Securities Law & Instruments

Headnote

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the BVI Business Companies Act, 2004 (as amended).

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B16, as am.

Business Corporations Act, R.S.A. 2000 c B9, as am.

Securities Act, R.S.O. 1990, c.S.5, as am.

Regulation 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, AS AMENDED

(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

EM RESOURCES INC.

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application (the "Application") of EM Resources Inc. (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting the consent from the Commission for the Applicant to continue in another jurisdiction (the "Continuance"), as required by clause 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 is a corporation existing under the provisions of the OBCA and was formed by Articles of Incorporation pursuant to the Business Corporations Act (Ontario) on April 8, 2005.

2. The Applicant's registered office is located at Suite 806, 390 Bay Street, Toronto, Ontario M5H 2Y2.

3. The Applicant's authorized share capital consists of an unlimited number of common shares (the "Common Shares") of which 1,900,000 Common Shares are issued and outstanding as at May 5, 2011.

4. 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 company under the BVI Business Companies Act, 2004 (as amended) (the "BVI Act").

5. The Application for Continuance is being made in connection with the proposed reverse take-over transaction involving the acquisition by the Applicant of Rio Verde Minerals Corp., a private company incorporated under the BVI Act (the "Acquisition").

6. As a result of the Meeting (as defined below), wherein the shareholders approved the Applicant's corporate name change to "Rio Verde Minerals Corp.", the Applicant proposes to make the application for authorization to continue as Rio Verde Minerals Corp. Upon completion of the name change and the consent to continue, Rio Verde Minerals Corp. will continue under the BVI Act.

7. Pursuant to clause 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 from the Commission.

8. The Applicant is an offering corporation under the OBCA and is a reporting issuer within the meaning of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act"). The Applicant intends to remain a reporting issuer under the Act following the Continuance.

9. The Applicant is not in default of any of the provisions of the Act or the regulations or rules made under the Act.

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

11. The holders of the Common Shares of the Applicant authorized the Continuance at the annual and special meeting of shareholders (the "Meeting") held on May 31, 2011. The special resolution authorizing the Continuance was approved at the Meeting by 91.6% of the votes cast. None of the shareholders of the Applicant exercised dissent rights pursuant to section 185 of the OBCA.

12. The management information circular dated May 5, 2011 (the "Information Circular") provided to all shareholders of the Applicant in connection with the Meeting included full disclosure of the reasons for, and the implications of, the proposed Continuance, included a summary of the material differences between the OBCA and the applicable laws of the British Virgin Islands and advised the shareholders of the Applicant of their dissent rights in connection with the Application for Continuance pursuant to section 185 of the OBCA

13. The Continuance has been proposed to facilitate the Acquisition and the future business of the resulting issuer. The Continuance will allow the Applicant to take advantage of the favourable tax treatment accorded to companies governed by the BVI Act, particularly in light of the fact that the Applicant and the resulting issuer have no operations or material assets in Canada.

14. The material rights, duties and obligations of a company governed by the laws of the British Virgin Islands and memorandum of association and articles of association substantially similar to those approved by the shareholders of the Applicant at the Meeting (the "Memorandum and Articles of Association") are substantially similar to those of a corporation governed by the OBCA. Such rights provided by the Memorandum and Articles of Association cannot be amended without the consent of the shareholders of the Applicant.

15. As the Applicant does not intend to maintain a corporate office in Canada subsequent to the Continuance, the Applicant has provided an undertaking (the "Undertaking") to the Commission that it will complete and file an "Issuer Form of Submission to Jurisdiction and Appointment of Agent for Service of Process" in the form of Schedule "A" thereto (the "Submission to Jurisdiction Form") with the Commission through the System for Electronic Document Analysis and Retrieval (SEDAR) promptly following the effective date of the Continuance. The Undertaking also provides that the Applicant will maintain and update the information contained in the Submission to Jurisdiction Form, or furnish a new Submission to Jurisdiction Form, in accordance with the provisions contained therein. The form of Undertaking provided to the Commission is attached as Appendix "A".

