Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the Canada Business Corporations Act.
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, Ont. 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 LOMA VISTA CAPITAL INC.
CONSENT (Subsection 4(b) of the Regulation)
UPON the application (the "Application") of Loma Vista Capital Inc. (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting the consent from the Commission, pursuant to subsection 4(b) of the Regulation, for the Applicant to continue under the federal laws of Canada (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 is a corporation incorporated under the OBCA by articles of incorporation effective June 21, 2012.
2. The Applicant's head and registered office is located at 390 Bay Street, Suite 806 Toronto, Ontario, M5H 2Y2.
3. The authorized capital of the Applicant consists of an unlimited number of common shares ("Common Shares"), and 915,866 options ("Options"). As at April 21, 2015, there were 9,158,667 Common Shares and 650,000 Options issued and outstanding. The Common Shares of the Applicant are listed for trading on the Canadian Stock Exchange under the symbol "LOV". The Options are not listed for trading on any stock exchange. The Applicant does not have any securities listed on any other exchange, except for the CSE.
4. The Applicant intends to apply to the Director under the OBCA pursuant to Section 181 of the OBCA (the "Application for Continuance") for authorization to continue under the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended (the "CBCA") under its name "Loma Vista Capital Inc."
5. Pursuant to subsection 4(b) of the Regulation, the Application for Continuance must, in the case of an "offering corporation" (as the term is defined in the OBCA), be accompanied by the consent from the Commission.
6. 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 is also a reporting issuer under the securities legislation of British Columbia and Alberta. The Applicant is not a reporting issuer or equivalent in any other jurisdiction. The Commission is currently the Applicant's principal regulator.
7. The Applicant is not in default under any provision of the OBCA or the Act, or any of the regulations or rules made under the OBCA or the Act or under the securities legislation of any other jurisdiction where it is a reporting issuer, or any rules, regulations, or policies of the CSE.
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 OBCA or the Act or under the securities legislation of any other jurisdiction where it is a reporting issuer.
9. The Continuance is being made in connection with a proposed amalgamation of the Company and BitGold Inc. ("BitGold") to occur no later than April 27, 2015 (the "Amalgamation"). BitGold was incorporated under the OBCA on August 14, 2014, and was continued under the CBCA on March 11, 2015. The Amalgamation is to be completed under the CBCA.
10. The Continuance has been proposed to facilitate the Amalgamation and the future business of the resulting issuer. The Continuance will allow the Applicant to facilitate the Amalgamation under the CBCA.
11. The general nature of the Applicant's business is that it is a junior mineral exploration company. Following the Continuance and completion of the Amalgamation, the Applicant will become a money services and Internet technology business, which will provide a service enabling users to acquire, store, and spend fully-reserved gold bullion by combining an online payment infrastructure with secure vaulting of physical gold.
12. Immediately prior to completion of the Amalgamation, the Applicant intends to voluntarily delist the Common Shares from the CSE, and to apply to list the common shares of the resulting issuer of the Amalgamation on the TSX Venture Exchange.
13. A summary of the material provisions respecting the proposed Continuance and Amalgamation were provided to the Applicant's shareholders in the joint management information circular of the Applicant and BitGold dated February 23, 2015 (the "Circular") in respect of the Applicant's annual and special meeting of shareholders held on March 16, 2015 (the "Meeting") and BitGold's special meeting of shareholders held on March 16, 2015. On February 23, 2015, the Circular was mailed to shareholders of record at the close of business on January 23, 2015, and was filed on SEDAR.
14. The special resolutions authorizing the Continuance and the Amalgamation were approved at the Meeting by 100% of the votes cast by the shareholders of the Applicant in respect of the Continuance Resolution. None of the shareholders of the Applicant exercised dissent rights pursuant to section 185 of the OBCA.
15. 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 applicable law.
16. Following the Continuance, the Applicant intends to amalgamate with BitGold and continue as a new corporation under the CBCA under the name "BitGold Inc.". The amalgamated corporation will be a reporting issuer in Ontario and in each of the other jurisdictions where it is currently a reporting issuer, and the Commission will remain as the Applicant's principal regulator. The Applicant believes it to be in its best interests to conduct its affairs in accordance with the CBCA in order to effect the Amalgamation.
17. 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. There are no material differences between the rights of securityholders of a corporation governed by the OBCA and securityholders of a corporation governed by the CBCA.
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 this 24th day of April, 2015.