Jite Technologies Inc. -- s. 1(6) of the OBCA

Headnote

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).

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

JITE TECHNOLOGIES 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 a corporation constituted under the laws of Ontario by the amalgamation (the Amalgamation) on May 31, 2012 of Jite Technologies Inc. (JTI), a corporation formerly listed on the TSX Venture Exchange (TSXV) and an "offering corporation" as defined in the OBCA, and 1872706 Ontario Limited (1872706), a non-offering corporation and a wholly-owned subsidiary of McVicar Industries Inc. (McVicar). The Applicant has an authorized capital consisting of an unlimited number of common shares (the Common Shares) and an unlimited number of redeemable preference shares (Preference Shares).

2. The registered and head office of Applicant is located at 55 University Avenue, Suite 605, Toronto, Ontario M5J 2H7.

3. On February 28, 2012, McVicar made an offer (the Offer) to acquire all of the issued and outstanding common shares of JTI (the JTI Shares). The Offer expired on April 4, 2012.

4. Prior to making the Offer, McVicar held 11,285,250 JTI Shares, approximately 56.22% of the issued and outstanding JTI Shares.

5. On April 5, 2012, an aggregate of 7,517,356 JTI Shares, which represented approximately 37.45% of the issued and outstanding JTI Shares, validly tendered to the Offer were taken up by McVicar.

6. As a result of the Offer, McVicar increased its holdings to 18,802,606 JTI Shares representing approximately 93.67% of the issued and outstanding JTI Shares.

7. Pursuant to the Amalgamation, all of the 1,271,007 outstanding JTI Shares not held by McVicar were exchanged for Preference Shares and then redeemed for a cash amount per Preference Share equal to the cash price stipulated in the Offer. The JTI Shares held by McVicar were cancelled. The issued and outstanding shares of the McVicar subsidiary, 1872706 Ontario Limited, were exchanged for Common Shares.

8. As a result, McVicar became the sole beneficial holder of all of the Common Shares.

9. As of the date of this decision, all of the outstanding securities of the Applicant, including debt securities, which are beneficially owned, directly or indirectly, are held by McVicar as sole security holder.

10. The JTI Shares have been de-listed from the TSXV, effective as of the close of trading on June 4, 2012.

11. No securities of the Applicant are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation.

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

13. The Applicant is not a reporting issuer or equivalent in any jurisdiction in 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 August 3, 2012.