Active Growth Capital 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 (Canada).

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

THE REGULATIONS MADE UNDER

THE BUSINESS CORPORATIONS ACT (ONTARIO),

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

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

(the "Regulation")

AND

IN THE MATTER OF

ACTIVE GROWTH CAPITAL INC.

CONSENT

(Subsection 4(b) of the Regulation)

UPON, the application of Active Growth Capital Inc, (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting the consent of the Commission 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 is a corporation existing under the OBCA by virtue of its Certificate of Incorporation dated July 19, 2007, and its Articles of Amendment dated October 26, 2007.

2. The Applicant's registered office is located at 3621, Highway 7 East, Suite 306, Makham, Ontario L3R 0G6.

3. The authorized capital of the Applicant consists of an unlimited number of common shares, of which 15,066,689 were outstanding as at July 4, 2012;

4. The Applicant's issued and outstanding common shares are listed for trading on the TSX Venture Exchange under the symbol ACK;

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

6. The Applicant proposes to make an application (the "Application for Continuance") to the Director under the OBCA pursuant to section 181 of the OBCA for authorization to continue under the Canada Business Corporations Act, R.S.C. 1985, c. C-44 (the "CBCA");

7. The Applicant is a reporting issuer within the meaning of the Securities Act (Ontario) (the "Act"). In addition, the Applicant is a reporting issuer or the equivalent in British Columbia and Alberta.

8. The Applicant is not in default of any requirements of the Act or regulations or rules promulgated thereunder, and the Applicant is not in default of any of its obligations as a reporting issuer under the legislation of any other jurisdiction;

9. The Applicant is an offering corporation under the provisions of the OBCA and the Applicant is not in default of any of the provisions, rules or regulations of the OBCA.

10. Pursuant to clause 4(b) of the Regulation, where the corporation is an offering corporation, as defined in the OBCA, the Application for Continuance must be accompanied by the consent of the Commission;

11. The Applicant is not a party to any proceedings or to the best of its knowledge, information of belief, any pending proceeding under the Act, the OBCA or the Legislation;

12. The Applicant currently intends to continue to be a reporting issuer in each of Ontario, British Columbia and Alberta following the proposed Continuance;

13. The Applicant's continuance under the provisions of the CBCA was approved at an annual and special meeting of shareholders by 99.79% of the vote on July 4, 2012;

14. The management information circular dated June 5, 2012 (the "Information Circular") provided to all Shareholders in connection with the Meeting included full disclosure of the reasons for, and the implications of, the proposed Continuance, a summary of the material differences between the OBCA and the CBCA and advised the Shareholders of their dissent rights in connection with the application for continuance pursuant to section 185 of the OBCA.

15. Pursuant to section 185 of the OBCA, all Shareholders of record as of the record date for the Meeting were entitled to exercise dissent rights with respect to the Application for Continuance. The management information circular provided to the shareholders in connection with the Meeting advised the Shareholders of their dissent rights under the OBCA.

16. The continuance is proposed to be made in order for the Applicant to conduct its business and affairs in accordance with the provisions of the CBCA;

17. The material rights, duties and obligations of a corporation existing under the CBCA 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 prejudicial to the public interest;

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

DATED this 25th day of July 2012.