betterU Education Corp. (formerly Open Gold Corp.) – s. 1(11)(b)

October 23, 2017

Order

Clause 1(11)(b) – Order that the issuer is a reporting issuer for the purposes of Ontario securities law – Issuer is already a reporting issuer in Alberta and British Columbia – Issuer's securities listed for trading on the TSX Venture Exchange – Continuous disclosure requirements in Alberta and British Columbia are substantially the same as those in Ontario – Issuer has a significant connection to Ontario.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(11)(b).

IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990, c. S.5, AS AMENDED
(the Act)

AND

IN THE MATTER OF
BETTERU EDUCATION CORP.
(formerly OPEN GOLD CORP.)

ORDER
(Clause 1(11)(b))

UPON the application (the "Application") of betterU Education Corp. (the "Applicant") to the Ontario Securities Commission (the "Commission") for an order pursuant to clause 1(11)(b) of the Act deeming the Applicant to be a reporting issuer for the purposes of Ontario securities law;

AND UPON considering the Application and the recommendation of staff of the Commission;

AND UPON the Applicant having represented to the Commission as follows:

1. The Applicant was formed by an amalgamation pursuant to the Business Corporations Act (British Columbia) under the name Range Capital Corp. on August 1, 2009 (subsequently renamed Open Gold Corp. on November 5, 2010 and betterU Education Corp. on March 3, 2017) and continued under the Canada Business Corporations Act pursuant to articles of continuance dated October 13, 2017. The address of the Applicant’s registered and head office is 1145 Hunt Club Road, Suite 110, Ottawa, Ontario, K1V 0Y3.

2. The Applicant is a reporting issuer under the Securities Act (British Columbia) (the BC Act) and the Securities Act (Alberta) (the AB Act). The Applicant became a reporting issuer in British Columbia and Alberta on August 1, 2009.

3. The Applicant is not a reporting issuer or the equivalent in any jurisdiction in Canada other than British Columbia and Alberta.

4. The Applicant’s authorized share capital consists solely of an unlimited number of common shares. As of the date hereof there are 51,783,287 common shares issued and outstanding.

5. The common shares of the Applicant are listed and posted for trading on the TSX Venture Exchange (the TSXV) under the symbol “BTRU” and the Frankfurt Stock Exchange (the FSE) under the symbol “50GA”. The common shares of the Applicant were listed on the TSXV on August 6, 2009 and on the FSE on December 20, 2010.

6. The common shares of the Applicant are not listed or posted for trading, and are not anticipated to be listed or posted for trading, on any other stock exchange in Canada.

7. The continuous disclosure requirements under the BC Act and the Alberta Act are substantially similar to the disclosure requirements under the Act.

8. As of the date hereof, the Applicant is not on the default list of the securities regulatory authority in any jurisdiction in Canada in which it is a reporting issuer and the Applicant is not in default of any requirement of the Act, the BC Act or the Alberta Act.

9. The continuous disclosure materials filed by the Applicant as a reporting issuer in British Columbia and Alberta are available on the System for Electronic Document Analysis and Retrieval (SEDAR).

10. The Applicant is not in default of any of the rules, regulations or policies of the TSXV or the FSE.

11. On March 3, 2017, the Applicant and Skillsdox Inc. (Skillsdox), a private company incorporated under the laws of Canada, completed a reverse takeover transaction within the meaning of the policies of the TSXV (the Reverse Takeover Transaction). As a result of the Reverse Takeover Transaction, among other things: (i) the Applicant changed its name to betterU Education Corp. and consolidated its common shares on a ratio of 9.5 pre-consolidation common shares to one post-consolidation common share; (ii) the Applicant completed a private placement issuing 9,203,455 post-consolidation common shares; (iii) the Applicant exchanged all of the issued and outstanding securities of Skillsdox for 37,200,196 post-consolidation common shares and 7,140,152 common share purchase warrants of the Applicant; and (iv) Skillsdox became a wholly-owned subsidiary of the Applicant.

12. Pursuant to the policies of the TSXV, a listed-issuer, which is not otherwise a reporting issuer in Ontario, must assess whether it has a "significant connection to Ontario" (as defined in the policies of the TSXV) and, upon becoming aware that it has a significant connection to Ontario, promptly make a bona fide application to the Commission to be deemed a reporting issuer in Ontario.

13. The Applicant has determined that it has a significant connection to Ontario. The Applicant’s head and registered office and Chief Executive Officer and Chief Financial Officer are located in Ontario. In addition, shareholders holding securities of the Applicant carrying more than 20% of the voting rights attached to the outstanding securities of the Applicant are resident in Ontario.

14. Neither the Applicant nor any of its officers, directors, nor, to the knowledge of the Applicant or its officers and directors, any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant has: (i) been the subject of any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority; (ii) entered into a settlement agreement with a Canadian securities regulatory authority; or (iii) been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision.

15. Neither the Applicant nor any of its officers, directors, nor, to the knowledge of the Applicant or its directors or officers, any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant, is or has been subject to: (i) any known ongoing or concluded investigations by (a) a Canadian securities regulatory authority, or (b) a court or regulatory body, other than a Canadian securities regulatory authority, that would be likely to be considered important to a reasonable investor making an investment decision; or (ii) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.

16. Neither any of the officers or directors of the Applicant, nor, to the knowledge of the Applicant or its officers or directors, any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant, is or has been at the time of such event an officer or director of any other issuer which is or has been subject to: (i) any cease trade order or similar order, or order that denied access to any exemptions under Ontario securities law, for a period of more than 30 consecutive days, within the past 10 years; or (ii) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the past 10 years.

17. Ontario will be the principal regulator for the Applicant once it has obtained reporting issuer status in Ontario. Upon the granting of this Order, the Applicant will amend its SEDAR profile to indicate that Ontario is its principal regulator.

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

IT IS HEREBY ORDERED pursuant to clause 1(11)(b) of the Act that the Applicant be deemed to be a reporting issuer for the purposes of Ontario securities law.

DATED this 23rd day of October, 2017.

“Sonny Randhawa”
Deputy Director, Corporate Finance
Ontario Securities Commission