Toromont Industries Ltd. et al.

MRRS Decision

Headnote

MRRS - Issuer is a connected issuer, but not a related issuer, in respect of registrants that are underwriters in proposeddistribution of units by the issuer - Underwriters exempt from the independent underwriter requirement in the legislationprovided that issuer not in financial difficulty.

Applicable Ontario Regulations

Regulation made under the Securities Act, R.R.O. 1990, Reg. 1015, as am.,ss. 219(1), 224(1)(b) and 233.

Applicable Ontario Rules

Proposed Multi-Jurisdictional Instrument 33-105 Underwriting Conflicts (published for comment February 6, 1998).

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO, BRITISH COLUMBIA AND QUÉBEC

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

TD SECURITIES INC. AND CIBC WORLD MARKETS INC.,

AND

TOROMONT INDUSTRIES LTD.

MRRS DECISION DOCUMENT

WHEREAS the securities regulatory authority or regulator (the "Decision Maker") in each of Ontario, BritishColumbia and Québec (the "Jurisdictions") has received a application from TD Securities Inc. ("TDSI") and CIBC WorldMarkets Inc. ("CIBCWM") (collectively, the "Filers") for a decision, pursuant to the securities legislation of theJurisdictions (the "Legislation"), that the requirement (the "Independent Underwriter Requirement") contained in theLegislation which restricts a registrant from acting as an underwriter in connection with a distribution of securities of anissuer made by means of prospectus, where the issuer is a connected issuer (or the equivalent) of the registrant unlessa portion of the distribution at least equal to that portion underwritten by non-independent underwriters is underwrittenby an independent underwriter, shall not apply to the Filers in respect of a proposed distribution (the "Offering") ofcommon shares (the "Offered Securities") of Toromont Industries Ltd. (the "Issuer"), pursuant to a short form prospectus(the "Prospectus");

AND WHEREAS pursuant to 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 Filers have represented to the Decision Makers that:

1. The Issuer is a reporting issuer under the Legislation of each Jurisdiction and is not in default of anyrequirements of the Legislation.

2. The Issuer currently has operations in Canada and the United States in the sale and servicing of constructionequipment, power generation, refrigeration and process systems.

3. The common shares of the Issuer are listed on The Toronto Stock Exchange.

4. The head office of the lead underwriter for the Offering is in Toronto, Ontario.

5. The Issuer filed a preliminary short form prospectus dated May 25, 2001 (the "Preliminary Prospectus") in theJurisdictions.

6. The Filers, along with Raymond James Ltd. and Canaccord Capital Corporation are proposing to act asunderwriters in connection with the Offering.

7. The Toronto-Dominion Bank and Canadian Imperial Bank of Commerce (collectively, the "Banks") haveextended to the Issuer, under unsecured credit facilities, funds in the aggregate amount of approximately $100million (the "Loans"). The Issuer is in compliance with the terms of these credit facilities.

8. The nature of the relationship among the Issuer and the Filers has been described in the PreliminaryProspectus and will be described in the Prospectus.

9. The Banks did not and will not participate in the decision to make the Offering or in the determination of itsterms.

10. The Filers will not benefit in any manner from the Offering other than the payment of their underwriting fees inconnection with the Offering.

11. By virtue of the Loans, the Issuer may, in connection with the Offering, be considered a connected issuer (orthe equivalent) of each of TDSI and CIBCWM.

12. The Issuer is not a related issuer (or the equivalent) of the Filers or of any of the other members of theunderwriting syndicate.

13. The nature and details of the relationship between the Issuer and the Filers will be described in the Prospectus.The Prospectus will contain the information specified in Appendix "C" of draft Multi-Jurisdictional Instrument33-105 Underwriting Conflicts (the "Proposed Instrument").

14. The Issuer is not a "specified party" as defined in the Proposed Instrument.

AND WHEREAS pursuant to the System this MRRS Decision Document evidences the decision of eachDecision Maker (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, under the Legislation, is that the Independent UnderwriterRequirement shall not apply to the Filers in connection with the Offering provided the Issuer is not a related issuer, asdefined in the Proposed Instrument, to the Filers at the time of the Offering and is not a specified party, as defined inthe Proposed Instrument, at the time of the Offering.

June 1, 2001.

"Paul M. Moore"       "R. Stephen Paddon"