Securities Law & Instruments

Headnote

Subsection 83.1(1) - issuer deemed to be a reportingissuer in Ontario - issuer has been a reporting issuer in BritishColumbia and Alberta since 2000 - issuer's securities listedand posted for trading on the TSX Venture Exchange - continuousdisclosure requirements of British Columbia and Alberta substantiallyidentical to those of Ontario.

Statues Cited

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")

AND

IN THE MATTER OF

TRUE NORTH CORPORATION

 

ORDER

(Subsection 83.1(1))

UPON the application of True North Corporation("True North") for an Order pursuant to subsection83.1(1) of the Act deeming True North to be a reporting issuerfor the purposes of Ontario securities law;

AND UPON considering the applicationand the recommendation of the staff of the Ontario SecuritiesCommission (the "Commission");

AND UPON True North having representedto the Commission as follows:

1. True North is a corporation incorporatedunder the laws of Alberta on May 29, 2000 under the name RevolveCapital Corp. By a Certificate of Amendment dated November23, 2000, True North removed its private company restrictionsand by a Certificate of Amendment dated February 27, 2002,True North changed its name from Revolve Capital Corp. toTrue North Corporation. The head office of True North is locatedin Toronto, Ontario.

2. The authorized share capital of True Northconsists of an unlimited number common shares ("CommonShares") and an unlimited number of preferred shares,issuable in series. As of the date hereof there are 15,344,000Common Shares outstanding and no preferred shares outstanding.

3. The Common Shares of True North are listedon the TSX Venture Exchange (formerly known as the CanadianVenture Exchange) under the symbol "TN". True Northis not in default of any of the requirements of the TSX VentureExchange.

4. True North has been a reporting issuerunder the Securities Act (British Columbia) (the "BCAct") and the Securities Act (Alberta) (the "AlbertaAct") since November 29, 2000. True North is not in defaultof any of the requirements of the BC Act or the Alberta Act.True North is not a reporting issuer in Ontario or in anyother jurisdiction other than British Columbia and Alberta.

5. True North Advertising Group Inc. ("TNAG")is a corporation which was incorporated under the BusinessCorporations Act (Ontario) on April 17, 1996. The headoffice and registered office of TNAG is located in Toronto,Ontario.

6. On January 23, 2002, True North enteredinto a non-arm's length agreement with TNAG whereby True Northagreed to purchase all of the issued and outstanding securitiesof TNAG (the "Qualifying Transaction").

7. The Qualifying Transaction involved theissuance of 10,000,000 common shares of True North (at a deemedprice of $0.20 per share) to TNAG shareholders pursuant toa share exchange agreement.

8. The Qualifying Transaction of True Northreceived the approval of the shareholders of True North onFebruary 26, 2002 and was accepted for filing by the TSX VentureExchange on March 13, 2002. The Common Shares of True Northrecommenced trading on the TSX Venture Exchange under thesymbol "TN" on March 15, 2002. True North is nolonger considered to be a capital pool company as definedin the policies of the TSX Venture Exchange.

9. The TSX Venture Exchange requires all ofits listed issuers, which are not otherwise reporting issuersin Ontario, to assess whether they have a "significantconnection to Ontario" as defined in Policy 1.1 of theTSX Venture Exchange Corporate Finance Manual and, upon firstbecoming aware that it has a significant connection to Ontario,to promptly made a bona fide application to the Commissionto be deemed a reporting issuer in Ontario.

10. Mark Anthony is the President and a Directorof True North. After the completion of the Qualifying Transaction,Mr. Anthony beneficially holds or controls 5,500,000 CommonShares in the capital of True North representing 37.9% ofthe outstanding Common Shares. He currently is a residentof Etobicoke, Ontario.

11. Salvatore Iantorno is the Secretary-Treasurerand a Director of True North. After the completion of theQualifying Transaction, Mr. Iantorno beneficially holds orcontrols 5,500,000 Common Shares in the capital of True Northrepresenting 37.9% of the outstanding Common Shares. He iscurrently a resident of Maple, Ontario.

12. Frank Peri is a Director of True North.After completion of the Qualifying Transaction, Mr. Peri beneficiallyholds or controls 450,000 Common Shares in the capital ofTrue North representing 3.1% of the outstanding Common Shares.

13. Jim Williamson, a recently appointed Directorof True North, is currently a resident of Pickering, Ontario.

14. True North has a significant connectionto Ontario as approximately 79% of the Common Shares are beneficiallyheld by residents of Ontario and as the mind and managementof True North is principally located in Ontario.

15. The continuous disclosure requirementsof the BC Act and the Alberta Act are substantially the sameas the requirements under the Act.

16. The continuous disclosure materials filedby True North under the BC Act and the Alberta Act are publiclyavailable on the System for Electronic Document Analysis andRetrieval.

17. Neither any officer or director of TrueNorth, nor, to the knowledge of True North, its officers anddirectors, any shareholder of True North holding sufficientsecurities of True North to affect materially the controlof True North, has:

(i) been the subject of any penalties orsanctions imposed by a court relating to Canadian securitieslegislation or by a Canadian securities regulatory authorityor entered into a settlement agreement with a Canadian securitiesregulatory authority; or

(ii) been subject to any other penaltiesor sanctions imposed by a court or regulatory body thatwould be likely to be considered important to a reasonableinvestor making an investment decision.

18. None of True North, any officer or directorof True North, nor, to the knowledge of True North, its officersand directors, any shareholder of True North holding sufficientsecurities of True North to affect materially the controlof True North, has been subject to:

(i) any known ongoing or concluded investigationsby: (a) a Canadian securities regulatory authority; or (b)a court or regulatory body, other than a Canadian securitiesregulatory authority, that would be likely to be consideredimportant to a reasonable investor making an investmentdecision; 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 ten years.

19. No other reporting issuer, or equivalent,of which any director or officer of True North or, to theknowledge of True North, its officers and directors, a shareholderholding sufficient securities of True North to affect materiallythe control of True North, was a director or officer of atthe time of such event have been the subject of:

(i) any cease trade or similar orders, ororders that denied access to any exemptions under Ontariosecurities law, for a period of more than thirty consecutivedays, within the preceding ten years; and

(ii) any bankruptcy or insolvency proceedings,or other proceedings, arrangements or compromises with creditors,or been the subject of the appointment of a receiver, receiver-manageror trustee, within the preceding ten years.

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

IT IS HEREBY ORDERED pursuant to subsection83.1(1) of the Act that True North be deemed a reporting issuerfor the purposes of Ontario securities laws.

September 26, 2002.

"Iva Vranic"