Volt Lithium Corp. – s. 21(b) of Ont. Reg. 398/21 of the OBCA
Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the Business Corporations Act (Alberta).
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.
Regulation made under the Business Corporations Act, Ont. Reg. 398/21, as am., s. 21(b).
IN THE MATTER OF ONTARIO REGULATION 398/21, 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 VOLT LITHIUM CORP. (the "Applicant")
CONSENT (Subsection 21(b) of the Regulation)
UPON the application (the "Application") of the Applicant to the Ontario Securities Commission (the "Commission") requesting the consent of the Commission pursuant to subsection 21(b) of the Regulation, for the Applicant to continue into the Province of Alberta 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.
2. The Applicant's common shares are listed and posted for trading on the TSX Venture Exchange (the "Exchange") under the symbol "VLT". The Applicant does not have any of its securities listed on any other exchange.
3. The Applicant is authorized to issue an unlimited number of common shares, of which 99,734,530 common shares were issued and outstanding as of April 20, 2023.
4. 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 Business Corporations Act (Alberta), R.S.A. 2000, c. B-9 (the "ABCA").
5. The Application for Continuance is being made (i) in light of the Applicant's lithium brine operations in Alberta, (ii) because certain of the Applicant's executives are located in Alberta, and (iii) for corporate and administrative reasons.
6. The material rights, duties and obligations of a corporation governed by the ABCA are substantially similar to those of a corporation governed by the OBCA.
7. The Applicant's registered office is located at 217 Queen Street West, Suite 401, Toronto, Ontario, M5V 0R2 and its head office is located at 639 -- 5th Avenue SW, Ste. 1925, Calgary, Alberta, T2P 0M9. Following the Continuance, the registered office will be located at Suite 3810, 888 -- 3rd Street SW, Calgary, Alberta, T2P 5C5 and its head office will remain located at 639 -- 5th Avenue SW, Ste. 1925, Calgary, Alberta, T2P 0M9.
8. The Applicant is a reporting issuer under the securities legislation of the provinces of British Columbia, Alberta and Ontario, and will remain a reporting issuer in these jurisdictions following the Continuance. The Applicant's principal regulator is the Alberta Securities Commission.
9. The Applicant is not in default of any of the provisions of the OBCA, the Securities Act (Ontario) (the "Act"), including the regulations or rules made thereunder, or the applicable securities legislation of any other jurisdiction in which it is a reporting issuer.
10. The Applicant is not subject to any proceeding under the OBCA, the Act or the applicable securities legislation of any other jurisdiction in which it is a reporting issuer.
11. The Applicant is not in default of any provision of the rules, regulations or policies of the Exchange.
12. The Applicant's management information circular (the "Circular") dated March 6, 2023 which was provided to all securityholders of the Applicant in connection with its special meeting of shareholders, held on April 20, 2023 (the "Meeting") described the proposed Continuance and disclosed the reasons for it and its implications. The Applicant's shareholders had the right to dissent with respect to the proposed Continuance pursuant to section 185 of the OBCA, and the Circular disclosed particulars of this right in accordance with applicable law.
13. The Applicant's shareholders authorized the Continuance at the Meeting by a special resolution that was approved by 99.99% of the votes cast by the shareholders of the Applicant in person or represented by proxy. No shareholders exercised dissent rights pursuant to section 185 of the OBCA.
14. Subsection 21(b) of the Regulation requires the Application for Continuance to be accompanied by a consent from 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 as a corporation under the ABCA.
DATED at Toronto on this 19th day of May, 2023.