Securities Law & Instruments

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - Reporting issuer deemed to have ceasedto be a reporting issuer - only one security holder remaining.

Subsection 1(6) of the OBCA - Issuer deemedto have ceased to be offering its securities to the public underthe Business Corporations Act (Ontario).

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am.,ss. 1(1), 6(3) and 83.

Business Corporations Act, R.S.O. 1990, c. B.16,as am., s. 1(6).

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

ALBERTA, SASKATCHEWAN, ONTARIO,QUEBEC,

NOVA SCOTIA AND NEWFOUNDLANDAND LABRADOR

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

B SPLIT CORP.

 

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the Decision Maker) in each of Alberta,Saskatchewan, Ontario, Quebec, Nova Scotia and Newfoundlandand Labrador (the Jurisdictions) has received an applicationfrom B Split Corp. (the Issuer) for:

(i) a decision under the securities legislationof the Jurisdictions (the Legislation) that the Issuer bedeemed to have ceased to be a reporting issuer under theLegislation; and

(ii) in Ontario only, an order under theBusiness Corporations Act (Ontario) (the OBCA) thatthe Issuer be deemed to have ceased to be offering its securitiesto the public;

AND WHEREAS, unless otherwise defined,the terms herein have the meanings set out in National Instrument14-101 - Definitions or in Quebec Commission Notice 14-101;

AND WHEREAS under the Mutual RelianceReview System for Exemptive Relief Applications (the System)the Ontario Securities Commission is the principal regulatorfor this application;

AND WHEREAS the Issuer has representedto the Decision Makers that:

1. The Issuer is a corporation governed bythe OBCA with its registered office located at 40 King StreetWest, 26th Floor, Scotia Plaza, Toronto, Ontario, M5W 2X6.

2. The Issuer has been a reporting issuersince the initial public offerings of its capital shares (theCapital Shares) and its preferred shares (the Preferred Shares)in November 1997.

3. The Capital Shares and the Preferred Sharesof the Issuer were listed on the Toronto Stock Exchange (theTSX). However, such shares were de-listed from the TSX effectiveas of the close of business on November 29, 2002.

4. No securities of the issuer are listedor quoted on any market or exchange.

5. The Issuer is a reporting issuer in allof the provinces of Canada and is not on the list of reportingissuers that are noted in default.

6. The Issuer's authorized capital consistsof an unlimited number of Capital Shares, an unlimited numberof Preferred Shares and an unlimited number of class A shares(the Class A Shares).

7. All of the issued and outstanding CapitalShares and Preferred Shares were redeemed by the Issuer onNovember 29, 2002, in accordance with their terms.

8. There are currently only 100 Class A Sharesissued and outstanding, all of which are owned by B SplitHoldings Corp., the Issuer's only remaining shareholder. TheClass A Shares are not publicly traded.

9. The Issuer has no other securities, includingdebt securities, outstanding.

10. The Issuer does not intend to seek publicfinancing by way of an offering of its securities.

11. To the best of the Issuer's knowledge,the Issuer is not in default of any requirements of the Legislation.

AND WHEREAS under the System, this MRRSDecision Document evidences the decision of each Decision Maker(collectively, the Decision);

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

THE DECISION OF the Decision Makers underthe Legislation is that the Issuer is deemed to have ceasedto be a reporting issuer under the Legislation;

January 17, 2003.

"John Hughes"

AND IT IS HEREBY ORDERED by the OntarioSecurities Commission under subsection 1(6) of the OBCA thatthe Issuer is deemed to have ceased to be offering its securitiesto the public for purposes of the OBCA.

January 17, 2003.

"Kerry D. Adams"                    "RobertL. Shirriff"