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.

Regulations Cited

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 GREENOCK RESOURCES INC.

CONSENT (Subsection 4(b) of the Regulation)

UPON the application (the "Application") of Greenock 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 proposing to submit an application to the Director under section 181 of the OBCA for authorization to continue into British Columbia as a corporation under the Business Corporations Act (British Columbia) ("BCBCA"). The Applicant has a name reservation granted by the Registrar of Companies, British Columbia in the name GREENOCK RESOURCES INC., under name reservation number NR 5665198. The Applicant does not intend to change its name in connection with the Continuance;

2. 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;

3. The Applicant was incorporated under the Ontario Business Corporations Act ("OBCA") by certificate of incorporation dated July 15, 1994 under the name "1089633 Ontario Limited". The Applicant changed its name to "Alive International Inc." effective April 21, 1995. On July 21, 1998, the Applicant filed Articles of Amendment increasing the issued and outstanding common shares (the "Common Shares"). By Articles of Amendment dated August 27, 1998, the 'private company restrictions' were removed from the Articles. Effective March 22, 2004, the Applicant changed its name to "Simberi Gold Corporation". By Articles of Amendment dated July 28, 2006, the Applicant changed its name to "Simberi Mining Corporation". The Applicant then changed its name to "Greenock Resources Inc." effective September 9, 2009. The Applicant currently exists under the OBCA;

4. The registered office of the Applicant is located at 181 Bay Street, Suite 4400, Toronto, Ontario M5J 2T3. Following the Continuance, the Applicant's registered office will be located at 1055 West Georgia Street, Suite 1500, Vancouver, BC V6E 4N7;

5. The Applicant's management and head office are now located in British Columbia. The underlying purpose for the Continuance is to move the Applicant's jurisdiction of incorporation to the jurisdiction in which its business is operating;

6. The Applicant is currently 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 "Securities Act"), and the securities legislation of British Columbia and Alberta. The Applicant is not a reporting issuer or equivalent in any other jurisdiction. The British Columbia Securities Commission is currently the Applicant's principal regulator. The Applicant will remain a reporting issuer in each British Columbia, Alberta and Ontario after the Continuance;

7. The Applicant's authorized share capital consists of an unlimited number of Common Shares and an unlimited number of preference shares. As of May 7, 2015, there were 11,421,654 issued and outstanding Common Shares. No preferred shares have been issued. The Common Shares are listed for trading on the NEX Exchange under symbol "GKR". None of the Applicant's securities are listed or posted for trading on any other stock exchange. The Applicant has 180,000 common share purchase warrants issued and outstanding which are exercisable into Common Shares with an expiry date of September 27, 2016. No other securities of the Applicant are issued and outstanding;

8. The Applicant provided a management information circular, dated as of November 25, 2014, which fully disclosed the reasons for, and the implications of, the proposed Continuance (the "Circular") to its Common Share shareholders (the "Shareholders"). The Circular was prepared for the solicitation of proxies by the Applicant's management for the general and special meeting held on January 14, 2015 (the "Meeting"). The Circular was mailed to the Shareholders on December 17, 2014 and filed on SEDAR on December 19, 2014;

9. In accordance with the OBCA, the Securities Act and the Applicant's constating documents, the Continuance required approval from 66 2/3% of the Shareholders present in person or by proxy by way of a special resolution. Each Shareholder was entitled to one vote for each Common Share held;

10. In accordance with section 185 of the OBCA and applicable law, the Shareholders were given the right to dissent with respect to the proposed Continuance and the Circular disclosed full particulars of this right;

11. At the Meeting, 97.47% of the Shareholders approved the Continuance by a special resolution. None of the Shareholders exercised their dissent rights under section 185 of the OBCA;

12. The Applicant is not in default under any provision of the OBCA, the Securities Act and the securities legislation of all other jurisdictions in which it is a reporting issuer, and the regulations and rules made thereunder (collectively, the "Legislation");

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

14. The material rights, duties and obligations of a corporation incorporated under the BCBCA are substantially similar to those under 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 BCBCA.

DATED at Toronto, Ontario this 15th day of May, 2015.

"Anne Marie Ryan"
Commissioner
Ontario Securities Commission
 
"Deborah Leckman"
Commissioner
Ontario Securities Commission