Securities Law & Instruments

Headnote

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

Regulations 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,

AS AMENDED (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

FLAGSHIP INDUSTRIES INC.

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of Flagship Industries Inc. ( the "Applicant") to the Ontario Securities Commission (the "Commission") requesting the consent from the Commission to continue in another jurisdiction pursuant to subsection 4(b) of the Regulation;

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

AND UPON the Applicant representing to the Commission that:

1. The Applicant was formed by articles of amalgamation under the OBCA dated June 30, 1988 under the name "Flagship Resources Ltd.". By articles of amendment dated March 28, 1991, the name of the Applicant was changed to its current name, "Flagship Industries Inc.".

2. The authorized share capital of the Applicant consists of an unlimited number of common shares, 1,000,000 Class A preference shares and an unlimited number of Class A special shares. As at the record date, August 13, 2009, of the annual and special meeting of the shareholders of the Applicant held on September 18, 2009 (the "Meeting"), an aggregate of 103,586,375 common shares were issued and outstanding and no Class A preference shares or Class A special shares were outstanding. The common shares of the Applicant are listed for trading on the TSX Venture Exchange under the symbol "FII".

3. The Applicant's registered office is located at 365 Bay Street, Wildeboer Dellelce Place, Suite 800, Toronto, Ontario, Canada M5H 2V1.

4. The Applicant has made 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 BCBCA (the "Continuance"). Following the Continuance, the Applicant's registered office will be located in Vancouver, British Columbia.

5. 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.

6. The Applicant is an offering corporation under the OBCA and is a reporting issuer under the Securities Act (Ontario) (the "Act"). The Applicant is also a reporting issuer under the securities legislation of each of the provinces of Alberta and British Columbia.

7. The Applicant is not in default under any provision of the Act or the regulations or rules made under the Act or under the securities legislation of any other jurisdiction where it is a reporting issuer.

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

9. The holders of the common shares of the Applicant (the "Shareholders") were asked to consider and, if thought fit, pass a special resolution authorizing the Continuance at the Meeting. The special resolution authorizing the Continuance was approved by 100% of the votes cast by the Shareholders at the Meeting.

10. The principal reason for the Continuance is that the Applicant's principal place of business is located, and the majority of the Applicant's management reside, in British Columbia.

11. The Applicant intends to remain a reporting issuer in the provinces of Ontario, British Columbia and Alberta following the Continuance.

12. Pursuant to section 185 of the OBCA, all Shareholders of record as of the record date for the Meeting were entitled to exercise dissent rights with respect to the Application for Continuance. The management information circular provided to the shareholders in connection with the Meeting advised the Shareholders of their dissent rights under the OBCA.

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 the Applicant as a corporation under the BCBCA.

DATED at Toronto on this 10th day of November, 2009.

"David L. Knight"
Commissioner
Ontario Securities Commission
 
"Mary G. Condon"
Commissioner
Ontario Securities Commission