Securities Law & Instruments

Headnote

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

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.

Business Corporations Act, S.B.C. 2002, c. 57.

Regulations Cited

Regulation made under the Business Corporations Act, O. Reg. 289/00, as am., s. 4(b).

IN THE MATTER OF
ONTARIO 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
ORAMERICAS CORP.

CONSENT
(Subsection 4(b) of the Regulation)

UPON the application of Oramericas Corp. (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting a consent from the Commission to continue in 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 representing to the Commission that:

1. The Applicant was incorporated under the OBCA by articles of incorporation effective November 30, 2004.

2. The authorized share capital of the Applicant consists of an unlimited number of common shares (the "Common Shares") of which 21,078,375 were issued and outstanding as at October 18, 2013. The Common Shares are listed for trading on the NEX board of the TSX Venture Exchange under the trading symbol "OA.H".

3. The Applicant's current registered office is located at 5096 South Service Road, Suite 102, Burlington, Ontario, Canada L7L 5H4.

4. Following the proposed continuance, the registered office of the Applicant will be located at Suite 2760, 200 Granville Street, Vancouver, British Columbia V6C 1S4.

5. 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 corporation under the Business Corporations Act (British Columbia), S.B.C. 2002, c. 57 (the "BCBCA") (the "Continuance").

6. Pursuant to subsection 4(b) of the Regulation, where a corporation is an offering corporation, the Application for Continuance must be accompanied by 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 British Columbia and Alberta.

8. The Applicant is not in default of any of the provisions of the OBCA, the Act or the regulations or rules made thereunder, any rules, regulations or policies of the TSX Venture Exchange, or the securities legislation of any province in Canada.

9. The Applicant is not a party to any proceedings or, to the best of its knowledge, information and belief, any pending proceedings under the Act, the OBCA or any securities legislation in any province of Canada.

10. The Continuance has been approved by the Applicant's shareholders at the annual general and special meeting of the shareholders held on October 3, 2013. The resolution approving the Continuance was approved by 99.179% of the votes cast.

11. The Applicant's management and head office are located in British Columbia and the Continuance is being proposed to move the jurisdiction of incorporation to the jurisdiction in which the business is being operated.

12. The Applicant intends to remain a reporting issuer in British Columbia, Alberta and Ontario following the proposed Continuance under the BCBCA.

13. The Applicant intends to continue trading on the NEX board of the TSX Venture Exchange under the trading symbol "OA.H" following the Continuance under the BCBCA.

14. Holders of Common Shares as of the date of the Meeting have the right to dissent from the proposed Continuance under section 185 of the OBCA. The information circular dated September 3, 2013, and filed on SEDAR on September 17, 2013, describing the proposed Continuance that was mailed to holders of Common Shares on September 10, 2013 disclosed full particulars of the dissent rights and the reasons for and the implications of the Continuance. None of the holders of Common Shares exercised dissent right pursuant to section of 185 of the OBCA.

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

DATED at Toronto, Ontario this 15th day of November, 2013.

"Edward P. Kerwin"
Commissioner
Ontario Securities Commission
 
"Anne Marie Ryan"
Commissioner
Ontario Securities Commission