Newlook Industries Corp. -- s. 144

Headnote

Application by an issuer for a revocation of a cease trade order issued by the Commission -- Cease trade order issued because the issuer had failed to file certain continuous disclosure materials required by Ontario securities law -- Defaults subsequently remedied by bringing continuous disclosure filings up-to-date -- Cease trade order revoked.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., ss 127 and 144.

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, c. S.5, AS AMENDED

(the Act)

AND

IN THE MATTER OF

NEWLOOK INDUSTRIES CORP.

ORDER

(Section 144)

WHEREAS the securities of Newlook Industries Corp. (the Applicant) are subject to a temporary cease trade order made by the Director dated May 9, 2011 pursuant to subsections 127(1) and 127(5) of the Act and a further cease trade order made by the Director dated May 20, 2011 pursuant to subsection 127(1) of the Act directing that trading in the securities of the Applicant cease until the order is revoked by the Director (the Ontario Cease Trade Order);

AND WHEREAS the Ontario Cease Trade Order was made on the basis that the Applicant was in default of certain filing requirements under Ontario securities law as described in the Ontario Cease Trade Order;

AND WHEREAS the Applicant having applied to the Ontario Securities Commission (the Commission) for an order pursuant to section 144 of the Act to revoke the Ontario Cease Trade Order;

AND UPON the Applicant having represented to the Commission that:

1. The Applicant is a corporation incorporated under the laws of the Province of Ontario. The head office of the Applicant is located in King City, Ontario.

2. The Applicant is a reporting issuer or the equivalent under the securities legislation of the provinces of British Columbia, Alberta and Ontario (the Reporting Jurisdictions). The Applicant is not a reporting issuer in any other jurisdiction in Canada.

3. The Applicant's authorized share capital consists of 100,000,000 common shares of which 30,455,932 are issued and outstanding.

4. The Applicant's common shares are listed for trading on the Canadian National Stock Exchange (CNSX) under the symbol "NLI". The CNSX halted trading of the Applicant's shares on May 9, 2011. Upon revocation of the Ontario Cease Trade Order, the Company will initiate the reinstatement review process with the CNSX in order to commence trading of its shares.

5. The Ontario Cease Trade Order was issued as a result of the Applicant's failure to file its annual financial statements along with associated Management's Discussion and Analysis (MD&A) and applicable executive officers' certificates required under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (the Annual Filings) for the year ending December 31, 2010.

6. The Applicant is also subject to a similar cease trade order issued by the British Columbia Securities Commission on May 10, 2011 as a result of the failure to file the Annual Filings.

7. Since the issuance of the Ontario Cease Trade Order, the Applicant has filed, among other things, the following continuous disclosure documents with the Reporting Jurisdictions:

a) On July 19, 2011, Form 13-502F1 Class 1 Reporting Issuers -- Participation Fee for the year ended December 31, 2010;

b) On July 19, 2011, audited annual financial statements 31, 2010 and MD&A for the year ended December 31, 2010;

c) On July 19, 2011, certifications pursuant to NI 52-109 for the period ended December 31, 2010;

d) On July 26, 2011, interim unaudited financial statements, interim MD&A and certifications of interim filings for the interim period ended March 31, 2011;

e) On August 23, 2011, disclosure of executive compensation disclosure under Form 51-102F6 Statement of Executive Compensation.

8. The Applicant is not in default of any requirements of the Ontario Cease Trade Order or the Act or the rules and regulations made pursuant thereto, subject to the deficiencies outlined in paragraph 7 above.

9. The Applicant has filed all outstanding continuous disclosure documents that are required to be filed under Ontario securities law.

10. Completed personal information forms and authorizations in the form of Appendix A of National Instrument 41-101 General Prospectus Requirements for each director and officer have accompanied the application.

11. The Applicant has provided an undertaking to the securities regulatory authorities in the Reporting Jurisdictions to hold an annual general meeting within three months after the date on which this order is granted.

12. The Applicant has paid all outstanding activity, participation and late filing fees that are required to be paid.

13. The Applicant's SEDAR profile and SEDI issuer profile supplement are current and accurate.

14. The Applicant is not considering, nor is it involved in any discussions relating to, a reverse take-over, merger, amalgamation or other form of combination or transaction similar to any of the foregoing.

15. Upon the issuance of this revocation order, the Applicant will issue a news release announcing the revocation of the Ontario Cease Trade Order. The Applicant will concurrently file the news release and material change report on SEDAR.

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

AND UPON the Director being satisfied that it would not be prejudicial to the public interest to revoke the Ontario Cease Trade Order.

IT IS ORDERED pursuant to section 144 of the Act that the Ontario Cease Trade Order is revoked.

DATED this 26th day of August, 2011.