Securities Law & Instruments

Headnote

Issuer deemed to be a reporting issuer in Ontario -- issuer already a reporting issuer in British Columbia and Alberta -- issuer's securities listing for trading on the TSX Venture Exchange -- continuous disclosure requirements 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 29, 2005

IN THE MATTER OF

THE SECURITIES ACT

R.S.O. 1990, CHAPTER S.5,

AS AMENDED (the "Act")

AND

IN THE MATTER OF

HY-DRIVE TECHNOLOGIES LTD.

 

ORDER

(Subsection 83.1(1))

UPON the application of Hy-Drive Technologies Ltd. (the "Corporation") to the Ontario Securities Commission for an order pursuant to subsection 83.1(1) of the Act deeming the Corporation to be a reporting issuer for the purposes of the Act;

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

AND UPON the Corporation having represented to the Commission that:

1. The Corporation was continued under the laws of the Province of Ontario on September 7, 2005 and is a corporation subsisting under the Business Corporations Act (Ontario).

2. The head office of the Corporation is located at 6760 Campobello Road, Mississauga, Ontario, L5N 2L8.

3. As at close of business on November 18, 2005, the authorized capital of the Corporation consisted of an unlimited number of common shares and an unlimited number of first preferred shares, issuable in series, of which 42,175,048 common shares and no first preferred shares were issued and outstanding.

4. The common shares of the Corporation are currently listed on the TSX Venture Exchange (the "Exchange") under the symbol "HGS" and the Corporation is in compliance with the requirements of the Exchange.

5. The Corporation has been a reporting issuer under the Securities Act (British Columbia) (the "BC Act") and the Securities Act (Alberta) (the "Alberta Act") since March 29, 2004.

6. The Corporation is not a reporting issuer or equivalent under the securities legislation of any other jurisdiction in Canada.

7. The Corporation is not in default of any requirements of the BC Act or the Alberta Act.

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

9. The continuous disclosure materials filed by the Corporation are available on the System for Electronic Document Analysis and Retrieval.

10. There have been no penalties or sanctions imposed against the Corporation by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority.

11. Neither the Corporation, nor any of its directors, officers or shareholders holding sufficient securities of the Corporation to affect materially the control of the Corporation, has:

(a) been the subject of 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 likely be considered important to a reasonable investor making an investment decision.

12. Neither the Corporation nor any of its directors, officers or shareholders holding sufficient securities of the Corporation to affect materially the control of the Corporation, is or has been subject to:

(a) any known ongoing or concluded investigations by:

(i) Canadian securities regulatory authorities; or

(ii) a court or regulatory body, other than a Canadian securities regulatory authority, that would be likely 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 10 years before the date of this application.

13. None of the directors and officers of the Corporation nor 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, a director or officer of another 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 laws, for a period of more than thirty (30) consecutive days, within the 10 years before the date of this application; 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 10 years before the date of this application.

14. The Corporation 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 of this Order.

AND UPON the Commission being satisfied that it 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 to be a reporting issuer for the purposes of Ontario securities law.

"Iva Vranic"
Manager, Corporate Finance