Robert Mitchell Inc. - MRRS Decision

MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications - pursuant to a take-over bid and subsequentstatutory amalgamation, issuer has only one 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

ONTARIO AND QUEBEC

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM FOR

EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

ROBERT MITCHELL INC.

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of Ontario andQuebec (the "Jurisdictions") has received an application from Robert Mitchell Inc. (the "Filer"), a company continuingfrom the amalgamation of predecessor Robert Mitchell Inc. and Marshall-Barwick Properties Inc., for a decision pursuantto the securities legislation of the Jurisdictions (the "Legislation") that the Filer be deemed to have ceased to be areporting issuer for the purposes of the Legislation;

AND WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Relief Applications (the"System"), the Ontario Securities Commission is the principal regulator for this application;

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

1. The Filer is a corporation amalgamated under the laws of Canada and its registered office is located at 100Sheppard Avenue East, Suite 940, North York, Ontario.

2. The Filer is a reporting issuer in the Jurisdictions and is not in default of any requirements under the Legislation.

3. Pursuant to a take-over bid and a subsequent compulsory acquisition under the Canada Business CorporationsAct (the "CBCA"), Marshall-Barwick Properties Inc. (the "Offeror") acquired all of the Class "B" Shares and over73% of the outstanding Class "A" Shares in the capital of Robert Mitchell Inc. ("Robert Mitchell"), a predecessorcorporation to the Filer.

4. On December 20, 2000, Robert Mitchell held a special meeting of holders of the Class "A" Shares at which anextraordinary resolution was passed authorizing the amalgamation (the "Amalgamation") of Robert Mitchell withthe Offeror by way of a statutory plan of amalgamation under the CBCA. On January 3, 2001, as a result ofthe Amalgamation, the Filer became a wholly-owned subsidiary of Marshall-Barwick Inc.

5. Prior to the Amalgamation, Robert Mitchell had been a reporting issuer under the Legislation for at least twelvemonths and, as a result of the Amalgamation, the Filer became a reporting issuer in each of the Jurisdictions.

6. The Class "A" Shares and Class "B" Shares of Robert Mitchell were delisted from trading on The Toronto StockExchange on January 9, 2001 and November 30, 2000, respectively and no securities of Robert Mitchell or theFiler are listed or quoted on any stock exchange or market.

7. The authorized capital of the Filer consists of an unlimited number of common shares (the "Common Shares")and an unlimited number of redeemable preferred shares (the "Redeemable Shares"), of which 507,480Common Shares and no Redeemable Shares are issued and outstanding.

8. All of the Common Shares are held by Marshall-Barwick Inc.

9. Other than the Common Shares, the Filer has no other securities, including debt securities, outstanding.

10. The Filer does not intend to seek financing by way offering securities to the public.

AND WHEREAS pursuant to the System, this MRRS Decision Document evidences the decision of eachDecision Maker (collectively, the "Decision");

AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that providesthe Decision Maker with the jurisdiction to make the Decision has been met;

THE DECISION of the Decision Makers pursuant to the Legislation is that the Filer be deemed to have ceasedto be a reporting issuer under the Legislation.

February 12, 2001.

John Hughes

Manager, Continuous Disclosure