Falcon Gold Corp. -- s. 4(b) of the Regulation

Headnote

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

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, O. Reg. 289/00, as am., s. 4(b).

IN THE MATTER OF
THE REGULATION MADE UNDER
THE BUSINESS CORPORATIONS ACT
(ONTARIO), R.S.O. 1990, c. B-16, AS AMENDED
(the "OBCA"), R.R.O. 1990, REGULATION 289/00
(the "Regulation")

AND

IN THE MATTER OF
FALCON GOLD CORP.

CONSENT
(Subsection 4(b) of the Regulation)

UPON the application of Falcon Gold Corp. (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 having represented to the Commission that:

1. The Applicant was incorporated under the OBCA on November 24, 2006 under the name Chesstown Capital Inc. The Applicant changed its name to Falcon Gold Corp. on July 18, 2011. The Applicant's subsidiaries are Templer Gold Corp., a company incorporated under the laws of the Province of British Columbia, and 2287991 Ontario Inc., a company incorporated under the laws of the OBCA, both of which are wholly-owned.

2. The Applicant was initially listed as a capital pool company. Its qualifying transaction dealt with the acquisition of the shares of Apex Royalty Corporation which in turn owned the Burton Mining Property, a property currently owned and operated by the Applicant.

3. The Applicant is a Canadian mineral exploration company focused on generating, acquiring and exploring mining opportunities in the Americas. Its head and principal office is located at 855 Brant Street, Burlington, Ontario, L7R 2J6.

4. The Applicant intends to apply to the Director under the OBCA pursuant to section 181 of the OBCA for authorization to continue under the Business Corporations Act (British Columbia) ("BCBCA") under its current name.

5. Pursuant to subsection 4(b) of the Regulation, where a corporation is an offering corporation, its application for continuance as a corporation under the BCBCA must be accompanied by a consent from the Commission. The Applicant intends to apply for continuation under the BCBCA as soon as it receives consent from the Commission.

6. The authorized share capital of the Applicant consists of an unlimited number of common shares of which 25,756,941 common shares were issued and outstanding as fully paid and non-assessable as at March 20, 2013. The common shares are listed for trading on the TSX Venture Exchange under the symbol "FG". The Applicant's common shares are not listed on any other exchange.

7. The Applicant is an offering corporation under the OBCA and is a reporting issuer under the securities legislation of British Columbia, Alberta and Ontario. The Applicant is not a reporting issuer or the equivalent in any other jurisdiction. The Applicant intends to remain a reporting issuer in all jurisdictions in which it is currently a reporting issuer following the continuance. However, the Applicant will apply to make the British Columbia Securities Commission its principal regulator following the continuance.

8. The Applicant intends to continue trading on the TSX Venture Exchange under the symbol "FG" following the continuance.

9. The Applicant is not in default of any of the provisions of the OBCA, the securities legislation of any jurisdiction in Canada or the regulations or rules made under the securities legislation of any jurisdiction in Canada.

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

11. The Applicant is not in default of any rules, regulations or policies of the TSX Venture Exchange.

12. The proposed continuance form of Articles were presented to the shareholders of the Applicant for their approval at an annual and special meeting of shareholders held on October 29, 2012 (the "Meeting"), by way of a special resolution (the "Continuance Resolution"), the text of which is set out in the Applicant's management information circular dated September 4, 2012 and filed on SEDAR on October 4, 2012 (the "Information Circular"). The Continuance Resolution was approved by the shareholders at the Meeting; proxies received by the Applicant representing 8,126,122 common shares, or 99% of the votes cast, were voted in favour of the Continuance Resolution. None of the shareholders of the Applicant exercised dissent rights pursuant to section 185 of the OBCA.

13. The Circular included full disclosure of the reasons for, and the implications of, the proposed continuance, a summary of material differences between the BCBCA and OBCA and a description of the shareholders' dissent rights in connection with the proposed continuance pursuant to section 185 of the OBCA.

14. The material rights, duties and obligations of a corporation governed by the BCBCA and Notice of Articles and Articles are substantially similar to those governing a corporation under the OBCA.

15. The continuance is proposed as the Applicant wishes to be domiciled in a jurisdiction more relevant and appropriate to the Applicant's business and its shareholders, and will also be relocating its head office to British Columbia for administrative convenience.

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 at Toronto, Ontario this 12th day of April, 2013.

"Judith Robertson"

Commissioner

Ontario Securities Commission

 

"Edward P. Kerwin"

Commissioner

Ontario Securities Commission