Petro Basin Energy Corp. – 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 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
(the Regulation)
MADE UNDER THE BUSINESS APPLICANTS ACT (ONTARIO),
R.S.O. 1990 c. B.16, AS AMENDED
(the OBCA)

AND

IN THE MATTER OF
PETRO BASIN ENERGY CORP.

CONSENT
(Subsection 4(b) of the Regulation)

                UPON the application of Petro Basin Energy Corp. (the “Applicant”) to the Ontario Securities Commission (the “Commission”) requesting a consent from the Commission, pursuant to subsection 4(b) of the Regulation, for the Applicant to continue into the Province of British Columbia (the “Continuance”) pursuant to Section 181 of the OBCA;

                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 is a corporation incorporated under the OBCA by articles of amalgamation effective August 1, 1994, and intends to make 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 Business Corporations Act (British Columbia), S.B.C. 2002, c. 57 (the “BCBCA”) under its name Petro Basin Energy Corp. The Applicant has a name reservation granted by the Registrar of Companies, British Columbia in the name of PEACE RIVER CAPITAL CORP. under name reservation number NR5957271. The Applicant intends to change its name concurrently with the Continuance.

2.             The authorized share capital of the Applicant consists of an unlimited number of common shares (the “Common Shares”), of which 25,774,396 Common Shares are issued and outstanding as of August 9, 2016, an unlimited number of special shares, issuable in series, of which none have been issued, and 500,000 preference shares of which none have been issued. The Common Shares of the Applicant are listed for trading on the NEX, a separate board of TSX Venture Exchange (the “TSXV”) under the symbol “PBA.H”. The Applicant does not have any securities listed on any other exchange, except for the TSXV.

3.             Pursuant to subsection 4(b) of the Regulation, the Applicant for Continuance must, where a corporation is an offering corporation (as that term is defined in the OBCA), be accompanied by the consent from the Commission.

4.             The Applicant’s registered office is located at 181 Bay Street, Suite 4400, Toronto, Ontario M5J 2T3 and its head office is located at 1920 – 1177 W Hastings Street, Vancouver, B.C. V6E 2K3.

5.             The Applicant is an offering corporation under the OBCA and is a reporting issuer under the Ontario Securities Act, R.S.O. 1990, c. S.5, as amended (the “Act”) and is also a reporting issuer under the securities legislation of Alberta and British Columbia. The Applicant is not a reporting issuer or equivalent in any other jurisdiction. The Ontario Securities Commission is currently the Applicant’s principal regulator.

6.             The Applicant is not in default under any provision of the OBCA or the Act, or any of the regulations or rules made under the OBCA and the Act or under the securities legislation of any other jurisdiction where it is a reporting issuer.

7.             The Applicant is not a party to any proceedings or to the best of its knowledge, information and belief, any pending proceeding under the OBCA and the Act or under the securities legislation of any other jurisdiction where it is a reporting issuer.

8.             The Applicant’s head office and management are in British Columbia and believes that the BCBCA will provide the Applicant with greater flexibility than the OBCA.

9.             Following the Continuance:

a.             the Applicant intends to remain a reporting issuer in Ontario;

b.             the Applicant’s registered office will be located at 1055 West Georgia Street, 1500 Royal Centre, P.O. Box 11117, Vancouver, British Columbia V6E 4N7;

d.             the Applicant’s head office will be located at 1920 – 1177 W Hastings Street, Vancouver, British Columbia V6E 2K3; and

e.             the Applicant will change its principal regulator from Ontario to British Columbia.

10.          A summary of the material provisions respecting the proposed Continuance was provided to the Applicant’s shareholders in the Management Information Circular of the Applicant dated April 26, 2016 (the “Circular”) in respect of the Applicant’s annual and special meeting of shareholders held on June 17, 2016 (the “Meeting”). The Circular was mailed to the shareholders of record as at the close of business on April 26, 2016 and was filed on SEDAR on May 11, 2016.

11.          In accordance with the OBCA and the Act and the Applicant’s charter documents, the special resolution of shareholders to be obtained at the Meeting in connection with the proposed Continuance (the “Continuance Resolution”) requires the approval of not less than 66.67% of the votes cast by the shareholders voting in person or by proxy at the Meeting. Each shareholder is entitled to one vote for each Common Share held.

12.          The Applicant’s shareholders had the right to dissent with respect to the proposed Continuance pursuant to Section 185 of the OBCA and the Circular disclosed full particulars of this right in accordance with applicable law.

13.          The Continuance Resolution was approved at the Meeting by 99.99% of the votes cast by the shareholders of the Applicant in respect of the Continuance Resolution. None of the shareholders of the Applicant exercised dissent rights pursuant to Section 185.

14.          The Applicant is a junior oil and gas exploration and production company, with oil and gas interests in Ontario, Canada and Montana, U.S.A

15.          The Applicant has the following wholly-owned subsidiaries:

a.             Petro Basin Energy LLC;

b.             OSE Montana Corp.;

c.             OSE Texas Corp.;

d.             1084225 Ontario Inc.

16.          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.

                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 Corporation as a corporation under the BCBCA.

                DATED this 14 day of September, 2016.