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

GREAT PACIFIC INTERNATIONAL INC.

 

ORDER

(Clause 1(11)(b))

UPON the application (the Application) of Great Pacific International Inc. (the Applicant) for an order pursuant to clause 1(11)(b) of the Act that, for the purpose of Ontario securities law, the Applicant is a reporting issuer;

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

AND UPON the Applicant representing to the Commission as follows:

1. The Applicant was incorporated under the Business Corporations Act (Alberta), by certificate of incorporation dated November 4, 1993, with its registered and records office located at #155, 10403 -- 122 Street, Edmonton, Alberta and its head office at 216 -- 7198 Vantage Way, Ladner, British Columbia V4G 1K7.

2. The authorized capital of the Applicant consists of an unlimited number of common shares and an unlimited number of preferred shares of which 17,091,933 common shares and no preferred shares are outstanding.

3. The Applicant has been a reporting issuer under the Securities Act (Alberta) (the Alberta Act) since April, 1994 and under the Securities Act (British Columbia) (the BC Act) since November, 1999.

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

5. The Applicant is not on the list of defaulting reporting issuers 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.

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

7. The continuous disclosure materials filed by the Applicant under the BC Act and the Alberta Act are available on the System for Electronic Document Analysis and Retrieval (SEDAR) with September 15, 1998 being the date of the first electronic filing on SEDAR by the Applicant.

8. The Applicant's common shares are traded on the TSX Venture Exchange (TSXV) under the symbol "GPI". The Applicant's common shares are not traded on any other stock exchange or trading or quotation system other than the pick sheet grey market.

9. The Applicant is not in default of any of the rules or regulations or policies of the TSXV.

10. The Applicant is not designated as a capital pool company by the TSXV.

11. The Applicant is up-to-date in the filing of its financial statements and other continuous disclosure documents.

12. Neither the Applicant nor any of its officers, directors nor, to the knowledge of the Applicant, 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.

13. Neither the Applicant nor any of its officers, directors, nor to the knowledge of the 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.

14. None of the directors or officers of the Applicant, nor to the knowledge of the Applicant, its officers and directors, any controlling shareholder, 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 ten 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.

15. The Applicant will remit all participation fees due and payable by it pursuant to Commission Rule 13-502 Fees by no later than two business days from the date of hereof.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

IT IS ORDERED pursuant to clause 1(11)(b) of the Act that the Applicant is a reporting issuer for the purposes of Ontario securities law.

DATED at Toronto, this 31st day of August, 2007.

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