Securities Law & Instruments

Headnote

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

Canada Business Corporations Act, R.S.C. 1985, c. C-44.

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") MADE UNDER THE BUSINESS CORPORATIONS ACT (ONTARIO), R.S.O. 1990, c. B.16, AS AMENDED (THE "OBCA") AND IN THE MATTER OF GOODFOOD MARKET CORP.

CONSENT (Subsection 4(b) of the Regulation)

UPON the application of Goodfood Market Corp. (the "Corporation") to the Ontario Securities Commission (the "Commission") requesting the consent of the Commission, as required under subsection 4(b) of the Regulation, for the Corporation to continue 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 Corporation having represented to the Commission that:

1. The Corporation was incorporated under the OBCA by certificate of incorporation effective on March 23, 2015.

2. The Corporation's registered office is located at 515 Legget Drive, Suite 800 Ottawa, Ontario K2K 3G4, with its principal place of business located at 700 rue Deslauriers, Montreal, Quebec H4W 1W5.

3. The authorized share capital of the Corporation consists of an unlimited number of common shares (the "Common Shares"), of which 47,690,185 were issued and outstanding on August 14, 2017.

4. The Corporation's issued and outstanding Common Shares are listed for trading on the Toronto Stock Exchange under the symbol "FOOD". The Corporation does not have any of its securities listed on any other stock exchange.

5. The Corporation 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 Canada Business Corporations Act, R.S.C. 1985, c. C-44 (the "CBCA").

6. Pursuant to subsection 4(b) of the Regulation, where a corporation is an offering corporation under the OBCA, the Application for Continuance must be accompanied by the consent of the Commission.

7. The Application for Continuance is being made in connection with a proposed vertical short-form amalgamation involving the Corporation and Goodfood Market Inc. ("GMI"), a wholly-owned subsidiary of the Corporation incorporated under CBCA (the "Proposed Amalgamation").

8. Following the Continuance and Proposed Amalgamation, the Corporation intends, upon shareholder approval, to move its registered office to Quebec (the "Head Office Relocation").

9. The Corporation is an offering corporation under the provisions of the OBCA and is a reporting issuer within the meaning of the Securities Act, R.S.O. 1990, c. s. 5, as amended (the "OSA"), and within the meaning of 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 (the "ASA"). Following the Continuance and after the Proposed Amalgamation, the Corporation intends to remain a reporting issuer in Ontario, British Columbia and Alberta, and will become a reporting issuer in Quebec upon the completion of the Head Office Relocation.

10. The principal regulator of the Applicant is currently the Ontario Securities Commission. Following the completion of the Head Office Relocation, the Applicant will request that the Autorite des marches financiers become its principal regulator.

11. The Corporation is not in default under any provision of the OSA, the Regulation or rules made thereunder, and is not in default under the BCSA or the ASA.

12. The Corporation is not a party to any proceeding or, to the best of its knowledge, information and belief, any pending proceeding under the OSA, BCSA or the ASA.

13. The Corporation's shareholders authorized the Continuance of the Corporation under the CBCA by way of special resolution at a special meeting of shareholders (the "Meeting") held on May 17, 2017. The special resolution authorizing the Continuance was approved at the Meeting by 100% of the votes cast.

14. Pursuant to section 185 of the OBCA, all shareholders of record as of the record date for the Meeting were entitled to exercise dissent rights with respect to the Application for Continuance (the "Dissent Rights"). No shareholder exercised their Dissent Rights with respect to the special resolution authorizing the Continuance.

15. The management information circular of the Corporation dated April 12, 2017 (the "Circular"), which described the Continuance and included a summary comparison of the differences between the OBCA and the CBCA, was provided to shareholders together with the notice of Meeting. The Circular advised shareholders of their Dissent Rights in connection with the Continuance pursuant to section 185 of the OBCA and also contained the proposed articles of continuance.

16. The Corporation intends to amalgamate with GMI after the completion of the Continuance. In order to do so, the Corporation and GMI must be governed by the laws of the same jurisdiction. Currently, the Corporation is governed by the laws of the province of Ontario and GMI is governed by the laws of Canada. As a result, the Corporation is applying for authorization to continue under the CBCA.

17. 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.

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 under the CBCA.

DATED this 29th day of August, 2017.

"Timothy Moseley"
Commissioner
Ontario Securities Commission
 
"Frances Kordyback"
Commissioner
Ontario Securities Commission