Bradmer Pharmaceuticals Inc. – s. 4(b) of Ont. Reg. 289/00 under the OBCA

July 20, 2018

Consent

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the Cayman Islands Companies Law (2016 Revision), as amended.

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.

Regulation 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) UNDER
THE BUSINESS CORPORATIONS ACT (ONTARIO),
R.S.O. 1990 c. B.16, AS AMENDED
(the OBCA)

AND

IN THE MATTER OF
BRADMER PHARMACEUTICALS INC.

CONSENT
(Subsection 4(b) of the Regulation)

UPON the application (the “Application”) of Bradmer Pharmaceuticals Inc. (the “Applicant”) to the Ontario Securities Commission (the “Commission”) requesting the Commission’s consent to the Applicant continuing in another jurisdiction pursuant to section 181 of the OBCA (the “Continuance”);

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

AND UPON the Applicant having represented to the Commission that:

1. The Applicant is an offering corporation under the OBCA.

2. The Applicant’s common shares are listed on the NEX Board of the TSX Venture Exchange under the symbol “BMR”. As of July 9, 2018, the Applicant had 19,659,725 issued and outstanding common shares.

3. 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 Cayman Islands Companies Law (2016 Revision), as amended from time to time (the “CICL”).

4. On February 14, 2018, the Applicant announced that it had entered into an agreement (the “Arrangement Agreement”) involving the Applicant, First Coin Capital Corp. (“First Coin”), Galaxy Digital LP (“Galaxy LP”) and Galaxy Digital GP LLC (“Galaxy GP”) pursuant to which, the Applicant, First Coin, Galaxy LP and Galaxy GP will combine their respective assets (the “Arrangement”).

5. The Application for Continuance is being made in connection with the Applicant's intention to complete the Arrange-ment, as further described in the Applicant's management information circular dated May 14, 2018 (“Information Circular”). The Applicant will have operations around the world and principally outside of Canada. As such, the Continuance is intended to reorganize the corporate operations of the Applicant in order to optimize the tax and operational efficiencies of those operations and to take advantage of the favourable tax treatment accorded to corporations governed by the CICL.

6. The CICL permits foreign jurisdiction corporations to continue under the laws of the Cayman Islands.

7. The material rights, duties and obligations of a corporation governed by the CICL are substantially similar to those of a corporation governed by the OBCA. However, there are differences. The principle differences have been highlighted for the shareholders of the Applicant (“Shareholders”) in the Information Circular.

8. The Applicant 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, Alberta, Manitoba and Québec (collectively, the “Legislation”). It will remain a reporting issuer in these jurisdictions following the Continuance.

9. The Applicant is not in default of any of the provisions of the OBCA, the Act, or the Legislation, including the regulations and rules made thereunder.

10. The Applicant is not subject to any proceeding under the OBCA, the Act, or the Legislation.

11. The Applicant is not in default of any provision of the rules, regulations or policies of the NEX Board of the TSX Venture Exchange.

12. The Commission is the principal regulator of the Applicant. Following the Continuance, the principal regulator of the Applicant will continue to be the Commission.

13. As the Applicant will continue in a jurisdiction outside of Canada following the proposed Continuance, the Applicant has provided an undertaking (the "Undertaking") to the Commission that it will complete and file an "Issuer Form of Submission to Jurisdiction and Appointment of Agent for Service of Process" in the form of Schedule "A" thereto (the "Submission to Jurisdiction Form") with the Commission through the System for Electronic Document Analysis and Retrieval (SEDAR) promptly following the effective date of the Continuance. The Undertaking also provides that the Applicant will maintain and update the information contained in the Submission to Jurisdiction Form, or furnish a new Submission to Jurisdiction Form, in accordance with the provisions contained therein. The form of Undertaking provided to the Commission is attached as Appendix "A".

14. The Information Circular for the Applicant’s annual general and special meeting of shareholders, held on June 11, 2018 (the “Shareholders Meeting”), was provided to all Shareholders. It included full disclosure of the reasons for, and the implications of, the proposed Arrangement and the proposed Continuance. It also provided a summary of the material differences between the OBCA and the CICL that affect the Shareholders, and a description of the Shareholders' dissent rights in connection with the proposed Arrangement and Continuance pursuant to section 185 of the OBCA.

