Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the Canada Business Corporations Act.
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, Ont. Reg. 289/00, as am., s. 4(b).
IN THE MATTER OF
R.R.O. 1990, REGULATION 289/00
MADE UNDER THE
BUSINESS CORPORATIONS ACT (ONTARIO)
R.S.O. 1990 C.B.16, AS AMENDED
IN THE MATTER OF
LUXELL TECHNOLOGIES INC.
(Subsection 4(b) of the Regulation)
UPON the application (the "Application") of Luxell Technologies Inc. (the "Corporation") to the Ontario Securities Commission (the "Commission") requesting a consent from the Commission for the Corporation to continue in another jurisdiction pursuant to subsection 4(b) of the Regulation;
AND UPON considering the Application and recommendation of the staff the of the Commission;
AND UPON the Corporation having represented to the Commission that:
1. The Corporation was formed under the OBCA by a certificate of amalgamation on December 1, 1994 under the name Luxell Technologies Inc.
2. The Corporation's registered and head office is 2145 Meadowpine Boulevard, Mississauga, Ontario, L5N 6R8. Following completion of the Continuance (as defined in paragraph 12 below), the registered office of the Corporation will be located at 2145 Meadowpine Boulevard, Mississauga, Ontario, L5N 6R8.
3. The Corporation intends 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 Canada Business Corporations Act (the "CBCA").
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 Corporation is an offering corporation under the OBCA.
6. The Corporation is authorized to issue an unlimited number of common shares, where each common share provides the holder with one vote. There were 135,043,525 common shares issued and outstanding as of April 17, 2009.
7. All of the issued and outstanding common shares of the Corporation (the "Common Shares") are represented by income participating securities of the Corporation which are listed and posted for trading on the Toronto Stock Exchange (the "TSX") under the symbol "LUX".
8. The Corporation is not in default of any of the rules, regulations or policies of the TSX.
9. The Corporation is a reporting issuer under the Securities Act (Ontario) (the "Act") and the securities legislation of each of British Columbia, Alberta, Manitoba and Quebec that have a reporting issuer concept (collectively, the "Legislation").
10. The Corporation is not in default of any of the provisions of the Act or the rules or regulations made thereunder and is not in default under the Legislation.
11. The Corporation is not a party to any proceeding or, to the best of its knowledge, information and belief, any pending proceeding under the OBCA, the Act or the Legislation.
12. The Corporation's shareholders authorized the continuance of the Corporation from the OBCA to the CBCA (the "Continuance") by special resolution at a special meeting of shareholders held on April 20, 2009 (the "Meeting"). Shareholders holding 106,202,855 Common Shares voted at the Meeting with 105,971,604 votes cast in favour and 73,800 votes cast against either in person or by proxy representing approval of 99.78% of votes cast.
13. The Management Information Circular of the Corporation dated March 20, 2009 (the "Information Circular") describing the Continuance was mailed to the shareholders and was filed on the System for Electronic Document Analysis and Retrieval ("SEDAR") on March 30, 2009.
14. Full disclosure of the reasons for and implications of the Continuance is included in the Information Circular.
15. The Continuance is being made in connection with the amalgamation of the Corporation with Lux Acquisition Corporation, which is governed by the provisions of the CBCA, all as more particularly described in the Information Circular.
16. Pursuant to Section 185 of the OBCA, all shareholders of record as of the record date for the Meeting are entitled to dissent rights in connection with the Continuance. The Information Circular of the Corporation dated March 20, 2009, which was provided to all shareholders of the Corporation in connection with the Meeting, advised the shareholders of their dissent rights and included a summary comparison of the differences between the OBCA and the CBCA.
17. The Corporation's material rights, duties and obligations under the CBCA will be substantially similar to those under the OBCA.
AND UPON the Commission being satisfied that to do so is not prejudicial to the public interest;
THE COMMISSION HEREBY CONSENTS to the continuance of the Corporation under the CBCA.
DATED at Toronto, Ontario this 21st day of April, 2009.