Exemption Orders (Discretionary)

HOW TO WEB TV INC.


2001 BCSECCOM 574


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

AND

IN THE MATTER OF HOW TO WEB TV INC.

Exemption Order Under Sections 48 and 76

[para 1]
WHEREAS How To Web TV Inc. (the “Corporation”) 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 certain intended trades in common shares of the Corporation are exempt from the requirements of sections 34(1)(a) and 61 of the Act;

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

1. the Corporation was incorporated under the laws of the Province of Alberta, is a reporting issuer under the Act and is not in default of any requirements of the Act or the Securities Rules, B.C. Reg. 194/97;

2. the authorized capital of the Corporation consists of an unlimited number of common shares and an unlimited number of preferred shares without nominal or par value, of which 14,362,302 common shares and no preferred shares are issued and outstanding as at May 14, 2001;

3. the Corporation was listed and posted for trading on the Alberta Stock Exchange as a junior capital pool company on December 22, 1998 and, as a result of the merger of the Alberta Stock Exchange and the Vancouver Stock Exchange, is now listed on the Canadian Venture Exchange;

4. in connection with its organization, the Corporation distributed 2,000,000 common shares to its promoters, officers, directors and other insiders, which common shares were deposited into escrow pursuant to an escrow agreement dated September 21, 1998 (the “Escrow Agreement”) with Montreal Trust Company as the escrow agent; 1,300,000 of the common shares held in escrow are held by Michael Kirsch, Ian Gallie and Richard Youell (collectively the “Promoters”);

5. the Promoters have agreed, subject to regulatory approval, to transfer an aggregate 860,000 of the 1,300,000 common shares held by them (the “Shares”) to Malcolm Burke, a director of the Corporation, at the price of $0.05 per common share; Kirsch will transfer 360,000 of the Shares, Gallie will transfer 300,000 of the Shares and Youell will transfer 200,000 of the Shares;

6. Burke, Kirsch and Gallie are residents of British Columbia; the Shares held by Kirsch and Gallie are subject to a hold period in British Columbia expiring September 29, 2001;

7. Burke will enter into an agreement to be bound by the Escrow Agreement and the Shares will remain, after the transfers, subject to the Escrow Agreement and will also remain subject to a hold period expiring the date that the statutory hold period on the Shares expires;

8. the Alberta Securities Commission has consented to the transfer within escrow of the Shares;

9. the registration exemption contained in section 89(d) of the Rules is not available for the transfers because the Escrow Agreement is not in the form required by the British Columbia Securities Commission as the Commission had not recognized the Alberta Stock Exchange for the purpose of section 89(d); and

10. in the absence of this order, a prospectus would have to be filed to permit the trades by Kirsch and Gallie of 660,000 of the Shares to Burke as the Corporation has not been a reporting issuer in British Columbia for the 12 months immediately preceding the trade;

[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 section 48 of the Act, that the intended trades by the Promoters of the Shares to Burke are exempt from the requirement of section 34(1)(a) of the Act, provided that, prior to completion of the trades, Burke receives a copy of this order;

2. under section 76 of the Act, that the intended trades by Kirsch and Gallie of 660,000 of the Shares to Burke are exempt from the requirement of section 61 of the Act;

3. under section 76 of the Act, that any trades in Shares acquired by Burke under this order is deemed to be a distribution unless:

(a) the trade is in accordance with the Escrow Agreement and is made after September 28, 2001;

(b) if the seller is an insider of the Corporation, other than a director or senior officer of the Corporation, 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 the Corporation, the seller has filed all records required to be filed under Part 12 of the Act and the Rules and the Corporation has filed all records required to be filed under Part 12 of the Act and 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 create a demand for the security; and

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

[para 5]
DATED June 1, 2001.




Derek E. Patterson
Manager
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