Securities Law & Instruments

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - Reporting issuer deemed to have ceasedto be a reporting issuer - only one security holder remaining.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am.,ss.1(1), 6(3) and 83.

IN THE MATTER OF

THE CANADIAN SECURITIES LEGISLATIONOF

THE PROVINCES OF

ALBERTA, SASKATCHEWAN, ONTARIO,

QUÉBEC, NOVA SCOTIAAND NEWFOUNDLAND

AND

IN THE MATTER OF

THE MUTUAL RELANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

INTEGRATED OIL NT CORP.

 

MRRS DECISION DOCUMENT

WHEREAS the Canadian securities regulatoryauthority or regulator (the Decision Maker) in each of Alberta,Saskatchewan, Ontario, Québec, Nova Scotia and Newfoundland(the Jurisdictions) has received an application from IntegratedOil NT Corp. (Integrated) for:

i. a decision under the securities legislationof the Jurisdictions (the Legislation) that the Issuers bedeemed to cease to be reporting issuers under the Legislation;and

ii. in Ontario only, an order under the BusinessCorporations Act (Ontario) (the OBCA) that the Issuer be deemedto have ceased to be offering its securities to the public.

AND WHEREAS, unless otherwise defined,the terms herein have the meanings set out in National Instrument14-101 -- Definitions or in Quebec Commission Notice 14-101;

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 Integrated has representedto the Decision Makers that:

1. Integrated Oil was incorporated under thelaws of the Province of Ontario on March 9, 1998. The articlesof Integrated Oil were amended on May 27, 1998 to create capitalshares (the Capital Shares) and preferred shares (the PreferredShares) and to amend the already existing Class A Shares.

2. The head office of Integrated is in Ontario.

3. Integrated is a passive "split share"investment company, the purpose of which is to enable investorsin its shares to satisfy separately the investment objectivesof capital appreciation or dividend income with respect tocommon shares (the Portfolio Shares) of Imperial Oil Limited,Petro-Canada, Shell Canada Limited and Suncor Energy Inc.held by Integrated.

4. In accordance with its articles and asstated in the Prospectus, Integrated has redeemed all of itsoutstanding Capital Shares and Preferred Shares as of April9, 2003 (the Final Redemption).

5. Integrated is not a reporting issuer orthe equivalent in any jurisdiction in Canada other than theJurisdictions.

6. Integrated is not in default of any ofits obligations as a reporting issuer under the Legislation.

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

8. The Capital Shares and Preference Sharesof Integrated had been listed on The Toronto Stock Exchange.On April 9, 2003, following the Final Redemption, the CapitalShares and Preference Shares of Integrated were delisted fromThe Toronto Stock Exchange.

9. No securities of Integrated are tradedon a marketplace as defined in NI 21-101.

10. As a result of the Final Redemption, theissued share capital of Integrated now consists solely of20 Class A Shares, all of which are beneficially owned by1066918 Ontario Inc. Other than the Class A Shares, Integratedhas no other securities, including debt securities, outstanding.

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 Makers with the jurisdiction to make thedecision has been met.

THE DECISION of the Decision Makers underthe Legislation is that Integrated is deemed to have ceasedto be a reporting issuer or the equivalent under the Legislation.

June 12, 2003.

"John Hughes"

AND IT IS HEREBY ORDERED by the OntarioSecurities Commission under subsection 1(6) of the OBCA thatthe Issuer is deemed to have ceased to be offering its securitiesto the public for purposes of the OBCA.

June 12, 2003.

"Paul M. Moore"
"Harold P. Hands"