E2 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.

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

Regulations Cited

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

October 7, 2005

IN THE MATTER OF

ONT. REG. 289/00 (the Regulation)

MADE UNDER THE BUSINESS CORPORATIONS ACT

R.S.O. 1990 C. B16, AS AMENDED (the OBCA)

AND

IN THE MATTER OF

E2 VENTURE FUND INC. (the Filer)

CONSENT

(Subsection 4(b) of the Regulation)

Background

The Filer has applied to the Ontario Securities Commission (the Commission) requesting a consent from the Commission for the Filer to continue in another jurisdiction (the Continuance) under subsection 4(b) of the Regulation.

Representations

The Filer has represented to the Commission that:

1. The Filer is proposing to submit 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 Canada Business Corporations Act, R.S.C. 1985, c. C-44 (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. The Filer was incorporated under the OBCA by articles of incorporation dated October 31, 2001, which articles were amended on December 28, 2001 and December 19, 2003. The head office of the Filer is located at 70 York Street, Suite 1400, Toronto, Ontario.

4. The authorized share capital of the Filer is comprised of an unlimited number of Class A Shares, in series and Class B Shares, of which 1,480,076.5 Class A Shares, Series I, 84,058.4 Class A Shares, Series II, 165,320.7 Class A Shares, Series III and 100 Class B Shares were issued and outstanding as of September 15, 2005.

5. The Filer 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). The Filer intends to remain a reporting issuer in Ontario will likely become a reporting issuer in other jurisdictions as a result of the amalgamation in which it intends to participate.

6. The Filer 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. The Filer 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 the Filer is to be approved by the shareholders of the Filer by special resolution at the Annual and Special Meeting of shareholders (the Meeting) scheduled to be held on November 18, 2005.

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 14, 2005 (the Circular) will be provided to all shareholders in connection with the Meeting and will advise the shareholders of the Filer of their Dissent Rights.

11. The principal reason for the Application for Continuance is to allow the Filer 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, the Filer and five other labour sponsored investment funds all managed by affiliated managers 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. In order to participate in such an amalgamation transaction, the Filer 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.

Consent

The Commission is satisfied that granting this consent would not be prejudicial to the public interest.

The Commission consents to the Continuance of the Filer as a corporation under the CBCA.