Securities Law & Instruments

Headnote

Subsection 83.1(1) -- Issuer deemed to be a reporting issuer in Ontario -- Existing limited partnership to be dissolved pursuant to reorganization, with newly formed corporation to acquire the assets and liabilities of dissolved limited partnership -- Deeming order required because (a) there has been no exchange of securities between old issuer and continuing issuer, (b) the old issuer is a limited partnership, (c) the reorganization was not a statutory arrangement or procedure, and (d) the continuing issuer has not been a reporting issuer in Ontario for at least twelve months -- Unitholders of limited partnership will become shareholders of continuing issuer and will receive prospectus-level disclosure regarding reorganization, limited partnership and continuing issuer.

Applicable Ontario Statutes

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

June 28, 2005

IN THE MATTER OF

THE SECURITIES ACT, R.S.O. 1990,

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

AND

IN THE MATTER OF

OPHIR VENTURES INC.

 

ORDER

(Subsection 83.1(1))

UPON the application of Ophir Ventures Inc. (Ophir) for an order pursuant to subsection 83.1(1) of the Act deeming Ophir to be a reporting issuer for the purposes of Ontario securities law;

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

AND UPON Ophir representing to the Commission as follows:

1. Ophir is a corporation incorporated pursuant to the provisions of the Business Corporations Act (Ontario) (the OBCA).

2. The principal and head office of Ophir is located at 32 Roxborough Street East, Toronto, Ontario, M4W 1V6.

3. The authorized capital of Ophir consists of an unlimited number of common shares, of which 42,570,065 common shares are issued and outstanding as at June 27, 2005.

4. Authentex is a limited partnership formed on December 30, 1991 pursuant to the provisions of the Limited Partnerships Act (Ontario). The general partner of Authentex is NPRG Management Inc., a corporation incorporated pursuant to the provisions of the OBCA.

5. The principal and head office of Authentex is located at 32 Roxborough Street East, Toronto, Ontario, M4W 1V6.

6. Authentex was authorized to issue an unlimited number of units, of which 42,570,065 units were issued and outstanding as at April 7, 2005 (the Effective Date).

7. Authentex was a reporting issuer in the Province of Ontario and had been, at the Effective Date, for more than twelve (12) months. Authentex has filed all of the information that it has been required to file as a reporting issuer and is not in default of Ontario securities law.

8. Authentex was engaged in the development and distribution of security software until 1988, when it sold its business (the Sale) to an arm's length purchaser (the Purchaser). After that time, Authentex became a holding entity, with its sole purpose being to hold the shares of the Purchaser received as consideration for the Sale (the Sale Shares). The Sale Shares were sold to another arm's length purchaser in 2003. Authentex has minimal assets and does not carry on any business.

9. In order to commence a search for prospective new businesses to carry on and maximize the value accruing to the holders of its units (the Unitholders), the management of Authentex decided to reorganize Authentex into a corporate entity (the Reorganization).

10. The Reorganization was completed on the Effective Date and consisted of the following steps:

a) Authentex prepared and delivered to the Unitholders an information circular, as required by section 9.1 of National Instrument 51-102 Continuous Disclosure Obligations, which information circular contained the prospectus level disclosure prescribed by Item 14.2 of Form 51-102F5 Information Circulars, and the Unitholders approved the Reorganization as described in such information circular (the Approval) at the extraordinary meeting of Unitholders held on the Effective Date;

b) after the Approval was obtained, Authentex subscribed for 42,570,064 common shares of Ophir, resulting in Authentex owning an aggregate of 42,570,065 common shares of Ophir;

c) Authentex distributed the common shares of Ophir held by it to the Unitholders on a 1:1 basis in respect of units held by Unitholders on the Effective Date; and

d) the Unitholders agreed to cause Authentex to be liquidated and dissolved pursuant to the partnership agreement governing Authentex.

11. Ophir shall remit all participation fees due and payable by it pursuant to Ontario Securities Commission Rule 13-502 Fees by no later than two (2) business days from the date hereof.

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 Ophir be deemed a reporting issuer for purposes of Ontario securities law.

"Paul M. Moore, Q.C."
Ontario Securities Commission
 
"Harold P. Hands"
Ontario Securities Commission