EarthRenew Inc. – s. 21(b) of O. Reg. 398/21 of the OBCA
Headnote
Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the Business Corporations Act (Alberta).
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. 398/21, as am., s. 21(b).
IN THE MATTER OF ONTARIO REGULATION 398/21, 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 EARTHRENEW INC. (the "Applicant") CONSENT (Subsection 21(b) of the Regulation)
UPON the application (the "Application") of the Applicant to the Ontario Securities Commission (the "Commission") requesting the consent of the Commission pursuant to subsection 21(b) of the Regulation, for the Applicant to continue into the Province of Alberta 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 are listed and posted for trading on the Canadian Securities Exchange (the "Exchange") under the symbol "ERTH." The Applicant does not have shares listed on any other stock exchange.
3. The Applicant is authorized to issue an unlimited number of common shares, of which 141,883,762 common shares were issued and outstanding as of June 28, 2023.
4. The Applicant intends to apply to the Director under the OBCA pursuant to Section 181 of the OBCA (the "Application for Continuance") for authorization to continue as a corporation under the Business Corporations Act (Alberta), R.S.A. 2000, c. B-9 (the "ABCA").
5. The Application for Continuance is being made as the Corporation's head office, and the majority of the Corporation's assets, operations and employees are located in Alberta.
6. The material rights, duties and obligations of a corporation governed by the ABCA are substantially similar to those of a corporation governed by the OBCA.
7. The Applicant's registered office is located at 77 King Street West, Suite 400, Toronto, Ontario M5K 0A1 and its head office is located at P.O. Box 1186 St. Main, Okotoks, Alberta T1S 1B1. Following the Continuance, the registered office will be located at 850 -- 2nd Street SW, 15th Floor, Bankers Court, Calgary, Alberta T2P 0R8 and its head office will remain at P.O. Box 1186 St. Main, Okotoks, Alberta T1S 1B1.
8. The Applicant is a reporting issuer under the securities legislation of the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador, and will remain a reporting issuer in these jurisdictions following the Continuance. The Applicant's principal regulator is the Alberta Securities Commission.
9. The Applicant is not in default of any of the provisions of the OBCA, the Securities Act (Ontario) (the "Act"), including the regulations or rules made thereunder, or the applicable securities legislation of any other jurisdiction in which it is a reporting issuer.
10. The Applicant is not subject to any proceeding under the OBCA, the Act or the applicable securities legislation of any other jurisdiction in which it is a reporting issuer.
11. The Applicant is not in default of any provision of the rules, regulations or policies of the Exchange.
12. The Applicant's management information circular (the "Circular") dated May 15, 2023, which was provided electronically using "notice-and-access" procedures to all securityholders of the Applicant in connection with its annual general and special meeting of shareholders held on June 28, 2023 (the "Meeting") described the proposed Continuance and disclosed the reasons for it and its implications. The Applicant's shareholders had the right to dissent with respect to the proposed Continuance pursuant to Section 185 of the OBCA, and the Circular disclosed particulars of this right in accordance with applicable law.
13. The Applicant's shareholders authorized the Continuance at the Meeting by special resolution that was approved by 99.598% of the votes cast by the shareholders of the Applicant in person or represented by proxy. No shareholders exercised dissent rights pursuant to Section 185 of the OBCA.
14. Subsection 21(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 HEREBY CONSENTS to the Continuance of the Applicant as a corporation under the ABCA.
DATED at Toronto on the 10th day of August, 2023.
OSC File #: 2023/0333