Securities Law & Instruments


Issuer exempted from the interim financial reporting requirements for first and third quarterof each fiscal year - Exemption terminates upon the occurrence of a material change in thebusiness affairs of the Issuer unless the Commission is satisfied that the exemption shouldcontinue.

Statutes Cited

Securities Act, R.S.O. 1990, c.S.5, as am., ss. 77(1), 79, 80(b)(iii).

R.S.O. 1990, CHAPTER S.5, AS AMENDED (the "Act")



(Subclause 80(b)(iii) of the Act)

UPON the application of MRF 1999 II Limited Partnership (the "Partnership") to theOntario Securities Commission (the "Commission") for an order pursuant tosubclause 80(b)(iii) of the Act exempting the Partnership from the requirements ofsubsection 77(1) and section 79 of the Act to file with the Commission and send to itssecurityholders interim financial statements for each of the first and third quarters of eachof the Partnership's fiscal years;

AND UPON considering the application and the recommendation of the staff of theCommission;

AND UPON the Partnership having represented to the Commission as follows:

1. The Partnership is a limited partnership formed pursuant to the Limited PartnershipsAct (Ontario) on September 7, 1999.

2. The Partnership was formed to invest in certain common shares ("Flow-ThroughShares") of resource companies whose common shares are publicly traded ("PublicResource Companies").

3. The Partnership will enter into agreements ("Resource Agreements") with PublicResource Companies. Under the terms of each Resource Agreement, thePartnership will subscribe for Flow-Through Shares of the Public ResourceCompany and the Public Resource Company will incur and renounce to thePartnership, in amounts equal to the subscription price of the Flow-Through Shares,expenditures in respect of resource exploration which qualify as Canadianexploration expenses and which may be renounced as Canadian explorationexpenses to the Partnership.

4. On November 19, 1999, the director issued a receipt for the prospectus of thePartnership dated November 18, 1999 (the "Prospectus") relating to an offering ofup to 2,000,000 units of the Partnership (the "Partnership Units").

5. The Prospectus contained disclosure that the Partnership intends to apply for anorder from the Commission exempting it from the requirements to file and distributefinancial statements of the Partnership in respect of the first and third quarters ofeach fiscal year of the Partnership.

6. The Partnership Units will not be listed or quoted for trading on any stock exchangeor market.

7. At the time of purchase or transfer of Partnership Units, each purchaser ortransferee consents to the application by the Partnership for an order from theCommission exempting the Partnership from the requirements to file and distributefinancial statements of the Partnership in respect of the first and third quarters ofeach fiscal year of the Partnership.

8. On or about May 31, 2001, the Partnership will be liquidated and the limitedpartners of the Partnership ("Limited Partners") will receive their pro rata share ofthe net assets of the Partnership. It is the current intention of the general partnerof the Partnership to propose prior to the dissolution that the Partnership enter intoan agreement with Middlefield Growth Fund Limited (the "Mutual Fund"), an openend mutual fund, whereby assets of the Partnership would be exchanged for sharesof the Mutual Fund. Upon dissolution, Limited Partners would receive their pro ratashare of the shares of the Mutual Fund.

9. The Limited Partners will obtain adequate financial information concerning thePartnership from the semi-annual financial statements and the annual reportcontaining audited financial statements of the Partnership, together with theauditors' report thereon, distributed to the Limited Partners.

10. Given the limited range of business activities to be conducted by the Partnershipand the nature of the investment of the Limited Partners in the Partnership, theprovision by the Partnership of interim financial statements in respect of the firstand third quarters of each fiscal year of the Partnership will not be of significantbenefit to the Limited Partners and may impose a material financial burden on thePartnership.

AND UPON the Commission being of the opinion that to do so would not beprejudicial to the public interest;

IT IS ORDERED pursuant to subclause 80(b)(iii) of the Act, that the Partnership beexempted from the requirement to file pursuant to subsection 77(1) of the Act and to sendpursuant to section 79 of the Act, interim financial statements for the first and third quartersof each fiscal year of the Partnership, provided that this exemption shall terminate thirtydays after the occurrence of a material change in the affairs of the Partnership unless thePartnership satisfies the Commission that the exemption should continue.

February 18th, 2000.

"J. A. Geller"      "Robert W. Davis"