15. The Shareholders authorized the Arrangement and the proposed Continuance at the Shareholders Meeting by a special resolution that was approved by 99.52% of the votes cast; no Shareholders exercised dissent rights pursuant to section 185 of the OBCA.

16. Subsection 4(b) of the Regulation requires the Application for Continuance to be accompanied by a consent from the Commission.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

THE COMMISSION CONSENTS to the continuance of the Applicant under the CICL.

DATED at Toronto, Ontario this 20th day of July, 2018.

“Cecilia Williams”
Commissioner
Ontario Securities Commission

“Poonam Puri”
Commissioner
Ontario Securities Commission

APPENDIX “A”

UNDERTAKING

To: Ontario Securities Commission (the "Commission")

RE: Bradmer Pharmaceuticals Inc. (the "Applicant")

Application dated July 9, 2018 for a Consent to a Continuance out of Ontario under the Cayman Islands Companies Law (2016 Revision), as amended from time to time, pursuant to clause 4(b) of Ontario Regulation 289/00 made under the Business Corporations Act, R.S.O. 1990, c. B. 16

The Applicant hereby undertakes that it will complete and file an "Issuer Form of Submission to Jurisdiction and Appointment of Agent for Service of Process" in the form of Schedule "A" hereto (the "Submission to Jurisdiction Form") with the Commission through the System for Electronic Document Analysis and Retrieval (SEDAR) promptly following the effective date of the Continuance.

The Applicant hereby further undertakes that it will maintain and update the information contained in the Submission to Jurisdiction Form, or furnish a new Submission to Jurisdiction Form, in accordance with the provisions contained therein.

Dated: July 19, 2018.

BRADMER PHARMACEUTICALS INC.

“Paul Van Damme”
Paul Van Damme
Chief Financial Officer

SCHEDULE “A” TO APPENDIX “A”

ISSUER FORM OF SUBMISSION TO JURISDICTION AND
APPOINTMENT OF AGENT FOR SERVICE OF PROCESS

1. Name of issuer (the "Issuer"):

2. Jurisdiction of incorporation, or equivalent, of Issuer:

3. Address of principal place of business of Issuer:

4. Description of securities (the "Securities"):

5. Name of agent for service of process (the "Agent"):

6. Address for service of process of Agent in Canada (which address may be anywhere in Canada):

7. The Issuer designates and appoints the Agent at the address of the Agent stated above as its agent upon whom may be served with a notice, pleading, subpoena, summons or other process in an action, investigation or administrative, criminal, quasi-criminal, penal or other proceeding (the "Proceeding") arising out of, relating to or concerning the obligations of the Issuer as a reporting issuer and irrevocably waives any right to raise as a defence in any such Proceeding an alleged lack of jurisdiction to bring such Proceeding.

8. The Issuer irrevocably and unconditionally submits to the non-exclusive jurisdiction of:

(a) the judicial, quasi-judicial and administrative tribunals of each of the provinces and territories of Canada in which the Securities have been distributed; and

(b) any administrative proceeding in any such province or territory, in any Proceeding arising out of or related to or concerning the obligations of the Issuer as a reporting issuer.

9. Until six years after it has ceased to be a reporting issuer in any Canadian province or territory, the Issuer shall file a new Submission to Jurisdiction and Appointment of Agent for Service of Process in this form or as otherwise prescribed by securities law at least 30 days before termination, for any reason, of this Submission to Jurisdiction and Appointment of Agent for Service of Process.

10. Until six years after it has ceased to be a reporting issuer in any Canadian province or territory, the Issuer shall file an amended Submission to Jurisdiction and Appointment of Agent for Service of Process at least 30 days before a change in the name or address of the Agent.

11. This Submission to Jurisdiction and Appointment of Agent for Service of Process shall be governed by and construed in accordance with the laws of [insert province or territory of above address of Agent].

Dated:

______________________________
Signature of Signing Officer of Issuer

______________________________
Print name and title of person signing

AGENT

The undersigned accepts the appointment as agent for service of process of [insert name of Issuer] under the terms and conditions of the preceding Submission to Jurisdiction and Appointment of Agent for Service of Process.

Dated:

______________________________
Signature of Agent

______________________________
Print name of person signing and, if
agent is not an individual, the title of the person