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Chrysalis Capital II Corporation - s. 4(b) of the Regulation
Headnote
Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the Canada Business Corporations Act
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.
Regulation Cited
Regulation made under the Business Corporations Act, Ont. Reg. 289/00, as am., s. 4(b).
IN THE MATTER OF
ONT. REG. 289/00, AS AM.,
(THE REGULATION) MADE UNDER
THE BUSINESS CORPORATIONS ACT,
R.S.O. 1990, c.B.16, AS AM. (THE OBCA)
AND
IN THE MATTER OF
CHRYSALIS CAPITAL II CORPORATION
CONSENT
(Subsection 4(b) of the Regulation)
UPON the application (the Application) of Chrysalis Capital II Corporation (the Applicant) to the Ontario Securities Commission (the Commission) requesting a consent from the Commission for the Applicant to continue in another jurisdiction, as required by 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 intends to apply (the Application for Continuance) to the Director under the OBCA for authorization to continue under the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended (the CBCA).
2. Pursuant to subsection 4(b) of the Regulation, where the corporation is an offering corporation, the Application for Continuance must be accompanied by a consent from the Commission.
3. The Applicant was incorporated under the OBCA on June 18, 2004 and its head office is located at 267 Richmond Street West, Toronto, Ontario M5V 3M6.
4. The Applicant is an offering corporation under the OBCA and is and intends to remain a reporting issuer under the Securities Act (Ontario) (the Act) and in the provinces of British Columbia and Alberta.
5. The Applicant's authorized share capital consists of an unlimited number of common shares, of which 2,916,667 were outstanding as at July 17, 2006, an unlimited number of preferred shares issuable in series, of which none were outstanding as at July 17, 2006 and an unlimited number of series I preferred shares, of which none were outstanding as at July 17, 2006.
6. The Applicant's issued and outstanding common shares are listed for trading on The TSX Venture Exchange under the symbol "CHC.P".
7. The Applicant is not in default of any of the provisions of the Act or the regulations or rules made thereunder and is not in default under the securities legislation of any other province of Canada.
8. The Applicant is not a party to any proceeding or, to the best of its knowledge, information and belief, pending proceeding under the Act.
9. A summary of the material provisions of the proposed Articles of the continued corporation was provided to shareholders in the Applicant's management information circular (the Circular) for its July 14, 2006 annual and special meeting (the Meeting). The Circular also advised registered shareholders of their dissent rights in connection with the continuance as a corporation under the CBCA pursuant to section 185 of the OBCA.
10. At the Meeting, shareholders of the Applicant approved the continuance of the Applicant under the CBCA by 100% of the votes cast.
11. 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.
12. The OBCA provides that a majority of the directors of a corporation must be resident Canadians, subject to certain exceptions. One of the principal reasons for the said proposed continuance is that the Applicant's management believes that the interests of the Applicant will be better served under the CBCA by providing the Applicant with greater flexibility in attracting experienced directors of any nationality to serve the Applicant.
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.
July 18th , 2006.
"Robert L. Shirriff"
"Suresh Thakrar"