ZENON Environmental Inc. - s. 4(b) of the Regulation

Consent

Headnote

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the Business Corporations Act (British Columbia).

Statutes Cited

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

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

Regulations Cited

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

IN THE MATTER OF

ONT. REG. 289/00, AS AMENDED

(THE "REGULATION") MADE UNDER

THE BUSINESS CORPORATIONS ACT, R.S.O. 1990,

c. B.16, AS AMENDED (THE "OBCA")

AND

IN THE MATTER OF

ZENON ENVIRONMENTAL INC.

 

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of ZENON Environmental Inc. (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting consent (the "Request") from the Commission for the Applicant to continue in another jurisdiction, as required by subsection 4(b) of the Regulation;

AND UPON considering the Request and the recommendation of the Staff of the Commission;

AND UPON the Applicant having represented to the Commission that:

1. The Applicant was incorporated under the laws of Canada on December 10, 1957 and was continued under the OBCA effective August 11, 1992. The Applicant filed articles of amalgamation most recently on January 1, 2001. The head and registered office of the Applicant is located at 3239 Dundas Street West, Oakville, Ontario L6M 4B2.

2. The Applicant intends to apply to the Director under the OBCA for authorization to continue under the Business Corporations Act (Alberta) (the "ABCA"). Pursuant to subsection 4(b) of the Regulation, where a corporation is an offering corporation, its application for continuance under the laws of another jurisdiction must be accompanied by a consent from the Commission.

3. The Applicant is an offering corporation under the OBCA and is and intends to remain a reporting issuer under the Securities Act (Ontario) (the "Act").

4. The Applicant is not in default of any of the provisions of the Act or the regulations or rules made thereunder.

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 application for continuance under the ABCA is to be approved by the securityholders of the Applicant at the special meeting of securityholders scheduled to be held on May 3, 2006 (the "Meeting").

7. The continuance is being completed to permit the amalgamation by plan of arrangement of the Applicant with GE Acquireco ULC, an unlimited liability corporation created under the laws of Alberta.

8. Pursuant to 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.

9. The management information circular dated March 30, 2006 and filed on SEDAR has been provided to all shareholders in connection with the Meeting and advises shareholders of their dissent rights in respect of the continuance.

10. The material rights, duties and obligations of a corporation governed by the ABCA 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, subject to receipt of shareholder approval as aforesaid, to the continuance of the Applicant as a corporation under the ABCA.

DATED April 28, 2006.

"Robert L. Shirriff"
Commissioner
Ontario Securities Commission
 
"Suresh Thakrar"
Commissioner
Ontario Securities Commission