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 HIT TECHNOLOGIES INC.

CONSENT (Subsection 4(b) of the Regulation)

UPON the application of HIT Technologies 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 on February 3, 2012. The Applicant is the continuing company.

2. The Applicant's head office is located at 105 -- 2050 Scotia Street, Vancouver, British Columbia, V5T 4T1.

3. The authorized share capital of the Applicant consists of an unlimited number of common shares (the Common Shares), of which 94,158,467 were issued and outstanding at the close of business on May 18, 2018.

4. The Common Shares are listed for trading on the TSX Venture Exchange (the Exchange) under the symbol "HIT". The Applicant does not have any of its securities listed on any other stock exchange.

5. 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), and within the meaning of the Securities Act (British Columbia), R.S.B.C. 1996, c. 418 (the BCSA) and the Securities Act (Alberta), R.S.A. 2000, c. S-4 (the ASA). The Applicant is not a reporting issuer in any other jurisdiction of Canada.

6. 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).

7. 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.

8. The Applicant is not in default under any provision of the OBCA, the Act or the regulations or rules made under the Act, and is not in default under the BCSA or the ASA.

9. The Applicant is not in default under any provision 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, any pending proceeding under the OBCA, the Act, BCSA or the ASA.

11. The Application for Continuance is being made because the Applicant's head office and the entire management personnel are now in Vancouver, British Columbia, including most of its service providers and the filing office of the Exchange.

12. The management information circular of the Applicant dated December 4, 2017 (the Circular), provided to all shareholders of the Applicant in connection with the annual and special meeting of the shareholders (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.

13. The holders of Common Shares of the Applicant authorized the Continuance of the Applicant at the Meeting held on December 29, 2017. 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.

14. 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.

15. Following the Continuance, the Applicant's registered office, which is currently located in Ontario, will be relocated to British Columbia. The Applicant will remain a reporting issuer in the provinces of Ontario, British Columbia and Alberta.

16. The principal regulator of the Applicant is currently the British Columbia Securities Commission (BCSC). Following the completion of the Continuance, the Applicant's principal regulator will continue to be the BCSC.

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 13th day of June , 2018.

"Janet Leiper"
Commissioner
Ontario Securities Commission
 
"AnneMarie Ryan"
Commissioner
Ontario Securities Commission