Sandspring Resources Ltd. – s. 4(b) of Ont. Reg. 289/00 under the OBCA

Headnote

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under 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, Ont. Reg. 289/00.

IN THE MATTER OF R.R.O. 1990, REGULATION 289/00, AS AMENDED (the REGULATION) UNDER THE BUSINESS CORPORATIONS ACT (ONTARIO), R.S.O. 1990 c. B.16, AS AMENDED (the OBCA) AND IN THE MATTER OF SANDSPRING RESOURCES LTD.

CONSENT (Subsection 4(b) of the Regulation)

UPON the application of Sandspring Resources Ltd. (the Applicant) to the Ontario Securities Commission (the Commission) requesting the Commission's consent to the Applicant continuing 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 an offering corporation under the OBCA.

2. The Applicant's common shares (the Common Shares) are listed and posted for trading on the TSX Venture Exchange (the Exchange) under the ticker symbol "SSP".

3. As at November 6, 2019, the Applicant had 281,193,672 issued and outstanding Common Shares.

4. The Applicant intends to apply to the Director pursuant to section 181 of the OBCA (the Application for Continuance) for authorization to continue as a corporation under the Business Corporations Act (British Columbia), S.B.C. 2002, c.57, as amended (the BCBCA).

5. The principal reason for the Application for Continuance is that the interests of the Applicant would be better served under the BCBCA as the Applicant's administrative and accounting staff are located in Vancouver, British Columbia, and the Applicant no longer maintains an office in Ontario.

6. 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.

7. The Applicant is a reporting issuer in the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador, and will remain a reporting issuer in these jurisdictions following the Continuance.

8. The Applicant is not in default of any of the provisions of the OBCA, the Securities Act, R.S.O. 1990, c. S.5, as amended (the Act), including the regulations made thereunder, or the applicable securities legislation of any other jurisdiction in which it is a reporting issuer.

9. The Applicant is not subject to any proceeding under the OBCA, the Act or the applicable securities legislation of any other jurisdiction in which it is a reporting issuer.

10. The Applicant is not in default of any provision of the rules, regulations or policies of the Exchange.

11. The Commission is the principal regulator of the Applicant. Following the Continuance, the Applicant intends that the British Columbia Securities Commission be its principal regulator.

12. The Applicant's management information circular dated September 27, 2019 for its annual general and special meeting of shareholders, held on November 5, 2019 (the Shareholders' Meeting) described the proposed Continuance and disclosed the reasons for it and its implications. It also disclosed full particulars of the dissent rights of the Applicant's shareholders under section 185 of the OBCA.

13. The Applicant's shareholders authorized the Continuance at the Shareholders' Meeting by special resolution that was approved by 93.90% of the votes cast; no shareholders exercised dissent rights pursuant to section 185 of the OBCA.

14. Subsection 4(b) of the Regulation requires the Application for Continuance to be accompanied by a consent from the Commission.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

THE COMMISSION CONSENTS to the continuance of the Applicant as a corporation under the BCBCA.

DATED at Toronto on this 19th day of November 2019.

"Poonam Puri"	"Cecilia Williams"
Commissioner	Commissioner
Ontario Securities Commission	Ontario Securities Commission