Securities Law & Instruments

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., s. 181.

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

Regulations Cited

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

IN THE MATTER OF

ONTARIO REGULATION 289/00, AS AMENDED

(the Regulation) MADE UNDER THE

BUSINESS CORPORATIONS ACT (ONTARIO),

R.S.O. 1990 c. B.16, AS AMENDED (the OBCA)

AND

IN THE MATTER OF

NPN INVESTMENT GROUP INC.

 

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of NPN Investment Group Inc. (NPN Investment) to the Ontario Securities Commission (the Commission) requesting a consent from the Commission for NPN Investment to continue into another jurisdiction as required by subsection 4(b) of the Regulation;

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

AND UPON NPN Investment representing to the Commission that:

1. NPN Investment 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 (the Continuance) as a corporation under the Business Corporations Act (British Columbia), S.B.C. 2002, c. 57 (the BCBCA).

2. The authorized share capital of NPN Investment consists of an unlimited number of common shares (Common Shares) of which 13,725,000 Common Shares are issued and outstanding. The Common Shares are represented by income participating securities which are listed for trading on the TSX Venture Exchange under the symbol "NPN".

3. 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.

4. NPN Investment was formed pursuant to an incorporation on April 26, 2004 under the OBCA. NPN Investment's current registered office is located at 30 Chamberlain Street, Suite 205, Ottawa, Ontario K1S 1V9.

5. NPN Investment is an offering corporation under the OBCA and is a reporting issuer under the Ontario Securities Act, R.S.O. 1990, c. S.5, as amended (the Act). NPN Investment is also a reporting issuer under the securities legislation of British Columbia and Alberta.

6. NPN Investment is not in default under any provision of the Act or the regulations or rules made under the Act or under the securities legislation of any other jurisdiction where it is a reporting issuer.

7. NPN Investment is not a party to any proceedings or, to the best of its knowledge, information and belief, any pending proceedings under the Act or under the securities legislation of any other jurisdiction where it is a reporting issuer.

8. NPN Investment intends to remain a reporting issuer in Ontario, British Columbia and Alberta following the proposed continuance under the BCBCA.

9. The Continuance has been approved by NPN Investment's shareholders at a general meeting of the shareholders held on August 27, 2007 (the Meeting). The resolution approving the Continuance was approved by 100% of the votes cast.

10. NPN Investment's management and head office are located in British Columbia and the continuance is being proposed to move the jurisdiction of incorporation to the jurisdiction in which the business is being operated.

11. Following the proposed continuance, the registered office of NPN Investment will be located at 1500 Royal Centre, 1055 West Georgia Street, P.O. Box 11117, Vancouver, B.C., V6E 4N7.

12. Holders of Common Shares as of the date of the Meeting have the right to dissent from the proposed continuance under section 185 of the OBCA. The information circular dated July 20, 2007 describing the proposed continuance that was mailed to holders of Common Shares on August 8, 2007 disclosed full particulars of the dissent rights.

13. The material rights, duties and obligations of a corporation governed by the BCBCA 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 NPN Investment as a corporation under the BCBCA.

DATED this 20th day of November, 2007.

"Paul K. Bates"
Commissioner
Ontario Securities Commission
 
"Suresh Thakrar"
Commissioner
Ontario Securities Commission