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TrekLogic Technologies Inc. - ss. 83.1(1)
Headnote
Subsection 83.1(1) - Issuer deemed to be a reportingissuer in Ontario - Issuer has been a reporting issuer in Albertaand British Columbia since 2000 - Issuer's securities listedand posted for trading on the TSX Venture Exchange - Continuousdisclosure requirements of Alberta and British Columbia substantiallyidentical to those of Ontario
Statutes 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
TREKLOGIC TECHNOLOGIES INC.
ORDER
(Subsection 83.1(1) of theAct)
UPON the application of TrekLogic TechnologiesInc. (the "Corporation") to the Ontario SecuritiesCommission (the "Commission") for an Order pursuantto subsection 83.1(l) of the Act deeming the Corporation tobe a reporting issuer for purposes of Ontario securities law;
AND UPON considering the applicationand the recommendation of the staff of the Commission;
AND UPON the Corporation having representedto the Commission as follows:
1. The Corporation was incorporated pursuantto the laws of the province of Alberta on January 14, 2000under the name of "Red Lantern Corporation".
2. As part of a reverse takeover transaction,on June 25, 2002 the Corporation changed its name to "TrekLogicTechnologies Inc." and was continued under the laws ofthe province of Ontario.
3. The Corporation has been a reporting issuerunder the Securities Act (Alberta) (the "AlbertaAct") since April 7, 2000 upon the receipt of its prospectusby the Alberta Securities Commission. The Corporation becamea reporting issuer under the Securities Act (BritishColumbia) (the "B.C. Act") on August 23, 2000 pursuantto the listing of the Corporation's securities on the TSXVenture Exchange ("TSX Venture").
4. The Corporation is not a reporting issueror the equivalent under the securities legislation of anyjurisdiction in Canada other than Alberta and British Columbia.
5. The continuous disclosure requirementsof the Alberta Act and the B.C. Act are substantially thesame as the requirements under the Act.
6. The Corporation is not on the lists ofdefaulting reporting issuers maintained pursuant to the AlbertaAct or the B.C. Act.
7. The continuous disclosure materials filedby the Corporation under the Alberta Act and the B.C. Actare available on the System for Electronic Document Analysisand Retrieval (SEDAR).
8. The authorized share capital of the Corporationconsists of an unlimited number of common and preferred shares,of which 20,911,398 common shares were issued and outstandingas of the last financial reporting period ended June 30, 2002.
9. The Corporation's common shares are listedand posted for trading on TSX Venture (formerly the CanadianVenture Exchange) under the trading symbol "TKI".Prior to trading under the symbol "TKI", the Corporation'scommon shares traded under the symbol "REL".
10. TSX Venture requires all of its listedissuers, which are not otherwise reporting issuers in Ontario,to assess whether they have a significant connection to Ontario,as defined in Policy 1.1 of the TSX Venture Exchange CorporateFinance Manual, and, upon first becoming aware that it hasa significant connection to Ontario, to promptly make a bonafide application to the Commission to be deemed a reportingissuer in Ontario.
11. The Corporation seeks to become a reportingissuer in Ontario because it has a significant connectionto Ontario as its mind and management is principally locatedin Ontario and it has shareholders resident in Ontario whobeneficially own more than 10% of its common shares.
12. To the knowledge of management of theCorporation, the Corporation has not been subject to any enforcementactions by the Alberta Securities Commission or the BritishColumbia Securities Commission or by TSX Venture, and theCorporation is not in default of any requirement of the Act,the Alberta Act, the B.C. Act or the rules and policies ofTSX Venture.
13. The Corporation is not a capital poolcompany as defined in the policies of TSX Venture.
14. No penalties or sanctions have been imposedagainst the Corporation by a court relating to Canadian securitieslegislation or by a Canadian securities regulatory authority.The Corporation has not entered into a settlement agreementwith a Canadian securities regulatory authority.
15. Neither any director or officer of theCorporation, nor, to the knowledge of the Corporation andits officers and directors, any shareholder of the Corporationholding sufficient securities of the Corporation to affectmaterially the control of the Corporation, has (i) been thesubject of any penalties or sanctions imposed by a court relatingto Canadian securities legislation or by a Canadian securitiesregulatory authority or has entered into a settlement agreementwith a Canadian securities regulatory authority, or (ii) beensubject to any other penalties or sanctions imposed by a courtor regulatory body that would be likely to be considered importantto a reasonable investor making an investment decision.
16. None of the Corporation, any directoror officer of the Corporation, nor, to the knowledge of theCorporation and its officers and directors, any shareholderholding sufficient securities of the Corporation to affectmaterially the control of the Corporation has been subjectto (i) any known ongoing or concluded investigations by aCanadian securities regulatory authority or a court or regulatorybody, other than a Canadian securities regulatory authority,that would be likely to be considered important to a reasonableinvestor making an investment decision, or (ii) any bankruptcyor insolvency proceedings, or other proceedings, arrangementsor compromises with creditors, or the appointment of receiver,receiver manager or trustee, within the last ten (10) yearsof the application.
17. No other reporting issuer, or equivalent,of which any director or officer of the Corporation or, tothe knowledge of the Corporation and its officers and directors,any shareholder holding sufficient securities of the Corporationto affect materially the control of the Corporation, was adirector or officer of at the time of such event, has beenthe subject of (i) any cease trade or similar orders, or ordersthat denied access to any exemptions under Ontario securitieslaw, for a period of more than thirty (30) consecutive days,within the ten (10) years before the date of the application,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 ten (10) years before the date of the application.
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(l) of the Act that the Corporation is deemed to be a reportingissuer for purposes of Ontario securities law.
October 17, 2002.
"Iva Vranic"