Securities Law & Instruments

Headnote

Subsection 4(b) of Regulation 289/00 made under the Business Corporations Act (Ontario) -- application for consent of the Commission to continue in another jurisdiction -- continuance of mutual fund corporation as a corporation under the Business Corporations Act (Alberta).

Applicable Legislative Provisions

Regulation 289/00 made under the Business Corporations Act (Ontario), s. 4(b).

IN THE MATTER OF

R.R.O. 1990, REGULATION 289/00

(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

OILSANDS CANADA CORPORATION

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of OilSands Canada Corporation (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting the consent (the "Request") of the Commission for the Applicant to continue in another jurisdiction (the "Continuance"), pursuant to 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 OBCA pursuant to articles of incorporation dated June 1, 2007, as amended by articles of amendment dated August 1, 2007.

2. The Applicant's registered and head office is 1 First Canadian Place, 100 King Street West, 58th Floor, P.O. Box 192, Toronto, Ontario, M5X 1A6.

3. The Applicant 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 (Alberta), R.S.A. 2000, c. B-9 ("ABCA").

4. Pursuant to subsection 4(b) of the Regulation, where a corporation is an offering corporation under the OBCA, the Application for Continuance must be accompanied by a consent from the Commission.

5. The Applicant is an offering corporation under the OBCA.

6. The authorized capital of the Applicant consists of an unlimited number of shares designated as "Equity Shares" and an unlimited number of shares designated as "Class M Shares". As of January 25, 2010, 1,940,202 Equity Shares and 100 Class M Shares were issued and outstanding.

7. The Application for Continuance has been authorized by the holders of the Class M Shares, which are the only securityholders of the Applicant entitled to vote on the proposed Continuance under section 181 of the OBCA or under the articles of the Applicant.

8. All of the issued and outstanding Equity Shares are listed for trading on the Toronto Stock Exchange (the "TSX") under the symbol "OCF" and all of the issued and outstanding Equity Share purchase warrants are listed for trading on the TSX under the symbol "OCF.WT".

9. The Applicant is 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 (the "Legislation"). The Applicant is not in default of any requirement under the Act or the Legislation.

10. The Applicant intends to continue to be a reporting issuer under the Act and the Legislation following the proposed Continuance.

11. 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 or the Legislation.

12. The Applicant is not party to any proceeding under the OBCA and to the best of its knowledge, information and belief, is not party to any pending proceeding under the OBCA.

13. Following the proposed Continuance, the Applicant's registered office will be located in Calgary, Alberta.

14. The Applicant believes that the proposed Continuance will not materially adversely affect the rights of the Applicant's shareholders or the conduct of the business and affairs of the Applicant.

15. 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 to the Continuance of the Applicant as a corporation under the ABCA.

DATED at Toronto on this 19th day of February, 2010.

"David L. Knight"
Commissioner
Ontario Securities Commission
 
"Margot C. Howard"
Commissioner
Ontario Securities Commission