Securities Law & Instruments

Headnote

Consent given to an offering corporation underthe OBCA to continue under the CBCA.

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 CorporationsAct, R.R.O. 1990, Reg. 289/00, as am., s. 4(b).

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

CANADA WEST CAPITAL INC.

 

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of Canada West CapitalInc. (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 Director underthe 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 onJune 14, 1988;

5. the authorized capital of the Applicantconsists of an unlimited number of common shares, of whichapproximately 2,615,823 are outstanding;

6. the Applicant's issued and outstandingcommon shares are currently listed for trading on the NEXboard of the TSX Venture Exchange;

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 was approved at an annual and specialmeeting of shareholders of the Applicant held on October 10,2003;

11. the continuance is proposed to be madein order for the Applicant to conduct its business 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.

October 31, 2003.

"Paul Moore"
"Suresh Thakra"