Securities Law & Instruments

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Application for relief from the registration requirement and the prospectus requirement -- Existing MRRS Decision document exempts the Filer's issuance of Class A Shares and Shareholders' Loan Deposits to Applicants and Member Loans to Eligible Subscribers from the registration requirement and the prospectus requirement -- Filer proposes to issue Class B Shares to Applicants and Mega Members -- Purchasers of the Class B Shares are the same persons that can purchase other securities of the Filer under the Existing MRRS Decision -- Class B Shares will be issued on the same terms and conditions as set out in the Existing MRRS Decision -- Mega Members approved of the plan to issue the Class B shares -- Potential purchasers of Class B Shares will have knowledge of the business of the Filer and will receive information about the Filer and the Class B Shares -- Relief granted subject to specific conditions.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 25, 53, 74(1).

August 14, 2009

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

SASKATCHEWAN AND ONTARIO

(THE "JURISDICTIONS")

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

MEGA GROUP INC./MEGA GROUPE INC

(THE "FILER")

 

DECISION

Background

The securities regulatory authority or regulator in each of the Jurisdictions (the "Decision Maker") has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the "Legislation") that the registration requirement and the prospectus requirement contained in the Legislation shall not apply to the proposed issuance by the Filer of:

1. Class A Shares and Shareholders' Loan Deposits (each as defined below) to Applicants (as defined below);

2. Class B Shares (as defined below) to Applicants and Mega Members (as defined below); and

3. Member Loans (as defined below) to Eligible Subscribers (as defined below);

(the "Requested Relief").

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):

(a) the Saskatchewan Financial Services Commission is the principal regulator for this application;

(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System ("MI 11-102") is intended to be relied upon in British Columbia, Alberta, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, the Yukon Territory, Northwest Territories and Nunavut; and

(c) the decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined. As well, in addition to words and phrases defined elsewhere in this decision, for the purpose of this decision, the following terms shall have the following meanings:

"Applicant" means any person or company who operates as a retailer of furniture, household appliance and/or electronic products, and who applies for membership (subscribes for a Class A Share) in the Filer. "Applicants" means more than one Applicant;

"Articles" means the Articles of Incorporation of the Filer, as the same may be amended from time to time;

"Board" means the Board of Directors of the Filer from time to time;

"Bylaws" means the Bylaws of the Filer, as the same may be amended from time to time;

"CBCA" means the Canada Business Corporations Act, as amended or supplemented from time to time;

"Certificate" means the certificate issued under the Trust Deed to evidence a Member Loan made by an Eligible Subscriber to the Filer pursuant to the Member Loan Offering and Financing Program, and "Certificates" means more than one Certificate;

"Class A Shares" means the Class A voting preferred shares of the Filer having those rights, privileges, entitlements and restrictions set out in the Articles, which include the right to receive a Patronage Dividend, but no further right to receive income or to participate in the distribution of assets of the Filer on its liquidation, winding up or dissolution, save and except for the return of the $1.00 subscription price for such share;

"Class B Shares" means the Class B non-voting common equity shares of the Filer having those rights, privileges, entitlements and restrictions set out in the Articles, and which include the right to receive a dividend in the discretion of the Board and, subject to the prior rights of the holders of Class A Shares, to participate, ratably, in the distribution of the assets of the Filer on its liquidation, winding up or dissolution;

"Due to Members' Account" means, for accounting purposes, the undistributed surplus of income held by the Filer that has not been paid out to Mega Members as a Patronage Dividend for the Filer's financial year ending December 31, 2008, as determined and set by the Board. Anticipating the Patronage Dividend to be paid to Mega Members for the financial year ending December 31, 2008, it is expected that the remaining balance in the Due to Members' Account will be approximately $4.3 million dollars;

"Eligible Subscribers" for the purpose of subscribing for Member Loans, are persons who are:

(a) Mega Members;

(b) individual directors or senior officers of a Mega Member;

(c) individuals who directly or indirectly "control" (as that term is defined in the Legislation) a Mega Member;

(d) a spouse, spousal equivalent or child of a person mentioned in (a), (b) or (c) above; or

