i think i found it out from last year meeting
Continuance under the Business Corporations Act (British Columbia)
The Company is currently incorporated under the Canada Business Corporations Act (the "CBCA"). The Board proposes to
continue the Company into British Columbia (the "Continuance") under the Business Corporations Act (British Columbia)
(the "BCBCA"). At the Meeting, shareholders of the Company will be asked to consider and, if thought advisable, approve
with or without variation, a special resolution (the "Continuance Resolution") approving and authorizing the Company to
continue into British Columbia under the BCBCA as if the Company had been incorporated under the laws of British
Columbia. As part of the Continuance Resolution, shareholders will also be asked to approve the adoption by the Company
of the Notice of Articles and Articles, which comply with the requirements of the BCBCA, in substitution for the existing
Articles of Incorporation and by-laws of the Company and any amendments thereto to date. The proposed form of Articles
under the BCBCA is attached to this Information Circular as Appendix "C".
The Company is asking shareholders to approve the Continuance Resolution because of the greater flexibility in corporate
administrative matters and corporate structure generally afforded by the BCBCA. In particular, the BCBCA, unlike the
CBCA, does not require that at least 25% of the directors be ordinarily resident in Canada, and the Company may need
the flexibility to recruit directors who can contribute to its growth and development, wherever such person may reside.
Continuance under the BCBCA will also provide some added flexibility with respect to corporate transactions. The head
office of the Company is also located in British Columbia.
Management of the Company is of the view that the provisions of the BCBCA are consistent with corporate legislation in
other Canadian jurisdictions and will provide shareholders of the Company with substantially the same rights as those
that are available to shareholders under the CBCA. The change of the Company’s corporate jurisdiction will not result in
any material change to its business and will not have any effect on the relative equity or voting interests of shareholders.
Continuance Process
In order to effect the Continuance:
(a) The Company must obtain the approval of its shareholders to the Continuance Resolution by way of a special
resolution to be passed by not less than two-thirds (66 2/3%) of the votes cast at the Meeting in person or by
proxy;
(b) The Company must make written application to the Director under the CBCA for consent to continue under the
BCBCA, such written application to establish to the satisfaction of the Director that the proposed Continuance
will not adversely affect the Company’s creditors or shareholders;
(c) Once the Continuance Resolution is passed and the Company has obtained the consent of the Director under
the CBCA, the Company must file a Continuance Application and the consent of the Director under the CBCA,
along with the prescribed documents under the BCBCA, with the Registrar of Companies under the BCBCA to
obtain a Certificate of Continuance;
(d) On the date shown on the Certificate of Continuance issued by the British Columbia Registrar of Companies, the
Company will become a company registered under the laws of the Province of British Columbia as if it had been
incorporated under the laws of the Province of British Columbia; and
(e) The Company must then file a copy of the Certificate of Continuance with the Director under the CBCA and
receive a Certificate of Discontinuance under the CBCA