MPX Bioceutical Corporation – 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 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
MPX BIOCEUTICAL CORPORATION

CONSENT
(Subsection 4(b) of the Regulation)

                UPON the application of MPX Bioceutical Corporation (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) are listed and posted for trading on the Canadian Securities Exchange (the CSE) under the symbol “MPX” and on the over-the-counter markets in the United States of America (together with the CSE, the Exchanges) under the symbol “MPXEF”; as at January 1, 20l9 the Applicant had 409,153,019 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 (the BCBCA).

4.             The Application for Continuance is being made in order to effect an amalgamation with 1183271 B.C. Unlimited Liability Company, a wholly owned subsidiary of iAnthus Capital Holdings, Inc. (iAnthus) pursuant to the terms and conditions of an arrangement agreement entered into among the Applicant, iAnthus, 1183271 B.C. Unlimited Liability Company and MPX International Corporation (formerly 2660528 Ontario Inc.), a wholly-owned subsidiary of the Applicant, dated October 18, 2018.
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. l990, c.S.5, as amended (the Act), 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 (together with the BCSA, 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 Exchanges.

10.          The Commission is the principal regulator of the Applicant.

11.          Following the Continuance, the Applicant's registered office, which is currently located in Ontario, will be relocated to British Columbia at 1700-666 Burrard Street, Vancouver, British Columbia, V6C 2X8, the applicant’s head office will remain at 701-5255 Yonge Street, Toronto, Ontario, M2N 6P4 and the Applicant intends to have the British Columbia Securities Commission be its principal regulator.

12.          The Applicant's management information circular dated December 11, 2018 for a special meeting of securityholders, held on January 15, 2019 (the Meeting) described, inter alia, the proposed Continuance and disclosed the reasons for it and its implications.

13.          The Applicant's shareholders authorized the Continuance at the Meeting by a special resolution that was approved by 99.48% of the votes cast; no shareholder exercised dissent rights pursuant to section 185 of the OBCA.

14.          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 on this 15th day of January 2019.

“Anne Marie Ryan”
Ontario Securities Commission

“Cecilia Williams”
Ontario Securities Commission