Canada Life Capital Corporation lnc. - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- Issuer has only one security holder -- Issuer deemed to have ceased to be 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 LEGISLATION OF

ALBERTA, SASKATCHEWAN, MANITOBA,

ONTARIO, QUÉBEC, NOVA SCOTIA,

NEWFOUNDLAND AND LABRADOR,

THE YUKON TERRITORY AND NUNAVUT

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

CANADA LIFE CAPITAL CORPORATION INC.

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatory authority or regulator (the "Decision Maker", and collectively the "Decision Makers") in each of Alberta, Saskatchewan, Manitoba, Ontario, Québec, Nova Scotia, Newfoundland and Labrador, the Yukon Territory and Nunavut (collectively, the "Jurisdictions") has received an application from Canada Life Capital Corporation Inc. ("CLCC") for a decision under the securities legislation of the Jurisdictions (the "Legislation") that CLCC be deemed to have ceased to be a reporting issuer in the Jurisdictions;

AND WHEREAS under the Mutual Reliance Review System for Exemptive Relief Applications (the "System"), the Ontario Securities Commission is the principal regulator for this application;

AND WHEREAS, unless otherwise defined, the terms herein have the meaning set out in National Instrument 14-101 Definitions or in Québec Commission Notice 14-101;

AND WHEREAS CLCC has represented to the Decision Makers that:

1. CLCC is a corporation that was incorporated under the Canada Business Corporations Act (the "CBCA") on April 9, 1999, whose head office is located in Toronto, Ontario.

2. CLCC is a reporting issuer or its equivalent in each of the Jurisdictions. CLCC is not a reporting issuer in any other jurisdiction in Canada.

3. CLCC is an indirect wholly-owned subsidiary of The Great-West Life Assurance Company and a direct wholly-owned subsidiary of The Canada Life Assurance Company ("CLAC").

4. The authorized capital of CLCC consists of an unlimited number of common shares and an unlimited number of preferred shares issuable in series.

5. All of the issued and outstanding shares of CLCC are beneficially owned by CLAC. CLCC has no debt securities issued and outstanding.

6. No securities of CLCC are traded on a marketplace as defined in National Instrument 21-101 -- Marketplace Operation.

7. CLCC does not intend to seek public financing by way of an offering of its securities.

8. CLCC did not file interim certificates ("Interim Certificates") for the interim period ended March 31, 2004 as required under Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings ("MI 52-109"). Prior to the filing deadline for the Interim Certificates, CLCC applied in each of the Jurisdictions for a decision that the requirements of MI 52-109 not apply to CLCC. CLCC subsequently withdrew the application under MI 52-109 and applied for a decision that CLCC be deemed to have ceased to be a reporting issuer in the Jurisdictions.

9. Other than as described in paragraph 8 above, CLCC is not in default of any of its obligations under the Legislation as a reporting issuer.

AND WHEREAS under the System, this MRRS Decision Document evidences the decision of each of the Decision Makers (collectively, the "Decision");

AND WHEREAS each of the Decision Makers is satisfied that the test contained 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 CLCC is deemed to have ceased to be a reporting issuer in the Jurisdictions.

June 23, 2004.