Securities Law & Instruments


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

Statutes Cited

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

Business Corporations Act, S.B.C. 2002, c. 57

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)

May 6, 2005




R.S.O. 1990 C. B.16, AS AMENDED (THE OBCA)






(Subsection 4(b) of the Regulation)

UPON the application (the Application) of Medical Facilities Corporation (the Corporation) to the Ontario Securities Commission (the Commission) requesting a consent from the Commission for the Corporation to continue in another jurisdiction pursuant to subsection 4(b) of the Regulation;

AND UPON considering the Application and recommendation of the staff of the Commission;

AND UPON the Corporation representing to the Commission that:

1. The Corporation was incorporated under the OBCA by a certificate of incorporation on January 12, 2004 under the name Medical Facilities Corp. By articles of amendment dated February 23, 2004, the name of the Corporation was changed to Medical Facilities Corporation.

2. The Corporation's registered and head office is 250 Yonge Street, Toronto, Ontario, M5B 2M6. Following completion of the Proposed Continuance (as defined in paragraph 12, below), the registered office of the Corporation will be located at 355 Burrard Street, Vancouver, British Columbia, V6C 2G8.

3. The Corporation proposes to make an application to the Director under the OBCA pursuant to Section 181 of the OBCA (the Application for Continuance) for authorization to continue as a corporation under the Business Corporations Act (British Columbia), S.B.C. 2002, c. 57 (the BCBCA).

4. Pursuant to subsection 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. The Corporation is an offering corporation under the OBCA.

6. All of the issued and outstanding common shares of the Corporation (the Common Shares) are represented by income participating securities of the Corporation which are listed for trading on the Toronto Stock Exchange (the TSX) under the symbol "DR.UN".

7. Following the Proposed Continuance, the registered office of the Corporation will be located in Vancouver, British Columbia.

8. The Corporation is, and has been since March 17, 2004, a reporting issuer under the Securities Act (Ontario), R.S.O. 1990, c. S.5, as amended (the Act) and the securities legislation of each of the other provinces and territories of Canada that have a reporting issuer concept (collectively, the Legislation) and, to the best of its knowledge, is not in default of any requirement under the Act or the Legislation.

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

10. The principal place of business of the Corporation's subsidiaries is the State of South Dakota.

11. While the Corporation's subsidiaries currently conduct business solely in the United States, and there are no current plans to conduct business in Canada, management anticipates that the most likely Canadian jurisdiction in which its subsidiaries may conduct business in the future would be the Province of British Columbia.

12. The annual and special meeting (the Meeting) of the holders of Common Shares (the Shareholders) called to, among other things, consider the continuance of the Corporation from the OBCA to the BCBCA (the Proposed Continuance) is scheduled for May 11, 2005. If approval of the Shareholders is obtained, the Application for Continuance would be made, articles of continuance would be filed under the BCBCA and the Proposed Continuance would become effective.

13. The management information circular describing the Proposed Continuance (the Information Circular), which is dated March 28, 2005, has been printed and mailed to the Shareholders and was filed on the System for Electronic Document Analysis and Retrieval on April 13, 2005.

14. Full disclosure of the reasons for and implications of the Proposed Continuance is included in the Information Circular.

15. The OBCA provides that the resolution of the Shareholders concerning the Continuance (the Continuance Resolution) requires the approval of not less than 66 2/3% of the aggregate votes cast by the Shareholders present in person or by proxy at the Meeting. Each Shareholder is entitled to one vote for each Common Share held.

16. The Shareholders will have the right to dissent from the Proposed Continuance under Section 185 of the OBCA, and the Information Circular discloses full particulars of this right in accordance with applicable law.

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

THE COMMISSION HEREBY CONSENTS to the continuance of the Corporation under the BCBCA.

"Paul K. Bates"
"H. Lorne Morphy"