Securities Law & Instruments

Headnote

MutualReliance Review System for Exemptive Relief Applications - reliefto vary original decision document dated July 20, 2000 for stockoptions and special warrants of an exchangeable share issuer whichgranted relief from certain continuous disclosure requirementsprovided U.S. parent filed its U.S. continuous disclosure documentsin Canada.

ApplicableOntario Statutory Provisions

SecuritiesAct, R.S.O. 1990, c.S.5, as am., s. 77, 78, 79, 80(b)(iii)

RelevantRegulations

Regulationmade under the Securities Act, R.R.O. 1990, Reg. 1015, as am.,

INTHE MATTER OF

THESECURITIES LEGISLATION OF

BRITISHCOLUMBIA, ALBERTA, SASKATCHEWAN,

MANITOBA,ONTARIO, NEW BRUNSWICK, PRINCE EDWARD ISLAND,

NOVASCOTIA AND NEWFOUNDLAND AND LABRADOR


AND


INTHE MATTER OF

THEMUTUAL RELIANCE REVIEW SYSTEM FOR

EXEMPTIVERELIEF APPLICATIONS


AND


INTHE MATTER OF

SMTCCORPORATION,

SMTCMANUFACTURING CORPORATION OF CANADA AND

SMTCNOVA SCOTIA COMPANY


VARIATIONOF MRRS DECISION DOCUMENT


WHEREASthe local securities regulatory authority or regulator (the"Decision Maker") in each of British Columbia, Alberta,Saskatchewan, Manitoba, Ontario, New Brunswick, Prince EdwardIsland, Nova Scotia and Newfoundland and Labrador (the "Jurisdictions")issued a decision (the "Original Decision") on July 20, 2000under the securities legislation of the Jurisdictions (the "Legislation")exempting trades in certain securities by SMTC Corporation ("SMTC"),SMTC Manufacturing Corporation of Canada ("SMTC Canada") andSMTC Nova Scotia Company ("SMTC Nova Scotia") (collectively,the "Filer") in connection with the concurrent initial publicoffering by SMTC Canada of its non-voting exchangeable shares(the "Exchangeable Shares") and by SMTC of shares of its commonstock, and exempting SMTC Canada from, among other things, therequirements contained in the Legislation to issue a press releaseand report material changes, to file with the Decision Makersand deliver to shareholders interim and audited annual financialstatements, to prepare and send to shareholders proxies andinformation circulars, to file an information circular or makean annual filing with the Decision Makers in lieu of filingan information circular, to file annual information forms andto file and deliver to shareholders management's discussionand analysis of the financial condition and results of operationof SMTC Canada (the "Continuous Disclosure Requirements"):

ANDWHEREAS the Filer has applied to the Decision Makersfor a decision under the Legislation varying the Original Decision;

ANDWHEREAS under the Mutual Reliance Review System forExemptive Relief Applications (the "System"), the Ontario SecuritiesCommission is the principal regulator for this application;

ANDWHEREAS the Filer has represented to the Decision Makersthat:

1.the Original Decision related to, among other things, an exemptionfrom the Continuous Disclosure Requirements and included asa condition that SMTC Canada be restricted from issuing securitiesexcept in certain circumstances;

2.the condition to the relief granted in the Original Decisiondid not allow the issuance of stock options or special warrantsexercisable for or convertible into Exchangeable Shares;

3.the policy rationale underlying the Original Decision is equallyapplicable to issuances of stock options or special warrantsexercisable for or convertible into Exchangeable Shares.

4.the Filer continues to comply with the Original Decision andis not in default of any requirements of the Legislation.

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 the DecisionMakers with the jurisdiction to make the Decision has been met;

THEDECISION of the Decision Makers under the Legislationis that the Original Decision be varied by:

1.deleting the condition to the relief from the Continuous DisclosureRequirements at paragraph 4(h) in the Original Decision; and

2.inserting the following as paragraph 4(h) in the Original Decision:

4(h)SMTC Canada has not issued any securities, other than: (i) securitieswhere, in connection with the issuance thereof, SMTC Canadahas received relief from the Continuous Disclosure Requirementsfrom the applicable Jurisdictions, (ii) Exchangeable Shares;(iii) stock options or special warrants exercisable for or convertibleinto Exchangeable Shares, and (iv) the shares of SMTC Canadaheld by SMTC Nova Scotia.

February19, 2002.

"H.Lorne Morphy, Q.C."       "Mary Theresa McLeod"