OSC Re Gold Summit Corporation Consent

Headnote

Consent given to OBCA corporation to continue under the CBCA.

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., ss. 181, 185.

Canada Business Corporations Act, R.S.C. 1985, c. C-44, as am.

Securities Act, R.S.O. 1990, c. S.5, as am.

Regulations Cited

O. Reg. 289/00, as am., s. 4(b).

R.R.O. 1990, Reg. 1015, as am.

IN THE MATTER OF

THE REGULATION MADE UNDER

THE BUSINESS CORPORATIONS ACT (ONTARIO)

R.S.O. 1990, c. B.16 (the 'OBCA') AND

ONT.REG. 289/00 (THE 'FORMS REGULATION')

AND

IN THE MATTER OF

GOLD SUMMIT CORPORATION

CONSENT

(Clause 4(b) of the Forms Regulation)

UPON the application (the 'Application') of Gold Summit Corporation (the 'Corporation') to the Ontario Securities Commission (the 'Commission') requesting the consent of the Commission to continue into another jurisdiction pursuant to clause 4(b) of the Forms Regulation;

AND UPON considering the Application and the recommendation of the staff of the Commission;

AND UPON the Corporation having represented to the Commission that:

1. the Corporation proposes to make application (the 'Application for Continuance') to the Director appointed under the OBCA for authorization to continue under the Canada Business Corporations Act, R.S.C. 1985, c. C-44 (the 'CBCA'), pursuant to section 181 of the OBCA;
2. pursuant to clause 4(b) of the Forms Regulation, where the corporation is an offering corporation, the Application for Continuance must be accompanied by the consent of the Commission;
3. the Corporation is an offering corporation under the OBCA and is a reporting issuer under the Securities Act, R.S.O. 1990, c. S.5, (the 'Act');
4. the Corporation is not a defaulting reporting issuer under the Act or the regulation thereunder and is not a party to any proceeding nor, to the best of its knowledge, information and belief, any pending proceeding under the Act;
5. the continuance of the Corporation under the CBCA has been proposed because the Corporation believes it to be in its best interest to conduct its affairs in accordance with the CBCA;
6. the material rights, duties and obligations of a corporation under the CBCA are substantially similar to those under the OBCA with the exception that the OBCA requires that a majority of a corporation's directors be resident Canadians whereas the CBCA was recently amended to provide that only one-quarter of directors need be resident Canadians;
7. the shareholders of the Corporation have approved the continuance under the CBCA at a Special Meeting of the Shareholders held on May 20, 2003 (the 'Meeting');
8. the management proxy circular of the Corporation dated April 17, 2003 provided to all shareholders of the Corporation in connection with the Meeting advised the shareholders of their dissent rights pursuant to section 185 of the OBCA; and
9. the Corporation presently intends to continue to be a reporting issuer in the Province of Ontario.

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 Corporation under the CBCA.

August 29, 2003.

'Wendell S. Wigle''Lorne Morphy'