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SponsorsOne Inc. – s. 21(b) of Ont. Reg. 398/21 under the OBCA

2023-01-26 | Consent | Business Corporations Act, Securities Act, Ontario Regulation 398/21 | Issuers | https://www.osc.ca/en/securities-law/orders-rulings-decisions/sponsorsone-inc-s-21b-ont-reg-39821-under-obca

Statutes Cited: 1. Business Corporations Act, R.S.O. 1990, c.B.16, as am., s. 181. 2. Securities Act, R.S.O. 1990, c. S.5, as am. Regulations Cited: 1. Regulation made under the Business Corporations Act, Ont. Reg. 398/21, as am., s. 21(b).


The Ontario Securities Commission (OSC) has granted consent to SponsorsOne Inc., an offering corporation under the Business Corporations Act (Ontario) (OBCA), to continue into the province of British Columbia under the Business Corporations Act (British Columbia) (BCBCA). This decision is based on subsection 21(b) of Ontario Regulation 398/21 made under the OBCA, which requires offering corporations to obtain consent from the Commission for such continuance.

SponsorsOne Inc., originally incorporated in Ontario in 1965, has undergone several name changes and is currently listed on multiple stock exchanges. The company sought to relocate its corporate records to British Columbia to align with its business activities primarily on the west coast and to gain management flexibility for a potential stock consolidation.

The OSC reviewed the application and considered the company’s compliance with relevant securities legislation, absence of defaults or proceedings under the OBCA or the Securities Act (British Columbia), and the overwhelming shareholder approval for the continuance. The OSC also noted that the rights, duties, and obligations under the BCBCA are substantially similar to those under the OBCA.

Concluding that the continuance would not be prejudicial to the public interest, the OSC consented to the continuance of SponsorsOne Inc. under the BCBCA on January 27, 2023.