Subsection 83.1(1) - issuer deemed to be a reporting issuer in Ontario - issuer hasbeen reporting issuer in British Columbia for more than 12 months and in Alberta sinceNovember 26, 1999 - issuer listed and posted for trading on the Canadian VentureExchange - continuous disclosure requirements of British Columbia and Albertasubstantially similar to those of Ontario
Applicable Ontario Statutory Provisions
Securities Act, R.S.O. 1990, c.S.5, as am., s. 83.1(1)
CHAPTER S.5, AS AMENDED (THE "ACT")
IN THE MATTER OF
LOOK COMMUNICATIONS INC.
UPON the application of Look Communications Inc. ("Look") for an order pursuantto subsection 83.1(1) of the Act deeming Look to be a reporting issuer for the purposes ofOntario securities law;
AND UPON considering the application and the recommendation of the staff of theCommission;
AND UPON Look representing to the Commission as follows:
1. Look is a corporation governed by the Canada Business Corporations Act (the"CBCA") and was formed through a court-approved plan of arrangement (the"Arrangement") under the CBCA which resulted in the amalgamation of LookCommunications Inc. and I.D. Internet Direct Ltd. ("IDX") on October 31, 1999.
2. Look's head office is located in Toronto, Ontario.
3. Look (and its predecessor corporations) has been a reporting issuer under theSecurities Act (British Columbia) (the "B.C. Act") since October 2, 1986 and becamea reporting issuer under the Securities Act (Alberta) (the "Alberta Act") on November26, 1999 as a result of the merger of the Vancouver Stock Exchange and theAlberta Stock Exchange to form the Canadian Venture Exchange ("CDNX"). Lookis not in default of any requirements of the BC Act or the Alberta Act.
4. The continuous disclosure requirements of the B.C. Act and the Alberta Act aresubstantially the same as the requirements under the Act.
5. The continuous disclosure materials filed by Look (and its predecessors) under theB.C. Act since October 22, 1997 and under the Alberta Act since November 26,1999, are available on the System for Electronic Document Analysis and Retrieval.
6. Look is not a reporting issuer or public company under the securities legislation ofany other jurisdiction in Canada.
7. The authorized share capital of Look consists of an unlimited number of limitedvoting shares ("Limited Voting Shares"), an unlimited number of variable multiplevoting shares ("Variable Voting Shares") and an unlimited number of preferenceshares issuable in series ("Preference Shares"), of which, as of November 30,1999, 61,422,571 Limited Voting Shares and 34,475,147 Variable Voting Sharesare issued and outstanding.
8. As of November 30, 1999, there are an aggregate of 13,066,890 options andwarrants to purchase Limited Voting Shares and 9,648,756 warrants to purchaseVariable Voting Shares issued and outstanding.
9. The Limited Voting Shares are listed on the CDNX.
10. In connection with the Arrangement, IDX prepared and sent to its shareholders, andfiled with the appropriate securities regulatory authorities, a management proxycircular (the "Circular") containing prospectus-level disclosure with respect to thebusiness and affairs of IDX and Look and the Arrangement.
AND UPON the Commission being satisfied that to do so would not be prejudicialto the public interest;
IT IS HEREBY ORDERED pursuant to subsection 83.1(1) of the Act that Look bedeemed a reporting issuer for the purposes of the Act.
March 10th, 2000.
"Howard I. Wetston" "Morley P. Carscallen"