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Sentex Systems Ltd. - ss. 83.1(1)
Headnote
Subsection 83.1(1) - Issuer deemed to be a reportingissuer in Ontario - Issuer has been a reporting issuer in Albertaand British Columbia since 1998 and 1999, respectively - Issuer'ssecurities listed and posted for trading on the TSX VentureExchange - Continuous disclosure requirements of Alberta andBritish Columbia substantially identical to those of Ontario.
Statutes Cited
Securities Act, R.S.O. 1990, c. S.5, as am.ss. 83.1(1).
IN THE MATTER OF
THE SECURITIES ACT
R.S.O. 1990 CHAPTER S.5, ASAMENDED (the "Act")
AND
IN THE MATTER OF
SENTEX SYSTEMS LTD.
ORDER
(Subsection 83.1(1))
UPON the application of Sentex SystemsLtd. (the "Issuer") for an order pursuant to subsection83.1(1) of the Act deeming the Issuer to be a reporting issuerfor the purposes of Ontario securities laws;
AND UPON considering the applicationand the recommendation of the staff of the Commission;
AND UPON the Issuer representing to theCommission as follows:
1. The Issuer was incorporated on October17, 1997 pursuant to the provisions of the Business CorporationsAct (Alberta).
2. The registered office of the Issuer islocated at 4500 Bankers Hall East, 855 Second Street S.W.,Calgary, Alberta T2P 4K7. The principal office of the Issueris located at 1345 Thornton Road South, Oshawa, Ontario, L1J8C4.
3. The Issuer has been a reporting issuerunder the Securities Act (Alberta) (the "AlbertaAct") since February 6, 1998 following the issuance ofa receipt by the Alberta Securities Commission (the "ASC")on February 6, 1998 for the Issuer's initial public offeringprospectus dated February 4, 1998 pursuant to ASC Rule 46-501- Junior Capital Pool Offerings. The Issuer becamea reporting issuer under the Securities Act (BritishColumbia) (the "B.C. Act") on November 26, 1999as a result of the merger of various Canadian exchanges intothe Canadian Venture Exchange (now the TSX Venture Exchange)("TSX Venture").
4. The Issuer acquired all of the issued andoutstanding common shares of Natunola Health Inc. ("Natunola")following its shareholders' approval of such acquisition atits annual and special meeting held on June 18, 2002 (the"Acquisition"). In connection with the Acquisition,a total of 3,000,000 common shares and 3,000,000 class A specialpreferred shares were issued by the Issuer to a total of 59shareholders, 44 of whom are resident in Ontario.
5. In connection with the Acquisition, theIssuer prepared and sent to its shareholders, and filed withthe appropriate securities regulatory authorities, an informationcircular dated May 15, 2002 containing prospectus-level disclosurewith respect to the business and affairs of the Issuer, Natunolaand the Acquisition.
6. The Issuer's authorized capital consistsof an unlimited number of common shares without nominal orpar value and 3,000,000 class A special preferred shares,of which 14,725,000 common shares and 3,000,000 class A specialpreferred shares are issued and outstanding as fully paidand non-assessable as of the date hereof. The Corporationis also authorized to issue a general class of preferred shares,without nominal or par value. To date, no such preferred shareshave been issued.
7. The Issuer's common shares are currentlylisted and posted for trading on TSX Venture under the symbol"SXS".
8. The Issuer has a significant connectionto Ontario in that (i) more than 70% of the Issuer's outstandingcommon shares are now held by residents of Ontario; (ii) fiveof the Issuer's seven directors are resident in Ontario; and(iii) the Issuer's head office is located in Ontario.
9. The Issuer has maintained its continuousdisclosure obligations under the Alberta Act since December11, 1997 and the B.C. Act since November 26, 1999, which obligationsare substantially similar to those under the Act. The continuousdisclosure materials filed by the Issuer since December 11,1997 are available on the System for Electronic Document Analysisand Retrieval.
10. Other than in the provinces of Albertaand British Columbia, the Issuer is not a reporting issueror equivalent under the securities legislation of any otherjurisdiction in Canada.
11. The Issuer is not in default of any requirementsunder the Alberta Act, the BC Act, any of the rules and regulationsmade thereunder, or of any requirements of TSX Venture.
12. There have been no penalties or sanctionsimposed against the Issuer by a court relating to Canadiansecurities legislation or by a Canadian securities regulatoryauthority, and the Issuer has not entered into any settlementagreement with any Canadian securities regulatory authority.
13. Neither the Issuer nor any of its directors,officers nor, to the best knowledge of the Issuer, any ofits controlling shareholders has: (i) been the subject ofany penalties or sanctions imposed by a court relating toCanadian securities legislation or by a Canadian securitiesregulatory authority; (ii) entered into a settlement agreementwith Canadian securities regulatory authority; or (iii) beensubject to any other penalties or sanctions imposed by a courtor regulatory body that would be likely to be considered importantto reasonable investor making an investment decision, exceptthat Mr. David Hennigar, a director of the Issuer, enteredinto a settlement agreement and agreed statement of factswith the Nova Scotia Securities Commission on November 25,1993, whereby Mr. Hennigar admitted to failing to properlysupervise an employee as the Halifax branch manager of a securitiesdealer in the improper inter-provincial sale of instalmentreceipts.
14. Neither the Issuer nor any of its directors,officers nor, to the best knowledge of the Issuer, any ofits controlling shareholders is, or has been subject to: (i)any known ongoing or concluded investigations by any Canadiansecurities regulatory authority or any court or regulatorybody, other than as noted in paragraph 13 above, that wouldbe likely to be considered important to a reasonable investormaking an investment decision; or (ii) any bankruptcy or insolvencyproceedings, or other proceedings, arrangements or compromiseswith creditors, or the appointment of a receiver, receiver-manageror trustee, within the preceding 10 years before the dateof this application.
15. No director or officer of the Issuer,nor to the best knowledge of the Issuer, any of its controllingshareholders is, or has been within the ten years before thedate of this application, a director or officer of any otherissuer which is or has been subject to: (i) any cease tradeor similar orders, or orders that denied access to any exemptionsunder the Ontario securities law, for a period of more thanthirty consecutive days, within the preceding 10 years; or(ii) any bankruptcy or insolvency proceedings, or other proceedings,arrangements or compromises within creditors, or the appointmentof a receiver, receiver-manager or trustee, within the preceding10 years, except that David J. Hennigar was and currentlyis a director of Aquarius Coatings Inc. which was cease tradedon August 23, 2001 for failing to file its financial statementsin a timely manner. The financial statements were subsequentlyfiled and the cease trade order was lifted on October 9, 2001.Mr. Hennigar was and currently is also a director and officerof Landmark Global Financial which was cease traded on May22, 2001 for failing to file its financial statements in atimely manner. The financial statements were subsequentlyfiled and the cease trade order was lifted on July 11, 2001.
AND UPON the Commission being satisfiedthat to do so would not be prejudicial to the public interest;
IT IS HEREBY ORDERED pursuant to subsection83.1(1) of the Act that the Issuer be deemed a reporting issuerfor the purposes of Ontario securities laws.
November 28, 2002.
"Iva Vranic"