Infolink Technologies Ltd. - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- issuer is not a reporting issuer.

Applicable Legislative Provisions

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

January 18, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO AND ALBERTA

(the Jurisdictions)

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

INFOLINK TECHNOLOGIES LTD.

(the Filer)

MRRS DECISION DOCUMENT

Background

1. 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 under the securities legislation of the Jurisdictions (the Legislation) to be deemed to have ceased to be a reporting issuer in the Jurisdictions in accordance with the Legislation.

2. Under the Mutual Reliance Review System for Exemptive Relief Applications:

(a) the Ontario Securities Commission (OSC) is the principal regulator for this application; and

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

Interpretation

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

Representations

4. This decision is based on the following facts represented by the Filer:

(a) The Filer is a corporation incorporated under the Business Corporations Act (Ontario). The Filer's head office is located in Toronto, Ontario.

(b) The authorized capital of the Filer consists of an unlimited number of common shares and an unlimited number of preference shares. As at the date hereof, all of the outstanding common shares of the Filer are owned by Cesar Correia or his holding company 1543771 Ontario Inc. (collectively, the Principal Shareholder). There are no preference shares of the Filer outstanding.

The Transaction

(c) On July 4, 2007, the board of directors of the Filer (the Board) convened a meeting to discuss a written proposal delivered to the Board by the Principal Shareholder requesting that the Board consider, and support, his request to complete a "going-private transaction" by way of amalgamation (herein, the Transaction). An independent special committee of the Board was formed to consider the Transaction.

(d) The Transaction was completed in compliance with OSC Rule 61-501 Insider Bids, Issuer Bids, Business Combination and Related Party Transactions (Rule 61-501) as is evidenced by the proxy materials mailed to all shareholders of the Filer and filed on SEDAR. On July 17, 2007, the Filer engaged Mintz & Partners Financial Services to prepare a formal valuation for the Transaction which formed part of the meeting materials mailed to all shareholders of the Filer and filed on SEDAR.

(e) The Transaction involved the adoption of an amalgamation agreement between the Filer and 2153357 Ontario Inc., forming a new corporation under the name "Infolink Technologies Corp." (Amalco). As a result of the amalgamation, shareholders of the Filer, other than the Principal Shareholder, would receive one Amalco Series A Share for each common share of the Filer, to be promptly called for redemption for $0.0472 cash per Amalco Series A Share immediately upon the filing of the Articles of Amalgamation.

(f) A special meeting (the Special Meeting) of the shareholders of the Filer was held on December 6, 2007 to vote on the Transaction. Equity Transfer & Trust Company (Equity Transfer), the Filer's transfer agent and the scrutineer of the Special Meeting, reported that:

(i) 1 Shareholder was present in person representing 13,209,266 shares;

(ii) 1 Proxy holder was present in person representing 30,000 shares;

(iii) 30 Management Proxies were received representing 5,259,135 shares; and

(iv) the total number of shares represented at the Special Meeting was 18,498,401 or 53.2% of the outstanding shares.

(g) Two votes were conducted at the Special Meeting in respect to the special resolution (the Special Resolution) approving the Transaction. Specifically: (i) a vote was conducted in which all votes were allowed to be cast and (ii) a vote was conducted on a "majority of the minority" basis. In respect of the "majority of the minority" vote, 5,247,635 shares were voted in favour of the Special Resolution and 11,500 were voted against. Furthermore, on the all-encompassing vote, 18,486,901 shares were voted in favour of the Special Resolution and 11,500 were voted against. Equity Transfer also confirmed that there were no "dissenting shareholders" in respect of the Transaction.

(h) Articles of Amalgamation were filed on December 11, 2007. Prior to filing the Articles of Amalgamation, funds were deposited with Equity Transfer, acting in its capacity as depositary, to pay out the redemption of the Amalco Series A Shares to their holders.

(i) The common shares of the Filer were de-listed from the TSX Venture Exchange at the close of business on December 14, 2007. No securities of the Filer are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation.

(j) 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 and fewer than 51 securityholders in Canada. Currently, the Principal Shareholder beneficially owns all of the shares of the Filer.

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

(l) The Filer is applying for relief to cease to be a reporting issuer in all of the jurisdictions of Canada in which it is currently a reporting issuer.

(m) On December 11, 2007, the Filer couriered a notice to the British Columbia Securities Commission (BCSC) under BC Instrument 11-502 Voluntary Surrender of Reporting Issuer Status stating that it wished to cease to be a reporting issuer in British Columbia (the BC Application). The BC Application was inadvertently lost and this fact was not discovered until early in January of 2008. On January 4, 2008, subsequent to discussing the matter directly with the BCSC, the Filer re-sent the BC Application electronically to the BCSC and was advised that the Filer would cease to be a reporting issuer in the Province of British Columbia on January 14, 2008.

(n) On December 14, 2007, the Filer couriered an application to cease to be a reporting issuer under the securities legislation of Ontario and Alberta to the OSC and Alberta Securities Commission.

(o) The Filer is not in default of any of its obligations under the Legislation other than with respect to the failure to file its annual financial statements for the period ended August 31, 2007 and the Filer's Management Discussion and Analysis for such period ended under National Instrument 51-102 Continuous Disclosure Obligations and the related certification for such financial statements under Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings.

(p) Upon the grant of the relief requested herein, the Filer will not be a reporting issuer in any jurisdiction in Canada.

Decision

5. 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.

6. The decision of the Decision Makers under the Legislation is that the requested relief is granted.