Securities Law & Instruments

Headnote

Subsection 83.1(1) -- issuer deemed to be areporting issuer in Ontario -- issuer has been a reporting issuerin Alberta and British Columbia since 2002 -- issuer's securitiesare listed and posted for trading on the TSX Venture Exchange-- continuous disclosure requirements of British Columbia andAlberta substantively the same as those of Ontario.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as amended,s. 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

ALEGRO HEALTH CORP.

 

ORDER

(Subsection 83.1(1))

UPON the application of Alegro HealthCorp. ("Alegro") for an order pursuant to subsection83.1(1) of the Act deeming Alegro to be a reporting issuer forpurposes of Ontario Securities law;

AND UPON considering the applicationand the recommendation of the staff of the Ontario SecuritiesCommission (the "Commission");

AND UPON Alegro representing to the Commissionas follows:

1. Alegro was incorporated on February 2,2001 under the Canada Business Corporations Act. Pursuantto Articles of Amendment dated September 20, 2001 and January29, 2002, Alegro removed its private company restrictions.

2. The head office and the registered officeof Alegro is located at 4 Lansing Square, Suite 110, Toronto,Ontario M5J 5A2.

3. Alegro has been a reporting issuer in theProvince of Alberta under the Securities Act (Alberta)(the "Alberta Act") since March 6, 2002, and a reportingissuer in the Province of British Columbia under the SecuritiesAct (British Columbia) (the "BC Act") sinceSeptember 4, 2002. Alegro is not a reporting issuer or theequivalent under the securities legislation of any other jurisdictionin Canada.

4. The common shares of Alegro were listedon the TSX Venture Exchange (the "TSX-V") on September4, 2002 and currently trade on the TSX-V under the symbol"AGO". Alegro is in compliance with all requirementsof the TSX-V.

5. Alegro was formerly a capital pool companygoverned by Policy 2.4 of the TSX-V ("Policy 2.4").On June 18, 2003, Alegro completed the acquisition of allof the shares of Work Able Centres Inc., a company incorporatedunder the laws of Ontario, as its Qualifying Transaction (asdefined in Policy 2.4).

6. Alegro obtained final approval for itsQualifying Transaction from the TSX-V on June 24, 2003. Alegrois no longer designated a capital pool company under the policiesof the TSX-V.

7. Alegro's authorized share capital consistsof an unlimited number of common shares without nominal orpar value. As of August 19, 2003, there were 17,175,762 commonshares of Alegro issued and outstanding and 444,444 commonshares reserved for issuance pursuant to outstanding options.

8. All of the directors and officers of Alegroare resident in the Province of Ontario. They hold, in theaggregate, approximately 85% of the issued and outstandingcommon shares of Alegro.

9. Alegro is not in default of any requirementsof the BC Act or the Alberta Act.

10. Alegro is in good standing under the rules,regulations and policies of the TSX-V.

11. The continuous disclosure requirementsof the BC Act and the Alberta Act are substantially the sameas the requirements under the Act.

12. The continuous disclosure materials filedby Alegro under the BC Act and the Alberta Act are availableon the System for Electronic Document Analysis and Retrieval.

13. Alegro has not been subject to any penaltiesor sanctions imposed against it by a court relating to Canadiansecurities legislation or by a Canadian securities regulatoryauthority, and has not entered into any settlement agreementwith any Canadian securities regulatory authority.

14. Neither Alegro, any of its officers, directorsnor, to the knowledge of Alegro and its officers and directors,any of its controlling shareholders, has: (i) been the subjectof any penalties or sanctions imposed by a court relatingto Canadian securities legislation or by a Canadian securitiesregulatory authority, (ii) entered into a settlement agreementwith a Canadian securities regulatory authority, or (iii)been subject to any other penalties or sanctions imposed bya court or regulatory body that would be likely to be consideredimportant to a reasonable investor making an investment decision.

15. Neither Alegro, any of its officers, directorsnor, to the knowledge of Alegro and its officers and directors,any of its controlling shareholders, is or has been subjectto: (i) any known ongoing or concluded investigations by:(a) a Canadian securities regulatory authority; or (b) 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 appointmentof a receiver, receiver-manager or trustee, within the preceding10 years.

16. None of the officers or directors of Alegro,nor, to the knowledge of Alegro and 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 similarorder, or order that denied access to any exemptions underOntario securities law, for a period of more than 30 consecutivedays, within the preceding 10 years; or (ii) any bankruptcyor insolvency proceedings, or other proceedings, arrangementsor 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 that under subsection83.1(1) of the Act that Alegro be deemed a reporting issuerfor the purposes of the Act.

September 4, 2003.

"Iva Vranic"