Securities Law & Instruments

Headnote

Mutual Reliance Review System for Exemptive Relief Applications - Issuer has only twosecurity holders - issuer deemed to have ceased being a reporting issuer.

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, NEWFOUNDLAND AND YUKON

AND

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

AND

IN THE MATTER OF
DEVTEK CORPORATION

MRRS DECISION DOCUMENT


WHEREAS the local securities regulatory authority or regulator (the "DecisionMaker") in each of British Columbia, Alberta, Saskatchewan, Ontario, Québec, NovaScotia, Newfoundland and Yukon (the "Jurisdictions") has received an application fromDevtek Corporation ("Devtek") for a decision under the securities legislation of theJurisdictions (the "Legislation") that Devtek be deemed to have ceased to be a reportingissuer or the equivalent under the Legislation;

AND WHEREAS pursuant to the Mutual Reliance Review System for ExemptiveRelief Applications (the "System") the Ontario Securities Commission is the principalregulator for this application;

AND WHEREAS Devtek has represented to the Decision Makers that:

1. Devtek was incorporated under the Ontario Business Corporations Act on November12, 1981 and its head office is located at 100 Allstate Parkway, Suite 500, Markham,Ontario, L3R 6H3;

2. Devtek is a reporting issuer or its equivalent under the Legislation;

3. On May 19, 2000, Héroux Inc. ("Héroux") and 1410740 Ontario Ltd. ("1410740Ontario") made an offer to purchase (the "Offer") all of the issued and outstandingDevtek multiple voting shares ("Devtek MV Shares") and all of the issued andoutstanding Devtek subordinated voting shares ("Devtek SV Shares") (collectivelythe "Shares") including all Devtek SV Shares which may become outstanding on theexercise of currently outstanding stock options or on the exercise of any other rights;

4. As a result of the successful completion of the Offer by Héroux and 1410740 Ontarioand the subsequent exercise of the compulsory acquisition provisions of theBusiness Corporations Act (Ontario), Héroux and 1410740 Ontario became the soleholders of all of the issued and outstanding securities of Devtek on August 28, 2000;

5. As of the date of the application, Héroux owns approximately 20.2% of theoutstanding securities of Devtek and 1410740 Ontario owns approximately 79.8%of the outstanding securities of Devtek.

6. There are no issued and outstanding securities, including debt securities, of Devtekother than the securities held by Héroux and 1410740 Ontario;

7. The securities of Devtek were delisted from the TSE at the close of trading onSeptember 12, 2000 and are not currently listed or quoted on any exchange ormarket in Canada;

8. Devtek does not intend to seek public financing by way of an offer of securities;

9. Devtek is not in default of any of the requirements of the Legislation;

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 inthe Legislation that provides the Decision Maker with the jurisdiction to make the Decisionhas been met;

The Decision of the Decision Makers under the Legislation is that Devtek bedeemed to have ceased to be a reporting issuer or the equivalent under the Legislation.

October 2nd, 2000.

"J. Hughes"