Exemption Orders (Discretionary)
WIRELESS MATRIX CORPORATION
2001 BCSECCOM 553
Headnote
Mutual Reliance Review System for Exemptive Relief Applications – Relief from the registration requirement in connection with the issuance of common shares by an issuer upon the exercise of previously outstanding options of another issuer.
Applicable British Columbia Provisions
Securities Act, R.S.B.C. 1996, c. 418, s. 48
IN THE MATTER OF THE SECURITIES LEGISLATION OF ALBERTA AND BRITISH COLUMBIA
AND
IN THE MATTER OF THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF WIRELESS MATRIX CORPORATION
MRRS DECISION DOCUMENT
1. WHEREAS the local securities regulatory authority or regulator (the “Decision Maker”) in each of Alberta and British Columbia (the “Jurisdictions”) has received an application from Wireless Matrix Corporation (“Wireless”) for a decision under the securities legislation of the Jurisdictions (the “Legislation”) that the requirement under the Legislation to be registered to trade in a security (the “Registration Requirement”) shall not apply to the issuance by Wireless of common shares upon the exercise of certain outstanding options;
2. AND WHEREAS under the Mutual Reliance Review System for Exemptive Relief Applications (the “System”), the Alberta Securities Commission is the principal regulator for this application;
3. AND WHEREAS Wireless has represented to the Decision Makers that:
3.1 Wireless is a corporation continued under the Canada Business Corporations Act;
3.2 the head office of Wireless is in Calgary, Alberta;
3.3 the authorized share capital of Wireless includes an unlimited number of common shares (“Common Shares”);
3.4 there are 35,055,326 Common Shares outstanding;
3.5 the Common Shares are listed and posted for trading on The Toronto Stock Exchange;
3.6 Wireless is a reporting issuer in each of the Jurisdictions;
3.7 Wireless is not in default of any requirement under the Legislation;
3.8 pursuant to a business combination agreement, Wireless acquired Norcom Networks Corporation (“Norcom”) on February 28, 2001 (the “Combination”);
3.9 as a result of the Combination, Wireless became obligated to issue Common Shares upon the exercise of outstanding options to purchase common shares of Norcom (“Norcom Options”);
3.10 there are 508,132 Norcom Options outstanding;
3.11 2,311,238 Common Shares may be issued upon the exercise of the outstanding Norcom Options;
3.12 there are 18 holders of Norcom Options resident in British Columbia, holding 34,500 Norcom Options;
3.13 the 34,500 Norcom Options held by residents of British Columbia may be exercised to acquire 156,923 Common Shares;
3.14 no exemption from the Registration Requirement exists under the Legislation to permit Wireless to issue Common Shares upon the exercise of Norcom Options to persons other than employees, officers or directors of Wireless and its affiliates;
4. AND WHEREAS under the System, this MRRS Decision Document evidences the decision of each Decision Maker (collectively, the “Decision”);
5. AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the Decision has been met;
6. THE DECISION of the Decision Makers under the Legislation is that the Registration Requirement shall not apply to the issuance by Wireless of Common Shares upon the exercise of Norcom Options.
DATED this 1st day of May, 2001.
Eric T. Spink, Vice-Chair Thomas G. Cooke, Q.C., Member