Commission Approval of Amendment: Going Private Transactions

Notice of Amendment

The Commission has, under section 143 of the Securities Act (the "Act"), amended the ruleentitled In the Matter of Going Private Transactions (1997), 20 OSCB 1219, as amendedby (1998), 21 OSCB 2337 (the "Rule"). The amendment extends the expiration date of theRule from December 31, 1998 to December 31, 1999. This amendment however, does notmaterially change the Rule and, accordingly, under section 143.2 of the Act, theCommission has not published the Rule for comment.

The amendment and the material required by the Act to be delivered to the Minister ofFinance were delivered on December 11, 1998. If the Minister does not approve theamendment, reject the amendment or return it to the Commission for further consideration,the amendment will come into force on February 24, 1999. If the Minister does approvethe amendment, the amendment will come into force 15 days after it is approved.

Substance and Purpose of Amendment

The Rule replaced the deemed rule entitled In the Matter of Going Private Transactions(1993), 16 OSCB 3428.

The Rule provides that it will expire on the earlier of the date on which a new rule intendedto replace it comes into force and December 31, 1998. Proposed Rule 61-501 InsiderBids, Issuer Bids, Going Private Transactions and Related Party Transactions, which isintended to replace the Rule, is being republished for comment shortly. The purpose ofthe amendment is to extend the expiration date from December 31, 1998 to December 31,1999 in order to permit the statutorily required republication for comment of proposed Rule61-501, the subsequent consideration of those comments by the Commission and its staffand the review of proposed Rule 61-501 by the Minister.

Text of Amendment

The text of the amendment follows.

1.1 Amendment - The Rule entitled In the Matter of Going Private Transactions isamended by deleting "December 31, 1998" in the last sentence and replacing it with"December 31, 1999."