Securities Law & Instruments

Headnote

MutualReliance Review System for Exemptive Relief Applications - Issuerhas only three security holders - issuer deemed to have ceasedbeing a reporting issuer.

Subsection1(6) of the OBCA - issuer deemed to have ceased to be offeringits securities to the public under the Business Corporations Act(Ontario)

ApplicableOntario Statutory Provisions

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

BusinessCorporations Act, R.S.O. 1990, c.B.16, as am., s.1(6).

INTHE MATTER OF

THESECURITIES LEGISLATION OF

ALBERTA,SASKATCHEWAN, ONTARIO, QUEBEC,

NOVASCOTIA AND NEWFOUNDLAND AND LABRADOR


AND


INTHE MATTER OF

THEMUTUAL RELIANCE REVIEW SYSTEM

FOREXEMPTIVE RELIEF APPLICATIONS


AND


INTHE MATTER OF

VENTRAGROUP INC.


MRRSDECISION DOCUMENT


WHEREAS the local securities regulatory authority orregulator (the "Decision Maker") in each of Alberta, Saskatchewan,Ontario, Quebec, Nova Scotia and Newfoundland and Labrador (the"Jurisdictions") has received an application on behalf of VentraGroup Inc. (the "Filer") for:

(i)a decision under the securities legislation of the Jurisdictions(the "Legislation") that the Filer be deemed to have ceasedto be a reporting issuer or the equivalent thereof under theLegislation; and

(ii)in Ontario only, an order pursuant to the Business CorporationsAct (Ontario) (the "OBCA") that the Filer be deemed tohave ceased to be offering its securities to the public;

ANDWHEREAS under the Mutual Reliance Review Systemfor Exemptive Relief Applications (the "System"), the OntarioSecurities Commission is the principal regulator for this application;

ANDWHEREAS the Filer has represented to the Decision Makersthat:

1.The Filer was formed under the OBCA by certificate and articlesof amalgamation dated December 1, 1985. The head office of theFiler is located in Oakville, Ontario.

2.The Filer is a reporting issuer in the Jurisdictions and isnot in default of its reporting issuer obligations under theLegislation.

3.The authorized capital of the Filer consists of an unlimitednumber of Common Shares ("Shares") and 1,619,966 Non-CumulativeConvertible First Preference Shares, of which 47,536,703 Sharesand no Non-Cumulative Convertible First Preference Shares arecurrently issued and outstanding.

4.The Filer has also granted options (the "Options") to purchase571,319 Shares. The Options are beneficially held by two residentsof Ontario. Each Option holder has provided written confirmationto the Filer that the Option holder is aware of, understandsthe nature of, and has no objection to, the Filer's applicationto be deemed to have ceased to be a reporting issuer or theequivalent thereof under the Legislation.

5.As a result of an offer dated August 9, 2001 and extended September13, 2001 by VTA Acquisition Company ("VTA Acquisition") to purchaseall of the outstanding Shares of the Filer not already ownedby VTA Acquisition, and a subsequent compulsory acquisitionof the remaining Shares pursuant to the provisions of the OBCA,all of the issued and outstanding Shares are owned by VTA Acquisition.

6.The Shares were delisted from The Toronto Stock Exchange onOctober 10, 2001 and no securities of the Filer are listed orquoted on any exchange or market.

7.Other than the Shares and the Options, the Filer has no securities,including debt securities, outstanding.

8.The Filer does not intend to seek public financing by way ofan offering of its securities.

ANDWHEREAS under the System this MRRS Decision Documentevidences the decision of each Decision Maker (collectively,the "Decision");

ANDWHEREAS each of the Decision Makers is satisfied thatthe test contained in the Legislation that provides that DecisionMaker with the jurisdiction to make the Decision has been met;

THEDECISION of the Decision Makers under the Legislationis that the Filer is deemed to have ceased to be a reportingissuer or the equivalent thereof under the Legislation.

February7, 2002.

"JohnHughes"



ANDIT IS HEREBY ORDERED by the Ontario Securities Commissionpursuant to subsection 1(6) of the OBCA that the Filer is deemedto have ceased to be offering its securities to the public forthe purposes of the OBCA.

February7, 2002.

"RobertW. Korthals"       "H. Lorne Morphy"