Securities Law & Instruments

Headnote

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

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 RAZORE ROCK RESOURCES INC.

CONSENT (Subsection 4(b) of the Regulation)

UPON the application of Razore Rock Resources Inc. (the Applicant) to the Ontario Securities Commission (the Commission) requesting the consent of the Commission, as required under subsection 4(b) of the Regulation, for the Applicant to continue into 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 having represented to the Commission that:

1. The Applicant was incorporated under the OBCA under the name of Edda Resources Inc. on April 12, 1983 and later revived on July 14, 1994 pursuant to the OBCA.

2. On May 2, 2008, the Applicant changed its name from Edda Resources Inc. to Razore Rock Resources Inc. following obtaining shareholder approval of the name change at its annual and special meeting of shareholders held on April 28, 2008.

3. The registered office of the Applicant is located at 22 Adelaide Street West, Suite 3600, Toronto, Ontario, M5H 4E3.

4. The authorized capital of the Applicant consists of an unlimited number of common shares without par value (the Common Shares), of which 7,211,754 Common Shares are issued and outstanding as at the date hereof.

5. The Common Shares of the Applicant are listed for trading on the Canadian Securities Exchange (the Exchange) under the symbol "RZR" and the Applicant does not have securities listed on any other exchange.

6. 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). The Applicant is not a reporting issuer in any other jurisdiction of Canada.

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

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

9. The Applicant is not in default under any provision of the OBCA, the Act or the regulations or rules made under the Act.

10. The Applicant is not a party to any proceeding nor, to the best of its knowledge, information and belief, any pending proceeding under the Act or the OBCA.

11. The Applicant is not in default of any rules, regulations or policies of the Exchange.

12. The Application for Continuance is being made as the majority of the Applicant's directors reside in British Columbia and the Applicant believes that being governed by the BCBCA will be more efficient and cost effective for the Applicant.

13. The management information circular of the Applicant, dated April 4, 2018, describing the Continuance (the Information Circular), provided to all the shareholders of the Applicant in connection with the meeting held on May 16, 2018 (the Meeting), included full disclosure of the reasons for, and the implications of, the proposed Continuance, included a summary of the material differences between the OBCA and the BCBCA and advised the shareholders of their dissent rights in connection with the Continuance, pursuant to section 185 of the OBCA.

14. The holders of Common Shares authorized the Continuance of the Applicant at the Meeting. The special resolution authorizing the Continuance was approved at the Meeting by 100% of the votes cast. No shareholder exercised their dissent rights with respect to the special resolution authorizing the Continuance.

15. 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.

16. Following the Continuance, the Applicant intends to remain a reporting issuer in Ontario and will make an application to become a reporting issuer in British Columbia.

17. Following the Continuance, the Applicant will move its registered office to British Columbia to be located at Suite 1895, 1066 West Hastings Street, Vancouver BC V6E 3X1.

18. The Commission is the Applicant's principal regulator and following the Continuance, will continue to be the Applicant's principal regulator.

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 5th day of June, 2018.

"Lawrence Haber"
"Janet Leiper"
Commissioner
Commissioner
Ontario Securities Commission
Ontario Securities Commission