The Ontario Securities Commission (OSC) has granted consent to Waverley Resources Ltd. for its application to continue as a corporation under the jurisdiction of the Business Corporations Act (British Columbia) (BCBCA) from the Business Corporations Act (Ontario) (OBCA). This decision is based on section 181 of the OBCA and subsection 4(b) of Ontario Regulation 289/00.
The key considerations for the approval include:
– Waverley Resources Ltd. is an offering corporation under the OBCA with no common shares listed or posted for trading on any securities exchange.
– The company has a total of 35,081,510 issued and outstanding common shares as of November 25, 2021.
– The move to BCBCA is expected to provide more flexibility for the company’s financing opportunities and other corporate transactions, aligning with the location of two of its four directors in British Columbia.
– The rights, duties, and obligations under the BCBCA are substantially similar to those under the OBCA.
– Waverley Resources Ltd. is a reporting issuer in good standing under the securities legislation of Ontario, British Columbia, and Alberta and will remain so after the continuance.
– The company’s registered and head office will relocate to British Columbia post-continuance, and the principal regulator will change from the OSC to the British Columbia Securities Commission.
– The shareholders were fully informed about the proposed continuance and its implications, and they authorized the move by a special resolution with 100% approval at the Shareholders’ Meeting on December 21, 2020. No shareholder exercised dissent rights.
– The OSC is satisfied that the continuance will not be prejudicial to the public interest.
Consequently, the OSC consented to the continuance of Waverley Resources Ltd. under the BCBCA, as it aligns with the regulatory framework and is not detrimental to the public interest. The decision was made on January 28, 2022.