Atlantic Power Corporation - 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).

June 28, 2005

IN THE MATTER OF

R.R.O. 1990, REGULATION 289/00 (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

ATLANTIC POWER CORPORATION

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of Atlantic Power Corporation (the "Corporation") to the Ontario Securities Commission (the "Commission") requesting a consent from the Commission for the Corporation to continue in another jurisdiction pursuant to subsection 4(b) of the Regulation;

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

AND UPON the Corporation representing to the Commission that:

1. The Corporation was incorporated under the OBCA by certificate of incorporation on June 18, 2004 under the name 2048921 Ontario Limited. By articles of amendment dated September 13, 2004, the name of the Corporation was changed to Atlantic Power Corporation.

2. The Corporation's head office is located at 250 Yonge Street, Toronto, Ontario, M5B 2M6. Following completion of the Proposed Continuance, the registered office of the Corporation will be located at 355 Burrard Street, Vancouver, British Columbia, V6C 2G8.

3. The Corporation proposes to make an application to the Director under the OBCA pursuant to Section 181 of the OBCA (the "Application for Continuance") for authorization to continue as a corporation under the Business Corporations Act (British Columbia), S.B.C. 2002, c. 57 (the "BCBCA").

4. 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.

5. The Corporation is an offering corporation under the OBCA.

6. The Corporation's subsidiaries primarily conduct business in the United States.

7. Following the Proposed Continuance, the registered office of the Corporation will be located in Vancouver, British Columbia.

8. The annual and special meeting (the "Meeting") of the holders of common shares (the "Shareholders") of the Corporation (the "Common Shares") called to, among other things, consider the continuance of the Corporation from the OBCA to the BCBCA (the "Proposed Continuance") took place on June 8, 2005. The Shareholders approved the Proposed Continuance and consequently, assuming receipt of the requested consent, the Application for Continuance will be made, articles of continuance will be filed under the BCBCA and the Proposed Continuance will become effective.

9. The Corporation is, and has been since November 10, 2004, a reporting issuer under the Securities Act (Ontario), R.S.O. 1990, c. S.5, as amended (the "Act") and the securities legislation of each of the other provinces and territories of Canada that have a reporting issuer concept, (collectively, the "Legislation") and to the best of its knowledge, is not in default of any requirement under the Act or the Legislation.

10. The management information circular describing the Proposed Continuance (the "Information Circular"), which is dated May 9, 2005, has been printed and mailed to the Shareholders and was filed on the System for Electronic Document Analysis and Retrieval on May 13, 2005.

11. The authorized share capital of the Corporation consists of an unlimited number of Common Shares, of which, as at May 9, 2005, there were 36,800,000 Common Shares outstanding.

12. All of the issued and outstanding Common Shares of the Corporation are represented by income participating securities of the Corporation which are listed for trading on the Toronto Stock Exchange (the "TSX") under the symbol "ATP.UN".

13. The Corporation is not a party to any proceeding or, to the best of its knowledge, information and belief, any pending proceeding under the Act or the Legislation.

14. Full disclosure of the reasons for and implications of the Proposed Continuance is included on pages 4 and 5 of the Information Circular.

15. The material rights, duties and obligations of a corporation governed by the BCBCA are generally similar to those of a corporation governed by the OBCA. A table summarizing certain differences between the two statutes, which is not intended to be exhaustive, is included as Schedule "A" to the Information Circular.

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

THE COMMISSION HEREBY CONSENTS to the continuance of the Corporation under the BCBCA.