The Ontario Securities Commission (OSC) has granted consent to RG One Corp., an offering corporation under the Ontario Business Corporations Act (OBCA), to continue into the federal jurisdiction under the Canada Business Corporations Act (CBCA). This decision is based on the application and representations made by RG One Corp., which include the following key points:
1. RG One Corp. is an offering corporation with 39,350,001 common shares issued and outstanding, which are not listed on any stock exchange.
2. The corporation intends to continue under the CBCA to benefit from its increased flexibility, which is necessary for a business combination with Flow Water Inc.
3. The rights, duties, and obligations under the CBCA are substantially similar to those under the OBCA.
4. RG One Corp. is a reporting issuer in Ontario, British Columbia, and Alberta and will remain so following the continuance.
5. The OSC is the principal regulator for RG One Corp., which is not in default of any provisions of the OBCA or securities legislation and is not subject to any related proceedings.
6. The management information circular provided to shareholders outlined the proposed continuance, its reasons, implications, and the dissent rights available.
7. The shareholders approved the continuance with a 100% vote in favor at a meeting where no dissent rights were exercised.
The OSC’s consent is required under subsection 4(b) of the Regulation made under the OBCA for the Application for Continuance. The Commission has consented to the continuance as it is not prejudicial to the public interest. The decision was made on July 2, 2021. Relevant laws and regulations include the Business Corporations Act, R.S.O. 1990, c. B.16, as amended, and the Securities Act, R.S.O. 1990, c. S.5, as amended, along with Regulation 289/00 made under the OBCA.