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.

Canada Business Corporations Act, R.S.C. 1985, c. C-44, 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, 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
AUMENTO CAPITAL III CORPORATION

CONSENT
(Subsection 4(b) of the Regulation)



UPON the application of Aumento Capital III Corporation (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting the consent of the Commission, pursuant to subsection 4(b) of the Regulation, for the Applicant to continue into another jurisdiction, (the "Continuance") pursuant to Section 181 of the OBCA;

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 May 5, 2011.

2. The Applicant's registered and head office is located at 320 Bay Street, Suite 1600, Toronto, Ontario, M5H 4A6.

3. The Applicant intends to apply to the Director under the OBCA pursuant to Section 181 of the OBCA for authorization to continue as a corporation under the Canada Business Corporations Act (the "CBCA").

4. Pursuant to subsection 4(b) of the Regulation, an application for continuance under Section 181 of the OBCA must, in the case of an "offering corporation" (as that term is defined in the OBCA), be accompanied by a consent from the Commission.

5. The Applicant is an "offering corporation" under the OBCA and is a reporting issuer under the Securities Act (Ontario) R.S.O. 1990, c. S.5, as amended (the "Act"), and the securities legislation of each of British Columbia and Alberta.

6. The authorized capital of the Applicant consists of an unlimited number of common shares ("Common Shares"), of which 4,346,000 were issued and outstanding as of May 16, 2013. All of the issued and outstanding Common Shares of the Applicant are listed for trading on the TSX Venture Exchange under the symbol "AUO.P".

7. The Applicant is not in default under any provision of the OBCA and the Act, or any of the regulations or rules made thereunder, and is not in default under the securities legislation of any other jurisdiction in which it is a reporting issuer.

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

9. A summary of the material provisions respecting the proposed Continuance was provided to the shareholders of the Applicant in the management information circular of the Applicant dated November 21, 2012 (the "Circular") in respect of the Applicant's Annual General and Special Meeting held on December 18, 2012 (the "Meeting"). The Circular was mailed to shareholders of record at the close of business on November 16, 2012, was filed on SEDAR on November 27, 2012 and included full disclosure of the reasons for, and the implications of, the proposed Continuance and a summary of the material differences between the OBCA and the CBCA.

10. In accordance with the OBCA and the Act and the Applicant's constating documents, the special resolution of shareholders to be obtained at the Meeting in connection with the proposed Continuance (the "Continuance Resolution") required the approval of not less than two-thirds of the aggregate votes cast by the shareholders present in person or by proxy at the Meeting ("Shareholder Approval"). Each shareholder was entitled to one vote for each Common Share held.

11. The Continuance Resolution was approved at the Meeting by 100% of the votes cast by shareholders of the Applicant in respect of the Continuance Resolution.

12. The Applicant's shareholders had the right to dissent with respect to the proposed Continuance pursuant to Section 185 of the OBCA, and the Circular disclosed full particulars of this right in accordance with the applicable law.

13. The continuance is proposed to be made in order for the Applicant to conduct its business and affairs in accordance with the provisions of the CBCA.

14. Following the Continuance the Applicant intends to remain a reporting issuer in Ontario and in each of the other jurisdictions where it is currently a reporting issuer.

15. The material rights, duties and obligations of a corporation governed by the CBCA 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 CBCA.

DATED at Toronto, Ontario on this 24th day of May, 2013.

"Edward P. Kerwin"
Ontario Securities Commission
 
"Deborah Leckman"
Ontario Securities Commission