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

THE COMMISSION HEREBY CONSENTS, subject to the approval of the shareholders of the Applicant of the Application for Continuance, to the continuance of the Applicant as a company under the BVI Act.

DATED at Toronto, Ontario this 7th day of June, 2011.

"Edward P. Kerwin"
Commissioner
 
"Christopher Portner"
Commissioner

APPENDIX "A"

UNDERTAKING

To:

Ontario Securities Commission (the "Commission")

 

RE:

EM Resources Inc. (the "Applicant") -- Application dated May 20, 2011 for a Consent to continuance to the British Virgin Islands (the "Continuance") pursuant to clause 4(b) of Ontario Regulation 289/00 made under the Business Corporations Act, R.S.O. 1990, c. B. 16

The Applicant hereby undertakes that it will complete and file an "Issuer Form of Submission to Jurisdiction and Appointment of Agent for Service of Process" in the form of Schedule "A" hereto (the "Submission to Jurisdiction Form") with the Commission through the System for Electronic Document Analysis and Retrieval (SEDAR) promptly following the effective date of the Continuance.

The Applicant hereby further undertakes that it will maintain and update the information contained in the Submission to Jurisdiction Form, or furnish a new Submission to Jurisdiction Form, in accordance with the provisions contained therein.

Dated: June 3, 2011

 

EM RESOURCES INC.

 

 

"Dennis H. Peterson"

 

____________________

 

Dennis H. Peterson

 

Director

 

SCHEDULE "A"

ISSUER FORM OF SUBMISSION TO

JURISDICTION AND APPOINTMENT OF

AGENT FOR SERVICE OF PROCESS

1. Name of issuer (the "Issuer"):

______________________________

2. Jurisdiction of incorporation, or equivalent, of Issuer:

______________________________

3. Address of principal place of business of Issuer:

______________________________

4. Description of securities (the "Securities"):

______________________________

5. Name of agent for service of process (the "Agent"):

______________________________

6. Address for service of process of Agent in Canada (which address may be anywhere in Canada):

______________________________

7. The Issuer designates and appoints the Agent at the address of the Agent stated above as its agent upon whom may be served with any notice, pleading, subpoena, summons or other process in an action, investigation or administrative, criminal, quasi-criminal, penal or other proceeding (the "Proceeding") arising out of, relating to or concerning the obligations of the Issuer as a reporting issuer and irrevocably waives any right to raise as a defence in any such Proceeding an alleged lack of jurisdiction to bring such Proceeding.

8. The Issuer irrevocably and unconditionally submits to the non-exclusive jurisdiction of:

(a) the judicial, quasi-judicial and administrative tribunals of each of the provinces and territories of Canada in which the Securities have been distributed; and

(b) any administrative proceeding in any such province or territory,

in any Proceeding arising out of or related to or concerning the obligations of the Issuer as a reporting issuer.

9. Until six years after it has ceased to be a reporting issuer in any Canadian province or territory, the Issuer shall file a new Submission to Jurisdiction and Appointment of Agent for Service of Process in this form or as otherwise prescribed by securities law at least 30 days before termination, for any reason, of this Submission to Jurisdiction and Appointment of Agent for Service of Process.

10. Until six years after it has ceased to be a reporting issuer in any Canadian province or territory, the Issuer shall file an amended Submission to Jurisdiction and Appointment of Agent for Service of Process at least 30 days before a change in the name or address of the Agent.

11. This Submission to Jurisdiction and Appointment of Agent for Service of Process shall be governed by and construed in accordance with the laws of [insert province or territory of above address of Agent].

Dated: ____________________

____________________

 

Signature of Signing Officer of Issuer

 

 

Print name and title of person signing

AGENT

The undersigned accepts the appointment as agent for service of process of [insert name of Issuer] under the terms and conditions of the preceding Submission to Jurisdiction and Appointment of Agent for Service of Process.

Dated: ____________________

____________________

 

Signature of Agent

 

 

Print name and title of person signing and, if Agent is not an individual, the title of the person

and the Memorandum and Articles of Association filed as part of the Continuance will be deemed to be the constitutional documents of the Company