Securities Law & Instruments


Headnote

Mutual Reliance Review System - Issued deemed to have ceased to be a reporting issuer -Issuer has one security holder.

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 BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,ONTARIO, QUÉBEC, NOVA SCOTIA AND NEWFOUNDLAND

AND

IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF
PEELBROOKE CAPITAL INC.

MRRS DECISION DOCUMENT


WHEREAS the local securities regulatory authority or regulator (the "Decision Maker")in each of the provinces of British Columbia, Alberta, Saskatchewan, Ontario, Québec, NovaScotia and Newfoundland (the "Jurisdictions") has received an application from PeelbrookeCapital Inc. (the "Filer") for a decision under the securities legislation of the Jurisdictions (the"Legislation") that the Filer be deemed to have ceased to be a reporting issuer under theLegislation;

AND WHEREAS under the Mutual Reliance Review System for Exemptive ReliefApplications (the "System"), the Ontario Securities Commission is the principal regulator for thisapplication;

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

1. The Filer is a corporation existing under the Canada Business Corporations Act with itshead office located in the Province of Ontario and is a reporting issuer under theLegislation.

2. The authorized capital of the Filer consists of an unlimited number of common shares("Peelbrooke Shares") of which 5,102,026 Peelbrooke Shares are outstanding as of thedate hereof.

3. The Filer is not in default of any requirements of the Legislation.

4. On November 12, 1999, Dundee Bancorp Inc. ("Dundee Bancorp") and Dundee WealthManagement Inc. ("Dundee Wealth") made a joint offer (the "Offer") to purchase all of thePeelbrooke Shares other than those Peelbrooke Shares owned by Dundee Bancorp,Dundee Wealth and their respective affiliates.

5. Pursuant to the Offer and the subsequent acquisition of Peelbrooke Shares inaccordance with the compulsory acquisition provisions of Canada Business CorporationsAct, Dundee Bancorp and Dundee Wealth acquired all of the Peelbrooke Shares notowned by Dundee Bancorp, Dundee Wealth and their respective affiliates.

6. Dundee Bancorp and Dundee Wealth have effected a reorganization transactionpursuant to which all of the Peelbrooke Shares owned by Dundee Bancorp following thecompletion of the Offer and the compulsory acquisition of Peelbrooke Shares weretransferred to Dundee Wealth and, as a result, Dundee Wealth currently owns all of theoutstanding Peelbrooke Shares.

7. The Peelbrooke Shares were delisted from the Winnipeg Stock Exchange following theclose of trading on January 10, 2000 and are not currently listed or quoted on any stockexchange or market.

8. Other than the outstanding Peelbrooke Shares, no other securities of Peelbrooke areoutstanding and it is not intended that Peelbrooke seek public financing by way of theissuance of securities.

AND WHEREAS under the System, this MRRS Decision Document evidences thedecision of each Decision Maker (collectively the "Decision");

AND WHEREAS each of the Decision Makers is satisfied that the test contained in theLegislation that provides the Decision Maker with the jurisdiction to make the Decision has beenmet;

The Decision of the Decision Makers under the Legislation is that the Filer is deemed tohave ceased to be a reporting issuer under the Legislation.

February 29th, 2000.

"Iva Vranic"