Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the Business Corporations Act (Alberta).
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.
Regulation made under the Business Corporations Act, O. 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")
IN THE MATTER OF
RYLAND OIL CORPORATION
(Subsection 4(b) of the Regulation)
UPON the application (the "Application") of Ryland Oil Corporation (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting the consent from the Commission for the Applicant to continue in another jurisdiction (the "Continuance"), as required by 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 incorporated on April 25, 1975 under the OBCA.
2. The Applicant's head office is located in the province of British Columbia and its registered office is located in the province of Ontario. Immediately following completion of the Continuance, the registered office of the Applicant will be located at #1250, 639 -- 5th Avenue S.W., Calgary, AB T2P 0M9. Upon completion of the Arrangement (as hereinafter defined) and the amalgamation provided for thereunder, the registered office of the amalgamated entity, Ryland Oil ULC, will be #3700, 400 -- 3rd Avenue S.W., Calgary, AB T2P 4H2.
3. The Applicant has an authorized share capital of an unlimited number of common shares ("Common Shares"), of which 201,673,418 Common Shares are currently issued and outstanding.
4. The Common Shares are listed and posted for trading on the TSX Venture Exchange Inc. ("TSXV") under the symbol "RYD".
5. The Applicant intends to apply to the Director under the OBCA pursuant to section 181 of the OBCA ("Application for Continuance") for authorization to continue as a corporation under the Business Corporations Act (Alberta) (the "ABCA").
6. Pursuant to subsection 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.
7. The Applicant is an offering corporation under the OBCA and is a reporting issuer under the Securities Act (Ontario) (the "Act"). The Applicant is also a reporting issuer under the securities legislation of each of the provinces of British Columbia, Alberta and Nova Scotia.
8. The Applicant is not in default of 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.
9. The Applicant is not in default under any of the rules, regulations or policies of the TSXV.
10. The Applicant is not a party to any proceeding or, to the best of its knowledge, information and belief, any pending proceeding under the Act or under the OBCA.
11. The Continuance is being contemplated in conjunction with a plan of arrangement (the "Arrangement") involving the Applicant, the shareholders of the Applicant, Crescent Point Energy Corp., Pebble Petroleum Inc., Crescent Point Resources Partnership and Crescent Point ULC pursuant to which Crescent Point Energy Corp. will acquire all of the Common Shares of the Applicant in exchange for common shares of Crescent Point Energy Corp.
12. In addition to the exchange of Common Shares of the Applicant for common shares of Crescent Point Energy Corp., the Arrangement contemplates, and the Continuance will permit, the amalgamation of the Applicant with Pebble Petroleum Inc., a corporation incorporated under the laws of British Columbia, and Crescent Point ULC, an unlimited liability corporation to be incorporated under the ABCA. The resulting entity formed by this amalgamation, Ryland Oil ULC, will be wholly-owned by Crescent Point Energy Corp.
13. The details of the Arrangement are further described in the management information circular of the Applicant dated July 22, 2010 (the "Circular") provided to the holders of Common Shares of the Applicant (the "Shareholders") in connection with the annual and special meeting of the shareholders held on August 19, 2010 (the "Meeting").
14. The special resolutions authorizing the Continuance under the ABCA and Arrangement were approved by the requisite majority of Shareholders at the Meeting.
15. Pursuant to section 185 of the OBCA, all Shareholders of record as of the record date for the Meeting were entitled to dissent rights with respect to the Continuance. The Circular provided to all Shareholders in connection with the Meeting included a summary of the material differences between the OBCA and ABCA and advised the Shareholders of their dissent rights in respect of the Continuance pursuant to section 185 of the OBCA.
16. The material rights, duties and obligations of a corporation governed by the ABCA are substantially similar to those of a corporation governed by the OBCA.
17. The Applicant intends to make an application to cease to be a reporting issuer in the all of the provinces in which it is a reporting issuer and an application to be delisted from the TSXV following completion of the Arrangement.
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 ABCA.
DATED at Toronto on this 19th day of August, 2010