GAR Limited – s. 4(b) of Ont. Reg. 289/00 under the OBCA

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the British Columbia 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

Ont. Reg. 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)
MADE UNDER THE BUSINESS CORPORATIONS ACT (ONTARIO),
R.S.O. 1990, c. B.16, AS AMENDED
(the OBCA)

AND

IN THE MATTER OF
GAR LIMITED

CONSENT
(Subsection 4(b) of the Regulation)

                UPON the application of GAR Limited (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 under the OBCA.

2.             The Applicant’s common shares are listed and posted for trading on the Canadian Securities Exchange (the Exchange) under the symbol “NETC”. As at July 6, 2018, the Applicant had 116,694,561 issued and outstanding common shares. The Applicant does not have securities listed on any other exchange.

3.             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), S.B.C. 2002. C.57 (the BCBCA).

4.             The Application for Continuance is being made to give effect to the name change of the Applicant from “GAR Limited” to “Netcoins Holdings Inc.” and allow the Applicant to be more responsive under provisions of the BCBCA in respect of financing opportunities and other corporate transactions, which may be effected by the Applicant in the future.

5.             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.

6.             The Applicant is a reporting issuer under the Securities Act, R.S.O. 1990, c. S. 5, as amended (the Act) and the Securities Act (British Columbia), R.S.B.C. 1996, c. 418 (together with the Act, the Legislation). It will remain a reporting issuer in Ontario and British Columbia following the proposed Continuance.

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

8.             The Applicant is not subject to any proceeding under the OBCA or the Legislation.

9.             The Applicant is not in default of any provision of the rules, regulations or policies of the Exchange.

10.          The British Columbia Securities Commission is the principal regulator of the Applicant and will continue to be its principal regulator after the proposed Continuance.

11.          Following the proposed Continuance, the Applicant’s registered office and head office will be at 488 – 1090 West Georgia Street, Vancouver, British Columbia, Canada, V6E 3V7.

12.          The Applicant’s information circular dated July 6, 2018 for its annual general and special meeting of shareholders, held on August 21, 2018 (the Shareholders Meeting), disclosed the reasons for, and the implications of, the proposed Continuance. 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 approved the proposed Continuance at the Shareholders Meeting by a special resolution that was approved by 98.43% of the votes cast; 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 CONSENTS to the continuance of the Applicant under the BCBCA.

                DATED at Toronto, Ontario this 28th day of August 2018.