Citation Resources Inc. -- s. 4(b)

Headnote

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the Business Corporations Act (British Columbia).

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181

Securities Act, R.S.O. 1990, c. S.5, as am.

Regulations Cited

Regulation made under the Business Corporations Act, Ont. Reg. 289/00, as am., s. 4(b).

IN THE MATTER OF

ONTARIO REGULATION 289/00, AS AMENDED

(the Regulation)

MADE UNDER THE BUSINESS CORPORATIONS ACT

(ONTARIO),

R.S.O. 1990 c. B.16, AS AMENDED

(the "OBCA")

AND

IN THE MATTER OF

CITATION RESOURCES INC.

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of Citation Resources Inc. (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting a consent from the Commission to continue in another jurisdiction pursuant to subsection 4(b) of the Regulation;

AND UPON considering the application and the recommendation of the staff of the Commission;

AND UPON the Applicant representing to the Commission that:

1. The Applicant was incorporated under the Business Corporations Act (Ontario) (the "OBCA") by articles of incorporation effective March 27, 2009.

2. The authorized share capital of the Applicant consists of an unlimited number of common shares of which 33,511,450 were issued and outstanding as at April 25, 2012. The common shares are listed for trading on the TSX Venture Exchange under the symbol "CTT".

3. The Applicant's current registered office is located at 181 Bay Street, Suite 4400, Toronto, Ontario M5J 2T3.

4. Following the proposed continuance, the registered office of the Applicant will be located at Suite 2600, Oceanic Plaza, 1066 West Hastings Street, Vancouver, British Columbia V6E 3X1.

5. The Applicant proposes to make an application to the Director under the OBCA pursuant to section 181 of the OBCA (the "Application for Continuance") for authorization to continue as a corporation under the Business Corporations Act (British Columbia), S.B.C. 2002, c. 57 (the "BCBCA") (the "Continuance").

6. Pursuant to subsection 4(b) of the Regulation, where a corporation is an offering corporation, the Application for Continuance must be accompanied by a consent from the Commission.

7. The Applicant is an offering corporation under the OBCA and is a reporting issuer under the Securities Act (Ontario) (the "Act"). The Applicant is also a reporting issuer under the securities legislation of British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador.

8. The Applicant is not in default of any of the provisions of the OBCA, the Act or the regulations or rules made thereunder, any rules, regulations or policies of the TSX Venture Exchange, or the securities legislation of any province in Canada.

9. The Applicant is not a party to any proceedings or, to the best of its knowledge, information and belief, any pending proceedings under the Act, the OBCA or any securities legislation in any province of Canada.

10. The Continuance has been approved by the Applicant's shareholders at the annual and special general meeting of the shareholders held on May 30, 2012. The resolution approving the Continuance was approved by 100% of the votes cast.

11. The Applicant's management and head office are located in British Columbia and the continuance is being proposed to move the jurisdiction of incorporation to the jurisdiction in which the business is being operated.

12. The Applicant intends to remain a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador and Ontario following the proposed continuance under the BCBCA. The Applicant will apply to make the British Columbia Securities Commission its principal regulator following the Continuance.

13. The Applicant intends to continue trading on the TSX Venture Exchange under the symbol "CTT" following the Continuance under the BCBCA.

14. Holders of Common Shares as of the date of the Meeting have the right to dissent from the proposed continuance under section 185 of the OBCA. The information circular dated April 25, 2012 describing the proposed continuance that was mailed to holders of Shares on May 2, 2012 disclosed full particulars of the dissent rights and the reasons for and the implications of the Continuance. None of the holders of Shares exercised dissent right pursuant to section of 185 of the OBCA.

15. The material rights, duties and obligations of a corporation governed by the BCBCA are substantially similar to those of a corporation governed by the OBCA.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

THE COMMISSION HEREBY CONSENTS to the continuance of the Applicant as a corporation under the BCBCA.

DATED this 7th day of September, 2012.