VoiceIQ Inc. - ss. 4(b) of Ont. Reg. 289/00

Headnote

Consent given to an OBCA Corporation to continue under the laws of Alberta.

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., 181.

Securities Act, R.S.O. 1990, c. S.5., as am.

Regulations Cited

Regulation made under the Business Corporations Act, Ont. Reg. 289/00, ss. 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

VOICEIQ INC.

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of VoiceIQ Inc. ("VoiceIQ" or the "Corporation") to the Ontario Securities Commission (the "Commission") requesting a consent from the Commission for VoiceIQ to continue in another jurisdiction pursuant to subsection 4(b) of the Regulation;

AND UPON considering the application and the recommendation of the staff of the Commission;

AND UPON VoiceIQ representing to the Commission that:

1. VoiceIQ 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, as amended (the "ABCA").

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

3. On November 19, 2004, VoiceIQ announced that it had entered into an agreement (the "Arrangement Agreement") providing for the Arrangement to recapitalize and reorganize its business. The Arrangement consists of two parts, the "Creditors' Arrangement", and the "Shareholders' Arrangement".

4. The Shareholders' Arrangement provides for a reorganization of VoiceIQ and its business, pursuant to which the Shareholders will (i) maintain their interests in VoiceIQ's existing business, through VoiceIQ's subsidiary VIQ Solutions Inc. ("Techco"), and (ii) retain their interests in VoiceIQ which will acquire producing oil and natural gas assets and be continued under the ABCA. Essentially, VoiceIQ will (i) transfer the assets comprising its existing business to Techco, its subsidiary, (ii) distribute common shares of Techco (the "Techco Shares") and "new" common shares in VoiceIQ (the "New Common Shares") to the Shareholders, such that Shareholders hold direct interests in both, and (iii) raise capital, acquire oil and gas exploration and production assets, change its name to "Yoho Resources Inc." and be continued under the ABCA. A material portion of the oil and gas exploration and production assets acquired by VoiceIQ pursuant to the Arrangement will be located in the Provinces of Alberta and Saskatchewan.

5. As noted above, pursuant to the Arrangement, the assets relating to VoiceIQ's existing business will be transferred to Techco.

6. On November 23, 2004, VoiceIQ obtained an interim order (the "Interim Order") of the Ontario Superior Court of Justice (the "Court"), under section 182 of the OBCA, providing for the calling and holding of the Meeting and other procedural matters. The Meeting is anticipated to be held on or about December 20, 2004.

7. The Interim Order provides that the resolution of the Shareholders concerning the Arrangement (the "Arrangement Resolution") requires the approval of not less than 66 2/3% of the aggregate votes cast by the Shareholders, voting together as a single class, present in person or by proxy at the Meeting. Each Shareholder is entitled to one vote for each Common Share held.

8. VoiceIQ was incorporated pursuant to the laws of the Province of Alberta by certificate of incorporation on July 12, 1993 under the name Torque Industries Inc. On March 15, 1994, the Corporation acquired The BCB Technology Group Inc. ("BCB Technology"), a private Ontario corporation, through a share exchange. By articles of amendment dated March 18, 1994, the name of the Corporation was changed to BCB Holdings Inc. By articles of continuance dated October 1, 1996, the Corporation was continued under the laws of Ontario. By articles of amendment dated August 17, 1998 and August 31, 1998, the Corporation changed its name to BCB Voice Systems Inc. and consolidated its common shares on a 10-for-one basis. By articles of amendment dated October 4, 2000, the Corporation changed its name to its present name VoiceIQ Inc.

9. The Corporation's head office is Bankers Hall, 888 3rd St. S.W., Suite 1031, Calgary, Alberta, T2P 5C5 and principal place of business is located at 100 Allstate Parkway, Suite 200, Markham, Ontario. Following completion of the Arrangement, the registered office of the Corporation will be located at #1400, 350-7th Avenue SW, Calgary, Alberta T2P 3N9.

10. VoicIQ is an offering corporation under the OBCA and is a reporting issuer under the Securities Act (Ontario) R.S.O. 1990, c. S.5, as amended (the "Act") and is also a reporting issuer in each of the provinces of British Columbia and Alberta.

11. VoiceIQ's issued and outstanding Common Shares are currently listed for trading on the TSX Venture Exchange ("TSXV"). Upon the closing of the Arrangement, the Common Shares will be voluntarily delisted from the TSXV. VoiceIQ then intends to make application to list the New Common Shares on the TSXV.

12. VoiceIQ is not in default under any provisions of the Act or the regulations made under the Act.

13. VoiceIQ is not a party to any proceeding or, to the best of its knowledge, information and belief, any pending proceeding under the Act.

14. The Arrangement will require the approval of the Shareholders, voting as ordered in the Interim Order of the Court, and of the Court. In considering whether to approve the arrangement, the Court will consider whether the Arrangement is fair to such Shareholders.

15. Holders of Common Shares will have the right to dissent from the Arrangement under Section 185 of the OBCA, and the Information Circular discloses full particulars of this right in accordance with applicable law.

16. Following the Arrangement, VoiceIQ will not conduct any material business activities or have any material assets in Ontario;

17. Following the Arrangement, a substantial portion of VoiceIQ's assets and operations will be located in Alberta;

18. Following the Arrangement, each director of VoiceIQ will be resident in Alberta;

19. Following the Arrangement, the registered office and head office of VoiceIQ will be located in Alberta;

AND UPON the Commission being satisfied that to do so is not prejudicial to the public interest;

THE COMMISSION HEREBY CONSENTS to the continuance of VoiceIQ as a corporation under the ABCA.

December 17, 2004.