Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the laws of British Columbia
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.
Regulation made under the Business Corporations Act, O. Reg. 289/00, as am., s. 4(b).
IN THE MATTER OF
THE REGULATION MADE UNDER
THE BUSINESS CORPORATIONS ACT
(ONTARIO), R.S.O. 1990, c. B-16, AS AMENDED
(the "OBCA"), R.R.O. 1990, REGULATION 289/00
IN THE MATTER OF
T S TELECOM LTD.
(Subsection 4(b) of the Regulation)
UPON the application of T S Telecom Ltd. (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting a consent from the Commission to continue in another jurisdiction 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 Applicant having represented to the Commission that:
1. The Applicant is a corporation originally incorporated under the British Columbia Business Corporations Act on May 7, 1984 and continued under the provisions of the OBCA on January 22, 1996. The registered office of the Applicant is located at 180 Amber Street, Markham, ON, L3R 3J8;
2. The Applicant is proposing to submit an application to the Director under the OBCA for authorization to continue in another jurisdiction pursuant to section 181 of the OBCA (the "Application for Continuance");
3. Pursuant to subsection 4(b) of the Regulation, where an applicant corporation is an offering corporation, the Application for Continuance must be accompanied by a consent from the Commission;
4. The Applicant is an offering corporation under the OBCA and is a reporting issuer under the Securities Act (Ontario) (the "Securities Act"). The Applicant is a reporting issuer in Alberta and British Columbia. The securities of the Applicant are listed and posted under the symbol "TOM.H" on the NEX board of the TSX Venture Exchange and are not listed or quoted on any other market or exchange in Canada or elsewhere;
5. The Applicant is authorized to issue an unlimited number of common shares, where each common share provides the holder with one vote. There are currently 21,990,005 common shares issued and outstanding;
6. The Applicant intends to remain a reporting issuer in Ontario;
7. The Applicant is not in default of any of the provisions of the Securities Act or the rules and regulations thereto;
8. The Applicant is not a party to any proceeding or to the best of its knowledge, information and belief, pending proceeding under the OBCA or under the Securities Act;
9. The Applicant's shareholders authorized the continuance of the Applicant as a corporation under the Business Corporations Act (British Columbia) (the "BC Act") by special resolution at a shareholders meeting held on November 17th, 2008. Shareholders holding 7,475,050 voted at the meeting with 7,441,050 votes cast in favour and 34,000 votes cast against either in person or by proxy representing approval of 99.5% of votes cast;
10. Pursuant to section 185 of the OBCA, all shareholders of record as of the record date for the meeting are entitled to dissent rights with respect to the application for continuance. The management information circular dated October 21, 2008 provided to shareholders in connection with the meeting, advised shareholders of the Applicant of their dissent rights;
11. The continuance under the BC Act has been proposed because most of the Applicant's business will be carried on in British Columbia ("BC"), and a large proportion of the shareholders live in BC. The Applicant now desires to be domiciled in a jurisdiction more relevant and appropriate to the Applicant's business and its shareholders; and
12. The Applicant's material rights, duties and obligations under the BC Act will be substantially similar to those under the OBCA.
THE COMMISSION HEREBY CONSENTS to the continuance of the Applicant as a corporation under the BC Act.
DATED at Toronto, Ontario this 13th day of February, 2009.