Hallmark Technologies Inc. - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications - Issuer has eleven security holders - 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,

NOVA SCOTIA AND NEWFOUNDLAND

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

HALLMARK TECHNOLOGIES INC.

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatory authorities or regulators (the "Decision Maker") in each of Alberta,Saskatchewan, Ontario, Quebec, Nova Scotia and Newfoundland (the "Jurisdictions") has received an application onbehalf of Hallmark Technologies Inc. (the "Filer") for a decision under the securities legislation of the Jurisdictions (the"Legislation") that the Filer be deemed to have ceased to be a reporting issuer or the equivalent thereof under theLegislation;

AND WHEREAS under the Mutual Reliance Review System for Exemptive Relief Applications (the "System"),the Ontario Securities Commission is the principal regulator for this application;

AND WHEREAS the Filer has represented to the Decision Makers that:

1. The registered office of the Filer is located at 2187 Huron Church Road, Windsor, Ontario.

2. The authorized capital of the Filer consists an unlimited number of Class A Preference Shares, an unlimitednumber of Class B Preference Shares, and an unlimited number of common shares, of which no Class APreference Shares, no Class B Preferences Shares, and 5,777,068 common shares are issued andoutstanding (the "Common Shares").

3. The Filer was formed by an amalgamation (the "Amalgamation") under the Business Corporations Act (Ontario),R.S.O. 1990, c. B.16, as amended (the "OBCA"), of Hallmark Technologies Inc. ("Hallmark"), HTI AcquisitionInc. ("HTI") and Maxim Tool & Mould Inc. ("Maxim") (a subsidiary of Hallmark), by Certificate and Articles ofAmalgamation effective February 26, 2001.

4. Hallmark was a corporation incorporated under OBCA and was, for more than twelve months prior to theAmalgamation, a reporting issuer or the equivalent in all ten provinces in Canada and was not in default of itsreporting issuer obligations under the Legislation.

5. On November 13, 2000, HTI made an offer (the "Offer") to acquire all of the issued and outstanding commonshares ("Shares") of Hallmark not already owned by HTI or its affiliates and associates. The Offer expired onDecember 18, 2000 and over 91.7% of the outstanding Shares not already owned by HTI or its affiliates andassociates were tendered into the Offer. On December 28 and 29, 2000, respectively, HTI completed the take-up of and payment for all of the Shares tendered under the Offer.

6. On January 4, 2001, HTI availed itself of the compulsory acquisition provisions under the OBCA by mailing anotice of compulsory acquisition to all Hallmark shareholders who did not tender their Shares in the Offer. Asrequired by the OBCA, HTI funded Hallmark, for each Share not tendered in the Offer, with the considerationoffered in the Offer. Such consideration was initially held by Montreal Trust Company of Canada, the transferagent of Hallmark, in trust for the remaining holders of Hallmark Shares (other than HTI and its affiliates andassociates) and has been paid out to such persons, or, in a few cases, is in the process of being paid.

7. On February 3, 2001, pursuant to section 188(10) of the OBCA, HTI acquired all of the remaining Shares ofHallmark not already owned by HTI or its affiliates and associates.

8. Subsequent to the compulsory acquisition, the shareholders of each of Hallmark, HTI and Maxim signed specialresolutions authorizing the Amalgamation, which became effective February 26, 2001. Pursuant to the termsof the Amalgamation (i) the Shares of Hallmark (other than those owned by HTI) were converted into CommonShares, (ii) the Shares of Hallmark owned by HTI were cancelled, (iii) the common shares of HTI wereconverted into Common Shares and (iv) the shares of Maxim owned by Hallmark were cancelled.

9. As a result of the Offer, the compulsory acquisition and the Amalgamation, all of the Common Shares of theFiler are held by eleven security holders.

10 Other than the Common Shares, the Filer has no securities, including debt securities, outstanding.

11. At the time of the Offer, Hallmark's Shares were listed and posted for trading on The Toronto Stock Exchange("TSE") under the stock symbol "HTI". Hallmark's Shares were delisted from the TSE on January 24, 2001 andno securities of the Filer are listed or quoted on any exchange or market.

12. 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 each DecisionMaker (collectively, the "Decision");

AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that providesthe Decision Maker with the jurisdication 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 to bea reporting issuer or the equivalent thereof under the Legislation.

March 15, 2001.

"John Hughes"