724 Solutions Inc. - s. 1(6) of the OBCA

Headnote

Issuer deemed to have ceased to be offering its securities to the public under the OBCA.

Statute Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 1(6).

September 26, 2006

IN THE MATTER OF

THE BUSINESS CORPORATIONS ACT

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

(the "OBCA")

AND

IN THE MATTER OF

724 SOLUTIONS INC.

ORDER

(Subsection 1(6) of the OBCA)

UPON the application of 724 Solutions Inc. (the "Applicant") for an order pursuant to section 1(6) of the OBCA that the Applicant be deemed to have ceased to be offering securities to the public;

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

AND UPON the Applicant having represented to the Commission that:

1. the Applicant has its head office in Toronto, Ontario

2. the authorized capital of the Applicant consists of an unlimited number of common shares, and of an unlimited number of preferred shares;

3. all of the issued and outstanding securities of the Applicant, including debt securities, are beneficially owned, directly or indirectly, 724 Holdings, Inc.;

4. the Applicant is an "offering corporation" as defined in the OBCA;

5. no securities of the Applicant are traded on a marketplace as defined in National Instrument 21-101 - Marketplace Operation;

6. the Applicant is not in default of any of its obligations as a reporting issuer under the Securities Act (Ontario), other than its obligation to file its second quarter interim financial statements, interim management discussion and analysis and interim CEO and CFO certificates (the "Filings"), which were due on August 14, 2006. As the plan of arrangement resulted in 724 Holdings, Inc. becoming sole beneficial holder of all of the Applicant's common share one day after the Filings were due, the Filings were not prepared or filed as required;

7. the Applicant has applied for relief to cease to be a reporting issuer in all of the jurisdictions in Canada in which it is currently a reporting issuer; and

8. the Applicant does not intend to seek public financing by way of an offering of its securities;

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

IT IS ORDERED, pursuant to subsection 1(6) of the OBCA, that the Applicant is deemed to have ceased to be offering its securities to the public for the purposes of the OBCA.