Securities Law & Instruments

Headnote

Mutual Reliance Review System for Exemptive Relief Applications - Issuer has onlyone security holder - 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 ALBERTA AND ONTARIO

AND

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

AND

IN THE MATTER OF
YFMC HEALTHCARE INC.

MRRS DECISION DOCUMENT


WHEREAS the local securities regulatory authority or regulator (the "DecisionMaker") in each of the provinces of Alberta and Ontario (the "Jurisdictions") has receivedan application from YFMC Healthcare Inc. ("YFMC") for a decision under the securitieslegislation of each of the Jurisdictions (the "Legislation") that YFMC be deemed to haveceased to be a reporting issuer under the Legislation;

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

AND WHEREAS YFMC has represented to the Decision Maker that:

1. YFMC was formed by articles of incorporation under the laws of Alberta onFebruary 28, 1996 as Transpacific Minerals Inc., changed its name to YFMC onJune 12, 1998 and continued into Ontario pursuant to articles of continuance onNovember 4, 1998. YFMC is a reporting issuer under the Legislation and its headoffice is located in Ontario.

2. YFMC's authorized capital consists of an unlimited number of common shares, anunlimited number of first preferred shares issuable in series and an unlimitednumber of second preferred shares issuable in series. As of September 8, 2000,11,399,012 common shares, 1,000,000 first preferred shares and no secondpreferred shares were issued and outstanding.

3. Pursuant to a take-over bid, Med-Emerg International Inc. ("MEII") acquiredapproximately 94% of the outstanding common shares and first preferred shares(the "Shares") of YFMC and subsequently acquired on January 21, 2000, afterusing the compulsory acquisition provisions of the Business Corporations Act(Ontario), the remaining Shares of YFMC not tendered under the take-over bid, andbecame the sole holder of the securities of YFMC.

4. YFMC has no securities outstanding other than the Shares. The common sharesof YFMC were delisted from the Canadian Venture Exchange at the close of tradingon December 22, 1999 and the securities of YFMC are not listed or quoted on anyexchange or organized market.

5. YFMC does not currently intend to seek public financing by way of an issue ofsecurities.

6. Other than a failure to file its December 31, 1999 annual financial statements andannual information form (which were due May 19, 2000), its March 31, 2000 interimfinancial statements (which were due May 30, 2000) and its June 30, 2000 interimfinancial statements (which were due August 29, 2000), YFMC is not in default ofthe Legislation in any of the Jurisdictions.

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 YFMC is deemedto have ceased to be a reporting issuer under the Legislation.

October 17th, 2000.

"J. Hughes"