Securities Law & Instruments

Headnote

Consent given to an OBCA Corporation to continue under the laws of Canada.

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., 181.

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

Regulations Cited

Regulation made under the Business Corporations Act, Ont. Reg. 289/00, ss. 4(b).

IN THE MATTER OF

ONT. REG. 289/00 (the "Regulation")

MADE UNDER THE BUSINESS CORPORATIONS ACT (ONTARIO),

R.S.O. 1990, c. B.16, AS AMENDED (the "OBCA")

AND

IN THE MATTER OF

POINTS INTERNATIONAL LTD.

 

CONSENT

(Clause 4(b) of the Regulation)

UPON the application (the "Application") of Points International Ltd. (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting a consent from the Commission to continue the Applicant into another jurisdiction pursuant to clause 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 proposing to submit an application to the Director under the OBCA for authorization to continue under the Canada Business Corporations Act, R.S.C. 1985, c. C-44 ("CBCA") pursuant to section 181 of the OBCA (the "Application for Continuance");

2. the Applicant 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");

3. pursuant to clause 4(b) of the Regulation, where a corporation is an offering corporation under the OBCA, the Application for Continuance must be accompanied by a consent from the Commission;

4. the Applicant is not in default of any of the provisions of the Act or the regulations made under the Act;

5. the Applicant is not a party to any proceeding or, to the best of its knowledge, information and belief, any pending proceeding, under the Act;

6. the continuance of the Applicant under the CBCA was voted on and duly approved by a special resolution of the shareholders of the Applicant on June 24, 2004;

7. the continuance of the Applicant under the CBCA has been proposed so that the Applicant may conduct its affairs in accordance with the CBCA and, among other things, take advantage of the more flexible director residency requirements of the CBCA; and

8. the material rights, duties and obligations of a corporation incorporated under the CBCA are substantially similar to those of a corporation incorporated under the OBCA;

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

THE COMMISSION HEREBY CONSENTS to the continuance of the Applicant as a corporation under the CBCA.

August 17, 2004.

"Robert L. Shirriff"
"Wendell S. Wigle"