Speakeasy Cannabis Club Ltd. – s. 4(b) of Ont. Reg.289/00 under the OBCA

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

Ont. Reg. 289/00, as am., s. 4(b), made under the Business Corporations Act, R.S.O. 1990, c. B.16, as am.

IN THE MATTER OF
R.R.O. 1990, REGULATION 289/00, AS AMENDED
(the Regulation) UNDER
THE BUSINESS CORPORATIONS ACT (ONTARIO),
R.S.O. 1990 c. B.16, AS AMENDED
(the OBCA)

AND

IN THE MATTER OF
SPEAKEASY CANNABIS CLUB LTD.

CONSENT
(Subsection 4(b) of the Regulation)

                UPON the application of Speakeasy Cannabis Club Ltd. (the Applicant) to the Ontario Securities Commission (the Commission) requesting the Commission’s consent to the Applicant continuing in another jurisdiction pursuant to section 181 of the OBCA (the Continuance);

                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 an offering corporation under the OBCA.

2.             The Applicant’s authorized share capital consists of an unlimited number of common shares, of which 52,459,312 were issued and outstanding as of September 11, 2018. The Applicant’s common shares are listed for trading on the Canadian Securities Exchange (the CSE) under the symbol “EASY” and on the Frankfurt Stock Exchange (together with the CSE, the Exchanges) under the symbol “39H”.

3.             The Applicant intends to apply to the Director pursuant to section 181 of the OBCA (the Application for Continuance) for authorization to continue as a corporation under the Business Corporations Act (British Columbia), S.B.C. 2002, c. 57 (the BCBCA).

4.             The principal reason for the Continuance is that the Applicant’s head office and principal place of business are located, and all members of the Applicant’s management reside, in British Columbia.

5.             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.

6.             The Applicant is a reporting issuer under the Securities Act, R.S.O. 1990, c. S.5, as amended (the Act) and the securities legislation of British Columbia and Alberta (the Legislation). The Applicant intends to remain a reporting issuer in Ontario, British Columbia and Alberta following the Continuance.

7.             The British Columbia Securities Commission is the Applicant’s principal regulator.

8.             The Applicant is not in default under any provision of the OBCA, the Act or the Legislation, including the regulations made thereunder.

9.             The Applicant is not subject to any proceeding under the OBCA, the Act, or the Legislation.

10.          The Applicant is not in default of any provision of the rules, regulations or policies of the Exchanges.

11.          The Applicant’s management information circular dated May 15, 2018 for its annual general and special meeting of holders of the Applicant’s common shares (the Shareholders), held on June 19, 2018 (the Shareholders' Meeting), described the proposed Continuance and disclosed the reasons for it and its implications. It also disclosed full particulars of the dissent rights of the Shareholders under section 185 of the OBCA.

12.          The Shareholders approved the proposed Continuance at the Shareholders’ Meeting by a special resolution that was approved by 99.99 % of the votes cast; no Shareholders exercised dissent rights pursuant to section 185 of the OBCA.

13.          Subsection 4(b) of the Regulation requires the Application for Continuance to be accompanied by a consent from the Commission.

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

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

                DATED at Toronto, Ontario on this 21st day of September 2018.