Securities Law & Instruments

Headnote

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

Statutes Cited

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

September 6, 2005

IN THE MATTER OF

THE SECURITIES ACT

R.S.O. 1990, CHAPTER S.5, AS AMENDED (THE "ACT")

AND

IN THE MATTER OF

MEDMIRA INC.

 

ORDER

(Subsection 83.1(1))

UPON the application of MedMira Inc. ("MedMira") for an order pursuant to subsection 83.1(1) of the Act deeming MedMira 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 MedMira representing to the Commission as follows:

1. MedMira is a corporation incorporated under the Alberta Business Corporations Act.

2. MedMira has been a reporting issuer under the Securities Act (British Columbia) (the "BC Act") since October 27, 1999, the Securities Act (Alberta) (the "Alberta Act") since December 1, 1999 and the Securities Act (Nova Scotia) (the "Nova Scotia Act") since February 23, 2000. It is not a reporting issuer or public company under the securities legislation of any other jurisdiction in Canada.

3. MedMira's registered office is currently in Calgary, Alberta and its principal office is in Halifax, Nova Scotia. MedMira's minute books and related corporate records are maintained in Halifax, Nova Scotia.

4. The authorized share capital of MedMira consists of an unlimited number of common shares and an unlimited number of Series A Preferred shares of which 43,367,887 common shares and 5,000,000 Series A Preferred shares were issued and outstanding as at August 16, 2005.

5. MedMira's common shares are listed on the TSX Venture Exchange (the "Exchange") under the trading symbol "MIR" and MedMira is in compliance with the rules, regulations and policies of the Exchange.

6. MedMira is not designated as a capital pool company by the Exchange.

7. MedMira has a significant connection to the Province of Ontario in that more than 20% of MedMira's outstanding common shares are held by beneficial owners who are residents of Ontario.

8. MedMira is not in default under any of the requirements of the BC Act, the Alberta Act or the Nova Scotia Act.

9. The continuous disclosure requirements of the BC Act, the Alberta Act and the Nova Scotia Act are substantially the same as the requirements under the Act.

10. The continuous disclosure materials filed by MedMira under the BC Act, the Alberta Act and the Nova Scotia Act are available on the System for Electronic Document Analysis Retrieval (SEDAR).

11. Neither MedMira nor any of its officers or directors, nor to the knowledge of MedMira, its officers and directors, any of its controlling shareholders, has (i) been subject to 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.

12. Neither MedMira nor any of its officers, directors nor, to the knowledge of MedMira, its officers and directors, any of its controlling shareholders, 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.

13. None of the officers or directors of MedMira, nor to the knowledge of MedMira, 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.

14. MedMira 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 MedMira is deemed to be a reporting issuer for the purposes of Ontario securities law.

"John Hughs"
Manager, Corporate Finance
Ontario Securities Commission