Subsection 83.1(1) - issuer deemed to be a reporting issuer in Ontario - issuerhas been a reporting issuer in Alberta for more than 12 months - issuer'scommon shares listed on Canadian Venture Exchange - continuous disclosurerequirements of Alberta substantially similar to those of Ontario.
Securities Act, R.S.O. 1990, c.S.5, as am. s. 83.1(1).
R.S.O. 1990, CHAPTER S.5, AS AMENDED (the "Act)
IN THE MATTER OF
AVALANCHE NETWORKS CORPORATION
UPON the application of Avalanche Networks Corporation ("Avalanche")(formerly Royaledge Resources Inc.) for an order pursuant to subsection 83.1(1)of the Act deeming Avalanche to be a reporting issuer for the purposes of Ontariosecurities law;
AND UPON considering the application and the recommendation of the staffof the Ontario Securities Commission (the "Commission");
AND UPON Avalanche representing to the Commission as follows:
1. Avalanche has been a reporting issuer in the Province of Alberta sinceJune 7, 1979, the date on which Avalanche received a receipt from theAlberta Securities Commission (the "ASC") for a final prospectus inconnection with an initial public offering of September 20, 1979. Avalancheis not on the list of defaulting reporting issuers maintained pursuant toSection 113 of the Securities Act (Alberta) (the "Alberta Act"). Avalanche hasnot been the subject of any enforcement actions by the ASC or by theCanadian Venture Exchange;
2. Royaledge Resources Inc. changed its name to Avalanche Networks Inc. onMay 25, 2000.
3. The common shares of Avalanche are listed on the Canadian VentureExchange.
4. Avalanche is not a reporting issuer under the securities legislation in anyjurisdiction in Canada other than Alberta;
5. The continuous disclosure requirements of the Alberta Act are substantiallythe same as the requirements under the Act;
6. The continuous disclosure materials filed by Avalanche under the AlbertaAct since April 3, 1997 are available on the System for Electronic DocumentAnalysis and Retrieval;
7. Pursuant to a purchase and sale agreement between Avalanche andShopdome.com Inc. ("Shopdome") dated March 7, 2000, as amended,Avalanche has agreed to acquire all of the issued and outstanding commonshares and common share purchase warrants of Shopdome by the issuance,following the consolidation of the outstanding shares of Avalanche on a 10for one basis, of one common share of Avalanche for each Shopdome shareand one common share purchase warrant for each Shopdome warrant (the"Proposed Acquisition"). The Proposed Acquisition is conditional on, amongother things, Avalanche disposing of all of its existing assets prior tocompletion of the Proposed Acquisition;
8. In connection with the Proposed Acquisition, Avalanche prepared and sentto its shareholders and filed with the appropriate securities regulatoryauthorities, a management information circular (the "Circular") containingdisclosure with respect to the business and affairs of Avalanche andShopdome and the Proposed Acquisition;
9. Subsequent to the distribution of Circular to its shareholders, Avalanche willissue a press release and file a material change report on or about August4, 2000 which supplements the information provided in the Circular aboutShopdome; and
10. In the event that the Proposed Acquisition is not completed within twomonths after the date of this Order Avalanche will, at such time, apply to theCommission to cease to be a reporting issuer for purposes of the Act.
AND UPON the Commission being satisfied that to do so would not beprejudicial to the public interest;
IT IS HEREBY ORDERED pursuant to subsection 83.1(1) of the Act thatAvalanche be deemed a reporting issuer for the purposes of the Act.
August 4th, 2000.
"J. A. Geller" "R. Stephen Paddon"