MDC Partners Inc. - ss. 4(b) of Reg. 289/00

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., 181.

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).

IN THE MATTER OF

ONT. REG. 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

MDC PARTNERS INC.

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of MDC Partners Inc. (the "Applicant") 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 Applicant having represented to the Commission that:

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

2. the Applicant is a reporting issuer within the meaning of the Securities Act (Ontario) (the "Act"), and a reporting issuer or its equivalent in British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland;

3. the Applicant is not in default of any requirements of the Act or the regulations or rules promulgated thereunder or the applicable securities legislation in any other jurisdiction;

4. the Applicant is an offering corporation under the provisions of the OBCA;

5. pursuant to clause 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;

6. the Applicant is a corporation existing under the OBCA by virtue of its Certificate of Amalgamation effective January 1, 2004;

7. the authorized capital of the Applicant consists of an unlimited number of Class A Subordinate Voting Shares, of which 19,884,339 were outstanding as at April 15, 2004, an unlimited number of Class B Shares of which 2,502 were outstanding as at April 15, 2004, and an unlimited number of non-voting Preference Shares, issuable in series, in an unlimited number of which 5,000 Series 1 Preference Shares, 700,000 Series 2 Preference Shares and an unlimited number of Series 3 Preference Shares have been designated, none of which are outstanding;

8. the Applicant's issued and outstanding Class A Subordinate Voting Shares are listed for trading on the Toronto Stock Exchange and the NASDAQ National Market;

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

10. the Applicant currently intends to continue to be a reporting issuer under the Act;

11. the Applicant's continuance under the provisions of the CBCA is to be approved at a special meeting of shareholders of the Applicant to be held on May 27, 2004;

12. the continuance is proposed to be made in order for the Applicant to conduct its business and affairs in accordance with the provisions of the CBCA; and

13. the material rights, duties and obligations of a corporation existing under the CBCA are substantially similar to those of a corporation governed by the OBCA.

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 Applicant as a corporation under the CBCA.

May 13, 2004.