Securities Law & Instruments

Headnote

Subsection 83.1(1) - reporting issuer in Alberta,British Columbia and Québec that is listed on TSX Venturedeemed to be a reporting issuer in Ontario.

Statutes Cited

Securities Act, R.S.O. 1990, c. s.5, as am.ss. 83(1).

Policies Cited

Policy 12-602 Deeming an Issuer from CertainOther Canadian Jurisdictions to be a Reporting Issuer in Ontario(2001) 24 OSCB 1531.

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, CHAPTER S.5,AS AMENDED (the "Act")

AND

IN THE MATTER OF

CANTOL LIMITED

 

ORDER

(Subsection 83.1(1))

UPON the application of Cantol Limited(the "Company") for an order pursuant to subsection83.1(1) of the Act deeming the Company to be a reporting issuerfor the purposes of Ontario securities law;

AND UPON considering the applicationand the recommendation of the staff of the Commission;

AND UPON the Company representing tothe Commission as follows:

1. The Company was incorporated under theCompanies Act (Quebec) on November 7, 1935.

2. The head office of the Company is locatedat 9729 Côte de Liesse, Dorval, Quebec, H9P 1A3.

3. The authorized capital of the Company consistsof 1,307,580 common shares without par value. As of the datehereof, 527,055 common shares are issued and outstanding.

4. The Company is a reporting issuer underthe Securities Act (Quebec) (the "Quebec Act"),the Securities Act (Alberta) (the "Alberta Act")and the Securities Act (British Columbia) (the "B.C.Act").

5. The Company is not in default of any ofthe requirements under the Quebec Act, the Alberta Act orthe B.C. Act.

6. The common shares of the Company are listedon the TSX Venture Exchange (formerly, the Canadian VentureExchange) and the Company is in compliance with all requirementsof the TSX Venture Exchange.

7. The Company is not a reporting issuer inOntario, and is not a reporting issuer, or equivalent, inany other jurisdiction, except those listed in paragraph 4.

8. The Company has a significant connectionto Ontario for the reasons that: (i) two of its directorsand a significant number of its salaried personnel are residentsof Ontario; (ii) more than 50% of the Company's outstandingshares are held by beneficial owners who are residents ofOntario and more than 50% of the Issuer's shares are heldby non-objecting beneficial owners (as defined in proposedNational Instrument 54-101) who are residents of Ontario.

9. The continuous disclosure requirementsof the Quebec Act, the Alberta Act and the B.C. Act are substantiallythe same as the requirements under Ontario Securities law.

10. The continuous disclosure materials filedby the company under the Quebec Act is comparable to the materialthat would have been filed in Ontario had the company beena reporting issuer in Ontario

11. The continuous disclosure materials filedby the Company under the Quebec Act are available on the Systemfor Electronic Document Analysis and Retrieval.

12. The Company has not been subject to anypenalties or sanctions imposed against the Company by a courtrelating to Canadian securities legislation or by a Canadiansecurities regulatory authority, and has not entered intoany settlement agreement with any Canadian securities regulatoryauthority.

13. Neither the Company nor any of its officers,directors nor, to the knowledge of the Company, its officersand directors, any of its controlling shareholders, has: (i)been the subject of any penalties or sanctions imposed bya court relating to Canadian securities legislation or bya Canadian securities regulatory authority, (ii) entered intoa settlement agreement with a Canadian securities regulatoryauthority, or (iii) been subject to any other penalties orsanctions imposed by a court or regulatory body that wouldbe likely to be considered important to a reasonable investormaking an investment decision.

14. Neither the Company nor any of its officers,directors, nor to the knowledge of the Company, its officersand directors, any of its controlling shareholders, is orhas been subject to (i) any known ongoing or concluded investigationsby: (a) a Canadian securities regulatory authority, or (b)a court or regulatory body, other than a Canadian securitiesregulatory authority, that would be likely to be consideredimportant to a reasonable investor making an investment decision;or (ii) any bankruptcy or insolvency proceedings, or otherproceedings, arrangements or compromises with creditors, orthe appointment of a receiver, receiver-manager or trustee,within the preceding 10 years.

15. None of the officers or directors of theCompany, nor to the knowledge of the Company, its officersand directors, any of its controlling shareholders, is orhas been at the time of such event an officer or directorof any other issuer which is or has been subject to: (i) anycease trade or similar orders, or orders that denied accessto any exemptions under Ontario securities law, for a periodof more than 30 consecutive days, within the preceding 10years; or (ii) any bankruptcy or insolvency proceedings, orother proceedings, arrangements or compromises with creditors,or the appointment of a receiver, receiver-manager or trustee,within the preceding 10 years.

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 Company be deemed a reporting issuerfor the purposes of Ontario securities law.

January 14, 2003.

"John Hughes"