Issuer deemed to have ceased to be reporting issuer under the Act.
Securities Act, R.S.O. 1990, c. S.5, as am., ss 1(1), 6(3) and 83.
R.S.O. 1990, CHAPTER S.5, AS AMENDED (THE "ACT")
IN THE MATTER OF
Med Net (Bermuda) Ltd. ("MNB")
1. WHEREAS MNB has made an application to the Ontario Securities Commission(the "Commission") for an order pursuant to section 83 of the Act to be deemed tohave ceased to be a reporting issuer under the Act:
2. AND WHEREAS it was represented by MNB to the Commission that:
2.1 MNB was formed effective July 31, 2000 by means of an amalgamation (the"Amalgamation") between Conqueror Holdings Ltd. ("Conqueror") and awholly-owned subsidiary of Med Net International Ltd. ("Med Net") under TheCompanies Act, 1981 (Bermuda), as amended;
2.2 MNB has authorized share capital of U.S.$12,000, divided into 12,000common shares at U.S.$1.00 each, of which 12,000 ordinary shares (the"Shares") are currently issued and outstanding;
2.3 Under the Amalgamation, each holder of Conqueror ordinary sharesreceived 0.085 fully paid and non-assessable Med Net ordinary share foreach Conqueror ordinary share held, following which all such Conquerorordinary shares were cancelled;
2.4 As a result of the Amalgamation, Med Net owns all of the Shares of MNBand MNB is a wholly-owned subsidiary of Med Net;
2.5 There are no securities of MNB currently issued other than the Shares;
2.6 Prior to the Amalgamation, Conqueror was a reporting issuer in Ontario andAlberta, and, as a result of the Amalgamation, MNB is a reporting issuer inOntario and Alberta;
2.7 Med Net is a reporting issuer in Ontario and Nova Scotia and its ordinaryshares are listed for trading on The Toronto Stock Exchange and are quotedon the OTC Bulletin Board in the United States;
2.8 The ordinary shares of Conqueror have been discontinued from quotationon the Canadian Dealing Network-OTC; and
2.9 MNB does not intend to make an offering of its ordinary shares to the publicand none of its ordinary shares are listed or quoted on any stock exchangeor quotation system in Canada or elsewhere.
3. AND WHEREAS the Commission is satisfied that to do so would not be prejudicialto the public interest;
4. IT IS HEREBY ORDERED pursuant to section 83 of the Act that MNB be deemedto have ceased to be a reporting issuer under the Act effective the date of thisOrder.
September 29th, 2000.