Securities Law & Instruments

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications -- issuer deemed to have ceased being areporting 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, BRITISH COLUMBIA,ONTARIO,

QUEBEC, NOVA SCOTIA, SASKATCHEWAN,MANITOBA

AND NEWFOUNDLAND AND LABRADOR

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

RIO ALGOM LIMITED

 

MRRS DECISION DOCUMENT

WHEREAS the Canadian securities regulatoryauthorities or regulator (the "Decision Maker") ineach of Ontario, Alberta, British Columbia, Quebec, Saskatchewan,Nova Scotia, Manitoba and Newfoundland and Labrador (collectively,the "Jurisdictions") has received an application fromRio Algom Limited (the "Issuer") for a decision (the"Decision") pursuant to applicable securities legislationin the Jurisdictions (the "Legislation") that theIssuer is deemed to have ceased to be a reporting issuer inthe Jurisdictions;

AND WHEREAS pursuant to the Mutual RelianceReview System ("MRRS") for Exemptive Relief Applications(the "System"), the Ontario Securities Commissionis the principal regulator for this Application;

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

AND WHEREAS it has been represented bythe Issuer to the Decision Makers that:

1. The Issuer is a corporation amalgamatedunder the OBCA pursuant to articles of amalgamation datedJanuary 1, 2000. The Issuer is a successor corporation toa corporation originally formed on June 30, 1960 by the amalgamationof four predecessor corporations.

2. The registered head office of the Issueris located at 66 Wellington West, Suite 4200 Toronto DominionBank Tower, Toronto, Ontario.

3. The Issuer is a reporting issuer or theequivalent in each of the Jurisdictions.

4. The authorized share capital of the Issuerconsists of an unlimited number of common shares (the "CommonShares") of which 65,505,788 are issued and outstandingand 16,000,000 preference shares of which none are issuedand outstanding.

5. As at the date hereof, Billiton CopperHoldings Inc. ("BCH") is the only registered holderof Common Shares. The principal office of BCH is located inVancouver, British Columbia.

6. In addition to the Common Shares, the Issuerhas issued and outstanding U.S.$150,000,000 principal amountof 7.05% debentures due November 1, 2005 (the "Debentures").The Debentures are not convertible into equity securitiesof the Issuer.

7. The Debentures were offered for sale inthe United States pursuant to a short form prospectus datedOctober 19, 1995 as supplemented by a Prospectus Supplementdated November 2, 1995 (collectively, the "Prospectus")filed with the Commission in accordance with the MultijurisdictionalDisclosure System and with the United States Securities andExchange Commission under a registration statement and amendmentno. 1 thereto filed on October 16, 1995 and October 20, 1995,respectively. As described in the Prospectus, the underwritingagreement governing the offering and sale of the Debenturesprohibited the offering or sale of the Debentures directlyor indirectly to residents of Canada.

8. Neither the Common Shares nor the Debenturesare listed for trading on any stock exchange.

9. As of the date hereof, the Depository TrustCompany ("DTC") is the only registered holder ofthe Debentures. DTC's principal office is located at 55 WaterStreet, New York, New York, 10041, United States. As at August8, 2003, DTC held the Debentures on behalf of 16 participants,each of whom is resident in the United States.

10. To determine whether any beneficial holdersof the Debentures are resident in Canada, the Issuer retainedGeorgeson Shareholder Communications, Inc. ("Georgeson").

11. In the course of its enquiries, Georgesonobtained responses from 13 of the 16 participants on whosebehalf DTC holds the Debentures. None of these participantshad on their books any beneficial holders of the Debenturesresident in Canada.

12. To the best of the Issuer's knowledgeand belief, there are no beneficial holders of the Debenturesresident in Canada.

13. The Issuer is not in default of any ofits obligations as a reporting issuer.

14. There are no other securities, includingdebt securities, issued and outstanding other than those referredto herein.

15. The Issuer will not be a reporting issueror the equivalent in any jurisdiction in Canada immediatelyfollowing the granting of the relief contained in this decision.

16. It is not the present intention of theIssuer to seek public financing by way of an offering of anyof its securities.

AND WHEREAS pursuant to the System thisMRRS Decision Document evidences the decision of each DecisionMaker (collectively, the "Decision");

AND WHEREAS each of the Decision Makersis satisfied that granting this order would not be prejudicialto the public interest;

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 pursuantto the Legislation is that the Issuer be deemed to have ceasedto be a reporting issuer in the Jurisdictions.

September 26, 2003.

"P.M. Moore"
"H.Lorne Morphy"

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

September 26, 2003.

"Paul Moore"
"H. Lorne Morphy"