MP Western Properties Inc. - ss. 4(b) of the Regulation

Headnote

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

Statutes Cited

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

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

June 6, 2006

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

MP WESTERN PROPERTIES INC.

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of MP Western Properties Inc. (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting the consent of the Commission to continue in another jurisdiction pursuant to clause 4(b) of the Regulation (the "application for continuance");

AND UPON considering the application 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 OBCA on April 3, 1997 under the name Fuel Cell Technologies Corporation. By articles of arrangement dated April 1, 2006, the Applicant changed its name to MP Western Properties Inc. The Applicant's head office is located at Suite 305, 1788 West 5^th Avenue, Vancouver British Columbia, V6J 1P2.

2. the authorized share capital of the Applicant consists of an unlimited number of Class B Voting Common Shares (the "Common Shares") and an unlimited number of Class A Non-Voting Participating Shares ("Non-Voting Shares"), of which, as at May 31, 2006, there were 8,094,000 Common Shares and 3,628,373,024 Non-Voting Shares issued and outstanding.

3. all of the issued an outstanding Common Shares of the Applicant are listed for trading on the NEX board of the TSX Venture Exchange under the symbol "MPW.H".

4. the Applicant proposes to make an application to the Director under the OBCA pursuant to section 181 of the OBCA for authorization to continue (the "Continuance") under the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended ("CBCA");

5. the Applicant is an offering corporation under the provisions of the OBCA and a reporting issuer within the meaning of the Securities Act, R.S.O. 1990, c. S-5, as amended (the "Act").

6. the Applicant is a reporting issuer or the equivalent thereof in each of the provinces and territories of Canada and will remain a reporting issuer in Ontario and in the other provinces and territories of Canada in which it is a reporting issuer or the equivalent thereof after the Continuance;

7. pursuant to clause 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;

8. the Applicant is not in default of any of the provisions of the Act or the regulations thereto;

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

10. the Applicant's shareholders authorized the continuance of the Applicant as a corporation under the CBCA by special resolution at a special meeting of shareholders of the Corporation held on March 22, 2006;

11. the continuance under the CBCA has been proposed because the Corporation believes it to be in its best interest to conduct its affairs in accordance with the CBCA;

12. the material rights, duties and obligations of a corporation governed by the CBCA are substantially similar to those governed by the OBCA, other than the requirement under the OBCA that a majority of a corporation's directors be resident Canadians whereas the CBCA requires that, subject to certain exceptions, only one-quarter of a corporation's directors need be resident Canadians.

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 Applicant as a corporation under the CBCA.