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Imperial Plastech Inc. - s. 4(b) of the Regulation
Headnote
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.
Business Corporations Act (British Columbia), S.B.C. 2002, c. 57, as am.
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
ONT. REG. 289/00, AS AMENDED
(THE REGULATION)
MADE UNDER
THE BUSINESS CORPORATIONS ACT,
R.S.O. 1990, c.B.16, AS AMENDED (THE OBCA)
AND
IN THE MATTER OF
IMPERIAL PLASTECH INC.
CONSENT
(Subsection 4(b) of the Regulation)
UPON the application of Imperial PlasTech Inc. (the Applicant) to the Ontario Securities Commission (the Commission) requesting consent (the Request) from the Commission for the Applicant to continue in another jurisdiction, as required by subsection 4(b) of the Regulation;
AND UPON considering the Request and the recommendation of the Staff of the Commission;
AND UPON the Applicant having represented to the Commission that:
1. The Applicant was incorporated under the OBCA on October 11, 1984. Its head office is located at Three Bentall Centre, Suite 3123, 595 Burrard Street, Vancouver, British Columbia, V7X 1J1.
2. The authorized share capital of the Applicant consists of an unlimited number of common shares without par value and an unlimited number of preference shares without par value. As at July 24, 2006, there were 115,001,396 common shares (the Shares) issued and outstanding and no preference shares were issued and outstanding.
3. All of the issued and outstanding Shares of the Applicant are listed for trading on the NEX board of the TSX Venture Exchange under the symbol "IPG.H".
4. The Applicant intends to apply (the Application for Continuance) to the Director under the OBCA for authorization to continue (the Continuance) under the Business Corporations Act (British Columbia) (BCBCA). Pursuant to subsection 4(b) of the Regulation, where a corporation is an offering corporation, its Application for Continuance must be accompanied by a consent from the Commission.
5. The Applicant is an offering corporation under the OBCA and is a reporting issuer under the Securities Act, R.S.O. 1990, c. S.5, as amended (the Act). The Applicant is also a reporting issuer or its equivalent under the securities legislation of the provinces of British Columbia and Alberta (the Legislation).
6. The Applicant intends to remain a reporting issuer under the Act and the Legislation after the Continuance.
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 Legislation of any other jurisdiction where it is a reporting issuer or its equivalent.
8. The Applicant is not a party to any proceeding or, to the best of its knowledge, information and belief, any pending proceeding under the Act.
9. The Applicant's shareholders authorized the continuance of the Applicant as a corporation under the BCBCA by special resolution at the annual and special meeting of shareholders held on July 12, 2006 (the Meeting). The special resolution authorizing the Continuance was approved at the Meeting by more than 99.99% of the votes cast.
10. The material rights, duties and obligations of a corporation governed by the BCBCA are substantially similar to those of a corporation governed by the OBCA. A summary of differences between the BCBCA and the OBCA was provided to shareholders in the Applicant's management information circular for its Meeting.
11. The name "Imperial PlasTech Inc." is not acceptable to the British Columbia Registrar of Companies and accordingly the Applicant must change its name at the time of continuance from the Province of Ontario to the Province of British Columbia.
12. The name "GPJ Ventures Ltd." is acceptable to the British Columbia Registrar of Companies and to the TSX Venture Exchange and was approved by the Applicant's shareholders at the Meeting.
13. The Continuance was proposed because the Applicant's head office and management are now located in British Columbia and it would be more expedient and cost effective to have the Applicant continue into the Province of British Columbia.
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 under the name "GPJ Ventures Ltd." as a corporation under the BCBCA.
DATED August 11th , 2006
"David L. Knight"
"Paul K. Bates"