RHC Capital Corporation – s. 4(b) of Ont. Reg. 289/00 under the OBCA

Headnote

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under Saskatchewan 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.S.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

RHC CAPITAL CORPORATION

CONSENT

(Subsection 4(b) of the Regulation)

                UPON the application of RHC Capital Corporation (the Applicant) to the Ontario Securities Commission (the Commission) requesting the Commission’s consent to the Applicant continuing into 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 TSX Venture Exchange (the TSXV) under the symbol "RHC" and as at 30 January 2019 has 151,031,947 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 (Saskatchewan), S.B.C. 2002, c. 57 (the SBCA).

4.             The Application for Continuance into Saskatchewan is being made to allow the Applicant to move its corporate records office to Saskatchewan, which is where its new head office and its land assets are located.

5.             The material rights, duties and obligations of a corporation governed by the SBCA 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., c. S.5, as amended (the Act), the Securities Act (British Columbia), R.S.B.C. 1996, c. 418 (the BCSA) and Alberta under 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. The Applicant will apply to become a reporting issuer in Saskatchewan upon completion of 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 in default of any provision of the rules, regulations or policies of the TSXV.

9.             The Applicant is not subject to any proceeding under the OBCA, the Act, or the Legislation

10.          The Commission is the principal regulator of the Applicant. Following the Continuance, the Applicant’s registered head office, which is currently located in Saskatchewan will remain in Saskatchewan and the Applicant intends to have the Financial and Consumer Affairs Authority of Saskatchewan be its principal regulator.

11.          The Applicant's management information circular dated March 20, 2018 for its annual general and special meeting of shareholders, on April 23, 2018 (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 a special resolution that was approved by 99% of the votes cast; no shareholder 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 SBCA.

                DATED at Toronto, Ontario this 8th day of February 2019.

“Cecilia Willaims”

Commissioner

Ontario Securities Commission

“Grant Vingoe”

Commissioner

Ontario Securities Commission