Securities Law & Instruments


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.

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 SUBSCRIBE TECHNOLOGIES INC.

CONSENT (Paragraph 4(b) of the Regulation)

UPON the application (the "Application") of Subscribe Technologies Inc. (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting the consent of the Commission, as required under paragraph 4(b) of the Regulation, for the Applicant to continue into 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 Applicant having represented to the Commission that:

1. The Applicant was incorporated pursuant to the OBCA by certificate of incorporation effective on September 13, 2010 under the name Surrey Capital Corp. Effective January 3, 2017 the Applicant changed its name to Subscribe Technologies Inc.

2. The Applicant's head office is located at Suite 604 -- 700 West Pender St., Vancouver, British Columbia, V6C 1G8. The Applicant's registered office is located at 466A Ellerslie Ave., Toronto, Ontario, M2R 1C4.

3. The authorized share capital of the Applicant consists of an unlimited number of common shares (the "Common Shares"), of which 37,977,670 Common Shares are issued and outstanding as at the date hereof, and an unlimited number of Preference shares, issuable in series, of which none are issued and outstanding as at the date hereof.

4. The Common Shares of the Applicant are listed for trading on the Canadian Securities Exchange (the "Exchange") under the symbol "SAAS". The Common Shares of the Applicant are not listed on any other exchange. The Common Shares of the Applicant are the only securities of the Applicant listed on any exchange.

5. The Applicant 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 "Act"), 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"). The Applicant is not a reporting issuer in any other jurisdiction of Canada.

6. The Applicant 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 Business Corporations Act (British Columbia), S.B.C. 2002, c. 57 (the "BCBCA").

7. Pursuant to paragraph 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 of the Commission.

8. The Applicant is not in default under any provision of the Act or the regulations or rules made the Act, and is not in default under the BCSA or the ASA.

9. The Applicant is not in default of any of the rules, regulations or policies of the Exchange.

10. The Applicant is not a party to any proceeding nor, to the best of its knowledge, information and belief, any pending proceeding under the Act, BCSA or the ASA.

11. The Application for Continuance is being made in connection with the Company's head office and business having moved from Ontario to British Columbia in 2016 and to allow the Company to move its corporate registered and records office to British Columbia. As the Applicant's head office and business are located in British Columbia, management of the Applicant believes it is in the best interests of the Applicant to continue into the governing jurisdiction of the Province of British Columbia in order for its corporate affairs to be governed by the BCBCA rather than the OBCA.

12. The holders of Common Shares of the Applicant authorized the Continuance of the Applicant at the 2017 annual and special meeting of shareholders (the "Meeting") held on December 15, 2017. The special resolution authorizing the Continuance was approved at the Meeting by 100.0% of the votes cast. No shareholder exercised dissent rights in respect of the Continuance pursuant to section 185 of the OCBA.

13. The management information circular of the Applicant, dated November 13, 2017, describing the Continuance (the "Information Circular"), provided to all the 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 BCBCA and advised the shareholders of their dissent rights in connection with the Continuance, pursuant to section 185 of the OBCA.

14. 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.

15. Following the Continuance, the Applicant intends to remain a reporting issuer in Ontario and in the other jurisdictions where it is currently a reporting issuer.

16. The Applicant's principal regulator is British Columbia. Following the Continuance, British Columbia will remain the Applicant's principal regulator.

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 BCBCA.

DATED at Toronto, Ontario this 2nd day of March, 2018.

"Janet Leiper"
"Anne Marie Ryan"
Commissioner
Commissioner
Ontario Securities Commission
Ontario Securities Commission