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.

Regulations Cited

Ont. Reg. 289/00, as am., s. 4(b), made under the Business Corporations Act, R.S.O. 1990, c. B.16, as am.

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 SENATOR MINERALS INC.

CONSENT (Subsection 4(b) of the Regulation)

UPON the application of Senator Minerals 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 effective January 13, 1972 under the name Manbar Explorations Limited. The Applicant changed its name to "Senator Minerals Inc." on November 12, 1998. The Applicant's subsidiaries are 515427 BC Ltd., a company incorporated under the laws of the Province of British Columbia, and Senator Minerals US Inc., a company incorporated under the laws of the State of Nevada, both of which are wholly-owned by the Applicant.

2. The Applicant's registered office is located at 40 King Street West, Suite 3100, Toronto Ontario, M5H 3Y2.

3. The authorized capital of the Applicant consists of an unlimited number of common shares ("Common Shares") and an unlimited number of special shares issuable in series ("Special Shares"), of which there are currently 1,152,179 Common Shares and no Special Shares issued and outstanding. The Common Shares of the Applicant are listed for trading on the TSX Venture Exchange under the symbol "SNR". The Common Shares are also listed for trading on the Frankfurt Stock 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").

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 and Alberta, with its principal regulator being British Columbia. The Applicant is not a reporting issuer or the equivalent in any other jurisdiction.

7. The Applicant's mineral exploration business is currently focused on developing the Harbey Gold Project, a property located on Vancouver Island, British Columbia, in which the Applicant has the option to acquire a 100% interest in the Project.

8. 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 legislations of any other jurisdiction in which it is a reporting issuer.

9. 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.

10. A summary of the material provisions of the proposed articles of the continued corporation was provided to the Applicant's shareholders (the "Shareholders") in its management information circular (the "Circular") for its January 2, 2014 annual general and special meeting (the "Meeting"). The Circular was mailed to shareholders of record at the close of business on December 5, 2013 and was filed on SEDAR on December 12, 2013.

11. In accordance with the OBCA, 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.

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 Resolution was unanimously approved at the Meeting by the Applicant's voting shareholders in respect of the Continuance Resolution. None of the shareholders of the Applicant exercised dissent rights pursuant to section 185 of the OBCA.

14. Three of the Applicant's directors are resident in British Columbia, and the fourth director is resident in Alberta.

15. Given that the Applicant's business, headquarters and management are located in British Columbia, the Applicant believes it is most appropriate to be governed under the corporate law of British Columbia.

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 continue to keep the British Columbia Securities Commission as 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 19th day of August, 2014.

"Mary G. Condon"
Commissioner
Ontario Securities Commission
"Sarah B. Kavanagh"
Commissioner
Ontario Securities Commission