CUB Energy Inc. -- s. 4(b) of the Regulation
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, O. Reg. 289/00, as am., s. 4(b).
IN THE MATTER OF
R.R.O. 1990, REGULATION 289/00, 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
CUB ENERGY INC.
CONSENT
(Subsection 4(b) of the Regulation)
UPON the application of CUB Energy Inc. (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting the consent from the Commission to continue in another jurisdiction pursuant to subsection 4(b) of the Regulation;
AND UPON considering the application and the recommendation of the staff to the Commission;
AND UPON the Applicant representing to the Commission that:
1. The Applicant was formed by articles of incorporation under the OBCA dated April 3, 2008 under the name Colonnade Capital Corp. By articles of amendment dated July 14, 2010, the name of the Applicant was changed to, "3P International Energy Corp.", and by articles of amendment dated January 26, 2012, the name of the Applicant was changed to its current name, "CUB Energy Inc.".
2. The authorized share capital of the Applicant consists of an unlimited number of common shares. As at the date of November 23, 2011, an aggregate of 67,077,344 common shares were issued and outstanding. The common shares of the Applicant are listed for trading on the TSX Venture Exchange under the symbol "KUB".
3. The Applicant's registered office is located at 50 Richmond Street East, Suite 101, Toronto, Ontario, M5C 1N7.
4. The Applicant has made an application to the Director under the OBCA pursuant to section 181 of the OBCA (the "Application for Continuance") for authorization to continue as a corporation under the CBCA (the "Continuance").
5. Pursuant to subsection 4(b) of the Regulation, where a corporation is an offering corporation, the Application for Continuance must be accompanied by consent from the OSC.
6. The Applicant is an offering corporation under the OBCA and is a reporting issuer under the Securities Act (Ontario) (the "Act"). The Applicant is also a reporting issuer under the securities legislation of each of the provinces of Alberta and British Columbia. The Applicant intends to remain a reporting issuer under the securities legislation of each of the foregoing provinces following the Continuance.
7. The Applicant is not in default under any provision of the Act or the regulations or rules made under the Act or under the securities legislation of any other jurisdiction where it is a reporting issuer.
8. The Applicant is not a party to any proceedings or to the best of its knowledge, information and belief, any pending proceeding under the Act.
9. The holders of the common shares of the Applicant (the "Shareholders") were asked to consider and, if thought fit, pass a special resolution authorizing the Continuance at the Annual and Special Meeting of Shareholders held on Friday, December 2, 2011 (the "Meeting"). The special resolution authorizing the Continuance was approved at the Meeting by 100% of the votes cast.
10. The management information circular dated October 27, 2011 (the "Information Circular") provided to all Shareholders in connection with the Meeting included full disclosure of the reasons for, and the implications of, the proposed Continuance, a summary of the material differences between the OBCA and the CBCA and advised the Shareholders of their dissent rights in connection with the application for continuance pursuant to section 185 of the OBCA.
11. The principal reason for the Continuance is because the Applicant is an international company and would like to benefit from the advantages of being regulated federally.
12. Pursuant to section 185 of the OBCA, all Shareholders of record as of the record date for the Meeting were entitled to exercise dissent rights with respect to the Application for Continuance. The management information circular provided to the shareholders in connection with the Meeting advised the Shareholders of their dissent rights under the OBCA.
13. 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. Such rights provided to Shareholders by the articles to be filed in connection with the Continuance cannot be amended without the consent of the Shareholders.
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.
DATED at Toronto on this 8th day of February, 2012.