Newlook Industries Corp. - ss. 83.1(1)

Headnote

Subsection 83.1(1) -- issuer deemed to be a reporting issuer in Ontario -- issuer a reporting issuer in Alberta and British Columbia -- issuer's securities listed for trading on the TSX Venture Exchange -- continuous disclosure requirements in Alberta and British Columbia substantially the same as those in Ontario -- issuer has a significant connection to Ontario

Statutes Cited

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

NEWLOOK INDUSTRIES CORP.

ORDER

(Subsection 83.1(1))

UPON the application of Newlook Industries Corp. ("Company") for an order pursuant to subsection 83.1(1) of the Act deeming the Company to be a reporting issuer for the purposes of Ontario securities legislation;

AND UPON considering the application and the recommendation of the staff of the Ontario Securities Commission (the "Commission");

AND UPON the Company representing to the Commission as follows:

1. The Company was incorporated under the British Columbia Company Act under the name "Newlook Capital Corp." on October 26, 1999 and changed its corporate name from Newlook Capital Corp. to Newlook Industries Corp. on May 15, 2002.

2. The Company's head office and its primary place of business is located in Toronto, Ontario.

3. The authorized share capital of the Company consists of 100,000,000 common shares without par value, 100,000,000 Class "A" Preference shares with a par value of $1.00 and 100,000,000 Class "B" Preference shares with a par value of $5.00 of which 27,040,000 common shares (the "Common Shares") are presently issued and outstanding.

4. The Company has been a reporting issuer under the Securities Act (British Columbia) (the "BC Act") since February 18, 2000 and a reporting issuer under the Securities Act (Alberta) (the "Alberta Act") since March 17, 2000. The Company is not a reporting issuer or the equivalent under the securities legislation of any other jurisdiction in Canada;

5. The Company is not in default of any requirements under the BC Act or the Alberta Act.

6. The Company's Common Shares are listed on the TSX Venture Exchange under the symbol TSXV:NLI. The Company is not in default of any of the requirements of the TSX Venture Exchange.

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 Company under the BC Act and the Alberta Act since March 17, 2000 are available on the System for Electronic Document Analysis and Retrieval (SEDAR). The Company's continuous disclosure record is up to date.

9. Neither the Company nor any of its officers, directors, nor to the knowledge of the Company, its officers and directors, any of its controlling shareholders, 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;

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

(i) any known ongoing or concluded investigations by a Canadian securities regulatory authority, or 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 the appointment of a receiver, receiver-manager or trustee, within the preceding 10 years;

11. None of the officers or directors of the Company, nor to the knowledge of the Company, its officers and directors, any of its controlling shareholders, 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, or 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 proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding 10 years;

12. The Company has a significant connection to Ontario as:

a) its principal and head office is located in Ontario;

b) all of the Company's officers and a majority of its directors are resident in Ontario; and

c) approximately 90% of the outstanding Common Shares are registered to residents of Ontario;

AND UPON the Commission 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 Company be deemed to be a reporting issuer for the purposes of Ontario securities legislation.

September 21, 2004.

"Erez Blumberger"