Securities Law & Instruments

Headnote

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

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 PAN AFRICAN OIL LTD.

CONSENT (Subsection 4(b) of the Regulation)

UPON the application of Pan African Oil Ltd. (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 incorporated pursuant to the provisions of the OBCA under the name China Opportunity Inc. on July 24, 2007. On June 29, 2011, China Opportunity Inc. amended its articles and changed its name to Gondwana Gold Inc. On June 17, 2013, the Applicant amended its articles to change its name to Pan African Oil Ltd.

2. The head office of the Applicant is located at Suite 305, 602 -- 11 Avenue SW, Calgary, Alberta T2R 1J8.

3. The Applicant's current registered office is located at Suite 400, 77 King Street West Toronto, Ontario M5K 0A1.

4. Following the proposed continuance, the registered office of the Applicant will be located at 1500, 850 -- 2nd Street SW, Calgary, Alberta T2P 0R8.

5. The Applicant intends to apply to the Director under the OBCA pursuant to section 181 of the OBCA for authorization to continue under the Business Corporations Act (Alberta), R.S.A. 2000, c. B-9 (the "ABCA").

6. 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.

7. 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 provinces of British Columbia and Alberta.

8. The authorized capital of the Applicant consists of an unlimited number of common shares ("Common Shares"), of which 58,299,497 were issued and outstanding as of the date hereof. All of the issued and outstanding Common Shares are listed for trading on the TSX Venture Exchange under the symbol "PAO".

9. 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").

10. 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.

11. 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 24, 2014 (the "Circular") in respect of the Applicant's annual general and special meeting of shareholders held on May 29, 2014 (the "Meeting"). The Circular was mailed on May 5, 2014 to shareholders of record at the close of business on April 24, 2014, was filed on May 5, 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 ABCA.

12. 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.

13. The Continuance Resolution was approved at the Meeting by 99.48% of the aggregate votes cast by shareholders of the Applicant in respect of the Continuance Resolution.

14. 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.

15. The Continuance is proposed to be made as the head office of the Applicant is located in Calgary, Alberta.

16. 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.

17. The material rights, duties and obligations of a corporation governed by the ABCA 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 ABCA.

DATED at Toronto on this 20th day of June, 2014.

"Edward P. Kerwin"
Commissioner
Ontario Securities Commission
 
"Deborah Leckman"
Commissioner
Ontario Securities Commission