Securities Law & Instruments

Headnote

Subsection 1(11)(b) - Order that the issuer is a reporting issuer for the purposes of Ontario securities law - Issuer already a reporting issuer in Alberta, British Columbia and Saskatchewan - Issuer's securities listed for trading on the TSX Venture Exchange - Continuous disclosure requirements in Alberta, British Columbia and Saskatchewan substantially the same as those in Ontario - Issuer has a significant connection to Ontario.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 1(11)(b).

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, CHAPTER S.5, AS AMENDED

(the Act)

AND

IN THE MATTER OF

FERONIA INC.

(FORMERLY G.T.M. CAPITAL CORPORATION)

ORDER

(clause 1(11)(b))

UPON the application of Feronia Inc. (the Applicant) to the Ontario Securities Commission (the Commission) for an order pursuant to clause 1(11)(b) of the Act that, for the purposes of Ontario securities law, the Applicant is a reporting issuer in Ontario;

AND UPON considering the application and the recommendation of the staff of the Commission;

AND UPON the Applicant representing to the Commission as follows:

1. The Applicant was incorporated under the name "Optimum Capital Corporation" by filing Articles of Incorporation with the Wyoming Secretary of State on August 29, 2005. On May 8, 2007, the Applicant continued under the laws of the State of Delaware. On March 31, 2008, the Applicant subsequently continued under the laws of the Province of Alberta under the name "G.T.M. Capital Corporation". The Articles of the Applicant were amended by a Certificate of Amendment dated July 30, 2008 to remove the "private issuer" provisions. On August 18, 2010, the shareholders of the Applicant approved the continuance of the Applicant out of the Province of Alberta into the laws of the Province of Ontario. The Applicant was subsequently continued under the laws of the Province of Ontario on August 18, 2010. The Applicant filed Articles of Amendment on September 7, 2010 to change its name to "Feronia Inc."

2. The Applicant's head office and registered office is located at 220 Bay Street, Suite 1500, Toronto, Ontario M5J 2W4.

3. As of the date hereof, the Applicant's authorized share capital consists of an unlimited number of common shares (the Common Shares), of which 99,290,740 Common Shares are issued and outstanding. The Applicant has outstanding obligations to issue: (i) 32,489,213 Common Shares upon the exercise of common share purchase warrants (the Warrants) to purchase up to 32,489,213 Common Shares; and (ii) 7,900,000 Common Shares upon the exercise of options to purchase up to an aggregate of 7,900,000 Common Shares.

4. The Applicant is currently a reporting issuer in Alberta, British Columbia and Saskatchewan and has been a reporting issuer under the Securities Act (Alberta) (the Alberta Act), the Securities Act (British Columbia) (the BC Act) and the Securities Act (Saskatchewan) (the Saskatchewan Act) since November 3, 2008.

5. The Applicant is not currently a reporting issuer or the equivalent in any jurisdiction in Canada other than Alberta, British Columbia and Saskatchewan.

6. As of the date hereof, the Applicant is not on the list of defaulting reporting issuers maintained pursuant to the Alberta Act, the BC Act or the Saskatchewan Act and, to the best of its knowledge, is not in default of any of its obligations under the Alberta Act, the BC Act or the Saskatchewan Act or the rules and regulations made thereunder.

7. The continuous disclosure document requirements of the Alberta Act, the BC Act and the Saskatchewan Act are substantially the same as the continuous disclosure requirements under the Act.

8. The continuous disclosure materials filed by the Applicant under the Alberta Act, the BC Act and the Saskatchewan Act are available on the System for Electronic Document Analysis and Retrieval (SEDAR), with April 23, 2007 being the date of the first electronic filing on SEDAR by the Applicant.

9. The Applicant's Common Shares and Warrants to purchase up to 27,222,512 Common Shares are listed and posted for trading on the TSX Venture Exchange (the TSXV) under the trading symbols "FRN" and "FRN.WT", respectively. The Common Shares and Warrants are not traded on any other stock exchange or trading or quotation system.

10. The Applicant is not in default of any of the rules, regulations or policies of the TSXV.

11. The Applicant entered into an acquisition agreement with Feronia CI Inc. (formerly "Feronia Inc.", an exempted company incorporated under the laws of the Cayman Islands, hereinafter defined as FIC), pursuant to which a wholly-owned subsidiary of the Applicant and FIC merged on September 9, 2010, resulting in the Applicant owning all of the issued and outstanding securities of the merged entity (the Transaction). The Transaction resulted in FIC becoming a wholly-owned subsidiary of the Applicant with the Transaction constituting a reverse take-over of the Applicant.

12. Pursuant to the policies of the TSXV, a listed issuer, which is not otherwise a reporting issuer in Ontario, must assess whether it has a significant connection to Ontario, as defined in the policies of the TSXV, and, upon becoming aware that it has a significant connection to Ontario, to promptly make a bona fide application to the Commission to be deemed a reporting issuer in Ontario.

13. Pursuant to the policies of the TSXV, the Applicant has undertaken an assessment of its shareholder base to determine whether or not the Applicant has a significant connection to Ontario as defined in the policies of the TSXV. As a result of that assessment, the Applicant has determined that the Applicant has come to have a significant connection to Ontario in that more than 46% of the Applicant's issued and outstanding Common Shares are held directly or indirectly by residents of Ontario.

14. Neither the Applicant, nor any of its officers, directors, nor, to the knowledge of the Applicant or its officers and directors, any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant, has:

(a) been the subject of any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority;

(b) entered into a settlement agreement with a Canadian securities regulatory authority; or

(c) been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision.

15. Neither the Applicant, nor any of its officers, directors, nor to the knowledge of the Applicant and its officers and directors, any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant, is or has been subject to:

(a) any known ongoing or concluded investigations by a Canadian securities regulatory authority, or a court or regulatory body, other than a Canadian securities regulatory authority, that would be likely to be considered important to a reasonable investor making an investment decision; or

(b) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.

16. Other than as set out below, neither any of the officers or directors of the Applicant, nor, to the knowledge of the Applicant and its officers and directors, any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant, is or has been at the time of such event an officer or director of any other issuer which is or has been subject to: (i) any cease trade order or similar order, or order that denied access to any exemptions under Ontario securities law, for a period of more than 30 consecutive days, within the preceding 10 years; or (ii) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee within the preceding 10 years:

(a) Ravi Sood, a director of the Applicant, is and was a director of TriNorth Capital Inc., a reporting issuer that became subject to a cease trade order issued by the Commission on May 19, 2010 as a result of the failure to file audited annual financial statements for the year ended December 31, 2009, the related management's discussion and analysis and the certification of the foregoing filings when due as required by National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings. The order was revoked on July 6, 2010; and

(b) Nigel Gourlay, a director of the Applicant, acted as non-executive chairman of NWD plc, an AIM-listed company, from July 2003 to June 2007. The business was not consistently profitable and in January 2007, the management team of one of the main subsidiaries resigned to form their own business. In June 2007, new investors came in, a Creditors Voluntary Arrangement was approved, and the company was restructured and emerged from bankruptcy protection.

AND UPON the Commission being satisfied that granting this Order would not be prejudicial to the public interest;

IT IS ORDERED pursuant to clause 1(11)(b) of the Act that the Applicant is a reporting issuer for the purposes of Ontario securities law.

DATED this 7th day of October, 2010.

"Michael Brown"
Assistant Manager
Corporate Finance Branch
Ontario Securities Commission