Cluny Capital Corp. – s. 4(b) of Ont. Reg. 289/00 under the OBCA

Headnote

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the Canada 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 CLUNY CAPITAL CORP.

CONSENT (Subsection 4(b) of the Regulation)

UPON the application of Cluny Capital Corp. (the Applicant) to the Ontario Securities Commission (the Commission) requesting a consent from the Commission, as required under subsection 4(b) of the Regulation, for the Applicant to continue in 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 under the OBCA. The Applicant was incorporated under the OBCA pursuant to a Certificate of Incorporation dated August 11, 2011.

2. The Applicant's registered office is located at 1 First Canadian Place, 100 King Street West, Suite 6000, Toronto, Ontario M5X 1E2.

3. The Applicant's common shares (the Common Shares) are listed and posted for trading on the NEX Board of the TSX Venture Exchange (the Exchange) under the symbol "CLN.H."

4. The authorized share capital of the Applicant consists of an unlimited number of Common Shares. As at March 2, 2021, the Applicant had 14,692,235 Common Shares issued and outstanding.

5. The Applicant intends to apply to the Director under the OBCA pursuant to section 181 of the OBCA (the Application for Continuance) for authorization to continue as a corporation under the Canada Business Corporations Act, R.S.C., 1985, c. C-44 (the CBCA).

6. The Application for Continuance is being made in connection with a proposed business combination structured as a "three cornered" amalgamation (the Proposed Transaction) involving the Applicant, Teonan Biomedical Inc., a corporation incorporated under the CBCA (Teonan) and a wholly-owned subsidiary of the Applicant incorporated under the CBCA (Subco), pursuant to which Teonan and Subco will amalgamate and the amalgamated company will become a wholly owned subsidiary of the Applicant and the Teonan shareholders will receive shares of the Applicant. Pursuant to the Proposed Transaction, the name of the Applicant will be changed to "The Good Shroom Co Inc." (Les bons Champignons inc).

7. The material rights, duties and obligations of a corporation governed by the CBCA are substantially similar to those of a corporation governed by the OBCA.

8. The Applicant is a reporting issuer under the Securities Act, R.S.O. 1990, c. S. 5, as amended (the Act), the Securities Act, R.S.B.C. 1996, c. 418 (the BC Act) and the Securities Act, R.S.A. 2000, C. S-4, as amended (the Alberta Act and together with the Act and the BC Act, the Legislation) and will remain a reporting issuer in these jurisdictions following the proposed Continuance.

9. The Applicant is not in default in any material respect of any of the provisions of the OBCA or the Legislation, including any of the regulations or rules made thereunder.

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

11. The Commission is the principal regulator of the Applicant.

12. The Applicant's registered office and head office is currently in Ontario. Following the proposed Continuance, the Applicant's registered office and head office will be moved to Quebec. The Applicant intends to have the Commission remain its principal regulator.

13. The Applicant's management information circular dated March 1, 2021for its annual general and special meeting of shareholders, held on March 31, 2021 (the Shareholders Meeting) described the proposed Continuance, disclosed the reasons for, and the implications of, the proposed Continuance. It also disclosed full particulars of the dissent rights of the Applicant's shareholders under section 185 of the OBCA.

14. The Applicant's shareholders approved the Continuance at the Shareholders Meeting by a special resolution. The special resolution authorizing the Continuance was approved by 100% of the votes cast. No shareholder exercised dissent rights pursuant to section 185 of the OBCA.

15. 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 the consent of the Commission.

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 under the CBCA.

DATED at Toronto, Ontario this 7th day of April, 2021.