Securities Law & Instruments

Headnote

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

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,

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

(the OBCA), ONT. REG. 289/00, AS AMENDED

(THE REGULATION)

AND

IN THE MATTER OF

WELTON ENERGY CORPORATION

 

CONSENT

(subsection 4(b) of the Regulation)

UPON the application of Welton Energy Corporation (the Applicant) to the Ontario Securities Commission (the Commission) requesting consent (the Request) from the Commission for the Applicant to continue into another jurisdiction (the Continuance), 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 laws of Ontario on March 10, 2000. The registered office of the Applicant is located at 181 Bay Street, BCE Place, Suite 2930, Toronto, Ontario M5J 2T3 and the head office of the Applicant is located at 2180, 140 -- 4th Avenue S.W., Calgary, Alberta T2P 3N3.

2. The Applicant intends to apply to the Director under the OBCA pursuant to section 181 of the OBCA (the Application for Continuance) for authorization to continue under the Business Corporations Act (Alberta), R.S.A. 2000, c. B-9 (the ABCA).

3. 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.

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

5. The Applicant's issued and outstanding common shares are listed for trading on the Toronto Stock Exchange (TSX) under the symbol WLT and the Applicant's 8% convertible secured debentures are listed for trading on the TSX under the symbol WLT.DB.

6. The Applicant will remain a reporting issuer in Ontario and in the other jurisdictions where it is currently a reporting issuer immediately following the Continuance.

7. The Applicant is not in default under any provision of the Act or the regulations or rules made under the Act, and is not in default under the securities legislation of any other jurisdiction where it is a reporting issuer.

8. The Applicant is not a party to any proceeding or, to the best of its knowledge, information and belief, any pending proceeding under the Act.

9. The Continuance is being made to facilitate a plan of arrangement under the ABCA between the Applicant and Churchill Energy Inc., a corporation incorporated under the ABCA.

10. The management information circular describing the Continuance (the Information Circular), dated December 29, 2008, was mailed to securityholders of record as at the close of business on December 29, 2008 and was filed on SEDAR on January 6, 2009.

11. The Application for Continuance was approved by the Applicant's shareholders by way of special resolution at a special meeting of shareholders (the Meeting) held on January 30, 2009. The special resolution authorizing the Continuance was approved at the Meeting by 99.3% of the votes cast by the Applicant's shareholders.

12. The shareholders had the right to dissent with respect to the Continuance under section 185 of the OBCA, and the Information Circular disclosed full particulars of this right in accordance with applicable law. No shareholders elected to dissent.

13. The material rights, duties and obligations of a corporation governed by the ABCA 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 ABCA.

DATED February 6th, 2009.

"Suresh Thakrar"

"Margot Howard"