BCSC

Exemption Orders (Discretionary)

INFOWAVE SOFTWARE, INC.

2001 BCSECCOM 332

IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418

AND

IN THE MATTER OF INFOWAVE SOFTWARE, INC.

Exemption Order Under Sections 48 and 76

[para 1]
WHEREAS Infowave Software, Inc. has applied to the Executive Director for an order under sections 48 and 76 of the Securities Act, R.S.B.C. 1996, c. 418, that intended trades by Infowave in its securities to Cascadia Capital LLC are exempt from the requirements of sections 34(1)(a) and 61 of the Act;

[para 2]
AND WHEREAS Infowave has represented to the Executive Director that:

1. Infowave was amalgamated under the laws of British Columbia, is a reporting issuer under the Act and is not in default of any requirement of the Act or the Securities Rules, R.B.C. Reg. 194/97 (the “Rules”);

2. the authorized share capital of Infowave consists of 100,000,000 common shares of which 20,728,717 common shares were issued and outstanding as of June 30, 2000;

3. the common shares are listed and posted for trading on The Toronto Stock Exchange (the “TSE”);

4. on April 13, 2000 Infowave closed a private placement of 924,000 special warrants (the “Private Placement”), which included a distribution to purchasers resident in British Columbia as well as a distribution to purchasers resident outside of Canada; each special warrant entitles the holder thereof to acquire one Infowave common share;

5. in consideration for efforts made by Cascadia on behalf of Infowave in connection with the distribution under the Private Placement to purchasers resident outside of Canada, Infowave has agreed to pay to Cascadia a fee payable in non-transferable warrants (the “Compensation Warrants”) to acquire a number of Infowave common shares equal to 5% of the Private Placement, which amounts to 46,200 Compensation Warrants;

6. Cascadia is located in Washington State and is not an insider of Infowave or an associate of an insider of Infowave;

7. the TSE has approved the issuance of the Compensation Warrants to Cascadia;

8. prior to Infowave’s listing on the TSE, in October, 1999, Infowave was an “exchange issuer” under the Act; and

9. but for the fact that Infowave is no longer an “exchange issuer”, the distribution of the Compensation Warrants by Infowave to Cascadia would be exempt from the requirements of sections 34(1)(a) and 61 of the Act under the registration and prospectus exemptions contained in sections 89(e)(ii)(C) and 128(f)(ii)(C) of the Rules;

[para 3]
AND WHEREAS the Executive Director considers that to do so would not be prejudicial to the public interest;

[para 4]
IT IS ORDERED:

1. under sections 48 and 76 of the Act, that the intended trades by Infowave of up to 46,200 Compensation Warrants to Cascadia are exempt from the requirements of sections 34(1)(a) and 61 of the Act provided that Infowave:

(a) delivers a copy of this order to Cascadia prior to the trades; and

(b) files a Form 20 on or before the 10th day after the distribution of Compensation Warrants to Cascadia; and

2. under section 76 of the Act, that any trade in common shares of Infowave acquired by Cascadia upon exercise of the Compensation Warrants acquired by Cascadia under this order, is deemed to be a distribution unless:

(a) 12 months or, if Infowave complies with the provisions of Local Policy Statement 3-27 and BCI 45-506 in connection with the distribution, four months, have elapsed from the date of issuance of the Compensation Warrants;

(b) if the seller is an insider of Infowave, other than a director or senior officer of Infowave, the seller has filed all records required to be filed under sections 87 and 90 of the Act;

(c) if the seller is a director or senior officer of Infowave, the seller has filed all records required to be filed under sections 87 and 90 of the Act and Infowave has filed all records required to be filed under Part 12 of the Act and of the Rules;

(d) the trade is not a distribution from the holdings of a control person;

(e) no unusual effort is made to prepare the market or to create a demand for the securities; and

(f) no extraordinary commission or other consideration is paid in respect of the trade.

[para 5]
DATED March 20, 2001.

Brenda Leong
Director