Gold Port Resources Ltd. - s. 4(b) of the Regulation

Headnote

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

Statutes Cited

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

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

Regulation Cited

Regulation made under the Business Corporations Act, Ont. Reg. 289/00, as am., s. 4(b).

July 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

GOLD PORT RESOURCES LTD.

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of Gold Port Resources Ltd. (the Applicant) to the Ontario Securities Commission (the Commission) requesting the consent (the Request) of the Commission for the Applicant to continue in another jurisdiction (the Continuance), 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 Applicant having represented to the Commission that:

1. The Applicant was incorporated on June 20, 1995 under the name Wollasco Minerals Inc. and changed its name to Gold Port Resources Ltd. by articles of amendment dated December 16, 2004.

2. The Applicant's head office is located at 1500 -- 800 West Pender Street, Vancouver, British Columbia V6C 2V6.

3. The authorized capital of the Applicant consists of unlimited number of common shares of which 17,396,711 are issued and outstanding as at June 29, 2006.

4. The Applicant's issued and outstanding common shares are listed for trading on TSX Venture Exchange under the symbol "GPO".

5. The Applicant proposes to make an application (the Application for Continuance) to the Director under the OBCA pursuant to section 181 of the OBCA for authorization to continue under the Business Corporations Act (British Columbia) (the BCBCA).

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 of the Commission.

7. 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).

8. The Applicant is also a reporting issuer or the equivalent under the securities legislation of each of the provinces of British Columbia and Alberta (the Legislation) and will remain a reporting issuer or the equivalent under the Act and the Legislation following the Continuance.

9. The Applicant 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 Legislation.

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

11. The Continuance of the Applicant was approved by the Applicant's shareholders by way of special resolution at an annual and special meeting of shareholders (the Meeting) held on June 29, 2006. The special resolution approving the Continuance was approved at the Meeting by 99.83% of the votes cast.

12. The management information circular of the Applicant dated May 9, 2006, provided to all shareholders of the Applicant in connection with the Meeting, advised the holders of common shares of their dissent rights in connection with the Continuance pursuant to section 185 of the OBCA and included a summary of the differences between the BCBCA and the OBCA.

13. The Continuance was proposed because all of the Applicant's business is carried on from and in British Columbia and the Continuance would be more efficient and cost-effective for the Applicant and the Applicant's shareholders.

14. The material rights, duties and obligations of a corporation governed by the BCBCA are substantially similar to those 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 BCBCA.