Securities Law & Instruments

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - granted exemptive relief from the requirementto concurrently send its Annual Financial Statements to itsshareholders at the time of filing the Annual Financial Statements.

Applicable Ontario Statutes

Securities Act, R.S.O. 1990, c. S.5, as amended,ss. 6(3), s. 77(1), 79, 80(b)(iii).

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

STRATEGICNOVA VENTURE GROWTHFUND INC.

 

ORDER

(Clause 80(b)(iii))

UPON the application (the "Application")of StrategicNova Venture Growth Fund Inc. (the "Corporation")for an order pursuant to clause 80(b)(iii) of the Act exemptingthe Corporation from the requirement of section 79 of the Actthat it send its audited financial statements for the fiscalyear ended August 31, 2002 (the "2002 Financial Statements")to its shareholders concurrently with the filing of such statementspursuant to section 78 of the Act;

AND UPON the Corporation having representedto the Ontario Securities Commission (the "Commission")that:

1. The Corporation is a corporation incorporatedunder the Canada Business Corporations Act (the "CBCA")and is registered as a labour sponsored investment fund underthe Community Small Business Investment Funds Act (Ontario).The Corporation is a reporting issuer under the Act and isnot in default of any applicable requirement of the Act orof the regulations made thereunder.

2. The authorized share capital of the Corporationconsists of an unlimited number of Class A shares, an unlimitednumber of Class B shares and an unlimited number of ClassC shares. As at December 31, 2002, approximately 1.2 millionClass A shares and 100 Class B shares of the Corporation wereissued and outstanding.

3. The Class A Shares are currently qualifiedby a prospectus dated January 30, 2002.

4. All of the issued and outstanding ClassB Shares are held by the sponsor of the Corporation, the OntarioCouncil of the International Union of Painters and AlliedTrades.

5. The financial year end of the Corporationis August 31st.

6. The 2002 Financial Statements have beenapproved by the board of directors of the Corporation (the"Board") and will be filed with the Commission viaSEDAR on or before January 20, 2003 (the "Filing Deadline")in accordance with the requirements of section 78 of the Act.

7. Pursuant to the requirements of the CBCA,the Corporation must hold its next annual meeting of shareholders(the "2003 Annual Meeting") by no later than February28, 2003. The Board proposes to hold the 2003 Annual Meetingon or immediately prior to such date.

8. The meeting materials for the 2003 AnnualMeeting are in the process of being prepared and could bemailed to the shareholders of the Corporation, with the 2002Financial Statements, on or prior to the Filing Deadline toconsider normal matters (e.g., the receipt of the 2002 FinancialStatements and the appointment of the directors and auditorsof the Corporation).

9. The Board is considering several optionsto improve the future viability of the Corporation and hasdetermined that it would be advantageous to postpone the mailingof the meeting materials for the 2003 Annual Meeting, includingthe 2002 Financial Statements, to February 7, 2003 (the "MailingDate") to give it more time to determine what optionit wants to recommend to the shareholders of the Corporationfor their approval.

AND UPON considering the Applicationand the recommendations of staff of the Commission;

AND UPON the Commission being otherwisesatisfied in the circumstances that there is adequate justificationfor so doing;

IT IS ORDERED pursuant to clause 80(b)(iii)of the Act that the Corporation is exempt from the requirementof Section 79 of the Act to send the 2002 Financial Statementsto its shareholders by the Filing Deadline provided that:

(i) The 2002 Financial Statements are filedwith the Commission via SEDAR on or prior to the FilingDeadline;

(ii) The Corporation issues a press releaseat the same time as the 2002 Financial Statements are filedwith the Commission via SEDAR advising the shareholdersof the Corporation that the 2002 Financial Statements willbe mailed to them on or prior to the Mailing Date and thatin the interim the shareholders of the Corporation may reviewthe 2002 Financial Statements on SEDAR or request a copyof the 2002 Financial Statements from the Corporation; and

(iii) The 2002 Financial Statements aremailed to the shareholders of the Corporation on or priorto the Mailing Date.

January 17, 2003.

"Howard I. Wetston"                    "RobertL. Shirriff"