Unicorp Inc.

May 25, 2001

MRRS Decision

Headnote

Dutch action issuer bid - With respect to securities tendered at or below the clearing price, offer providing for full take-upof and payment for shares tendered by odd lot holders, as well as additional purchases from certain shareholders inorder to prevent the creation of odd lots - Offeror exempt from the requirement in the legislation to take up and pay forsecurities proportionately according to the number of securities deposited by each securityholder and the associateddisclosure requirement - Offeror also exempt from the requirement to disclose the exact number of shares it intends topurchase.

Statutes Cited

Securities Act, R.S.O. 1990, s. S. 5, as am., ss. 95(7) and 104(2)(c).

Regulations Cited

Regulation made under the Securities Act, R.R.O. 1990, Reg. 1015, as am., s. 189(b) and Items 2 and 9 of Form 33.

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO AND QUEBEC

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM FOR

EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

UNICORP INC.

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of Ontario andQuebec (collectively, the "Jurisdictions") has received an application (the "Application") from Unicorp Inc. ("Unicorp") fora decision pursuant to the securities legislation of the Jurisdictions (the "Legislation") that, in connection with theproposed purchase by Unicorp of a portion of its outstanding Class A shares (the "Class A Shares") pursuant to an issuerbid (the "Offer"), Unicorp be exempt from the requirements in the Legislation to:

(1) take up and pay for securities proportionately according to the number of securities deposited and notwithdrawn by each securityholder (the "Proportionate Take-up and Payment Requirement");

(2) provide disclosure in the issuer bid circular (the "Circular") of such proportionate take-up and payment (the"Associated Disclosure Requirement"); and

(3) state the number of securities sought under the Offer (the "Number of Securities Requirement");

AND WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Relief Applications (the"System"), the Ontario Securities Commission is the principal regulator for the Application;

AND WHEREAS Unicorp has represented to the Decision Makers as follows:

1. Unicorp is governed by the Business Corporations Act (Ontario) (the "OBCA"), is a reporting issuer in each ofthe Jurisdictions and is not in default of any requirement of the Legislation in the Jurisdictions. Unicorp is alsoa reporting issuer in each of British Columbia, Alberta, Saskatchewan, Manitoba and Newfoundland. Unicorp'shead office is located in Ontario.

2. Unicorp's authorized capital consists of an unlimited number of Class I Preference Shares issuable in series,Class II Preference Shares issuable in series, Class III Preference Shares issuable in series, Class A Shares,Class B shares (the "Class B Shares") and common shares. As at April 11, 2001, there were 9,112,651 ClassA Shares and 1,003,444 Class B Shares issued and outstanding.

3. The Class A Shares and Class B Shares are listed and posted for trading on The Toronto Stock Exchange (the"TSE"). On April 16, 2001, the last full trading day prior to the announcement of the Offer, the closing priceper Class A Share on the TSE was $11.20. Based upon such closing price, the Class A Shares had anaggregate market value of approximately $102 million on April 16, 2001.

4. Holders of Class A Shares (collectively, the "Class A Shareholders") are entitled, voting separately as a class,to elect two members of Unicorp's board of directors (the "Unicorp Board") but otherwise do not have the rightto vote as shareholders other than as specifically provided for in the OBCA. Holders of Class B Shares areentitled, voting separately as a class, to elect the other directors and vote on all other matters that come beforea meeting of shareholders. Currently, the Unicorp Board consists of five members.

5. Westcliff Management Services Inc. ("Westcliff") owns 1,000,000 Class A Shares representing approximately11% of the class and 300,000 Class B Shares representing approximately 30% of the class. Westcliff is aprivate company controlled by Ian Cockwell, the chief executive officer and a director of Unicorp. Unicorp hasbeen advised by Westcliff that it does not intend to tender any Class A Shares to the Offer. Accordingly, ifUnicorp takes up and pays for 2,000,000 Class A Shares under the Offer, Westcliff would own 14% of theoutstanding Class A Shares.

