Securities Law & Instruments

Headnote

Consent given to OBCA Corporation to continue under the CBCA Corporation's issued and outstanding common shares are currently listed for trading on the Toronto Stock Exchange and the NASDAQ National Market.

Statute Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., ss. 181, 185.

Regulation Cited

Ont. Regulation 289/00, made under the Business Corporations Act (Ontario), as am., s. 4(b).

IN THE MATTER OF

ONT. REG. 289/00 (the Regulation) MADE UNDER THE BUSINESS CORPORATIONS ACT,

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

AND

IN THE MATTER OF

ATI TECHNOLOGIES INC.

 

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application (the Application) of ATI Technologies Inc. (the Filer) to the Ontario Securities Commission (the Commission) requesting the consent of the Commission for the Filer to continue into 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 Filer having represented to the Commission that:

1. The Filer was incorporated under the OBCA on August 20, 1985. Its head office is located in Markham, Ontario.

2. The Filer is an offering corporation under the provisions of the OBCA and a reporting issuer within the meaning of the Securities Act (Ontario) (the Act). The Filer is also a reporting issuer or the equivalent in each of the other provinces of Canada.

3. The Filer proposes to make an application (the Application for Continuance) to the Director under the OBCA, under section 181 of the OBCA, for authorization to continue under the Canada Business Corporations Act (the CBCA).

4. Under clause 4(b) of the Regulation, where a corporation is an offering corporation, an Application for Continuance must be accompanied by the consent of the Commission.

5. The authorized capital of the Filer consists of an unlimited number of common shares and an unlimited number of preferred shares, issuable in series, of which, as of November 4, 2004, 250,525,973 common shares and no preferred shares were outstanding.

6. The Filer's issued and outstanding common shares are currently listed for trading on the Toronto Stock Exchange and the NASDAQ National Market.

7. The Filer is not in default of any requirements of the Act or the regulations or rules promulgated thereunder.

8. Other than the proceeding pending as a result of the Notice of Hearing and Statement of Allegations filed by staff of the Commission in January, 2003, in relation to the Filer and others, the Filer is not a party to any proceeding or, to the best of its knowledge, information or belief, any pending proceeding under the Act.

9. The Filer currently intends to continue to be a reporting issuer under the Act.

10. The Filer's continuance under the provisions of the CBCA is to be approved at an annual and special meeting of shareholders of the Filer to be held on January 25, 2005 (the Meeting).

11. Under 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 Dissent Rights).

12. The management information circular to be mailed to all shareholders in connection with the Meeting will advise the shareholders of the Filer of their Dissent Rights.

13. The continuance is proposed to be made in order for the Filer to conduct its business affairs in accordance with the provisions of the CBCA.

14. The material rights, duties and obligations of a corporation existing under the CBCA are substantially similar to those of a corporation governed by 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 Filer as a corporation under the CBCA.

November 30, 2004.

"Paul M. Moore"
"Wendell S. Wigle"