Securities Law & Instruments

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - Issuer has only one security holder -issuer deemed to have ceased being a reporting 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

THE PROVINCES OF ONTARIO ANDALBERTA

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

TOMANET INC.

 

MRRS DECISION DOCUMENT

WHEREAS the securities regulatory authorityor regulator (the "Decision Maker) for each of the Provincesof Ontario and Alberta (the Jurisdictions) has received an applicationfrom TomaNet Inc. (TomaNet) for a decision under the securitieslegislation of each of the Jurisdictions (the Legislation) thatTomaNet be deemed to have ceased to be a reporting issuer orthe equivalent under the Legislation;

AND WHEREAS under the Mutual RelianceReview System for Exemptive Relief Applications (the MRRS),the Ontario Securities Commission is the principal regulatorfor this Application;

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

AND WHEREAS TomaNet has represented tothe Decision Makers as follows:

1. TomaNet is a corporation continued underthe Alberta Business Corporations Act from Ontarioon November 19, 1993.

2. The head office and principal office ofTomaNet is located in the City of Toronto, in the Provinceof Ontario.

3. TomaNet is and has been a reporting issuer(or the equivalent) for a period in excess of 12 months ineach of the Jurisdictions and British Columbia. TomaNet'scommon shares and Class A shares were listed and principallytraded on the Canadian Venture Exchange but have been delistedsince May 2001. Cease trade orders were issued by the OntarioSecurities Commission, the Alberta Securities Commission andthe British Columbia Securities Commission on May 25, 2001,October 12, 2001 and July 17, 2001, respectively (each, aCease Trade Order), in each case for TomaNet's failure tofile financial statements.

4. As at August, 2003, TomaNet's share capitalconsisted of (i) an unlimited number of common shares of which11,631,567 were outstanding; (ii) an unlimited number of ClassA shares of which, 23,225,121 were outstanding, (iii) an unlimitednumber of Class B shares, issuable in series, Series I, II,III, IV, V and VI, none of which were outstanding, and (iv)5,000,002 7% non-cumulative, non-voting preference sharesnone of which are outstanding.

5. Pursuant to a plan of arrangement (theArrangement) effective August 19, 2003, Maxim Atlantic Corporation(Maxim) acquired all of the outstanding shares of TomaNet.

6. The transfer of shares under the Arrangementwas permitted pursuant to orders issued by each of the relevantsecurities regulatory authorities in July, 2003 granting partialrevocations of the Cease Trade Orders.

7. As a result of the Arrangement, Maxim isnow the sole securityholder of TomaNet. TomaNet does not intendto re-offer its securities to the public.

8. Other than the shares held by Maxim, TomaNetdoes not have any securities outstanding, including debt securities.

9. After this Decision is granted TomaNetwill not be a reporting issuer or the equivalent in any jurisdictionin Canada.

10. No securities of TomaNet are traded ona marketplace as defined in National Instrument 21-101.

AND WHEREAS under MRRS, this MRRS DecisionDocument 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 TomaNet is deemed to have ceased tobe a reporting issuer or the equivalent thereof under the Legislation.

October 1, 2003.

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