Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the British Columbia Business Corporations Act.
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.
Regulation made under the Business Corporations Act, Ont. 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 TRIDENT GOLD CORP.
CONSENT (Subsection 4(b) of the Regulation)
UPON the application of Trident Gold Corp. (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting the consent of the Commission, as required under subsection 4(b) of the Regulation, for the Applicant to continue in another jurisdiction 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 (formerly, Andor Mining Inc.) was incorporated under the OBCA on January 4, 2011. The Applicant is the continuing company resulting from an amalgamation and reverse takeover involving the Applicant, the Applicant's wholly owned subsidiary, 2302557 Ontario Inc. and Trident Gold Corp. which was completed on February 13, 2013. The Applicant changed its name from "Andor Mining Inc". to "Trident Gold Corp." on February 13, 2013.
2. The Applicant's head office is located at 1600 -- 609 Granville Street, Pacific Centre, Vancouver, British Columbia, V7Y 1C3.
3. The Applicant is authorized to issue an unlimited number of common shares (the "Common Shares"), of which 33,595,183 were issued and outstanding at the close of business on April 3, 2017.
4. The Applicant's Common Shares are listed for trading on the NEX board of the TSX Venture Exchange under the symbol "TTG.H". The Applicant does not have any of its securities listed on any other stock exchange.
5. The Applicant intends to apply (the "Application for Continuance") to the Director of the OBCA for authorization to continue under the Business Corporations Act (British Columbia), S.B.C. 2002, c. 57 (the "BCABC") pursuant to section 181 of the OBCA (the "Continuance").
6. Pursuant to subsection 4(b) of the Regulation 289/00 under the OBCA, where an applicant corporation is an "offering corporation" (as defined in the OBCA), the Application for Continuance must be accompanied by a consent from the Commission.
7. The Applicant is an offering corporation under the OBCA and is a reporting issuer under the Securities Act (Ontario) (the "Act") and the securities legislation of British Columbia and Alberta.
8. The Applicant is not in default under any provision of the OBCA, the Act or the securities legislation of British Columbia or Alberta.
9. The Applicant is not a party to any proceeding or, to the best of its knowledge, information and belief, pending proceeding under the OBCA, the Act or the securities legislation of British Columbia or Alberta.
10. The principal regulator of the Applicant is currently the Ontario Securities Commission. Following the completion of the Continuance, the Applicant's principal regulator will be the British Columbia Securities Commission.
11. An annual and special meeting of the shareholders of the Applicant was held on March 22, 2017 (the "Meeting") to consider a special resolution in connection with the Continuance (the "Continuance Resolution"). 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 and was approved by 83.13% of the shareholders present in person or by proxy at the Meeting. None of the Applicant's shareholders exercised their dissent rights.
12. The management information circular of the Applicant dated February 8, 2017 (the "Circular"), was provided to all shareholders of the Applicant in connection with the Meeting and advised its shareholders of their dissent rights in connection with the Continuance Resolution pursuant to section 185 of the OBCA, and included a summary comparison of the differences between the OBCA and the BCABC. The proposed articles of the continued corporation was also provided to the Applicant's shareholders in the Circular. The Circular was mailed to shareholders of record on March 1, 2017 and was filed on SEDAR on February 23, 2017.
13. The Continuance was proposed in connection with, among other things: (i) the consolidation of the Common Shares of the Applicant on the basis of four and three-quarters (4.75) old shares for every one (1) new share (the "Consolidation"); and (ii) the name change of the Applicant from "Trident Gold Corp." to "Sebastiani Ventures Corp." (the "Name Change").
14. The Continuance is required in order to give effect to the Consolidation and Name Change.
15. The Continuance is being proposed because the Applicant recently elected new directors and officers, all of whom are residents of British Columbia. The Applicant's head office has also been relocated to British Columbia.
16. Following the completion of the Continuation, the Applicant's registered office, which is currently located in Ontario, will be relocated to British Columbia. The Applicant will remain as a reporting issuer in the provinces of Ontario, British Columbia and Alberta.
17. The material rights, duties and obligations of a corporation governed by the BCABC are substantially similar to those 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 BCABC.
DATED at Toronto, Ontario this 18th day of April, 2017.
"Garnet W. Fenn"
Ontario Securities Commission
Ontario Securities Commission