Conditions for Relief from Business Corporations Act Requirements

In Ontario, an issuer that is governed by the Business Corporations Act (“OBCA”) and proposes to carry out a “going private transaction”, as defined in subsection 190(1) of the OBCA, is exempt from subsections (2), (3) and (4) of section 190 of the OBCA, and is not required to make an application for exemption from those subsections under subsection 190(6) of the OBCA, if

(a) the transaction is not a business combination,

(b) Part 4 does not apply to the transaction by reason of section 4.1, or

(c) the transaction is carried out in compliance with Part 4, and, for this purpose, compliance includes reliance on any applicable exemption from a requirement of Part 4, including a discretionary exemption granted under section 9.1.

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In respect of Ontario laws and rules on Lexata’s website: © Queen’s Printer The materials have been reproduced with care but are not the official versions as set forth in The Legislation Act, 2006.

In respect of B.C. laws and rules on Lexata’s website: These materials contain information that has been derived from information originally made available by the Province of British Columbia at: http://www.bclaws.gov.bc.ca and this information is being used in accordance with the King’s Printer Licence – British Columbia, available at: https://www.bclaws.gov.bc.ca/standards/Licence.html. They have not, however, been produced in affiliation with, or with the endorsement of, the Province of British Columbia and THESE MATERIALS ARE NOT AN OFFICIAL VERSION.

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