Canadex Resources Limited - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- application for an order that the issuer is not a reporting issuer.

Ontario Statutes

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

February 29, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ALBERTA AND ONTARIO (the "Jurisdictions")

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

CANADEX RESOURCES LIMITED (the "Filer")

MRRS DECISION DOCUMENT

Background

The local securities regulatory authority or regulator (the "Decision Maker") in each of the Jurisdictions has received an application from the Filer for a decision pursuant to the securities legislation of the Jurisdictions (the "Legislation") that the Filer be deemed to have ceased to be a reporting issuer in the Jurisdictions (the "Requested Relief").

Under the Mutual Reliance Review System for Exemptive Relief Applications,

(i) the Ontario Securities Commission is the principal regulator for the application, and

(ii) this MRRS decision document evidences the decision of each Decision Maker.

Interpretation

Defined terms contained in National Instrument 14-101 -- Definitions have the same meaning in this decision unless they are defined in this decision.

Representations

The decision is based on the following facts represented by the Filer:

1. The Filer is a corporation governed by the Business Corporations Act (Ontario) (the "OBCA") with its head office located in Brampton, Ontario.

2. The authorized capital of the Filer consists of an unlimited number of common shares (the "Common Shares"), an unlimited number of Class A preference shares (the "Preference Shares") and an unlimited number of non-voting redeemable special shares (the "Special Shares"). As at the date hereof, 5,811,005 Common Shares, 7,529,346 Preference Shares and no Special Shares of the Filer are issued and outstanding.

3. The Filer is a reporting issuer in each of the Jurisdictions.

4. On December 10, 2007, 2154742 Ontario Limited (the "Offeror"), a wholly-owned subsidiary of Student Transportation of America Ltd., made an offer to purchase (i) all of the Common Shares at a price of Cdn.$5.72 cash per Common Share; and (ii) all of the Preference Shares at a price of Cdn.$1.00 cash per Preference Share (the "Offer").

5. The Offer expired on January 17, 2008. In connection with the completion of the Offer, approximately 93.1% of the outstanding Common Shares and 100% of the outstanding Preference Shares were taken up and paid for by the Offeror.

6. On January 28, 2008, the Offeror commenced a compulsory acquisition under section 188 of the OBCA to acquire the remaining Common Shares not deposited under the Offer by mailing a notice of compulsory acquisition to the holders of such Common Shares. The compulsory acquisition was completed on February 27, 2008.

7. On February 11, 2008, the Offeror and the Filer delivered an application to the Toronto Stock Exchange to have the Common Shares voluntarily de-listed. The Common Shares were de-listed from the Toronto Stock Exchange on February 27, 2008.

8. As a result of these transactions, all of the outstanding securities of the Filer are held by the Offeror. No securities of the Filer are currently traded on a marketplace as defined in National Instrument 21-101 -- Marketplace Operation.

9. The Filer has no current intention to seek public financing by way of an offering of securities.

10. The Filer is applying for a decision that the Filer is not a reporting issuer in the Jurisdictions.

11. Upon the grant of the requested relief, the Filer will not be a reporting issuer or the equivalent in any jurisdiction of Canada.

12. The Filer is not in default of any of its obligations as a reporting issuer under the Legislation other than with respect to the obligation to file interim financial statements, related management's discussion and analysis and certificates under Multilateral Instrument 52-109 -- Certification of Disclosure in Issuers' Annual and Interim Filings for its second quarter ended December 31, 2007. On February 14, 2008, the last date by which the Filer was required to make such filings, the Offeror owned in excess of 90% of the Common Shares and 100% of the Preference Shares, and had delivered a notice of compulsory acquisition to shareholders of the Filer who had not deposited their Common Shares under the Offer. Consequently, the Filer has not filed such documents in respect of its second quarter ended December 31, 2007.

Decision

Each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Makers with the jurisdiction to make the Decision has been met.

The decision of the Decision Makers under the Legislation is that the Requested Relief is granted.

"David L. Knight"

"Suresh Thakrar"