Viking Gold Exploration Inc. – 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).
Securities Act, R.S.O. 1990, c. S.5, 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
VIKING GOLD EXPLORATION INC.

CONSENT
(Subsection 4(b) of the Regulation)

                UPON the application of Viking Gold Exploration 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 (the “Common Shares”) were listed and posted for trading on the NEX board of the TSX Venture Exchange (the “Exchange”) under the symbol “VGC” but are presently suspended from trading. The Applicant was cease traded as it had failed to file financial statements, resulting in cease trade orders and suspension from trading on NEX. The Applicant has a new management team and the cease trade orders were lifted on April 4, 2019. The shares remain suspended as the Applicant has not decided whether to relist on the Exchange. As at July 22, 2019 the Applicant had 79,778,229 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 Business Corporations Act (British Columbia), S.B.C. 2002, c.57, as amended (the “BCBCA”).

4.             The principal reason for the Application for Continuance is that the Applicant’s management believes that the interests of the Applicant will be better served under the BCBCA as the Applicant’s head office has relocated to Vancouver, British Columbia and its management will principally be located in British Columbia.

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. 1996, c.418 (the “BCSA”), the Securities Act (Alberta), R.S.A. 2000, c. S-4 (the “ASA”) and the Securities Act (Newfoundland and Labrador), R.S.N.L. 1990, c. S-13 (together with the BCSA and ASA, the “Legislation”) and will remain a reporting issuer in these jurisdictions following the Continuance.

7.             The Applicant is not in default of any of the provisions 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 Exchange.

10.          The Commission is the principal regulator of the Applicant. Following the Continuance, the Applicant intends to have the British Columbia Securities Commission be its principal regulator.

11.          The Applicant’s management information circular dated May 16, 2019 for its annual general and special meeting of shareholders, held on June 20, 2019 (the “Shareholders Meeting”) described the proposed Continuance and disclosed the reasons for it and its implications. It also disclosed 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 special resolution that was approved by 93.9% 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 under the BCBCA.

                DATED at Toronto, Ontario this 6th day of August 2019.

“Ray Kindiak”                                                                       “Craig Hayman”
Commissioner                                                                      Commissioner
Ontario Securities Commission                                            Ontario Securities Commission