Mezzotin Minerals Inc. – 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 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

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
MEZZOTIN MINERALS INC.

CONSENT
(Subsection 4(b) of the Regulation)

                UPON the application of Mezzotin Minerals Inc. (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 listed and posted for trading on the NEX Board of the TSX Venture Exchange (the “Exchange”) under the symbol "MEZ.H"; as at December 17, 2018 the Applicant had 56,994,069 issued and outstanding Common Shares.

3.             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 (the “BCBCA”).

4.             The Application for Continuance is being made to give the Applicant more flexibility under the provisions of the BCBCA in respect of financing opportunities, the absence of residency requirements for directors 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”), 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 Continuance.

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

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

10.          The Commission is the principal regulator of the Applicant.

11.          Following the 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 December 17, 2018 for its annual general and special meeting of shareholders, held on January 16, 2019 (the “Shareholders Meeting”) described the proposed Continuance and disclosed the reasons for it and its implications.

13.          The Applicant's shareholders authorized the 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.          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 22nd day of January, 2019.

“Lawrence P. Haber”
Commissioner
Ontario Securities Commission

“Janet Leiper”
Commissioner
Ontario Securities Commission