Waverley Resources Ltd.

Headnote

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under 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. 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
WAVERLEY RESOURCES LTD.

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of Waverley Resources Ltd. (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 not listed or posted for trading on any securities exchange.
3. As at November 25, 2021, the Applicant had 35,081,510 issued and outstanding Common Shares.
4. 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, as amended (the BCBCA).
5. The principal reason for the Application for Continuance is that certain aspects of the Applicant’s business and affairs will be better facilitated by the BCBCA and the provisions of the BCBCA provide more flexibility to the Applicant in respect of financing opportunities and other corporate transactions which may be effected by the Applicant in the future. Additionally, two of the Applicant’s four directors are residents of British Columbia.
6. 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.
7. The Applicant is a reporting issuer under the Securities Act, R.S.O. 1990, 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 (the ASA, and together with the Act and the BCSA, the Legislation) and will remain a reporting issuer in these jurisdictions following the Continuance.
8. The Applicant is not in default of any of the provisions of the OBCA or the Legislation, including the regulations made thereunder.
9. The Applicant is not subject to any proceeding under the OBCA or the Legislation.
10. Following the Continuance, the Applicant’s registered and head office, which is currently located in Ontario, will be relocated to British Columbia.
11. Following the Continuance, the Applicant intends to change its principal regulator from the Ontario Securities Commission to the British Columbia Securities Commission.
12. The Applicant’s management information circular dated November 20, 2020 for its annual general and special meeting of shareholders, held on December 21, 2020 (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.
13. The Applicant’s shareholders authorized the Continuance at the Shareholders’ Meeting by special resolution that was approved by 100% of the votes cast and 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 HEREBY CONSENTS to the Continuance of the Applicant as a corporation under the BCBCA.

DATED at Toronto, Ontario this 28th day of January, 2022.

OSC File #: 2021/0707