Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the Business Corporations Act (Yukon).
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.
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, AS AMENDED
MADE UNDER THE
BUSINESS CORPORATIONS ACT (ONTARIO),
R.S.O. 1990 C.B.16, AS AMENDED
IN THE MATTER OF
EPM MINING VENTURES INC.
(Subsection 4(b) of the Regulation)
UPON the application of EPM Mining Ventures Inc. (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting a consent from the Commission 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 Applicant having represented to the Commission that:
1. The Applicant was incorporated under the OBCA by articles of incorporation effective June 20, 1986 under the name Reed Lake Exploration Ltd. On November 27, 1996 it amalgamated and changed its name to Westhope Capital Corp. On March 12, 2010 it amended its articles to consolidate its outstanding common shares and changed its name to EPM Mining Ventures Inc.
2. The Applicant's registered and head office is located at 4 King St. West, Suite 1320, Toronto, ON M5H 1B6. Following the proposed Continuance, as defined below, it is expected that the Applicant's registered office will be located at Suite 200, Financial Plaza, 204 Lambert Street, Whitehorse, Yukon Territory Y1A 3T2.
3. The Applicant has an authorized share capital consisting of an unlimited number of common shares (the "Common Shares") and an unlimited number of non-voting common shares (the "Non-Voting Shares"), of which 7,384,600 Common Shares and no Non-Voting Shares were issued and outstanding as at April 27, 2011.
4. The Applicant's outstanding common shares are not listed for trading on any marketplace as defined in National Instrument 21-101 Marketplace Operation.
5. The Applicant intends to apply (the "Application for Continuance") to the Director under the OBCA for authorization to continue under the Business Corporations Act (Yukon), R.S.Y. 2002, c. 20, as amended (the "YBCA"), 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 Applicant is an offering corporation under the OBCA and is a reporting issuer under the Securities Act (Ontario) (the "Act"). The Applicant is also a reporting issuer under the securities legislation of Alberta.
8. Following the Continuance, the Applicant intends to remain a reporting issuer in the provinces of Ontario and Alberta.
9. The Applicant is not in default of any of the provisions of the OBCA and the Act or the regulations or rules made under the OBCA and the Act or under the securities legislation of any other jurisdiction where it is a reporting issuer.
10. The Applicant is not a party to any proceeding or, to the best of its knowledge, information and belief, pending proceedings under the OBCA and the Act or under the securities legislation of any other jurisdiction where it is a reporting issuer.
11. Holders of Common Shares of the Applicant approved the Continuance by special resolution at the Applicant's annual and special meeting (the "Meeting") held on November 9, 2010. The special resolution authorizing the Continuance was approved at the Meeting by 99.98% of the votes cast. Shareholders holding 5,670,363 Common Shares representing 76.8% of the outstanding Common Shares of the Applicant were voted at the Meeting. 5,669,112 votes were cast in favour and 1,251 votes were cast against the Continuance at the Meeting either in person or by proxy. One shareholder holding 500 Common Shares who voted against the Continuance has exercised dissent rights under the OBCA.
12. The management information circular of the Applicant dated October 8, 2010 describing the Continuance, provided to all the shareholders of the Applicant in connection with the Meeting, included disclosure of the reasons for, and the implications of, the proposed Continuance, included a summary of the material differences between the OBCA and the YBCA and advised the shareholders of their dissent rights in connection with the Continuance, pursuant to section 185 of the OBCA.
13. The Continuance has been proposed as the Applicant believes it to be in its best interest to conduct its affairs in accordance with the YBCA and that it will provide greater flexibility in the composition of the board of directors of the Applicant.
14. The Applicant's material rights, duties and obligations under the YBCA will be substantially similar to those of a corporation governed by the OBCA with the exception that there is not a Canadian residency requirement for the members of the board of directors under the YBCA.
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 YBCA.
DATED this 29th day of April, 2011.