Securities Law & Instruments

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications -- Issuer has one security holder, issuerdeemed to have ceased to be 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 LEGISLATIONOF

ALBERTA, SASKATCHEWAN, ONTARIOAND NOVA SCOTIA

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

CONCORD PACIFIC GROUP INC.

 

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in Alberta,Saskatchewan, Ontario and Nova Scotia (the "Jurisdictions")has received an application from Concord Pacific Group Inc.(the "Issuer") for a decision under the securitieslegislation of the Jurisdictions (the "Legislation")that the Issuer be deemed to cease to be a reporting issuerin each of the Jurisdictions;

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 formed by amalgamationunder the Canada Business Corporations Act.

2. The Issuer's head office is located atSuite 900, 1095 West Pender Street, Vancouver, British Columbia,V6E 2M6.

3. The Issuer is authorized to issue an unlimitednumber of common shares ("Common Shares") and anunlimited number of preferred shares ("Preferred Shares").

4. There are no issued and outstanding PreferredShares in the capital of the Issuer.

5. As at January 24, 2003, there were 34,895,526issued and outstanding Common Shares in the capital of theIssuer.

6. On November 8, 2002, Adex Securities Inc.("Adex") mailed to the shareholders of the Issuera cash tender offer (the "Offer") and take overbid circular, pursuant to which Adex offered to purchase atleast 2,000,000 Common Shares in the capital of the Issuerat $2.75 per share and all of the Common Shares of the Issuerat $3.25 per share if at least 10,000,000 Common Shares weretendered to the Offer.

7. At the time of the Offer, Adex owned 15,289,601Common Shares in the capital of the Issuer, representing approximately45.1% of the outstanding shares.

8. On December 9, 2002, Adex increased itsoffer price from $3.25 per share to $3.40 per share if atleast 10,000,000 Common Shares were tendered to the Offerand extended the Offer to remain open until 9:00 a.m. on December20, 2002.

9. On December 20, 2002, Adex announced thatapproximately 18,035,410 Common Shares of the Issuer (representingapproximately 52% of the issued and outstanding Common Shares)had been deposited and taken up under the Offer.

10. On January 24, 2003, Adex acquired theremaining 1,570,515 Common Shares in the capital of the Issuernot already deposited under its Offer, under the compulsoryacquisition provisions of the Canada Business CorporationsAct (such shares representing approximately 4.5% of theissued and outstanding Common Shares of the Issuer).

11. Adex owns 34,895,526 Common Shares inthe capital of the Issuer, representing 100% of the issuedand outstanding Common Shares.

12. The Issuer does not have any outstandingdebt securities which it has distributed to the public asthe only debt instruments of the Issuer that are outstandingare mortgage loans in excess of $35,000,000 secured by landslocated in Vancouver, British Columbia involving CanadianImperial Bank of Commerce, Bank of Nova Scotia, Bank of Montrealand HSBC Bank Canada.

13. As a result of its acquisition of 100%of the issued and outstanding Common Shares of the Issuer,Adex has caused the Issuer to apply to the Toronto Stock Exchangeto de-list the Common Shares of the Issuer from being tradedon the facilities of such exchange.

14. The Common Shares of the Issuer were de-listedfrom the Toronto Stock Exchange on January 3, 2003.

15. As of the date hereof, no securities ofthe Issuer are listed or posted for trading on any stock exchange.

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

17. The Issuer is a reporting issuer in eachof the provinces of British Columbia, Alberta, Saskatchewan,Ontario and Nova Scotia.

18. The Issuer ceased to be a reporting issuerin the province of British Columbia effective March 20, 2003.

19. The issuer is not in default of any requirementof the Legislation or any requirement under the securitieslegislation of British Columbia.

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 shall be deemed to have ceasedto be a reporting issuer for the purposes of the Legislationin each of the Jurisdictions.

April 9, 2003.

"Iva Vranic"