Securities Law & Instruments

IN THE MATTER OF THE BUSINESS CORPORATIONS ACT (ONTARIO), R.S.O. 1990, c. B.16, AS AMENDED (the OBCA) AND IN THE MATTER OF GENTERRA CAPITAL INC. (the Applicant)

ORDER (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, an unlimited number of Class A Preference Shares and an unlimited number of Class B Preference Shares.

2. The head office of the Applicant is located at 106 Avenue Road, Toronto, Ontario, M5R 2H3.

3. At the close of business on October 25, 2015, there were 8,314,358 Common Shares, 326,000 Class A Preference Shares and 8,703,016 Class B Preference Shares issued and outstanding.

4. Pursuant to a plan of arrangement under the OBCA (the "Arrangement") completed on October 26, 2015 between the Applicant and Gencan Capital Inc. ("Gencan"), the holders of Common Shares of the Applicant, other than those holders who were, for the purposes of voting on the Arrangement, "interested parties" within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions ("MI 61-101") or otherwise required to be excluded for the purposes of a vote on the Arrangement under the requirements of MI 61-101, exchanged the Common Shares of the Applicant held by them for either cash or cash and shares of Gencan.

5. On November 30, 2015, the Applicant redeemed all of the issued and outstanding Class B Preference Shares of the Applicant in accordance with the terms and conditions attaching to such shares. As a result, there are no Class B Preference Shares issued and outstanding.

6. All of the Class A Preference Shares are held by one shareholder.

7. As a result of the Arrangement, Gencan became a public company and the Applicant became wholly-owned, directly and indirectly, by its current control group comprised of its Chairman, Fred A. Litwin, and members of his family.

8. The Common Shares of the Applicant, which traded under the symbol "GIC" on the TSX Venture Exchange, were delisted effective at the close of trading on October 28, 2015.

9. The Applicant has no other outstanding securities, including debt securities, aside from the Common Shares and the Class A Preference Shares.

10. No securities of the Applicant, including debt securities, are traded in Canada or another country 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.

11. The Applicant has no intention to seek a public financing by way of an offering of its securities.

12. Pursuant to British Columbia Instrument 11-502 -- Voluntary Surrender of Reporting Issuer Status, the Applicant voluntarily surrendered its reporting issuer status on January 19, 2016 and the British Columbia Securities Commission confirmed its non-reporting status in British Columbia effective January 29, 2016.

13. Pursuant to a Decision made on February 9, 2016 by the securities regulatory authorities of each of the Provinces of Alberta, Ontario, and Quebec (the "Jurisdictions"), the Applicant has ceased to be a reporting issuer in each of the Jurisdictions.

14. The Applicant is not in default of any requirement of securities legislation in any Jurisdiction, except for the obligation to file in the Jurisdictions its annual financial statements and related management's discussion and analysis for the period ended September 30, 2015, as required under National Instrument 51-102 -- Continuous Disclosure Obligations, and the related certification of such financial statements and management's discussion and analysis, as required under National Instrument 52-109 -- Certification of Disclosure in Issuers' Annual and Interim Filings (collectively, the "Filings"), all of which became due on January 29, 2016.

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 15th day of March, 2016.

"Judith Robertson"
Ontario Securities Commission
 
"William Furlong"
Ontario Securities Commission