Kit 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.

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 (THE "REGULATION")

MADE UNDER THE BUSINESS CORPORATIONS ACT,

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

AND

IN THE MATTER OF

KIT RESOURCES LTD.

CONSENT

(Subsection 4(b) of the Regulation)

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

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

AND UPON Kit having represented to the Commission that:

1. Kit exists under the laws of the Province of Ontario by virtue of its amalgamation with 1395896 Ontario Inc., which was effective as of March 3, 2000.

2. The registered office of Kit is c/o Suite 2100, 40 King Street West, Scotia Plaza, Toronto, Ontario M5H 3C2.

3. Kit's authorized share capital consists of an unlimited number of common shares without par value of which approximately 83,108,550 common shares were issued and outstanding as of November 14, 2006. All of the issued and outstanding common shares of Kit are listed for trading on the TSX Venture Exchange under the symbol "KIT".

4. Kit 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").

5. Pursuant to section 181 of the OBCA, Kit proposes to submit to the Director appointed under the OBCA an application (the "Application for Continuance") for authorization to continue (the "Continuance") as a corporation under the British Columbia Business Corporations Act, S.B.C. 2002, c. 57 (the "BCBCA").

6. Pursuant to clause 4(b) of the Regulation, where a corporation applying to continue to another jurisdiction 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.

7. Kit is not in default under any of the provisions of the Act or the regulations or rules promulgated thereunder.

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

9. Kit intends to remain a reporting issuer under the Act following the Continuance.

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

11. 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").

12. The management information circular of Kit dated April 28, 2006, provided to all shareholders of Kit in connection with the Meeting, advised the holders of common shares of Kit of their Dissent Rights and included a summary of the differences between the BCBCA and OBCA.

13. The Continuance has been proposed so that Kit may conduct its affairs in accordance with the BCBCA.

14. The material rights, duties and obligations of a corporation incorporated under 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 Kit as a corporation under the BCBCA.

DATED December 8th, 2006.