Securities Law & Instruments

Headnote

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

Statutes Cited

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

Canada Business Corporations Act, R.S.C. 1985, c. C-44, as am.

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

Regulation Cited

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

IN THE MATTER OF

THE REGULATION MADE UNDER

THE BUSINESS CORPORATIONS ACT, R.S.O. 1990, c. B.16, AS AMENDED

(THE OBCA)

ONT. REG. 289/00, AS AMENDED (THE REGULATION)

AND

IN THE MATTER OF

MOSAID TECHNOLOGIES INCORPORATED

 

CONSENT

(Clause 4(b) of the Regulation)

UPON the application of MOSAID Technologies Incorporated (MOSAID) to the Ontario Securities Commission (the Commission) requesting a consent from the Commission for MOSAID to continue 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 MOSAID having represented to the Commission that:

1. MOSAID was amalgamated under the provisions of the OBCA on April 27, 2001. The head office of MOSAID is located at 11 Hines Road, Kanata, Ontario, K2K 2X1.

2. The authorized share capital of MOSAID is comprised of an unlimited number of Common Shares, of which 11,352,329 Common Shares were issued and outstanding as of January 31, 2005.

3. MOSAID is proposing to submit an application to the Director under the OBCA pursuant to section 181 of the OBCA (the Application for Continuance) for authorization to continue (the Continuance) as a corporation under the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended (the CBCA).

4. Pursuant to clause 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. MOSAID is an offering corporation under the OBCA and a reporting issuer in all of the provinces and territories of Canada

6. MOSAID's Common Shares are listed for trading on the Toronto Stock Exchange.

7. Following the Continuance, MOSAID intends to remain a reporting issuer in Ontario and in the other jurisdictions in which it is currently a reporting issuer.

8. MOSAID is not in default under any provision of the Securities Act, R.S.O. 1990, c. S.5, as amended, (the Act) or the rules and regulations made under the Act and is not in default under the securities legislation of any other jurisdiction where it is a reporting issuer.

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

10. The Continuance of MOSAID under the CBCA was approved by the shareholders of MOSAID by special resolution at an annual and special meeting of shareholders (the Meeting) held on September 17, 2004.

11. The management proxy circular dated July 27, 2004, provided to all shareholders of MOSAID in connection with the Meeting, advised the holders of Common Shares of MOSAID of their dissent rights in connection with the Continuance pursuant to section 185 of the OBCA.

12. The principal reason for the Continuance is to enable MOSAID to benefit from recent amendments to the CBCA which, among other things, reduce the number of directors of a corporation organized under that statute who must be resident Canadians from a majority of directors to at least 25%. Due to the increasingly international nature of MOSAID's business, it is in the interests of MOSAID to be able to elect or appoint directors and to conduct its affairs in accordance with the CBCA.

13. Other than the difference in director residency requirements, the material rights, duties and obligations of a corporation governed by 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 MOSAID as a corporation under the CBCA.

February 1, 2005.

"Paul Moore"
"Lorne Morphy"