Plymouth Realty Capital Corp. – s. 4(b) of Ont. Reg. 289/00 under the OBCA

Consent

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

Regulation made under the Business Corporations Act, Ont. Reg. 289/00, as am., s. 4(b).

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 PLYMOUTH REALTY CAPITAL CORP.

CONSENT (Subsection 4(b) of the Regulation)

UPON the application of Plymouth Realty Capital Corp. (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 the 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 (Common Shares) are listed and posted for trading on the TSX Venture Exchange (the TSXV) under the symbol "PH". As of January 7, 2019, the Applicant's authorized share capital consists of an unlimited number of common shares, of which 6,225,000 were issued and outstanding.

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 Business Corporations Act (British Columbia), S.B.C. 2002, c. 57 (the BCBCA).

4. The principal reason for the Continuance is that the Applicant's head office and principal place of business are located, and all members of the Applicant's management reside, in British Columbia. The Continuance will also give the Applicant more flexibility under the provisions of the BCBCA in respect of financing opportunities and other corporate transactions which may be effected by the Applicant in the future.

5. 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.

6. The Applicant is a reporting issuer under the Securities Act, R.S.O. 1990, c. S.5, as amended (the Act), the Securities Act (British Columbia), R.S.B.C. 1966, c. 418 (the BCSA) and the Securities Act (Alberta), R.S.A. 2000, c. S-4 (together with the BCSA, the Legislation). The Applicant intends to remain a reporting issuer in these jurisdictions following the Continuance.

7. The Applicant is not in default under any provision of the OBCA, the Act or the Legislation, including the regulations made thereunder.

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

9. The Applicant is not in default of any provision of the rules, regulations or policies of the Exchanges.

10. Following the Continuance, the Applicant's registered office, which is currently located in Ontario, will be relocated to British Columbia, and the Applicant intends to change its principal regulator from the Ontario Securities Commission to the British Columbia Securities Commission.

11. The Applicant's management information circular dated January 29, 2018 for its annual general and special meeting of shareholders, held on February 28, 2018 (the Shareholders' Meeting), described the proposed Continuance, the reasons for it and its implications as well as full particulars of the dissent rights of the Applicant's shareholders under section 185 of the OBCA.

12. The Applicant's shareholders authorized the Continuance at the Shareholders' Meeting by a special resolution that was approved by 99.64 % of the votes cast; no shareholders exercised dissent rights pursuant to section 185 of the OBCA.

13. 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 as a corporation under the BCBCA.

DATED at Toronto, Ontario on this 14th day of March, 2019.

"Grant Vingoe"
Commissioner
Ontario Securities Commissioner
"Timothy Moseley"
Commissioner
Ontario Securities Commissioner