Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the Canada Business Corporations Act.
Continuation is being done for the purposes of completing an amalgamation of the issuer with a CBCA company.
Business Corporations Act, R.S.O. 1990, c. B.16, s. 181.
Securities Act, R.S.O. 1990, c. S.5.
Regulation made under the Business Corporations Act, O. Reg. 289/00, as am., s. 4(b).
IN THE MATTER OF
ONTARIO REGULATION 289/00, AS AMENDED
MADE UNDER THE
BUSINESS CORPORATIONS ACT (ONTARIO),
R.S.O. 1990 c. B.16, AS AMENDED (the "OBCA")
IN THE MATTER OF
SSQ ACQUISITIONS INC.
(Subsection 4(b) of the Regulation)
UPON the application of SSQ Acquisitions Inc. (the "Corporation") to the Ontario Securities Commission (the "Commission") requesting the consent of the Commission for the Corporation to continue in 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 Corporation having represented to the Commission that:
1. The Corporation proposes to make an application to the Director under the Business Corporations Act (Ontario) (the "OBCA") pursuant to Section 181 of the OBCA (the "Application for Continuance") for authorization to continue as a corporation under the Canada Business Corporations Act, R.S.C. 1985, c. C-44 (the "CBCA").
2. The Application for Continuance is being made in connection with a proposed business combination structured as a 'three cornered' amalgamation (the "Proposed Transaction") involving the Corporation, Craig Wireless Systems Ltd., a corporation incorporated under the laws of Canada ("CWS") and a wholly-owned subsidiary of the Corporation ("Subco") incorporated under the laws of Canada, pursuant to which the Corporation will acquire all of the issued and outstanding shares of CWS, and CWS and Subco will amalgamate as a wholly-owned subsidiary of the Corporation ("Amalco").
3. 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 of the Commission.
4. The Corporation was incorporated under the Business Corporations Act (Ontario) by certificate of incorporation effective on February 2, 2007. After completion of the Proposed Transaction, the Corporation is proposing to change its name to "Craig Wireless Systems Ltd."
5. The Corporation's head office is located at 5 Hazelton Avenue, Suite 300, Toronto, Ontario, M5R 2E1.
6. The authorized share capital of the Corporation consists of an unlimited number of common shares (the "Common Shares"), of which 10,100,000 are issued and outstanding. As part of the Proposed Transaction, the Corporation is proposing to consolidate the issued and outstanding Common Shares on a 6 for 1 basis and to amend its articles to create three new classes of shares, to be designated as multiple voting shares, subordinate voting shares and non-voting shares. The post-consolidation Common Shares will be redesignated as subordinate voting shares.
7. The Corporation's issued and outstanding common shares are listed for trading on the TSX Venture Exchange under the symbol "SQ.P".
8. The Corporation is an offering corporation under the provisions of the OBCA and is a reporting issuer within the meaning of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "OSA"), and within the meaning of the Securities Act (British Columbia), R.S.B.C. 1996, c. 418 (the "BCSA") and the Securities Act (Alberta), R.S.A. 2000, c. S-4 (the "ASA"). The Corporation intends to remain a reporting issuer in Ontario, British Columbia and Alberta after the Proposed Transaction.
9. The Corporation is not in default under any provision of the OSA or the Regulations or Rules made thereunder, and is not in default under the BCSA or the ASA.
10. The Corporation is not a party to any proceeding or, to the best of its knowledge, information and belief, any pending proceeding under the OSA, BCSA or the ASA.
11. The Corporation's shareholders authorized the continuance of the Corporation as a corporation under the CBCA by way of special resolution at a special meeting of shareholders (the "Meeting") held on August 24, 2007. The special resolution authorizing the continuance was approved at the Meeting by 100% of the votes cast.
12. Pursuant to Section 185 of the OBCA, all shareholders of record as of the record date for the Meeting were entitled to exercise dissent rights with respect to the Application for Continuance (the "Dissent Rights").
13. The management information circular of the Corporation describing the Continuance dated July 30, 2007 (the "Information Circular"), provided to the shareholders together with the notice of Meeting, advised them of their Dissent Rights in connection with the Continuance pursuant to section 185 of the OBCA.
14. As more particularly described in the Information Circular, it is intended that the Corporation will amalgamate with Amalco after the completion of the Proposed Transaction. In order to do so, the Corporation and Amalco must be governed by the laws of the same jurisdiction. Currently, the Corporation is governed by the laws of the province of Ontario. Amalco will be governed by the laws of Canada. As a result, the Corporation is applying for authorization to continue under the CBCA.
15. 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 Corporation as a corporation under the CBCA.
DATED this 28th day of August, 2007.