Securities Law & Instruments

Headnote

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

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 MASON GRAPHITE INC.

CONSENT (Subsection 4(b) of the Regulation)

UPON the application (the "Application") of Mason Graphite 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 in 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 representing to the Commission that:

1. On June 3, 2013 Mason Graphite Inc. and Mason Holdings Corp. amalgamated pursuant to s. 177 of the OBCA. The surviving company was named Mason Graphite Inc.

2. The Applicant has no subsidiaries.

3. The Applicant's registered and head offices are located at 3030, Boul. Le Carrefour, Suite 600, Laval, Quebec, H7T 2P5.

4. The authorized capital of the Applicant consists of an unlimited number of common shares ("Common Shares"), of which 86,537,790 were issued and outstanding as of February 3, 2016. All of the issued and outstanding Common Shares are listed for trading on the TSX Venture Exchange ("TSX-V") under the symbol "LLG" and on the OTCQX under the symbol "MGPHF". As of November 11, 2015, being the date of the Applicant's Circular for the Meeting (as defined below), there was an aggregate of 7,970,000 stock options ("Options") outstanding under the Applicant's stock option plan. The Options are not listed for trading on any stock exchange. The Applicant does not have any securities listed on any other exchanges.

5. The Applicant is engaged in the evaluation, exploration and development of its 100% owned Lac Guéret natural graphite deposit located in northeastern Québec. Substantially all of the Applicant's efforts are devoted to financing and developing this property.

6. The Applicant intends to apply to the Director under the OBCA pursuant to Section 181 of the OBCA for authorization to continue as a corporation under the Canada Business Corporations Act, R.S.C. 1985, c. C-44 (the "CBCA") under its name "Mason Graphite Inc." The Applicant has a Federal Reservation Report in the name of "Mason Graphite Inc." under name reservation number 117295040.

7. Pursuant to subsection 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 that term is defined in the OBCA), be accompanied by a consent from the Commission.

8. 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 the securities legislation of each of British Columbia, Alberta and Quebec. The Applicant is not a reporting issuer or equivalent in any other jurisdiction. Quebec is currently the Applicant's principal regulator.

9. The Applicant is not in default under any provision of the OBCA and the Act, or any of the regulations or rules made under the OBCA and the Act or under the securities legislations of any other jurisdiction in which it is a reporting issuer, or any rules, regulations or policies of the TSX-V or the OTCQX.

10. 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 and the Act or under the securities legislation of any other jurisdiction where it is a reporting issuer.

11. 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 November 11, 2015 (the "Circular") in respect of the Applicant's annual and special meeting of shareholders which was held on December 15, 2015 (the "Meeting"). The Circular includes 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 CBCA. The Circular was mailed on November 23, 2015 to shareholders of record at the close of business on November 10, 2015 and was filed on November 24, 2015 on the System for Electronic Document Analysis and Retrieval.

12. In accordance with the OBCA and the Applicant's constating documents, the special resolution of shareholders (the "Continuance Resolution") to be obtained at the Meeting in connection with the proposed Continuance required the approval of not less than two-thirds of the aggregate votes cast by the shareholders present in person or represented by proxy at the Meeting. Each shareholder was entitled to one vote for each Common Share held.

13. 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.

14. The Continuance Resolution was approved at the Meeting by 100% of the votes cast by the shareholders of the Applicant. None of the shareholders of the Applicant exercised dissent rights pursuant to Subsection 185 of the OBCA at the Meeting.

15. The Continuance is proposed to be made in order to enable the Applicant to more efficiently manage its business and affairs given that the head office, management and sole asset of the Applicant are located in Quebec.

16. Following the Continuance:

a. the Applicant's head and registered office will remain to be located at 3030, Boul. Le Carrefour, Suite 600, Laval, Quebec, H7T 2P5;

b. the Applicant intends to remain a reporting issuer in Ontario and in each of the other jurisdictions where it is currently a reporting issuer; and

c. Quebec will remain as the Applicant's principal regulator.

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.

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 19th day of February, 2016.

"Edward P. Kerwin"
Commissioner
Ontario Securities Commission
 
"Mary Condon"
Commissioner
Ontario Securities Commission