Grenville Gold Corporation - s. 4(b) of the Regulation

Headnote

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

Statutes Cited

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

Regulations Cited

Regulation made under the Business Corporations Act, O. 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

GRENVILLE GOLD CORPORATION

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of Grenville Gold Corporation (the Applicant) to the Ontario Securities Commission (the Commission) requesting the consent of the Commission for the Applicant to continue into another jurisdiction pursuant to 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 was incorporated under the OBCA on November 17, 1994. Its registered office is located at 93 Gloucester Street, Toronto, Ontario M4Y 1M2 and its head office is located at Suite 208, 905 West Pender Street, Vancouver, BC, V6C 1L6. On December 15, 1999, the Applicant filed Articles of Amendment removing the restrictions in the transfer of its common shares. On September 16, 2002, the Applicant filed Articles of Amendment subdividing its issued and outstanding common shares on the basis of three (3) new common shares for one (1) old common share of the Applicant.

2. The Applicant has an authorized share capital consisting of an unlimited number of common shares, of which 42,676,511 common shares were issued and outstanding as of December 31, 2008.

3. The Applicant is a Tier 2 issuer in accordance with the policies of the TSX Venture Exchange (the Exchange). The Applicant's outstanding common shares are listed and posted for trade on the Exchange under the symbol "GVG".

4. The Applicant intends to apply (the Application for Continuance) to the Director under the OBCA for authorization to continue under the Business Corporation Act, S.B.C. 2002, c. 57 (the BCBCA) pursuant to section 181 of the OBCA (the Continuance). Pursuant to subsection 4(b) of the Regulation, where a corporation is an offering corporation, the Application for Continuance must be accompanied by a consent for the Commission.

5. 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 is also a reporting issuer or its equivalent under the securities legislation of the province of British Columbia and Alberta (collectively, the Legislation).

6. The Applicant intends to remain a reporting issuer under the Act and the Legislation after the Continuance.

7. The Applicant is not in default of any of the provision of the Act or the regulations or rules made thereunder and is not in default under the securities legislation of any other jurisdiction where it is a reporting issuer or its equivalent.

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

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

10. The holders of common shares of the Applicant (the Shareholders) authorized the Continuance of the Applicant at a special meeting of Shareholders held on June 19, 2008 (the Meeting). The special resolution authorizing the Continuance was approved at the Meeting by 100% of the votes cast.

11. The management information circular of the Applicant dated May 21, 2008, provided to all the Shareholders in connection with the Meeting, included a summary of the differences between the BCBCA and the OBCA and advised Shareholders of their dissent rights in connection with the Continuance pursuant to Section 185 of the OBCA.

12. 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.

13. The Continuance is proposed to be made because the Applicant believes it to be in the best interest to continue as a corporation and conduct its affairs in accordance with the laws of the Province of British Columbia because

a) the Applicant's officers are resident of British Columbia;

b) the majority of the Applicant's directors are residents of British Columbia;

c) the Applicant's auditors and legal advisors are based in British Columbia.

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

DATED at Toronto, Ontario this 16th of January, 2009.

UNDERTAKING

The Applicant hereby undertakes that it will complete and file an "Issuer Form of Submission to Jurisdiction and Appointment of Agent for Service of Process" in the form of Schedule "A" hereto (the "Submission to Jurisdiction Form") with the Commission through the System for Electronic Document Analysis and Retrieval (SEDAR) promptly following the effective date of the Continuance.

The Applicant hereby further undertakes that it will maintain and update the information contained in the Submission to Jurisdiction Form, or furnish a new Submission to Jurisdiction Form, in accordance with the provisions contained therein.

Dated: _________________________

Name: _________________________

Title: _________________________

SCHEDULE "A"

ISSUER FORM OF SUBMISSION TO

JURISDICTION AND APPOINTMENT OF

AGENT FOR SERVICE OF PROCESS

Name of issuer (the "Issuer)

_________________________

Jurisdiction of incorporation, or equivalent, of Issuer:

_________________________

Address of principal place of business of Issuer:

_________________________

Description of securities (the "Securities"):

_________________________

Name of agent for service of process (the "Agent")

_________________________

Address for service of process of Agent in Canada (which address may be anywhere in Canada)

_________________________

The Issuer designates and appoints the Agent at the address of the Agent stated above as its agent upon whom may be served with a notice, pleading, subpoena, summons or other process in an action, investigation or administrative, criminal, quasi-criminal, penal or other proceeding (the "Proceeding") arising out of, relating to or concerning the obligations of the Issuer as a reporting issuer and irrevocably waives any right to raise as a defense in any such Proceedings an alleged lack of jurisdiction to bring such Proceedings.

The Issuer irrevocably and unconditionally submits to the non-exclusive jurisdiction of:

the judicial, quasi-judicial and administrative tribunals of each of the provinces and territories of Canada in which the Securities of the Issuer have been distributed; and

any administrative proceeding in any such province or territory,

in any Proceedings arising out of or related to or concerning the obligations of the Issuer as a reporting issuer.

Until six years after it has ceased to be a reporting issuer in any Canadian province or territory, the Issuer shall file a new Submission to Jurisdiction and Appointment of Agent for Service of Process substantially in then form or as otherwise prescribed by securities law at least 30 days before termination, for any reason, of this Submission to Jurisdiction and Appointment of Agent for Service of Process.

Until six years after it has ceased to be a reporting issuer in any Canadian province of territory, the Issuer shall file an amended Submission to Jurisdiction and Appointment of Agent for Service of Process at least 30 days before a change in the name or the address of the Agent.

This Submission to Jurisdiction and Appointment of Agent for Service of Process shall be governed by and construed in accordance with the laws of the Province of Ontario.

Dated: _________________________

Signature of Signing Officer of Issuer

AGENT

The undersigned accepts the appointment as agent for service of process of Grenville Gold Corporation under the terms and conditions of the preceding Submission to Jurisdiction and Appointment of Agent for Service of Process.

Dated: _________________________