Headnote

Mutual Reliance Review System for Exemptive Relief Applications - In connection with a proposed Dutch auction issuer bid, with respect to securities tendered at or below the clearing price, offeror exempt from the requirement to take up and pay for securities deposited proportionately according to the number of securities deposited to the bid and the associated disclosure requirement.

Ontario Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am, ss. 95(7) and 104(2)(c)

Ontario Regulations Cited

Regulation made under the Securities Act, R.R.O. 1990, Reg. 1015, as am., s. 189(b) and Item 9 of Form 33

WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Nova Scotia, and Newfoundland (collectively, the "Jurisdictions") has received an application (the "Application") from Brascan Corporation ("Brascan") for a decision pursuant to the securities legislation of the Jurisdictions (the "Legislation") that, in connection with the proposed purchase by Brascan of a portion of its outstanding Subordinated Convertible Auction Notes due 2088 (the "Notes") pursuant to an issuer bid (the "Offer"), Brascan be exempt from the requirements in the Legislation to:

(i) take up and pay for securities proportionately according to the number of securities deposited by each securityholder (the "Proportionate Take-up and Payment Requirement"); and

(ii) provide disclosure in the issuer bid circular (the "Circular") of such proportionate take-up and payment (the "Associated Disclosure Requirement");

AND WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Relief Applications (the "System"), the Ontario Securities Commission is the principal regulator for the Application;

AND WHEREAS Brascan has represented to the Decision Makers as follows:

1. Brascan is a reporting issuer or the equivalent in each of the Jurisdictions and is not in default of any requirement of the Legislation. The head office of Brascan is located in Toronto, Ontario.

2. Brascan's authorized capital consists of an unlimited number of Class A Preference Shares, issuable in series, an unlimited number of Class AA Preference Shares, issuable in series, an unlimited number of Class A Limited Voting Shares and 85,120 Class B Limited Voting Shares.

3. The Class A Limited Voting Shares are listed and posted for trading on The Toronto Stock Exchange. As of May 19, 2000, the closing price of the Class A Limited Voting Shares was $17.65.

4. As of May 19, 2000, Notes in the aggregate principal amount of $77,295,000 were outstanding. The Notes are convertible into Class A Limited Voting shares at a conversion price which is significantly in excess of the current market price of the Class A Limited Voting Shares.

5. In connection with the Offer, Brascan retained the firm of Koger Valuations Inc. to prepare a formal valuation of the Notes (the "Formal Valuation").

6. Brascan proposes to purchase Notes through the Offer by way of the Circular. Brascan intends to acquire the aggregate principal amount of $50,000,000 of Notes, representing approximately 64.7% of the outstanding Notes, pursuant to the Offer. Brascan anticipates using cash on hand to acquire the Notes.

7. The Offer will be made pursuant to a Dutch Auction procedure (the "Procedure") as follows:

(a) the Circular will specify that the maximum aggregate principal amount of the Notes that Brascan intends to purchase under the Offer is $50,000,000 (the "Specified Amount").

(b) The Circular also will specify the range of prices (the "Range") within which Brascan is prepared to purchase Notes under the Offer.

(c) Holders of the Notes (the "Noteholders") wishing to tender to the Offer will be able to specify the lowest price within the Range at which they are willing to sell their Notes (an "Auction Tender").

(d) Noteholders wishing to tender to the Offer but who do not wish to make an Auction Tender may elect to be deemed to have tendered at the Clearing Price determined in accordance with paragraph (e) below (a "Purchase Price Tender").

(e) The purchase price (the "Clearing Price") of the Notes tendered to the Offer will be the lowest price that will enable Brascan to purchase the Specified Amount of Notes and will be determined based upon the aggregate principal amount of Notes tendered pursuant to an Auction Tender at each price within the Range and tendered pursuant to a Purchase Price Tender, with each Purchase Price Tender being considered a tender at the lowest price in the Range for the purpose of calculating the Clearing Price.

(f) All Notes tendered by Noteholders who specify a tender price for such tendered Notes that falls outside the Range will be considered to have been improperly tendered, will be excluded from the determination of the Clearing Price, will not be purchased by Brascan and will be returned to the tendering Noteholders.

(g) All Notes tendered by Noteholders who fail to specify any tender price for such tendered Notes and fail to indicate that they have tendered their Notes pursuant to a Purchase Price Tender will be considered to have been tendered pursuant to a Purchase Price Tender and will be dealt with as described in paragraph (i) below.

(h) The aggregate amount that Brascan will expend pursuant to the Offer will not be ascertained until the Clearing Price is determined.

(i) All Notes tendered at or below the Clearing Price pursuant to an Auction Tender and all Notes tendered pursuant to a Purchase Price Tender will be taken up and paid for at the Clearing Price, plus accrued and unpaid interest, subject to proration (calculated to the nearest whole $1,000 principal amount of Notes, so as to avoid the creation of fractional Notes) if the aggregate principal amount of Notes tendered at or below the Clearing Price pursuant to Auction Tenders and the aggregate principal amount of Notes tendered pursuant to Purchase Price Tenders exceeds the Specified Amount.

(j) All Notes tendered at prices above the Clearing Price for the Offer will be returned to the appropriate Noteholders.

8. Prior to the expiry of the Offer, all information regarding the aggregate principal amount of Notes tendered and the prices at which such Notes are tendered will be kept confidential, and the depository will be directed by Brascan to maintain such confidentiality until the Clearing Price is determined.

9. Since the Offer will be for fewer than all of the Notes, if the aggregate principal amount of Notes tendered to the Offer at or below the Clearing Price exceeds the Specified Amount, the Legislation would require Brascan to take up and pay for deposited Notes proportionately, according to the principal amount of Notes deposited by each Noteholder. In addition, the Legislation would require disclosure in each Circular that Brascan would, if Notes tendered to the Offer exceeded the Specified Amount, take up such Notes proportionately according to the aggregate principal amount of Notes tendered by each Noteholder to the Offer.

10. The Circular will:

(a) disclose the mechanics for the take-up of and payment for, or the return of, Notes as described in the Procedure in paragraph 7 above;

(b) explain that, by tendering Notes at the lowest price in the Range, a Noteholder can reasonably expect that the Notes so tendered will be purchased at the Clearing Price, subject to proration as described in paragraph 7 above; and

(c) include a summary of the Formal Valuation.

AND WHEREAS pursuant to the System this MRRS Decision Document evidences the decision of each of the Decision Makers (collectively, the "Decision");

AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the Decision has been met;

THE DECISION of the Decision Makers in the Jurisdictions pursuant to the Legislation is that, in connection with the Offer, Brascan is exempt from the Proportionate Take-up and Payment Requirement and the Associated Disclosure Requirement, provided that Notes tendered to the Offer are taken up and paid for, or returned to the Noteholders, in accordance with the Procedure.

June 19^th, 2000.

"J. A. Geller"      "J. F. Howard"