Securities Law & Instruments

 

Headnote

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

Regulations Cited

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

Securities Act, R.S.O. 1990, c. S.5, as am.

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 POYDRAS GAMING FINANCE CORP.

CONSENT (Subsection 4(b) of the Regulation)

UPON the Application of Poydras Gaming Finance Corp. (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 to another jurisdiction pursuant to Section 181 of the OBCA (the "Continuance");

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 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, Alberta, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador.

2. The Applicant was incorporated in British Columbia on July 27, 2009 as "Doca Capital Corp." under the BCABC. On October 11, 2012, the Applicant changed its name to "Great Northern Exploration Corporation", which on May 9, 2014 completed a reverse takeover of Poydras Specialty Finance Corp. and subsequently changed its name to "Poydras Gaming Finance Corp." The Applicant then continued out of British Columbia into the jurisdiction of Ontario on May 8, 2014.

3. The registered office of the Applicant is located at 3 Church Street, Suite 300, Toronto, Ontario, M5E 1M2. Following the Continuance, the Applicant's registered office will be located at 1055 West Georgia Street, Suite 1500, Vancouver, British Columbia, V6E 4N7.

4. The Applicant's authorized share capital consists of an unlimited number of common shares ("Common Shares"). As of August 7, 2015, there were 345,489,260 issued and outstanding common shares. The Common Shares are listed for trading on the TSX Venture Exchange ("TSXV") under "PYD". The Applicant granted 15,820,000 stock options to its directors, officers and employees which are exercisable into Common Shares. Of the 15,820,000 stock options, 420,000 expire on October 10, 2017, 9,950,000 expire on May 9, 2019, 1,350,000 expire on May 4, 2020, 850,000 expire on May 27, 2020, 2,000,000 expire on July 20, 2020 and 1,250,000 expire on July 20, 2025. The Applicant's convertible debentures are also listed on the TSXV under symbol "PYD.DB.U". No other securities are listed or posted for trading on any other stock exchange.

5. The Applicant proposes to make an application to the Director under the OBCA pursuant to section 181 of the OBCA for authorization to continue into British Columbia as a corporation under the Business Corporations Act (British Columbia) ("BCABC"). The Applicant has a name reservation pending with the Registrar of Companies, British Columbia in the name Poydras Gaming Finance Corp. (NR5344730). The Applicant does not intend to change its name in connection with the Continuance.

6. Pursuant to clause 4(b) of the Regulation, an application for authorization to continue in another jurisdiction under Section 181 of the OBCA must, in the case of an "offering corporation" (as the term is defined in the OBCA), be accompanied by a consent from the Commission.

7. 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").

8. 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.

9. The holders of the Common Shares of the Applicant (the "Shareholders") were asked to consider and, if thought fit, pass a special resolution authorizing the Continuance at the June 18, 2015 annual general and special meeting of the Shareholders (the "Meeting").

10. 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 May 21, 2015, (the "Circular") for the solicitation of proxies by the Applicant's management in respect of the Meeting. The Circular was mailed to the Shareholders on May 25, 2015, and filed on the System for Electronic Document Analysis and Retrieval on May 25, 2015 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 BCBCA.

11. In accordance with the OBCA, the Securities Act and the Applicant's constating documents, the special resolution of the Shareholders (the "Continuance Resolution") to be obtained at the Meeting in connection with the proposed 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.

12. Some of the Applicant's management and its head office are now located in British Columbia and the Applicant's principal regulator is British Columbia. Management of the Applicant believes that it is in the best interests of the Applicant to continue into the governing jurisdiction of the Province of British Columbia.

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

10. The Continuance Resolution was approved at the Meeting, by 99.91% of the Shareholders who voted. None of the Shareholders exercised their dissent rights under section 185 of the OBCA.

11. Following the Continuance, the Applicant intends to remain a reporting issuer or equivalent in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland.

12. 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 on this 2nd day of October, 2015.

"C. Portner"
"J. Leiper"
Commissioner
Commissioner
Ontario Securities Commission
Ontario Securities Commission