(e) a registered retirement savings plan of which an individual mentioned in (a), (b), (c) or (d) above is the annuitant;

"Existing MRRS Decision" means the MRRS Decision Document dated June 16, 2000, in favour of the Filer, granting an exemption from the registration requirement and the prospectus requirement of applicable securities legislation respecting the issuance by the Filer of Class A Shares and Shareholders' Loan Deposits to Applicants resident in Alberta, British Columbia, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador and Member Loans to Eligible Subscribers resident in Alberta, British Columbia, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Prince Edward Island, Newfoundland and Labrador;

"Financing Program" means the Member Loan Offering instituted by the Filer to raise funds from Eligible Subscribers, the proceeds of which provide general working capital for the Filer and to reduce the Filer's reliance on external financing to fund its business activities;

"Member Agreement" means the written agreement that prospective Applicants must enter into with the Filer, pursuant to which the Applicant agrees to observe and be governed by the Bylaws of the Filer;

"Member Loans" means the non-convertible unsecured debt instruments issued by the Filer to Eligible Subscribers pursuant to the provisions of the Trust Deed, the Member Loan Offering and the Financing Program;

"Member Loan Offering" means the offering by the Filer to Eligible Subscribers of Member Loans established and created pursuant to the Trust Deed as part of the Financing Program;

"Mega Members" are Applicants whose application has been approved by the Board and who have been issued a Class A Share. A "Mega Member" is any one of the Mega Members;

"Membership" means the state of holding a Class A Share;

"NBA" means the wholly owned subsidiary of the Filer, VIP Distributors Inc. operating under the business name National Buying Associates, a federal company existing under the CBCA, originally incorporated pursuant to the laws of Saskatchewan on or about March 15, 1976 and continued as a federal corporation under the CBCA pursuant to its Certificate and Articles of Continuance dated July 25, 1989;

"NBA Member" means a member of NBA. Unlike Mega Members, NBA Members have no equity interest in NBA or the Filer and do not participate in the revenues or profits of NBA;

"Patronage Dividend" means the dividend payable by the Filer to holders of Class A Shares as set out in the Articles of Amendment, which is based annually on a minimum of ninety (90%) percent of the Filer's net income after expenses and taxes, allocated and paid out annually to the holders of Class A shares in proportion to the dollar volume of purchases made through the Filer by the holder of such Class A shares.

"Retained Earnings Account" means, for accounting purposes, the account established by the Filer for the benefit of the holders of Class B Shares, and which contains the amount of after tax earnings retained by the Filer from its net income (being gross income less expenses) that remains undistributed to Class B Shareholders in any fiscal year, and to which each holder of Class B Shares has an interest in proportion to the number of Class B shares held by such Mega Member;

"Shareholders' Loan Deposit" means the cash amount determined and set by the Board, from time to time, which an Applicant must pay to the Filer, as a condition of Membership, as a security deposit to be held by the Filer as security for payment of any goods purchased from or through the centralized buying and invoicing facilities of the Filer by such Mega Member;

"Shares" means collectively the Class A Shares and Class B Shares;

"Territories" means, collectively, the Yukon Territories, Northwest Territories and Nunavut.

"Trust Deed" means the Trust Indenture for the securing of an issue of Member Loans dated for reference the 1st day of July, 2000, between the Filer and Concentra Trust (formerly Co-operative Trust Company of Canada), as the same may be supplemented or amended from time to time;

Representations

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

1. The Filer (formerly known as Volume Independent Purchasers' Stores Ltd.), a federal company existing under the CBCA, was incorporated pursuant to the laws of Saskatchewan on or about December 6, 1965 and continued pursuant to the CBCA by Certificate and Articles of Continuance dated June 17, 1987;

2. The head office of the Filer is in Saskatoon, Saskatchewan;

3. The Filer is not a reporting issuer in any jurisdiction, and it is not anticipated that it will become a reporting issuer in any jurisdiction in the foreseeable future;

4. The authorized capital of the Filer consists of the following:

(a) An unlimited number of Class A Shares, of which 206 are currently issued; and

(b) An unlimited number of Class B Shares, of which none are currently issued;

5. The Shares of the Filer are not listed or posted for trading on any stock exchange or over-the-counter market and there is no market for such Shares. The Articles provide that Shares may be transferred only with the consent of the Board.

