Securities Law & Instruments

Headnote

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the laws of the province of Alberta.

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.

Regulations Cited

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

IN THE MATTER OF THE REGULATION MADE UNDER THE BUSINESS CORPORATIONS ACT (ONTARIO), R.S.O. 1990, c. B-16, AS AMENDED (the "OBCA"), R.R.O. 1990, REGULATION 289/00 (the "Regulation") AND IN THE MATTER OF SUNORA FOODS INC.

CONSENT (Subsection 4(b) of the Regulation)

UPON the application (the "Application") of Sunora Foods 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 was incorporated under the OBCA by articles of incorporation effective March 8, 2011.

2. The Applicant's registered office is located at 340 Albert Street, Suite #1400, Ottawa, Ontario, Canada K1R 0A5. The Applicant's head office is located at 4616 Valiant Drive NW, Calgary, Alberta, Canada T3A 0X9.

3. The Applicant's authorized share capital consists of an unlimited number of common shares ("Common Shares") and an unlimited number of preferred shares ("Preferred Shares"), of which 42,254,332 Common Shares are issued and outstanding as of the date hereof. There are no Preferred Shares issued or outstanding. The Common Shares are listed for trading on the TSX Venture Exchange ("Exchange") under the trading symbol "SNF". None of the Applicant's securities are listed or posted for trading on any other stock exchange.

4. The general nature of the Applicant's business is that of a Calgary, Alberta based food oil entity trading and supplying specialty oils in Canada and internationally.

5. The Applicant has only one wholly owned subsidiary, Sunora Foods Ltd., a corporation existing under the Business Corporations Act (Alberta) R.S.A. 2000, c. B-9 (the "ABCA").

6. 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 ABCA.

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 is a reporting issuer in the jurisdictions of British Columbia, Alberta and Ontario. The Applicant is not a reporting issuer in any other jurisdiction. The Applicant's principal regulator is Alberta. The Applicant intends to remain a reporting issuer under the Act in all jurisdictions in which it is currently a reporting issuer following the Continuance.

9. The Applicant is not in default of any of the provisions of the OBCA, the securities legislation of any jurisdiction in Canada or the regulations or rules made under the securities legislation of any jurisdiction in Canada.

10. The Applicant is not a party to any proceeding or, to the best of its knowledge, information and belief, pending proceeding under the OBCA or the securities legislation of any jurisdiction in Canada.

11. The Applicant is not in default of any rules, regulations or policies of the Exchange.

12. The holders of Common Shares of the Applicant authorized the Continuance of the Applicant at a special meeting of shareholders (the "Meeting") held on December 11, 2014. The special resolution authorizing the Continuance was approved at the Meeting by 100% of the votes cast.

13. The management information circular of the Applicant dated November 12, 2014 (the "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, including a summary of the material differences between the OBCA and the applicable provisions of the ABCA. The Circular was mailed on November 20, 2014 to shareholders of record on November 6, 2014 and was filed on the SEDAR website at www.sedar.com on November 17, 2014.

14. 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. None of the shareholders of the Applicant exercised dissent rights pursuant to section 185 of the OBCA.

15. Given that the Applicant's business activities and head office address are situated in Alberta, the Applicant considers it to be in its best interest to apply for the discontinuance from the Province of Ontario and to continue under the ABCA.

16. The material rights, duties and obligations of a corporation governed by the ABCA 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 company under the ABCA.

DATED at Toronto, Ontario this 6th day of March, 2015.

"Sarah B. Kavanagh"
Ontario Securities Commission
 
"Edward P. Kerwin"
Ontario Securities Commission