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 FAMILY MEMORIALS INC.

CONSENT (Subsection 4(b) of the Regulation)

UPON the application of Family Memorials Inc. (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting the consent from 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 recommendation of the staff of the Commission;

AND UPON the Applicant having represented to the Commission that:

1. The Applicant is a corporation incorporated under the OBCA by articles of incorporation effective February 26, 2002.

2. The Applicant's registered and head office located at 1126 Roland St., Thunder Bay, Ontario, P7B 5M4.

3. The authorized capital of the Applicant consists of an unlimited number of common shares ("Common Shares"), of which 39,723,603 Common Shares are issued and outstanding as of December 5, 2014. The Common Shares of the Applicant are listed for trading on the TSX Venture Exchange (the "TSXV") under the symbol "FAM". The Applicant does not have any securities listed on any other exchange, except for the TSXV.

4. The Applicant intends to apply to the Director under the OBCA pursuant to Section 181 of the OBCA (the "Application for Continuance") 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") under its name Family Memorials Inc. The Applicant has a name reservation granted by the Registrar of Companies, British Columbia in the name FAMILY MEMORIALS INC., under name reservation number NR 2308308. The Applicant does not intend to change its name in connection with the Continuance.

5. Pursuant to subsection 4(b) of the Regulation, the Application for Continuance must, in the case of an "offering corporation" (as the term is defined in the OBCA), be accompanied by the consent from the Commission.

6. 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 is also a reporting issuer under the securities legislation of British Columbia, Alberta, Saskatchewan, Manitoba and New Brunswick. The Applicant is not a reporting issuer or equivalent in any other jurisdiction. The Ontario Securities Commission is currently the Applicant's principal regulator.

7. The general nature of the Applicant's business is that it is a monument company, carrying on the retail business of selling granite monuments for placement on individual cemetery lots. It currently carries on business on its own as well as through its wholly-owned subsidiaries. In addition, the Applicant retails monuments through independently owned funeral homes with its web-based sales software imonument.

8. The Applicant has six wholly-owned subsidiaries, Grajack Industries Ltd., Somerville Memorials Ld., R.H. Verduyn Granite Company Ltd., Barber Monuments Limited, Stratford Memorials Ltd. and Remco Memorials Ltd.

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

10. The Applicant is not a party to any proceeding, or to the best of its information, knowledge or belief, any pending proceeding under the OBCA and the Act or under the securities legislation of any other jurisdiction where it is a reporting issuer.

11. A summary of the material provisions respecting the proposed Continuance was provided to the Applicant's shareholders in the management information circular of the Applicant dated November 5, 2014 (the "Circular") in respect of the Applicant's special meeting of shareholders held on December 5, 2014 (the "Meeting"). The Circular was mailed to shareholders of record at the close of business on November 13, 2014 and was filed on SEDAR on November 13, 2014.

12. 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") requires the approval of a minimum majority of 66 ?% of the aggregate votes cast by shareholders present in person or by proxy at the Meeting. Each shareholder is entitled to one vote for each Common Share held.

13. 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 applicable law.

14. The Continuance Resolution was approved at the Meeting by 99.26% of the votes cast by the shareholders of the Applicant in respect of the Continuance Resolution. None of the shareholders of the Applicant exercised dissent rights pursuant to section 185 of the OBCA.

15. The Applicant believes that the BCBCA will provide the Applicant with greater flexibility than the OBCA in paying dividends and amalgamating with other companies including with its subsidiaries.

16. Following the Continuance:

a. the Applicant intends to remain a reporting issuer in Ontario and in each of the other jurisdictions where it is currently a reporting issuer;

b. the Applicant's registered office will be located at 304 -- 1200 Lonsdale Avenue, North Vancouver, British Columbia, V7M 3H6;

c. the Applicant's head office will remain to be located at 1126 Roland St., Thunder Bay, Ontario, P7B 5M4;

d. the Ontario Securities Commission will remain as the Applicant's principal regulator; and

e. the Applicant and its wholly-owned subsidiary, Remco Memorials Ltd., propose to amalgamate under the BCBCA.

17. 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 prejudicial to the public interest;

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

DATED at Toronto, this 12th day of December, 2014.

"Deborah Leckman"
Ontario Securities Commission
 
"Edward P. Kerwin"
Ontario Securities Commission