Moydow Mines International 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.

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).

IN THE MATTER OF

R.R.O. 1990, REGULATION 289/00

(the "Regulation")

MADE UNDER THE BUSINESS CORPORATIONS ACT

(ONTARIO), R.S.O. 1990 c. B.16, AS AMENDED

(the "OBCA")

AND

IN THE MATTER OF

MOYDOW MINES INTERNATIONAL INC.

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of Moydow Mines International Inc. (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 under the Business Corporations Act (Alberta) by certificate of incorporation issued on December 12, 1972 under the name Westley Mines International Inc. The Applicant was continued under the Business Corporations Act (British Columbia) by articles of incorporation issued on January 16, 1981. The Applicant was further continued under the OBCA by articles of continuance issued on December 9, 1998 and changed its name to Moydow Mines International Inc.

2. The Applicant's head office is located at 20 Toronto Street, Suite 1220, Toronto, Ontario, M5C 2B8. Following completion of the proposed Continuance, the registered office of the Applicant will be located at Suite 2100, 1075 West Georgia Street, Vancouver, British Columbia, V6E 3G2.

3. The authorized share capital of the Applicant consists of an unlimited number of Common Shares and an unlimited number of Preferred Shares, issuable in series, of which 38,275,718 Common Shares and no Preferred Shares were issued and outstanding as at November 1, 2006.

4. The Applicant's issued and outstanding Common Shares are listed for trading on the Toronto Stock Exchange and the Alternative Investment Market (AIM) of the London Stock Exchange under the symbol "MOY".

5. The Applicant proposes to make 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 Business Corporations Act (British Columbia), S.B.C. 2002, c. 57 (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.

8. The Applicant is a reporting issuer within the meaning of the Securities Act (Ontario), R.S.O. 1990, c. S.5, as amended (the "OSA"), and within the meaning of the Securities Act (British Columbia), R.S.B.C 1996, c. 418 (the "BCSA"). The Applicant intends to remain a reporting issuer under the OSA and the BCSA following the Continuance.

9. The Applicant is not in default of any of the provisions of the OSA or the regulations or rules made thereunder and is not in default under the BCSA.

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

11. The Continuance of the Applicant was approved by the Applicant's shareholders (the "Shareholders") by way of special resolution at an annual and special meeting of shareholders (the "Meeting") held on August 31, 2006.

12. The management information circular of the Applicant describing the Continuance, dated July 27, 2006, (the "Information Circular"), provided to the Shareholders in connection with the Meeting, advised them of their dissent rights in connection with the Continuance pursuant to section 185 of the OBCA.

13. The Continuance under the BCBCA has been proposed for the Applicant as there is no Canadian residency requirement for the directors under the BCBCA. The Applicant believes that this will make it easier for the Applicant to retain international talent for its board of directors.

14. The material rights, duties and obligations of a corporation governed by the BCBCA are generally similar to those of a corporation governed by the OBCA. A table summarizing certain differences between the two statutes, which is not intended to be exhaustive, is included as Schedule "B" to the Information Circular.

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.

DATED this 21st day of November, 2006