Toubani Resources Inc.

Headnote

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the Corporations Act 2001 (Cth) of Australia.

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. 398/21, as am., s. 21(b).

IN THE MATTER OF O. REG. 398/21 (the "Regulation")

UNDER THE BUSINESS CORPORATIONS ACT (ONTARIO), R.S.O. 1990 c. B.16, AS AMENDED (the "OBCA")

AND

IN THE MATTER OF TOUBANI RESOURCES INC.

CONSENT

(Subsection 21(b) of the Regulation)

UPON the application (the "Application") of Toubani Resources Inc. (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting the Commission's consent to the Applicant continuing in another jurisdiction pursuant to section 181 of the OBCA (the "Continuance");

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 is an offering corporation under the OBCA.

2. The authorized capital of the Applicant consists of an unlimited number of common shares (the "Common Shares"). As of September 19, 2023, 117,528,848 Common Shares were issued and outstanding. All of the issued and outstanding Common Shares of the Applicant are listed for trading on the Australian Securities Exchange (the "ASX") under the ASX code "TRE".

3. The Applicant intends to apply to the Director under the OBCA pursuant to Section 181 of the OBCA for authorization to continue into Australia under the Corporations Act 2001 (Cth) of Australia (the "Corporations Act").

4. The Corporations Act permits foreign jurisdiction corporations to continue under the laws of Australia.

5. The Applicant is a reporting issuer under the Securities Act, R.S.O. 1990, c.S.5, as amended (the "Act") and the securities legislation in each of British Columbia and Alberta (together with the Act, the "Legislation").

6. Following the Continuance, the Applicant will remain a reporting issuer in Ontario and in each of the other Canadian jurisdictions where it is currently a reporting issuer.

7. The Applicant is not in default of any of the provisions of the OBCA or the Legislation, including the regulations made thereunder.

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

9. The Applicant is not subject to any proceeding under the OBCA or the Legislation.

10. The Commission is the principal regulator of the Applicant and will remain the Applicant's principal regulator immediately following the Continuance.

11. The common shares of the Applicant will continue to be listed on the ASX following the Continuance.

12. A summary of the material provisions respecting the Continuance was provided to the shareholders of the Applicant in the management information circular of the Applicant dated July 24, 2023 (the "Circular") in respect of the Applicant's annual general and special meeting of shareholders held on September 1, 2023 (the "Meeting"). The Circular was mailed to shareholders of record at the close of business on August 10, 2023 and was filed electronically on SEDAR+ on August 3, 2023.

13. The Circular included the reasons for the Continuance and its implications. The Circular also disclosed full particulars of the dissent rights of the Applicant's shareholders under section 185 of the OBCA.

14. The board of directors of the Applicant (the "Board") has submitted that the principal reason for the Continuance is to improve the Applicant's administration and efficiency, thereby realizing significant cost savings and being advantageous to shareholders, as the Applicant's primary office will be located in Australia and the Applicant is traded solely on the ASX.

15. The Applicant's shareholders authorized the Continuance at the Meeting by a special resolution that was approved by 99.82% of the votes cast. No shareholder exercised dissent rights pursuant to section 185 of the OBCA.

16. The material rights, duties and obligations of a corporation governed by the Corporations Act are substantially similar to those of a corporation governed by the OBCA.

17. Following the Continuance, the Applicant's name will be changed to "Toubani Resources Limited".

18. Following the Continuance, the Applicant's head office will be relocated to Mount Pleasant, Western Australia, Australia.

19. As the Applicant does not intend to maintain a corporate office in Canada subsequent to the Continuance, the Applicant has provided an undertaking (the "Undertaking") to the Commission 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 Exhibit "A" thereto (the "Submission to Jurisdiction Form") with the Commission through SEDAR+ promptly following the effective date of the Continuance. The Undertaking also provides that the Applicant 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. The form of Undertaking provided to the Commission is attached as Appendix "A".

20. Subsection 21(b) of the Regulation requires the application for continuance be accompanied by a consent from the Commission.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

THE COMMISSION CONSENTS to the Continuance of the Applicant under the Corporations Act.

DATED at Toronto, Ontario this 25th day of September, 2023.

Appendix "A"

UNDERTAKING

TO: Ontario Securities Commission

Re: Undertaking of Toubani Resources Inc. (the "Corporation") in connection with the continuance of the Corporation from Ontario to Australia (the "Continuance")

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The Corporation hereby undertakes that it will complete and file an "Issuer Form of Submission to Jurisdiction and Appointment of Agent for Service of Process" (the "Form") substantially in the form of Exhibit "A" attached hereto with the Commission through SEDAR+ promptly following the Continuance. The Corporation further undertakes that it will maintain and update the information contained in the Form, or furnish a new Form, in accordance with the provisions contained therein.

DATED as of September 20, 2023.

Exhibit "A"

ISSUER FORM OF SUBMISSION TO JURISDICTION AND APPOINTMENT OF AGENT FOR SERVICE OF PROCESS

1. Name of issuer (the "Issuer"):

Toubani Resources Inc.

2. Jurisdiction of incorporation of Issuer:

Australia

3. Address of principal place of business of Issuer:

Suite 8, 7 The Esplanade, Mount Pleasant, WA 6153, Australia

4. Description of securities (the "Securities"):

Common Shares

5. Name of agent (the "Agent"):

Peterson McVicar LLP

6. Address for service of process of Agent in Canada:

Prior to October 5, 2023: 18 King Street East, Suite 902, Toronto, ON M5C 1C4

As of and following October 5, 2023: 110 Yonge Street, Suite 1601, Toronto ON M5C 1T4

7. The Issuer designates and appoints the Agent at the address of the Agent stated above as its agent upon whom may be served any notice, pleading, subpoena, summons or other process in any 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 defence in any such Proceeding any alleged lack of jurisdiction to bring the Proceeding.

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

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

(b) any administrative proceeding in any such province or territory, in any Proceeding arising out of or related to or concerning the obligations of the Issuer as a reporting issuer.

9. Until six years after it has ceased to be a reporting issuer in any Canadian province or territory, the Issuer will file a new submission to jurisdiction and appointment of agent for service of process in this form at least 30 days before termination of this submission to jurisdiction and appointment of agent for service of process.

10. Until six years after it has ceased to be a reporting issuer in any Canadian province or territory, the Issuer will file an amended submission to jurisdiction and appointment of agent for service of process at least 30 days before any change in the name or above address of the Agent.

11. This submission to jurisdiction and appointment of agent for service of process will be governed by and construed in accordance with the laws of Ontario.

Dated: _________, 2023.

AGENT

The undersigned accepts the appointment as agent for service of process of Toubani Resources Inc. under the terms and conditions of the appointment of agent for service of process stated above.

Dated:___________________, 2023.