Exemption Orders (Discretionary)
ICRON SYSTEMS INC.
2001 BCSECCOM 198
IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418
AND
IN THE MATTER OF ICRON SYSTEMS INC.
Exemption Order Under Section 133(2) of the Securities Rules
[para 1]
WHEREAS Icron Systems Inc. has applied to the Executive Director for an order under section 133(2) of the Securities Rules, B.C. Reg 194/97 that Icron is exempt from the requirements of Item 16(1)(b)(i) of Form 43 regarding distributions under registration and prospectus exemptions contained in the Securities Act and Rules requiring that an offering memorandum be delivered to the purchasers;
[para 2]
AND WHEREAS Icron has represented to the Executive Director that:
1. Icron was continued under the Canada Business Corporations Act effective January 25, 1999, is a reporting issuer under the Act and is not in default of any requirement of the Act or the Rules;
2. the authorized capital of Icron consists of an unlimited number of common shares and preferred shares of which there were 24,097,211 common shares issued and outstanding as of January 10, 2001;
3. the common shares are listed and posted for trading on the Canadian Venture Exchange Inc.;
4. the financial year end for Icron is December 31;
5. Icron intends to complete a private placement of units comprised of one common share and one common share purchase warrant, at a price of $0.15 per unit under certain exemptions from the prospectus and registration requirements of the Act requiring an offering memorandum in Form 43 to be delivered to the purchasers (the "Exemptions");
6. Item 16(1)(b)(i) of Form 43 requires the inclusion of audited financialstatements for an issuer's most recent fiscal year, which would be the audited financial statements for year ended December 31, 2000 for Icron (the "2000 Financial Statements");
7. the 2000 Financial Statements are not completed at this time;
8. if Icron was filing a preliminary prospectus under Interim Local Policy Statement 41-601, the 2000 Financial Statements would not be required to be included as it has been less than 90 days from the date of Icron's financial year end;
9. Icron intends to includes its audited financial statements for the year ended December 31, 1999 and unaudited interim financial statements for the nine month period ended September 30, 2000, which have been reviewed by its auditors;
[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 under section 133(2) of the Rules, that Icron is exempt from the requirements of Item 16(1)(b)(i) of Form 43 in connection with distributions of its securities under Exemptions made prior to March 31, 2001.
[para 5]
Dated January 25, 2001.
Brenda Leong
Director