Securities Law & Instruments

Headnote

Consent given to OBCA corporation to continueunder the CBCA.

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16,as am., ss. 181, 185.

Canada Business Corporations Act, R.S.C. 1985,c. C-44, as am.

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

Regulations Cited

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

R.R.O. 1990, Reg. 1015, as am.

IN THE MATTER OF

THE REGULATION MADE UNDER

THE BUSINESS CORPORATIONSACT (ONTARIO)

R.S.O. 1990, c. B.16 (the"OBCA") AND

ONT.REG. 289/00 (THE "FORMSREGULATION")

AND

IN THE MATTER OF

GOLD SUMMIT CORPORATION

 

CONSENT

(Clause 4(b) of the FormsRegulation)

UPON the application (the "Application")of Gold Summit Corporation (the "Corporation") tothe Ontario Securities Commission (the "Commission")requesting the consent of the Commission to continue into anotherjurisdiction pursuant to clause 4(b) of the Forms Regulation;

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

AND UPON the Corporation having representedto the Commission that:

1. the Corporation proposes to make application(the "Application for Continuance") to the Directorappointed under the OBCA for authorization to continue underthe Canada Business Corporations Act, R.S.C. 1985,c. C-44 (the "CBCA"), pursuant to section 181 ofthe OBCA;

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

3. the Corporation is an offering corporationunder the OBCA and is a reporting issuer under the SecuritiesAct, R.S.O. 1990, c. S.5, (the "Act");

4. the Corporation is not a defaulting reportingissuer under the Act or the regulation thereunder and is nota party to any proceeding nor, to the best of its knowledge,information and belief, any pending proceeding under the Act;

5. the continuance of the Corporation underthe CBCA has been proposed because the Corporation believesit to be in its best interest to conduct its affairs in accordancewith the CBCA;

6. the material rights, duties and obligationsof a corporation under the CBCA are substantially similarto those under the OBCA with the exception that the OBCA requiresthat a majority of a corporation's directors be resident Canadianswhereas the CBCA was recently amended to provide that onlyone-quarter of directors need be resident Canadians;

7. the shareholders of the Corporation haveapproved the continuance under the CBCA at a Special Meetingof the Shareholders held on May 20, 2003 (the "Meeting");

8. the management proxy circular of the Corporationdated April 17, 2003 provided to all shareholders of the Corporationin connection with the Meeting advised the shareholders oftheir dissent rights pursuant to section 185 of the OBCA;and

9. the Corporation presently intends to continueto be a reporting issuer in the Province of Ontario.

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

THE COMMISSION hereby consents to thecontinuance of the Corporation under the CBCA.

August 29, 2003.

"Wendell S. Wigle"
"Lorne Morphy"