6. The Filer is not in default of any of the requirements of applicable securities legislation of any jurisdiction to which it is subject.

7. The Filer operates a centralized buying and invoicing service for the benefit of the Mega Members and NBA Members who consist of independently owned retailers of furniture, household appliances and/or electronic products;

8. Both Mega Members and NBA Members place orders for furniture, household appliances and electronic products with suppliers approved by the Filer, and a copy of such order is provided to the Filer or NBA, as the case may be. Provided such Member is not in default of its obligations to the Filer or NBA, as applicable, and has not exceeded its credit limit, the Filer will provide confirmation of approval of such order to the Member and the supplier. Upon the Filer approving an order the supplier ships the product covered by the order and invoices, on a bulk basis, the Filer. The Filer in turn then invoices the Member, at cost. The combination of such orders provides the Filer with greater buying power from manufacturers, suppliers and wholesalers. Both Mega Members and NBA Members participate in volume rebates, discounts and other buying incentives received by the Filer as a result of its greater buying power. As well, both Mega Members and NBA Members have access to the Filer's ancillary services of advertising, promotional, training and administrative expertise as well as access to several networks focusing on matters specific to particular retail areas of interest to certain Mega Members and/or NBA Members. The Filer has contracts with each of its approved suppliers, which provide, among other things, for the volume rebates including thresholds and the payment to the Filer of central billing allowances. The accrual of the central billing allowance funds the Filer's business activities and is the main source of the Filer's revenue. Surplus revenue or net income, after expenses and establishment of suitable reserves, has historically been paid out to Mega Members as an annual Patronage Dividend. NBA Members do not have an equity interest in Mega Group or NBA, and do not participate in any Patronage Dividends or receive any other payments from Mega Group or NBA;

9. The Filer solicits new members by direct contact of independent retailers. In the event the retailer is interested, the retailer contacts the Filer and applies for membership as either a Mega Member or NBA Member, depending on the interests of the retailer and the level of participation desired;

10. Although the Filer is a federal CBCA company, it operates based on co-operative principals;

11. Membership in the Filer is, subject to approval of the Board, open to any Applicant and, upon acceptance of an application and compliance with the Filer's Bylaws, an Applicant is issued one (1) Class A Share at a subscription price of $1, whereupon the Applicant becomes a shareholder and Mega Member;

12. Pursuant to the Articles, each Class A Share entitles the holder thereof to one (1) vote at any meetings of the Mega Members and to receive an annual Patronage Dividend based upon the dollar volume of such Mega Member's purchases through the centralized buying and invoicing facilities of the Filer;

13. No Mega Member is entitled to hold more than one Class A Share. On liquidation, winding up or dissolution of the Filer, each holder of a Class A Share is entitled to receive the return of their $1 cost of purchase and any declared but unpaid Patronage Dividends in respect of such share, but not otherwise entitled to receive any further distribution from the Filer;

14. As a condition of Membership, each Applicant is required to deposit or place with the Filer a Shareholders' Loan Deposit. Each Shareholders' Loan Deposit is treated by the Filer as a loan from, and due by the Filer to, such Mega Member;

15. Pursuant to the Bylaws, the cash received by the Filer from Shareholders' Loan Deposits may be used by the Filer for its general working capital, but the primary purpose of the Shareholders' Loan Deposits is to secure and guarantee the purchases of merchandise by the Mega Members through the centralized buying and invoicing facilities of the Filer. Interest on each Mega Member's Shareholders' Loan Deposit is calculated and paid annually to such Mega Member at an interest rate determined and set by the Board from time to time. The principal portion of a Mega Member's Shareholders' Loan Deposit is generally only repaid to a Mega Member upon resignation, withdrawal or other termination of such Mega Member's membership in the Filer. The Shareholders' Loan Deposit is akin to the relationship that might exist between a furniture retailer and a manufacturer/wholesaler supplier of merchandise who, in the ordinary course of business, requires the retailer to deposit cash or other security to secure ongoing deliveries of inventory.

