Stone Investment Group Limited – 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 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. 398/21, 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 STONE INVESTMENT GROUP LIMITED

CONSENT (subsection 21(b) of the Regulation)

UPON the application of Stone Investment Group Limited (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting the consent from the Commission to continue into the federal jurisdiction pursuant to subsection 21(b) of the Regulation;

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 is an offering corporation under the OBCA.

2. The Applicant's authorized share capital consists of an unlimited number of common shares, of which 25,028,571 were issued and outstanding as of June 15, 2022. The common shares of the Applicant are not listed for trading on any stock exchange.

3. The Applicant intends to apply (the "Application for Continuance") to the Director of the OBCA for authorization to continue under the Canada Business Corporations Act, R.S.C. 1985, c. C-44 (the "CBCA") pursuant to section 181 of the OBCA (the "Continuance").

4. The principal reason for the Continuance is because such Continuance is a part of a series of transactions with Starlight Investments Capital LP ("Starlight") through a plan of arrangement which will result in the acquisition by Starlight of all the Common Shares of the Applicant (the "Plan of Arrangement").

5. The Applicant will be a wholly-owned subsidiary of Starlight following closing of the transactions pursuant to the Plan of Arrangement. As such, it will meet the conditions to apply to cease to be a reporting issuer in Ontario and in all other jurisdictions of Canada where it has reporting issuer status.

6. The transactions contemplated in the Plan of Arrangement will close on or about June 24, 2022.

7. 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.

8. The Applicant is an offering corporation under the OBCA and is a reporting issuer under the Securities Act (Ontario), R.S.O. 1990, c. S.5 as amended (the "Act") and the securities legislation of Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Prince Edward Island, Saskatchewan and Yukon (the "Legislation"). Following completion of the transactions contemplated in the Plan of Arrangement, the Applicant will cease to be a reporting issuer pursuant to the Act and the Legislation.

9. The Commission is currently the Applicant's principal regulator.

10. The Applicant is not in default under any provision of the OBCA, Act or Legislation, including the regulations made thereunder.

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

12. The Applicant's management information circular dated May 18, 2022 for its annual general and special meeting of holders of the Applicant's common shares (the "Shareholders"), held on June 15, 2022 (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 Shareholders under section 185 of the OBCA.

13. The Shareholders approved the proposed Continuance at the Shareholders' Meeting by a special resolution that was approved by 96.37% of the votes cast; there are two Shareholders that have exercised dissent rights pursuant to section 185 of the OBCA.

14. Subsection 21(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 Applicant as a corporation under the CBCA.

DATE at Toronto on this 17th day of June, 2022.