King Products Inc. - Consent

Headnote

Consent given to an offering 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.

Regulations Cited

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

May 17, 2005

IN THE MATTER OF

ONTARIO REGULATION 289/00, AS AMENDED (THE "REGULATION")

MADE UNDER THE BUSINESS CORPORATIONS ACT,

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

AND

IN THE MATTER OF

KING PRODUCTS INC.

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of King Products Inc. ("King" or the "Corporation") to the Ontario Securities Commission (the "Commission") requesting a consent from the Commission for King to continue in 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 King having represented to the Commission that:

1. King is proposing to submit an application to the Director under the Business Corporations Act (Ontario) (the "OBCA") 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) (the "BCBCA").

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

3. The Corporation was amalgamated under the OBCA on January 1, 2000. The predecessor company was incorporated under the laws of the Province of Ontario by articles of incorporation dated March 11, 1988. Prior to February 1, 1994, the Corporation operated under the name Wizard Lake Petroleum Corp. On February 1, 1994, articles of amendment were filed to change the Corporation's name and to consolidate its issued and outstanding common shares.

4. The Corporation's authorized capital consists of an unlimited number of common shares (the "Common Shares"), an unlimited number of non-participating, voting Class B preference shares (the "Class B Shares") and an unlimited number of voting Class C preference shares (the "Class C Shares"), of which approximately 53,593,270 Common Shares, nil Class B Shares and nil Class C Shares are issued and outstanding.

5. King 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"). King is also a reporting issuer under the securities legislation of each of the provinces of British Columbia, Alberta and Nova Scotia. King will remain a reporting issuer in Ontario and in the other jurisdictions where it is a reporting issuer.

6. King is not in default under any provision of the Act or the regulations or rules made under the Act and is not in default under the securities legislation of any other jurisdiction where it is a reporting issuer.

7. King is not a party to any proceeding nor, to the best of its knowledge, information and belief, any pending proceeding under the Act.

8. The Application for Continuance of King is to be approved by the shareholders of King by special resolution at the annual and special meeting of shareholders (the "Meeting") to be held on May 18, 2005.

9. Pursuant to the Section 185 of the OBCA, all shareholders of record as of the record date for the Meeting are entitled to dissent rights with respect to the Application for Continuance (the "Dissent Rights").

10. The management information circular dated April 20, 2005 (the "Circular") provided to all shareholders in connection with the Meeting advised the holders of Common Shares of King of their Dissent Rights.

11. The Application for Continuance is being made in connection with the proposed business combination of King with Moto Goldmines Limited ("Moto") of Western Australia, by way of a scheme of arrangement under Australian law (the "Merger"). It is a condition of the Merger that King be continued as a corporation under the laws of British Columbia. King also believes that continuance under the BCBCA will provide King with greater flexibility in carrying on the business of Moto pursuant to the Merger more particularly described in the Circular. Due to the international nature of Moto's business, as more particularly described in the Circular, management believes that having British Columbia company status is in the interest of King to be able to elect or appoint directors and to conduct its affairs in accordance with the provisions of the BCBCA.

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.

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 King as a corporation under the Business Corporation Act (British Columbia).