Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the Business Corporations Act (British Columbia).
Business Corporations Act, R.S.O. 1990, c. B.16, as am.
Business Corporations Act, S.B.C. 2002, c. 57.
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 (ONTARIO),
R.S.O. 1990 c. B.16, AS AMENDED (the "OBCA")
IN THE MATTER OF
BORDEAUX ENERGY INC.
(Subsection 4(b) of the Regulation)
UPON the application of Bordeaux Energy Inc. (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting the consent (the "Request") of 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 Request and the recommendation of the staff of the Commission;
AND UPON the Applicant having represented to the Commission that:
1. The Applicant was amalgamated under the Business Corporations Act (Ontario) by certificate of amalgamation issued on March 15, 1979 among Golden Bounty Mining Company Limited, Golden Sabre Mines Limited, Grand Valley Mining Company Limited, Pacesetter Mines Limited and Prestige Mines Limited under the name Golden Bounty Mining Company. The Applicant changed its name to Falcon Point Resources Limited on June 12, 1984 and to Ontario Hose Specialties Inc. on May 12, 1998. The Applicant further changed its name to Bordeaux Energy Inc. on March 13, 2007.
2. The Applicant's head office is located at Suite 275 - 1075 West Georgia Street, Vancouver, British Columbia V6E 3C9. The Applicant's registered office is located at Box 20, Suite 4200, 66 Wellington Street West Toronto, Ontario M5K 1N6. Following completion of the proposed Continuance, the registered office of the Applicant will be located at Suite 2100 -- 1075 West Georgia Street, Vancouver, British Columbia V6E 3C9.
3. The authorized capital consists of an unlimited number of common shares and unlimited number of Class A special shares, of which 148,298,033 common shares and no Class A special shares were issued and outstanding as at August 20, 2007.
4. The Applicant's issued and outstanding common shares are listed for trading on the TSX Venture Exchange under the symbol "BDO".
5. The Applicant proposes to make an application to the Director under the OBCA pursuant to Section 181 of the OBCA (the "Application for Continuance") for authorization to continue as a corporation under the Business Corporations Act (British Columbia), S.B.C. 2002, c. 57 (the "BCBCA").
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 of the Commission.
7. The Applicant is an offering corporation under the provisions of the OBCA.
8. The Applicant is a reporting issuer within the meaning of the Securities Act (Ontario), 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"). The Applicant intends to remain a reporting issuer under the OSA and the BCSA following the Continuance.
9. The Applicant is not in default of any of the provisions of the OSA or the regulations or rules made thereunder and is not in default under the BCSA.
10. The Applicant is not a party to any proceeding or, to the best of its knowledge, information and belief, pending proceeding under the OSA or the BCSA.
11. The Continuance of the Applicant was approved by the Applicant's shareholders (the "Shareholders") by way of special resolution at an annual and special meeting of shareholders (the "Meeting") held on June 6, 2007. The special resolution approving the Continuance was approved at the Meeting by 99% of the votes cast.
12. The management information circular of the Applicant describing the Continuance, dated April 23, 2007, (the "Information Circular"), provided to the Shareholders in connection with the Meeting, advised them of their dissent rights in connection with the Continuance pursuant to section 185 of the OBCA.
13. The Continuance under the BCBCA has been proposed for the Applicant as it will allow the Applicant to eliminate the inconvenience and cost of having a registered office in a different jurisdiction from the Applicant's head office and will help the Applicant become more administratively efficient. The Applicant believes that the Continuance will not materially adversely affect the rights of the Applicant's Shareholders or the conduct of the business and affairs of the Applicant.
14. The material rights, duties and obligations of a corporation governed by the BCBCA 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 BCBCA.
DATED this 21st day of September, 2007.