Wedge Energy International Inc. -- s. 4(b) of the Regulation

Consent

Headnote

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under Business Corporations Act (British Columbia) -- Continuation is part of a plan of arrangement -- Technical report filed in connection with disclosure provided in respect of the plan of arrangement contained certain technical deficiencies -- Applicant provided undertaking to file revised technical report correcting the deficiencies no later than thirty days from the date of the order and the date on which the Applicant's shares resume trading.

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181.

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

WEDGE ENERGY INTERNATIONAL INC.

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of Wedge Energy International Inc. (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting the consent of the Commission, pursuant to subsection 4(b) of the Regulation, for the Applicant to continue into the Province of British Columbia pursuant to section 181 of the OBCA;

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

AND UPON the Applicant having represented to the Commission that:

1. The Applicant was formed by articles of incorporation under the OBCA on July 5, 1996 under the name 1188929 Ontario Inc. The Applicant's name was changed from 1188929 Ontario Inc. to Alyattes Resources Inc. pursuant to articles of amendment dated August 10, 1998; from Alyattes Resources Inc. to Alyattes Enterprises Inc. pursuant to articles of amendment dated February 1, 2007; and from Alyattes Enterprises Inc. to Wedge Energy International Inc. pursuant to articles of amendment dated February 1, 2007.

2. The registered office of the Applicant is located at 2746 St. Joseph Boulevard, Suite 100 Orleans, Ontario K1C 1G5.

3. The Applicant is authorized to issue an unlimited number of common shares (the "Common Shares") and an unlimited number of series A preference shares, of which 44,244,392 Common Shares and 70,000 series A preference shares are issued and outstanding at the close of business on September 26, 2011.

4. The Common Shares of the Applicant are listed and posted for trading on the Canadian National Stock Exchange under the symbol "WEG".

5. The Applicant intends to apply (the "Application for Continuance") to the Director under the OBCA for authorization to continue under the Business Corporations Act (British Columbia), S.B.C. 2002, c. 57 (the "BCABC") pursuant to section 181 of the OBCA (the "Continuance").

6. Pursuant to subsection 4(b) of the Regulation, where an applicant corporation is an "offering corporation" (as defined in the OBCA), 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, R.S.O. 1990, c. S.5, as amended (the "Act").

8. The Applicant is not in default under any provision of the OBCA and the Act, or any of the regulations or rules made thereunder, except for certain technical deficiencies in respect of the technical report under National Instrument 43-101 Standards of Disclosure for Mineral Projects dated March 11, 2011 prepared by Micromine Proprietary limited in respect of the Undur Tolgoi Project, and filed by the Applicant on September 30, 2011. The Applicant has provided an undertaking to the Commission to file a revised technical report that corrects these deficiencies no later than the date that is the earlier of (i) thirty days from the date hereof; and (ii) the date on which trading in the Applicant's shares recommences on the Canadian National Stock Exchange.

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

10. A special meeting of the shareholders of the Applicant was held on October 21, 2011 (the "Meeting") to consider a special resolution in connection with the Continuance (the "Continuance Resolution"). The Continuance Resolution required the approval of not less than two-thirds of the aggregate votes cast by the shareholders present in person or by proxy at the Meeting, and was approved by the requisite majority of shareholders present in person or by proxy at the Meeting.

11. The management information circular of the Applicant dated September 26, 2011 (the "Circular"), which was provided to all securityholders of the Applicant in connection with the Meeting, advised the shareholders of their dissent rights in connection with the Continuance Resolution pursuant to section 185 of the OBCA and included a summary comparison of the differences between the OBCA and the BCABC. The Circular was mailed to securityholders of record at the close of business on September 29, 2011 and was filed on SEDAR on September 30, 2011.

12. The Continuance has been proposed in connection with a proposed plan of arrangement of the Applicant (the "Plan of Arrangement") providing for among other things: (i) the consolidation of the common shares of the Applicant on a one (new) for twenty (old) basis; (ii) an acquisition of all of the issued and outstanding common shares of Undur Tolgoi Minerals Inc. ("UTMI") by the Applicant, in exchange for common shares of the Applicant; and (iii) the amalgamation of the Applicant and UTMI. UTMI is a corporation incorporated under the BCABC. The details of the Plan of Arrangement are further described in the Circular.

13. The Plan of Arrangement is being completed under the BCABC and an interim order of the Supreme Court of British Columbia in respect of the Plan of Arrangement is attached as Appendix "G" to the Circular. Pursuant to the Plan of Arrangement, immediately following the Continuance, the Applicant and UTMI will amalgamate to form a new corporation to be named Undur Tolgoi Minerals Inc. which will be a corporation existing under the BCABC and a reporting issuer under the Act.

14. The Continuance is required in order to facilitate the amalgamation with UTMI under the Plan of Arrangement and must be completed before the Plan of Arrangement can become effective.

15. The material rights, duties and obligations of a corporation governed by the BCABC are substantially similar to those of a corporation governed by 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 BCABC.

DATED at Toronto, Ontario this 21st day of October, 2011.

"James Turner"
 
"Edward P. Kerwin"