1483826 Ontario Limited - ss. 59(1) of Sched 1. of Reg. 1015

May 17, 2002

Ruling

Headnote

Subsection 59(1) of Schedule 1 to the Regulationunder the Act - reduction in fee otherwise due as a result ofa takeover bid in connection with a corporate reorganizationinvolving no change in beneficial ownership.

Statutes Cited

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

Regulations Cited

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

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
1483826 ONTARIO LIMITED

RULING
(Section 59(1) of Schedule 1)

UPON the application (the "Application")of 1483826 Ontario Limited (the "Applicant") to theOntario Securities Commission (the "Commission") fora ruling, pursuant to section 59(1) of Schedule 1 (the "Schedule")to the Regulation under the Act, exempting the Applicant frompayment in part of the fee payable pursuant to section 32(1)of the Schedule;

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

AND UPON the Applicant having representedto the Commission as follows:

1. The Applicant is a corporation incorporatedunder the laws of Ontario and is not a reporting issuer underthe Act.

2. On April 24, 2002, the Applicant acquired1,832,429 common shares of The Thomson Corporation ("TTC")(the "Shares") from The Thomson Company Inc. ("TTCI")with the consideration therefor being satisfied by common sharesof the Applicant.

3. The Applicant and TTCI are both controlledby Kenneth R. Thomson and, as a result, the Applicant and TTCIare affiliated corporations. Because the Applicant is deemedto own beneficially all of the TTC shares beneficially ownedby companies controlled by Kenneth R. Thomson, the acquisitionof the Shares by the Applicant resulted in the Applicant owningin excess of 20% of the outstanding common shares of TTC. Accordingly,the acquisition of the Shares by the Applicant constituted atake-over bid under the Act.

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

5. The transaction was an internal corporatereorganization within the same control group and did not resultin a change in beneficial ownership of the Shares.

6. In the absence of the relief provided bythis ruling and pursuant to the formula in clause 32(1)(b) ofthe Schedule, the Applicant would be required to pay a fee of$15,891.66 as a result of the transaction described above.

AND UPON the Commission being satisfiedthat to do so would not be prejudicial to the public interest;

IT IS RULED, pursuant to subsection59(1) of the Schedule, that the Applicant be exempt from therequirement to pay the fee otherwise payable pursuant to clause32(1)(b) of the Schedule, provided that the minimum fee of $800.00is paid.

May 17, 2002.

"Robert W. Korthals" "Paul M. Moore"