SponsorsOne Inc. – s. 21(b) of Ont. Reg. 398/21 under the OBCA

Headnote

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

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 SPONSORSONE INC.

CONSENT (Subsection 21(b) of the Regulation)

UPON the application of SponsorsOne Inc. (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 British Columbia pursuant to Section 181 of the OBCA;

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 was formed by articles of incorporation under the OBCA under the laws of the Province of Ontario on March 8, 1965 as "Superior Copper Mines Limited".

2. The Applicant's name was changed from "Superior Copper Mines Limited" to "Mountainview Explorations Inc." pursuant to articles of amendment dated March 6, 1979.

3. The Applicant's name was changed from "Mountainview Explorations Inc." to "Banro Capital Group Inc." pursuant to articles of amendment dated March 3, 1988.

4. The Applicant's name was changed from "Banro Capital Group Inc." to "International Infopet Systems Ltd." pursuant to articles of amendment dated May 9, 1989.

5. The Applicant's name was changed from "International Infopet Systems Ltd." to "New International Infopet Systems Ltd." pursuant to articles of amendment dated February 26, 1997.

6. The Applicant's name was changed from "New International Infopet Systems Ltd." to "SponsorsOne Inc." pursuant to articles of amendment dated January 8, 2014.

7. The Applicant is not extra provincially registered in any other jurisdiction in Canada.

8. The head office and registered office of the Applicant is located at 2 Campbell Drive, Suite 307C Uxbridge ON L9P 1H6. The head office of the Applicant will not be relocated as a result of the Continuance (as defined below).

9. The Applicant is authorized to issue an unlimited number of common shares (the "Common Shares"), of which 1,993,742,722 Common Shares are issued and outstanding as of the date hereof.

10. The Common Shares of the Applicant are listed and posted for trading on the Canadian Securities Exchange under the symbol "SPO", the Frankfurt Stock Exchange under the symbol "5SO" and the OTC Markets under the symbol "SPONF".

11. The Applicant intends to apply (the "Application for Continuance") to the Director under the OBCA for authorization to continue under The Business Corporations Act (British Columbia) (the "BCBCA") pursuant to section 181 of the OBCA (the "Continuance").

12. The principal reason for the Continuance is to allow the Applicant to move its corporate records to British Columbia, as the majority of the Applicant's business is on the west coast, which will facilitate dealings with the California subsidiary in the same time zone. In addition, the BCBCA provides management with greater flexibility for implementing a stock consolidation in conjunction with its plans to uplist its stock onto a larger stock exchange.

13. Pursuant to subsection 21(b) of the Regulation, where an applicant corporation is an "offering corporation" (as defined in the OBCA), the Application for Continuance must be accompanied by a consent from the Commission.

14. The Applicant is an "offering corporation" under the OBCA and is a reporting issuer under The Securities Act (British Columbia) (the "Act"). The Applicant is also a reporting issuer or its equivalent under the securities legislation of the provinces of Alberta and Ontario. The principal regulator of the Applicant is Ontario.

15. 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.

16. The Applicant is not a party to any proceeding or, to the best of its knowledge, information and belief, pending proceeding under the OBCA or under the Act.

17. An annual and special meeting of the shareholders of the Applicant was held on March 29, 2021 (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 99.681% of the shareholders present in person or by proxy at the Meeting.

18. The management information circular of the Applicant dated February 26, 2021 (the "Circular"), which was provided to all securityholders of the Applicant in connection with the Meeting, described the proposed Continuance and disclosed the reasons for it and its implications and advised the shareholders of their dissent rights in connection with the Continuance Resolution pursuant to section 185 of the OBCA, including a summary comparison of the differences between the OBCA and the BCBCA. The Circular was mailed to securityholders of record at the close of business on March 5, 2021 and was filed on SEDAR on March 8, 2021. No dissent rights were exercised by any shareholders of the Applicant in connection with the Continuance.

19. The material rights, duties and obligations of a corporation governed by the BCBCA 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 BCBCA.

DATED at Toronto, Ontario this 27th day of January, 2023.