Capital Alliance Ventures Inc. - s. 62(5)

Headnote

Application by labour sponsored investment fund for extension of prospectus lapse date to allow sufficient time to consider proposed fund merger.

Applicable Provisions:

Securities Act, R.S.O. 1990, c. S.5 as am., s. 62(5).

October 24, 2005

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, C. S.5, AS AMENDED (the Act)

AND

IN THE MATTER OF

CAPITAL ALLIANCE VENTURES INC. (the Filer)

ORDER

(Subsection 62(5) of the Act)

Background

The Commission has received an application from the Filer for an order under subsection 62(5) of the Act that the time periods prescribed by the Act for the renewal of the prospectus dated October 27, 2004 (the Prospectus) for the Class A shares of the Filer (the Class A Shares) be extended to those time periods that would be applicable if the lapse date of the Prospectus was December 30, 2005 (the Requested Relief).

Representations

This order is based on the following facts represented by the Filer:

1. The Filer is a corporation incorporated under the Canada Business Corporations Act by articles of incorporation dated July 29, 1994, as amended.

2. The Filer is registered as a labour sponsored investment fund under the Community Small Business Investment Funds Act (Ontario) and a labour-sponsored venture capital corporation under the Income Tax Act (Canada). The Filer is a mutual fund pursuant to the Act.

3. The manager of the Filer is Fullarton Capital Corporation (the Manager).

4. Under the Act, the lapse date for distribution of Class A Shares under the Prospectus is October 27, 2005 (the Lapse Date).

5. It is currently proposed that the Filer will convene a shareholder meeting on or about November 23, 2005 for the approval of the merger of the Filer with GrowthWorks Canadian Fund Ltd., as well as Canadian Science and Technologies Growth Fund Inc. and GrowthWorks Opportunity Fund Ltd., each of which are other labour-sponsored investment funds managed by the Manager or an affiliate of the Manager. The proposed merger would, assuming required regulatory and shareholder approvals are obtained, be completed on or about November 30, 2005. In the event that the proposed merger receives required approvals, the Filer's Prospectus will not be renewed.

6. Under the Lapse Date for the Prospectus, the Filer would be required to file final materials by November 6, 2005 and receive a receipt for same by November 16, 2005, prior to the special meeting of the Filer's shareholders. The Lapse Date extension is therefore requested in order that the Filer may avoid the expense related to the prospectus renewal in the event that the proposed merger proceeds.

7. Other than the proposed merger, which was disclosed via a prospectus amendment dated June 28, 2005, a press release dated June 27, 2005 and a material change report dated June 29, 2005, there have been no material changes to the affairs of the Filer since the date of the Prospectus.

Order

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

The order of the Commission under the Act is that the Requested Relief is granted.