Securities Law & Instruments


Subsection 213(3)(b) of the Loan and Trust CorporationsAct -- application for approval to act as trustee.

Statutes Cited

Loan and Trust Corporations Act, R.S.O. 1990,c. L.25, as am., ss. 213(3)(b).

August 26, 2003

Stikeman Elliot LLP
5300 Commerce Court West
199 Bay Street, Toronto
M5L 1B9

Attention: Steven Portelli

Dear Sirs/Mesdames:

Application by ESC Holdings Limited(the "Applicant") for approval to act as trusteeof the Royalty Fund (the "Fund")
Application No. 540/03

Further to the application dated August 8, 2003(the "Application") filed on behalf of the Applicant,and based on the facts set out in the Application, pursuantto the authority conferred on the Ontario Securities Commission(the "Commission") in clause 213(3)(b) of the Loanand Trust Corporations Act (Ontario), the Commission approvesthe proposal that the Applicant act as trustee of the Fund whichit will manage.

"Harold P. Hands"
"H. Lorne Morphy"