6. BrasPower Equities Inc. ("BrasPower"), an indirect subsidiary of Brascan Corporation ("Brascan"), owns2,374,320 Class A Shares representing approximately 26% of the class. Unicorp has been advised byBrasPower that it may tender up to 1,500,000 Class A Shares to the Offer. If Unicorp takes up and pays for2,000,000 Class A Shares under the Offer, BrasPower would own approximately:

(a) 12.3% of the class, if BrasPower tendered 1,500,000 Class A Shares to the Offer and all such ClassA Shares were taken up and paid for; and

(b) 33.4% of the class, if BrasPower did not tender any Class A Shares to the Offer.

7. EdperPartners Limited ("EdperPartners") owns 750,000 Class A Shares representing approximately 8% of theclass and 458,092 Class B Shares representing approximately 45.7% of the class. EdperPartners is aninvestment holding company with 34 shareholders, none holding more than a 15% equity interest in suchcompany. Messrs. Dunford, a director and officer of Unicorp, and Cockwell are shareholders of EdperPartners.Edperpartners and its shareholders collectively own, directly or indirectly, exercise control or direction over orhave options to acquire approximately 12% of the outstanding Class A limited voting shares and 100% of theoutstanding Class B limited voting shares of Brascan. Unicorp has been advised by EdperPartners that it doesnot intend to tender any Class A Shares to the Offer. If Unicorp takes up and pays for 2,000,000 Class AShares under the Offer, EdperPartners would own 10.5% of the class.

8. In connection with the Offer, the Unicorp Board retained The Hathaway Corporation ("Hathaway") to providean independent valuation of the Class A Shares (the "Valuation"). In the Valuation, Hathaway determined thatthe fair market value of the Class A Shares is between $11.06 and $12.15 per Class A Share.

9. Pursuant to the Offer, Unicorp proposes to acquire approximately 2,000,000 Class A Shares, representingapproximately 22% of the class, in accordance with the following modified Dutch auction procedure (the"Procedure"), as disclosed in the Circular sent by Unicorp to each Class A Shareholder:

(a) The Circular specifies that the aggregate number of Class A Shares (the "Specified Number") thatUnicorp intends to purchase under the Offer is 2,000,000, excluding any Class A Shares that Unicorpintends to purchase in accordance with the procedures described in subparagraph 9(l) below.

(b) The Circular specifies that the range of prices (the "Range") within which Unicorp is prepared topurchase Class A Shares under the Offer is $10.00 to $11.50 per Class A Share.

(c) Class A Shareholders wishing to tender to the Offer will be able to specify the lowest price within theRange at which they are willing to sell their Class A Shares (an "Auction Tender").

(d) Class A Shareholders wishing to tender to the Offer but not wishing to make an Auction Tender mayelect to be deemed to have tendered at the Clearing Price determined in accordance withsubparagraph 9(f) below (a "Purchase Price Tender").

(e) All Class A Shares tendered by Class A Shareholders who fail to specify any tender price for suchClass A Shares and fail to indicate that they have tendered their Class A Shares pursuant to aPurchase Price Tender will be considered to have been tendered pursuant to a Purchase PriceTender.

(f) The purchase price (the "Clearing Price") of the Class A Shares tendered to the Offer and notwithdrawn will be the lowest price that will enable Unicorp to purchase the Specified Number of ClassA Shares and will be determined based upon the number of Class A Shares tendered and notwithdrawn pursuant to an Auction Tender at each price within the Range and the number of Class AShares tendered and not withdrawn pursuant to a Purchase Price Tender, with each Purchase PriceTender being considered a tender at the lowest price in the Range for the purpose of calculating theClearing Price.

(g) The aggregate amount that Unicorp will spend pursuant to the Offer will not be ascertained until theClearing Price is determined.

(h) All Class A Shares tendered at prices above the Clearing Price will be returned to the appropriateClass A Shareholders.

(i) All Class A Shares tendered by Class A Shareholders who specify a tender price for such tenderedClass A Shares that falls outside the Range will be considered to have been improperly tendered, willbe excluded from the determination of the Clearing Price, will not be purchased by Unicorp and willbe returned to the appropriate Class A Shareholders.

