1396164 Ontario Limited

May 24, 2001

Ruling

Headnote

Subsection 59(2) of Schedule 1 to the Regulation under the Securities Act - reduction in fee otherwise due as a resultof a take-over bid in connection with an internal corporate reorganization involving no change in beneficial ownership.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., clause 93(1)(c).

Regulation Cited

Regulation made under the Securities Act, R.R.O. 1990, Reg. 1015, as am., Schedule I, ss. 32(1) and 59(2).

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, CHAPTER S.5, AS AMENDED (the "Act")

AND

IN THE MATTER OF

THE REGULATION UNDER THE SECURITIES ACT,
R.R.O. 1990, REGULATION 1015, AS AMENDED (the "Regulation")

AND

IN THE MATTER OF 1396164 ONTARIO LIMITED

RULING

(Subsection 59(2) of Schedule 1)

UPON the application (the "Application") of 1396164 Ontario Limited (the "Applicant") to the Ontario SecuritiesCommission (the "Commission") for a ruling, pursuant to subsection 59(2) of Schedule I (the "Schedule") to theRegulation under the Act, exempting the Applicant from payment in part of the fee payable pursuant to subsection 32(1)of the Schedule;

AND UPON reading the Application and the recommendation of the staff of the Commission;

AND UPON the Applicant having represented to the Director as follows:

1. The Applicant is a corporation incorporated under the laws of Ontario and is not a reporting issuer under theAct.

2. On April 23, 2001, the Applicant acquired 375,191 common shares of The Thomson Corporation ("TTC") (the"Shares") from The Thomson Company Inc. ("TTCI") with the consideration therefor being satisfied by commonshares of the Applicant. At the time of the transfer, the Applicant was an indirectly-owned subsidiary of TTCI.

3. The Applicant and TTCI are both controlled by Kenneth R. Thomson and, as a result, the Applicant and TTCIare affiliated corporations. Because the Applicant is deemed, under the Act, to own beneficially all of the TTCShares beneficially owned by companies controlled by Kenneth R. Thomson, the acquisition by the Applicantof Shares from TTCI resulted in the Applicant owning, for the purposes of the Act, in excess of 20% of theoutstanding common shares of TTC. Accordingly, the acquisition of such Shares by the Applicant constituteda take-over bid under the Act.

4. The Shares were acquired pursuant to the take-over bid exemption in clause 93(1)(c) of the Act.

5. The transaction was an internal corporate reorganization within the same control group and did not result in achange in beneficial ownership of the Shares.

6. In the absence of the relief provided by this ruling and pursuant to the formula in clause 32(1)(b) of theSchedule, the Applicant would be required to pay a fee of $3,148.16 as a result of the transaction describedabove.

AND UPON the Director being satisfied that to do so would not be prejudicial to the public interest;

IT IS RULED, pursuant to subsection 59(2) of the Schedule, that the Applicant is exempt from the requirementto pay the fee otherwise payable pursuant to clause 32(1)(b) of the Schedule, provided that the minimum fee of $800.00is paid.

May 24, 2001.

"Ralph Shay"