Mullen Transportation Inc.

May 28, 2001

MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- relief from prospectus and registration requirementsfor certain trades made in connection with a plan of arrangement and the transfer of portion of issuer's business intonew publicly held corporation -- reporting issuer history of issuer considered in determining restrictions on resale ofsecurities of new issuer from control block -- new issuer deemed to be a reporting issuer in Ontario.

Ontario Statutes Cited

Securities Act, R.S.O. 1990, c.S.5, as am., ss. 35(1)15, 72(1)(i), 74(1), 83.1.

Ontario Rules Cited

Rule 45-501 Exempt Distributions (1998), 21 O.S.C.B. 6548, s. 2.8.

IN THE MATTER OF

THE SECURITIES LEGISLATION

OF ALBERTA, SASKATCHEWAN, MANITOBA,

ONTARIO AND QUÉBEC

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

MULLEN TRANSPORTATION INC.

MRRS DECISION DOCUMENT

1. WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of Alberta,Saskatchewan, Manitoba, Ontario and Québec (the "Jurisdictions") has received an application from MullenTransportation Inc. ("Mullen") for a decision under the securities legislation of the Jurisdictions (the"Legislation") that:

1.1 the requirements contained in the Legislation to be registered to trade in a security (the "RegistrationRequirement") and to file and obtain a receipt for a preliminary prospectus and prospectus (the"Prospectus Requirement") shall not apply to trades made in connection with a proposed arrangement(the "Arrangement");

1.2 the Prospectus Requirement shall not apply to certain trades in securities acquired under theArrangement; and

1.3 an issuer to be created in connection with the Arrangement be deemed to be a reporting issuer or theequivalent under the Legislation in Ontario and Québec;

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

3. AND WHEREAS Mullen has represented to the Decision Makers that:

3.1 Mullen is a corporation amalgamated under the Business Corporations Act (Alberta)(the "ABCA");

3.2 the head office of Mullen is in Aldersyde, Alberta;

3.3 the authorized capital of Mullen includes an unlimited number of common shares ("Mullen Shares");

3.4 there are 14,169730 Mullen Shares outstanding;

3.5 the Mullen Shares are listed and posted for trading on The Toronto Stock Exchange (the "TSE");

3.6 Mullen is a reporting issuer or the equivalent in each of the Jurisdictions and has been for a periodin excess of twelve months;

3.7 929576 Alberta Ltd. ("929576 Alberta") is a corporation incorporated under the ABCA;

3.8 Moveitonline Inc. ("Existing Moveitonline") is a corporation incorporated under the ABCA;

3.9 Existing Moveitonline is a wholly owned subsidiary of Mullen;

3.10 Existing Moveitonline operates the logistics business of Mullen;

3.11 Mullen proposes to conduct the Arrangement for the purpose of transferring, as a separate entity, thelogistics business operated by Existing Moveitonline to the holders of Mullen Shares;

3.12 the Arrangement will be conducted under the ABCA and will involve Mullen, holders of Mullen Sharesand options to acquire Mullen Shares ("Mullen Options"), Existing Moveitonline and 929576 Alberta;

3.13 the Arrangement will involve the following trades (the "Trades"):

3.13.1 holders of Mullen Shares will exchange them with Mullen for shares of a newly created classof common shares of Mullen ("New Mullen Shares") and shares of a newly created class ofspecial shares of Mullen ("Mullen Special Shares");

3.13.2 holders of Mullen Options will exchange them with Mullen for options to acquire New MullenShares ("New Mullen Options");

3.13.3 929576 Alberta will acquire all of the Mullen Special Shares in exchange for common sharesof 929576 Alberta ("Moveitonline Shares");

3.13.4 Mullen will transfer all of the outstanding shares of Existing Moveitonline to 929576 Albertain exchange for special shares of 929576 Alberta ("929576 Alberta Special Shares");

3.13.5 929576 Alberta will redeem from Mullen all of the 929576 Alberta Special Shares inconsideration for a promissory note (the "929576 Alberta Note");