(j) If the aggregate number of Class A Shares validly tendered to the Offer and not withdrawn is less thanor equal to the Specified Number, Unicorp will take up and pay for all Class A Shares so deposited.

(k) If the aggregate number of Class A Shares validly tendered to the Offer at or below the Clearing Priceand not withdrawn exceeds the Specified Number (an "Over-Subscription"), Unicorp will take up andpay for such tendered Class A Shares on a pro rata basis. Subject to paragraph 9(l) below, any ClassA Shares validly tendered to the Offer at or below the Clearing Price, not withdrawn and not taken upby Unicorp in accordance with this procedure will be returned to the appropriate Class A Shareholders.

(l) If an Over-Subscription occurs and in order to avoid the creation of "odd lots" as a result of proration,the number of Class A Shares to be purchased from each Class A Shareholder who validly tendersClass A Shares at or below the Clearing Price and does not withdraw such Class A Shares will berounded up as follows. In addition to the Specified Number, Unicorp will purchase an additionalnumber of Class A Shares at the Clearing Price from each such tendering Class A Shareholder equalto the minimum number of Class A Shares necessary such that the number of Class A Shares notpurchased from such Class A Shareholder as a result of proration (the "Return Number") will be awhole multiple of 100, except that, if the Return Number for any such Class A Shareholder is less than100, Unicorp will purchase from each such Class A Shareholder that number of Class A Shares equalto the Return Number. Multiple tenders by a Class A Shareholder at or below the Clearing Price willbe aggregated for this purpose.

10. Prior to the expiry of the Offer, all information regarding the number of Class A Shares tendered and the pricesat which such Class A Shares are tendered will be kept confidential, and the depositary will be directed byUnicorp to maintain such confidentiality until the Clearing Price is determined.

11. Unicorp expects that, following successful completion of the Offer:

(a) Unicorp would continue to satisfy the TSE's rules and regulations relating to the continued listing ofthe Class A Shares; and

(b) there would be a market for beneficial owners of the Class A Shares who did not tender to the Offerthat was not materially less liquid than the market that existed at the time the Offer was made.

12. Since the Offer is for fewer than all the Class A Shares, if the number of Class A Shares tendered to the Offerat or below the Clearing Price and not withdrawn exceeds the Specified Number, the Proportionate Take-upand Payment Requirement would require Unicorp to take up and pay for deposited Class A Sharesproportionately, according to the number of Class A Shares deposited and not withdrawn by each Class AShareholder. In addition, the Associated Disclosure Requirement would require disclosure in the Circular thatUnicorp would, if Class A Shares tendered to the Offer and not withdrawn exceeded the Specified Number, takeup such Class A Shares proportionately according to the number of Class A Shares tendered and notwithdrawn by each Class A Shareholder.

13. Unicorp cannot comply with the Number of Securities Requirement because it cannot specify the number ofClass A Shares it will acquire pursuant to the procedure described in paragraph 9(l) above.

14. The Circular:

(a) discloses the mechanics for the take-up of and payment for, or the return of, Class A Shares asdescribed in paragraph 9 above;

(b) explains that, by tendering Class A Shares at the lowest price in the Range or pursuant to a PurchasePrice Tender, a Class A Shareholder can reasonably expect that the Class A Shares so tendered willbe purchased at the Clearing Price, subject to proration as described in paragraph 9 above;

(d) except to the extent exemptive relief is granted by this decision, contains the disclosure prescribedby the Legislation for issuer bids;

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

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

THE DECISION of the Decision Makers in the Jurisdictions pursuant to the Legislation is that, in connectionwith the Offer, Unicorp is exempt from the Proportionate Take-up and Payment Requirement, the Associated DisclosureRequirement and the Number of Securities Requirement, provided that Class A Shares tendered to the Offer and notwithdrawn are taken up and paid for, or returned to Class A Shareholders, in accordance with the Procedure.

May 25, 2001.

"J. A. Geller" "R. Stephen Paddon"