Capital Alliance Ventures Inc.

Headnote

Extension of Lapse Date

Statutes Cited

Securities Act, R.S.O. 1990, c.S.5, as am., ss. 62(1) and ss. 62(5).

UPON an application (the "Application") from Capital Alliance Ventures Inc. (the"Fund") for an order pursuant to subsection 62(5) of the Act that the time limitspertaining to the distribution of qualified securities ("Securities") under the currentprospectus (the "Prospectus") of the Fund be extended to those time limits that wouldbe applicable if the lapse date of the Prospectus was October 27, 2000;

AND UPON considering the application and the recommendations of the staff of

the Commission;

AND UPON the Fund having represented to the Commission that:

1. the Fund is a labour sponsored investment fund incorporated under the CanadaBusiness Corporations Act;

2. the fund is a reporting issuer as defined in the Act and is not in default of any ofthe requirements of the Act or the Regulation made thereunder;

3. the lapse date for the distribution of Securities of the Fund pursuant to itsProspectus was October 1, 2000;

4. the Fund filed a pro forma prospectus with the Commission on August 29, 2000,within the time specified by subsection 62(2)(a) of the Act;

5. in connection with the refiling, discussions between staff of the Commission andthe Fund are currently ongoing with respect to the reporting of performance feeson financial statements and the unavailability of the solicitor for the Fund duringthe week of October 9, 2000;

6. the Fund wishes to extend the time for filing the Fund's prospectus undersubsection 62(2(b) of the Act to on or before October 27, 2000 and the time forissuance of a receipt therefor to on or before November 6, 2000, and wishes tocontinue distribution of the Securities under its current prospectus datedSeptember 29, 1999 pending a receipt for the renewal prospectus.

AND UPON the undersigned being satisfied that to do so would not beprejudicial to the public interest;

IT IS ORDERED pursuant to subsection 62(5) of the Act that the time limitsprovided by the Act as they apply to the distribution of Securities pursuant to theProspectus are hereby extended to the time limits that would be applicable if the LapseDate for the distribution of securities under the Prospectus of the Fund was October 27,2000.

October 11^th , 2000.

"William Gazzard"