Westport Innovations Inc.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions - relief from registration and prospectus requirements in connection with the use of electronic roadshow materials -- cross-border offering of securities -- compliance with U.S. offering rules leads to non-compliance with Canadian regime -- relief required as use of electronic roadshow materials constitutes a distribution requiring compliance with prospectus and registration requirements -- relief granted from sections 25 and 53 of the Securities Act (Ontario) in connection with a cross-border offering -- decision subject to conditions.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 25, 53.

National Policy 47-201 -- Trading Securities Using the Internet and Other Electronic Means, s. 2.7.

July 18, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO (the Jurisdiction)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

WESTPORT INNOVATIONS INC.

(the Filer)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) for a decision exempting the posting of certain roadshow materials on the website of one or more commercial services such as www.retailroadshow.com and/or www.netroadshow.com during the "waiting period" from the prospectus requirement and, except in British Columbia where registration relief is not required, the registration requirement under the Legislation (collectively, the Exemption Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission is the principal regulator for this application; and

(b) the Filer has provided notice that s.4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, New Brunswick, Prince Edward Island, Nova Scotia and Newfoundland and Labrador.

Interpretation

Defined terms contained in National Instrument 14-101 -- Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Filer:

1. The Filer was incorporated under the laws of the Province of Alberta on March 20, 1995.

2. The head office of the Filer is located at 101-1750 West 75th Avenue, Vancouver, British Columbia, V6P 6G2.

3. The Filer became a reporting issuer in each of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland by way of an initial public offering of its securities. The Filer is not in default of any of its obligations as a reporting issuer under the applicable securities laws in each of these jurisdictions.

4. The authorized share capital of the Filer consists of an unlimited number of common shares (the Common Shares) and an unlimited number of preferred shares (Preferred Shares) issuable in series with no par value. As of July 14, 2008, the Filer has 96,273,614 Common Shares and no Preferred Shares issued and outstanding. The Filer also has issued and outstanding $15,000,000 principal amount of 9% unsecured subordinated debentures due July 3, 2011 and 2,861,413 common share purchase warrants, each of which entitles the holder thereof to purchase one Common Share of the Filer upon the payment of the exercise price of $5.35 per warrant at any time prior to July 3, 2010.

5. The Filer's Common Shares are currently listed on the Toronto Stock Exchange.

6. The Filer has determined that the Ontario Securities Commission is the principal regulator for the purposes of this application as the trading market for the Filer's Common Shares is located in the Jurisdiction, and because not all of the Exemption Sought is required in British Columbia, which would otherwise be the jurisdiction of the Filer's principal regulator.

7. During the week of July 21, 2008, the Filer intends to file a preliminary short form base PREP prospectus (the Preliminary Prospectus) relating to the offering (the Canadian Offering) of its Common Shares (the Offered Shares) with the securities regulatory authority in each of the provinces (other than Québec) of Canada (collectively, the Canadian Jurisdictions) and, upon such filing, will contemporaneously file a registration statement on Form F-10 (the Form F-10) relating to the initial U.S. public offering (the U.S. Offering, together with the Canadian Offering, the Offering) of the Offered Shares with the United States Securities and Exchange Commission (the SEC) in respect of the U.S. Offering to register the Offered Shares under the U.S. Securities Act of 1933, as amended (the 1933 Act).

8. In connection with the Offering, the Offered Shares would continue to be listed on the Toronto Stock Exchange and would also become listed on the NASDAQ Global Market.

9. Prior to the filing and issuance of a receipt under National Policy 11-202 Process for Prospectus Reviews in Multiple Jurisdictions for a final short form base PREP prospectus (such period typically being called the "waiting period"), the Filer intends to utilize electronic roadshow materials (the Website Materials) as part of the marketing efforts for the Offering, as is now typical for an initial public offering in the United States.

10. Because the Filer will not be required to file reports with the SEC pursuant to section 13 or section 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the 1934 Act) until the time the Form F-10 has become effective pursuant to the 1933 Act, Rule 433(d)(8)(ii) under the 1933 Act which came into effect in December 2005, requires the Filer to either file the Website Materials with the SEC or make them "available without restriction by means of graphic communication to any person...". The staff of the SEC have taken the position that the requirement to be "available without restriction" means that there cannot be any restrictions on access or viewing imposed, both with respect to persons in and outside of the United States.

