Securities Law & Instruments


Filer deemed to have ceased to be offering its securities to the public under the OBCA.

Applicable Legislative Provisions

Business Corporations Act, R.S.O. 1990, c. B. 16, as am., s. 1(6).

R.S.O. 1990, c. B.16, AS AMENDED
(the OBCA)


(the Applicant)

(Subsection 1(6) of the OBCA)

UPON the application of the Applicant to the Ontario Securities Commission (the "Commission") for an order pursuant to subsection 1(6) of the OBCA to be deemed to have ceased to be offering its securities to the public;

AND UPON the Applicant representing to the Commission that:

1. The Applicant is an "offering corporation" as defined in the OBCA, and has an authorized capital consisting of an unlimited number of common shares (the "Common Shares") and Series B preferred shares.

2. The head office of the Applicant is located at 5500 North Service Road, Suite 101, Burlington, Ontario, L7L 6W6.

3. The Applicant completed a "going private transaction" by way of an amalgamation (the "Amalgamation") pursuant to an amalgamation agreement between Tenth Power Technologies Corp. and 2372052 Ontario Limited dated May 16, 2013 for which Articles of Amalgamation were filed on May 16, 2013.

4. As of the date of this decision, the outstanding securities of the Applicant, including debt securities, are beneficially owned, directly or indirectly, by less than 15 security holders in each of the jurisdictions in Canada and less than 51 security holders in total in Canada.

5. The Common Shares of the Applicant have been de-listed from the TSX Venture Exchange, effective as of May 15, 2013.

6. No securities of the Applicant are traded on a marketplace as defined in National Instrument 21-101 -- Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported.

7. The Voluntary Surrender of Reporting Issuer Status was issued by the British Colombia Securities Commission on May 31, 2013. The Applicant was granted an order on May 31, 2013 that it is not a reporting issuer in Ontario or Alberta pursuant to subclause 1(10)(a)(ii) of the Securities Act (Ontario) in accordance with the simplified procedure set out in OSC Staff Notice 12-703 Applications for a Decision that an Issuer is not a Reporting Issuer and is not a reporting issuer or the equivalent in any other jurisdiction in Canada.

8. The Applicant has no intention to seek public financing by way of an offering of securities in a jurisdiction of Canada by way of private placement or public offering.

9. The Applicant is not a reporting issuer or equivalent in any jurisdiction of Canada.

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

IT IS HEREBY ORDERED by the Commission pursuant to subsection 1(6) of the OBCA that the Applicant be deemed to have ceased to be offering its securities to the public for the purpose of the OBCA.

DATED at Toronto on this 7th day of June, 2013.

"Edward P. Kerwin"
Ontario Securities Commission
"Deborah Leckman"
Ontario Securities Commission