Subsection 83.1(1) - Issuerdeemed to be a reporting issuer in Ontario - Issuer has beena reporting issuer in Alberta since 2000 and In British Columbiasince 2001 - Issuer's securities listed and posted for tradingon the TSX Venture Exchange - Continuous Disclosure requirementsof Alberta and British Columbia substantially identical to thoseof Ontario.
Securities Act, R.S.O. 1990,c. S.5, as am., ss. 83.1(1).
IN THE MATTER OF
THE SECURITIES ACT
R.S.O. 1990, c. S.5, AS AMENDED,(the "Act")
IN THE MATTER OF
CAXTON GROUP INC.
UPON the application(the "Application") of Caxton Group Inc. (the "Corporation")to the Ontario Securities Commission (the "Commission")for an order pursuant to subsection 83.1(1) of the Act deemingthe Corporation to be a reporting issuer for the purposes ofOntario securities law;
AND UPON consideringthe Application and the recommendation of the staff of the Commission;
AND UPON the Corporationhaving represented to the Commission as follows:
1. The Corporation is a companygoverned by the Business Corporations Act (Ontario)and was formed by the amalgamation of Alouettes 1974 CapitalInc. ("Alouettes") and Caxton Group Inc. on December31, 2001 (the "Amalgamation").
2. The head and registeredoffices of the Corporation are located at 60 Wellesley Street,Toronto, Ontario.
3. The authorized capitalof the Corporation consists of unlimited common shares ofwhich 22,311,581 common shares are outstanding. An aggregateof 1,751,715 common shares of the Corporation are also reservedfor issuance on the exercise of stock options granted by theCorporation to its directors, officers and employees. A furtheraggregate of 130,000 common shares of the Corporation arealso reserved for issuance pursuant to the exercise of theagents options granted by the Corporation and its predecessors.
4. Alouettes has been a reportingissuer under the Securities Act (Alberta) (the "AlbertaAct") since December 21, 2000 after the issuance of areceipt for its initial public offering prospectus, and areporting issuer under the Securities Act (BritishColumbia) (the "BC Act") since February 2, 2001due to the Corporation's securities being listed for tradingon the TSX Venture Exchange (formerly known as the CanadianVenture Exchange or CDNX).
5. The Corporation becamea reporting issuer under the Alberta Act and the BC Act byvirtue of the Amalgamation. The Corporation and its predecessorsare not in default of any requirements of the BC Act or theAlberta Act.
6. The Corporation is nota reporting issuer or its equivalent under the securitieslegislation of any jurisdiction in Canada, other than BritishColumbia and Alberta.
7. Alouettes' common shareswere listed on the TSX Venture Exchange from February 2, 2001until the Amalgamation. The Corporation's common shares havebeen listed on the TSX Venture Exchange since the Amalgamation,under the trading symbol "CXN". The Corporationand its predecessors are in compliance with all of the requirementsof TSX Venture Exchange.
8. The Corporation has a significantconnection to Ontario as its mind and management is principallylocated in Ontario and the Corporation has beneficial holdersof its common shares resident in Ontario who beneficiallyown more than 10% of the number of common shares beneficiallyowned by the beneficial holders of the common shares of theCorporation.
9. The continuous disclosurerequirements of the Alberta Act and the BC Act are substantiallythe same as the requirements under the Act.
10. The materials filed bythe Corporation, and its predecessors, as a reporting issuerin the Provinces of Alberta and British Columbia since November17, 2000, are available on the System for Electronic DocumentAnalysis and Retrieval.
11. There have been no penaltiesor sanctions imposed against the Corporation by a court relatingto Canadian securities legislation or by a Canadian securitiesregulatory authority, and the Corporation has not enteredinto any settlement agreement with any Canadian securitiesregulatory authority.
12. Neither the Corporationor any of its officers, directors or any of its controllingshareholders has:
(a) been the subject ofany penalties or sanctions imposed by a court relating toCanadian securities legislation or by a Canadian securitiesregulatory authority;
(b) entered into a settlementagreement with a Canadian securities regulatory authority;or
(c) been subject to anyother penalties or sanctions imposed by a court or regulatorybody that would likely to be considered important to a reasonableinvestor making an investment decision.
13. Neither the Corporationnor any of its directors, officers nor, to the knowledge ofthe Corporation, its directors and officers, any of its controllingshareholders, is or has been subject to: (i) any known ongoingor concluded investigations by: (a) a Canadian securitiesregulatory authority, or (b) a court or regulatory body, otherthan a Canadian securities regulatory authority, that wouldbe likely to be considered important to a reasonable investormaking an investment decision; or (ii) any bankruptcy or insolvencyproceedings, or other proceedings, arrangements or compromiseswith creditors, or the appointment of a receiver, receiver-manageror trustee, within the preceding 10 years.
14. None of the directorsor officers of the Corporation, nor to the knowledge of theCorporation, its directors and officers, any of its controllingshareholders, is or has been at the time of such event a directoror officer of any other issuer which is or has been subjectto: (i) any cease trade or similar orders, or orders thatdenied access to any exemptions under Ontario securities law,for a period of more than 30 consecutive days, within thepreceding 10 years; or (ii) any bankruptcy or insolvency proceedings,or other proceedings, arrangements or compromises with creditors,or the appointment of a receiver, receiver-manager or trustee,within the preceding 10 years.
AND UPON the Commissionbeing satisfied that to do so would not be prejudicial to thepublic interest;
IT IS HEREBY ORDEREDpursuant to subsection 83.1(1) of the Act that the Corporationbe deemed to be a reporting issuer for the purposes of the Act.
June 17, 2002.