Securities Law & Instruments

Headnote

MutualReliance Review System for Exemptive Relief Applications - corporationdeemed to have ceased to be a reporting issuer when all of itsissued and outstanding securities were acquired by another issuer.

ApplicableAlberta Statutory Provisions

SecuritiesAct, R.S.O. 1990, c.S. 5, as am. s. 83.

INTHE MATTER OF

THESECURITIES LEGISLATION

OFALBERTA, SASKATCHEWAN, ONTARIO, QUEBEC, NOVA SCOTIA

ANDNEWFOUNDLAND AND LABRADOR

AND

INTHE MATTER OF

THEMUTUAL RELIANCE REVIEW SYSTEM

FOREXEMPTIVE RELIEF APPLICATIONS

AND

INTHE MATTER OF

DIAMET MINERALS LTD.

MRRSDECISION DOCUMENT

1.WHEREAS the local securities regulatory authorityor regulator (the "Decision Maker") in Alberta, Saskatchewan,Ontario, Quebec, Nova Scotia and Newfoundland and Labrador (the"Jurisdictions") has received an application from Dia Met MineralsLtd. ("Dia Met") for a decision under the securities legislationof the Jurisdictions (the "Legislation") that Dia Met be deemedto have ceased to be a reporting issuer under the Legislation;

2.AND WHEREAS under the Mutual Reliance ReviewSystem for Exemptive Relief Applications (the "System") theAlberta Securities Commission is the principal regulator forthis application;

3.AND WHEREAS Dia Met has represented to theDecision Makers that:

3.1 Dia Met is a British Columbia company amalgamated underthe Company Act, R.S.B.C. 1996, c.62 (the "CompanyAct") upon the amalgamation (the "Amalgamation) of DiaMet and Tortilla Acquisition Inc. ("Tortilla"), a wholly ownedsubsidiary of BHP Canadian Diamonds Company ("BHP Canada");

3.2 Dia Met is a reporting issuer in the Jurisdictions and itshead office is in Vancouver, British Columbia;

3.3 prior to the Amalgamation, the authorized capital of DiaMet consisted of 100,000,000 Class A Subordinate Voting Shares(the "Dia Met Class A Shares") and 25,000,000 Class B MultipleVoting Shares (the "Dia Met Class B Shares");

3.4 Dia Met is not in default of any of the requirements ofthe Legislation;

3.5 on April 12, 2001, Tortilla made a takeover bid for thepurchase of all of the issued and outstanding Dia Met ClassA Shares and Dia Met Class B Shares, as extended and variedby notices of extension and variation dated May 17, 2001 andJune 21, 2001, respectively, expiring on July 3, 2001 (the "Offer");

3.6 the Offer resulted in the acquisition by Tortilla of 8,929,764(or approximately 98.6%) of the Dia Met Class A Shares and 19,338,894(or approximately 88.7%) of the Dia Met Class B Shares;

3.7 on September 20, 2001, Tortilla completed the compulsoryacquisition of the remaining Dia Met Class A shares not heldby it and, as of that date, has held all of the issued and outstandingDia Met Class A Shares;

3.8 on September 13, 2001, Dia Met and Tortilla entered intoan amalgamation agreement whereby the parties agreed to amalgamateunder the provisions of the Company Act to form anamalgamated company, Dia Met;

3.9 the British Columbia Supreme Court approved the Amalgamationon October 29, 2001;

3.10 on October 30, 2001 (the "Effective Date"), the BritishColumbia Registrar of Companies issued a certificate of amalgamationgiving effect to the Amalgamation;

3.11 on the Effective Date:

3.11.1 all of the unissued shares of each of Dia Met and Tortillawere cancelled;

3.11.2 all of the issued shares in Tortilla were exchanged forcommon shares of Dia Met ("Amalco Common Shares") on the basisof one Amalco Common Share for each Tortilla share;

3.11.3 the Dia Met Class A Shares and the Dia Met Class B Sharesheld by Tortilla were cancelled;

3.11.4 the Dia Met Class B Shares, other than those held byor on behalf of Tortilla, were exchanged for redeemable preferredshares (the "Redeemable Preferred Shares") in the capital ofDia Met, on the basis of one Redeemable Preferred Share foreach Dia Met Class B Share;

3.11.5 each Redeemable Preferred Share was redeemed by Dia Meton the Effective Date;

3.12 as of October 30, 2001, BHP Canada is the sole shareholderof Dia Met;

3.13 the Dia Met Class A Shares and Dia Met Class B Shares weredelisted from the American Stock Exchange on August 29, 2001,the Dia Met Class A Shares were delisted from The Toronto StockExchange (the "TSE") on September 14, 2001 and the Dia Met ClassB Shares were delisted from the TSE on November 2, 2001. DiaMet's securities are no longer listed or quoted on any stockexchange or market;

3.14 other than the outstanding Amalco Common Shares held BHPCanada, there are no securities of Dia Met, including debt securities,outstanding;

3.15 Dia Met does not intend to seek public financing by wayof an offering of its securities;

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

5.AND WHEREAS each of the Decision Makers issatisfied that the test contained in the Legislation that providesthe Decision Maker with the jurisdiction to make the Decisionhas been met;

6.THE DECISION of the Decision Makers under theLegislation is that Dia Met is deemed to have ceased to be areporting issuer under the Legislation effective as of the dateof this Decision.

December14, 2001.

"PatriciaM. Johnston"