WebEngine Corporation - ss. 4(b) of O. Reg. 289/00

Headnote

Consent given to an offering corporation underthe OBCA to continue under the CBCA.

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 CorporationsAct, R.R.O. 1990, Reg. 289/00, as am., s. 4(b).

IN THE MATTER OF

ONT. REG. 289/00 (The Regulation)

MADE UNDER THE BUSINESS CORPORATIONACT,

R.S.O. 1990 C. B.16

AND

IN THE MATTER OF

WEBENGINE CORPORATION

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of WebEngine Corporation(WebEngine) to the Ontario Securities Commission (theCommission) requesting a consent from the Commissionfor WebEngine to continue in another jurisdiction pursuant tosubsection 4(b) of the Regulation;

AND UPON considering the applicationand the recommendation of the staff of the Commission;

AND UPON WebEngine having representedto the Commission that:

1. WebEngine is proposing to submit an applicationto the Director under the Business Corporations Act(Ontario) (the OBCA) pursuant to section 181 of theOBCA (the Application for Continuance) for authorizationto continue as a corporation under the Canada BusinessCorporations Act (the CBCA).

2. Pursuant to subsection 4(b) of the Regulation,where a corporation is an offering corporation, the Applicationfor Continuance must by accompanied by a consent from theCommission.

3. WebEngine was incorporated under the provisionsof the OBCA on March 4, 1983. The head office of WebEngineis located at 133 Richmond Street West, Suite 403, Toronto,Ontario.

4. The authorized share capital of WebEngineis comprised of an unlimited number of common shares, of which27,729,429 were issued and outstanding as of October 15, 2003.

5. WebEngine is an offering corporation underthe OBCA and is a reporting issuer under the SecuritiesAct, R.S.O. 1990, c. S.5, as amended (the Act).WebEngine is also a reporting issuer under the securitieslegislation of each of the provinces of British Columbia andAlberta. WebEngine intends to remain a reporting issuer inOntario and in the other jurisdictions where it is a reportingissuer.

6. The common shares of WebEngine are listedfor trading on the TSX Venture Exchange and such shares havebeen halted at the request of WebEngine, pending the TSX VentureExchange's receipt and review of documentation regarding WebEngine'sacquisition transaction and closing of same.

7. WebEngine is not in default under any provisionof the Act or the regulations of the Act, nor under the securitieslegislation of any other jurisdiction where it is a reportingissuer.

8. WebEngine is not a party to any proceedingnor, to the best of its knowledge, information and belief,any pending proceeding under the Act.

9. The Application for Continuance of WebEngineis to be approved by the shareholders of WebEngine by specialresolution at the Annual and Special Meeting of shareholders(the Meeting) to be held on November 13, 2003. WebEnginewill not submit the Application for Continuance to the Directorunder the OBCA unless shareholder approval is obtained atthe Meeting.

10. Pursuant to the Section 185 of the OBCA,all shareholders of record as of the record date for the Meetingare entitled to dissent rights with respect to the Applicationfor Continuance (the Dissent Rights).

11. The management information circular datedOctober 15, 2003 (the Circular) provided to all shareholdersin connection with the Meeting, advised the holders of commonshares of WebEngine of their Dissent Rights.

12. The principal reason for the Applicationfor Continuance is that WebEngine believes that continuanceunder the CBCA will provide WebEngine with greater flexibilityand recognition in carrying on business both within and outsideof Canada. Due to the international nature of WebEngine'sproposed business, as more particularly described in the Circular,management believes that having federal company status willbring greater prestige to WebEngine thereby advancing itsinternational efforts, and management further believes thatit is in the interests of WebEngine to be able to elect orappoint directors and to conduct its affairs in accordancewith the provisions of the CBCA.

13. The material rights, duties and obligationsof a corporation governed by the CBCA are substantially similarto those of a corporation governed by the OBCA.

AND UPON the Commission being satisfiedthat to do so would not be prejudicial to the public interest;

THE COMMISSION HEREBY CONSENTS to thecontinuance of WebEngine as a corporation under the CBCA.

October 31, 2003.