Feronia Inc. – 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 British Columbia Business Corporations Act.

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, 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
FERONIA INC.

CONSENT
(Subsection 4(b) of the Regulation)

                UPON the application of Feronia 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 to 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 as defined in the OBCA and is a reporting issuer under the Securities Act, R.S.O. 1990, c. s. 5 as amended (the “Act”) and the securities legislation (the “Legislation”) of each province of Canada, with the exception of Quebec.

2.             The Applicant was continued under the OBCA by articles of continuance effective on August 18, 2010 under the name G.T.M. Capital Corporation. On September 7, 2010, the Applicant changed its name to Feronia Inc.

3.             The head and registered office of the Applicant is 181 Bay Street, Suite 1800, Toronto, Ontario, M5J 2T9. Following the Continuance, the Applicant’s registered office will be 1000 – 595 Burrard Street, Vancouver, BC, V7X 1S8 and the head office of the Applicant will remain in Toronto, Ontario.

4.             The authorized share capital of the Applicant consists of an unlimited number of common shares (the “Common Shares”) of which 346,940,761 Common Shares were issued and outstanding as of August 8, 2016.

5.             The Applicant has $5,363,000 principal amount of 12% unsecured convertible debentures outstand-ing as of August 8, 2016 (the “Debentures”). The Debentures were issued pursuant to a trust indenture dated July 24, 2012 between the Applicant and Equity Financial Trust Company, as trustee.

6.             The Common Shares of the Applicant are listed for trading on the TSX Venture Exchange (the “TSXV”) under the symbol “FRN”. The outstanding Debentures are listed for trading on the TSXV under the symbol “FRN.DB”. The Applicant does not have any securities listed on any other exchange except the TSXV.

7.             The Applicant proposes to make an application to the Director under the OBCA pursuant to section 181 of the OBCA for authorization to continue into British Columbia as a corporation under the Business Corporations Act (British Columbia) (“BCBCA”). The Applicant intends to keep its current name and trading symbol. The Applicant has a name reservation granted by the Registrar of Companies, British Columbia in the name “Feronia Inc.”, under name reservation number NR 5375606.

8.             Pursuant to subsection 4(b) of the Regulation, where a corporation is an offering corporation under the OBCA, the Application for Continuance must be accompanied by a consent of the Commission.

9.             The Commission is the Applicant’s principal regu-lator. Following the Continuance, the Commission will remain as the Applicant’s principal regulator.

10.          The Applicant is not in default under any provision of the OBCA, the Act or the Legislation or the regulations or rules made thereunder and is not in default under any rules, regulations or policies of the TSXV.

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

12.          A summary of the material provisions respecting the proposed Continuance was provided to the shareholders of the Applicant (“Shareholders”) in the management information circular of the Corporation dated May 17, 2016 (the “Circular”) in respect of the Corporation's annual and special meeting of shareholders held on June 20, 2016 (the “Meeting”). The Circular advised the shareholders of their dissent rights in connection with the proposed Continuance (the “Continu-ance Resolution”) pursuant to section 185 of the OBCA and included a summary comparison of the differences between the OBCA and the BCBCA. The Circular was mailed to Shareholders on May 19, 2016 and was filed on the System for Electronic Document Analysis and Retrieval on May 20, 2016.

13.          In accordance with the OBCA, the special resolution of Shareholders obtained at the Meeting in connection with the Continuance Resolution required the approval of a minimum majority of 66 2/3% of the aggregate votes cast by Shareholders present in person or by proxy at the Meeting. Each Shareholder was entitled to one vote for each Common Share held.

14.          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.

15.          The Continuance Resolution was approved at the Meeting by 99.99% of the votes cast by Shareholders in respect of the Continuance Resolution. None of the Shareholders exercised dissent rights pursuant to section 185 of the OBCA.

16.          The Continuance is proposed to be made as the Applicant believes that the BCBCA will provide the Applicant with greater flexibility than the OBCA with respect to directors as the BCBCA does not have a requirement that any of the directors be Canadian residents.

17.          Following the Continuance, the Applicant intends to remain a reporting issuer or equivalent in each province of Canada, with the exception of Quebec.

18.          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 17th day of August, 2016.

“Judith Robertson”
Commissioner
Ontario Securities Commission

“William “Bill” Furlong”
Commissioner
Ontario Securities Commission