Bayview Public Ventures Inc. - s. 4(b) of the Regulation

Consent

Headnote

Consent given to an offering corporation under the Business Corporations Act(Ontario) to continue under the Delaware General Corporation Law.

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

R.R.O. 1990, REGULATION 289/00,

AS AMENDED (the "Regulation")

MADE UNDER THE

BUSINESS CORPORATIONS ACT (ONTARIO),

R.S.O. 1990, c.B.16, AS AMENDED (the "OBCA")

AND

IN THE MATTER OF

BAYVIEW PUBLIC VENTURES INC.

 

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of Bayview Public Ventures Inc. (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting the consent of the Commission for the Applicant to continue into 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 was incorporated under the OBCA on December 21, 2005 and its registered and head office is located at 20 Holly Street, Suite 300, Toronto, Ontario, M4S 3B1. On February 1, 2007, the Applicant filed articles of amendment removing the restrictions on the transfer of its common shares.

2. The Applicant has an authorized share capital consisting of an unlimited number of common shares, of which 7,140,000 common shares were issued and outstanding as at August 6, 2008.

3. The Applicant is a capital pool company in accordance with the policies of the TSX Venture Exchange (the "Exchange"). The Applicant's outstanding common shares are listed and posted for trading on the Exchange under the symbol "BPV.P".

4. At the request of the Applicant, trading of the outstanding common shares of the Applicant was halted on July 3, 2008 pending the announcement and completion of a qualifying transaction by the Applicant pursuant to the policies of the Exchange.

5. The Applicant intends to apply (the "Application for Continuance") to the Director under the OBCA for authorization to continue under the General Corporation Law of the State of Delaware ("DGCL") pursuant to section 181 of the OBCA (the "Continuance"). 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.

6. 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 (together, the "Legislation").

7. The Applicant intends to remain a reporting issuer under the Act and the Legislation after the Continuance.

8. 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 jurisdiction where it is a reporting issuer or its equivalent.

9. The Applicant is not in default of any of the rules, regulations or policies of the Exchange.

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

11. The holders of common shares of the Applicant (the "Shareholders") authorized the Continuance of the Applicant at a special meeting of Shareholders held on September 5, 2008 (the "Meeting"). The special resolution authorizing the Continuance was approved at the Meeting by 98.11% of the votes cast.

12. The management information circular of the Applicant dated August 6, 2008, provided to all the Shareholders in connection with the Meeting, included a summary of the differences between the DGCL and the OBCA and advised Shareholders of their dissent rights in connection with the Continuance pursuant to Section 185 of the OBCA.

13. The material rights, duties and obligations of a corporation governed by the DCGL are substantially similar to those of a corporation governed by the OBCA.

14. Following the Continuance, the Applicant will incorporate a wholly-owned subsidiary ("Newco") under the laws of the State of Delaware. The Applicant, Catch the Wind, Inc. ("CTW") and Newco will engage in a "three cornered" amalgamation whereby CTW and Newco will amalgamate to form a new corporation ("Amalco") which will be wholly-owned by the Applicant. The amalgamation will be completed under the laws of the State of Delaware and will constitute the qualifying transaction for the Applicant in accordance with the policies of the Exchange. In connection with the amalgamation, the Applicant intends to change its name to "Catch the Wind Ltd."

15. The Continuance is proposed to be made because the Applicant believes it to be in its best interest to continue as a corporation and conduct its affairs in accordance with the laws of the State of Delaware in order to effect the amalgamation.

16. As neither the Applicant nor Amalco intends to maintain a corporate office in Canada subsequent to the Continuance, the Applicant has provided an undertaking in the form of Appendix "A" hereto (the "Undertaking") to the Commission that it will complete and file an "Issuer Form of Submission to Jurisdiction and Appointment of Agent for Service of Process" substantially in the form of Schedule "A" thereto (the "Submission to Jurisdiction Form") with the Commission through the System for Electronic Document Analysis and Retrieval (SEDAR) promptly following the effective date of the Continuance. The Undertaking also provides that the Applicant will maintain and update the information contained in the Submission to Jurisdiction Form, or furnish a new Submission to Jurisdiction Form, in accordance with the provisions contained therein.

