Contrans Corp. - MRRS Decision

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - issuer deemed to no longer be a reportingissuer under the Act.

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, SASKATCHEWAN, ONTARIO,QUÉBEC,

NOVA SCOTIA, AND NEWFOUNDLANDAND LABRADOR

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

CONTRANS CORP.

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in Alberta,Saskatchewan, Ontario, Québec, Nova Scotia, and Newfoundlandand Labrador (the "Jurisdictions") has received anapplication from Contrans Corp. ("Contrans") for adecision under the securities legislation of the Jurisdictions(the "Legislation") that Contrans be deemed to haveceased to be a reporting issuer under the Legislation;

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

AND WHEREAS Contrans has representedto the Decision Makers that:

1. the Contrans is a corporation formed byan amalgamation (the "Amalgamation") between ContransCorp. (predecessor) and Contrans Holding Company Corp. underthe Business Corporations Act (Ontario) that occurredon July 23, 2002;

2. Contrans' head office is located in Woodstock,Ontario;

3. the Contrans is a reporting issuer in theJurisdictions and became a reporting issuer as a result ofthe completion of a plan of arrangement that occurred on July23, 2002 under section 182 of the Business CorporationsAct (Ontario) (the "Arrangement") involvingContrans, Contrans Operting Trust (the "Operating Trust"),Contrans Holding Limited Partnership (the "Partnership"),Contrans Income Fund (the "Fund"), Contrans HoldingCompany Corp., and the shareholders of the Contrans;

4. Contrans is not in default of any requirementsof the Legislation;

5. the authorized capital of the Contransconsists of an unlimited number of class A special shares(the "Class A Special Shares"), an unlimited numberof class B special shares (the "Class B Special Shares"and together with the Class A Special Shares, the "SpecialShares"), and an unlimited number of common shares (the"Common Shares") of which there are 5,475,782 ClassA Special Shares, 1,467,724 Class B Special Shares, and 10,989,893Common Shares outstanding;

6. the Fund is an unincorporated open-endedlimited purpose trust established under the laws of Ontariopursuant to a declaration of trust dated April 16, 2002;

7. on June 14, 2002, and July 12, 2002, theFund filed a preliminary prospectus and a final prospectusin each of the jurisdictions in Canada in connection withan initial public offering of units of the Fund;

8. on receipt for the Prospectus, the Fundbecame a reporting issuer in each of the jurisdictions inCanada;

9. the Fund is not in default of any of therequirements of the Legislation;

10. the Operating Trust is an unincorporatedopen-ended trust established under the laws of Ontario pursuantto a declaration of trust dated April 16, 2002;

11. the Operating Trust's head office is locatedin Woodstock, Ontario;

12. the Operating Trust is not in defaultof any of the requirements of the Legislation;

13. the Partnership is a limited partnershipformed under the law of Ontario on May 23, 2002;

14. the Partnership's head office is locatedin Woodstock, Ontario;

15. the Partnership is not in default of anyof the requirements of the Legislation;

16. as a result of the Arrangement:

16.1 all of the Special Shares are heldby the Partnership; and

16.2 all of the Common Shares are held bythe Operating Trust;

17. Contrans also has outstanding a classof notes (the "Notes"), the current value of whichis $95,340,243;

18. all of the Notes are held by the OperatingTrust;

19. on July 23, 2002, the Class A subordinatevoting common shares of the predecessor corporation to Contranswere delisted from TSX Inc. and no securities of Contransare listed or quoted on any exchange or market;

20. other than the outstanding Special Shares,Common Shares, and Notes, Contrans has no securities, includingdebt securities, outstanding; and

21. Contrans does not intend to seek publicfinancing by way of an offering of its securities;

AND WHEREAS under the MRRS, 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 by the Decision Makers underthe Legislation is that Contrans is deemed to have ceased tobe a reporting issuer under the Legislation.

January 28, 2003.

"Patricia M. Johnston"