Aura Gold Inc. - ss. 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.

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).

April 11, 2006

IN THE MATTER OF

ONT. REG. 289/00, AS AMENDED

(THE "REGULATION")

MADE UNDER

THE BUSINESS CORPORATIONS ACT

R.S.O. 1990, c. B.16, AS AMENDED (THE "OBCA")

AND

IN THE MATTER OF

AURA GOLD INC.

 

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application (the "Application") of Aura Gold Inc. (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting a consent from the Commission for the Applicant 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 Applicant having represented to the Commission that:

The Applicant 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 subsection 4(b) of the Regulation, where a corporation is an offering corporation, the Application for Continuance must be accompanied by a consent from the Commission.

The Applicant was incorporated by Letters Patent under a predecessor to the OBCA on July 12, 1946 under the name Baldwin Consolidated Mines Limited. By articles of amendment dated July 11, 1989, the name of the Applicant was changed to Canadian Baldwin Holdings Limited. By articles of amendment dated July 27, 2005, the name of the Applicant was changed to Canadian Baldwin Resources Limited. By articles of amendment dated March 22, 2006, the name of the Applicant was changed to Aura Gold Inc. Its head office is located at 2500 - 120 Adelaide Street West, Toronto, Ontario, M5H 1T1.

The Applicant is an offering corporation under the OBCA and is a reporting issuer under the Securities Act (Ontario) R.S.O. 1990, c.S.5, as amended (the "Act").

The Applicant's authorized share capital consists of an unlimited number of common shares. As at March 27, 2006, there were 33,605,718 common shares issued and outstanding.

The Applicant intends to remain a reporting issuer under the Act after the continuance.

The Applicant is not in default of any of the provisions of the Act or the regulations or rules made under the Act.

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

The Applicant's shareholders authorized the continuance of the Applicant as a corporation under the CBCA by special resolution at a meeting of shareholders held on March 15, 2006 (the "Meeting"). Consequently, assuming receipt of the requested consent, the Application for Continuance will be made, articles of continuance will be filed under the CBCA and the continuance will become effective.

Pursuant to section 185 of the OBCA, all common shareholders of record as at the record date for the Meeting were entitled to dissent rights with respect to the continuance (the "Dissent Rights").

The management information circular describing the continuance, which was dated January 31, 2006, was printed and mailed to shareholders and was filed on the System for Electronic Document Analysis and Retrieval on February 13, 2006 (the "Circular"). Full disclosure of the reasons and implications of the continuance are included at pages 6 and 7 of the Circular. The Circular also advised the holders of the Applicant's common shares of their Dissent Rights.

The principal reason for the proposed continuance is that under the OBCA, a majority of the directors must be resident Canadians, while under the CBCA, twenty-five percent of the directors are required to be resident Canadians. As the Applicant intends to focus on a search for, and development and exploration of, gold and precious metal properties in Brazil, it is desirable that its board of directors reflect this focus. The less onerous requirement for Canadian residency of directors under the federal jurisdiction would thus be advantageous for the Applicant.

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 Applicant as a corporation under the CBCA.

"Paul Moore"
Vice-Chair
Ontario Securities Commission
 
"Susan Wolburgh Jenah"
Vice-Chair
Ontario Securities Commission