WFI Industries Ltd. - ss. 4(b) of Reg. 289 of the OBCA

Headnote

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

Applicable Ontario Statutory Provisions

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181.

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

Regulations Cited

Regulations made under the Business Corporations Act, R.R.O., Reg. 289/00, ss. 4(b).

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

WFI INDUSTRIES LTD.

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application (the Application) of WFI Industries Ltd. (the Applicant) to the Ontario Securities Commission (the Commission) requesting the consent of the Commission for the Applicant 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 is a corporation existing under the provisions of the OBCA. The registered office of the Applicant is located at 2500, 20 Queen Street West Toronto, ON M5H 3S1;

2. The Applicant is an offering corporation under the provisions of the OBCA and a reporting issuer within the meaning of the Securities Act (Ontario) (the Act);

3. The Applicant is proposing to submit an application to the Director under the OBCA for authorization to continue in another jurisdiction pursuant to Section 181 of the OBCA (the Application for Continuance);

4. Pursuant to subsection 4(b) of the Regulation, where an applicant corporation is an offering corporation, the Application for Continuance must be accompanied by the consent of the Commission;

5. The Applicant is not a reporting issuer in any jurisdiction other than Ontario and British Columbia;

6. The Applicant intends to remain a reporting issuer in Ontario and British Columbia;

7. The Applicant is not in default of any of its obligations under the securities legislation of Ontario or British Columbia;

8. The Applicant is not a party to any proceeding or to the best of its knowledge, information and belief, pending proceeding under the OBCA or under the securities legislation of Ontario or British Columbia;

9. The Applicant's shareholders authorized the continuance of the Applicant as a corporation under the Business Corporations Act (Canada) (the CBCA) by special resolution at a shareholders meeting held on May 5, 2004;

10. The principal reason for the continuance to the CBCA is that the Applicant's Management believes that the interests of the Applicant will be better served under the CBCA by providing the Applicant with greater flexibility in attracting experienced directors of any nationality to serve the Applicant; and

11. The Applicant's material rights, duties and obligations under the CBCA will be substantially similar to those under 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.

September 8, 2004.