Consent given to OBCA corporation to continue under the Nevada Revised Statutes.
Applicable Ontario Statutory Provisions
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 made under the Business Corporations Act, R.R.O., Reg. 289/00, ss. 4(b).
IN THE MATTER OF
THE REGULATION MADE UNDER
THE BUSINESS CORPORATIONS ACT (ONTARIO)
R.S.O. 1990, c. B-16, AS AMENDED (the "OBCA")
R.R.O. 1990, REGULATION 289/00 (the "Regulation")
IN THE MATTER OF
VISION GLOBAL SOLUTIONS INC.
(Subsection 4(b) of the Regulation)
UPON the application (the "Application") of Vision Global Solutions Inc. (the "Applicant") 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 Applicant having represented to the Commission that:
1. The Applicant is a corporation existing under the provisions of the OBCA. The registered office of the Applicant is located at 44 Victoria Street, Suite 2100, Toronto, ON, M5C 1Y2
2. The Applicant 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. Pursuant to subsection 4(b) of the Regulation, where an applicant corporation is an "offering corporation", the Application for Continuance must be accompanied by the consent from the Commission;
4. The Applicant is an "offering corporation" under the OBCA and is a "reporting issuer" under the Securities Act (Ontario) (the "Securities Act"). The Applicant is not a reporting issuer in any other jurisdiction in Canada. No securities of the Applicant are listed or quoted on any market or exchange in Canada;
5. The Applicant intends to remain a reporting issuer in Ontario;
6. The Applicant is not in default of any of the provisions of the Securities Act or the rules and regulations thereto;
7. The Applicant is not a party to any proceeding or to the best of its knowledge, information and belief, pending proceeding under the OBCA or under the Securities Act;
8. The Applicant's shareholders authorized the continuance of the Applicant as a corporation under the Nevada Revised Statutes (the "Nevada Act") by special resolution at a shareholders meeting held on October 31, 2003;
9. Pursuant to section 185 of the OBCA, all shareholders of record as of the record date for the meeting are entitled to dissent rights with respect to the application for continuance. The management information circular dated September 10, 2003 provided to shareholders in connection with the meeting, advised shareholders of the Applicant of their dissent rights;
10. The continuance under the Nevada Act has been proposed because most of the Applicant's business is carried on in the United States of America ("USA"), the principal trading market for the Applicant's shares is in the USA, and a large proportion of the shareholders live in the USA and it is now desired to be domiciled in a jurisdiction more relevant and appropriate to the Applicant's business and its shareholders; and
11. The Applicant's material rights, duties and obligations under the Nevada Act will be substantially similar to those under the OBCA.
THE COMMISSION HEREBY CONSENTS to the continuance of the Applicant as a corporation under the Nevada Act.
June 25, 2004.
"Wendell S. Wigle"
"Robert W. Davis"