Securities Law & Instruments

Headnote

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the laws of the province of 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, Ont. 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 FIRST SAHARA ENERGY INC.

CONSENT (Subsection 4(b) of the Regulation)

UPON the application (the "Application") of First Sahara Energy Inc. (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting the consent from the Commission for the Applicant to continue in another jurisdiction (the "Continuance"), as required by clause 4(b) of the Regulation;

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 March 11, 2003.

2. The Applicant's registered office is located at 200 Bay Street, Royal Bank Plaza, South Tower, Suite 3800, Toronto, Ontario M5J 2Z4. The Applicant's head office is located at 580 Hornby Street, Suite 430, Vancouver, British Columbia V6C 3B6.

3. The Applicant's authorized share capital consists of an unlimited number of common shares ("Common Shares") of which 80,666,764 Common Shares are issued and outstanding as of the date hereof. The Common Shares are listed for trading on the Canadian Securities Exchange.

4. The general nature of the Applicant's business is an oil and gas exploration company with properties and interests in eastern Canada.

5. 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 (Alberta) R.S.A. 2000, c. B-9 (the "ABCA").

6. Pursuant to clause 4(b) of the Regulation, where a corporation is an "offering corporation" under the OBCA, the Application for Continuance must be accompanied by a consent from the Commission.

7. The Applicant is an "offering corporation" under the OBCA and is a reporting issuer within the meaning of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act"). The Applicant is a reporting issuer in the jurisdictions of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia and Prince Edward Island. The Applicant is not a reporting issuer in any other jurisdiction. The Applicant's principal regulator is British Columbia. The Applicant intends to remain a reporting issuer under the Act following the Continuance.

8. The Applicant is not in default of any of the provisions of the OBCA, the securities legislation of any jurisdiction in Canada or the regulations or rules made under the securities legislation of any jurisdiction in Canada.

9. The Applicant is not a party to any proceeding or, to the best of its knowledge, information and belief, pending proceeding under the OBCA or the securities legislation of any jurisdiction in Canada.

10. The holders of Common Shares of the Applicant authorized the Continuance of the Applicant at a special meeting of shareholders (the "Meeting") held on October 10, 2014. The special resolution authorizing the Continuance was approved at the Meeting by 99.92% of the votes cast.

11. The management information circular of the Applicant dated September 8, 2014 (the "Circular") provided to all shareholders of the Applicant in connection with the Meeting included full disclosure of the reasons for, and the implications of, the proposed Continuance, including a summary of the material differences between the OBCA and the applicable provisions of the ABCA. The Circular was mailed on September 18, 2014 to shareholders of record on September 8, 2014.

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 the applicable law. None of the shareholders of the Applicant exercised dissent rights pursuant to section 185 of the OBCA.

13. The board of directors considers it to be in the best interest of the Applicant to continue under the ABCA because the location of the Applicant's Canadian counsel is in Alberta and the Continuance will result in administrative efficiencies and lower costs to the Applicant.

14. 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 company under the ABCA.

DATED at Toronto, Ontario this 25th day of November, 2014.

"James Turner"
Ontario Securities Commission
 
"Deborah Leckman"
Ontario Securities Commission