Beta Brands Incorporated - ss. 83.1(1)

Headnote

StatutesCited

PoliciesCited

INTHE MATTER OF

THESECURITIES ACT

R.S.O.1990, CHAPTER S.5, AS AMENDED (the "Act")

AND

INTHE MATTER OF

BETABRANDS INCORPORATED

ORDER

(Subsection83.1(1))

UPON the application of Beta Brands Incorporated (the"Issuer") for an order pursuant to subsection 83.1(1) of theAct deeming the Issuer to be a reporting issuer for the purposesof Ontario securities law;

AND UPON considering the application and therecommendation of the staff of the Commission;

AND UPON the Issuer representing to the Commissionas follows:

1.The Issuer is a corporation governed by the Business CorporationsAct (Yukon).

2.The Issuer's head office is located in London, Ontario.

3.The authorized capital of the Issuer consists of an unlimitednumber of common shares ("Common Shares") and an unlimited numberof preference shares issuable in series ("Preference Shares").

4.As at March 28, 2001, 41,267,358 Common Shares and no PreferenceShares were issued and outstanding.

5.The Issuer has determined that it has a significant connectionto Ontario in that (i) the location of its head office is inLondon, Ontario; and (ii) approximately 33% of its Common Sharesare held by residents in Ontario.

6.The Common Shares are listed and posted for trading on the CanadianVenture Exchange ("CDNX") and the Issuer is not in default ofany of the requirements of CDNX.

7.The Issuer has been a reporting issuer under the SecuritiesAct (Alberta) (the "Alberta Act") since October 27, 1993 andbecame a reporting issuer under the Securities Act (BritishColumbia) (the "B.C. Act") on November 26, 1999 as a resultof the merger of the Alberta Stock Exchange and the VancouverStock Exchange to form CDNX. The Issuer is not in default ofany requirements of the Alberta Act or the B.C. Act.

8.The Issuer is not a reporting issuer (or the equivalent thereof)under the securities legislation of any other jurisdiction inCanada.

9.The continuous disclosure requirements of the Alberta Act andthe B.C. Act are substantially the same as those under the Act.

10.The continuous disclosure materials filed by the Issuer underthe Alberta Act and the B.C. Act are available on the Systemfor Electronic Document Analysis and Retrieval.

11.The Issuer has not been subject to any penalties or sanctionsimposed against the Issuer by a court relating to Canadian securitieslegislation or by a Canadian securities regulatory authority,and has not entered into any settlement agreement with any Canadiansecurities regulatory authority.

12.Neither the Issuer nor any of its officers, directors nor, tothe knowledge of the Issuer, its officers and directors, anyof its controlling shareholders, has: (i) been the subject ofany penalties or sanctions imposed by a court relating to Canadiansecurities legislation or by a Canadian securities regulatoryauthority; (ii) entered into a settlement agreement with a Canadiansecurities regulatory authority; or (iii) been subject to anyother penalties or sanctions imposed by a court or regulatorybody that would be likely to be considered important to a reasonableinvestor making an investment decision.

13.Neither the Issuer nor any of its officers, directors, nor tothe knowledge of the Issuer, its officers and directors, anyof its controlling shareholders, is or has been subject to:(i) any known ongoing or concluded investigations by: (a) aCanadian securities regulatory authority, or (b) a court orregulatory body, other than a Canadian securities regulatoryauthority, that would be likely to be considered important toa reasonable investor making an investment decision; or (ii)any bankruptcy or insolvency proceedings, or other proceedings,arrangements or compromises with creditors, or the appointmentof a receiver, receiver-manager or trustee, within the preceding10 years.

14.None of the officers or directors of the Issuer, nor to theknowledge of the Issuer, its officers and directors, any ofits controlling shareholders, is or has been at the time ofsuch event an officer or director of any other issuer whichis or has been subject to: (i) any cease trade or similar orders,or orders that denied access to any exemptions under Ontariosecurities law, for a period of more than 30 consecutive days,within the preceding 10 years; or (ii) any bankruptcy or insolvencyproceedings, or other proceedings, arrangements or compromiseswith creditors, or the appointment of a receiver, receiver-manageror trustee, within the preceding 10 years.

AND UPON the Commission being satisfied thatto do so would not be prejudicial to the public interest;

IT IS HEREBY ORDERED pursuant to subsection83.1(1) of the Act that the Issuer be deemed a reporting issuerfor purposes of Ontario securities law.