Subsection 83.1(1) - Issuer deemed to be a reporting issuer in Ontario - Issuer already a reporting issuer in British Columbia and Alberta - Issuer's securities trade on the TSX Venture Exchange - Issuer recently completing a qualifying transaction pursuant to Policy 2.4 - Capital Pool Companies of the TSX Venture Exchange - Issuer having a significant connection to Ontario -- Continuous disclosure obligations in British Columbia and Alberta substantially the same as those in Ontario.
Applicable Ontario Statutory Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., s. 83.1(1).
November 3, 2005
IN THE MATTER OF
THE SECURITIES ACT
R.S.O. 1990, c. S.5, AS AMENDED (the "Act")
IN THE MATTER OF
THE MEDIPATTERN CORPORATION
UPON the application of The Medipattern Corporation (the "Applicant") for an order pursuant to subsection 83.1(1) of the Act deeming the Applicant 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 the Applicant representing to the Commission and the Director under the Act as follows:
1. The Applicant is a corporation amalgamated under the Business Corporations Act (Ontario)(the "OBCA").
2. The Applicant (formerly Skoobins Resources Inc. ("Skoobins"), a predecessor amalgamating corporation incorporated under the Alberta Business Corporations Act on May 22, 2002) has been a reporting issuer in the province of Alberta since May 7, 2003, the date on which it received a final receipt from the Alberta Securities Commission for the filing of a capital pool company ("CPC") prospectus.
3. The Applicant became a reporting issuer in the province of British Columbia automatically on July 30, 2003, the date on which its common shares were listed and began trading on the TSX Venture Exchange ("TSX Venture").
4. The Applicant is not currently a reporting issuer or the equivalent in any jurisdiction in Canada other than Alberta and British Columbia.
5. The Applicant's head and registered office is currently in Toronto, Ontario.
6. The authorized capital of the Applicant consists of unlimited common shares and an unlimited number of preferred shares issuable in series. As of October 11, 2005, no preferred shares and 31,953,089 common shares were issued and outstanding.
7. The trading of the common shares of the Applicant (then known as Skoobins) was halted on TSX Venture on November 8, 2004 pending receipt and review of acceptable documentation regarding the Applicant's proposed "Qualifying Transaction" pursuant to Policy 2.4 -- Capital Pool Companies of TSX Venture.
8. Trading in Skoobin's common shares on TSX Venture resumed on November 26, 2004, following the issuance of a news release by Skoobins on November 23, 2004, announcing the proposed Qualifying Transaction in which Skoobins would amalgamate with The Medipattern Corporation ("Medipattern", then a private issuer which was incorporated in 1999 under the OBCA) to form the Applicant as the amalgamated corporation (the "Amalgamation").
9. Skoobins distributed a management information circular dated March 22, 2005 (the "Circular") to the holders of its common shares with respect to an annual and special meeting of shareholders of Skoobins held on April 19, 2005 (the "Meeting"). The Circular:
(a) was prepared in connection with the Qualifying Transaction;
(b) contained the prospectus level disclosure required by section 14.2 of Form 51-102F5 -- Information Circular under National Instrument 51-102 -- Continuous Disclosure Obligations concerning the Qualifying Transaction; and
(c) complied with the policies and requirements of TSX Venture in respect of the Qualifying Transaction.
10. At the Meeting, the shareholders of Skoobins approved the Amalgamation by special resolution.
11. Effective April 21, 2005, Skoobins continued under the OBCA.
12. Effective April 22, 2005, Skoobins amalgamated with Medipattern pursuant to the OBCA and the amalgamated corporation continued under the name "The Medipattern Corporation". Following the Amalgamation, the Applicant (continuing as the amalgamated corporation) remained a reporting issuer in British Columbia and Alberta pursuant to applicable securities legislation.
13. For accounting purposes, the Amalgamation was treated as a reverse take-over, with Medipattern the reverse take-over acquirer. The year-end of the amalgamated corporation is June 30, the same as that of Medipattern.
14. On May 6, 2005 the common shares of the Applicant commenced trading on the TSX Venture under the symbol "MKI".
15. As of May 6, 2005, the Applicant was no longer considered to be a CPC by TSX Venture. Following the Amalgamation, the Applicant carried on the business of a medical imaging software company (which was the business previously carried on by Medipattern).
16. The Applicant has determined that it has a significant connection to Ontario since its mind and management are principally located in Ontario and it has registered holders and beneficial owners of its common shares resident in Ontario who beneficially own more than 10% of the number of issued and outstanding common shares of the Applicant.
17. The Applicant is not on the list of defaulting reporting issuers maintained pursuant to the Securities Act (Alberta) (the "Alberta Act") or pursuant to Securities Act (British Columbia) (the "British Columbia Act"). The Applicant is up to date in the filing of its financial statements and other continuous disclosure documents required under the Alberta Act and the British Columbia Act.
18. The continuous disclosure requirements of the Alberta Act and the British Columbia Act are substantially the same as the requirements under the Act.
19. The continuous disclosure materials filed by the Applicant under the Alberta Act and the British Columbia Act are available on the System for Electronic Document Analysis and Retrieval ("SEDAR").
20. The Applicant's securities are not traded on any stock exchange or trading or quotation system other than TSX Venture.
21. The Applicant is not in default of any of the rules, regulations or policies of TSX Venture.
22. Neither the Applicant nor any of its officers or directors, nor to the knowledge of the Applicant, its officers and directors, any of its controlling shareholders, has:
(a) been subject to any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority,
(b) entered into a settlement agreement with a Canadian securities regulatory authority, or
(c) 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.
23. Neither the Applicant nor any of its officers and directors nor, to the knowledge of Applicant, its officers and directors, any of its controlling shareholders, is or has been subject to:
(a) any known ongoing or concluded investigations 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.
24. None of the officers or directors of the Applicant, nor to the knowledge of the Applicant, 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 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
(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.
25. The Applicant will remit all participation fees due and payable by it pursuant to Ontario Securities Commission Rule 13-502 - Fees by no later than two business days from the date hereof.
26. The Applicant will amend its filer profile on SEDAR to indicate that it is a reporting issuer in Ontario by not later than one business day from the date hereof.
AND UPON the Director under the Act 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 Applicant be deemed a reporting issuer for the purposes of Ontario securities law.