A.R.C. Resins International Corp. - s. 83

WHEREAS the Ontario Securities Commission (the Commission) has received an application from A.R.C. Resins International Corp. (ARC) for an order under the Act that ARC be deemed to have ceased to be a reporting issuer;

AND WHEREAS simultaneously with its application to the Commission, ARC has filed a Notice of Voluntary Surrender of Reporting Issuer Status with the British Columbia Securities Commission;

AND WHEREAS ARC has represented to the Commission that:

1.Pursuant to an acquisition agreement (Acquisition Agreement) dated October 30, 2000, Tembec Industries Inc. (Tembec) agreed to acquire all of the outstanding securities of ARC by way of a plan of arrangement (the Arrangement) under section 252 of the British Columbia Companies Act. On December 18, 2000, Tembec's rights pursuant to the Acquisition Agreement were assigned to 3iO Corp. (3iO), a wholly-owned subsidiary of Tembec.

2.The Arrangement was approved by Interim Order of the Supreme Court of British Columbia (the BCSC) on November 2, 2000. It was subsequently approved by special majority of the shareholders of ARC at an Extraordinary General Meeting held on December 18, 2000, and then by Final Order of the BCSC on December 20, 2000. The Arrangement became effective on December 28, 2000.

3.The authorized capital of ARC consists of 101,000,000 shares divided into: (i) 100,000,000 common shares without par value, of which 31,187,663 common shares are outstanding, all of which are all held by 3iO; and (ii) 1,000,000 preferred shares of which none are outstanding.

4.Trading of the securities of ARC was suspended by the British Columbia Securities Commission and by the Commission in 1997. The cease trade orders were revoked by final orders of the British Columbia Securities Commission and the Commission on December 28, 2000 to permit the completion of the Arrangement.

5.ARC is a reporting issuer not in default of any requirements of the Act.

AND WHEREAS the Commission is of the opinion that it is in the public interest to make this Order;

IT IS ORDERED pursuant to Section 83 of the Act that ARC is deemed to have ceased to be a reporting issuer in Ontario.

January 25, 2001.

John Hughes