Securities Law & Instruments

Headnote

Subsection 83.1(1) - issuer deemed to be a reportingissuer in Ontario -- issuer has been a reporting issuer in Albertasince May 11, 1998 and a reporting issuer in British Columbiasince November 26, 1999, pursuant to the merger of the Albertaand Vancouver Stock Exchanges. -- the issuer is listed and postedfor trading on the TSX Venture Exchange -- continuous disclosurerequirements of the Alberta and British Columbia are substantiallythe same as those of Ontario.

Statutory Provisions

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,AS AMENDED (the "Act")

AND

IN THE MATTER OF

ROADOR INDUSTRIES LTD.

 

ORDER

(Subsection 83.1(1))

UPON the application of Roador IndustriesLtd. to the Ontario Securities Commission (the "Commission")for an order pursuant to subsection 83.1(1) of the Act deemingRoador Industries Ltd. to be a reporting issuer for the purposesof Ontario securities law;

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

AND UPON Roador Industries Ltd. representingto the Commission as follows:

1. CXW Capital Corp. ("CXW") wasincorporated under the Business Corporations Act (Alberta)on January 19, 1998 and then continued under the BusinessCorporations Act (Ontario) on December 9, 2002. On January30, 2003, CXW changed its name to Roador Industries Ltd. (the"Corporation").

2. The head office of the Corporation is locatedat 200 Trowers Road, Unit 5, Woodbridge, Ontario L4L 5Z7.

3. The authorized capital of the Corporationconsists of an unlimited number of common shares of which15,360,003 common shares are issued and outstanding as atFebruary 12, 2003.

4. The Corporation became a reporting issuerunder the Securities Act (Alberta) (the "AlbertaAct") on May 11, 1998 and became a reporting issuer underthe Securities Act (British Columbia) (the "B.C.Act") on November 26, 1999, pursuant to the merger ofthe Alberta and Vancouver Stock Exchanges. The Company isnot in default of any requirements of the Alberta Act andthe B.C. Act.

5. The Corporation's common shares are tradedon the TSX Venture Exchange (the "TSX Venture")under the trading symbol "RDR" and the Corporationis in compliance with all requirements of the TSX Venture.

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

7. 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.

8. Neither the Corporation nor any of itsdirectors, officers, nor, to the knowledge of the Corporation,its directors and officers, any of its controlling shareholdershas: (i) been the subject of any penalties or sanctions imposedby a court relating to Canadian securities legislation orby a Canadian securities regulatory authority, (ii) enteredinto a 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.

9. Neither the Corporation nor any of itsdirectors, officers nor, to the best knowledge of the Corporation,its directors and officers, any of its controlling shareholders,is or has been subject to: (i) any known ongoing or concludedinvestigations by: (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.

10. Except for David Williams, a directorof the Corporation, none of the directors or officers of theCorporation, nor to the best knowledge of the Corporation,its directors and officers, any of its controlling shareholders,is or has been at the time of such event a director or officerof 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.

11. David Williams is a director of OctagonIndustries Inc. ("Octagon"), a reporting issuerin the provinces of British Columbia and Alberta. On May 29,2001, a cease trade order was issued against Octagon by theBritish Columbia Securities Commission for failure to filean annual report for the company's fiscal year ended December31, 2000 and was revoked on August 28, 2001. On August 12,2001, Octagon's trustee sent a proposal to unsecured creditorsof Octagon (the "Proposal") pursuant to the Bankruptcyand Insolvency Act. A majority of the unsecured creditorsapproved the Proposal at a general meeting of the unsecuredcreditors held on August 25, 2001. Following Court approval,the Proposal will be binding on Octagon's unsecured creditors.

AND UPON the Commission and the Directorbeing satisfied that to do so would not be prejudicial to thepublic interest;

IT IS HEREBY ORDERED pursuant to subsection83.1(1) of the Act that the Corporation be deemed to be a reportingissuer for the purposes of Ontario securities law.

June 9, 2003.

"Iva Vranic"