Ivanhoe Cambridge Inc. - MRRS Decision

April 16, 2002

MRRS Decision

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - exemptive relief granted from filing continuousdisclosure documents for year ended December 31, 2001 and firstquarter ended March 31, 2002 - issuer has only one series ofpublic debt securities outstanding and intends to redeem thesesecurities on June 30, 2002 and apply to cease to be a reportingissuer - advance notice given to security holders.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c.S.5, as am, s.77, 78, 79, s.80(b)(iii) and 81(1).

Applicable Ontario Rules Cited

OSC Rule 51-501- AIF and MD&A, (2000) 23OSCB 8365, as am., s. 1.2(2), 2.1(1), 3.1, 4.1(1), 4.3 and 5.1.

OSC Rule 52-501- Financial Statements, (2000)23 OSCB 8372, s. 2.2(2) and 4.1.

IN THE MATTER OF
THE SECURITIES LEGISLATION OF
BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN, MANITOBA, ONTARIO,QUEBEC,
NOVA SCOTIA AND
NEWFOUNDLAND AND LABRADOR

AND

IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM FOR
EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF
IVANHOE CAMBRIDGE I INC.

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof British Columbia, Alberta, Saskatchewan, Manitoba, Ontario,Quebec, Nova Scotia and Newfoundland and Labrador (the "Jurisdictions")has received an application from Ivanhoe Cambridge I Inc. (the"Corporation") for:

(i) a decision pursuant to the securities legislationof the Jurisdictions (the "Legislation") that therequirements, where applicable, contained in the Legislationto file and send to securityholders, its:

(a) comparative financial statements for theyear ended December 31, 2001 (the "Annual Statements");

(b) annual report for the year ended December31, 2001 (the "Annual Report");

(d) interim financial statements for the quarterending March 31, 2002 (the "Interim Statements");

shall not apply to the Corporation; and

(ii) in Ontario, Saskatchewan and Quebec only,a decision pursuant to the securities legislation of Ontario,Saskatchewan and Quebec, where applicable, that the requirementsto file and send to securityholders, its:

(a) annual information form for the year endedDecember 31, 2001 (the "AIF");

(b) management discussion and analysis forthe year ended December 31, 2001 (the "Annual MD&A");and

shall not apply to the Corporation;

AND WHEREAS pursuant to the Mutual RelianceSystem for Exemptive Relief Applications (the "System"),the Ontario Securities Commission is the principal regulatorfor this application;

AND WHEREAS the Corporation has representedto the Decision Makers that:

1. The Corporation is a corporation amalgamatedunder the laws of the Province of Ontario and its head officeis located in Toronto, Ontario;

2. The Corporation is a reporting issuer orthe equivalent in each of the Jurisdictions and is not in defaultof any of the requirements of the Legislation;

3. The financial year end for the Corporationis December 31;

4. The authorized share capital of the Corporationconsists of common shares and special shares, of which 222,000,000common shares and 100 special shares (collectively, the "Shares")are currently issued and outstanding;

5. All of the Shares of the Corporation areheld by Ivanhoe Realties Inc., a wholly-owned subsidiary ofIvanhoe Cambridge Inc. ("Ivanhoe");

6. Currently, other than the Shares, the Corporationhas the following securities outstanding:

(i) bonds evidencing real estate mortgages(the "Mortgage Bonds") that were distributed to institutionallenders and other sophisticated investors under the $150,000private placement exemption or the exempt purchaser exemption(or equivalent exemptions) in the Jurisdictions, and;

(ii) approximately $2.9 million in aggregateprincipal amount of 6% Convertible Subordinated Debentures dueJune 30, 2007 (the "Debentures");

7. The Corporation is not obligated under theterms of the trust deeds governing the Mortgage Bonds or theterms of the trust indenture governing the Debentures to prepareor send the Annual Statement, Annual Report, Annual Filing,Interim Statement, AIF, Annual MD&A and Interim MD&A(collectively "the Continuous Disclosure Documents")to the holders of the Mortgage Bonds or Debentures;

8. Pursuant to the terms of the trust indenture,the Debentures can no longer be converted into any other securityand may only be redeemed for cash on or after June 30, 2002;

9. Approximately $2.6 million principal amountof the Debentures is held by Ivanhoe with the remaining principalamount of $337,920 being held by approximately 179 beneficialholders;

10. The Corporation has publicly disclosed thatit intends to redeem the Debentures at principal plus accruedinterest on June 30, 2002.

11. The Corporation will send notices to theholders of the Debentures in May 2002 of its intention to redeemthe Debentures on or about June 30, 2002;

12. Upon redemption of the Debentures, the onlyoutstanding securities of the Corporation will be the Sharesowned by Ivanhoe Realties Inc. and the Mortgage Bonds held bylenders to the Corporation;

13. The Corporation's securities are not listedor traded on any stock exchange;

14. The Corporation is not in default underthe trust indenture governing the Debentures with respect topayment of interest or otherwise, or under any of the trustdeeds governing the Mortgage Bonds;

15. Following the making of this Decision (asdefined below), the Corporation will issue a press release statingthat it has obtained relief from the requirement to file andsend its Continuous Disclosure Documents and that it will applyto cease to be a reporting issuer following the redemption ofthe Debentures;

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

AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker with the jurisdiction to make theDecision has been met;

THE DECISION of the Decision Makerspursuant to the Legislation is that the requirements containedin the Legislation to file and send to securityholders, theAnnual Statements, the Annual Report, the Annual Filing, whereapplicable, and the Interim Statements, shall not apply to theCorporation provided that:

(a) the Debentures are redeemed on or aboutJune 30, 2002; and

(b) the Corporation files an application assoon as reasonably possible after the redemption of the Debenturesto the applicable securities regulatory authorities or regulatorsto have the Corporation deemed to have ceased to be a reportingissuer in the Jurisdictions;

April 16, 2002.

"Theresa McLeod" "Lorne Murphy"

THE FURTHER DECISION of the securitiesregulatory authority or securities regulator in each of Ontario,Saskatchewan and Quebec is that the requirements pursuant tothe legislation of Ontario, Saskatchewan and Quebec to fileand send to securityholders, the AIF, the Annual MD&A andthe Interim MD&A, where applicable, shall not apply to theCorporation provided that:

(a) the Debentures are redeemed on or aboutJune 30, 2002; and

April 16, 2002.

"John Hughes"