Conrex Steel Ltd. - s. 83, ss. 1(6) of the OBCA

Order

Headnote

Issuer deemed to have ceased to be a reportingissuer under the Act.

Subsection 1(6) of the OBCA - Issuer deemedto have ceased to be offering its securities to the public underthe Business Corporations Act (Ontario).

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am.,ss. 1(1), 6(3) and 83.

Business Corporations Act, R.S.O. 1990, c. B.16,as am., s. 1(6).

IN THE MATTER OF

THE SECURITIES ACT, R.S.O.1990, CHAPTER S.5,

AS AMENDED (the "Act")

AND

IN THE MATTER OF

THE BUSINESS CORPORATIONSACT, R.S.O. 1990, CHAPTER B.16,

AS AMENDED (the "OBCA")

AND

IN THE MATTER OF

CONREX STEEL LTD.

 

ORDER

(Section 83 of the Act)

(Subsection 1(6) of the OBCA)

WHEREAS the Ontario Securities Commission(the "Commission") has received an application fromConrex Steel Ltd. ("Amalco") for:

(i) An order under the Act that Amalco bedeemed to have ceased to be a reporting issuer under theAct; and

(ii) An order under the OBCA that Amalcobe deemed to have ceased to be offering its securities tothe public.

AND WHEREAS Amalco has represented tothe Commission that:

1. Amalco is the corporation continuing underthe OBCA following the amalgamation (the "Amalgamation")on January 1, 2003 of Conrex Steel Corp., ("Conrex"),Conrex Steel Ltd. ("Conrex Subco"), and 2017341Ontario Inc. ("MB Subco").

2. The head office of Amalco is located inToronto, Ontario.

3. Conrex was a reporting issuer in Ontarioat the time of the Amalgamation and, as a result of the Amalgamation,Amalco became a reporting issuer in Ontario.

4. Amalco is not in default of any of therequirements of the Act.

5. Upon the Amalgamation:

(a) Each issued share of Conrex (other thanthose held by MB Subco) was exchanged for one redeemablepreferred share of Amalco.

(b) Each issued share of MB Subco was exchangedfor a common share of Amalco.

(c) The issued shares of Conrex held byMB Subco and the issued shares of Conrex Subco were cancelled.

Effective January 3, 2003, all of the outstandingredeemable preferred shares of the Amalco were redeemed for$0.65 per share.

6. As a result of the Amalgamation, all ofthe issued common shares of Amalco are owned by Marshall-BarwickInc.

7. Except for the common shares referred toabove and for debt securities issued by Amalco to its bankersin connection with an operating line of credit and term loanfacility, Amalco has no securities outstanding.

8. No securities, including debt securities,of Amalco are listed or quoted on any stock exchange or market.

9. Amalco has no present intention of seekingpublic financing by way of an offering of its securities inCanada.

AND UPON the Commission being satisfiedthat to do so would not be prejudicial to the public interest.

IT IS HEREBY ORDERED under Section 83of the Act that Amalco is deemed to have ceased to be a reportingissuer under the Act.

January 28, 2003.

"John Hughes"

AND IT IS FURTHER ORDERED under subsection1(6) of the OBCA that Amalco is deemed to have ceased to beoffering its securities to the public for the purposes of theOBCA.

January 28, 2003.

"Robert W. Korthals"                    "KerryD. Adams"