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 nad Alberta - issuer's securities listed for trading on the TSX Venture Exchange - continuous disclosure requirements in British Columbia and Alberta substantially the same as those in Ontario.

Statutes Cited

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

CRITICAL OUTCOME TECHNOLOGIES INC.

 

ORDER

(Subsection 83.1(1))

UPON the application of Critical Outcome Technologies Inc. (the "Issuer") for an order pursuant to subsection 83.1(1) of the Act deeming the Issuer 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 Issuer having represented to the Commission as follows:

1. The Issuer is a corporation amalgamated pursuant to the Business Corporations Act (Ontario).

2. The Issuer's head and registered office is located at The Stiller Centre for Biotechnology Commercialization, Suite 213, 700 Collip Circle, London, Ontario N6G 4X8.

3. The authorized capital of the Issuer consists of an unlimited number of common shares ("Common Shares") and an unlimited number of preferred shares of which 34,602,332 Common Shares are issued and outstanding, and there are issued and outstanding convertible securities to acquire an additional 5,374,432 Common Shares.

4. Aviator Petroleum Corp. ("Aviator"), previously a capital pool company and predecessor company to the Issuer, became a reporting issuer under the Securities Act (Alberta) (the "Alberta Act") on April 15, 2005 and under the Securities Act (British Columbia) (the "B.C. Act") on May 19, 2005.

5. The Issuer became a reporting issuer under the Alberta Act and the B.C. Act on October 13, 2006 on the amalgamation of Aviator and Critical Outcome Technologies Inc. The Issuer is not in default of any requirements of the Alberta Act or the B.C. Act.

6. The Issuer is not a reporting issuer or the equivalent in any jurisdiction in Canada other than Alberta and British Columbia.

7. The Issuer is not on the list of defaulting reporting issuers maintained pursuant to the Alberta Act or pursuant to the B.C. Act.

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

9. The continuous disclosure materials filed by the Issuer under the Alberta Act and the B.C. Act are available on the System for Electronic Document Analysis and Retrieval (SEDAR).

10. The Issuer's common shares are listed and posted for trading on the TSXV under the symbol COT and the Issuer's common shares are not traded on any other stock exchange or trading or quotation system.

11. The Issuer is not in default of any of the rules or regulations of the TSXV.

12. The Issuer has determined that it has developed a significant connection to Ontario in that:

(i) Ontario residents are registered and beneficial holders of more than 20% of the total number of outstanding common shares of the Issuer and 79% of the Issuer's issued and outstanding common shares are held directly and indirectly by Ontario residents;

(ii) the Chief Executive Officer, President, and Chief Financial Officer of the Issuer all reside in Ontario; and

(iii) the Issuer's head office is in Ontario.

13. Neither the Issuer nor its predecessor companies, nor, to the knowledge of the Issuer, its directors, officers, or 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 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.

14. Neither the Issuer nor its predecessor companies nor, to the knowledge of the Issuer, its directors, officers, or 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,

except as follows:

(A) Mr. Bruno Maruzzo, a director of the Issuer, was a director of CCPC Biotech Inc. (TSX: CBO) which was subject to a cease trade order issued by the Alberta Securities Commission on July 19, 2002 for failure to file required financial information and a similar order issued by the British Columbia Securities Commission on September 4, 2002. Trading of that company's shares remained suspended until that company was delisted on November 19, 2003. CCPC Biotech Inc. was voluntarily dissolved on December 16, 2004 (the "CCPC Biotech Orders");

(B) Mr. Bruno Maruzzo was also a director of Materials Protection Technologies Inc. which was subject to a cease trading order issued by the Ontario Securities Commission on May 22, 2002 for failure to file required financial information due to that company's financial difficulties, and similar orders issued by each of the British Columbia Securities Commission on May 29, 2002 and the Alberta Securities Commission on June 21, 2002. Trading of that company's shares remained suspended until the company was delisted on June 20, 2003 (the "Materials Protection Technologies Orders");

(C) Mr. Bruno Maruzzo was also a director of World Wise Technologies Inc. (now W2 Energy Inc.) and along with other insiders of the company, subject to individual cease trade orders issued by the Ontario Securities Commission on February 21, 2003 as a result of that company's failure to make statutory filings (the "World Wise Technologies Orders"); and

(D) Mr. Dean Gendron, a director of the Issuer, was interim CEO of a private company, VideoArch Inc., from 2004 to 2005. VideoArch Inc. became insolvent in 2005 and Mr. Gendron was appointed as the representative of the privately-appointed receiver from April to October 2005 (the "VideoArch Insolvency").

15. To the knowledge of the Issuer, none of the directors or officers of the Issuer, or 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,

except as follows:

(A) Mr. Bruno Maruzzo and the CCPC Biotech Orders, Materials Protection Technologies Orders and World Wise Technologies Orders described in paragraph 14 above; and

(B) Mr. Dean Gendron and the VideoArch Insolvency described in paragraph 14 above.

16. The Issuer will remit all participation fees due and payable by it pursuant to Ontario Securities Commission Rule 13-502 Fees by no later than 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 the Issuer be deemed a reporting issuer for purposes of Ontario securities law.

DATED December 19, 2006

"Jo-Anne Matear"
Assistant Manager, Corporate Finance