Goldpark China Limited - ss. 4(b) of Reg. 289

Headnote

Consent given to OBCA corporation to continue under the Business Corporations Act (British Columbia).

Statutes Cited

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

Business Corporations Act (British Columbia), S.B.C. 2002, c. 57.

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

Regulations Cited

Regulation made under the Business Corporations Act, O. Reg. 289/00, as am., s. 4(b).

IN THE MATTER OF

ONT. REG. 289/00, AS AMENDED (THE REGULATION)

MADE UNDER THE BUSINESS CORPORATIONS ACT,

R.S.O. 1990, c.B.16, AS AMENDED (THE OBCA)

AND

IN THE MATTER OF

GOLDPARK CHINA LIMITED

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application (the Application) of Goldpark China Limited (the Applicant) to the Ontario Securities Commission (the Commission) requesting a consent from the Commission for the Applicant to continue in another jurisdiction, as required by subsection 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 intends to apply (the Application for Continuance) to the Director under the OBCA for authorization to continue under the Business Corporations Act (British Columbia), S.B.C. 2002, c. 57 (the BCA).

2. Pursuant to subsection 4(b) of the Regulation, where the corporation is an offering corporation, the Application for Continuance must be accompanied by a consent from the Commission.

3. The Applicant was incorporated under the OBCA on August 11, 1983 and its head office is located at Suite 1012, 28 Olive Avenue, Toronto, Ontario. The Applicant is an offering corporation under the OBCA and is a reporting issuer under the Securities Act, R.S.O. 1990, c. S.5, as amended (the Act). The Applicant's authorized share capital consists of an unlimited number of common shares and an unlimited number of preference shares, issuable in series.

4. The Applicant intends to remain a reporting issuer under the Act.

5. The Applicant is not in default of any of the provisions of the Act or the regulations or rules made thereunder.

6. The Applicant is not a party to any proceeding or, to the best of its knowledge, information and belief, pending proceeding under the Act.

7. The Applicant's shareholders authorized the continuance of the Applicant as a corporation under the BCA by special resolution at a meeting of shareholders held on May 21, 2004.

8. There are no residency requirements for directors under the BCA. The Applicant's management believes that the interests of the Applicant will be better served under the BCA, which provides greater flexibility in attracting experienced directors of any nationality to serve the Applicant.

9. The material rights, duties and obligations of a corporation governed by the BCA 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 BCA.

June 1, 2004.