Securities Law & Instruments

Headnote

Subection 1(11)(b) -- 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)(b).

IN THE MATTER OF

THE SECURITIES ACT, R.S.O. 1990,

CHAPTER S.5, AS AMENDED (the Act)

AND

IN THE MATTER OF

reWORKS ENVIRONMENTAL CORP.

 

ORDER

(Subsection 1(11)(b))

UPON the application of reWORKS Environmental Corp. (formerly International Bioanalogics Systems Inc.), (the Applicant) for an order pursuant to subsection 1(11)(b) of the Act that, for the purposes of Ontario securities law, the Applicant is a reporting issuer;

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 as follows:

1. The Applicant was incorporated under the laws of British Columbia on August 5, 1987. It was continued into the State of Wyoming on March 13, 1992 as "Bioanalogics Systems, Inc.". Articles of Merger of Bioanalogics Systems, Inc. with and into BioA Merging Corp., an Oregon corporation (including an Amendment to the Articles of Incorporation of BioA Merging Corp. changing its name to Bioanalogics Systems, Inc.) were filed with the Office of the Secretary of State (Corporation Division) of the State of Oregon on November 5, 1992. On August 16, 1993, the Applicant filed Articles of Amendment changing its name to "International Bioanalogics Systems, Inc.". The Applicant was continued out of the States of Oregon and under the Canada Business Corporations Act on September 29, 2006 upon the filing that date of Articles of Conversion with the Office of the Secretary of State (Corporate Division) of the State of Oregon and the concomitant filing of Articles of Continuance with Corporations Canada on September 29, 2006. On May 14, 2007, articles of amendment were filed to change the Applicant's name to "reWORKS Environmental Corp." and then articles of Amalgamation were filed to merge with reWORKS Inc. and to then carry on business as reWORKS Environmental Corp. (the "Amalgamation").

2. The Applicant's head office is located at 28 Voyager Court South, Etobicoke, Ontario M9W 5M7.

3. The Applicant is authorized to issue an unlimited number of common shares of which 61,508,598 common shares are issued and outstanding.

4. The Applicant's common shares were listed and commenced trading on the TSX Venture Exchange on May 28, 2007, following completion of the Amalgamation. The Applicant is not in default of any of the rules, regulations and policies of the TSX Venture Exchange.

5. The Applicant is a reporting issuer in British Columbia and Alberta. The Applicant is not on the list of defaulting reporting issuers maintained pursuant to the Securities Act (Alberta) or the Securities Act (British Columbia), and, to the best of its knowledge, is not in default of any of its obligations in Alberta or British Columbia.

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

7. The Applicant is up to date with its continuous disclosure obligations and has paid all outstanding filing fees.

8. The TSX Venture Exchange requires all of its listed issuers, which are not otherwise reporting issuers in Ontario, to assess whether they have a significant connection with Ontario as defined in Policy 1.1 of the TSX Venture Exchange Corporate Finance Manual, and, upon first becoming aware that is has a significant connection to Ontario, to promptly make a bona fide application to the Commission to be deemed a reporting issuer in Ontario.

9. The Applicant, on completion of the Amalgamation, established a significant connection to Ontario by the fact that it continued with reWORKS Inc.'s business and now has its principal office and management, along with significant shareholders, in Ontario.

10. The continuous disclosure requirements of the securities legislation in British Columbia and Alberta are substantially the same as the requirements in Ontario.

11. The materials filed by the Applicant as a reporting issuer in the Provinces of British Columbia and Alberta are available on SEDAR.

12. The Applicant was the subject of cease trade orders issued by the British Columbia Securities Commission dated October 23, 2002 and by the Alberta Securities Commission dated November 8, 2002 (collectively, the Cease Trade Orders). The Cease Trade Orders were revoked on March 27, 2007.

13. With the exception of the Cease Trade Orders, neither the Applicant nor any of its directors, officers nor to the knowledge of the Applicant and its directors and officers, 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 Applicant nor any of its directors, officers nor, to the best knowledge of the Applicant and its directors and officers, 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. Except as noted below, none of the officers or directors of the Applicant or 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 order, or order 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.

Donald Green, Chairman, Chief Executive Officer and a director of the Issuer, was previously a director of Home Ticket Network Corporation ("Home Ticket") but had resigned prior to it being suspended by the TSX Venture Exchange on February 8, 2002 for failure to maintain the Tier Maintenance Requirements. Home Ticket was subsequently delisted from the Exchange on June 20, 2003 for failure to pay its annual sustaining fee. Mr. Green was not a director of Home Ticket at this time either. Mr. Green also was a director of Laidlaw Inc., which was suspended from trading by the TSX on June 13, 2002 for failure to meet the Continued Listing Requirements.

David Woolford, an Assistant Secretary of the Issuer, serves as Chairman and a director of HEGCO Canada Inc. ("HEGCO"). On February 21, 2002, the Court of Queen's Bench of Alberta appointed a receiver and manager for HEGCO, pursuant to a petition filed by the company. The Ontario, British Columbia and Alberta Securities Commissions issued cease trade orders in 2002 with respect to the securities of HEGCO for failure to file financial statements. Such cease trade orders continue as of the date hereof. Trading in the common shares of HEGCO was suspended on the former CDNX in April 2002. HEGCO's restructuring efforts continue as of the date hereof.

16. 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 this Order.

AND UPON the Commission considering that it would be in the public interest;

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

DATED October 9, 2007

"Erez Blumberger"
Manager, Corporate Finance
Ontario Securities Commission