Consent given to OBCA corporation to continue under the Canada Business Corporations Act
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.
Regulation made under the Business Corporations Act, Reg. 289/00, as am., s. 4(b)
August 23, 2005
IN THE MATTER OF
THE REGULATIONS MADE UNDER
THE BUSINESS CORPORATIONS ACT, R.S.O. 1990,
c.B-16, AS AMENDED (the OBCA)
ONTARIO REG. 289/00 (the Regulation)
IN THE MATTER OF
MAGINDUSTRIES CORP. (the Filer)
(Subsection 4(b) of the Regulation)
The Filer has applied to the Ontario Securities Commission (the Commission) requesting a consent of the Commission for the Filer to continue into another jurisdiction (the Continuance) under subsection 4(b) of the Regulation.
The Filer has represented to the Commission that:
1. The Filer proposes to make an application (the Application for Continuance) to the Director under the OBCA pursuant to section 181 of the OBCA for authorization to continue under the Canada Business Corporations Act, R.S.C. 1985, c. C-44 (the CBCA).
2. The Filer is a reporting issuer within the meaning of the Securities Act (Ontario) (the Act), and a reporting issuer or its equivalent in British Columbia and Alberta.
3. The Filer is not in default of any requirements of the Act or the regulations or rules promulgated thereunder or the applicable securities legislation in any other jurisdiction.
4. The Filer is an offering corporation under the provisions of the OBCA.
5. Under subsection 4(b) of the Regulation, where the corporation is an offering corporation, the Application for Continuance must be accompanied by the consent of the Commission.
6. The Filer is a corporation existing under the OBCA by virtue of its Certificate of Amalgamation effective October 23, 1997 and its registered office is located at Suite 1200, 95 Wellington Street West, Toronto, Ontario M5H 2Z9.
7. The authorized capital of the Filer consists of an unlimited number of common shares, of which 92,460,248 were outstanding as at August 5, 2005.
8. The Filer's issued and outstanding common shares are listed for trading on the TSX Venture Exchange.
9. The Filer is not a party to any proceeding or to the best of its knowledge, information and belief, any pending proceeding under the Act.
10. Following the Continuance, the Filer currently intends to continue to be a reporting issuer in Ontario and in the other jurisdictions where it is a reporting issuer.
11. 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 September 23, 2005.
12. The Continuance is proposed to be made in order for the Filer to conduct its business and affairs in accordance with the provisions of the CBCA. The Continuance under the CBCA has been proposed as the Filer believes the CBCA has more flexible provisions with respect to board and committee residency requirements, location of registered office, shareholder proposal, proxy solicitation and other business aspects of a corporation.
13. 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.
The Commission is satisfied that granting this consent would not be prejudicial to the public interest.
The Commission consents to the Continuance of the Filer as a corporation under the CBCA.