Securities Law & Instruments

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

IN THE MATTER OF

R.R.O 1990, 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

DIAMOND EXPLORATION INC.

 

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application (the Application) of Diamond Exploration Inc. (the Filer) to the Ontario Securities Commission (the Commission) requesting the consent of the Commission for the Filer to continue in another jurisdiction, as required by subsection 4(b) of the Regulation;

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

AND UPON the Filer having represented to the Commission that:

1. The Filer was incorporated under the OBCA by articles of incorporation dated January 24, 1994 under the name Patrician Gold Mines Ltd. By articles of amendment dated January 4, 2000, the name of the Filer was changed to Patrician Consolidated Gold Mines Ltd. By articles of amendment dated May 23, 2002, the name of the Filer was changed to Patrician Diamonds Inc. By articles of amendment dated January 1, 2009, the name of the Filer was changed to Diamond Exploration Inc.

2. The Filer's registered and head office is located at Unit 6 -- 3791 St. Joseph Blvd., Ottawa, Ontario K1C 1T1. Following the Continuance (as defined in paragraph 5 below), the registered and head office of the Filer will be located at Suite 2760 -- 200 Granville Street, Vancouver, British Columbia V6C 1S4.

3. The Filer's authorized share capital consists of an unlimited number of common shares, of which 36,024,814 common shares are issued and outstanding as at July 31, 2009.

4. The Filer's issued and outstanding common shares are posted and listed for trading on the TSX Venture Exchange under the symbol "DIX".

5. The Filer intends to apply 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 under the OBCA, the Application for Continuance must be accompanied by a consent from the Commission.

7. The Filer is an offering corporation under the OBCA and is a reporting issuer under the Securities Act, R.S.O. 1990, c. S.5, as amended (the Act). The Filer is also a reporting issuer under the securities legislation of each of British Columbia, Alberta and Nova Scotia. The Filer intends to remain a reporting issuer in Ontario and each of the other jurisdictions where it is currently a reporting issuer after completion of the Continuance.

8. The Filer is not in default of any of the provisions of the Act or the regulations or rules made under the Act or of any of the provisions of the securities legislation of any other jurisdiction where it is a reporting issuer.

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

10. The Continuance is being proposed because an increased number of the senior management, directors and officers of the Filer are now resident in British Columbia and the business of the Filer is now conducted from offices in British Columbia. Following the continuance, the head office of the Filer will be located in British Columbia.

11. The Filer's continuance as a corporation under the BCBCA was approved by a special resolution of the shareholders of the Filer at the annual and special meeting of shareholders held on September 4, 2009 (the Meeting), with the approval of 99.92% of the votes cast on the resolution.

12. Full disclosure of the reasons for and implications of the proposed Continuance was included in the management information circular dated July 23, 2009 (the Information Circular) regarding the Meeting. The Information Circular was sent to all registered shareholders as at the record date for the Meeting.

13. Pursuant to section 185 of the OBCA, shareholders entitled to vote at the Meeting had the right to dissent from the proposed Continuance, and the Information Circular disclosed full particulars of this right in accordance with applicable law. No shareholders elected to dissent.

14. 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 Filer as a corporation under the BCBCA.

DATED at Toronto, Ontario this 25th day of September, 2009.

"David L. Knight"
Commissioner
Ontario Securities Commission
 
"Margot C. Howard"
Commissioner
Ontario Securities Commission