Securities Law & Instruments

Headnote

Issuer deemed to have ceased to be a reportingissuer. Issuer has 47 security holders in Ontario holding ade minimis number or securities. Issuer is a reporting issuerin British Columbia, and security holders will therefore continueto have access to continuous disclosure information about theissuer via SEDAR.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am.,s. 83.

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER Of

LEADING BRANDS, INC.

 

ORDER

(Section 83 of the Act)

UPON the application of Leading Brands,Inc. ("Leading Brands") to the Ontario SecuritiesCommission (the "Commission") for an order, pursuantto section 83 of the Act, that Leading Brands be deemed to haveceased to be a reporting issuer for the purposes of the Act;

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

AND UPON Leading Brands having representedto the Commission that:

1. Leading Brands is a corporation formedunder the laws of the Province of British Columbia. LeadingBrands' common shares (the "Shares") trade on theNASDAQ small cap market under the trading symbol "LBIX".

2. Leading Brands is currently a reportingissuer under the Securities Act (British Columbia).

3. The common shares of Leading Brands areregistered under the United States Securities ExchangeAct of 1934 and Leading Brands is considered to be a "foreignprivate issuer" under the Securities Exchange Actof 1934.

4. On May 8, 2002, the Shares were listedand posted for trading on the Toronto Stock Exchange (the"TSX") under the symbol "LBI", by virtueof which the Company also became a reporting issuer withinthe meaning of the Act.

5. On April 8, 2003, the Shares were voluntarilydelisted from the TSX, and they are not currently quoted onany exchange or market in Canada.

6. Between May 2, 2002 and April 8, 2003,the simple average daily volume of the Shares traded on theTSX was 3,538 Shares, or approximately 3.6% of the total numberof Shares that were traded during that period.

7. As of May 23, 2003, Leading Brands had14,796,669 Shares issued and outstanding, of which 79,736Shares were held by 47 residents of Ontario. These 79,736Shares represent approximately 0.5% of the issued and outstandingShares. Holders of Shares in Canada represent approximately15% of holders of Shares worldwide, and hold approximately32% of the issued and outstanding Shares, of which approximately50% are held by insiders of Leading Brands. Other than theShares, Leading Brands does not have any other securities(other than stock options exercisable for listed Shares),including debt securities, issued and outstanding.

8. Leading Brands has not accessed the Ontariocapital markets to raise funding in the past.

9. Leading Brands is a U.S. registrant andwill remain a reporting issuer in British Columbia. Accordingly,all information relating to the Company will continue to beavailable on SEDAR.

10. Leading Brands does not intend to seekfinancing by way of an offering to the public in Ontario orin any other jurisdiction in Canada.

11. Leading Brands is not in default of anyof its requirements as a reporting issuer in Ontario or inBritish Columbia.

AND UPON the Commission being satisfiedthat to do so would not be prejudicial to the public interest;

IT IS ORDERED, pursuant to section 83of the Act, that Leading Brands is deemed to have ceased tobe a reporting issuer for purposes of the Act.

November 4, 2003.

"Paul M. Moore"
"Paul K. Bates"