Real Resources Inc. - MRRS Decision

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ALBERTA, BRITISH COLUMBIA, SASKATCHEWAN,

ONTARIO, QUEBEC AND NOVA SCOTIA

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

REAL RESOURCES INC.

MRRS DECISION DOCUMENT

1. WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of Alberta, BritishColumbia, Nova Scotia, Ontario, Saskatchewan and Québec (the "Jurisdictions") has received an applicationfrom Real Resources Inc. ("Real" or the "Applicant") for a decision under the securities legislation of theJurisdictions (the "Legislation") that the requirement contained in the Legislation for an insider of a reportingissuer, or the equivalent thereof, to file insider reports disclosing the insider's direct or indirect beneficialownership of, or control or direction over, securities of the reporting issuer (the "Insider ReportingRequirements") shall not apply to certain employees of Real with respect to their acquisition of common sharesof Real under its Employee Share Ownership and Group RRSP Savings Plan (the "Plan"), subject to certainconditions;

2. AND WHEREAS under the Mutual Reliance Review System for Exemptive Relief Applications (the "System"),the Alberta Securities Commission is the principal regulator for this application;

3. AND WHEREAS the Applicant represented to the Decision Makers that:

3.1 The Applicant is a corporation organized under the laws of the Province of Alberta, whose head officeand majority of assets are located in the Province of Alberta;

3.2 The Applicant is a reporting issuer or the equivalent in each of the Jurisdictions and is not in defaultof any of the requirements of the Legislation;

3.3 The authorized share capital of the Applicant consists of an unlimited number of common shareswithout nominal or par value ("Common Shares"), and an unlimited number of four classes of preferredshares without nominal or par value to be designated as first preferred shares, second preferredshares, third preferred shares and fourth preferred shares (collectively, the "Preferred Shares") ofwhich as at December 31, 2000 there were 18,474,245 Common Shares and no Preferred Sharesoutstanding;

3.4 The Common Shares of the Applicant are listed for trading on The Toronto Stock Exchange;

3.5 The Applicant has adopted the Plan which will provide employees of the Applicant or any subsidiaryof the Applicant ("Participants") with an opportunity to purchase Common Shares (and other securities)and to receive Common Shares which are purchased on the Participants' behalf by the Applicant.Under the Plan:

3.5.1 Participants are active full-time employees of the Applicant who have completed a three-month waiting period from the commencement date of employment (unless the Applicant haswaived such waiting period), contract and temporary employees are excluded fromparticipating in the Plan, and participation in the Plan by Participants will be voluntary;

3.5.2 Participants may contribute up to 7% of their base salary earnings into the Plan (the"Employee Contribution"). The Employee Contribution will be matched by the Applicant (the"Employer Contribution"). The Employer Contribution will be used to purchase CommonShares of the Applicant. The Employee Contribution can be used to purchase CommonShares of the Applicant or a variety of other investments offered by Raymond James Ltd.(formerly Goepel McDermid Inc.), the administrator of the Plan (the "Administrator");

3.5.3 at the end of every month, the Plan contributions are forwarded to the Administrator, whopurchases Common Shares of Real at the current market price on The Toronto StockExchange using the Employer Contribution, and invests the Employee Contribution asdirected by the Participant. Common Shares will not be issued from treasury for purchaseunder the Plan;

3.5.4 if Participants want to change the manner in which their own contributions are invested, theymust provide notice at least 14 days prior to the end of the month in which such investmentis to be made. Furthermore, Participants who are directors or senior officers of the Applicantcan only change the investment of their own contributions between the Applicant's commonshares and other investment alternatives twice in any 12 month period; and

3.5.5 the Applicant will bear all of the expenses of administering the Plan, including, but not limitedto, the Administrator's fees and any transfer taxes and all fees and expenses associated withthe purchase of Common Shares. Participants will bear expenses incurred by theAdministrator in acquiring any investments under the Plan which are not Common Shares,and the expenses of selling any investment (including Common Shares) under the Plan;

3.6 Directors and senior officers of the Applicant (the "Participating Insiders") may be Participants in thePlan; and

3.7 The Plan is an "automatic securities purchase plan" within the meaning of Proposed NationalInstrument 55-101 "Exemption from certain Insider Reporting Requirements" (the "ProposedInstrument"), and if the Proposed Instrument were in place, the Applicant would be entitled to rely onit;

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

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

6. IT IS THE DECISION of the Decision Makers under the Legislation that the Insider Reporting Requirementsshall not apply to the acquisition of Common Shares of the Applicant by a Participating Insider under the Plan,provided that:

6.1 Each Participating Insider shall file in each of the Jurisdictions, in the form prescribed for the InsiderReporting Requirements, a report disclosing all acquisitions of Common Shares under the Plan thathave not been previously reported by or on behalf of the Participating Insider:

6.1.1 for any Common Shares acquired under the Plan which are disposed of or transferred, withinthe time required by the Legislation for reporting the disposition or transfer; and

6.1.2 for any Common Shares acquired under the Plan during any calendar year which have notbeen disposed of or transferred during the calendar year, within 90 days of the end of thecalendar year.

6.2 The exemptive relief granted by this Decision shall not apply to the acquisition of securities of Realpursuant to a lump-sum provision of the Plan.

6.3 In all Jurisdictions except Québec, such exemption is not available to an insider who beneficially owns,directly or indirectly, voting securities of the Applicant, or exercises control or direction over votingsecurities of the Applicant, or a combination of both, that carry more than 10% of the voting rightsattaching to all of the Applicant's outstanding voting securities; and

6.4 In Québec, such exemption is not available to an insider who exercises control over more than 10%of a class of shares of the Applicant to which are attached voting rights or an unlimited right to a shareof the profits of the Applicant and in its assets in case of winding up.

6.5 the Decision shall terminate on the effective date of the Proposed Instrument or any legislation or ruledealing with similar exemptions from insider reporting requirements.

March 5, 2001.

"Agnes Lau"