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.

Business Corporations Act, S.B.C. 2002, c. 57.

Regulations Cited

Regulation made under the Business Corporations Act, O. Reg. 289/00, as am., s. 4(b).

July 9, 2014

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 GALAHAD METALS INC.

CONSENT (Subsection 4(b) of the Regulation)

UPON the application of Galahad Metals Inc. (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 into the Province of British Columbia, (the "Continuance") 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 incorporated under the OBCA by articles of incorporation effective August 1, 2000.

2. The Applicant's registered and head office is located at 716 Pelton Road, Kemptville, Ontario, K0G 1J0.

3. The authorized capital of the Applicant consists of an unlimited number of common shares ("Common Shares") and an unlimited number of series preferred shares ("Series Preferred Shares"), of which there are currently 56,222,860 Common Shares and no Series Preferred Shares issued and outstanding. The Common Shares of the Applicant are listed for trading on the Canadian Securities Exchange under the symbol "RHX". The Applicant does not have any securities listed on any other exchange, except for the Canadian Securities Exchange.

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 into the Province of British Columbia under the Business Corporations Act (British Columbia), S.B.C. 2002, c. 57 (the "BCBCA") (the "Continuance").

5. Pursuant to subsection 4(b) of the Regulation, the Application for Continuance must, in the case of an "offering corporation" (as 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 under the Securities Act (Ontario) R.S.O. 1990, c. S.5, as amended (the "Act"), and is also a reporting issuer under the securities legislation of British Columbia, Alberta, Saskatchewan, Nova Scotia and New Brunswick. The Applicant is not a reporting issuer or the equivalent in any other jurisdiction.

7. The general nature of the Applicant's business is exploration, development, exploitation and acquisition of mineral properties.

8. The Applicant has no subsidiaries.

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

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

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 7, 2014 (the "Circular") in respect of the Applicant's special meeting of shareholders held on May 28, 2014 (the "Meeting"). The Circular was mailed to shareholders of record at the close of business on April 7, 2014 and was filed on SEDAR on April 22, 2014.

12. In accordance with the OBCA and the Act and the Applicant's constating documents, the special resolution of shareholders to be obtained at the Meeting in connection with the proposed Continuance (the "Continuance Resolution") required the approval of a minimum majority of 66 2/3% of the aggregate votes cast by the shareholders present in person or by proxy at the Meeting. Each shareholder is entitled to one vote for each Common Share held.

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 95.93% of the votes cast by the shareholders of the Applicant in respect of the Continuance Resolution. None of the shareholders of the Applicant exercised dissent rights pursuant to section 185 of the OBCA.

15. The Applicant believes that certain aspects of the BCBCA will better facilitate the Applicant's business and affairs than the OBCA. In particular, the BCBCA will offer the Applicant greater flexibility with respect to the recruitment of non-resident directors.

16. Following the Continuance:

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

b. the Applicant's registered office will be located in Vancouver, British Columbia;

c. the Applicant's head office will be located in Vancouver, British Columbia; and

d. the Applicant will apply to make the British Columbia Securities Commission its principal regulator.

17. 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 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 9th day of July, 2014.

"Deborah Leckman"
Commissioner
Ontario Securities Commission
 
"Wes M. Scott"
Commissioner
Ontario Securities Commission