Securities Law & Instruments

Headnote

Issuer exempted from interim financial reportingrequirements for first and third quarter of each financial year.Exemption terminates upon the occurrence of a material changein the business affairs of the Issuer unless the Decision Makersare satisfied that the exemption should continue.

Applicable Ontario Statutes

Securities Act, R.S.O. 1990, c. S.5, as amended,ss. 77(1), 79, 80(b)(iii).

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

BRITISH COLUMBIA, ALBERTA,ONTARIO,

NOVA SCOTIA AND NEWFOUNDLANDAND LABRADOR

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

CMP 2003 RESOURCE LIMITEDPARTNERSHIP

 

MRRS DECISION DOCUMENT

WHEREAS the securities regulatory authorityor regulator (the "Decision Maker") in each of theProvinces of British Columbia, Alberta, Ontario, Nova Scotiaand Newfoundland (the "Jurisdictions") has receivedthe application of CMP 2003 Resource Limited Partnership (the"Partnership") for a decision pursuant to the securitieslegislation (the "Legislation") of the Jurisdictionsexempting the Partnership from the requirements of the Legislationto file with the Decision Makers and send to its securityholders(the "Limited Partners") interim financial statementsfor the first and third quarters of each financial year of thePartnership;

AND WHEREAS pursuant to the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),the Ontario Securities Commission (the "OSC") is theprincipal regulator for this application;

AND WHEREAS the Partnership has representedto the Decision Makers that:

1. the Partnership is a limited partnershipformed pursuant to the Limited Partnerships Act (Ontario)on December 19, 2002;

2. on March 28, 2003, the Decision Makersissued a receipt for a prospectus of the Partnership (the"Prospectus") dated March 27, 2003 with respectto the offering of units of the Partnership ("PartnershipUnits");

3. the Partnership was formed for the purposeof investing the proceeds from the issue and sale of the PartnershipUnits primarily in flow-through shares of corporations thatrepresent to the Partnership that they are principal businesscorporations as defined in the Income Tax Act (Canada)and that they intend to incur Canadian Exploration Expense;

4. the Partnership Units have not been andwill not be listed for trading on a stock exchange;

5. at the time of purchase or transfer ofPartnership Units, each of the purchasers or transferees ofPartnership Units will consent to the exemption requestedherein by executing the subscription and power of attorneyform in respect of their purchase of Partnership Units;

6. it is disclosed in the Prospectus thatDynamic CMP Funds VI Management Inc., as the General Partnerof the Partnership, will apply for the relief granted herein;

7. on or before July 1, 2005, each Partnershipwill be liquidated and the Limited Partners will receive theirpro rata share of the net assets of the Partnership.The General Partner will enter into an agreement with an open-endmutual fund corporation managed by Dynamic Mutual Funds Ltd.(the "Mutual Fund"), whereby the assets of the Partnershipwould be exchanged for shares of the Mutual Fund and uponsuch dissolution, Limited Partners would then receive theirpro rata share of the shares of the Mutual Fund;

8. unless a material change takes place inthe business and affairs of the Partnership, the Limited Partnerswill obtain adequate financial information concerning thePartnership from the semi-annual financial statements andthe annual report containing audited financial statementsof the Partnership together with the auditors' report thereondistributed to Limited Partners;

9. given the limited range of business activitiesto be conducted by the Partnership and the nature of the investmentof the Limited Partners in the Partnership, the provisionby the Partnership of interim financial statements in respectof the first and third quarters of each financial year ofthe Partnership will not be of significant benefit to theLimited Partners and may impose a material financial burdenon the Partnership;

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:

1. the Partnership is exempted from the requirementto file with the Decision Makers interim financial statementsfor the first and third quarters of each financial year ofthe Partnership; and

2. the Partnership is exempted from the requirementto send to the Limited Partners interim financial statementsfor the first and third quarters of each financial year ofthe Partnership, provided that these exemptions shall terminateupon the occurrence of a material change in the affairs ofthe Partnership unless the Partnership satisfies the DecisionMakers that the exemptions should continue, which satisfactionshall be evidenced in writing.

May 2, 2003.

"Paul M. Moore"
"Robert L. Shirriff"