Envoy Capital Group Inc. -- 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

Regulation made under the Business Corporations Act, O. Reg. 289/00, as am., s. 4(b).

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

ENVOY CAPITAL GROUP INC.

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application (the "Application") of Envoy Capital Group Inc. (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting the consent from the Commission for the Applicant to continue in another jurisdiction (the "Continuance"), as required by clause 4(b) of the Regulation;

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 was formed pursuant to the laws of British Columbia on December 28, 1973 under the name of Envoy Communications Group Inc. and continued into Ontario on December 5, 1997. The Applicant changed its name to Envoy Capital Group Inc. on March 30, 2007.

2. The Applicant's registered office is located at 30 St. Patrick Street, Suite 301, Toronto, Ontario M5T 3A3.

3. The Applicant's authorized share capital consists of an unlimited number of common shares (the "Common Shares") of which 8,028,377 Common Shares are issued and outstanding as at November 18, 2011.

4. The Applicant proposes 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 company under the Business Corporations Act (British Columbia) (the "BC Act").

5. The Continuance is being made in connection with a proposed amalgamation of the Company and Merus Labs International Inc. ("Merus") to occur no later than December 13, 2011 pursuant to a plan of arrangement whereby all of the outstanding common shares of Merus will be exchanged on a 4:1 basis for common shares of the amalgamated company ("Amalco") and all outstanding common shares of the Company will be exchanged on a 1:1 basis for common shares of Amalco (the "Arrangement"). Upon completion of the Arrangement the existing shareholders of the Company will, in the aggregate, hold approximately 50.1% of the issued and outstanding common shares of Amalco on a non-diluted basis and the existing shareholders of Merus will hold approximately 49.9% of the issued and outstanding shares on a non-diluted basis. Holders of options and warrants of Merus and the Company shall receive options and warrants to purchase Amalco shares on the same terms and conditions after adjustment for the foregoing share exchange ratios.

6. As a result of the amalgamation the name of Amalco will be Merus Labs International Inc.

7. Pursuant to clause 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.

8. The Applicant is an offering corporation under the OBCA and is a reporting issuer within the meaning of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act"). The Applicant intends to remain a reporting issuer under the Act following the Continuance.

9. The Applicant is not in default of any of the provisions of the Act or the regulations or rules made under the Act.

10. The Applicant is not a party to any proceeding or, to the best of its knowledge, information and belief, pending proceeding under the Act.

11. The holders of the Common Shares of the Applicant authorized the Continuance at the special meeting of shareholders (the "Meeting") held on December 9, 2011. The special resolution authorizing the Continuance was approved at the Meeting by ____% of the votes cast. None of the shareholders of the Applicant exercised dissent rights pursuant to section 185 of the OBCA.

12. The management information circular dated November 10, 2011 (the "Information Circular") provided to all shareholders of the Applicant in connection with the Meeting included full disclosure of the reasons for, and the implications of, the proposed Continuance, included a summary of the material differences between the OBCA and the BC Act and advised the shareholders of the Applicant of their dissent rights in connection with the Application for Continuance pursuant to section 185 of the OBCA.

13. The Continuance has been proposed to facilitate the Arrangement and the future business of the resulting issuer. The Continuance will allow the Applicant to facilitate the Arrangement under the BC Act.

14. The material rights, duties and obligations of a company governed by the laws of the the province of British Columbia and the Articles of Continuance are substantially similar to those approved by the shareholders of the Applicant at the Meeting (the "Continuation Application") are substantially similar to those of a corporation governed by the OBCA. Such rights provided by the Continuance Application cannot be amended without the consent of the shareholders of the Applicant.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

THE COMMISSION HEREBY CONSENTS, subject to the approval of the shareholders of the Applicant of the Application for Continuance, to the continuance of the Applicant as a company under the BC Act.

DATED at Toronto, Ontario this 13th day of December, 2011.