3.13.6 Mullen will redeem from 929576 Alberta all of the Mullen Special Shares in consideration fora promissory note (the "Mullen Note");

3.14 following the Trades, and as part of the Arrangement,:

3.14.1 929576 Alberta and Existing Moveitonline will amalgamate as Moveitonline Inc. ("NewMoveitonline");

3.14.2 all of the outstanding shares of Existing Moveitonline will be cancelled;

3.14.3 the articles of Mullen will be amended to cancel the Mullen Shares and Mullen SpecialShares;

3.14.4 the articles of New Moveitonline will be amended to cancel the 929576 Alberta SpecialShares; and

3.14.5 the 929576 Alberta Note and the Mullen Note will be set-off against each other in fullsatisfaction of the obligations under each note;

3.15 as a result of the Arrangement:

3.15.1 the former holders of Mullen Shares will hold one New Mullen Share and one MoveitonlineShare for each Mullen Share held by them prior to the Arrangement; and

3.15.2 the former holders of Mullen Options will hold options to acquire an equivalent number ofNew Mullen Shares on the same terms and conditions, with the exception that the per shareexercise price of the options will be reduced in an amount equivalent to the value of aMoveitonline Share;

3.16 the TSE has conditionally approved for listing the New Mullen Shares and Moveitonline Sharesissuable under the Arrangement;

3.17 the Arrangement must be approved by the Court of Queen's Bench of Alberta (the "Court");

3.18 the Court granted an interim order on April 17, 2001 providing, among other things, for a meeting ofthe holders of Mullen Shares (the "Meeting");

3.19 the Meeting will be held on May 28, 2001;

3.20 the Arrangement must be approved by at least 66.6% of the votes cast at the Meeting;

3.21 an information circular prepared in accordance with the Legislation has been provided to the holdersof Mullen Shares in connection with the Meeting;

3.22 the holders of Mullen Shares will be afforded dissent rights under section 184 of the ABCA withrespect to the Arrangement;

3.23 there are no exemptions from the Registration Requirement and Prospectus Requirement availableunder the Legislation of certain of the Jurisdictions with respect to the Trades;

3.24 there is no exemption from the Prospectus Requirement available in certain of the Jurisdictions topermit any person or company or any combination of persons or companies holding a sufficientnumber of any securities of either Mullen or New Moveitonline so as to materially affect the controlof either Mullen or New Moveitonline or more than 20% of the outstanding voting securities of eitherMullen or New Moveitonline, except where there is evidence showing that the holdings of thosesecurities does not affect materially the control of either Mullen or New Moveitonline, (generally, a"Control Person") to trade New Mullen Shares or Moveitonline Shares acquired in connection with theArrangement that have not been held by them for a period of at least six months;

3.25 New Movitonline will become a reporting issuer under the Legislation in Alberta and Saskatchewanas a result of the Arrangement, but will not become a reporting issuer or the equivalent under theLegislation of Manitoba, Ontario or Québec as a result of the Arrangement;

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

5. 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;

6. THE DECISION of the Decision Makers under the Legislation is that the Trades shall not be subject to theRegistration Requirement and Prospectus Requirement, provided that the first trade of any New Mullen Share,New Mullen Option or Moveitonline Share distributed in reliance on this Decision shall be deemed a distributionor primary distribution to the public under the Legislation of the Jurisdiction or Jurisdictions where the tradetakes place (the "Applicable Legislation") unless:

6.2.1 except in Manitoba with respect to a trade of Moveitonline Shares, the issuer of the security is areporting issuer or the equivalent under the Applicable Legislation at the time of the trade;

6.2.2 no unusual effort is made to prepare the market or create a demand for the security;

6.2.3 no extraordinary commission or consideration is paid to a person or company in respect of the trade;

6.2.4 if the seller of the securities is an insider or officer the issuer, the seller has no reasonable groundsto believe that the issuer is in default of any requirement of the Applicable Legislation; and

6.2.5 except in Québec, the trade is not a trade from the holdings of a Control Person of the issuer;

7. THE FURTHER DECISION of the Decision Makers under the Legislation, other than in Québec, is that the firsttrade by a Control Person of Mullen of New Mullen Shares acquired in connection with the Arrangement shallnot be subject to the Prospectus Requirement if:

