Commission Approval of Amendment: Certain Reporting Issuers

NOTICE OF AMENDMENT TO RULES UNDER THE SECURITIES ACT

IN THE MATTER OF CERTAIN REPORTING ISSUERS

Notice of Amendments

The Commission has, under section 143 of the Securities Act (the "Act"), amended two rules, each entitled In the Matter of Certain Reporting Issuers (1997), 20 OSCB 1218 and In the Matter of Certain Reporting Issuers (1997), 20 OSCB 1219, each as amended by (1999), 22 OSCB 151, (2000), 23 OSCB 289, and (2000) 23 OSCB 8244 (the "Rules"). The amendments extend the expiration date of each of the Rules from July 1, 2002 to December 31, 2003. These amendments, however, do not materially change the Rules and, accordingly, under section 143.2 of the Act, the Commission has not published the amendments for comment.

The amendments and the material required by the Act to be delivered to the Minister of Finance were delivered on April 3, 2002. If the Minister does not approve the amendments, reject the amendments, or return them to the Commission for further consideration by June 2, 2002, the amendments will come into force on June 17, 2002. If the Minister approves the amendments, they will come into force 15 days after they are approved.

Substance and Purpose of Amendments

The Rules replace the three deemed rules entitled In the Matter of Certain Reporting Issuers (1980), OSCB166, as amended, In the Matter of Certain Reporting Issuers (1984), 7 OSCB 1913, as amended, and In the Matter of Certain Reporting Issuers (1984), 7 OSCB 3247, as amended. Each of the Rules provides that it will expire on the earlier of the date on which a new rule intended to replace it comes into force and July 1, 2002.

The Commission had planned on implementing a new rule, proposed Rule 72-502 Continuous Disclosure and other Exemptions relating to Foreign Issuers (proposed Rule 72-502), that would have replaced and updated the Rules, before July 1, 2002. Proposed Rule 72-502 was published for comment on October 12, 2001. The Commission no longer intends to implement proposed Rule 72-502 as the members of the Canadian Securities Administrators (the CSA) have agreed to implement a national rule substantially the same as proposed Rule 72-502. It is in the interest of issuers and investors to have one national approach rather than a local rule in Ontario and other rules elsewhere. The Commission is working with the other members of the CSA to implement a similar national rule. This proposed national rule is expected to be in place in the first half of 2003.

The purpose of the amendments is to extend the expiration date of each of the Rules from July 1, 2002 to December 31, 2003 in order to allow the Commission time to publish the proposed national rule, consider the comments received, if any, and finalize the proposed national rule.

Text of Amendments

The text of the amendments follows.

April 5, 2002.

AMENDMENT TO ONTARIO SECURITIES COMMISSION RULE
IN THE MATTER OF CERTAIN REPORTING ISSUERS