Shoal Point Energy Ltd. – s. 21(b) of Ont. Reg. 398/21 under the OBCA

Headnote

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the Business Corporations Act (British Columbia).

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. 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 SHOAL POINT ENERGY LTD.

CONSENT (subsection 21(b) of the Regulation)

UPON the application of Shoal Point Energy Ltd. (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 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 was formed by articles of amalgamation under the laws of Ontario on October 10, 2012 pursuant to the amalgamation of Shoal Point Energy Ltd. and Shoal Point Energy Inc. under the name Shoal Point Energy Ltd. The registered office of the Applicant is located at 100 King Street West, Suite 3400, 1 First Canadian Place, Toronto, Ontario M5X 1A4.

2. The authorized capital of the Applicant consists of an unlimited number of common shares (the "Common Shares") and an unlimited number of special shares, of which 90,703,141 Common Shares are issued and outstanding and no special shares are issued and outstanding as at January 3, 2023.

3. The Applicant intends to apply to the Director pursuant to section 181 of the OBCA for authorization to continue as a corporation under the Business Corporations Act (British Columbia) (the "BCBCA").

4. Pursuant to subsection 21(b) of the Regulation, where a corporation is an offering corporation under the OBCA, its application for continuance under the laws of another jurisdiction must be accompanied by a consent from the Commission.

5. The Applicant is an offering corporation under the OBCA and is a reporting issuer under the Securities Act (Ontario) (the "Act") and under the Securities Act (British Columbia) (the "BC Act", and together with the Act, the "Legislation").

6. The Applicant's Common Shares are listed on the Canadian Securities Exchange (the "CSE") and trade under the symbol SHP.

7. The principal reason for the Continuance is that the Applicant's head office and management are located in British Columbia and the Applicant no longer has any connection to Ontario.

8. Immediately following the Continuance, the Applicant will remain a reporting issuer in Ontario and in British Columbia, where it is currently a reporting issuer.

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

10. The Applicant is not subject to any proceeding under the OBCA or the Legislation.

11. The proposed Continuance was approved by the shareholders of the Applicant at the Applicant's annual and special meeting of shareholders held on November 22, 2022 (the "Meeting"). The special resolution authorizing the proposed Continuance required the approval of not less than two-thirds of the aggregate votes cast by the shareholders present in person or by proxy at the Meeting, and was approved by 99.3% of the votes cast by the shareholders of the Applicant in person or represented by proxy at the Meeting.

12. The management information circular dated October 24, 2022 (the "Circular") and filed on SEDAR was provided to all registered shareholders in connection with the Meeting. The Circular advised shareholders of their dissent rights in respect of the Continuance, described the Continuance, disclosed the reason for the Continuance and its implications and included a summary comparison of the differences between the OBCA and the BCBCA. No dissent rights were exercised by any shareholders of the Applicant in connection with the Continuance.

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

14. Following the Continuance, the Applicant's registered office will change to Suite 2500 Park Place, 666 Burrard Street, Vancouver, British Columbia V6C 2X8.

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 BCBCA.

DATED at Toronto, Ontario this 20th day of January, 2023.