Securities Law & Instruments

Headnote

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

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
CANADA LITHIUM CORP.

CONSENT
(Subsection 4(b) of the Regulation)

UPON the application of Canada Lithium Corp. (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting the consent from the Commission, pursuant to subsection 4(b) of the Regulation, for the Applicant to continue in another jurisdiction pursuant to Section 181 of the OBCA (the "Continuance");

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

AND UPON the Applicant representing to the Commission that:

1. The Applicant was organized under the OBCA by articles of amalgamation effective July 21, 1995.

2. The Applicant's registered and head office is located at 401 Bay Street, Suite 2010, Toronto, Ontario, M5H 2Y4.

3. The Applicant intends to apply to the Director under the OBCA pursuant to Section 181 of the OBCA for authorization to continue as a corporation under the Canada Business Corporations Act (the "CBCA").

4. Pursuant to subsection 4(b) of the Regulation, an application for authorization to continue in another jurisdiction under Section 181 of the OBCA must, in the case of an "offering corporation" (as that term is defined in the OBCA), be accompanied by a consent from the Commission.

5. The Applicant is an "offering corporation" under the OBCA and is a reporting issuer under the Securities Act (Ontario), R.S.O. 1990, c. S.5, as amended (the "Securities Act"), and the securities legislation of each of the other provinces of Canada.

6. The authorized capital of the Applicant consists of an unlimited number of common shares ("Common Shares"), of which 398,429,158 were issued and outstanding as of December 23, 2013. All of the issued and outstanding Common Shares are listed for trading on the Toronto Stock Exchange under the symbol "CLQ".

7. The Applicant is not in default of any of the provisions of the OBCA, the Securities Act and the securities legislation of all other jurisdictions in which it is a reporting issuer, and the regulations and rules made thereunder (collectively, the "Legislation").

8. The Applicant is not a party to any proceeding or, to the best of its information, knowledge and belief, any pending proceeding under the Legislation, other than a class action lawsuit certified, on consent, by the Ontario Superior Court of Justice (the "Court") on August 6, 2013. This lawsuit alleges misrepresentation in primary and secondary market disclosure documents. This lawsuit has been publicly disclosed by the Applicant in accordance with the applicable Legislation and none of the allegations thereunder have been assessed or determined by the Court.

9. A summary of the material provisions respecting the proposed Continuance was provided to the shareholders of the Applicant in the management information circular of the Applicant dated December 24, 2013 (the "Circular") in respect of the Applicant's special meeting of shareholders held on January 28, 2014 (the "Meeting"). The Circular was mailed on January 2, 2014 to shareholders of record at the close of business on December 23, 2013, was filed on December 30, 2013 on the System for Electronic Document Analysis and Retrieval and included full disclosure of the reasons for, and the implications of, the proposed Continuance and a summary of the material differences between the OBCA and the CBCA.

10. In accordance with the OBCA and the Applicant's constating documents, the special resolution of shareholders (the "Continuance Resolution") to be obtained at the Meeting in connection with the proposed Continuance required the approval of not less than two-thirds of the aggregate votes cast by the shareholders present in person or represented by proxy at the Meeting. Each shareholder was entitled to one vote for each Common Share held.

11. The Continuance Resolution was approved at the Meeting by 97.5% of the aggregate votes cast by shareholders of the Applicant in respect of the Continuance Resolution.

12. The Applicant's shareholders had the right to dissent with respect to the proposed Continuance pursuant to Section 185 of the OBCA, and the Circular disclosed full particulars of this right in accordance with applicable law.

13. The Continuance is proposed to be made in order to enable the Applicant to be amalgamated with Sirocco Mining Inc. ("Sirocco"), a corporation organized under the CBCA, by way of a plan of arrangement and for the amalgamated company to thereafter conduct its business and affairs in accordance with the provisions of the CBCA. The arrangement transaction to which the proposed Continuance relates was disclosed in the Circular and in the management information circular of Sirocco dated December 24, 2013.

14. Following the Continuance, the Applicant intends to remain a reporting issuer in Ontario and in each of the other jurisdictions where it is currently a reporting issuer.

15. The material rights, duties and obligations of a corporation governed by the CBCA 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 CBCA.

DATED at Toronto, Ontario on this 28th day of January, 2014.

"Edward P. Kerwin"
Commissioner
Ontario Securities Commission
 
"Vern Krishna"
Commissioner
Ontario Securities Commission