Southern Cross Resources Inc. - cl. 4(b) of Reg. 289/00

Headnote

Consent given to OBCA corporation to continue under the Canada Business Corporations Act.

Statutes Cited

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

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

Regulations Cited

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

IN THE MATTER OF

THE REGULATION MADE UNDER

THE BUSINESS CORPORATIONS ACT, R.S.O. 1990,

C. B.16, AS AMENDED (THE "OBCA")

ONTARIO REGULATION 289/00 (THE "REGULATION")

AND

IN THE MATTER OF

SOUTHERN CROSS RESOURCES INC.

CONSENT

(Clause 4(b) of the Regulation)

UPON the resubmission of an application (the "Application") of Southern Cross Resources Inc. (the "Corporation") to the Ontario Securities Commission (the "Commission") requesting an updated consent of the Commission to continue into another jurisdiction pursuant to clause 4(b) of the 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 is a corporation existing under the provisions of the OBCA. The registered office of the Corporation is located at 26 Wellington Street East, Suite 820, Toronto, Ontario, M5E 1S2.

2. The Corporation is proposing to resubmit an application to the Director appointed under the OBCA for authorization to continue under the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended (the "CBCA"), pursuant to section 181 of the OBCA (the "Application for Continuance"). The Director previously authorized the Corporation's continuance on July 6, 2004, which authorization has expired.

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

4. 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, as amended (the "Act"). The Corporation is also a reporting issuer in the province of New Brunswick. The Corporation's common shares are listed for trading on The Toronto Stock Exchange.

5. The Corporation is not in default of any of the provisions of the Act or the regulations or rules made under the Act and is not in default under the security legislation of any other jurisdiction where it is a reporting issuer.

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

7. The Corporation presently intends to remain a reporting issuer in the Province of Ontario.

8. The continuance under the laws of the Province of Ontario was voted on and duly approved by the shareholders of the Corporation at the annual and special meeting of shareholders held on June 9, 2004.

9. The continuance 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.

10. 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 a majority of a corporation's directors be resident Canadians whereas the CBCA requires only one-quarter of directors need be resident Canadians.

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.

March 11, 2005.