GURU Organic Energy Corp. -- 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 the Canada 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) MADE UNDER THE BUSINESS CORPORATIONS ACT (ONTARIO), R.S.O. 1990, c. B.16, AS AMENDED (the OBCA) AND IN THE MATTER OF GURU ORGANIC ENERGY CORP.

CONSENT (Subsection 4(b) of the Regulation)

UPON the application of GURU Organic Energy Corp. (the Corporation) to the Ontario Securities Commission (the Commission) requesting the consent of the Commission for the Corporation to continue into another jurisdiction (the Continuance) pursuant to section 181 of the OBCA;

AND UPON considering the application and the recommendation of staff of the Commission;

AND UPON the Corporation having represented to the Commission that:

1. The Corporation is an offering corporation under the OBCA.

2. The Corporation's authorized share capital consists of an unlimited number of common shares (the Common Shares), of which 29,048,554 were issued and outstanding as at December 16, 2020. The Corporation's Common Shares are listed for trading on the Toronto Stock Exchange (the TSX) under the symbol "GURU".

3. The Corporation 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 Canada Business Corporations Act, R.S.C. 1985, c. C-44 (the CBCA).

4. The principal reason for the Continuance is that the Corporation's principal place of business is located in Québec and management therefore believes it to be in the best interest to conduct the Corporation's affairs in accordance with the CBCA so as to permit the Corporation to effect the relocation of its registered office from Ontario to Québec.

5. The material rights, duties and obligations of a corporation governed by the CBCA are substantially similar to those of a corporation governed by the OBCA.

6. The Corporation is a reporting issuer under the Securities Act, R.S.O. 1990, c. s. 5, as amended (the OSA), the Securities Act (British Columbia), R.S.B.C. 1996, c. 418 (the BCSA) and the Securities Act (Alberta), R.S.A. 2000, c. S-4 (the ASA). The Corporation intends to remain a reporting issuer in Ontario, British Columbia and Alberta following the Continuance. The Corporation intends to apply to become a reporting issuer in Québec upon completion of the Continuance.

7. The Commission is the principal regulator of the Corporation. Following the Continuance, the Corporation's registered office, which is currently located in Ontario, will be relocated to Québec and the Corporation intends to have the Autorité des marchés financiers be its principal regulator.

8. The Corporation is not in default under any provision of the OBCA, the OSA, the BCSA or the ASA, including any regulations or rules made thereunder.

9. The Corporation is not subject to any proceeding under the OBCA, the OSA, the BCSA or the ASA.

10. The Corporation is not in default of any provision of the rules, regulations or policies of the TSX.

11. The Corporation's management information circular dated September 28, 2020 for a special meeting of its shareholders held on October 28, 2020 (the Shareholders' Meeting), described the Continuance, the reasons for it and the implications relating thereto, and disclosed full particulars of the dissent rights of the Corporation's shareholders under section 185 of the OBCA.

12. The Corporation's shareholders authorized the Continuance at the Shareholders' Meeting by way of special resolution that was approved by 100% of the votes cast at the Shareholders' Meeting. No shareholders of the Corporation exercised their 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 HEREBY CONSENTS to the Continuance of the Corporation under the CBCA.

DATED at Toronto, Ontario this 8th day of January, 2021