16. Pursuant to the Existing MRRS Decision, prior to the Filer issuing a Class A Share to, or taking a Shareholders' Loan Deposit from, an Applicant, the Filer delivers to an Applicant a copy of:

(a) the Articles and Bylaws;

(b) the Filer's most recent annual audited financial statements;

(c) the Existing MRRS Decision; and

(d) a statement to the effect that, as a consequence of the Existing MRRS Decision, certain protections, rights and remedies provided by securities legislation, including statutory rights of rescission or damages, will not be available with respect to the acquisition of the Class A Shares and Shareholders' Loan Deposit and that certain restrictions are imposed on the disposition of the Class A Shares and Shareholders' Loan Deposit;

17. The Filer also operates a Financing Program pursuant to which it offers Member Loans to Eligible Subscribers on the following terms and conditions:

(a) Participation in the Member Loan Offering is completely voluntary, but is only open to Eligible Subscribers. Periodically, the Filer circulates notice to the Mega Members of the existence of this program. The circular indicates the terms and rates of interest on which Member Loans are being offered by the Filer to Eligible Subscribers;

(b) Member Loans are created and authorized for issuance pursuant to the Trust Deed;

(c) The Trust Deed authorizes the Filer to create and issue Member Loans to an aggregate principal amount of $20 million. Eligible Subscribers, including Mega Members, are entitled, but not obligated, to subscribe for Member Loans in denominations of $5,000 and multiples thereof. Member Loans are evidenced by Certificates. The terms and conditions of the Member Loans, including maturity dates (which range from one to ten years), installment payments prior to maturity (if any) and rates of interest payable on such Member Loans, vary from Certificate to Certificate as determined and set by the Board at the time such Member Loans are offered to Mega Members.

(d) Member Loans are not secured and are not rated by any rating agency;

(e) Member Loans are offered only to, and may be subscribed for by, Eligible Investors;

(f) the Member Loans are not tradable except:

(i) to another Eligible Subscriber; or

(ii) in circumstances where the further trade would be exempt from the prospectus and registration requirements of applicable securities laws;

(g) prior to accepting a subscription for a Member Loan from an Eligible Subscriber, and pursuant to the Existing MRRS Decision, the Filer delivers to the Eligible Subscriber a copy of:

(i) the Articles and Bylaws;

(ii) the Filer's most recent annual audited financial statements;

(iii) the Existing MRRS Decision;

(iv) a written summary of the material terms of the Trust Deed and the Financing Program; and

(v) a statement to the effect that as a consequence of the Existing MRRS Decision, certain protections, rights and remedies provided by securities legislation, including statutory rights of rescission or damages, will not be available with respect to the acquisition of the Member Loans and that certain restrictions are imposed on the disposition of the Member Loans;

(h) the proceeds of the Member Loan Offering are used by the Filer to provide general working capital for the Issuer and to reduce the Issuer's reliance on external financing to fund its business activities;

18. Under the Existing MRRS Decision, the trade of Class A Shares and Shareholder Loan Deposits to Applicants and Member Loans to Eligible Subscribers is currently exempt from the registration requirements and the prospectus requirements of applicable securities legislation of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Prince Edward Island and Newfoundland and Labrador. In Nova Scotia, the Existing MRRS Decision exempts the trade of Class A Shares and Shareholders' Loan Deposits to Applicants resident in Nova Scotia from these requirements, but such exemptive relief does not extend to the trade of Member Loans to Eligible Subscribers resident in Nova Scotia. As of the date of this Application, no Member Loans are held by or have been issued to a resident of Nova Scotia. The Filer wishes to extend the exemption in respect of such trades to include Applicants and Eligible Subscribers resident in the jurisdictions of the Yukon Territories, Northwest Territories and Nunavut, and to extend the exemption respecting the trade of Member Loans to include residents of Nova Scotia;

