Razor Energy Corp. – s. 4(b) of the Regulation

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

RAZOR ENERGY CORP.

(formerly VECTOR RESOURCES INC.)

 

CONSENT

(Subsection 4(b) of the Regulation)

                UPON the application (the “Application”) of Razor Energy Corp. (the “Applicant”) to the Ontario Securities Commission (the “Commission”) requesting consent of the Commission for the Applicant to continue in another jurisdiction (the “Continuance”), pursuant to subsection 4(b) of the Regulation;

                AND UPON considering the Application and recommendation of the staff of the Commission;

                AND UPON the Applicant having represented to the Commission that:

1.             The Applicant was incorporated as 002236235 Ontario Inc. under the laws of Ontario pursuant to Articles of Incorporation adopted on March 5, 2010. The Applicant’s name was changed to Vector Resources Inc. pursuant to Articles of Amendment adopted on April 15, 2011. The Applicant’s name was further changed to Razor Energy Corp. pursuant to Articles of Amendment adopted on January 31, 2017.

 

2.             The Applicant’s registered and head office is located at Suite 3800, 200 Bay Street, Toronto, Ontario M5J 2Z4.

 

3.             The Applicant intends to apply to the Director under the OBCA pursuant to section 181 of the OBCA (the “Application for Continuance”) for authorization to continue under the Business Corporations Act (Alberta), R.S.A. 2000, c. B-9 (the “ABCA”).

 

4.             The authorized capital of the Applicant consists of an unlimited number of common shares of which 3,736,221 were issued and outstanding as of January 5, 2017 and all such shares are listed for trading on the NEX board of the TSX Venture Exchange under the symbol “VCR”. The Applicant does not have any securities listed on any other exchange.

 

5.             The Application for Continuance is being made in connection with the reverse take-over transaction involving the acquisition by the Applicant of Razor Energy Corp., a private company incorporated under the ABCA (the “Transaction”), which was completed on January 31, 2017.

 

6.             Pursuant to the subsection 4(b) of the Regulation, an application for continuance 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.

 

7.             The Applicant is an offering corporation under 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”) and the securities legislation of each of British Columbia and Alberta. The Applicant intends to remain a reporting issuer in British Columbia, Alberta and Ontario.

 

8.             The Applicant is not in default under any provision of the Act or the regulations or rules made under the Act, and is not in default under the securities legislation of any other jurisdiction where it is a reporting issuer.

 

9.             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.

 

10.          The Applicant’s current principal regulator is Ontario. After the Continuance, pursuant to Multilateral Instrument 11-102 Passport System, the Applicant’s principal regulator will be Alberta.

 

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 January 5, 2017 (the “Circular”) in respect of the Applicant’s special meeting held on January 30, 2017 (the “Meeting”). The Circular was mailed to shareholders of record at the close of business on December 19, 2016 and was filed on SEDAR on January 10, 2017.

 

12.          In accordance with the OBCA 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”) requires the approval of not less than two-thirds of the aggregate votes cast by the shareholders present in person or by proxy at the Meeting. Each shareholder present in person or by proxy at the Meeting is entitled to one vote for each common share held.

 

13.          The Applicant’s shareholders had the right to dissent with respect to the Continuance Resolution pursuant to section 185 of the OBCA, and the Circular disclosed full particulars of this right in accordance with the applicable law.

 

14.          The Continuance Resolution was approved at the Meeting by 93.05 % of the votes cast by shareholders in respect of the Continuance Resolution. None of the shareholders exercised dissent rights pursuant to section 185 of the OBCA.

 

15.          The Applicant believes that certain aspects of the ABCA will better facilitate the Applicant's business and affairs than the OBCA. In particular, the Applicant's head office will be located in Calgary, Alberta and all of the Applicant's assets will be located in the Province of Alberta.

 

16.          The material rights, duties and obligations of a corporation governed by the ABCA 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 ABCA.

                DATED at Toronto, Ontario this 3rd day of February, 2017.

“William Furlong”

Ontario Securities Commission

“Janet Leiper”

Ontario Securities Commission