Securities Law & Instruments

Headnote

Subsection 83.1(1) - Issuer deemed to be a reportingissuer in Ontario - Issuer has been a reporting issuer in Albertasince 2001 and in British Columbia since 2001 - Issuer's securitieslisted and posted for trading on the TSX Venture Exchange -Continuous Disclosure requirements of Alberta and British Columbiasubstantially identical to those of Ontario.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am.,subsection 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

THE JENEX CORPORATION

 

ORDER

(Subsection 83.1(1))

UPON the application of The Jenex Corporation(the "Issuer") for an order pursuant to subsection83.1(1) of the Act deeming the Issuer to be a reporting issuerfor the purposes of Ontario securities law;

AND UPON considering the applicationand the recommendation of the staff of the Commission;

AND UPON the Issuer representing to theCommission as follows:

1. The Issuer is a corporation governed bythe Business Corporations Act (Alberta);

2. The Issuer's head office is located inBurlington, Ontario;

3. The authorized capital of the Issuer consistsof an unlimited number of common shares ("Common Shares")and an unlimited number of preference shares issuable in series("Preference Shares");

4. As at September 5, 2002, 32,280,562 CommonShares and no Preference Shares were issued and outstanding;

5. The Issuer has determined that it has asignificant connection to Ontario in that (i) the locationof its head office is in Burlington, Ontario; and (ii) approximately49% of its Common Shares are held by residents in Ontario;

6. The Common Shares are listed and postedfor trading on the TSX Venture Exchange ("TSX Venture")(formerly, the Canadian Venture Exchange ("CDNX"))and the Issuer is not in default of any of the requirementsof TSX Venture;

7. The Issuer has been a reporting issuerunder the Securities Act (Alberta) (the "AlbertaAct") since May 24, 2001 and became a reporting issuerunder the Securities Act (British Columbia) (the "B.C.Act") on July 11, 2001 as a result of listing its CommonShares on the CDNX. The Issuer is not in default of any requirementsof the Alberta Act or the B.C. Act;

8. The Issuer is not a reporting issuer (orthe equivalent thereof) under the securities legislation ofany other jurisdiction in Canada;

9. The continuous disclosure requirementsof the Alberta Act and the B.C. Act are substantially thesame as those under the Act;

10. The continuous disclosure materials filedby the Issuer under the Alberta Act and the B.C. Act are availableon the System for Electronic Document Analysis and Retrieval;

11. The Issuer has not been subject to anypenalties or sanctions imposed against the Issuer by a courtrelating to Canadian securities legislation or by a Canadiansecurities regulatory authority, and has not entered intoany settlement agreement with any Canadian securities regulatoryauthority;

12. Neither the Issuer nor any of its officers,directors nor, to the knowledge of the Issuer, its officersand directors, any of its controlling shareholders, has: (i)been the subject of any penalties or sanctions imposed bya court relating to Canadian securities legislation or bya Canadian securities regulatory authority; (ii) entered intoa settlement agreement with a Canadian securities regulatoryauthority; or (iii) been subject to any other penalties orsanctions imposed by a court or regulatory body that wouldbe likely to be considered important to a reasonable investormaking an investment decision;

13. Neither the Issuer nor any of its officers,directors, nor to the knowledge of the Issuer, its officersand directors, any of its controlling shareholders, is orhas 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 investment decision;or (ii) any bankruptcy or insolvency proceedings, or otherproceedings, arrangements or compromises with creditors, orthe appointment of a receiver, receiver-manager or trustee,within the preceding 10 years;

14. None of the officers or directors of theIssuer, nor to the knowledge of the Issuer, its officers anddirectors, any of its controlling shareholders, is or hasbeen at the time of such event an officer or director of anyother issuer which is or has been subject to: (i) any ceasetrade or similar orders, or orders that denied access to anyexemptions under Ontario securities law, for a period of morethan 30 consecutive days, within the preceding 10 years; or(ii) any bankruptcy or insolvency proceedings, or other proceedings,arrangements or compromises with creditors, or the appointmentof a receiver, receiver-manager or trustee, within the preceding10 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 the Issuer be deemed a reporting issuerfor purposes of Ontario securities law.

October 8, 2002.

"Margo Paul"