19. At its Annual General and Special Meeting of Mega Members held on May 9, 2008, the Mega Members resolved, among other things, to:

(a) Approve and adopt an amendment to the Articles which:

(i) Creates the Class B Shares, being a new class of common non-voting equity share in the capital stock of the Filer;

(ii) Alters the rights and privileges of the Class A Shares, such that, from and after the filing of the amendment to the Articles, the Board is permitted to withhold up to 10% of the after tax earnings retained by the Filer from its net income (being gross income of the Filer less expenses) in any fiscal year, and allocate such amount to a Retained Earnings Account;

(iii) Makes it a condition of Membership that an Applicant must subscribe for Class B Shares, in such amount and for such subscription price as the Board may determine from time to time;

(b) Approve and adopt certain amendments to the Bylaws which:

(i) Modify the subscription process to provide for the requirement that all new Applicants must subscribe for a Class A Share as well as that number of Class B Shares, in such amount and on such terms as the Board may determine from time to time, in addition to depositing with the Filer the Shareholders' Loan Deposit in order for the application of such Applicant to be considered by the Board;

(ii) Modify certain defined terms under the Bylaws to contemplate the withholding of up to 10% of the after tax earnings retained by the Filer from its net income in any fiscal year, and allocate such amount to a Retained Earnings Account;

(c) Approve the proposed plan of the Board to issue Class B Shares to each Mega Member at an initial subscription price of $1.00 per Class B Share. The number of Class B Shares to be issued to a particular Mega Member will be determined and set by the Board and based upon each Mega Member's proportionate share of the average dollar volume of purchases made by all Mega Members through the Filer during the three most recent financial years of the Filer beginning with 2006. The aggregate subscription price for the initial issuance of Class B Shares shall be paid for, at least in part, by the Filer allocating each Mega Member's proportionate interest in the Due to Members' Account towards payment for the Class B Shares issued to such Mega Member. For a Mega Member which joined prior to 2006, the amount held to its credit in the Due to Members' Account will be approximately the amount required to fund the purchase of its Class B Shares. Any deficiency between the amount applied from the Due to Members' Account and the aggregate subscription price for the Class B Shares initially issued to a Mega Member will be a debt due from such Mega Member to the Filer, payable without interest in three annual consecutive installments. The initial issuance price of the Class B Shares was arbitrarily determined and set by the Board in order to give a baseline for the face value of such Class B shares; and

(d) Approve, on an ongoing basis, the proposed plan of the Board to allocate up to 10% of the surplus equity of the Filer in each financial year beginning in 2009 to the Retained Earnings Account for the benefit of the holders of Class B Shares;

20. Periodically it is anticipated that the Filer would offer Mega Members the ability to subscribe for additional Class B Shares in such amounts and at such subscription price as the Board may determine and set from time to time, as a means by which the Filer might be able to raise additional equity should circumstances or potential opportunities require the infusion of additional capital. Participation by Mega Members in such subsequent offerings of Class B Shares would be completely voluntary;

21. Pursuant to the Bylaws, a Mega Member can voluntarily call on the Filer to redeem their Class A Shares and Class B Shares, and the Filer may, without the consent of the holder thereof, redeem a Mega Member's Class A Share and Class B Shares in the event that, as more particularly described in the Bylaws, such Mega Member purchases merchandise from or has any direct or indirect ownership interest in, without the prior consent of the Filer, another buying group or merchandising service that is a competitor of the Filer;

22. Pursuant to the Articles, on redemption of a Mega Member's Shares such Mega Member is paid their $1.00 subscription price for the Class A Share held by the Mega Member and any declared but unpaid Patronage Dividend on such Class A Share, together with an amount for each Class B Share held by such Mega Member consisting of the return of the subscription price for the Class B Shares held by such Mega Member, any declared but unpaid dividends on such Class B Shares and a proportionate share of the Retained Earnings Account attributable to the Class B Shares held by such Mega Member, within the timelines and subject to the conditions all as more particularly described in the Articles;

