Securities Law & Instruments

Headnote

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the Canada Business Corporations Act.

Statutes Cited

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.

Regulations Cited

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

(THE "REGULATION")

MADE UNDER THE

BUSINESS CORPORATIONS ACT (ONTARIO)

R.S.O. 1990 c. B.16, AS AMENDED

(THE "OBCA")

AND

IN THE MATTER OF

JG CAPITAL CORP.

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of JG Capital Corp. (the "Corporation") to the Ontario Securities Commission (the "Commission") requesting a consent from the Commission for the Corporation to continue into 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 was incorporated under the OBCA by Articles of Incorporation dated December 14, 2007.

2. The Corporation's registered and head office is located at 25 King St. West, Suite 2900A, Toronto, ON M5L 1G3.

3. The Corporation has an authorized share capital consisting of an unlimited number of common shares, of which 6,600,000 common shares were issued and outstanding as at December 16, 2009.

4. The Corporation's outstanding common shares are listed and posted for trading on the TSX Venture Exchange under the symbol "JGC.P".

5. The Corporation intends to apply (the "Application for Continuance") to the Director under the OBCA for authorization to continue under the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended (the "CBCA"), pursuant to section 181 of the OBCA (the "Continuance").

6. Pursuant to subsection 4(b) of the Regulation, where a corporation is an offering corporation under the OBCA, an application for authorization to continue in another jurisdiction under section 181 of the OBCA must be accompanied by a consent from the Commission.

7. The Corporation is an offering corporation under the OBCA and is a reporting issuer under the Securities Act (Ontario) (the "Act") and under the securities legislation of each of British Columbia and Alberta.

8. Following the Continuance, the Corporation intends to remain a reporting issuer in Ontario, British Columbia and Alberta.

9. The Corporation is not in default of any of the provisions of the Act or the regulations or rules made thereunder and is not in default under the securities legislation of any of the other provinces of Canada where it is a reporting issuer.

10. The Corporation is not a party to any proceeding or, to the best of its knowledge, information and belief, pending proceeding under the Act.

11. The Corporation's shareholders authorized the continuance of the Corporation from the OBCA to the CBCA by special resolution at a special meeting of shareholders held on December 29, 2009 (the "Meeting"). Shareholders holding 1,835,000 common shares voted at the Meeting, either in person or by proxy, with 100% of the votes cast in favour of the resolution .

12. The management information circular dated November 27, 2009, as amended (the "Circular"), provided to all shareholders of the Corporation in connection with the Meeting, included full disclosure of the reasons for and the implications of the proposed continuance and advised registered shareholders of their dissent rights in connection with the Continuance pursuant to section 185 of the OBCA. No shareholders elected to dissent.

13. The Continuance has been proposed as the Corporation will be entering into an amalgamation agreement with VersaPay Corporation, a corporation governed under the jurisdiction of the CBCA, which transaction will constitute the Corporation's Qualifying Transaction (as such term is defined in the TSX Venture Exchange Policies). The Corporation believes it to be in the best interests of the resulting issuer to conduct its affairs in accordance with the CBCA.

14. The Corporation's material rights, duties and obligations under the CBCA will be 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 at Toronto, Ontario this 5th day of January, 2010.

"David L. Knight"
Commissioner
Ontario Securities Commission
 
"Mary Condon"
Commissioner
Ontario Securities Commission