ANNEXURE
      5





CONSENT
      IN
      LIEU OF SHAREHOLDERS’ MEETING


[MAJORITY
      SHAREHOLDERS]


TALLY-HO
      VENTURES, INC.





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Pursuant
      to Article II Section 9 of the bylaws and 8 Delaware Code § 228(a), we, the
      holders of the number of shares of Common Stock of TALLY-HO VENTURES, INC.,
      set
      forth after our signatures below and as the holders of a majority of the
      outstanding shares of the voting stock entitled to vote at a meeting of
      shareholders, do hereby consent and approve of the appointments authorized
      and
      ratified in a resolution by the board of directors dated May 1 2006 April 19,
      2006. The text of the Board’s Resolution states:





Extract
      from Minutes of the meeting of the board of directors held on April 19,
      2006:





It
      is
      resolved that the Management Discussion Letter presented for filing along with
      10KSB/A Report for the year ended December 31, 2005 is acceptable to the Board
      of Directors of the Company and hence the approved for filing with SEC. A copy
      of the management discussion letter together with 10KSB/A is annexed to the
      minutes.





Extract
      from Minutes of the meeting of the board of directors held on May 1,
      2006:





RESOLVED
      that Mr. Peter James Smith is reappointed as a Member of the Board of Directors,
      Chief Executive Officer and President of the Company with immediate effect
      and
      with all executive powers as per the Bylaws of the Company and under the terms
      and conditions of appointment and remuneration as per the employment contract
      dated May 1. 2006 executed between the Company and Mr. Peter James Smith.





RESOLVED
      that Mr. Jose Mathew Meleth is reappointed as a Member and Secretary of the
      Board of Directors, Chief Financial Officer, Treasurer and Vice President of
      the
      Company with immediate effect and with all executive powers as per the Bylaws
      of
      the Company under the terms and conditions of appointment and remuneration
      as
      per the employment contract dated May 1 2006 executed between the Company and
      Mr. Jose Mathew Meleth.





Minutes
      of
      the resolutions of the board of directors dated April 19 and May 1, 2006 are
      attached to this consent as Annexures 1 and 2.





Pursuant
      to 8 Del code § 228(e), notice shall be given to nonconsenting shareholders
      representing a total of 2,947,134 shares 34.07% of the Common Stock.




SHAREHOLDERS
              NUMBER
              PERCENT
              SIGNATUREOF
                  SHARESPETER
                  J SMITH
              1,876,745
              21.69%
              sdPETER
                  J ELLERY
              1,876,745
              21.69%
              sdSARA
                  STOCKDALE
              0,500,000
              05.78%
              sd
  
  MALCOLM
                  WHITEHEAD
              0,500,000
              05.78%
              sdSALUS
                  WILSON PAREKATT
              0,375,000
              04.33%
              sdSUZIE
                  PALMER
              0,375,000
              04.33%
              sdJOSE
                  M MELETH
              0,200,000
              02.31%
              sdABSENT
              2,947,134
              34.07%TOTAL
              8,650,624
              0100%








TALLY-HO
      VENTURES, INC.





NOTICE
      TO
      NONCONSENTING MINORITY SHAREHOLDERS





Pursuant
      to 8 Del code §228(e), you, a nonconsenting minority shareholder, are hereby
      given notice that on May 1, 2006, the Board of Directors of Tally-Ho Ventures,
      Inc., a Delaware corporation, has approved the annual report for the financial
      period ended December 31, 2005 and reappointment of Mr. Peter Smith and Mr.
      Jose
      Meleth as per the terms and conditions contained in the respective agreements
      attached to the board resolution and the consent of majority shareholders
      attached to this notice.





You
      need
      take no action. Please contact us at our contact information below with any
      questions.





Sincerely,











——————————————


Jose
      M
      Meleth


Secretary