Securities Law & Instruments

Headnote

Reporting issuer in Alberta, British Columbia, Manitoba and Saskatchewan and listed on the TSX Venture Exchange deemed to be a reporting issuer for the purposes of Ontario securities law.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 83.1(1).

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, c. S. 5, AS AMENDED (the "Act")

AND

IN THE MATTER OF

JOVIAN CAPITAL CORPORATION

 

ORDER

(Subsection 83.1(1))

UPON the application (the "Application") of Jovian Capital Corporation (the "Corporation") to the Ontario Securities Commission (the "Commission") for an order pursuant to subsection 83.1(1) of the Act deeming the Corporation to be a reporting issuer for the purposes of Ontario securities law;

AND UPON considering the Application and the recommendation of staff of the Commission;

AND UPON the Corporation having represented to the Commission as follows:

1. The Corporation (formerly named Rice Capital Management Plus Inc.) was incorporated by a Certificate of Incorporation issued pursuant to the provisions of the Business Corporations Act (Manitoba) on March 25, 1998. By Articles of Continuance, issued October 2, 2003, the corporation was continued under the Canadian Business Corporation Act ("CBCA") under its current name.

2. Effective July 2, 2003, the Corporation acquired all of the issued and outstanding shares of Jovian Asset Management Inc. (formerly named Jovian Capital Corporation) for consideration which included, inter alia, the issuance of 30,485,214 common shares.

3. The head office of the Corporation is located at 491 Portage Avenue, Winnipeg, Manitoba, R3B 2E4.

4. The authorized capital of the Corporation consists of an unlimited number of common shares ("Common Shares") and an unlimited number of preference shares issuable in series, of which 74,009,876 Common Shares and 3,219,502 preference shares are issued and outstanding as of the date hereof.

5. The Corporation has not been the subject of any enforcement actions by any of the Reporting Jurisdictions, or the TSX Venture Exhange (the "Exchange"), and is currently a "reporting issuer" (or the equivalent) in the Provinces of Alberta, British Columbia, Manitoba and Saskatchewan (collectively, the "Reporting Jurisdictions"). The Corporation became a reporting issuer under the Securities Act (Alberta) on July 3, 1998, under the Securities Act (British Columbia) on November 29, 1999, under The Securities Act (Manitoba) on April 16, 1999, and under the Securities Act (Saskatchewan) on April 24, 2001. The Corporation is not a reporting issuer (or the equivalent) under the securities laws of any other jurisdiction.

6. The Common Shares were listed on the Exchange (formerly the Canadian Venture Exchange Inc. "CDNX") on March 25, 1998, and currently trade under the symbol "JVN". The Corporation is in good standing under the rules, regulations and policies of the Exchange.

7. Accordingly, the Corporation is not in default of any requirement of the Act, the Securities Act (Alberta), the Securities Act (British Columbia), The Securities Act (Manitoba), or the Securities Act (Saskatchewan).

8. The continuous disclosure requirements of the Securities Act (Alberta), Securities Act (British Columbia), The Securities Act (Manitoba), and the Securities Act (Saskatchewan) are substantially the same as the requirements under the Act.

9. The materials filed by the Corporation as a reporting issuer in the Reporting Jurisdictions are available on the System for Electronic Document Analysis and Retrieval.

10. The Corporation has a "significant connection to Ontario" in that Ontario residents are known to management of the Corporation to beneficially own more than 20% of the outstanding Common Shares and a majority of the directors of the Corporation are resident in Ontario. Section 19.2 of Exchange Policy 3.1 requires the Corporation to become a reporting issuer under the Act as a result of having a "significant connection to Ontario".

11. There have been no penalties or sanctions imposed against the Corporation by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority, and the Corporation has not entered into a settlement agreement with a Canadian securities regulatory authority.

12. Neither the Corporation, any of its officers or directors nor, to the knowledge of the Corporation and its officers and directors, any of its controlling shareholders is or has been subject to:

(a) any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority or has entered into a settlement agreement with a Canadian securities regulatory authority; or

(b) any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision.

13. Neither the Corporation, any of its officers or directors nor, to the knowledge of the Corporation and its officers and directors, any of its controlling shareholders is or has been subject to:

(a) any known ongoing or concluded investigation by: (i) a Canadian securities regulatory authority; or (ii) a court or regulatory body (other than a Canadian securities regulatory authority), that would be likely to be considered important to a reasonable investor making an investment decision; or

(b) 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.

14. None of the Corporation's directors and officers, nor to the knowledge of the Corporation and its officers and directors, any of its controlling shareholders, is or has been at the time of such event, an officer or director of any other issuer which is or has been subject to:

(a) any cease trade order or similar order, or order that denied access to any exemptions under Ontario securities laws, for a period of more than 30 consecutive days, within the preceding 10 years; or

(b) 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 Commission being satisfied that to do so would not be prejudicial to the public interest;

IT IS HEREBY ORDERED pursuant to subsection 83.1(1) of the Act that the Corporation be deemed to be a reporting issuer for the purposes of Ontario securities law.

February 25, 2004.

"Charlie MacCready"