Novoheart Holdings Inc.

Headnote

National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- Application for an order than the issuer is not a reporting issuer under applicable securities laws -- The issuer is not an OTC reporting issuer; the outstanding securities of the issuer are beneficially owned by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide; no securities of the issuer are traded on a marketplace in Canada or another country; the issuer is not in default of securities legislation except it has not filed certain continuous disclosure documents -- relief granted.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s.1(10)(a)(ii).

January 8, 2021

IN THE MATTER OF THE SECURITIES LEGISLATION OF BRITISH COLUMBIA AND ONTARIO (the Jurisdictions) AND IN THE MATTER OF THE PROCESS FOR CEASE TO BE A REPORTING ISSUER APPLICATIONS AND IN THE MATTER OF NOVOHEART HOLDINGS INC.(the Filer)

ORDER

Background

¶ 1 The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) has received an application from the Filer for an order under the securities legislation of the Jurisdictions (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).

Under the Process for Cease to be a Reporting Issuer Applications (for a dual application):

(a) the British Columbia Securities Commission is the principal regulator for this application,

(b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in Alberta, Saskatchewan and Manitoba, and

(c) this order is the order of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

¶ 2 Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.

Representations

¶ 3 This order is based on the following facts represented by the Filer:

1. the Filer is a corporation that was incorporated under the Business Corporations Act (Alberta) and continued under the Business Corporations Act (British Columbia) (the BCBCA);

2. the Filer is a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba and Ontario;

3. the Filer's head office is located in Hong Kong; the Filer has determined that the British Columbia Securities Commission is its principal regulator as certain of the Filer's operations and personnel are located in British Columbia;

4. the Filer's authorized capital consists of an unlimited number of common shares (Common Shares) without par value, of which 188,640,774 are issued and outstanding; the Filer has no other outstanding securities;

5. the Common Shares traded on the TSX Venture Exchange (the TSXV) and on the Frankfurt Stock Exchange; no other securities of the Filer were listed on any exchange;

6. Novomed Limited (Novomed) is a corporation incorporated under the laws of the British Virgin Islands and has an authorized share capital of 50,000 Shares; no securities of Novomed are listed on any exchange;

7. on November 18, 2020, Novomed acquired all of the issued and outstanding Common Shares by way of a statutory plan of arrangement under the BCBCA;

8. on November 20, 2020, the Common Shares were delisted from the TSXV and the Frankfurt Stock Exchange;

9. the Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets;

10. the outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide;

11. no securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;

12. the Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer;

13. the Filer is not in default of securities legislation in any jurisdiction, other than the obligation to file on or before November 30, 2020 its interim financial statements and related management's discussion and analysis for the interim period ended September 30, 2020 as required under National Instrument 51-102 Continuous Disclosure Obligations and the

14. related certification of interim filings as required under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (collectively, the Filings); and

15. the Filer is not eligible to use the simplified procedure under National Policy 11-206 Process for Cease to be a Reporting Issuer Applications as the Filer is in default for failure to file the Filings.

Order

¶ 4 Each of the Decision Makers is satisfied that the order meets the test set out in the Legislation for the Decision Maker to make the order.

The decision of the Decision Makers under the Legislation is that the Order Sought is granted.