ROC Pref Corp. III - s. 4(b) of the Regulation

Headnote

Consent given to an offering corporation under the OBCA to continue under the BCBCA.

Statutes Cited

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

Business Corporations Act, S.B.C. 2002, c. 57.

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

Regulation Cited

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

September 26, 2006

IN THE MATTER OF

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

MADE UNDER

THE BUSINESS CORPORATIONS ACT

R.S.O. 1990, c.B.16, AS AMENDED (THE "OBCA")

AND

IN THE MATTER OF

ROC PREF III CORP.

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application (the Application) of ROC PREF II CORP. (the Corporation) to the Ontario Securities Commission (the Commission) requesting the consent of the Commission to continue into 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 the Corporation having represented to the Commission that:

1. the Corporation proposes to make application (the Application for Continuance) to the Director appointed under the OBCA for authorization to continue under the Canada Business Corporations Act, R.S.C. 1985, chapter C-44 (the CBCA), pursuant to section 181 of the OBCA;

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

3. the Corporation 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);

4. the Corporation is not a defaulting reporting issuer under the Act or the Regulation thereunder and, to the best of its knowledge, information and belief, is not a party to any proceeding under the Act;

5. the continuance of the Corporation under the CBCA has been proposed because the Corporation believes it to be in the best interests of the Corporation;

6. the sole voting shareholder of the Corporation will approved the continuance under the CBCA by special resolution on September 1, 2006; and

7. the Corporation intends to continue to be a reporting issuer in the Province of Ontario.

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 the Corporation under the CBCA.

"Robert L. Shirriff"

"Susan Wolburgh Jenah"