Meta Health Services Inc. - ss. 83.1(1)

Headnote

Subsection 83.1(1) - reporting issuer in Albertaand British Columbia listed on the TSX Venture Exchange –deemed 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

META HEALTH SERVICES INC.

ORDER

(Subsection 83.1(1))

UPON the application of Meta Health ServicesInc. (the "Corporation") for an order pursuant tosubsection 83.1(1) of the Act deeming the Corporation to bea reporting issuer for the purposes of Ontario securities law;

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

AND UPON the Corporation representingto the Commission as follows:

1. The Corporation was incorporated underthe Business Corporations Act (Alberta) on March 23,1998;

2. The head office of the Corporation is locatedin Mississauga, Ontario;

3. The authorized capital of the Corporationconsists of an unlimited number of common shares without nominalor par value and an unlimited number of first preferred sharesand an unlimited number of second preferred shares, both issuablein series without nominal or par value;

4. As at October 25, 2002, 12,768,613 commonshares and no first preferred shares or second preferred sharesof the Corporation were issued and outstanding;

5. The Corporation is a reporting issuer underthe Securities Act (Alberta) (the "Alberta Act")and a reporting issuer under the Securities Act (BritishColumbia) (the "B.C. Act"). The Corporation is notin default of any of the requirements under the Alberta Actor the B.C. Act;

6. The Common Shares are listed and postedfor trading on the TSX Venture Exchange (the "TSX-V")under the symbol MHS. The Corporation is in compliance withall of the requirements of the TSX-V. The Corporation is notdesignated a capital pool company under the policies of theTSX-V;

7. The Corporation has a significant connectionto Ontario in that: (i) five of six managers of the Corporationare resident in Ontario; (ii) the Corporation operates itsbusiness through its wholly-owned subsidiary, Theramed Corporation,an Ontario corporation with its head office in Mississauga,Ontario; (iii) seven of eight managers of Theramed Corporationare resident in Ontario; and (iv) the largest shareholderof the Corporation is an Ontario corporation which beneficiallyholds 30.4% of the outstanding Common Shares;

8. The Corporation is not a reporting issuerin Ontario and is not a reporting issuer, or the equivalentthereof, in any jurisdiction other than Alberta and BritishColumbia;

9. The continuous disclosure requirementsof the Alberta Act and the B.C. Act are substantially thesame as the requirements under the Act;

10. The continuous disclosure materials filedby the Corporation under the Alberta Act and the B.C. Actare available on the System for Electronic Document Analysisand Retrieval.

11. Neither the Corporation nor any of itsofficers, directors nor, to the knowledge of the Corporation,its officers and directors, any of its controlling shareholders,has:

(i) been the subject of any penalties orsanctions imposed by a court relating to Canadian securitieslegislation or by a Canadian securities regulatory authority;

(ii) entered into a settlement agreementwith a Canadian securities regulatory authority; or

(iii) been subject to any other penaltiesor sanctions imposed by a court or regulatory body thatwould be likely to be considered important to a reasonableinvestor making an investment decision;

12. Neither Theramed Corporation nor any ofits officers, directors nor, to the knowledge of TheramedCorporation, its officers and directors, any of its controllingshareholders, has:

(i) been the subject of any penalties orsanctions imposed by a court relating to Canadian securitieslegislation or by a Canadian securities regulatory authority;

(ii) entered into a settlement agreementwith a Canadian securities regulatory authority; or

(iii) been subject to any other penaltiesor sanctions imposed by a court or regulatory body thatwould be likely to be considered important to a reasonableinvestor making an investment decision;

13. Neither the Corporation nor any of itsofficers, directors, nor to the knowledge of the Corporation,its officers and directors, any of its controlling shareholders,is or has been subject to:

(i) any known ongoing or concluded investigationsby a Canadian securities regulatory authority, or a courtor regulatory body, other than a Canadian securities regulatoryauthority, that would be likely to be considered importantto a reasonable investor making an investment decision;or

(ii) any bankruptcy or insolvency proceedings,or other proceedings, arrangements or compromises with creditors,or the appointment of a receiver, receiver-manager or trustee,within the preceding 10 years;

14. Neither Theramed Corporation nor any ofits officers, directors, nor to the knowledge of TheramedCorporation, its officers and directors, any of its controllingshareholders, is or has been subject to:

(i) any known ongoing or concluded investigationsby a Canadian securities regulatory authority, or a courtor regulatory body, other than a Canadian securities regulatoryauthority, that would be likely to be considered importantto a reasonable investor making an investment decision;or

(ii) any bankruptcy or insolvency proceedings,or other proceedings, arrangements or compromises with creditors,or the appointment of a receiver, receiver-manager or trustee,within the preceding 10 years;

15. Except for the voluntary liquidation ofMedcare Logistics Inc., a former subsidiary of the Corporation,which was completed as of January 24, 2002 in British Columbia,none of the officers or directors of the Corporation, norto the knowledge of the Corporation, its officers and directors,any of its controlling shareholders, is or has been at thetime of such event an officer or director of any other issuerwhich is or has been subject to:

(i) any cease trade or similar orders, ororders that denied access to any exemptions under Ontariosecurities law, for a period of more than 30 consecutivedays, within the preceding 10 years; or

(ii) any bankruptcy or insolvency proceedings,or other proceedings, arrangements or compromises with creditors,or the appointment of a receiver, receiver-manager or trustee,within the preceding 10 years;

16. None of the officers or directors of TheramedCorporation, nor to the knowledge of Theramed Corporation,its officers and directors, any of its controlling shareholders,is or has been at the time of such event an officer or directorof any other issuer which is or has been subject to:

(i) any cease trade or similar orders, ororders that denied access to any exemptions under Ontariosecurities law, for a period of more than 30 consecutivedays, within the preceding 10 years; or

(ii) any bankruptcy or insolvency proceedings,or other 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 Corporation be deemed a reportingissuer for the purposes of the Act.

March 4, 2003.

"Heidi Franken"