Securities Law & Instruments


Section 83.1 - amalgamation of issuer and holding company taking place five days afterissuance of receipt for issuer's prospectus in IPO - issuer having become reportingissuer upon issuance of receipt - Issuer ceasing to be a reporting issuer uponamalgamation - Amalco deemed to be reporting issuer.

Statutes Cited

Securities Act, R.S.O. 1990, c.S.5, as am., ss. 1(1) "reporting issuer"(e), 83.1

R.S.O. 1990, C.S.5, AS AMENDED (THE "ACT)




WHEREAS the Ontario Securities Commission (the "Commission") has receivedan application (the "Application") from Delano Technology Corporation (the "Filer") foran order under the Act that the Filer be deemed a reporting issuer effective the date ofthe Amalgamation (as defined below) pursuant to Subsection 83.1(1) of the Act;

AND WHEREAS the Filer has represented to the Commission that;

1. The Filer was formed upon the amalgamation (the "Amalgamation") of DelanoTechnology Corporation ("Delano") and XDL Delano Holdings Inc. ("XDLHoldings") on February 15, 2000. The head office of the Filer is located inRichmond Hill, Ontario.

2. The authorized capital of the Filer consists of an unlimited number of commonshares and an unlimited number of preference shares, issuable in one or moreseries.

3. As at February 14, 2000 and after giving effect to: the 3-for-2 split of Delano'scommon shares, the exercise of outstanding special warrants, the conversion ofall special shares into common shares, the Offering (as defined below) and aprivate placement of common shares, there were 29,174,598 common shares ofDelano issued and outstanding. As at February 14, 2000, there were nopreference shares of Delano issued and outstanding.

4. Delano became a reporting issuer following the filing of a (final) prospectus withthe Commission and the Alberta Securities Commission on February 8, 2000.Such prospectus qualified the distribution of 5,000,000 common shares ofDelano (the "New Common Shares") and 6,490,386 common shares of Delanoissuable upon the exercise of special warrants (the "Special Warrant CommonShares" and, together with the New Common Shares and the shares to beissued pursuant to the over-allotment option in respect of the New CommonShares, the "Offering"). The New Common Shares were offered concurrently inthe United States. On February 8, 2000, the Filer's registration statement onForm F-1 filed with the Securities and Exchange Commission was declaredeffective.

5. XDL Holdings was incorporated under the laws of the Province of Ontario onJuly 14, 1998. The authorized capital of XDL Holdings consisted of unlimitednumber of common shares and Class A shares of which 3150 common sharesand 947 Class A shares were outstanding as at the date of the Amalgamation.

6. XDL Holdings was not a reporting issuer under the Act.

7. XDL Holdings was formed as an investment vehicle to hold securities of Delano.XDL Holdings had no material assets or liabilities other than securities ofDelano.

8. Pursuant to an amalgamation agreement dated November 30, 1999, asamended (the "Amalgamation Agreement") Delano amalgamated with XDLHoldings on February 15, 2000 to form the Filer under the provisions of theBusiness Corporations Act (Ontario).

9. The Amalgamation Agreement was approved by the board of directors andshareholders of each of Delano and XDL Holdings.

10. In connection with the Amalgamation, shares of Delano held by XDL Holdingswere distributed to the persons and entities that held shares of XDL Holdingssuch that the shareholders of XDL Holdings (i.e., indirect shareholders of theFiler) became direct shareholders of the Filer.

11. Pursuant to the Amalgamation Agreement, the name, articles and by-laws of theFiler are identical to the name, articles and by-laws of Delano, with conformingadjustments. The common shares of the Filer are identical to the commonshares of Delano in all material respects.

12. If the Amalgamation had occurred prior to the closing of the Offering, theresulting amalgamated company would be a reporting issuer under the clause(e) of the definition of reporting issuer in Section 1(1) of the Act.

13. Because the amalgamation occurred after the closing of the offering and neitherDelano nor XDL Holdings had been a reporting issuer under the Act for at least12 months prior to the Amalgamation, the Filer is not a reporting issuer underthe definition of the Act.

14. Delano filed the prospectus with the intention of becoming a reporting issuer.

AND WHEREAS the Commission is satisfied that to do so would not beprejudicial to the public interest;

IT IS ORDERED, pursuant to Subsection 83.1(1) of the Act, that the Filer isdeemed to be a reporting issuer for the purposes of Ontario securities law effective asat the effective time of the Amalgamation on February 15, 2000.

February 15th, 2000.

"J. A. Geller"     "David Brown"