World Heart Corporation - 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., ss. 181, 185

Canada Business Corporations Act, R.S.C. 1985, c. C-144, as am.

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

Regulations Cited

Regulation made under the Business Corporations Act, Ont. Reg. 289/00, as am., s. 4(b).

August 5, 2005

IN THE MATTER OF

THE REGULATION MADE UNDER

THE BUSINESS CORPORATIONS ACT,

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

(THE OBCA)

ONTARIO REG. 289/00 (THE REGULATION)

AND

IN THE MATTER OF

WORLD HEART CORPORATION

CONSENT

(Clause 4(b) of the Regulation)

UPON the application of World Heart Corporation (WorldHeart) to the Ontario Securities Commission (the Commission) requesting a consent from the Commission for WorldHeart to continue into another jurisdiction pursuant to clause 4(b) of the Regulation;

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

AND UPON WorldHeart having represented to the Commission that:

1. WorldHeart was incorporated under the provisions of the OBCA on April 1, 1996. The registered office of WorldHeart is located at Suite 1400, 40 Elgin Street, Ottawa, Ontario, K1P 5K6 and its head office is located at 7799 Pardee Lane, Oakland, California, USA, 94621.

2. The authorized share capital of WorldHeart is comprised of an unlimited number of common shares (Common Shares), of which 55,779,550 Common Shares were issued and outstanding as of August 2, 2005.

3. WorldHeart is proposing to submit an application to the Director under the OBCA pursuant to section 181 of the OBCA (the Application for Continuance) for authorization to continue (the Continuance) as a corporation under the Canada Business Corporations Act, R.S.C. 1985, c.144, as amended (the CBCA).

4. Pursuant to clause 4(b) of the Regulation, where a corporation is an offering corporation (as such term is defined in the OBCA), the Application for Continuance must be accompanied by a consent from the Commission.

5. WorldHeart is an offering corporation under the OBCA and a reporting issuer under the Securities Act, R.S.O. 1990, c.S.5, as amended (the Act). WorldHeart is also a reporting issuer or the equivalent thereof in each of the other provinces of Canada.

6. WorldHeart's Common Shares are listed for trading on the Toronto Stock Exchange under the symbol "WHT" and quoted on The NASDAQ National Market under the symbol "WHRT".

7. Following the Continuance, WorldHeart intends to remain a reporting issuer in Ontario and in the other jurisdictions in which it is currently a reporting issuer or equivalent thereof.

8. WorldHeart is not in default under any provision of the Act or the rules and regulations made under the Act and is not in default under the securities legislation of any other jurisdiction in which it is a reporting issuer or equivalent thereof.

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

10. The Continuance of WorldHeart under the CBCA was approved by WorldHeart's shareholders by way of special resolution at an annual and special meeting of shareholders (the Meeting) held on July 18, 2005.

11. The management information circular of WorldHeart dated June 13, 2005, provided to all shareholders of WorldHeart in connection with the Meeting, advised the holders of Common Shares of WorldHeart of their dissent rights in connection with the Continuance pursuant to section 185 of the OBCA.

12. The principal reason for the Continuance is that the Corporation believes it to be in its best interests to conduct its affairs in accordance with the CBCA.

13. Other than the requirement under the OBCA that a majority of a corporation's directors be resident Canadians, as compared with the requirement under the CBCA that, subject to certain exceptions, only 25% of a corporation's directors need be resident Canadians, 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 WorldHeart as a corporation under the CBCA.