Subsection 83.1(1) - issuerdeemed to be a reporting issuer in Ontario - issuer has beena reporting issuer in British Columbia since March 21, 2001and in Alberta since November 29, 2000 - issuer listed and postedfor trading on the TSX Venture Exchange - continuous disclosurerequirements of British Columbia and Alberta substantially identicalto those of 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,
CHAPTER S.5, AS AMENDED (the"Act")
IN THE MATTER OF
TEXADA SOFTWARE INC.
UPON the applicationof Texada Software Inc. (the "Company") for an orderpursuant to subsection 83.1(1) of the Act deeming the Companyto be a reporting issuer for the purposes of Ontario securitieslaw;
AND UPON consideringthe application and the recommendation of the staff of the Commission;
AND UPON the Companyrepresenting to the Commission as follows:
1. The Company was incorporatedpursuant to the Company Act (British Columbia) on March21, 2000 under the name Ex Fund (B) Capital Corp. The Companychanged its name to Aqua Capital Corp. on June 16, 2000 andthen later changed its name to Texada Software Inc. on May15, 2002.
2. The head office of theCompany is located at 7B - 291 Woodlawn Road West, Guelph,Ontario.
3. The authorized capitalof the Company consists of 200,000,000 shares divided into100,000,000 common shares without par value and 100,000,000preference shares without par value, issuable in series, whichhave rights, privileges and restrictions and conditions asestablished by the Company's board of directors.
4. As at May 30, 2002, 23,905,500common shares were issued and outstanding, and 1,979,775 commonshares had been reserved for outstanding stock options, sharepurchase warrants and agent's options. The Company has nopreference shares outstanding.
5. The Company has been areporting issuer under the Securities Act (British Columbia)(the "B.C. Act") and the Securities Act (Alberta)(the "Alberta Act") since November 29, 2000.
6. The Company is not in defaultof any requirements of the B.C. Act or the Alberta Act.
7. The common shares of theCompany are listed on the TSX Venture Exchange (formerly,the Canadian Venture Exchange), and the Company is in compliancewith all requirements of the TSX Venture Exchange.
8. The Company is not a reportingissuer in Ontario, and is not a reporting issuer, or equivalent,in any other jurisdiction, except British Columbia and Alberta.
9. The Company has a significantconnection to Ontario for the reasons that significantly greaterthan 10 per cent of the beneficial and registered common shareholdersof the Company had, as at May 30, 2002, residence in Ontario,and the mind and management of the Company are located inOntario.
10. The continuous disclosurerequirements of the B.C. Act and the Alberta Act are substantiallythe same as the requirements under the Act.
11. The continuous disclosurematerials filed by the Company under the B.C. Act and underthe Alberta Act since November 29, 2000 are available on theSystem for Electronic Document Analysis and Retrieval (SEDAR).
12. The Company has not beensubject to any penalties or sanctions imposed against theCompany by a court relating to Canadian securities legislationor by a Canadian securities regulatory authority, and hasnot entered into any settlement agreement with any Canadiansecurities regulatory authority.
13. Neither the Company norany of its officers, directors nor, to the knowledge of theCompany, its officers and directors, any of its controllingshareholders, has: (i) been the subject of any penalties orsanctions imposed by a court relating to Canadian securitieslegislation or by a Canadian securities regulatory authority,(ii) entered into a settlement agreement with a Canadian securitiesregulatory authority, or (iii) been subject to any other penaltiesor sanctions imposed by a court or regulatory body that wouldbe likely to be considered important to a reasonable investormaking an investment decision.
14. Neither the Company norany of its officers, directors, nor to the knowledge of theCompany, its officers and directors, 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.
15. None of the officers ordirectors of the Company, nor to the knowledge of the Company,its officers and directors, any of its controlling shareholders,is or has been at the time of such event an officer or directorof any other issuer which is or has been subject to: (i) anycease trade or similar orders, or orders that denied accessto any exemptions under Ontario securities law, for a periodof more than 30 consecutive days, within the preceding 10years; or (ii) any bankruptcy or insolvency proceedings, orother 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 Company bedeemed a reporting issuer for the purposes of Ontario securitieslaw.
July 19, 2002.
"John E. Hughes"