Gensource Potash Corporation
Headnote
Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the Business Corporations Act (Saskatchewan).
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 GENSOURCE POTASH CORPORATION
CONSENT (Subsection 21(b) of the Regulation)
UPON the application of Gensource Potash Corporation (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 Saskatchewan pursuant to Section 181 of the OBCA;
AND UPON considering the application and the recommendation of the staff to the Commission;
AND UPON the Applicant having represented to the Commission that:
1. The Applicant was formed by articles of amalgamation under the Company Act (Alberta) on April 16, 1997 pursuant to the amalgamation of Augen Capital Corp., Forefront Industries Inc., and Forefront Finance Inc. under the name Augen Capital Corp.
2. The Applicant was re-incorporated under the Corporation Act (Ontario) on November 19, 2004.
3. The Applicant's name was changed from "Augen Capital Corp. to "Gensource Capital Corporation" pursuant to articles of amendment dated August 1, 2012.
4. The Applicant was amalgamated under the OBCA on January 1, 2013 with Augen General Partner 2006 Inc., Augen General Partner 2007 Inc., Augen Resource 2 Balance Fund Inc., Polar Bear Exploration Inc. and Rioferro Resources Corp. under the name of Gensource Capital Corporation.
5. The Applicant is extra provincially registered in the Province of Saskatchewan.
6. The registered office of the Applicant is located at 18 King St. E., Suite 902, Toronto, Ontario, Canada M5C 1C4.
7. The Applicant is authorized to issue an unlimited number of common shares (the "Common Shares"), of which 424,395,995 Common Shares are issued and outstanding as of June 24, 2022.
8. The Common Shares of the Applicant are listed and posted for trading on the TSX Venture Exchange and the AIM Market of the London Stock Exchange plc under the symbol "GSP".
9. The Applicant intends to apply (the "Application for Continuance") to the Director under the OBCA for authorization to continue under The Business Corporations Act (Saskatchewan) (the "SBCA") pursuant to section 181 of the OBCA (the "Continuance").
10. The principal reason for the Continuance is to allow the Applicant to move its corporate records office to Saskatchewan, which is where its head office and its land assets are located, including its proposed potash project located in Tugaske, Saskatchewan.
11. Pursuant to subsection 21(b) of the Regulation, where an applicant corporation is an "offering corporation" under the OBCA, the Application for Continuance must be accompanied by a consent from the Commission.
12. The Applicant is an "offering corporation" under the OBCA and is a reporting issuer under The Securities Act, 1988 (Saskatchewan), as amended (the "Act"). The Applicant is also a reporting issuer or its equivalent under the securities legislation of the provinces of British Columbia, Alberta, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador. The principal regulator of the Applicant is Saskatchewan.
13. The Applicant is not in default under any provision of the OBCA or the Act, or any of the regulations or rules made thereunder, and is not in default under the securities legislation of any other jurisdiction in which it is a reporting issuer.
14. The Applicant is not subject to any proceeding under the OBCA or under the Act.
15. A special meeting of the shareholders of the Applicant was held on May 27, 2022 (the "Meeting") to consider a special resolution in connection with the Continuance (the "Continuance Resolution"). The Continuance Resolution required the approval of not less than two-thirds of the aggregate votes cast by the shareholders present in person or by proxy at the Meeting, and was approved by 98.689% of the shareholders present in person or by proxy at the Meeting.
16. The management information circular of the Applicant dated April 11, 2022 (the "Circular"), which was provided to all securityholders of the Applicant in connection with the Meeting, described the proposed Continuance, disclosed the reason for it and its implications, advised the shareholders of their dissent rights in connection with the Continuance Resolution pursuant to section 185 of the OBCA and included a summary comparison of the differences between the OBCA and the SBCA. The Circular was mailed to securityholders of record at the close of business on April 7, 2022, 2022 and was filed on SEDAR on April 26, 2022. No dissent rights were exercised by any shareholders of the Applicant in connection with the Continuance.
17. The material rights, duties and obligations of a corporation governed by the SBCA are substantially similar to those of a corporation governed by OBCA.
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 SBCA.
DATED at Toronto, Ontario this 29th day of June, 2022.