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., ss. 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

REALEX PROPERTIES CORP.

 

ORDER

(clause 1(11)(b))

UPON the application of Realex Properties Corp. (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 was incorporated under the Canada Business Corporations Act on September 22,1997.

2. The head office of the Applicant is located at 1200, 606 -- 4th Street SW, Calgary, Alberta T2P 1T1 and the registered office of the Applicant is located at 3700, 400 -- 3rd Avenue SW, Calgary, Alberta, T2P 4H2.

3. The authorized share capital of the Applicant consists of an unlimited number common shares, non-voting shares and preferred shares.

4. As at June 8, 2009, 44,431,575 common shares, 111,781,353 non-voting shares and 49,454 preferred shares Series A of the Applicant were issued and outstanding.

5. The Applicant has been a reporting issuer under the Securities Act (British Columbia) (the "BC Act") since September 29, 2006 and under the Securities Act (Alberta) (the "Alberta Act") since September 29, 2006. The Applicant is not a reporting issuer or the equivalent in any jurisdiction in Canada other than British Columbia or Alberta.

6. The Applicant is not on the list of defaulting reporting issuers maintained pursuant to the BC Act or the Alberta Act and is not in default of any of its obligations under the BC Act or the Alberta Act.

7. The continuous disclosure materials filed by the Applicant under the BC Act and the Alberta Act are available on the System for Electronic Document Analysis and Retrieval (SEDAR), with March 23, 2005 being the date of the first electronic filing on SEDAR by the Applicant.

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

9. The common shares of the Applicant are listed and posted for trading on the TSX Venture Exchange (the TSX-V) under the symbol "RLX" and the non-voting shares of the Applicant are listed on the TSX-V under the symbol "RLX.A".

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

11. The TSX-V 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-V 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.

12. The Applicant has a significant connection to Ontario since more than 20% of the total number of equity securities of the Applicant are owned by registered and beneficial shareholders resident in Ontario.

13. The Applicant does not have a shareholder which holds sufficient securities of the Applicant to affect materially the control of the Applicant.

14. Neither the Applicant, nor any of its officers, directors, nor, to the knowledge of the Applicant and its officers or directors, has:

(a) been subject to 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.

15. Other than as disclosed below, neither the Applicant, nor any of its officers, directors, nor, to the knowledge of the Applicant and its officers or directors, is or has been the subject of:

(a) any known ongoing or concluded investigation by a Canadian securities regulatory authority, or 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.

16. On May 28, 2004, the Applicant filed a proposal under the Bankruptcy and Insolvency Act (Canada) which was accepted by creditors of the Applicant on December 2, 2004 and approved by the Quebec Superior Court on January 20, 2005. As a consequence, certain technology belonging to the Applicant, including proprietary rights, was transferred to a new corporation and the Applicant continued with limited cash balances and certain tax attributes arising from its expenditures on the development of the since-transferred technologies.

17. Neither any of the officers or directors of the Applicant, nor, to the knowledge of the Applicant and its officers and directors, 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 orders, or orders 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.

18. The Applicant will remit all participation fees due and payable by it pursuant to Ontario Securities Commission Rule 13-502 Fees by no later than two business days from the date of this order.

AND UPON the Commission being satisfied that granting this Order would not be prejudicial to the public interest;

IT IS HEREBY 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 this 17th day of June, 2009.

"Michael Brown"
Assistant Manager, Corporate Finance
Ontario Securities Commission