Lonsdale Public Ventures Inc. - Consent - Subsection 4(b) of the Regulation

Consent

Headnote

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

Statutes Cited

Business Corporations Act, R.S.O. 1990, c.B.16, as am., s. 181.
Canada Business Corporations Act, R.S.C. 1985, c. C-144, as am.
Securities Act, R.S.O. 1990, c.S.5, as am.

Regulations Cited

Regulation made under the Business Corporations Act, Ont. 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)

ONTARIO REG. 289/00 (THE REGULATION)

AND

IN THE MATTER OF

LONSDALE PUBLIC VENTURES INC. (THE FILER)

 

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of the Filer to the Ontario Securities Commission (the Commission) requesting consent (the Request) from the Commission for the Applicant to continue into another jurisdiction, as required by subsection 4(b) of the Regulation;

AND UPON considering the Request 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 on September 17, 2004 and its registered office is located at 828 Richmond Street West, Toronto, Ontario, M6J 1C9.

2. The Filer has an authorized share capital consisting of an unlimited number of common shares, of which 7,800,000 common shares were issued and outstanding as at February 22, 2006.

3. The Filer is a capital pool company in accordance with the policies of the TSX Venture Exchange (the Exchange). The Filer's outstanding common shares are listed and posted for trading on the Exchange.

4. Trading of the outstanding common shares of the Filer was halted on October 5, 2005 pending the announcement and completion of a qualifying transaction pursuant to Exchange Policy 2.4.

5. The Filer intends to apply (the Application for Continuance) to the Director under the OBCA for authorization to continue under the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended (the CBCA), pursuant to section 181 of the OBCA.

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 or its equivalent in the Provinces of British Columbia and Alberta.

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

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 Filer's shareholders authorized the continuance of the Filer as a corporation under the CBCA by special resolution at a special meeting of shareholders held on February 23, 2006 (the Meeting).

11. The Filer's shareholders authorized the completion of an amalgamation with Cannasat Therapeutics Inc. (Cannasat). Cannasat was incorporated under the CBCA on January 16, 2004. The amalgamation is to be completed under the CBCA and will constitute the qualifying transaction for the Filer in accordance with the policies of the Exchange.

12. The management information circular dated January 18, 2006, provided to all shareholders of the Filer in connection with the Meeting, advised registered shareholders of their dissent rights in connection with the continuance pursuant to section 185 of the OBCA.

13. Following the Continuance, the Filer intends to amalgamate with Cannasat and continue as a new corporation (Amalco) under the CBCA. Amalco will be a reporting issuer in Ontario and in the other jurisdictions where the Filer is a reporting issuer. The Filer believes it to be in its best interest to conduct its affairs in accordance with the CBCA in order to effect the amalgamation.

14. The material rights, duties and obligations of a corporation governed by 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 COMMISSION HEREBY CONSENTS to the continuance of the Filer as a corporation under the CBCA.

DATED February 28th, 2006.

"Susan Wolburgh Jenah"

"Paul M. Moore"