Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the British Columbia 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
IN THE MATTER OF
SANTA MARIA PETROLEUM INC.
(Subsection 4(b) of the Regulation)
UPON the application of Santa Maria Petroleum Inc. (the “Applicant”) to the Ontario Securities Commission (the “Commission”) requesting the consent of the Commission, pursuant to clause 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 was incorporated under the OBCA on October 15, 2004 as Newcastle Ventures Inc. Following several name changes to Southampton Ventures Inc. (February 11, 2005) and Quetzal Energy Ltd. (April 21, 2009), the Corporation is now known as Santa Maria Petroleum Inc. (June 7, 2012).
2. The Applicant’s registered and head office is located at Waterfront Centre, 200 Burrard Street, Suite 1200, Vancouver, British Columbia V7X 1T2.
3. The authorized capital of the Corporation consists of unlimited number of common shares (the “Common Shares”) of which 35,006,364 are issued and outstanding as at December 12, 2016.
4. The Common Shares of the Applicant are listed for trading on the NEX board of the TSX Venture Exchange (the “TSX-V”) under the symbol “SMQ.H”. The Applicant does not have any securities listed on any other exchange, except for the TSX-V.
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 the Province of British Columbia under the Business Corporations Act (British Columbia) (the “BCBCA”) under the name Kalytera Therapeutics, Inc. A name reservation has been granted by the Registrar of Companies, British Columbia for Kalytera Therapeutics, Inc. (NR 3690552).
6. Pursuant to clause 4(b) of the Regulation, where the corporation is an “offering corporation” (as the term is defined in the OBCA), the application for continuance must be accompanied by the consent of the Commission.
7. The Applicant is an offering corporation under the provisions of the OBCA and is a reporting issuer within the meaning of the Securities Act, R.S.O. 1990, c. S-5, as amended (the “Act”). The Applicant is also a reporting issuer in the provinces of British Columbia and Alberta and will remain a reporting issuer in such jurisdictions after the Continuance.
8. The Applicant’s current principal regulator is Alberta. After the Continuance, pursuant to Multilateral Instrument 11-102 Passport System, the Applicant’s principal regulator will be British Columbia.
9. The Applicant is not in default of any provisions of the OBCA and Act, or any of the regulations or rules made under the OBCA and the Act or under the securities legislation of any other jurisdiction where it is a reporting issuer.
10. The Applicant is not a party to any proceeding or to the best of its knowledge, information and 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 Applicant’s shareholders in the management information circular of the Applicant dated November 11, 2016 (the “Circular”) in respect of the Applicant’s special meeting of shareholders held on December 12, 2016 (the “Meeting”).
12. In accordance with the OBCA and the Act, the special resolution of shareholders to be obtained at the Meeting in connection with the proposed Continuance (the “Continuance Resolution”) requires the approval of a minimum majority of 66 2/3% of the aggregate votes cast by shareholders present in person or by proxy at the Meeting.
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 99.99% 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 believes that having British Columbia company status is in the interest of the Applicant to be able to elect directors and conduct its affairs in accordance with the provisions of the BCBCA.
16. 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, this 14th day of December, 2016.
Ontario Securities Commission
Ontario Securities Commission