Coubran Resources Ltd. - ss. 4(b) of Reg. 289

Headnote

Consent given to an offering corporation under the OBCA to continue under the CBCA.

Statutes Cited

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

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

Regulations Cited

Regulations made under the Business Corporations Act, R.R.O. 1990, Reg. 289/00, s. 4(b).

IN THE MATTER OF

ONT. REG. 289/00 (the Regulation)

MADE UNDER THE BUSINESS CORPORATIONS ACT,

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

(the OBCA)

AND

IN THE MATTER OF

COUBRAN RESOURCES LTD.

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of Coubran Resources Ltd. (the Applicant) to the Ontario Securities Commission (the Commission) requesting the consent of the Commission for the Applicant to continue into 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 is a corporation existing under the OBCA by virtue of its incorporation thereunder on January 28, 2000. Coubran's registered office is located at Suite 2100, 40 King Street West, Toronto, Ontario M5H 3Y4.

2. The Applicant is an offering corporation under the provisions of the OBCA and a reporting issuer within the meaning of the Securities Act (Ontario) (the Act).

3. The Applicant proposes to make an application to the Director under the OBCA pursuant to section 181 of the OBCA (the Application to Continuance) for authorization to continue under the Canada Business Corporations Act (the CBCA).

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

5. The authorized capital of the Corporation consists of an unlimited number of Common shares of which approximately 9,718,019 Common shares are outstanding.

6. The Applicant is not in default of any requirements of the Act or the regulations or rules promulgated thereunder.

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

8. The Applicant is not a reporting issuer under the laws of any jurisdiction other than Ontario.

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

10. The Applicant's continuance under the provisions of the CBCA was approved at a special meeting of shareholders of the Applicant held on January 28, 2004.

11. The continuance is proposed to be made in order for the Applicant to conduct its business and affairs in accordance with the provisions of the CBCA.

12. The material rights, duties and obligations of a corporation existing under the CBCA 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 COMISSION HEREBY CONSENTS to the continuance of the Applicant as a corporation under the CBCA.

February 24, 2004.