Securities Law & Instruments

Headnote

Pursuant to the November 1999 merger of the Alberta Stock Exchange (ASE) and theVancouver Stock Exchange (VSE) under a plan of arrangement under the BusinessCorporations Act (Alberta), members of the merging ASE and VSE exchanged seats inthose exchanges for shares of CDNX. Members are now required to be shareholdersof CDNX. CDNX requested relief from ss.74(1), 25 and 53 of the Act in relation tothese shares so that members may from time to time transfer the shares to current ornew members and CDNX may issue shares to members from treasury. Relief wasgranted on the basis that CDNX intends to remain a not-for-profit corporation, theCDNX Board of Directors must approve any transfer of the shares and any change inshare structure is subject to the oversight of the ASC and BCSC. A first trade in theshares is deemed to be a distribution under the Act unless the trade is made betweenmembers or to a prospective member.

Statutes Cited

Securities Act (Ontario) R.S.O., c.S.5 as am. ss. 74, 25, and 53


IN THE MATTER OF THE SECURITIES LEGISLATIONOF ALBERTA, BRITISH COLUMBIA AND ONTARIO

AND

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

AND

IN THE MATTER OF
CANADIAN VENTURE EXCHANGE INC.

MRRS DECISION DOCUMENT


1. WHEREAS the local securities regulatory authority or regulator (the "DecisionMaker") in each of Alberta, British Columbia and Ontario (the "Jurisdictions")has received an application from Canadian Venture Exchange Inc. (the "Filer")for a decision under the securities legislation of the Jurisdictions (the"Legislation") that the registration and prospectus requirements contained in theLegislation shall not apply to intended trades in shares of the Filer;

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

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

3.1 the Filer was incorporated as a corporation under the BusinessCorporations Act (Alberta) on October 29, 1999;

3.2 by virtue of the merger of the Vancouver Stock Exchange (the "VSE") andThe Alberta Stock Exchange (the "ASE") on November 26, 1999, the Filerhas an authorized share capital of an unlimited number of Class A votingcommon shares ("Class A Shares") and an unlimited number of Class Bnon-voting common shares ("Class B Non-Voting Shares" andcollectively, with the Class A Shares, the "Shares") and issued Class AShares to all members of the VSE and ASE that existed immediately priorto the merger (other than dissenting members) and Class B Non-VotingShares to any members that held more than an aggregate of two seats ofthe VSE and ASE;

3.3 the Filer is not and does not currently intend to become a reporting issuerin any jurisdiction in Canada;

3.4 the Shares are not currently listed on any exchange and are not expectedto trade over the-counter in any jurisdiction and the Filer has no presentintention to apply for a listing of the Shares;

3.5 the Filer, from time to time, intends to issue Shares from treasury to newmembers for which no statutory exemption is available;

3.6 individual members, from time to time, may wish to sell Shares to eithercurrent members or new members for which no statutory exemption isavailable;

3.7 membership in the Filer is restricted and the Articles, By-laws and Rulesof the Filer contain restrictions on the holding and transfer of Shares. Anytransfer of Shares requires the approval of the board of directors of theFiler;

3.8 the Filer has no current plans to change its share structure;

3.9 the Filer is not in default of securities legislation in any of theJurisdictions;

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

5. AND WHEREAS each of the Decision Makers is satisfied that the test containedin the Legislation that provides the Decision Maker with the jurisdiction to makethe Decision has been met;

6. THE DECISION of the Decision Makers under the Legislation is that theregistration and prospectus requirements in the Legislation shall not apply to:

6.1 distributions of Shares to members or prospective members of the Filerprovided that first trades in Shares shall be a distribution under theLegislation unless such trades are made between members or from amember to a prospective member,

and further provided that such distributions and trades in Shares receive priorapproval of the board of directors of the Filer.

DATED at Calgary, Alberta this 14th day of April, 2000.

"Glenda A. Campbell"     "Eric T. Spink"