Securities Law & Instruments

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - Decision declaring corporation to be nolonger a reporting issuer following the acquisition of all ofits outstanding securities by another issuer.

Applicable Ontario Statutory Provisions

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

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

ALBERTA AND ONTARIO

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

HIGHWOOD RESOURCES LTD.

 

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof Alberta and Ontario (the "Jurisdictions") has receivedan application from Highwood Resources Ltd. ("Highwood")for a decision under the securities legislation of the Jurisdictions(the "Legislation") that Highwood be deemed to haveceased to be a reporting issuer under the Legislation;

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

AND WHEREAS Highwood has representedto the Decision Makers that:

1. Highwood is a corporation incorporatedunder the Business Corporations Act (Ontario) (the "OBCA");

2. the registered head and principal officeof Highwood is located in Calgary, Alberta;

3. Highwood is a reporting issuer, or theequivalent, in each of the Jurisdictions;

4. pursuant to a statutory arrangement (the"Arrangement"), completed under section 182 of theOBCA and effective on November 29, 2002 , Dynatec Corporation("Dynatec") indirectly acquired and owns all ofthe issued and outstanding common shares (the "CommonShares") of Highwood;

5. up to and including the time of the Arrangement,Highwood was not in default of any of its reporting obligationsas a reporting issuer in the Jurisdictions. Subsequent tothe Arrangement, Dynatec has not caused Highwood to file anycontinuous disclosure materials as there are no longer anysecurityholders with an interest in Highwood;

6. the Common Shares were de-listed from TheToronto Stock Exchange on December 3, 2002 and no securitiesof Highwood are listed or quoted on any exchange or market;

7. Highwood does not intend to seek publicfinancing by way of an offering of its securities;

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 Highwood is deemed to have ceased tobe a reporting issuer under the Legislation.

January 13, 2003.

"Patricia M. Johnston"