Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the Business Corporations Act (British Columbia).
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 TAWSHO MINING INC.
CONSENT (Subsection 4(b) of the Regulation)
UPON the application (the "Application") of Tawsho Mining 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 into the Province of British Columbia, (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 result of the amalgamation, on May 31, 2008, of Tawsho Mining Inc., a private company incorporated in Ontario on November 28, 2006, and Jardincap Inc., an Alberta corporation incorporated May 23, 2006.
2. The Applicant has no subsidiaries.
3. The Applicant's head and registered office is located at 255 Duncan Mill Rd., Suite 408, Toronto, Ontario, M3B 3H9.
4. The authorized capital of the Applicant consists of an unlimited number of common shares ("Common Shares"), and an unlimited number of preferred shares ("Preferred Shares"), of which there are currently 35,543,549 Common Shares and no Preferred Shares issued and outstanding. The Common Shares are listed for trading on the TSX Venture Exchange ("TSX-V") under the symbol "TAW". The Applicant has 1,670,000 stock options and 6,291,700 warrants outstanding (exercisable for 1,670,000 Common Shares and 6,219,700 Common Shares, respectively), neither of which are listed for trading on any exchange. The Applicant does not have any securities listed on any exchange other than the TSX-V.
5. The general nature of the Applicant's business is that of a junior mineral exploration company.
6. The Applicant has made an application to the Director under the OBCA pursuant to Section 181 of the OBCA (the "Application for Continuance") for authorization to continue into the Province of British Columbia under the Business Corporations Act (British Columbia), S.B.C. 2002, c. 57 (the "BCBCA").
7. The Applicant intends to continue using its current name until it amalgamates with 1057643 B.C. Ltd. ("SubCo"), after which the name of the amalgamated company will be Chevrier Metals Corp. Name reservations for both names have been secured in British Columbia.
8. Pursuant to subsection 4(b) of the Regulation, the Application for Continuance must, in the case of an "offering corporation" (as defined in the OBCA), be accompanied by a consent from the Commission.
9. 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, Alberta and Manitoba. The Applicant is not a reporting issuer or the equivalent in any other jurisdiction. The Commission is currently the Applicant's principal regulator.
10. The Continuance has been proposed in connection with a proposed plan of arrangement of the Applicant (the "Plan of Arrangement") with Entourage Metals Ltd. ("Entourage") pursuant to an arrangement agreement between the Applicant and Entourage dated November 4, 2015 (the "Arrangement Agreement"). Entourage was incorporated under the BCBCA on April 26, 2010. SubCo is a wholly owned subsidiary of Entourage incorporated under the BCBCA on December 7, 2015. The details of the Plan of Arrangement are further described in the Circular (as defined below).
11. The Arrangement Agreement provides for among other things: (i) the consolidation of the common shares of Entourage on a one to 1.5 basis; (ii) an acquisition of all of the issued and outstanding Common Shares by Entourage from holders of Common Shares ("Applicant Shareholders") with the Applicant Shareholders receiving approximately 0.2297 of a common share of Entourage for each Common Share held, subject to adjustment in accordance with the terms of the Arrangement Agreement with the maximum number of common shares of Entourage, on a post-consolidation basis, to be issued to the Applicant Shareholders pursuant to the arrangement to not exceed 8,166,666; and (iii) the amalgamation of the Applicant and SubCo.
12. Pursuant to the Plan of Arrangement, immediately following the Continuance, the Applicant and SubCo will amalgamate to form a corporation to be named Chevrier Metals Corp. which will be a corporation existing under the BCBCA.
13. The Continuance is required in order to facilitate the amalgamation with SubCo under the Plan of Arrangement and must be completed before the Plan of Arrangement can become effective.
14. 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.
15. 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.
16. The notice of meeting and management information circular dated January 15, 2016 (the "Circular") for the annual and special meeting of the Applicant Shareholders which was held on February 16, 2016 (the "Meeting") provided information regarding the Continuance including 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 BCBCA. This Circular was mailed on January 20, 2016 to the Applicant Shareholders of record at the close of business on January 5, 2016, and was filed on SEDAR on January 20, 2016.
17. In accordance with the OBCA, the Act and the Applicant's constating documents, the special resolution of shareholders to be obtained at the Meeting in connection with the proposed Continuance (the "Continuance Resolution") required the approval of a minimum majority of 66 2/3% of the aggregate votes cast by the shareholders present in person or by proxy at the Meeting. Each shareholder is entitled to one vote for each Common Share held.
18. The Applicant 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.
19. The Continuance Resolution was approved at the Meeting by 99.18% of the Applicant's voting shareholders. None of the Applicant Shareholders exercised dissent rights pursuant to section 185 of the OBCA.
20. All four of the Applicant's directors are resident in Ontario.
21. Following the Continuance and the pending completion of the arrangement:
a. the Applicant will surrender its reporting issuer status;
b. the registered and head office of the resulting issuer will be located in British Columbia; and
c. the British Columbia Securities Commission will be the principal regulator of the resulting issuer.
22. 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.
23. The Applicant anticipates that the Common Shares will be de-listed from the TSX-V on or following the effective date of the arrangement.
24. As soon as practicable following completion of the arrangement, it is anticipated that the Applicant will apply to cease being a reporting issuer under the Act and in British Columbia, Alberta, and Manitoba.
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 this 19th day of February, 2016.