Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the Canada Business Corporations Act (Canada).
Business Corporations Act, R.S.O. 1990, c. B.16, as am.
Canada Business Corporations Act, R.S.C. 1985, c. C-44, as am.
Securities Act, R.S.O. 1990, c. S.5, as am.
Regulation made under the Business Corporations Act, Ont. Reg. 289/00, as am., s. 4(b).
IN THE MATTER OF
ONTARIO REGULATION 289/00, AS AMENDED
MADE UNDER THE BUSINESS CORPORATIONS ACT,
R.S.O. 1990, c. B.16, (THE "OBCA")
IN THE MATTER OF
(Subsection 4(b) of the Regulation)
UPON the application (the Application) of Nevoro Inc. (the Applicant) to the Ontario Securities Commission (the Commission) requesting a consent from the Commission for the Applicant to continue in another jurisdiction, 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 intends to apply to the Director under the OBCA pursuant to Section 181 of the OBCA (the Application for Continuance) for authorization to continue under the Canada Business Corporations Act, R.S., 1985, c. C-44, as amended (the CBCA).
2. Pursuant to subsection 4(b) of the Regulation, where a corporation is an offering corporation, the Application for Continuance must be accompanied by a consent from the Commission.
3. The Applicant was incorporated by Letters Patent under a predecessor to the OBCA on March 1, 1945 under the name Pershon Gold Mines Limited. By articles of amendment dated November 5, 1982, the name of the Applicant was changed to Golden Shadow Resources Inc. By articles of amendment dated January 21, 1991, the name of the Applicant was changed to Denroy Manufacturing Corporation. By articles of amendment dated June 14, 2005, the name of the Applicant was changed to Denroy Resources Corporation. By articles of amendment dated May 17, 2007, the name of the Applicant was changed to Nevoro Inc.
4. The Applicant's head office is located at 141 Adelaide Street West, Suite 420, Toronto, Ontario, M5H 3L5.
5. The Applicant is an offering corporation under the OBCA and is a reporting issuer under the Securities Act (Ontario) R.S.O. 1990, c. S.5, as amended (the Act).
6. The Applicant's authorized share capital consists of an unlimited number of common shares. As at May 17, 2007, there were 72,793,885 common shares issued and outstanding.
7. The Applicant intends to remain a reporting issuer under the Act after the continuance.
8. The Applicant is not in default of any of the provisions, regulations or rules of the Act.
9. The Applicant is not a party to any proceeding or, to the best of its knowledge, information and belief, pending proceeding under the Act.
10. The Applicant's shareholders authorized the continuance of the Applicant as a corporation under the CBCA by special resolution at a meeting of shareholders held on May 16, 2007 (the Meeting). The special resolution authorizing the continuance was approved at the Meeting by 100% of the votes cast. Consequently, assuming the receipt of the requested consent, the Application for Continuance will be made, articles of continuance will be filed under the CBCA and the continuance will become effective.
11. Pursuant to section 185 of the OBCA, all common shareholders of record as at the record date for the Meeting were entitled to dissent rights with respect to the continuance (the Dissent Rights).
12. The management information circular describing the continuance, which was dated April 5, 2007, was printed and mailed to shareholders and was filed on the System for Electronic Document Analysis and Retrieval on April 19, 2007 (the Circular). Full disclosure of the reasons and implications of the continuance are included at page 7 of the Circular. The Circular also advised the holders of the Applicant's common shares of their Dissent Rights.
13. The principal reason for the proposed continuance is that under the OBCA, a majority of the directors must be resident Canadians, while under the CBCA, twenty-five percent of the directors are required to be resident Canadians. As the Applicant intends to focus on a search for, and development and exploration of, gold and precious metal properties in Nevada, USA, it is desirable that its board of directors reflect this focus. The less onerous requirement for Canadian residency of directors under the federal jurisdiction would thus be advantageous for the Applicant.
14. The material rights, duties and obligations of a corporation governed by the CBCA are substantially similar to those of a corporation governed by the OBCA.
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 this 8th day of June, 2007.