Securities Law & Instruments


Exemption from the requirement to deliver comparativeannual financial statements to its security holders concurrentlywith the filing of its annual 2002 financial statements.

Statutes Cited

Securities Act (Ontario), R.S.O. 1990 c. S.5,as am., s. 80(b)(iii).













WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof British Columbia, Alberta, Manitoba and Ontario has receivedan application from Infowave Software, Inc. ("Infowave")for a decision under the securities legislation of the Jurisdictions(the "Legislation") that the requirement containedin the Legislation for Infowave to send to its shareholdersits audited annual consolidated financial statements concurrentlywith the filing of such financial statements as required bythe Legislation, or no later than the end of the period duringwhich such financial statements are required by the Legislationto be filed, as applicable, shall not apply to Infowave;

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

AND WHEREAS, unless otherwise defined,the terms herein have the meaning set out in National Instrument14-101 -- Definitions;

AND WHEREAS Infowave has representedto the Decision Makers that:

1. Infowave was amalgamated under the lawsof British Columbia, is a reporting issuer under the Legislationand is not in default of the Legislation;

2. Infowave's authorized capital consistsof an unlimited number of common shares of which 66,229,578common shares are issued and outstanding;

3. the common shares of Infowave are listedand posted for trading on the TSX;

4. Infowave contemplates entering into a transactionthat will require the approval of its shareholders in accordancewith applicable legislation and the rules and policies ofthe Toronto Stock Exchange;

5. the application contains intimate financialinformation regarding Infowave's business affairs;

6. Infowave will hold an annual and extraordinarymeeting of its shareholders (the "Annual Meeting")on June 30, 2003, at which the shareholders will be askedto approve resolutions effecting the transaction;

7. it is expected that it will take untillate May, 2003 for management of Infowave to prepare and forthe directors of Infowave to complete their review and approvalof, the management information circular to be mailed to shareholdersin connection with the transaction (the "Circular");

8. Infowave is required under the Legislationto send a copy of Infowave's annual financial statements forthe 12 month period ending December 31 (the "2002 FinancialStatements") to its shareholders concurrently with thefiling of the 2002 Financial Statements with the Jurisdictionsor no later than June 3, 2003, and to file written confirmationof compliance with this requirement;

9. under the Legislation, Infowave is requiredto file the 2002 Financial Statements by no later than June19, 2003 in Manitoba and May 20, 2003 in the Jurisdictionsother than Manitoba;

10. Infowave intends to file the 2002 FinancialStatements in each Jurisdiction via SEDAR no later than May20, 2003 in compliance with the Legislation;

11. Infowave intends to deliver the 2002 FinancialStatements with the Circular to its shareholders on or beforeJune 3, 2003 in compliance with National Instrument 54-101-- Communication with Beneficial Owners of Securities of aReporting Issuer; and

12. Infowave substantially released its 2002Financial Statements, without an auditor's report thereon,by press release on February 6, 2003 and those financial statementsare available for viewing by the public on SEDAR;

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 requirement contained in the Legislationfor Infowave to send to its shareholders the 2002 FinancialStatements, concurrently with the filing of such financial statementsas required by the Legislation, or no later than the end ofthe period during which such financial statements are requiredby the Legislation to be filed, as applicable, shall not applyto Infowave, provided that Infowave:

(a) concurrently with the filing of the 2002Financial Statements with the Jurisdictions, issues a pressrelease indicating (i) that it proposes to deliver the 2002Financial Statements to shareholders entitled to receive them,with the notice of meeting and Circular for the Annual Meeting,and (ii) that shareholders may obtain copies of the 2002 FinancialStatements and MD&A on request, or may view them on theSEDAR website; and

(b) delivers the 2002 Financial Statementsto shareholders entitled to receive them in accordance withthe procedures outlined in National Instrument 54-101 -- Communicationwith Beneficial Owners of Securities of a Reporting Issuerno later than June 3, 2003.

AND THE FURTHER DECISION of the DecisionMakers is that the Decision Makers will keep the applicationfor this Decision and this Decision confidential until the earlierof:

(a) the date Infowave issues a press releaseannouncing the transaction; and

(b) June 3, 2003.

May 20, 2003.

"Brenda Leong"