Titanium Corporation Inc. - s. 4(b) of the Regulation

Headnote

Consent given to an offering corporation under the Business Corporations Act (Ontario) 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, Ont. 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

TITANIUM CORPORATION INC.

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of Titanium Corporation Inc. (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 formed by articles of amalgamation under the OBCA on July 24, 2001 pursuant to the amalgamation of Titanium Corporation of Canada Limited and NAR Resources Ltd.

2. The registered office of the Applicant is located at 360 Bay Street, Suite 1001, Toronto, Ontario M5H 2V6.

3. The Applicant is authorized to issue an unlimited number of common shares, where each common share provides the holder with one vote. There were 56,309,317 common shares issued and outstanding as of March 12, 2009.

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

5. The Applicant intends to apply (the Application for Continuance) to the Director 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 Continuance).

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

7. 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) and the securities legislation of each of British Columbia, Alberta and Quebec (collectively, the Legislation).

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

9. The Applicant is not in default of any of the provisions of the Act or the rules or regulations made thereunder and is not in default under the Legislation.

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

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

12. The Applicant's shareholders authorized the Continuance of the Applicant as a corporation under the CBCA by special resolution at an annual and special meeting of shareholders held on January 26, 2009 (the Meeting). Shareholders holding 11,332,741 common shares voted at the Meeting with 11,330,751 votes cast in favour and 1,990 votes cast against either in person or by proxy representing approval of 99.98% of votes cast.

13. Pursuant to section 185 of the OBCA, all shareholders of record as of the record date for the Meeting are entitled to dissent rights in connection with the Application for Continuance. The management information circular of the Applicant dated December 12, 2008, which was provided to all shareholders of the Applicant in connection with the Meeting, advised the shareholders of their dissent rights and included a summary comparison of the differences between the OBCA and the CBCA.

14. The Applicant's material rights, duties and obligations under the CBCA will be substantially similar to those under the OBCA.

15. The Continuance is proposed to be made because the Applicant has over the years expanded its operations from Ontario and Eastern Canada and in particular focused its operations in Alberta and Saskatchewan. As a result, it would be generally preferable for the federal corporate statute to apply to the Applicant.

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 CBCA.

DATED at Toronto, Ontario this 17th day of March, 2009.