Securities Law & Instruments

Headnote

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

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

THE REGULATIONS MADE UNDER

THE BUSINESS CORPORATIONS ACT

R.S.O. 1990, c. B.16, AS AMENDED

(the OBCA)

AND ONT. REG. 289/00, AS AMENDED

(the Regulation)

AND

IN THE MATTER OF

POPLAR POINT ENERGY INC.

 

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of Poplar Point Energy Inc. (the Filer) to the Ontario Securities Commission (the Commission) requesting the consent of the Commission to continue into another jurisdiction (the Continuance) pursuant to subsection 4(b) of the Regulation;

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

AND UPON the Filer having represented to the Commission that:

1. The Filer was incorporated under the provisions of the OBCA on April 18, 1997 under the name Poplar Point Explorations Inc. On October 7, 1998 the Filer's Articles were amended to remove the restrictions on share transfers, remove the limitation on the number of shareholders of the Filer, and to remove the restriction prohibiting the Filer from making any invitation to the public to subscribe for securities in the capital of the Filer. On June 16, 2000, the Filer further amended its articles by subdividing its issued and outstanding common shares on the basis of 15.8883 common shares for each common share held. The Filer then filed articles of amendment on June 7, 2006 to change its name from Poplar Point Explorations Inc. to its current name of Poplar Point Energy Inc.

2. The Filer's registered office is located at 95 -- 1200 Wellington Street West, Toronto Dominion Centre, Toronto, Ontario M5J 2Z9 and its head office is Suite 200 Fording Place, 205 - 9th Ave SE, Calgary, Alberta T2G 0R3. Following completion of the Proposed Continuance (as defined in paragraph 11, below), the registered office of the Filer will be located at Suite 1250, 639 -- 5th Ave. SW, Calgary, Alberta T2P 0M9.

3. The Filer 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 corporation under the Business Corporations Act (Alberta), R.S.A 2000, c. B-9 (the ABCA).

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

5. The Filer is an offering corporation under the OBCA and is a reporting issuer under the Securities Act (Ontario) R.S.O. 1990, c. S.5, as amended (the Act).

6. No securities of the Filer are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operations.

8. The Filer will remain a reporting issuer in Ontario. The Filer is not a reporting issuer in any other jurisdiction in Canada.

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

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

11. On June 7, 2006, the Filer completed a business combination with Teracin Energy Ltd. (Teracin), a private oil and gas exploration company based in the province of Alberta, whereby the Filer issued 28,000,000 common shares in exchange for all of the issued and outstanding shares of Teracin. Prior to the business combination, the Filer had no active business. All of the management and directors of the Filer were, following the business combination, replaced with the officers and directors of Teracin.

11. All of the officers and employees of the Filer are now located in Alberta along with its solicitors, accountants, head office and transfer agents. All of the assets of the Filer are also located in Alberta. The Filer has no assets or business in Ontario.

12. The annual and special meeting (the Meeting) of the holders of common shares of the Filer (the Shareholders) called to, among other things, consider the proposed continuance of the Filer from the OBCA to the ABCA (the Proposed Continuance) was held November 26, 2008.

13. The management information circular describing the Proposed Continuance (the Information Circular), dated October 27, 2008, was mailed to the shareholders of record as at the close of business on October 27, 2008 and was filed on the System for Electronic Document Analysis and Retrieval on November 5, 2008.

14. Full disclosure of the reasons for and implications of the Proposed Continuance was included in the Information Circular.

15. The OBCA provides that the resolution of the Shareholders concerning the Continuance requires the approval of not less than two-thirds of the aggregate votes cast by the Shareholders present in person or by proxy at the Meeting. Each Shareholder is entitled to one vote for each Common Share held. The special resolution authorizing the Continuance was approved at the Meeting by 100% of the votes cast by the Shareholders.

16. The Shareholders had the right to dissent with respect to the Proposed Continuance under Section 185 of the OBCA, and the Information Circular disclosed full particulars of this right in accordance with applicable law. No Shareholders elected to dissent.

17. The material rights, duties and obligations of a corporation governed by the ABCA 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 Filer as a corporation under the ABCA.

DATED March 27th, 2009.

"David L. Knight"

"Margot C. Howard"