Croesus Gold Inc. - 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.

Business Corporations Act, S.B.C. 2002, c. 57.

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

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

CROESUS GOLD INC.

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of Croesus Gold Inc. ("Croesus") to the Ontario Securities Commission (the "Commission") requesting a consent from the Commission for Croesus to continue into another jurisdiction pursuant to subsection 4(b) of the Regulation;

AND UPON considering the application and the recommendation of the staff at the Commission;

AND UPON Croesus having represented to the Commission that:

1. Croesus is a corporation incorporated under the OBCA, with its registered office located at Suite 605, 80 Richmond Street West, Toronto, Ontario M5H 2S9.

2. Croesus's authorized share capital consists of an unlimited number of common shares of which 18,969,445 were issued and outstanding as of October 27, 2006. Croesus's common shares are listed for trading on the TSX Venture Exchange under the symbol "CGN".

3. Croesus 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"). Croesus is also a reporting issuer under the securities legislation of the provinces of British Columbia and Alberta (the "Legislation").

4. Croesus is proposing to submit an application to the Director under the OBCA pursuant to section 181 of the OBCA (the "Application for Continuance") for authorization to continue as a corporation under the British Columbia Business Corporations Act, S.B.C. 2002, c. 57 (the "BCBCA").

5. Pursuant to clause 4(b) of the Regulation, where a corporation is an offering corporation (as such term is defined in the OBCA), the Application for Continuance must be accompanied by a consent from the Commission.

6. Croesus 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 of any other jurisdiction where it is a reporting issuer.

7. Croesus is not a party to any proceeding nor, to the best of its knowledge, information and belief, any pending proceeding under the Act.

8. Croesus currently intends to remain a reporting issuer under the Act and under the Legislation following the continuance.

9. The continuance of Croesus as a corporation under the BCBCA was approved by Croesus's shareholders by special resolution at the Annual and Special Meeting of shareholders held on June 2, 2006 (the "Meeting"). The special resolution authorizing the continuance was approved at the Meeting by more than 66 2/3 of the votes cast.

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

11. The management information circular of Croesus dated April 19, 2006, provided to all shareholders of Croesus in connection with the Meeting, advised the holders of common shares of Croesus of their Dissent Rights and included a summary of the differences between the BCBCA and the OBCA.

12. The Continuance is proposed because the majority of the directors and officers of Croesus are based in British Columbia.

13. The material rights, duties and obligations of a corporation governed by the BCBCA 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 Croesus as a corporation under the BCBCA.

DATED November 3rd, 2006.