Securities Law & Instruments

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., 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

CANDAX ENERGY INC.

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of Candax Energy Inc. (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting the consent of the Commission, pursuant to subsection 4(b) of the Regulation, for the Applicant to continue into the Province of British Columbia (the "Continuance") pursuant to Section 181 of the OBCA;

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 as Addax Energy Inc. under the laws of Ontario pursuant to Articles of Incorporation adopted on June 4, 2004. The Applicant's named was changed to Candax Energy Inc. pursuant to Articles of Amendment adopted on June 25, 2004.

2. The Applicant's registered and head office is located at 2700 -- 130 Adelaide Street West, Toronto, Ontario M5H 3P5.

3. The Applicant intends to apply to the Director under the OBCA pursuant to Section 181 of the OBCA for authorization to continue into the Province of British Columbia under the Business Corporations Act (British Columbia), S.B.C. 2002, c. 57 (the "BCBCA").

4. Pursuant to the subsection 4(b) of the Regulation, an application for continuance under Section 181 of the OBCA must, in the case of an "offering corporation" (as that term is defined in the OBCA), 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 (Ontario) R.S.O. 1990, c. S.5, as amended (the "Act"), and the securities legislation of each of British Columbia, Alberta and New Brunswick.

6. The authorized capital of the Applicant consists of an unlimited number of common shares ("Common Shares"), of which 853,565,877 were issued and outstanding as of February 4, 2011. All of the issued and outstanding Common Shares of the Applicant are listed for trading on the Toronto Stock Exchange under the symbol "CAX".

7. The Applicant is not in default under any provision of the OBCA and the Act, or any of the regulations or rules made thereunder, and is not in default under the securities legislation of any other jurisdiction in which it is a reporting issuer.

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

9. A summary of the material provisions respecting the proposed Continuance was provided to the shareholders of the Applicant in the management information circular of the Applicant dated May 14, 2010 (the "Circular") in respect of the Applicant's annual and special meeting held on June 22, 2010 (the "Meeting"). The Circular was mailed to shareholders of record at the close of business on May 10, 2010 and was filed on SEDAR on May 20, 2010.

10. In accordance with the OBCA and the Act and the Applicant's constating documents, the special resolution of shareholders to be obtained at the Meeting in connection with the proposed Continuance (the "Continuance Resolution") required the approval of not less than two-thirds of the aggregate votes cast by the shareholders present in person or by proxy at the Meeting. Each shareholder was entitled to one vote for each Common Share held.

11. The Continuance Resolution was approved at the Meeting by 98% of the votes cast by shareholders of the Applicant in respect of the Continuance Resolution.

12. The Applicant's shareholders had the right to dissent with respect to the proposed Continuance pursuant to Section 185 of the OBCA, and the Circular disclosed full particulars of this right in accordance with the applicable law. No shareholders elected to exercise their dissent rights.

13. The Applicant believes that certain aspects of the BCBCA will better facilitate the Applicant's business and affairs than the OBCA. In particular, the BCBCA will offer the Applicant greater flexibility with respect to the recruitment of non-resident directors.

14. Following the Continuance:

(a) the Applicant will continue to remain a reporting issuer in Ontario and in each of the other jurisdictions where it is currently reporting issuer; and

(b) the Applicant's registered office will be located in Vancouver, British Columbia.

15. 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.

AND UPON the Commission being satisfied that to do so would not be eprejudicial to the public interest;

THE COMMISSION HEREBY CONSENTS to the continuance of the Applicant as a corporation under the BCBCA.

DATED at Toronto, Ontario this 24th day of June, 2011.

"Vern Krishna"
Commissioner
Ontario Securities Commission
 
"James D. Carnwath"
Commissioner
Ontario Securities Commission