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

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under 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) UNDER
THE BUSINESS CORPORATIONS ACT (ONTARIO),
R.S.O. 1990, c. B.16, AS AMENDED
(the OBCA)

AND

IN THE MATTER OF
SCHYAN EXPLORATION INC.

CONSENT
(Clause 4(b) of the Regulation)

                UPON the application (the “Application”) of Schyan Exploration Inc. (the “Applicant”) to the Ontario Securities Commission (the “Commission”) requesting a consent from the Commission to continue into 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 is an offering corporation existing under the provisions of the OBCA.

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

3.             This Application is being made in connection with the proposed continuance of the Applicant under the BCBCA (the “Proposed Transaction”) wherein the Applicant, a mining issuer, will merge its business with Trulieve, Inc., a Florida based company (the “Merged Company”), and the Merged Company will: (i) become a marijuana issuer; and (ii) the directors of the Merged Company will all be non-residents upon completion of the Proposed Transaction.

4.             The name of the Applicant is Schyan Exploration Inc. Pursuant to the Proposed Transaction the name of the Merged Company will be Trulieve Cannabis Corp.

5.             The Applicant was incorporated under the OBCA pursuant to letters patent dated September 14, 1940.

6.             The Applicant’s common shares are not listed and have never been listed on any stock exchange. As at September 12th, 2018, the Applicant had 16,188,972 common shares issued and outstanding. The Applicant does not have securities listed on any other stock exchange.

7.             The Applicant is a reporting issuer under the Securities Act, R.S.O. 1990, c.S. 5, as amended (the “Act”) and will remain a reporting issuer in such jurisdiction following continuance.

8.             The Applicant is not in default of any of the provisions of the OBCA or the Act, including the regulations made thereunder.

9.             The Applicant is not subject to any proceeding under the OBCA, BCBCA or the Act.

10.          The Applicant is not in default of any provision of the rules, regulations or policies of any exchange, as the Applicant’s common shares are not listed on any exchange.

11.          The Commission is the principal regulator for the Applicant and the Applicant’s registered office is currently located in Ontario. The Merged Company will be relocated to British Columbia and intends to have the British Columbia Securities Commission be its principal regulator.

12.          The Applicant’s current registered office is 365 Bay Street, Suite 400, Toronto, Ontario, M5H 2V1. Upon completion of the Proposed Transaction, the head office of the Merged Company will be located at 6749 Ben Bostic Road, Quincy, Florida 32351. The registered office of the Merged Company will be located at Suite 2800, Park Place, 666 Burrard Street, Vancouver, British Columbia, V6C 2Z7.

13.          The Applicant's management information circular dated July 18, 2018 (the “Information Circular”) for its annual and special meeting of shareholders on August 15, 2018 (the “Shareholders’ Meeting”) described the Proposed Transaction and disclosed the reasons for it and its implications. The Information Circular disclosed to the shareholders their dissent rights in connection with the Proposed Transaction pursuant to section 185 of the OBCA.

14.          The Applicant's shareholders authorized the Proposed Transaction at the Shareholders’ Meeting by a special resolution that was approved by 100% of the votes cast; no shareholder exercised dissent rights pursuant to section 185 of the OBCA.

15.          The material rights, duties and obligations of a corporation, governed by the BCBCA are substantially similar to those under the OBCA, with the exception that there is not a Canadian residency requirement for the members of the board of directors under the BCBCA.

16.          Pursuant to clause 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 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 BCBCA.

                DATED at Toronto, Ontario this 18th day of September, 2018.