Tiidal Gaming Group Corp. – s. 21(b) of Ont. Reg. 398/21 of the OBCA

Consent

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 
TIIDAL GAMING GROUP CORP. 
(the “Applicant”)

CONSENT
(Subsection 21(b) of the Regulation)

UPON the application (the “Application”) of 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 (the “Continuance”);

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 laws of Ontario on August 6, 2009 under the name “2110249 Ontario Inc.”.
  2. The Applicant’s name was changed from “2110249 Ontario Inc.” to “GTA Corpfin Capital Inc.” pursuant to articles of amendment dated October 20, 2006.
  3. The Applicant’s name was changed from “GTA Corpfin Capital Inc.” to “GTA Resources and Mining Inc.” pursuant to articles of amendment dated June 30, 2010.
  4. The Applicant’s name was changed from “GTA Resources and Mining Inc.” to “GTA Financecorp Inc.” pursuant to articles of amendment dated March 4, 2019.
  5. The Applicant’s name was changed from “GTA Financecorp Inc.” to “Tiidal Gaming Group Corp.” pursuant to articles of amendment dated November 9, 2021.
  6. The Applicant’s authorized share capital consists of an unlimited number of common shares (the “Common Shares”), of which 5,147,258 Common Shares are issued and outstanding as of the date hereof. The Common Shares of the Applicant are listed for trading on the Canadian Securities Exchange (the “CSE”) under the symbol “TIDL” and the OTC Markets under the symbol “TIIDF”.
  7. The Applicant intends to apply to the Director pursuant to section 181 of the OBCA (the “Application for Continuance”) for authorization to continue under the Business Corporations Act (British Columbia) (the “BCBCA”).
  8. The principal reason for the Continuance is to leverage the increased flexibility provided under the provisions of the BCBCA with respect to certain corporate transactions which may be effected by the Applicant in the future.
  9. 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.
  10. The Applicant is an offering corporation under the OBCA and is a reporting issuer under the Securities Act, R.S.O. 1990, c. S.5, as amended (the “Act”) and the securities legislation of British Columbia and Alberta (the “Legislation”). The Applicant intends to remain a reporting issuer in the provinces of Ontario, British Columbia and Alberta following the Continuance.
  11. The Ontario Securities Commission (the “OSC”) is currently the Applicant’s principal regulator. Following the Continuance, the Applicant will change their principal regulator to the British Columbia Securities Commission.
  12. The registered office of the Applicant is located at 365 Bay Street, Suite 800, Toronto, Ontario M5H 2V1. Following the Continuance, the Applicant’s registered office will change to 1900, 1040 W Georgia St., Vancouver, British Columbia V6E 4H3.
  13. The Applicant is not in default under any provision of the OBCA, the Act or the Legislation, including the regulations or rules made thereunder.
  14. The Applicant is not subject to any proceeding under the OBCA, the Act, or the Legislation.
  15. The Applicant is not in default of any provision of the rules, regulations or policies of the CSE.
  16. The Applicant’s management information circular dated March 7, 2024 and filed on SEDAR+ for its annual and special meeting of holders of the Applicant’s Common Shares (the “Shareholders”), held on April 5, 2024 (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.
  17. The Continuance required the approval by a special resolution of not less than two-thirds of the aggregate votes cast by Shareholders present in person or by proxy at the Shareholders’ Meeting and the Shareholders approved the proposed Continuance at the Shareholders’ Meeting by a special resolution that was approved by 99% of the votes cast; no Shareholders exercised dissent rights pursuant to section 185 of the OBCA.
  18. 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 BCBCA.

DATED at Toronto on this 14th day of May, 2024.

“Marie-France Bourret”
Manager, Corporate Finance
Ontario Securities Commission

OSC File #: 2024/0258