Securities Law & Instruments

Headnote

Consent given to an offering corporation under the Business Corporation 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 LEGEND GOLD CORP.

CONSENT (Subsection 4(b) of the Regulation)

UPON the application (the "Application") of Legend Gold 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 having represented to the Commission that:

1. The Applicant is a corporation existing under the provisions of the OBCA and was formed by Articles of Incorporation pursuant to the OBCA on May 8, 1997.

2. The Applicant's registered office is located at Suite 400, 350 Bay Street, Toronto, Ontario M5H 2S6.

3. The Applicant's authorized share capital consists of an unlimited number of common shares (the "Common Shares") of which 47,263,358 Common Shares are issued and outstanding as at May 20, 2014. All of the issued and outstanding Common Shares are listed for trading on the TSX Venture Exchange under the symbol "LGN".

4. 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 company under the Business Corporations Act (British Columbia) (the "BCBCA"). Following the Continuance, the Applicant's registered office will be located in Vancouver, British Columbia.

5. 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 the term is defined in the OBCA), be accompanied by a consent from the Commission.

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

7. The Applicant is not in default of any of the provisions of the OBCA, the 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 knowledge, information and belief, pending proceeding under the Legislation.

9. The holders of Common Shares of the Applicant (the "Shareholders") were asked to consider and, if thought fit, pass a special resolution authorizing the Continuance at the May 20, 2014 annual and special meeting of the Shareholders (the "Meeting").

10. 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 April 9, 2014 (the "Circular") in respect of the Meeting. The Circular was mailed on April 15, 2014 to shareholders of record at the close of business on April 9, 2014, was filed on April 15, 2014 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 BCBCA.

11. 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 of the Shareholders was entitled to one vote for each Common Share held.

12. On September 5, 2013, the Applicant acquired Corado Resources Corp. ("Corado") by way of a three-cornered amalgamation among the Applicant, a wholly-owned subsidiary of the Applicant and Corado pursuant to a combination agreement dated June 6, 2013 (the "Acquisition"). Corado was a corporation governed by the BCBCA. Following the Acquisition, the Applicant moved its head office to Vancouver, British Columbia. The Applicant believes that certain aspects of the BCBCA will better facilitate the Applicant's business and affairs than the OBCA.

13. 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.

14. The Continuance Resolution was approved at the Meeting by 99.99% of the aggregate votes cast by the Shareholders at the Meeting.

15. Following the Continuance, the Applicant intends to remain a reporting issuer in Ontario, Alberta and British Columbia.

16. The material rights, duties and obligations of a corporation governed by the BCBCA are subtantially 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, Ontario this 27th day of May, 2014.

"James Turner"
Commissioner
Ontario Securities Commission
 
"Wesley Scott"
Commissioner
Ontario Securities Commission