Canadian Premium Sand Inc. (formerly, Claim Post Resources Inc.) – s. 4(b) of Ont. Reg. 289/00 under the OBCA

Consent

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, Ont. Reg. 289/00, as am., s. 4(b).

IN THE MATTER OF
R.R.O 1990, REGULATION 289/00, AS AMENDED
(the REGULATION) UNDER
THE BUSINESS CORPORATIONS ACT (ONTARIO),
R.S.O. 1990, c. B.16, AS AMENDED
(the OBCA)

AND

IN THE MATTER OF
CANADIAN PREMIUM SAND INC.
(formerly, CLAIM POST RESOURCES INC.)

CONSENT
(Subsection 4(b) of the Regulation)

                UPON the application (the Application) of Canadian Premium Sand Inc. (formerly, Claim Post Resources Inc.) (the Applicant) to the Ontario Securities Commission (the Commission) requesting the Commission’s consent to the Applicant continuing 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 Applicant having represented to the Commission that:

1.             The Applicant is an offering corporation incorporated under the OBCA.

2.             The Applicant’s Common Shares (the Common Shares) are listed and posted on the TSX Venture Exchange (the TSXV) under the symbol “CPS”; as of September 24, 2018, the authorized capital of the Applicant consisted of an unlimited number of Common Shares, of which 318,666,899 Common Shares were issued and outstanding.

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

4.             The Application for Continuance is being made in connection with the transfer of the Applicant’s registered and head office to Calgary, Alberta. The Application for Continuance has been proposed to facilitate the future business of the Applicant as its registered and head office will now be in Alberta and its operations will be primarily carried on in western Canada.

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 a reporting issuer under the Securities Act (Ontario) R.S.O. 1990, c. S.5, as amended (the Act), 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 (together with the BCSA, the Legislation) and will remain a reporting issuer in these jurisdictions following the Continuance.
7.             The Applicant is not in default under any provision of the OBCA, the Act or the Legislation, including the regulations made thereunder.

8.             The Applicant is not a party to any proceeding under the OBCA, the Act or the Legislation.

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

10.          The Commission is currently the principal regulator of the Applicant, however, the Applicant intends to have the Alberta Securities Commission become the principal regulator after the proposed Continance is completed.

11.          The Applicant’s head office is located at Suite 400, 522 11th Avenue S.W., Calgary, Alberta T2R 0C8.

12.          The Applicant’s management information circular dated September 24, 2018 (the Circular) in respect of the Applicant’s annual and special meeting of shareholders held on October 25, 2018 (the Meeting), described the proposed Continuance and disclosed the reasons for it and its implications.

13.          The Applicant’s shareholders authorized the Continuance at the Meeting by a special resolution that was approved by 100% of the votes cast; no shareholder exercised dissent rights pursuant to section 185 of the OBCA.

14.          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, Ontario this 21st day of December 2018.

“Deborah Leckman”
Commissioner

“Robert P Hutchison”
Commissioner