DV Resources Ltd. – s/ 4(b) of Ont. Reg. 289/00 under the Business Corporations Act

June 27, 2017

Consent

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

Ont. Reg. 289/00, made under the Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 4(b).

June 27, 2017

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
DV RESOURCES LTD.

CONSENT
(Subsection 4(b) of the Regulation)

UPON the application (the “Application”) of DV Resources Ltd. (the “Applicant”) to the Ontario Securities Commission (the “Commission”) requesting the consent of 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;

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 by way of amalgamation under the OBCA on December 1, 1999 under the name “New Dolly Varden Minerals Inc.” On September 15, 2000 the Applicant changed its name to “Dolly Varden Resources Inc. and on November 29, 2011 further changed its name to “DV Resources Ltd.”.

2. The Applicant’s head office is located at Suite 3123 – 595 Burrard Street, Vancouver, BC V7X 1J1.

3. The Applicant is authorized to issue an unlimited number of common shares (the “Common Shares”), of which 33,980,466 were issued and outstanding as of June 5, 2017, and 314,478 Class A convertible special shares, of which none were issued and outstanding as of June 5, 2017.

4. The Applicant’s Common Shares are listed for trading on the NEX board of the TSX Venture Exchange (the “Exchange”) under the symbol “DLV.H”. The Applicant does not have any of its securities listed on any other exchange.

5. The Applicant intends to apply (the “Application for Continuance”) to the Director of the OBCA for authorization to continue under the British Columbia Business Corporations Act, S.B.C. 2002, c. 57 (the “BCBCA”) pursuant to section 181 of the OBCA (the “Continuance”).

6. Pursuant to subsection 4(b) of the Regulation, where an applicant corporation is an offering corporation, the Application for Continuance must be accompanied by a consent from the Commission.

7. The Applicant is an offering corporation under the OBCA and is a reporting issuer under the Securities Act, R.S.O. 1990, c. S.5, as amended (the “Act”) and the securities legislation of British Columbia and Alberta (the “Legislation”).

8. The Applicant intends to remain a reporting issuer under the Act and the Legislation after the Continuance.

9. The Applicant is not in default of: (a) any of the provisions of the OBCA, the Act or the Legislation, including any of the rules or regulations made thereunder; and (ii) any of the rules, regulations or policies of the Exchange;

10. The Applicant is not a party to any proceeding or, to the best of its knowledge, information and belief, pending proceeding under the OBCA, the Act or the Legislation;

11. The British Columbia Securities Commission (the “BCSC”) is currently the Applicant’s principal regulator.

12. 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 1, 2017 (the “Circular”) in respect of the Applicant’s annual and special meeting of shareholders which was held on June 5, 2017 (the “Meeting”). The Circular includes full disclosure of the reasons for, and the implications of, the Continuance and a summary of the material differences between the OBCA and the BCBCA. The proposed articles of the continued corporation were also described in the Circular, and a copy was made available to the Shareholders at the Meeting. The Circular was mailed on May 12, 2017 to shareholders of record at the close of business on May 1, 2017 and was filed on May 9, 2017 on the System for Electronic Document Analysis and Retrieval.

13. In accordance with the OBCA and the Applicant’s constating documents, the special resolution of the shareholders (the “Continuance Resolu-tion”) 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.

14. Pursuant to section 185 of the OBCA, all shareholders of record as of the record date for the Meeting had the right to dissent in connection with the Continuance Resolution. The Circular advised the shareholders of their dissent rights in accordance with applicable law.

15. 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 section 185 of the OBCA.

16. The Continuance was proposed in connection with, among other things, (i) the proposed three-cornered amalgamation (the “Amalgamation”) involving the Applicant and a company incorporated under the BCBCA, (ii) the proposed consolidation of the Common Shares of the Applicant on the basis of three and a half (3.5) old shares for every one (1) new share (the “Consolidation”) and (iii) the change of name of the Applicant from DV Resources Ltd. to a name to be selected by the Board of Directors of the Applicant (the “Name Change”).

17. The Continuance is required in order to give effect to the Consolidation, the Name Change and the Amalgamation.

18. The Continuance is being proposed because (i) the Applicant recently elected new directors and officers, all of whom are residents of British

Columbia, (ii) the Applicant currently only carries on business in British Columbia and therefore believes it to be in its best interest to conduct its affairs in accordance with the BCBCA; and (iii) the Applicant intends to complete the Amalgamation under the BCBCA.

19. Following the Continuance, the Applicant’s head office will remain in British Columbia. The Applicant’s registered office, which is currently located in Ontario, will be relocated to British Columbia, and the BCSC will remain the Applicant’s principal regulator.

20. The material rights, duties and obligations of a corporation governed by the BCBCA are substantially similar to those 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 this 27 day of June, 2017.

“Robert P. Hutchison”
Commissioner
Ontario Securities Commission

“Peter Currie”
Commissioner
Ontario Securities Commission