Look Communications Inc. - s. 4.2 of 56-501

IN THE MATTER OF THE SECURITIES ACT,
R.S.O. 1990, C.S.5., AS AMENDED (the "Act")

AND

IN THE MATTER OF LOOK COMMUNICATIONS INC.

ORDER
(Section 4.2 of Rule 56-501)

WHEREAS Look Communications Inc. (the "Company") has applied to the Director (the "Director") for an exemption from the requirements of Part 3 of Commission Rule 56-501 ("Rule 56-501") in connection with stock distributions of limited voting shares of the Company ("Subordinate Voting Shares") in the Province of Ontario;

AND WHEREAS the Company has represented to the Director that:

1.The Company is a corporation governed by the Canada Business Corporations Act (the "CBCA") and was formed through a court-approved plan of arrangement (the "Arrangement") under the CBCA which resulted in the amalgamation of Look Communications Inc. ("LCI") and I.D. Internet Direct Ltd. ("IDX") on October 31, 1999.

2.The Company is a wireless broadband carrier, delivering a full spectrum of communication services including digital television distribution, high speed Internet access and Web-related services. The principal executive offices of the Company are located in Toronto, Ontario.

3.The Company became a reporting issuer in the Province of Ontario on March 10, 2000 pursuant to subsection 83.1(1) of the Act. The Company is also a reporting issuer in the Provinces of British Columbia, Alberta, Quebec and Nova Scotia.

4.The authorized capital of the Company consists of an unlimited number of preferred shares issuable in series, an unlimited number of variable multiple voting shares and an unlimited number of subordinate voting shares. As of October 31, 2000, there were 74,857,908 subordinate voting shares, 42,406,438 variable multiple voting shares and no preferred shares issued and outstanding.

5. The Subordinate Voting Shares are listed on CDNX.

6.The Subordinate Voting Shares are restricted shares within the meaning of Rule 56-501.

7.In accordance with Part 3 of Rule 56-501, the Director may not issue a receipt for a prospectus for a stock distribution of Subordinate Voting Shares unless (i) such stock distribution received minority approval (as defined in Rule 56-501, hereinafter "minority approval") or (ii) each reorganization carried out by the Company related to the Subordinate Voting Shares received minority approval.

8.Part 3 of Rule 56-501 also provides that the prospectus exemptions under Ontario securities law will not beavailable for a stock distribution of Subordinate Voting Shares by the Company unless (i) such stock distribution received minority approval, or (ii) each reorganization carried out by the Company related to the Subordinate Voting Shares received minority approval.

9.In connection with the Arrangement, IDX prepared and sent to its shareholders and filed with the appropriate securities regulatory authorities a management proxy circular (the "Circular") which contained prospectus level disclosure with respect to IDX, LCI and the Arrangement transaction. The Circular contained disclosure of (a) the purpose and business reasons for the share capital structure of the Company,and (b) all IDX and LCI shareholders who then held more than 10% of the common shares of IDX and LCI (including control persons) and of the Company after giving effect to the Arrangement. The Circular further disclosed that the shareholders of IDX and LCI were entitled to dissent rights under the Arrangement.

10.The Circular was also provided to shareholders of LCI in connection with the meeting of LCI shareholders called to approve the Arrangement.

11.The Arrangement was approved by a majority of shareholders of each of IDX and LCI.

12.The Arrangement was approved by the Supreme Court of British Columbia pursuant to an order dated October 25, 1999.

AND WHEREAS the Director is satisfied that it would not be prejudicial to the public interest to grant the exemption requested;


IT IS ORDERED pursuant to section 4.2 of Rule 56-501 that the Company be and it is hereby exempted from the requirements of Part 3 of Rule 56-501 in connection with any stock distribution of Subordinate Voting Shares so long as:

(i)any subsequent reorganization carried out by the Company related to the Subordinate Voting Shares receives minority approval (as defined in Rule 56-501) and otherwise complies with the provisions of Part 3 of Rule 56-501; and

(ii)the Company discloses in any preliminary prospectus and prospectus in connection with stock distribution of subordinate voting shares by prospectus that the Company has been exempted from the provisions of Part 3 of Rule 56-501, subject to the certain conditions.

December 27, 2000.


Margo Paul
Manager, Corporate Finance