Lithium One Inc. -- s. 1(6) of the OBCA

Headnote

Filer deemed to have ceased to be offering its securities to the public under the OBCA.

Applicable Legislative Provisions

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 1(6).

IN THE MATTER OF

THE BUSINESS CORPORATIONS ACT (ONTARIO),

R.S.O. 1990, c. B.16, AS AMENDED

(the OBCA)

AND

IN THE MATTER OF

LITHIUM ONE INC.

(the Applicant)

ORDER

(Subsection 1(6) of the OBCA)

UPON the application of the Applicant to the Ontario Securities Commission (the Commission) for an order pursuant to subsection 1(6) of the OBCA to be deemed to have ceased to be offering its securities to the public;

AND UPON the Applicant representing to the Commission that:

1. The Applicant is an "offering corporation" as defined in the OBCA, and has an authorized capital consisting of an unlimited number of common shares (Common Shares).

2. The head office of Applicant is located at 130 Adelaide Street West, Suite 1010, Toronto, Ontario, M5H 3P5.

3. On July 3, 2012, Galaxy Resources Limited (Galaxy), through its wholly-owned Canadian subsidiary Galaxy Lithium One Inc. (Canco), acquired all of the issued and outstanding Common Shares of the Applicant through a plan of arrangement under the OBCA (the Arrangement).

4. Holders of options and notes of the Applicant also received consideration for such securities and there are therefore no longer options or notes of the Applicant outstanding.

5. As of the date of this decision, all of the outstanding securities of the Applicant are beneficially owned, directly or indirectly, by one sole security holder, Canco, a direct wholly-owned subsidiary of Galaxy.

6. The Common Shares, traded under the symbol "LI", were delisted from the TSX Venture Exchange as of the close of trading on July 5, 2012.

8. No securities of the Applicant are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation.

10. The Applicant is not a reporting issuer or equivalent in any jurisdiction in Canada.

11. The Applicant has no intention to seek public financing by way of an offering of securities.

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

IT IS HEREBY ORDERED by the Commission pursuant to subsection 1(6) of the OBCA that the Applicant be deemed to have ceased to be offering its securities to the public for the purpose of the OBCA.

Dated: August 7, 2012