Securities Law & Instruments

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.

Regulations Cited

Regulation made under the Business Corporations Act, O. 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

NEWCASTLE RESOURCES LTD.

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of Newcastle Resources Ltd. (the Applicant) to the Ontario Securities Commission (the Commission) requesting a consent from the Commission to continue in another jurisdiction pursuant to subsection 4(b) of the Regulation;

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

AND UPON the Applicant representing to the Commission that:

1. The Applicant was incorporated under the OBCA by letters of patent on April 24, 1967 under the name Jolly Jumper Products of America Limited. By Articles of Revival the Applicant changed its name to Sun Valley Hot Springs Ranch Inc. on September 25, 1987. By Articles of Amendment the Applicant changed its name to Tri-Valley Free Trade Inc. on March 26, 1991. By Articles of Amendment the Applicant changed its name to Tri-Lateral Investments Corporation on June 19, 1995. By Articles of Amendment the Applicant changed its name to Tri-Lateral Venture Corporation on October 2, 1998. By Articles of Amendment the Applicant changed its name to Pan American Gold Corporation on May 6, 2004. By Articles of Amendment the Applicant changed its name to Newcastle Resources Ltd. on November 21, 2008.

2. The authorized share capital of the Applicant consists of an unlimited number of Common shares and an unlimited number of preference shares of which 40,550,006 Common shares are issued and outstanding and 13,000,000 class C preference shares are issued and outstanding as at June 1, 2011. The Common shares are listed for trading on the Pink Sheets under the symbol "NCSLF".

3. The Applicant's current registered office is located at 40 King Street West, Suite 5800, Toronto, ON M5H 3S1. The Applicant's current head office is located at 1225 -- 888 Dunsmuir Street, Vancouver, BC V6C 3K4.

4. Following the proposed continuance, the registered office of the Applicant will be located at 800 -- 885 West Georgia Street, Vancouver, British Columbia, V6C 3H1.

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) (the Continuance).

6. 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.

7. The Applicant is an offering corporation under the OBCA and is a reporting issuer under the Securities Act (Ontario) (the Act). The Application is also a reporting issuer under the securities legislation of British Columbia.

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

9. The Applicant is not a party to any proceedings or, to the best of its knowledge, information and belief, any pending proceedings under the OBCA and the Act or under the securities legislation of any other jurisdiction where it is a reporting issuer.

10. The Continuance was approved by the Applicant's shareholders at the Annual and Special Meeting of the Applicant held on January 5, 2011 (the Meeting). The resolution approving the Continuance was approved by 100% of the votes cast.

11. At the Meeting the Applicant's shareholders, by special resolution, resolved that, upon continuance into British Columbia, the name of the Applicant be changed to RepliCel Life Sciences Inc. The Applicant will continue into British Columbia under the new name of RepliCel Life Sciences Inc.

12. The Applicant's management and head office are located in British Columbia and the Continuance is being proposed to move the jurisdiction of incorporation to the jurisdiction in which the business is being operated.

13. The Applicant intends to remain a reporting issuer in British Columbia and Ontario following the proposed Continuance under the BCBCA.

14. Holders of Common Shares as of the date of the Meeting have the right to dissent from the proposed Continuance under section 185 of the OBCA. The information circular dated November 15, 2010 describing the proposed Continuance that was mailed to holders of common shares on November 19, 2010 disclosed full particulars of the dissent rights.

15. 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 is not prejudicial to the public interest;

THE COMMISSION HEREBY CONSENTS to the continuance of the Applicant under the BCBCA.

DATED this 17th day of June, 2011.

"Vern Krishna"
Commissioner
Ontario Securities Commission
 
"Mary Condon"
Commissioner
Ontario Securities Commission