EGI Canada Corporation - s. 1(6) of the OBCA

Order

Headnote

Issuer deemed to have ceased to be offering its securities to the public under the OBCA.

Statute Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 1(6).

IN THE MATTER OF

THE BUSINESS CORPORATIONS ACT (ONTARIO)

R.S.O. 1990, CHAPTER B.16, AS AMENDED (THE "OBCA")

AND

IN THE MATTER OF

EGI CANADA CORPORATION

 

ORDER

(Subsection 1(6) of the OBCA)

UPON the application of EGI Canada Corporation (the "Applicant") for an order pursuant to section 1(6) of the OBCA that the Applicant be deemed to have ceased to be offering securities to the public;

AND UPON considering the application and the recommendation of staff of the Commission;

AND UPON the Applicant having represented to the Commission that:

1. the Applicant has its head office in Toronto, Ontario;

2. the authorized capital of the Applicant consists of an unlimited number of shares of a class designated as common shares, and of an unlimited number of shares of a class designated as exchangeable shares;

3. all of the issued and outstanding securities of the Applicant, including debt securities, are beneficially owned, directly or indirectly, by 3045175 Nova Scotia Company;

4. the Applicant is an "offering corporation" as defined in the OBCA;

5. no securities of EGI Canada are traded on a marketplace as defined in National Instrument 21-101 - Marketplace Operation;

6. the Applicant is not in default of any of its obligations under the Securities Act (Ontario) as a reporting issuer;

7. the Applicant ceased to be a reporting issuer in each Jurisdiction on January 26, 2006;

8. the Applicant does not intend to seek public financing by way of an offering of its securities;

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

IT IS ORDERED, pursuant to subsection 1(6) of the OBCA, that the Applicant is deemed to have ceased to be offering its securities to the public for the purposes of the OBCA.

DATED May 5, 2006.

"Paul M. Moore, Q.C."

"Robert W. Davis, FCA"