Securities Law & Instruments

Headnote

Subsection 1(11)(b) -- Order that the issuer is a reporting issuer for the purposes of Ontario securities law -- Issuer already a reporting issuer in Alberta and British Columbia -- Issuer's securities listed for trading on the TSX Venture Exchange -- Continuous disclosure requirements in Alberta and British Columbia substantially the same as those in Ontario -- Issuer has a significant connection to 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

ACKROO INC.

ORDER

(Clause 1(11)(b))

UPON the application of (the "Applicant") to the Ontario Securities Commission (the "Commission") for an order pursuant to clause 1(11)(b) of the Act that, for the purposes of Ontario securities law, the Applicant is a reporting issuer in Ontario;

AND UPON considering the application and the recommendation of the staff of the Commission;

AND UPON the Applicant representing to the Commission as follows:

1. The Applicant is a corporation governed by the Canada Business Corporations Act.

2. The head office of the Applicant is located at 300 Terry Fox Drive, Suite 700, Ottawa, ON, K2K 0E3. The registered office of the Applicant is located at 800 -- 515 Legget Drive, Ottawa, ON, K2K 3G4.

3. The Applicant is a reporting issuer under the Securities Act (Alberta) (the "Alberta Act") and the Securities Act (British Columbia) (the "BC Act"). The Applicant's common shares are listed on the TSX Venture Exchange (the "TSX-V") and currently trade under the trading symbol "AKR".

4. The Applicant is not currently a reporting issuer or 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 Alberta Act and the BC Act and is not in default of any requirement of either the Alberta Act or the BC Act or the rules and regulations made thereunder.

6. The Applicant is not in default of any of the rules, regulations or policies of the TSX-V.

7. The continuous disclosure materials filed by the Applicant under the Alberta Act and the BC Act are available on the System for Electronic Document Analysis and Retrieval.

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

9. Pursuant to the policies of the TSX-V, a listed-issuer, which is not otherwise a reporting issuer in Ontario, must assess whether it has a "significant connection to Ontario" (as defined in the policies of the TSX-V) and, upon becoming aware that it has a significant connection to Ontario, promptly make a bona fide application to the Commission to be deemed a reporting issuer in Ontario.

10. The Applicant has determined that it has a "significant connection to Ontario" as its mind and management are principally located in Ontario and registered and beneficial shareholders of the Applicant known to the Applicant to be resident in Ontario beneficially own in excess of 10% of the issued and outstanding shares of the Applicant.

11. Neither the Applicant nor any of its officers, directors, nor, to the knowledge of the Applicant or its directors or officers, any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant, 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 the 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.

12. Other than set forth below in paragraph 13, neither the Applicant nor any of its officers, directors, nor, to the knowledge of the Applicant or its officers and directors, any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant, is or has been subject to:

(a) any known or ongoing or concluded investigations by:

(i) a Canadian securities regulatory authority; or

(ii) a court or regulatory body, other than the 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.

13. The statement in paragraph 12, is qualified by the following disclosure:

(a) On September 13, 2004, the Applicant and its operating subsidiary filed Notices of Intention to file proposals under the Bankruptcy and Insolvency Act (Canada), with the intention of submitting a proposal to those companies' creditors in connection with a restructuring of those companies' affairs. The proposals were subsequently accepted by the creditors and approved by the Supreme Court of British Columbia, and the restructuring was completed.

14. Other than set forth below in paragraph 15, none of the officers or directors of the Applicant, nor, to the knowledge of the Applicant, or its officers and directors, any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant, 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 order 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 appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.

15. The statement in paragraph 14, is qualified by the following disclosure:

(a) Mr. Jeff Durno is a director of the Applicant. On May 27, 2004, while Mr. Durno was a director of the Applicant he was subject to a management cease trade order in respect of any securities of the Applicant, issued by the British Columbia Securities Commission due to a delay in the filing of the Applicant's financial statements for the year ended December 31, 2003, and for the first quarter ended March 31, 2004. The Applicant subsequently filed and mailed the financial statements to security holders entitled to receive a copy thereof and the order was revoked on June 29, 2004.

(b) On September 13, 2004, while Mr. Durno was a director of the Applicant, the Applicant and its operating subsidiary filed Notices of Intention to file proposals under the Bankruptcy and Insolvency Act, with the intention of submitting a proposal to those companies' creditors in connection with a restructuring of those companies' affairs. The proposals were subsequently accepted by the creditors and approved by the Supreme Court of British Columbia, and the restructuring was completed.

(c) On May 4, 2005, while Mr. Durno was a director and Chairman of the Applicant, he was subject to a management cease trade order in respect of any securities of the Applicant, issued by the British Columbia Securities Commission due to a delay in the filing of the Applicant's financial statements for the year ended December 31, 2004, and for the first quarter ended March 31, 2005. The Applicant subsequently filed and mailed the financial statements to security holders entitled to receive a copy thereof and the order was revoked on June 20, 2005.

16. The Applicant has one director that is a non-resident of Canada and has filed with the Commission via SEDAR a "Non-Issuer Submission to Jurisdiction and Appointment of Agent for Service of Process" form executed by such director.

17. The Applicant has 57,144,051 common shares and no other shares issued and outstanding.

AND UPON the Commission being satisfied that granting this Order 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 on this 24th day of January, 2013.

"Shannon O'Hearn"
Manager, Corporate Finance
Ontario Securities Commission