Municipal Bankers Corporation - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications - Issuer has only four securityholders - issuer deemedto have ceased being a reporting issuer.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c.S.5, as am. s. 83.

IN THE MATTER OF THE SECURITIES LEGISLATION OF

ALBERTA, SASKATCHEWAN,

ONTARIO, QUEBEC, NEW BRUNSWICK,

NOVA SCOTIA AND NEWFOUNDLAND

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM FOR

EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

MUNICIPAL BANKERS CORPORATION

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of Alberta,Saskatchewan, Ontario, Quebec, New Brunswick, Nova Scotia and Newfoundland (collectively, the "Jurisdictions")has received an application of Municipal Bankers Corporation (the "Filer") for a decision pursuant to the securitieslegislation of the Jurisdictions (the "Legislation") that the Filer be deemed to have ceased to be a reporting issuer orequivalent thereof under the Legislation.

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

AND UPON the Filer having represented to the Decision Makers that:

1. The Filer subsists under the provisions of the Business Corporations Act (Ontario) (the "OBCA"), is areporting issuer in each of the Jurisdictions and is not in default of any of the requirements of theLegislation.

2. The Filer's principal executive offices are located at 40 Holly Street, Suite 202, Toronto, Ontario, M4S 3C3.

3. The authorized capital of the Filer consists of an unlimited number of common shares (the "MBC CommonShares"), an unlimited number of class A non-voting shares (the "MBC Class A Non-Voting Shares"),5,000,000 first preference shares, issuable in series ("MBC First Preference Shares"), 3,000,000 secondpreference shares, issuable in series and an unlimited number of new preference shares. As of the datehereof, 3,010,977 MBC Common Shares, 438,888.6 MBC Class A Non-Voting Shares, 4,733,784 newpreference shares, no MBC First Preference Shares and no second preference shares are issued andoutstanding.

4. As a result of a plan of arrangement under the OBCA, all of the issued and outstanding securities of theFiler are owned by four securityholders, namely Mountbirch Limited, Municipal Bankers Corporation (1931)Limited, Nancy G. Rotstein and Maxwell L. Rotstein.

5. On November 1, 2000, the MBC Common Shares, MBC Class A Non-Voting Shares and MBC FirstPreference Shares, Series A were delisted from The Toronto Stock Exchange and no securities of the Filerare listed or quoted on any exchange or market.

6. The Filer has no other securities, including debt securities, outstanding.

7. The Filer does not intend to seek public financing by way of an offering of its securities.

AND WHEREAS under the System, this MRRS Decision Document evidences the decision of eachDecision Maker (collectively, the "Decision");

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

THE DECISION of the Decision Makers under the Legislation is that the Filer is deemed to have ceased tobe a reporting issuer or the equivalent thereof under the Legislation.

January 18, 2001.

Iva Vranic

Manager, Corporate Finance