Exemption Orders (Discretionary)

C.M. OLIVER & COMPANY LIMITED


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

AND

IN THE MATTER OF C.M. OLIVER & COMPANY LIMITED


Exemption Order Under Section 76


WHEREAS C.M. Oliver & Company Limited has applied to the Executive Director for an order under section 76 of the Securities Act, R.S.B.C. 1996, c. 418 that certain intended trades of securities by C.M. Oliver are exempt from the requirements of section 61 of the Act;

AND WHEREAS C.M. Oliver has represented to the Executive Director that:

1. Oliver was formed by amalgamation under the laws of British Columbia on September 1, 1971;

2. Oliver is registered under the Act as a broker and as an underwriter;

3. Oliver employs persons who are registered under the Act as salesmen, partners, directors or officers of C.M. Oliver (the “Registrants”);

4. from time to time C.M. Oliver acts as underwriter or agent with respect to new financings by reporting issuers under the Act, and as consideration for the services performed by C.M. Oliver in connection with a distribution of securities of such issuers (the “Distributions”), C.M. Oliver may receive securities (“Compensation Securities”) of such issuers in reliance on the prospectus exemption in section 74(2)(23) of the Act;

5. Oliver wishes to have the option of compensating the Registrants who are involved in the Distributions by transferring Compensation Securities to them;

6. under section 142 of the Securities Rules, R.B.C. Reg. 194/97, a trade of Compensation Securities by C.M. Oliver to the Registrants is deemed to be a distribution unless, among other things, a 12 month period has elapsed from the date of issue of the Compensation Securities, or a 12 month period has elapsed from the earlier of the date of issue of the Compensation Securities and the date a written agreement committing C.M. Oliver to acquire the Compensation Securities, subject only to any required regulatory approval, has been executed by all parties to the agreement, whichever is applicable; and

7. there is no prospectus exemption available to permit C.M. Oliver to transfer Compensation Securities to the Registrants in connection with a Distribution;

AND WHEREAS the Executive Director considers that it would not be prejudicial to the public interest to do so;

IT IS ORDERED:

1. under section 76 of the Act that intended trades from time to time of Compensation Securities from C.M. Oliver to the Registrants in connection with a Distribution are exempt from the requirements of section 61 of the Act; and

2. under section 76 of the Act that any trade of Compensation Securities by a Registrant is deemed to be a distribution unless:

(a) if the trade is in a security of an issuer other than an exchange issuer, a 12 month period has elapsed from the date of issue of the security;
    (b) if the trade is in a security of an exchange issuer, a 12 month period has elapsed from the earlier of the date of issue of the security and the date a written agreement committing the seller to acquire the security, subject only to any required regulatory approval, has been executed by all parties to the agreement and, where the consideration for the security is cash, the seller has irrevocably committed the funds to acquire the security;
      (c) if the seller is an insider of the issuer of the security, other than a director or senior officer of the issuer, the seller has filed all records required to be filed under sections 87 and 90 of the Act;
        (d) if the seller is a director or senior officer of the issuer of the security, the seller has filed all records required to be filed under section 87 and 90 of the Act and the issuer has filed all records required to be filed under Part 12 of the Act and of the Rules;
          (e) the trade is not a distribution from the holdings of a control person;
            (f) no unusual effort is made to prepare the market or create a demand for the security; and
              (g) no extraordinary commission or other consideration is paid in respect of the trade.
                DATED at Vancouver, British Columbia, on September 3, 1997.






                Paul C. Bourque
                Executive Director
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