Securities Law & Instruments

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



(Subsection 74(1))

UPON the application of Stephen Miller (the "Applicant") to the Ontario Securities Commission (the "Commission") for a ruling pursuant to subsection 74(1) of the Act exempting a trade by the Applicant in special warrants (the "Special Warrants") of Wolf Group Integrated Communications Ltd. (the "Issuer") to Bitahon Ltd. (the "Purchaser") from the requirements of sections 25 and 53 of the Act;

AND UPON considering the application and the recommendation of the staff of the Commission;

AND UPON the Applicant having represented to the Commission as follows:

1.The Applicant is an individual resident in the Province of Ontario.

2.The Issuer is an Ontario corporation which is not a reporting issuer under the Act.

3.On May 27, 1997, the Applicant purchased 30,000 Special Warrants of the Issuer with an aggregate acquisition cost to the Applicant of $150,000 ($5.00 per Special Warrant) as part of a private placement financing by the Issuer.

4.Each Special Warrant is exercisable for 1.1 common shares in the capital of the Issuer (the "Underlying Shares") without additional cost to the purchaser.

5.The Special Warrants are governed by the terms of a special warrant indenture dated May 27, 1997 (the "Special Warrant Indenture"), and the Special Warrants and the Underlying Shares are currently subject to an indefinite hold period under the Act.

6.The Applicant has not exercised his Special Warrants.

7.The distribution of the Underlying Shares issuable upon exercise of the Special Warrants has not been qualified in Ontario by the filing of a prospectus by the Issuer and there is no immediate prospect of such a filing taking place.

8.The Special Warrants are transferable in accordance with the terms of the Special Warrant Indenture.

9.The Applicant operates a business under the name "The Allan Windows Group of Companies" through his wholly-owned company, 833915 Ontario Limited (the "Business"), which requires additional financing in order to continue operations.

10.The Applicant has provided all available personal security to the Business’ bank lender (the "Bank"), including the pledge of all of the issued and outstanding shares in the capital of 833915 Ontario Limited and the indirect pledge of the Applicant’s Special Warrants.

11.As illiquid securities, the Applicant’s Special Warrants do not provide significant security for lending purposes.
12.In addition to security for amounts advanced, the Bank requires new capital investment into the Business on an urgent basis.

13.All sources reasonably available to the Applicant have been exhausted, including the liquidation of the Applicant’s personal investments.

14.One remaining source of capital for the Business is the sale of the Applicant’s Special Warrants.

15.The Purchaser is an investment holding company, the sole shareholder of which is Malcolm Paul Bloom.

16.The Applicant has negotiated the sale of the Special Warrants to the Purchaser for total consideration of $120,000 ($4.00 per Special Warrant) (the "Proposed Sale").

17.The Applicant and the Purchaser act at arms’ length.

18.The Purchaser is already a holder of Special Warrants, also having purchased 30,000 Special Warrants on May 27, 1997, for an aggregate acquisition cost in the amount of $150,000, in reliance on the prospectus and registration exemptions contained in clause 72(1)(d) and paragraph 35(1)5 of the Act respectively.

19.The Purchaser also acquired an additional 30,000 Special Warrants at an aggregate acquisition cost of $150,000 on April 6, 1999, in reliance on the prospectus and registration exemptions contained in clause 72(1)(d) and paragraph 35(1)5 of the Act, respectively.

20.Accordingly, the Purchaser is familiar with the Issuer, the Special Warrants and the risks attendant upon an investment in Special Warrants.

21.The principal of the Purchaser, Malcolm Paul Bloom, is a long-standing registrant under the Act and is a sophisticated participant in the Ontario capital markets.

22.Due to the length of time the Special Warrants have been outstanding and the fact that there is no immediate prospect of qualifying the distribution of the Underlying Shares, the Purchaser is unwilling to pay the original purchase price of $5.00 per Special Warrant.

23.The Applicant has made best efforts to negotiate the best price for the Special Warrants and is satisfied that $4.00 is the best available price.

24.The aggregate acquisition cost of $120,000 for the Proposed Sale is below the threshold of $150,000 prescribed by paragraph 35(1)5 and subclause 72(1)(d) of the Act (as modified by Commission Rule 45-501 -Exempt Distributions).

25.The Proposed Sale is conditional upon the granting of the relief requested by this application.

26.The likely consequence of an inability to complete the Proposed Sale in the immediate future is the failure, or loss of control by the Applicant, of the Business.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

IT IS RULED pursuant to subsection 74(1) of the Act that the Proposed Sale not be subject to section 25 or 53 of the Act, provided that the first trade in the Special Warrants acquired pursuant to this ruling shall be a distribution, unless such first trade is made in accordance with the provisions of subsection 72(4) of the Act, as modified by section3.10 of Commission Rule 45-501 Prospectus Exempt Distributions, as if the Special Warrants had been acquired pursuant to an exemption referred to in subsection 72(4) of the Act, except that, for these purposes, it shall not be necessary to satisfy the requirements in clause 72(4)(a) that the issuer not be in default of any requirement of the Act or the regulations if the seller is not in a special relationship with the issuer, or if the seller is in a special relationship with the issuer, the seller has reasonable grounds to believe that the issuer is not in default under the Act or the regulations, where, for these purposes, A "special relationship" shall have the same meaning as in Commission Rule 14-501 Definition

December 5th, 2000.

"J.A. Geller""Robert W. Korthals"