7.1 the issuer is a reporting issuer or the equivalent under the Legislation of Jurisdiction or Jurisdictionswhere the trade takes place at the time of the trade;

7.2 no unusual effort is made to prepare the market or create demand for the securities;

7.3 no extraordinary commission or consideration is paid to a person or company in respect of the trade;

7.4 the Control Person has held the number of New Mullen Shares to be distributed or an equivalentnumber of Mullen Shares for a combined period of at least six months;

7.5 the Control Person files the following with the Decision Maker in the Jurisdiction or Jurisdictions wherethe trade takes place at least 7 days and not more than 14 days prior to the trade:

7.5.1 a notice of intention to sell in the form prescribed by the Legislation of the Jurisdiction orJurisdictions where the trade takes place, disclosing particulars of the control position knownto him or her, the number of securities to be sold and the method of distribution, and

7.5.2 a declaration:

7.5.2.1 signed by him or her as at a date not more than 24 hours prior to its filing, and

7.5.2.2 certified as follows:

"The seller of the securities that are to be sold to which this certificate relates herebyrepresents that he has no knowledge of any material fact or material change that hasoccurred with respect to the issuer of the securities or its operations that has not beengenerally disclosed and reported to the Securities Commission in the jurisdiction in which thetrade is made, nor has he any knowledge of any other material adverse facts or informationin regard to the issuer or the current and prospective operations of the issuer that have notbeen generally disclosed.";

7.6 within 3 days of the trade, the Control Person files a report of the trade in the form prescribed by theLegislation of the Jurisdiction or Jurisdictions where the trade takes place; and

7.7 the notice and declaration stipulated in paragraph 7.5 is renewed and filed at the end of 60 days afterthe original date of filing and thereafter at the end of each 28 day period:

7.7.1 for so long as any of the securities specified under the original notice have not been sold,or

7.7.2 until notice has been filed that the securities so specified or any part of them are no longerfor sale;

8. THE FURTHER DECISION of the Decision Makers under the Legislation, other than in Québec, is that the firsttrade by a Control Person of New Moveitonline of Moveitonline Shares acquired in connection with theArrangement shall not be subject to the Prospectus Requirement if:

8.1 except in Manitoba, the issuer is a reporting issuer or the equivalent under the Legislation ofJurisdiction or Jurisdictions where the trade takes place at the time of the trade;

8.2 no unusual effort is made to prepare the market or create demand for the securities;

8.3 no extraordinary commission or consideration is paid to a person or company in respect of the trade;

8.4 the Control Person has held the number of Moveitonline Shares to be distributed or an equivalentnumber of Mullen Shares for a combined period of at least six months;

8.5 the Control Person files the following with the Decision Maker in the Jurisdiction or Jurisdictions wherethe trade takes place at least 7 days and not more than 14 days prior to the trade:

8.5.1 a notice of intention to sell in the form prescribed by the Legislation of the Jurisdiction orJurisdictions where the trade takes place, disclosing particulars of the control position knownto him or her, the number of securities to be sold and the method of distribution, and

8.5.2 a declaration:

8.5.2.1 signed by him or her as at a date not more than 24 hours prior to its filing, and

8.5.2.2 certified as follows:

8.6 within 3 days of the trade, the Control Person files a report of the trade in the form prescribed by theLegislation of the Jurisdiction or Jurisdictions where the trade takes place; and

8.7 the notice and declaration stipulated in paragraph 8.5 is renewed and filed at the end of 60 days afterthe original date of filing and thereafter at the end of each 28 day period:

8.7.1 so long as any of the securities specified under the original notice have not been sold, or

8.7.2 until notice has been filed that the securities so specified or any part of them are no longerfor sale;

9. THE DECISION of the Decision Makers under the Legislation in Ontario and Québec is that New Moveitonlineis deemed to be a reporting issuer or the equivalent under the Legislation in Ontario and Québec.

May 28, 2001.

"Glenda A. Campbell" "James E. Allard"