BCSC

Exemption Orders (Discretionary)

HARTCO ENTERPRISES INC.

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

AND

IN THE MATTER OF NATIONAL POLICY STATEMENT NO. 47

AND

IN THE MATTER OF HARTCO ENTERPRISES INC.

Waiver under Section 4.5

WHEREAS Hartco Enterprises Inc. has applied to the Executive Director for a waiver under section 4.5 of National Policy Statement No. 47 (“NP 47”) to permit Hartco to participate in the prompt offering qualification system (the “POP System”) under NP 47;

AND WHEREAS Hartco has represented to the Executive Director that:

1. Hartco is a corporation amalgamated under the Canada Business Corporations Act, is a reporting issuer under the Act and is not in default of any requirement under the Act or the Securities Rules, B.C. Reg. 194/97;

2. the authorized capital of Hartco consists of an unlimited number of common shares, class A preferred shares issuable in series and class B preferred shares issuable in series of which there were 12,863,224 common shares and no class A shares or Class B shares issued and outstanding as at June 12, 1998;

3. the common shares are listed and posted for trading on The Toronto Stock Exchange and the Montreal Exchange;

4. the financial year end for Hartco is the Saturday closest to January 31 and was January 31 in 1998;

5. the aggregate market value of Hartco’s “Equity Securities” as defined and calculated in accordance with NP 47 was $68,543,703 for the month of January, 1998;

6. to calculate the aggregate market value of the Equity Securities of Hartco, the common shares held by H & N Family Subco Inc. and Harry Hart must be subtracted as H & N and Harry Hart hold more than 10% of the common shares;

7. Hartco would be eligible under NP 47 to participate in the POP System, but for the fact that the aggregate market value of the Equity Securities for the month of January, 1998 was less than $75,000,000;

8. the aggregate market value of Hartco Equity Securities has been in excess of $75,000,000 for each month from February, 1998 to June, 1998; and

9. Hartco has selected Ontario to be the principal jurisdiction for the purpose of this application;

AND WHEREAS the Executive Director is satisfied that to do so would be appropriate in the circumstances;

THEREFORE, under section 4.5 of NP 47, the Executive Director hereby waives the requirements of section 4.1(2)(b)(i) of NP 47 in respect of Hartco so that Hartco is eligible to participate in the POP System, provided that:

1. Hartco complies in all other respects with the requirements of NP 47;

2. Hartco satisfies the criteria of section 4.1(1)(c) of NP 47 on a date within 60 days before the date of the filing of any preliminary short form prospectus;

3. the eligibility certificate required by section 5.3(2) of NP 47 may state that Hartco satisfies the criteria of section 4.1(1)(c) of NP 47 in accordance with this waiver;

4. this waiver terminates on the earlier of:

(a) 140 days after Hartco’s financial year ended on or about January 31, 1999; and

(b) the date of filing of the Renewal AIF (as defined in NP 47) by Hartco in respect of its financial year ended on or about January 31, 1999

DATED at Vancouver, British Columbia, on August 6, 1998.

Margaret Sheehy
Director