McBroom Resources Inc. - s. 4(b) of the Regulation

IN THE MATTER OF

ONTARIO REGULATION 289/00, AS AMENDED

(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

McBROOM RESOURCES INC.

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application (the "Application") of McBroom Resources Inc. (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting a consent from the Commission to continue in another jurisdiction as required by subsection 4(b) of the Regulation;

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

AND UPON the Applicant having represented to the Commission that:

1. the Applicant was incorporated under the OBCA on October 16, 1997;

2. the authorized share capital of the Applicant consists of an unlimited number of common shares of which 1,725,000 common shares are issued and outstanding;

3. the Applicant is proposing to submit to the Director under the OBCA an application for authorization to continue (the "Continuance") under the Canada Business Corporations Act (the "CBCA") pursuant to section 181 of the OBCA (the "Application for Continuance");

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

5. the Applicant 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") and is not a reporting issuer or equivalent in any other jurisdiction;

6. the Applicant is not in default under any of the provisions of the Act or the regulations or rules made thereunder;

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

8. the shareholders of the Applicant were asked to consider and, if thought fit, pass a special resolution authorizing the Continuance, at an annual and special meeting of the shareholders of the Applicant held on January 10, 2008 (the "Meeting");

9. at the Meeting, shareholders were asked to consider a number of matters, including the Continuance, to be effected in conjunction with and conditional upon the amalgamation (the "Amalgamation") of the Applicant with Changfeng Energy Inc., a corporation incorporated under the CBCA. The special resolution authorizing the Continuance, among other things, was approved at the Meeting by 100% of the votes cast by holders of the Applicant's common shares. Upon completion of the amalgamation, the amalgamated company ("Amalco"), through its subsidiaries, will be engaged in the design and construction of natural gas distribution networks and the distribution of natural gas to residential and commercial customers in the People's Republic of China. In order to effect this amalgamation, both corporations must be governed by the same corporate legislation;

10. a joint information circular dated November 29, 2007 was mailed to shareholders of the Applicant and contains disclosure regarding the Continuance and Amalgamation, including a summary of shareholders' right to dissent under section 185 of the OBCA;

11. the TSX Venture Exchange (the "Exchange") has conditionally accepted the common shares of Amalco for listing;

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

13. Amalco intends to remain a reporting issuer in Ontario following the Amalgamation and would become a reporting issuer in Alberta and British Columbia upon the listing of its shares on the Exchange.

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

DATED at Toronto this 12th day of January, 2008