Securities Law & Instruments

Headnote

Subsection 83.1(1) -- issuer deemed to be a reporting issuer in Ontario -- issuer a reporting issuer in Alberta and British Columbia -- issuer's securities listed for trading on the TSX Venture Exchange -- continuous disclosure requirements in Alberta and British Columbia substantially the same as those in Ontario -- issuer had a significant connection to 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

HEDLEY TECHNOLOGIES INC.

 

ORDER

(Subsection 83.1(1))

UPON the application of Hedley Technologies Inc. (the "Corporation") 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 recommendation of the staff of the Ontario Securities Commission (the "Commission");

AND UPON the Corporation representing to the Commission as follows:

1. The Corporation was incorporated under the laws of British Columbia on April 28, 1947.

2. The head and registered office of the Corporation is located at 2601 Matheson Blvd. E. Suite 5 Mississauga, Ontario L4W 5A8.

3. The authorized share capital of the Corporation consists of an unlimited number of Common shares without par value and 25,000,000 Preferred Shares. As at September 30, 2003, 12,195,195 Common shares were issued and outstanding.

4. The Corporation has been a reporting issuer under the British Columbia Securities Act (the "B.C. Act") since 1978. The Corporation is not in default of any requirements of the B.C. Act.

5. The Corporation has been a reporting issuer under the Alberta Securities Act (the "Alberta Act") since November 26, 1999. The Corporation is not in default of any requirements of the Alberta Act.

6. The Corporation is not a reporting issuer under the securities legislation in any jurisdiction in Canada other than British Columbia and Alberta.

7. The Common shares of the Corporation are listed on the TSX Venture Exchange (formerly, the Canadian Venture Exchange), and the Corporation is in compliance with all requirements of the TSX Venture Exchange.

8. The Corporation has a significant connection to Ontario for the reason that (i) greater than 10% of the Corporation's registered and beneficial shareholders reside in Ontario, and (ii) the mind and management of the Corporation are located in Ontario.

9. The continuous disclosure requirements of the B.C. Act and the Alberta Act are substantially the same as the requirements under the Act.

10. The continuous disclosure documents filed by the Corporation under the B.C. Act and the Alberta Act are available on the System for Electronic Document Analysis and Retrieval.

11. The Corporation has not been subject to any penalties or sanctions imposed against the Corporation by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority, and has not entered into any settlement agreement with any Canadian securities regulatory authority.

12. Neither the Corporation nor any of its officers, directors nor, to the knowledge of the Corporation, its officers and directors, any of its shareholders holding sufficient securities of the Corporation to affect materially the control of the Corporation, has: (i) been the subject of any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority, (ii) entered into a settlement agreement with a Canadian securities regulatory authority, or (iii) been subject to 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 nor any of its officers, directors, nor to the knowledge of the Corporation, its officers and directors, any of its shareholders holding sufficient securities of the Corporation to affect materially the control of the Corporation, is or has been subject to: (i) any known ongoing or concluded investigations by: (a) a Canadian securities regulatory authority, or (b) 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 (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 10 years.

14. Except as noted below, none of the officers or directors of the Corporation, nor to the knowledge of the Corporation, its officers and directors, any of its shareholders holding sufficient securities of the Corporation to affect materially the control of the Corporation, 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: (i) any cease trade or similar orders, or orders that denied access to any exemptions under Ontario securities law, for a period of more than 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 appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.

15. On January 20, 1995, the British Columbia Securities Commission issued a cease trade order because (i) the financial statements filed for the financial year ended December 31, 1993, contained a material overstatement of sales, and (ii) the interim financial statements for the three month period ended March 31, 1994, the six month period ended June 30, 1994 and the nine month period ended September 30, 1994 contained a material overstatement of sales and cash, and a material misstatement of share subscriptions receivable, shareholder loans, trade accounts receivable, deposits and prepaid expenses. The directors and officers of the Corporation prior to and during the cease trade order and the approximate resignation dates were as follows:

Name
Approximate Resignation Date
 
John S. Godfrey
June 1995
Carl R. Jonsson
January 1996
Paul F. Saxton
December 1995
Kirk D. Godfrey
November 1994

The order was rescinded on May 11, 1995.

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 a reporting issuer for the purposes of the Act.

March 1, 2004.

"Cameron McInnis"