Equisure Financial Network Inc. - MRRS Decision

MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications - are a result of a take-over bid and subsequentcompulsory acquisition, common shares of the issuer acquired by one holder - issuer has 35 security holders - issuerdeemed to have ceased being 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, ONTARIO AND NOVA SCOTIA

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

EQUISURE FINANCIAL NETWORK INC.

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of the provincesof Alberta, Ontario and Nova Scotia (the "Jurisdictions") has received an application from Equisure Financial NetworkInc. (the "Filer") for a decision under the securities legislation of each of the Jurisdictions (the "Legislation") that the Filerbe deemed to have ceased to be a reporting issuer under the Legislation;

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 the Filer has represented to the Decision Makers that:

1. the Filer is a corporation organized under the laws of Ontario, is a reporting issuer (or equivalent) in Quebecand in each of the Jurisdictions and is not in default of any of the requirements of the Legislation;

2. the Filer's head office is located in North Bay, Ontario;

3. the Filer is an electronic filer as defined under National Instrument 13-101 System for Electronic DocumentAnalysis and Retrieval (SEDAR) and intends to remain an electronic filer while it is a reporting issuer in Quebec;

4. the only outstanding securities of the Filer are common shares (the "Common Shares"), convertible debentures(the "Debentures") and one common share purchase warrant (the "Warrant");

5. as a result of a take-over bid and the subsequent compulsory acquisition procedure, all of the Common Sharesof the Filer were acquired by 1440915 Ontario Inc.;

6. there are 33 holders of Debentures of the Filer, 11 of which whose latest address as shown on the books of theFiler is in Alberta, one of which is in Ontario and 21 of which is in Quebec;

7. the latest address as shown on the books of the Filer of the holder of the Warrant is in Ontario;

8. there are no security holders of the Filer whose latest address as shown on the books of the Filer is in NovaScotia;

9. to the knowledge of the Filer, 29 of the 33 holders of Debentures are either insiders of the Filer or associatesof such insiders;

10. the Debentures and the Warrant were issued pursuant to the applicable exemption from the prospectusrequirement in the Jurisdictions and in Quebec on the basis that the aggregate acquisition cost of theDebentures for each purchaser was in excess of $150,000;

11. the Debentures, other than the one issued to ING Canada Inc., are non-transferable;

12. the Warrant is transferable and expires on July 25, 2001;

13 ING Canada Inc. and the holder of the Warrant are aware of the Filer's application to cease to be a reportingissuer under the Legislation and consent to such application being made in the Jurisdictions;

14. pursuant to the terms of the Debentures, all holders are entitled to receive annual audited financial statementsof the Filer;

15. the Filer's Common Shares were delisted from The Toronto Stock Exchange on February 12, 2001 and nosecurities of the Filer are listed or quoted on any exchange or market;

16. other than the Common Shares, Debentures and Warrant, the Filer has no securities, including debt securities,outstanding; and

17. the Filer does not intend to seek public financing by way of an issue of securities.

 

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

AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that providesthe Decision Maker with the jurisdiction to make the decision has been met;

THE DECISION of the Decision Makers pursuant to the Legislation is that the Filer is deemed to have ceasedto be a reporting issuer under the Legislation.

May 9, 2001.

"Paul Moore" "Robert W. Korthals"