23. Any Mega Member who does not wish, or objects to, the issuance of Class B Shares to them or the effective conversion of such Mega Member's proportionate interest in the Due to Members' Account to pay for such Class B Shares may call on the Filer to terminate its Membership, whereupon such Mega Member shall be paid its Class A Redemption Amount and Class B Redemption Amount (as such terms are defined in the Articles). Following receipt of a notice of withdrawal, such Mega Member will have no further right to participate in the Filer's buying program, but may if the former member so wished reapply as an NBA Member; and

24. Applicants, Mega Members and Eligible Subscribers are engaged, directly or indirectly, in the furniture, household appliance and/or electronic products retailing business and, therefore, possess substantial knowledge of that business and of the Filer's operations and affairs, which operations are not carried on primarily with a view of making a profit but rather as a means of combining the purchasing power of all Mega Members to enable them to obtain, collectively, better prices and terms for the purchase of inventory used in their respective businesses; and

25. In accordance with the requirements of the CBCA, Mega Members receive annual notices of shareholder meetings and management proxy circulars of the Filer, in the prescribed form, on an ongoing basis together with annual audited comparative financial statements prepared in accordance with the requirements of the CBCA. The audited annual comparative financial statements are prepared and sent to Mega Members within 140 days of the end of each financial year of the Filer.

Decision

Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.

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

1. in connection with the proposed trade of Class A Shares, Class B Shares and Shareholders' Loan Deposits:

(a) the Class A Shares are issued at a nominal subscription price of $1 and only one (1) Class A Share is issued to each Applicant;

(b) prior to issuing a Class A Share or Class B Shares, or taking a Shareholders' Loan Deposit from, any specific Applicant or Mega Member the Filer shall first deliver to the Applicant or Mega Member a copy of:

(i) the current Articles and Bylaws;

(ii) the Filer's most recent annual audited financial statements;

(iii) this decision; and

(iv) a statement to the effect that, as a consequence of this decision, certain protections, rights and remedies provided by securities legislation, including statutory rights of rescission or damages, will not be available with respect to the acquisition of the Shares and Shareholders' Loan Deposit and that certain restrictions are imposed on the disposition of the Shares and Shareholders' Loan Deposit;

(c) the trade of Class A Shares, Class B Shares (including the initial issuance thereof to existing Mega Members) and Shareholders' Loan Deposits is carried out substantially in the manner described in this decision; and

(d) a subsequent trade in Shares and/or Shareholders' Loan Deposits by a person or company who acquires the Shares and/or Shareholders' Loan Deposits under this decision in a jurisdiction in Canada shall be deemed to be a distribution or primary distribution to the public under the securities legislation of the jurisdiction, unless such trade is made to the Filer or, subject to the restrictions on ownership of Class A Shares under the Articles, another Member; and

2. in connection with the proposed trade of Member Loans:

(a) the Member Loans are offered for sale on substantially the terms and conditions described in this decision;

(b) prior to accepting any specific subscription from an Eligible Subscriber for a Member Loan the Filer shall first deliver to such Eligible Subscriber a copy of:

(i) the current Articles and Bylaws;

(ii) the Filer's most recent annual audited financial statements;

(iii) this decision;

(iv) a written summary of the current material terms of the Trust Deed and Financing Program; and

(v) a statement to the effect that as a consequence of this decision, certain protections, rights and remedies provided by the securities legislation, including statutory rights of rescission or damages, will not be available with respect to the acquisition of the Member Loans and that certain restrictions are imposed on the disposition of the Member Loans;

(c) a subsequent trade in a Member Loan by a person or company who acquires the Member Loan under this decision in a jurisdiction in Canada shall be deemed to be a distribution or primary distribution to the public under the securities legislation of the jurisdiction unless the transferee of such Member Loan is another Eligible Subscriber who is provided with substantially the same information that the Filer would be required to provide pursuant to this decision if the transferee was acquiring the Member Loan directly from the Filer.

This decision will come into effect on the date hereof and will supersede and replace the Existing MRRS Decision in its entirety, effective that date.

"Barbara Shourounis"
Director, Securities Division
Saskatchewan Financial Services Commission