RG One Corp.

Headnote

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the Business Corporations Act (Canada).

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).

Securities Act, R.S.O. 1990, c. S.5, 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 RG ONE CORP.

CONSENT (Subsection 4(b) of the Regulation)

UPON the application of RG One Corp. (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting the consent from the Commission to continue into the federal 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 is an offering corporation under the OBCA.

2. The Applicant's authorized share capital consists of an unlimited number of common shares, of which 39,350,001 were issued and outstanding as of May 28, 2021. The common shares of the Applicant are not listed for trading on any stock exchange.

3. The Applicant intends to apply (the "Application for Continuance") to the Director of the OBCA for authorization to continue under the Canada Business Corporations Act, R.S.C. 1985, c. C-44 (the "CBCA") pursuant to section 181 of the OBCA (the "Continuance").

4. The principal reason for the Continuance is to leverage the increased flexibility provided under the provisions of the CBCA and is a condition the Applicant's business combination with Flow Water Inc.

5. 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.

6. The Applicant is an is an offering corporation under the OBCA and is a reporting issuer under the Securities Act, R.S.C. 1985, c. C-44 as amended (the "Act") and the securities legislation of British Columbia and Alberta (the "Legislation"). The Applicant intends to remain a reporting issuer in the provinces of Ontario, British Columbia and Alberta following the Continuance.

7. The Commission is currently the Applicant's principal regulator.

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

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

10. The Applicant's management information circular dated April 8, 2021 for its annual general and special meeting of holders of the Applicant's common shares (the "Shareholders"), held on May 7, 2021 (the "Shareholders' Meeting"), described the proposed Continuance and disclosed the reasons for it and its implications. It also disclosed full particulars of the dissent rights of the Shareholders under section 185 of the OBCA.

11. The Shareholders approved the proposed Continuance at the Shareholders' Meeting by a special resolution that was approved by 100% of the votes cast; no Shareholders exercised dissent rights pursuant to section 185 of the OBCA.

12. 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 HEREBY CONSENTS to the continuance of the Applicant as a corporation under the CBCA.

DATED at Toronto on this 2nd day of July, 2021.