11. Compliance with applicable U.S. securities laws thus requires either making the Website Materials available in a manner that affords unrestricted access to the public, or filing the Website Materials on the SEC's EDGAR system, which will have the same effect of affording unrestricted access. This is inconsistent with Canadian securities laws. In particular, the prospectus requirement and activities that are permissible during the waiting period which, when applied together, require that access to the Website Materials be controlled by the Filer or the underwriters by such means as password protection and otherwise, as suggested by National Policy 47-201 -- Trading Securities Using the Internet and Other Electronic Means.

12. The Filer wishes to comply with applicable U.S. securities laws by posting the Website Materials on the website of one or more commercial services such as www.retailroadshow.com and/or www.netroadshow.com without any restriction thereon such as password protection.

13. The securities laws of the Canadian Jurisdictions do not, absent the Exemption Sought, allow the Filer to post the Website Materials during the waiting period in a manner that would allow the Website Materials to be accessible to all prospective investors in the Canadian Jurisdictions without restriction.

14. The Website Materials will contain a statement that information conveyed through the Website Materials does not contain all of the information in the Preliminary Prospectus, or any subsequent amendments thereto, or the final short form base PREP prospectus or any amendment thereto, or the supplemented short form PREP prospectus or any amendment thereto (the Final Prospectus), and that prospective purchasers should review all of those prospectuses, in addition to the Website Materials, for complete information regarding the Offered Shares.

15. The Website Materials will also contain a hyperlink to the prospectuses referred to in the foregoing paragraph, as at and after such time as a particular prospectus is filed.

16. The Website Materials, the Preliminary Prospectus, any further amendments thereto, and the Final Prospectus will state that purchasers of the Offered Shares in the Canadian Jurisdictions will have a contractual right of action against the Filer and the underwriters in connection with the information contained in the Website Materials posted on the website of one or more commercial services, such as www.retailroadshow.com and/or www.netroadshow.com.

17. At least one underwriter signing the Preliminary Prospectus, any subsequently amended preliminary prospectus, and the Final Prospectus will be registered in each of the Canadian Jurisdictions.

18. Canadian purchasers will only be able to purchase the Offered Shares through an underwriter that is registered in the respective Canadian Jurisdiction of residence of the Canadian purchaser.

19. The Filer acknowledges that the Exemption Sought relates only to the posting of the Website Materials on the website of one or more commercial services, such as www.retailroadshow.com and/or www.netroadshow.com.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that the Exemption Sought is granted provided that:

1. The Preliminary Prospectus and any further amendments thereto, and the Final Prospectus state that purchasers of the Offered Shares in each of the Canadian Jurisdictions have a contractual right of action against the Filer and the Canadian underwriters, substantially in the following form:

"We may make available certain materials describing the offering (the Website Materials) on the website of one or more commercial services such as www.retailroadshow.com and/or www.netroadshow.com under the heading "Westport Innovations Inc." in accordance with U.S. securities law during the period prior to obtaining a final receipt for the final short form base PREP prospectus relating to this offering (the Final Prospectus) from the securities regulatory authorities in each of the Provinces of Canada, except the Province of Québec (the Canadian Jurisdictions). In order to give purchasers in each of the Canadian Jurisdictions the same unrestricted access to the Website Materials as provided to U.S. purchasers, we have applied for and obtained exemptive relief from the securities regulatory authorities in each of the Canadian Jurisdictions. Pursuant to the terms of that exemptive relief, we and each of the Canadian underwriters signing the certificate contained in the Final Prospectus have agreed that, in the event that the Website Materials contained any untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make any statement therein not misleading in light of the circumstances in which it was made (a misrepresentation) a purchaser resident in any of the Canadian Jurisdictions who purchases common shares pursuant to the Final Prospectus during the period of distribution shall have, without regard to whether the purchaser relied on the misrepresentation, rights against us and each of the Canadian underwriters with respect to such misrepresentation as are equivalent to the rights under section 130 of the Securities Act (Ontario) or the comparable provision of the securities legislation of each of the other Canadian Jurisdictions, as if such misrepresent