Subsection 83.1(1) -- issuer deemed to be a reporting issuer in Ontario -- issuer has been a reporting issuer in Alberta and British Columbia for over 12 months -- issuer's securities listed and posted for trading on the TSX Venture Exchange -- continuous disclosure requirements of British Columbia and Alberta substantially identical to those of Ontario.
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")
IN THE MATTER OF
ENVIRONMENTAL WASTE INTERNATIONAL INC.
UPON the application of Environmental Waste International Inc. ("EWI") for an order pursuant to subsection 83.1(1) of the Act deeming EWI to be a reporting issuer for the purposes of Ontario securities law;
AND UPON considering the application and the recommendation of the staff of the Ontario Securities Commission (the "Commission");
AND UPON EWI representing to the Commission as follows:
1. EWI was incorporated under the laws of the Province of Alberta as 3360290 Alberta Ltd. on September 12, 1985. EWI was continued in Ontario on November 20, 1996, under the name E.W.M.C. International Inc. The name of the Corporation was changed to Environmental Waste International Inc. on July 12, 2001.
2. EWI's head office is located at 283 Station Street, Ajax, Ontario L1S 1S3.
3. The authorized share capital of EWI consists of unlimited common shares without par value, of which 58,398,316 common shares are issued and outstanding as of July 1, 2003.
4. As of July 1, 2003, the mind and management of EWI was located in Ontario and the beneficial holders of greater than 10% of its equity securities were residents of Ontario.
5. EWI has been a reporting issuer under the Securities Act (Alberta) (the "Alberta Act") since July 12, 1986. EWI became a reporting issuer under the Securities Act (British Columbia) (the "BC Act") when its shares became listed on the Canadian Venture Exchange (now TSX Venture Exchange or "TSX Venture"). EWI's shares were previously quoted on the Canadian Dealing Network. EWI is not in default of any requirements of the BC Act or the Alberta Act.
6. EWI is not a reporting issuer or public company under the securities legislation of any other jurisdiction in Canada.
7. The continuous disclosure requirements of the BC Act and the Alberta Act are substantially the same as the requirements under the Act.
8. The continuous disclosure materials filed by EWI under the Alberta Act and the BC Act are available on the System for Electronic Document Analysis and Retrieval.
9. The common shares of EWI are listed on Tier 3 of TSX Venture. EWI is not in default of any requirements of TSX Venture. EWI is not designated a capital pool company under the policies of TSX Venture.
10. Neither EWI nor any of its officers, directors, nor any of its shareholders holding sufficient securities of EWI to affect materially the control of EWI, is or has been subject to: (i) any known ongoing or concluded investigations by: (a) a Canadian securities regulatory authority, or (b) a court or regulatory body, other than a Canadian securities regulatory authority, that would be likely to be considered important to a reasonable investor making an investment decision; or (ii) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or other appointment of a receiver, receiver-manager or trustee within the preceding 10 years.
11. Except as disclosed below, none of the officers or directors of EWI, nor any of its shareholders holding sufficient securities of EWI to affect materially the control of EWI, is or has been at the time of such event, an officer or director of any other issuer which is or has been subject to: (i) any cease trade or similar orders that denied access to any exemptions under Ontario securities law, for a period of more than 30 consecutive days, within the preceding 10 years; or (ii) any bankruptcy or insolvency proceeding, or other proceedings, arrangements or comprises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.
12. Neither EWI nor any of its officers, directors or shareholders holding sufficient securities of EWI to affect materially the control of EWI has: (i) been the subject of any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority; (ii) entered into a settlement agreement with a Canadian securities regulatory authority; or (iii) been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision.
13. In June 2000, the Commission issued a cease trade order against certain management shareholders of Golden Maritime Resources Ltd., including Mr. Hans-Jörg Hundergerland, an EWI director, in connection with its failure to file annual and interim financial statements. As the financial statements were never filed, the Commission subsequently ordered in July 2000 that all trading in securities of Golden Maritime Resources Ltd. cease. The orders remain in effect. Mr. Hundergerland was Chairman of the board of Golden Maritime Resources Ltd. at the time the cease trade orders were issued. Mr. Hundergerland has since resigned as a director of EWI.
AND UPON the Director being satisfied that to do so would not be prejudicial to the public interest;
IT IS HEREBY ORDERED pursuant to subsection 83.1(1) of the Act that EWI be deemed a reporting issuer for the purpose of the Act.
December 9, 2003.