Securities Law & Instruments

Headnote

Section 1(11) -- order that issuer is a reporting issuer for purposes of Ontario securities law -- issuer already a reporting issuer in British Columbia and Alberta -- issuer's securities listed for trading on the TSX Venture Exchange -- continuous disclosure requirements in British Columbia and Alberta are substantially the same as those in Ontario.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(11).

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, CHAPTER S.5, AS AMENDED (the "Act")

AND

IN THE MATTER OF

NEW SAGE ENERGY CORP.

(the "Applicant")

 

ORDER

(Clause 1(11)(b))

UPON the application (the Application) of New Sage Energy Corp. (the Issuer) for an order pursuant to clause 1(11)(b) of the Act the Issuer is 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 representing to the Commission that:

1. The Issuer is a corporation incorporated on December 19, 1980 under the Business Corporations Act (Canada).

2. The Issuer's head office is located at 8 King Street East, Suite 810, Toronto, Ontario, M5C 1B5.

3. The authorized share capital of the Issuer consists of an unlimited number of common shares of which 20,015,264 were issued and outstanding as of June 15, 2007.

4. The Issuer has been a reporting issuer under the Securities Act (British Columbia) (the BC Act) since May 13, 1983 and under the Securities Act (Alberta) (the Alberta Act) since November 26, 1999. The Issuer is not on the list of defaulting reporters maintained pursuant to the BC Act or the Alberta Act and is not in default of any of its obligations under the BC Act or the Alberta Act.

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

6. The Issuer has a significant connection to Ontario in that the head office of the Issuer is in Ontario, the President of the Issuer resides in Ontario; more than 20% of the outstanding common shares of the Issuer are held by beneficial owners who are resident in Ontario; and more than 10% of the registered and non-objecting beneficial owners of common shares of the Issuer are residents of Ontario.

7. The common shares of the Issuer are listed on the TSX Venture Exchange (the Exchange) under the trading symbol "NSG". The common shares of the Issuer are not traded on any other stock exchange or trading or quotation system.

8. The Issuer is not in default of any of the rules and regulations of the Exchange.

9. The Issuer is not designated as a capital pool company by the Exchange.

10. The Issuer is up to date in the filing of its financial statements and other continuous disclosure documents.

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

12. The continuous disclosure materials filed by the Issuer under the BC Act and the Alberta Act are available on the System for Electronic Document Analysis and Retrieval (SEDAR), with July 22, 1997 being the date of the first electronic filing on SEDAR by the Issuer.

13. Neither the Issuer nor any of its officers, directors nor, to the knowledge of the Issuer, its officers and directors, any of its controlling shareholders, 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 be likely to be considered important to a reasonable investor making an investment decision.

14. Neither the Issuer nor any of its officers, directors nor, to the knowledge of the Issuer, 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.

15. None of the directors or officers of the Issuer, nor to the knowledge of the Issuer, its directors and officers, any of its controlling shareholders, is or has been at the time of such event a director or officer 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 thirty (30) consecutive days, within the preceding ten (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 ten (10) years.

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 two 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 clause 1(11)(b) of the Act that the Issuer is a reporting issuer for the purposes of Ontario securities law.

DATED at Toronto this 3rd day of July, 2007.

"Jo-Anne Matear"
Assistant Manager, Corporate Finance
Ontario Securities Commission