Securities Law & Instruments

Headnote

Consent given to OBCA corporation to continueunder the Canada Business Corporations Act, R.S.C. 1985, c.C-44.

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 CorporationAct, R.R.O., Reg. 62, as am by Reg. 290/00, s. 4(b).

Regulation made under the Securities Act, R.R.O.1990, Reg. 1015, as am.

IN THE MATTER OF

THE REGULATIONS MADE UNDER

THE BUSINESS CORPORATIONSACT (ONTARIO),

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

R.R.O. 1990, REGULATION 289/00,AS AMENDED (the "Regulation")

AND

IN THE MATTER OF

724 SOLUTIONS INC.

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of 724 SolutionsInc. (the "Applicant") to the Ontario Securities Commission(the "Commission") requesting the consent of the Commissionto continue into another jurisdiction pursuant to subsection4(b) of the Regulation;

AND UPON considering the Applicationand the recommendation of the staff of the Commission;

AND UPON the Applicant having representedto the Commission that:

1. the Applicant proposes to make an application(the "Application for Continuance") to the Directorunder the OBCA pursuant to section 181 of the OBCA for authorizationto continue under the Canada Business Corporations Act,R.S.C. 1985, c. C-44 (the "CBCA");

2. the Applicant is an offering corporationunder the provisions of the OBCA and a reporting issuer withinthe meaning of the Securities Act (Ontario) (the "Act");

3. pursuant to clause 4(b) of the Regulation,where the corporation is an offering corporation, the Applicationfor Continuance must be accompanied by the consent of theCommission;

4. the Applicant is a corporation existingunder the OBCA by virtue of its incorporation thereunder onJuly 28, 1997;

5. the authorized capital of the Applicantconsists of an unlimited number of common shares, of whichapproximately 59,833,492 are outstanding, and an unlimitednumber of preference shares, none of which are currently outstanding;

6. the Applicant's issued and outstandingcommon shares are listed for trading on the Toronto StockExchange and the NASDAQ Stock Market;

7. the Applicant is not in default of anyrequirements of the Act or the regulations or rules promulgatedthereunder;

8. the Applicant is not a party to any proceedingor to the best of its knowledge, information or belief, anypending proceeding under the Act;

9. the Applicant currently intends to continueto be a reporting issuer under the Act;

10. the Applicant's continuance under theprovisions of the CBCA is to be approved at a special meetingof shareholders of the Applicant to be held on April 24, 2003;

11. the continuance is proposed to be madein order for the Applicant to conduct its business and affairsin accordance with the provisions of the CBCA; and

12. the material rights, duties and obligationsof a corporation existing under the CBCA are substantiallysimilar to those of a corporation governed by the OBCA.

AND UPON the Commission being satisfiedthat to do so would not be prejudicial to the public interest;

THE COMMISSION HEREBY CONSENTS to thecontinuance of the Applicant as a corporation under the CBCA.

April 11, 2003.

"Paul M. Moore"
"Robert L. Shirriff"