United Inc. - MRRS Decision

Headnote

Mutual Reliance Review Systemfor Exemptive Relief Applications - Decision declaring corporationto be no longer a reporting issuer following the acquisitionof all of its outstanding securities by another issuer.

Applicable Ontario StatutoryProvisions

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

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

ALBERTA, SASKATCHEWAN, ONTARIO,AND

QUÉBEC

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF UNITED INC.

MRRS DECISION DOCUMENT

1. WHEREAS the Canadiansecurities regulatory authority or regulator (the "DecisionMaker") in Alberta, Saskatchewan, Ontario, and Québec(the "Jurisdictions") has received an applicationfrom United Inc. ("United") for a decision underthe securities legislation of the Jurisdictions (the "Legislation")that United be deemed to have ceased to be a reporting issuerunder the Legislation;

2. AND WHEREAS underthe Mutual Reliance Review System for Exemptive Relief Applications(the "System"), the Alberta Securities Commissionis the principal regulator for this application;

3. AND WHEREAS Unitedhas represented to the Decision Makers that:

3.1 United is a corporationincorporated and subsisting under the Business CorporationsAct (Alberta);

3.2 United's principal executiveoffices are located at 200, 808 B 4^th AvenueS.W. Calgary, Alberta T2P 3E8;

3.3 United is a reportingissuer in the Jurisdictions and became a reporting issuerin Alberta on the closing of its initial public offeringon May 19, 1998;

3.4 United is not in defaultof any of the requirements of the Legislation;

3.5 the authorized capitalof United includes an unlimited number of common shares(the "Common Shares") and an unlimited numberof unsecured debentures of which, as at October 25, 2001there were 14,875,699 Common Shares and

$3,410,000 of 11% unsecureddebentures due March 31, 2005 (the "Debentures")outstanding;

3.6 under a share capitalreorganization effective October 25, 2001, each Common Sharewas exchanged into either one class A redeemable non-votingpreferred share ("Class A Share") which was redeemedby United for $1.50 cash per share, or, one class B redeemablenon-voting preferred share ("Class B Share") whichwas purchased by United Acquisition Corp. ("UAC")for $0.20 cash and a $1.65 series A debenture of UAC. Alloutstanding options to acquire Common Shares were eitherexercised or cancelled;

3.7 UAC now holds all ofthe Common Shares and the Debentures are held by 48 Debentureholders (the "Debenture Holders") of which, 22have a registered address in Alberta, 22 have a registeredaddress in Ontario and 4 have a registered address in BritishColumbia;

3.8 in April 2002, Unitedsent a letter to the Debenture Holders describing its application(the "Application") to be deemed to have ceasedto be a reporting issuer in the Jurisdictions and requestedthe consent of the Debenture Holders to the Application;

3.9 as of June 12, 2002,a majority of the Debenture Holders in number and in valuehave provided United with their consent to proceed withthe Application;

3.10 the Common Shares weredelisted from The Toronto Stock Exchange on October 30,2001 and no securities of United are listed or quoted onany exchange or market;

3.11 other than the outstandingCommon Shares and the Debentures, United has no securities,including debt securities, outstanding; and

3.12 United does not intendto seek public financing by way of an offering of its securities;

4. AND WHEREAS underthe System, this MRRS Decision Document evidences the decisionof each Decision Maker (collectively, the "Decision");

5. AND WHEREAS eachof the Decision Makers is satisfied that the test containedin the Legislation that provides the Decision Maker with thejurisdiction to make the Decision has been met;

6. THE DECISION ofthe Decision Makers under the Legislation is that United isdeemed to have ceased to be a reporting issuer under the Legislation.

July 8, 2002.

"Patricia M. Johnston"