IN THE MATTER OF THE REGULATION MADE UNDER
THE BUSINESS CORPORATIONS ACT (ONTARIO)
R.S.O. 1990, c. B.16 (the "OBCA")
O. REG. 290/00 (THE "REGULATION")
IN THE MATTER OF
OLD CANADA INVESTMENT CORPORATION LIMITED
(Subsection 4(b) of the Regulation under the OBCA)
UPON the application of Old Canada Investment Corporation Limited (the "Corporation") to the Ontario Securities Commission (the "Commission") requesting a consent from the Commission to continue in another jurisdiction pursuant to subsection 4(b) of the Regulation;
AND UPON considering the application and the recommendation of the staff of the Commission;
AND UPON the Corporation having represented to the Commission that:
1.pursuant to a proposed transaction voted on by shareholders of the Corporation on November 21, 2000, the Corporation will acquire all of the issued and outstanding shares of Sportscope Television Network Ltd.;
2.the Corporation is proposing to submit an application to the Director under the OBCA for authorization to continue in another jurisdiction pursuant to section 181 of the OBCA (the "Application for Continuance");
3.on November 21, 2000, shareholders of the Corporation were asked to consider approving, and did so approve, a resolution to authorize the submission of the Application for Continuance;
4.pursuant to subsection 4(b) of the Regulation, where a corporation is an offering corporation, the Application for Continuance must be accompanied by a consent from the Commission;
5.the Corporation is an offering corporation under the OBCA and is a reporting issuer under the Securities Act R.S.O. 1990, c. S.5 as amended (the "Act");
6.the Corporation is not in default under any of the provisions of the Act or the regulation made under the Act;
7.the Corporation is not a party to any proceeding or to the best of its knowledge, information and belief, any pending proceeding under the Act;
8.the Corporation presently intends to continue to be a reporting issuer in the Province of Ontario;
9.the Application for Continuance is proposed to be made so that the Corporation may conduct its affairs in accordance with the Canada Business Corporations Act (the "CBCA"); and
10.the material rights, duties and obligations of a corporation incorporated under the CBCA are substantially similar to those under the OBCA.
THE COMMISSION HEREBY CONSENTS to the continuance of the Corporation from the OBCA to the CBCA.
November 21st, 2000.
"Howard I. Wetston""Stephen N. Adams"