Securities Law & Instruments

Headnote

Subsection 83.1(1) -- issuer deemed to be a reporting issuer in Ontario -- issuer has been a reporting issuer in British Columbia and Alberta since November 26, 2001 -- issuer's securities are listed and posted for trading on the TSX Venture Exchange -- continuous disclosure requirements of Alberta and British Columbia are substantively the same as those of Ontario.

Applicable Ontario Statutes

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, CHAPTER S.5, AS AMENDED (the "Act")

AND

IN THE MATTER OF

TIGERTEL COMMUNICATIONS INC.

 

ORDER

(Subsection 83.1(1))

UPON the application of TigerTel Communications Inc. ("TigerTel") for an order pursuant to subsection 83.1(1) of the Act deeming TigerTel to be a reporting issuer for the purposes of Ontario securities legislation.

AND UPON considering the application and the recommendation of the staff of the Ontario Securities Commission (the "Commission");

AND UPON TigerTel representing to the Commission as follows:

1. TigerTel's predecessor, Consolidated Technologies Holdings Inc. had been deemed an "inactive issuer" by the Canadian Venture Exchange prior to November 26, 2001 when it acquired all of the issued and outstanding shares of TigerTel Communications Inc. At the time of the acquisition, it changed its name to TigerTel Communications Corp. On May 1, 2002, TigerTel Communications Corp. amalgamated with its wholly-owned subsidiary, TigerTel Communications Inc. pursuant to the provisions of the Canada Business Corporations Act to form TigerTel Communications Inc.

2. TigerTel is a valid and existing company under the Canada Business Corporations Act.

3. The head office and registered office of TigerTel is located at 220 - 2560 Matheson Blvd. East Mississauga, Ontario L4W 4Y9.

4. TigerTel's authorized share capital consists of an unlimited number of common shares without par value. As at September 27, 2004, TigerTel had 30,625,614 common shares (the "Common Shares") issued and outstanding.

5. TigerTel has been a reporting issuer in British Columbia and Alberta since November 26, 2001. TigerTel is not a reporting issuer in Ontario or any other jurisdiction other than British Columbia and Alberta.

6. TigerTel's common shares are currently listed and posted for trading on the TSX Venture Exchange under trading symbol TTL.

7. TigerTel is in compliance with all of the requirements of the TSX Venture Exchange.

8. TigerTel has a significant connection to Ontario for the following reasons:

i. according to a shareholder list as at November 7, 2003, prepared by TigerTel's registrar and transfer agent, CIBC Mellon Trust Co., approximately 25,300,615 Common Shares of TigerTel were registered in the names of persons having an address in the Province of Ontario, representing more than 90% of all issued and outstanding shares of the Issuer; and

ii. TigerTel maintains its corporate head office in Mississauga Ontario, and the majority of its directors and officers reside in Ontario.

9. TigerTel has been a reporting issuer under the Securities Act (British Columbia) (the "BC Act") since November 26, 2001 and a reporting issuer under the Securities Act (Alberta) (the "Alberta Act") since November 26, 2001.

10. TigerTel is not in default of any requirements of the B.C. Act, the Alberta Act, or any of the rules and regulations thereunder, and is not on the lists of defaulting reporting issuers maintained pursuant to the B.C. Act and the Alberta Act;

11. The continuous disclosure requirements under the BC Act and the Alberta Act are substantially the same as the requirements under the Act.

12. The continuous disclosure materials filed by TigerTel under the Alberta Act and the BC Act are available on the System for Electronic Document Analyses and Retrieval. TigerTel's continuous disclosure record is up to date.

13. None of TigerTel's officers or directors nor, to the knowledge of TigerTel and its officers and directors, any of its controlling shareholders has:

i. been the subject of any penalties or sanctions imposed by a court relating to Canadian securities legislation or 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.

14. None of TigerTel's officers or directors nor, to the knowledge of TigerTel and its officers and directors, any of its controlling shareholders, is or has been subject to:

i. any known ongoing or concluded investigations relating by any Canadian securities regulatory authority or 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.

15. None of TigerTel's officers or directors nor, to the knowledge of TigerTel 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:

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.

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 TigerTel is deemed to be a reporting issuer for the purposes of Ontario securities legislation.

November 19, 2004.

"Cameron McInnis"