Focused Capital II Corp. – s. 4(b) of the Regulation

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

R.R.O. 1990, Regulation 289/00, as am., s. 4(b), made under the Business Corporations Act, R.S.O. 1990, c.B.16, as am.

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

FOCUSED CAPITAL II CORP.

CONSENT

(Subsection 4(b) of the Regulation)

                UPON the application (the Application) of Focused Capital II Corp. (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 the staff of the Commission;

                AND UPON the Applicant having represented to the Commission that:

1.             The Applicant is an offering corporation existing under the provisions of the OBCA.

2.             The Applicant has applied to the Director under the OBCA for authorization to continue as a corporation under the Business Corporations Act (British Columbia), S.B.C. 2002, c.57 (the BCBCA) pursuant to section 181 of the OBCA (the Application for Continuance).

3.             This application is being made in connection with the proposed business combination structured as a ‘three cornered’ amalgamation (the Proposed Transaction) involving the Applicant, Fortress Blockchain Corp., a corporation incorporated under the laws of British Columbia (Fortress), and a wholly-owned subsidiary of the Applicant (Subco) incorporated under the laws of British Columbia, pursuant to which Fortress and Subco will amalgamate and the amalgamated company (Amalco) will become a wholly owned subsidiary of the Applicant and the Fortress shareholders will receive shares of the Applicant.

4.             The name of the Applicant is Focused Capital II Corp. Pursuant to the Proposed Transaction the name of the Applicant will be changed to Fortress Blockchain Corp.

5.             The Applicant was incorporated under the OBCA pursuant to a Certificate of Incorporation dated July 13, 2011.

6.             The Applicant’s common shares are listed on the “NEX” board of the TSX Venture Exchange (the Exchange), under the symbol “FAV.H”; as at August 1, 2018, the Applicant had 6,176,470 common shares issued and outstanding. The Applicant does not have any securities listed on any other exchange.

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 (together with the BCSA, the Legislation) and will remain a reporting issuer in these jurisdictions following the proposed Continuance.

8.             The Applicant is not in default of any of the provisions of the OBCA, the Act or the Legislation, including the regulations made thereunder.

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

10.          The Applicant is not in default of any provision of the rules, regulations or policies of the Exchange, except as previously publicly disclosed.

11.          The Commission is the principal regulator for the Applicant. Following the proposed Continuance, the Applicant’s registered office, which is currently located in Ontario, will be relocated to British Columbia, and the Applicant intends to have the British Columbia Securities Commission be its principal regulator.

12.          The Applicant's management information circular dated May 20, 2018 (the Information Circular) for its annual and special meeting of shareholders on June 22, 2018 (the Shareholders’ Meeting) described the proposed Continuance and disclosed the reasons for it and its implications. The Information Circular disclosed to the shareholders their dissent rights in connection with the proposed Continuance pursuant to section 185 of the OBCA.

13.          The Applicant's shareholders authorized the proposed Continuance at the Shareholders’ Meeting by a special resolution that was approved by 100% of the votes cast; no shareholder exercised dissent rights pursuant to section 185 of the OBCA.

14.          The material rights, duties and obligations of a corporation governed by the BCBCA are substantially similar to those under the OBCA, with the exception that there is not a Canadian residency requirement for the members of the board of directors under the BCBCA.

15.          Pursuant to subsection 4(b) of the Regulation, where a corporation is an offering corporation under the OBCA, the Application for Continuance must 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 CONSENTS to the continuance of the Applicant under the BCBCA.

                DATED at Toronto, Ontario this 13th day of August, 2018.

“Grant Vingoe”

Commissioner

“Frances Kordyback”

Commissioner