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 DCGL.

DATED September 9, 2008.

"Wendell S. Wigle"
Commissioner
Ontario Securities Commission
 
"Paulette L. Kennedy"
Commissioner
Ontario Securities Commission

 

APPENDIX "A"

UNDERTAKING

To:
Ontario Securities Commission (the "Commission")
 
RE:
Bayview Public Ventures Inc. (the "Applicant") - Application dated August 25, 2008 for a Consent to continue to Delaware (the "Continuance") pursuant to clause 4(b) of Ontario Regulation 289/00 made under the Business Corporations Act, R.S.O. 1990, c. B.16

The Applicant hereby undertakes that it will complete and file an "Issuer Form of Submission to Jurisdiction and Appointment of Agent for Service of Process" in the form of Schedule "A" hereto (the "Submission to Jurisdiction Form") with the Commission through the System for Electronic Document Analysis and Retrieval (SEDAR) promptly following the effective date of the Continuance.

The Applicant hereby further undertakes that it will maintain and update the information contained in the Submission to Jurisdiction Form, or furnish a new Submission to Jurisdiction Form, in accordance with the provisions contained therein.

Dated:
_________________________
 
Bayview Public Ventures Inc.
Name:
_________________________
Title:
_________________________

 

SCHEDULE "A"

ISSUER FORM OF SUBMISSION TO

JURISDICTION AND APPOINTMENT OF

AGENT FOR SERVICE OF PROCESS

Name of issuer (the "Issuer"):

_________________________

Jurisdiction of incorporation, or equivalent, of Issuer:

_________________________

Address of principal place of business of Issuer:

_________________________

Description of securities (the "Securities"):

_________________________

Name of agent for service of process (the "Agent"):

_________________________

Address for service of process of Agent in Canada (which address may be anywhere in Canada):

_________________________

The Issuer designates and appoints the Agent at the address of the Agent stated above as its agent upon whom may be served with a notice, pleading, subpoena, summons or other process in an action, investigation or administrative, criminal, quasi-criminal, penal or other proceeding (the "Proceeding") arising out of, relating to or concerning the obligations of the Issuer as a reporting issuer and irrevocably waives any right to raise as a defence in any such Proceedings an alleged lack of jurisdiction to bring such Proceedings.

The Issuer irrevocably and unconditionally submits to the non-exclusive jurisdiction of:

the judicial, quasi-judicial and administrative tribunals of each of the provinces and territories of Canada in which the Securities of the Issuer have been distributed; and

any administrative proceeding in any such province or territory,

in any Proceedings arising out of or related to or concerning the obligations of the Issuer as a reporting issuer.

Until six years after it has ceased to be a reporting issuer in any Canadian province or territory, the Issuer shall file a new Submission to Jurisdiction and Appointment of Agent for Service of Process substantially in this form or as otherwise prescribed by securities law at least 30 days before termination, for any reason, of this Submission to Jurisdiction and Appointment of Agent for Service of Process.

Until six years after it has ceased to be a reporting issuer in any Canadian province or territory, the Issuer shall file an amended Submission to Jurisdiction and Appointment of Agent for Service of Process at least 30 days before a change in the name or address of the Agent.

This Submission to Jurisdiction and Appointment of Agent for Service of Process shall be governed by and construed in accordance with the laws of the Province of Ontario.

Dated: _________________________
 
Signature of Signing Officer of Issuer
 
_________________________
Print name and title of person signing

AGENT

The undersigned accepts the appointment as agent for service of process of [insert name of Issuer] under the terms and conditions of the preceding Submission to Jurisdiction and Appointment of Agent for Service of Process.

Dated: _________________________
 
_________________________
Signature of Agent

Print name of person signing and, if Agent is not an individual, the title of the person