Securities Law & Instruments

June 15, 2009

Osler, Hoskin, & Harcourt LLP
Box 50, 1 First Canadian Place
Toronto, Ontario
M5X 1B8

Attention: Mary Sum

Dear Ms. Sum

Re:
NewGrowth Corp. (the "Issuer")

Further to your correspondence of May 29, 200, as supplemented by your further correspondence of June 11, 2009 (collectively the request for consent correspondence), we understand that the Issuer has requested the consent of the Director of the Ontario Securities Commission to the release of the following shares from escrow:

T. Hugh McNabney
1,000 Class B Shares

This will confirm that, based upon the representations contained in the request for consent correspondence, the Director consents to the release of the above shares from escrow.

This letter does not constitute an exemption from the provisions of the Securities Act (Ontario) and regulations thereunder which may require a shareholder to have complied with certain terms and conditions prior to or after any sale of its shares.

If you have any questions or require anything further in connection with this matter, please contact Doug Welsh, Senior Legal Counsel, at (416) 593-8068 or dwelsh@osc.gov.on.ca.

Yours truly,

"Rhonda Goldberg"
Manager, Investment Funds Branch