Securities Law & Instruments

Headnote

Consent given to an OBCA corporation to continueunder the laws of Alberta.

Statutes Cited

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

Business Corporations Act (Alberta) R.S.A. 2000,c. B-9.

Regulations Cited

Regulation made under the Business CorporationAct, Ont. Reg. 289/00, ss. 4(b).

IN THE MATTER OF

ONT. REG. 289/00 (THE "REGULATION")MADE UNDER

THE BUSINESS CORPORATIONSACT, R.S.O. 1990,

c. B.16 (the "OBCA")

AND

IN THE MATTER OF

THISTLETOWN CAPITAL INC.

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of Thistletown CapitalInc. (the "Applicant") to the Ontario Securities Commission(the "Commission") requesting the consent of the Commissionto continue into another jurisdiction pursuant to subsection4(b) of the Regulation;

AND UPON considering the Applicationand the recommendation of the staff of the Commission;

AND UPON the Applicant having representedto the Commission that:

1. The Applicant is a corporation existingunder the OBCA by virtue of its amalgamation thereunder onOctober 3, 2000. Thistletown's registered office is locatedat 161 Bay Street, Suite 384, Toronto, Ontario M5J 2S1.

2. The Applicant is an offering corporationunder the provisions of the OBCA and a reporting issuer withinthe meaning of the Securities Act (Ontario) (the "Act").

3. The Applicant proposes to make an applicationto the Director under the OBCA pursuant to section 181 ofthe OBCA (the "Application to Continuance") forauthorization to continue under the Business CorporationsAct (Alberta) (the "ABCA").

4. Pursuant to clause 4(b) of the Regulation,where the corporation is an offering corporation, the Applicationfor Continuance must be accompanied by the consent of theCommission.

5. The authorized capital of the Corporationconsists of an unlimited number of common shares of whichapproximately 7,225,259 common shares are outstanding; anunlimited number of special shares, issuable in series, noneof which are currently outstanding; and an unlimited numberof preferred shares issuable in series, none of which areoutstanding.

6. The Applicant's issued and outstandingcommon shares are listed for trading on the TSX Venture Exchange.

7. The Applicant is not in default of anyrequirements of the Act or the regulations or rules promulgatedthereunder.

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

9. The Applicant currently intends to continueto be a reporting issuer under the Act.

10. The Applicant's continuance under theprovisions of the ABCA was approved at a special meeting ofshareholders of the Applicant held on June 11, 2003.

11. The continuance is proposed to be madein order for the Applicant to conduct its business and affairsin accordance with the provisions of the ABCA.

12. The material rights, duties and obligationsof a corporation existing under the ABCA are substantiallysimilar to those of a corporation governed by the OBCA.

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

THE COMISSION HEREBY CONSENTS to thecontinuance of the Applicant as a corporation under the ABCA.

June 17, 2003.

"Paul M. Moore"
"Robert W. Davis"