Impax Venture Fund Inc. - s. 4(b) of the Regulation

Headnote

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

Statutes Cited

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

Canada Business Corporations Act, R.S.C. 1985, c. C-44, as am.

Regulations Cited

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

December 8, 2006

IN THE MATTER OF

ONT. REG. 289/00 (THE "REGULATION")

MADE UNDER THE

BUSINESS CORPORATION ACT,

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

AND

IN THE MATTER OF

IMPAX VENTURE FUND INC.

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of Impax Venture Fund Inc. ("Impax") to the Ontario Securities Commission (the "Commission") requesting a consent from the Commission for Impax 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 Impax having represented to the Commission that:

1. Impax is proposing to submit an application to the Director under the Business Corporations Act (Ontario) (the "OBCA") pursuant to section 181 of the OBCA (the "Application for Continuance") for authorization to continue as a corporation under the Canada Business Corporations Act (the "CBCA").

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. Impax was incorporated under the OBCA by articles of incorporation dated November 1, 2002, which were amended by articles of amendment dated December 18, 2003 and November 25, 2005. The head office of Impax is located at 181 Bay Street, BCE Place, Suite 3740, Toronto, Ontario.

4. The authorized capital of the Corporation consists of an unlimited number of Class A Shares, issuable in series, and an unlimited number of Class B Shares. As of September 30, 2006, there were approximately 143,743 Class A Shares, Series I, 26,626 Class A Shares, Series II, 14,505 Class A Shares, Series III and 100 Class B Shares issued and outstanding.

5. Impax is an offering corporation under the OBCA and is a reporting issuer under the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act"). Impax intends to remain a reporting issuer in Ontario and will likely become a reporting issuer in other jurisdictions as a result of the amalgamation in which it intends to participate.

6. Impax is not in default under any provision of the Act or the regulations of the Act, nor under the securities legislation of any jurisdiction where it is a reporting issuer.

7. Impax is not a party to any proceeding nor, to the best of its knowledge, information and belief, any pending proceeding under the Act.

8. The Application for Continuance of Impax is to be approved by the shareholders of Impax by special resolution at the Annual and Special Meeting of shareholders (the "Meeting") scheduled to be held on December 7, 2006.

9. Pursuant to the Section 185 of the OBCA, all shareholders of record as of the record date for the Meeting are entitled to dissent rights with respect to the Application for Continuance (the "Dissent Rights").

10. The management information circular which will be dated on or about October 20, 2006 (the "Circular") will be provided to all shareholders in connection with the Meeting and will advise the shareholders of Impax of their Dissent Rights.

11. The principal reason for the Application for Continuance is to allow Impax to participate in an amalgamation transaction which would provide it and its shareholders with considerable benefits, as more particularly described in the Circular. In brief, Impax and Impax Venture Income Fund Inc., another labour sponsored investment fund managed by the same manager, are proposing to amalgamate pursuant to section 181 of the CBCA and continue thereafter by operation of law as one labour-sponsored venture capital corporation and as one labour sponsored investment fund that is governed by the CBCA, the Community Small Business Investment Funds Act (Ontario) and the Income Tax Act (Canada). In order to participate in such an amalgamation transaction, Impax would have to be granted the consent to continue into the federal jurisdiction.

12. 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 Impax as a corporation under the Canada Business Corporations Act.

"Harold P. Hands"

"Paul M. Moore"