Prada Holdings Ltd. - MRRS Decision

Headnote

ApplicableOntario Statutory Provisions

INTHE MATTER OF

THESECURITIES LEGISLATION

OFALBERTA, SASKATCHEWAN, ONTARIO AND QUÉBEC

AND

INTHE MATTER OF

THEMUTUAL RELIANCE REVIEW SYSTEM

FOREXEMPTIVE RELIEF APPLICATIONS

AND

INTHE MATTER OF

PRADAHOLDINGS LTD.

MRRSDECISION DOCUMENT

1.WHEREAS the local securities regulatory authorityor regulator (the "Decision Maker") in each of Alberta, Saskatchewan,Ontario and Quebec (the "Jurisdictions") has received an applicationfrom Prada Holdings Ltd. ("Prada") for a decision under thesecurities legislation of the Jurisdictions (the "Legislation")that Prada cease to be a reporting issuer or the equivalentthereof under the Legislation;

2.AND WHEREAS pursuant to the Mutual RelianceReview System for Exemptive Relief Applications (the "System")the Alberta Securities Commission is the principal regulatorfor this application;

3.AND WHEREAS Prada has represented to the DecisionMakers that:

3.1 Prada is a corporation amalgamated under the BusinessCorporations Act (Yukon), as amended;

3.2 Prada is a reporting issuer or the equivalent under theLegislation;

3.3 Prada is not in default of any requirement under the Legislation;

3.4 Prada is authorized to issue an unlimited number of commonshares and an unlimited number of class A redeemable preferredshares. There are 79,500,001 common shares currently issuedand outstanding, all of which are held by MFC Bancorp Ltd. ("MFC"),and no class A redeemable preferred shares are outstanding;

3.5 Prada was formed by the amalgamation (the "Amalgamation")on October 23, 2001 of Prada Holdings Ltd. ("Old Prada") anda wholly-owned subsidiary of MFC;

3.6 under the Amalgamation, each holder of common shares ofOld Prada received one class A redeemable preferred share ofPrada for each common share of Old Prada held, following whichall such common shares of Old Prada were canceled. Each of theoutstanding class A redeemable preferred shares of Old Pradawas redeemed immediately following the Amalgamation for $0.05per class A redeemable preferred share;

3.7 in 1987, Old Prada issued certain debentures (the "Debentures")by private placement in 1987, which Debentures are currentlyoutstanding in the aggregate principal amount of approximately$27.6 million. MFC beneficially owns 75% of the issued and outstandingDebentures. The remaining 25% of the issued and outstandingDebentures are beneficially owned by a resident of Hong Kong.Other than MFC, there are no Debenture holders in the Jurisdictionsor in any province or territory of Canada;

3.8 as Old Prada was a reporting issuer or the equivalent inthe Jurisdictions at the time of the Amalgamation, Prada becamea reporting issuer or the equivalent in the Jurisdictions asa result of the Amalgamation;

3.9 Prada does not intend to make an offering of its securitiesto the public and none of its securities are listed or quotedon any exchange or quotation system in Canada or elsewhere;

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

5.AND WHEREAS each of the Decision Makers issatisfied that the test contained in the Legislation that providesthe Decision Maker with the jurisdiction to make the Decisionhas been met;

6.THE DECISION of the Decision Makers under theLegislation is that Prada is deemed to have ceased to be a reportingissuer or the equivalent thereof under the Legislation.