Interlude Capital Corp. - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- Application under Section 104(2)(c) of the Securities Act (Ontario) -- Exemption from Sections 95-100 of Securities Act (Ontario) -- Issuer wants to complete a take-over bid that meets some, but not all, of the conditions set out in Section 93(1)(d) of the Act required for an exempt take-over bid -- Target issuer has more than 50 shareholders but bid satisfies all other conditions required for it to qualify for the exemption under Section 93(1)(d) -- All shareholders of target issuer will be treated equally under the offer -- Target's shareholders are all within the class of purchasers to which private issuers may sell their securities without a prospectus

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 93(1)(d), 95-100, 104(2)(c).

June 6, 2006

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA AND ONTARIO

(the Jurisdictions)

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

INTERLUDE CAPITAL CORP.

(the Filer)

MRRS DECISION DOCUMENT

Background

1. The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) that the take over bid requirements contained in the Legislation do not apply in connection with the acquisition of all the issued and outstanding shares of RemoteLaw Online Systems Corp. (RemoteLaw) by the Filer (the Transaction) (the Requested Relief).

Under the Mutual Reliance Review System for Exemptive Relief Applications:

(a) the British Columbia Securities Commission is the principal regulator for this application, and

(b) this MRRS decision document evidences the decision of each Decision Maker.

Interpretation

2. Defined terms contained in National Instrument 14-101 Definitions have the same meaning in this decision unless they are defined in this decision.

Representations

3. This decision is based on the following facts represented by the Filer:

1. the Filer is incorporated under the Business Corporations Act (British Columbia) (BCBCA) and is a reporting issuer in British Columbia, Alberta and Ontario;

2. the Filer's head office is in Vancouver, British Columbia;

3. the Filer's common shares are listed on the TSX Venture Exchange (the Exchange) and the Filer is classified as a "Capital Pool Company" under the policies of the Exchange;

4. RemoteLaw is incorporated under the BCBCA and is not a reporting issuer in any jurisdiction in Canada;

5. RemoteLaw's head office is in Vancouver, British Columbia;

6. there is no published market for RemoteLaw's securities;

7. RemoteLaw has 11,149,272 common shares outstanding held by 100 shareholders, of whom

(a) 82 reside in British Columbia and hold 9,660,174 common shares,

(b) 11 reside in Ontario and hold 630,300 common shares,

(c) 3 reside in Saskatchewan and hold 15,099 common shares, and

(d) 4 reside in foreign jurisdictions and hold 843,699 shares;

8. all of RemoteLaw's shareholders purchased their shares under the exemptions from the registration and prospectus requirements available under the Legislation for directors, officers, and their family, close personal friends and close business associates, employees, consultants, and accredited investors;

9. the Transaction will constitute the Filer's "Qualifying Transaction" under the policies of the Exchange;

10. under the policies of the Exchange, the Filer must prepare a detailed disclosure document about the Transaction (the Disclosure Document), which will contain prospectus-level disclosure about the Transaction, RemoteLaw and the resulting entity assuming completion of the Transaction;

11. the Disclosure Document will be a prospectus that the Filer will file with each of the Decision Makers and deliver to each of RemoteLaw's shareholders;

12. the Transaction, as the Filer's Qualifying Transaction, will be subject to regulatory oversight of the Exchange and will be subject to the Exchange's sponsorship requirements;

13. 77 of RemoteLaw's shareholders, holding 73.51% of RemoteLaw's outstanding shares, are either insiders or employees of RemoteLaw or accredited investors as defined in the Legislation;

14. the Transaction will be subject to the shareholders holding over 90% of the shares of RemoteLaw signing a formal, negotiated share exchange agreement that sets out all the terms and conditions of the Transaction; and

15. the Filer will treat all of RemoteLaw's shareholders equally under the Transaction.

Decision

4. Each of the Decision Makers is satisfied that the test in the Legislation that provides the Decision Maker with the jurisdiction to make the decision has been met.

The decision of the Decision Makers under the Legislation is that the Requested Relief is granted.