Abbey Woods Development Ltd. - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications - corporation deemed to have ceased to be areporting issuer following acquisition of all of its outstanding common shares by another corporation under a takeoverbid and subsequent compulsory acquisition.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c.S.5, as am., s.83.

IN THE MATTER OF

THE SECURITIES LEGISLATION

OF ALBERTA AND ONTARIO

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

ABBEY WOODS DEVELOPMENTS LTD.

MRRS DECISION DOCUMENT

1. WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of Alberta andOntario (the "Jurisdictions") has received an application from Abbey Woods Developments Ltd. (the "Filer") fora decision under the securities legislation of the Jurisdictions (the "Legislation") that the Filer be deemed tohave ceased to be a reporting issuer under the Legislation;

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

3. AND WHEREAS the Filer has represented to the Decision Makers that:

3.1 the Filer was formed under the laws of British Columbia, is a reporting issuer in each of theJurisdictions and is not in default of any of the requirements of the Legislation, save and except forthe filing of third quarter interim financial statements for the period ended September 30, 2000 withthe Alberta and Ontario Securities Commissions;

3.2 the Filer's head office is located in Vancouver, British Columbia;

3.3 the authorized capital of the Company consists of 100,000,000 common shares without par value("Common Shares"), of which, as at the date hereof, 20,405,912 Common Shares are issued;

3.4 on June 28, 2000, AWD Acquisition Ltd. ("AWD") made an offer to purchase all of the issued andoutstanding Common Shares of the Filer (the "Take-over Bid") and on July 28, 2000, acquired inexcess of 97% of such Common Shares. Effective October 16, 2000, AWD acquired all of theremaining issued and outstanding Common Shares pursuant to the compulsory acquisition provisionsof the Company Act (British Columbia) (the "Compulsory Acquisition"). As a result of the foregoing,AWD owns 100% of the issued and outstanding securities of the Filer;

3.5 upon the completion of the Take-over Bid, the Common Shares of the Filer were de-listed from TheToronto Stock Exchange and no securities of the Filer are currently listed or quoted on any exchangeor market;

3.6 as a result of the Take-over Bid and Compulsory Acquisition, the Filer has only one security holder;

3.7 the Filer has no other securities, including debt securities, outstanding, save and except for$37,089,076 in debt outstanding to HSBC Canada and $2,800,000 in debt outstanding to AWD, bothas of November 30, 2000; and

3.8 the Filer does not intend to seek public financing by way of an offering of its securities;

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

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

6. THE DECISION of the Decision Makers under the Legislation is that the Filer is deemed to have ceased to bea reporting issuer under the Legislation.

January 22, 2001.

Patricia M. Johnston

Director, Legal Services and Policy Development