JPY Holdings Ltd. - s. 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., 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,

R.S.O. 1990, c. B.16, AS AMENDED

(the "OBCA")

AND

IN THE MATTER OF

JPY HOLDINGS LTD.

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of JPY Holdings Ltd. (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting a consent (the "Request") from the Commission for the Applicant to continue into another jurisdiction (the "Continuance"), 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 the Province of British Columbia on May 13, 1985 and was continued under the laws of the Province of Ontario on June 29, 1993.

2. The Applicant's head office is located at 595 Howe Street, Suite 900, Vancouver, British Columbia, V6C 2T5. The Applicant's registered office is located at 40 King Street West, Suite 2100, Toronto, Ontario, M5H 3C2. Following the proposed Continuance, the Applicant's registered office will be located at 595 Howe Street, Suite 900, Vancouver, British Columbia, V6C 2T5.

3. The authorized share capital of the Applicant consists of an unlimited number of common shares (the "Common Shares") and an unlimited number of first preference shares (the "First Preference Shares"). As at November 5, 2007, 8,269,659 Common Shares are issued and outstanding and nil First Preference Shares are issued and outstanding.

4. The Applicant's outstanding common shares were listed and posted for trading on the NEX Board of the TSX Venture Exchange under the symbol "JPY", but were delisted on March 30, 2005 following the Applicant's failure to pay required filing fees.

5. The Commission issued a cease trade order against the Applicant on June 18, 2003 (the "Ontario CTO") as a result of the Applicant's failure to file certain financial statements and management's discussion and analysis of financial condition and results of operations. The Commission revoked the Ontario CTO on October 29, 2007.

6. The British Columbia Securities Commission (the "BCSC") and the Alberta Securities Commission (the "ASC") also issued cease trade orders dated June 3, 2003 and September 12, 2003, respectively. Such cease trade orders were revoked by the BCSC and ASC on October 26, 2007 and October 29, 2007, respectively.

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

8. Pursuant to subsection 4(b) of the Regulation, where a corporation is an offering corporation under the OBCA, an application for authorization to continue in another jurisdiction under section 181 of the OBCA must be accompanied by a consent from the Commission.

9. The Applicant is an offering corporation under the OBCA and is a reporting issuer under the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act"). The Applicant is also a reporting issuer in British Columbia and Alberta.

10. Following the Continuance, the Applicant intends to remain a reporting issuer in Ontario, British Columbia and Alberta.

11. The Applicant is not in default of any of the provisions of the Act or the regulations or rules made thereunder and is not in default under the securities legislation of British Columbia or Alberta.

12. The Applicant is not a party to any proceeding or, to the best of its knowledge, information and belief, pending proceeding under the Act or under the securities legislation of British Columbia or Alberta.

13. The proposed Continuance was approved by the shareholders of the Applicant by special resolution at the Applicant's annual and special meeting (the "Meeting") held on September 27, 2007. The special resolution authorizing the continuance was approved at the Meeting by 100% of the votes cast.

14. Pursuant to section 185 of the OBCA, all shareholders of record as of the record date of the Meeting are entitled to dissent rights with respect to the resolution approving the Continuance.

15. The management information circular dated August 27, 2007, provided to all shareholders of the Applicant in connection with the Meeting, advised registered shareholders of their dissent rights.

16. The Continuance has been proposed as the Applicant's head office is located in British Columbia and it no longer has any connection to Ontario other than its incorporation and believes it to be in its best interest to conduct its affairs in accordance with the CBCA.

17. The material rights, duties and obligations of a corporation governed by the CBCA 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 CBCA.

Dated this 9th day of November, 2007.