Securities Law & Instruments

Headnote

Section2.4 of National Instrument 44-101 - relief from the limitationthat the eligibility requirements in the relevant provision onlyapply to non-convertible preferred shares. Relief granted providedthat the terms of the order are met. The Company proposed to relyon the provision in connection with a proposed offering of exchangeablepreferred shares.

StatutesCited

SecuritiesAct, R.S.O. 1990, c.S.5. as amended

RulesCited

NationalInstrument 44-101 Prompt Offering Qualification System - ShortForm Prospectus Distributions 23 O.S.C.B. (Supp) 867.

INTHE MATTER OF

THESECURITIES LEGISLATION OF

BRITISHCOLUMBIA, ALBERTA, SASKATCHEWAN, MANITOBA,

ONTARIO,QUEBEC, NOVA SCOTIA, NEWFOUNDLAND,

NEWBRUNSWICK AND PRINCE EDWARD ISLAND


AND


INTHE MATTER OF

THEMUTUAL RELIANCE REVIEW SYSTEM

FOREXEMPTIVE RELIEF APPLICATIONS


AND


INTHE MATTER OF

GREATLAKES POWER INC.

MRRSDECISION DOCUMENT

WHEREASthe local securities regulatory authority or regulator (the "DecisionMaker") in each of British Columbia, Alberta, Saskatchewan, Manitoba,Ontario, Quebec, Nova Scotia, Newfoundland, New Brunswick andPrince Edward Island (the "Jurisdictions") has received an applicationfrom Great Lakes Power Inc. (the "Company") for a decision thatthe Company is able to rely on subsection 2.4 of National Instrument44-101 (the "Rule") in connection with a proposed offering ofexchangeable preferred shares as if subsection 2.4 was not restrictedto non-convertible securities;

ANDWHEREAS under the Mutual Reliance Review System for ExemptiveRelief Applications (the "System"), the Ontario Securities Commissionis the principal regulator for this application;

ANDWHEREAS the Company has represented to the Decision Makersthat:

1.The Company was amalgamated under the laws of the Province ofOntario on March 2, 2001, through the amalgamation (the "Amalgamation")of Great Lakes Power Inc. ("GLPI") and 1458103 Ontario Limited,a wholly-owned subsidiary of Brascan Corporation ("Brascan").

2.The Company is, and GLPI was, engaged in the business of developingand managing electricity generating facilities in Canada and theUnited States.

3.The Company proposes to make a public offering of Cumulative RedeemableFirst Preferred Shares (the "Preferred Shares") in each of theJurisdictions.

4.The Preferred Shares are non-voting and rank senior to the commonshares of the Company. Holders of the Preferred Shares will beentitled to receive fixed, cumulative quarterly dividends. ThePreferred Shares will be redeemable by the Company at the endof a specified period, currently expected to be five years, ata premium and after six years, at par.

5.The Preferred Shares will have attached to them exchange rightsissued by Brascan pursuant to an exchange agreement (the "ExchangeAgreement") providing that the Preferred Shares may be exchangedfor Class A Limited Voting Shares of Brascan (the "Brascan Shares")at the option of the Company after a specified period, currentlyexpected to be seven years, at an exchange ratio determined bydividing the par value of the Preferred Shares plus all accruedand unpaid dividends by the greater of $2.00 and 95% of the thencurrent market price of the Brascan Shares, determined as providedin the share conditions. The Preferred Shares are also exchangeableat the option of the holders, after a specified period, currentlyexpected to be approximately eight years, based on the same exchangeratio. If a holder elects to exchange any shares, the Companyhas the right to elect to redeem them instead for cash or arrangefor the sale of those shares to substitute purchasers.

6.The Company is a reporting issuer in each of the Jurisdictionsand GLPI was a reporting issuer in each of the Jurisdictions formore than 12 calendar months prior to the Amalgamation.

7.The Company has a current AIF which was filed in each of the Jurisdictionson May 22, 2001.

8.GLPI has filed in each of the Jurisdictions audited financialstatements for the year ended December 31, 2000.

9.The Preferred Shares will receive an approved rating, as thatterm is defined in the Rule.

10.Brascan is a reporting issuer in each of the Jurisdictions andis eligible to file a short form prospectus in each of the Jurisdictionspursuant to the requirements of subsection 2.2 of the Rule.

11.The short form prospectus to be filed in connection with the offeringof Preferred Shares will incorporate by reference the requiredcontinuous disclosure documents of both the Company and Brascan.

12.The Company meets all of the alternative eligibility requirementsset forth in subsection 2.4 of the Rule, but is not able to relyon that subsection because that subsection is limited to offeringsof "non-convertible securities" as defined in the Rule and theexchange rights attaching to the Preferred Shares would make thePreferred Shares "convertible" as defined in the Rule.

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

THEDECISION of the Decision Makers in each of the Jurisdictionspursuant to the Legislation is that the Company is able to relyon subsection 2.4 of the Rule in connection with its proposedoffering of Preferred Shares exchangeable into Brascan Sharesas if subsection 2.4 was not restricted to non-convertible securitiesprovided that:

(i)the Company is a reporting issuer in each of the Jurisdictionsand GLPI was a reporting issuer in each of the Jurisdictions formore than 12 calendar months prior to the Amalgamation;

(ii)the Company has a current AIF;

(iii)the Preferred Shares:

(A)have received an approved rating on a provisional basis;

(B)are not the subject of an announcement by an approved rating organizationof which the Company is or ought reasonably to be aware that theapproved rating given by the organization may be down-graded toa rating category that would not be an approved rating; and

(C)have not received a provisional or final rating lower than anapproved rating from any approved rating organization; and

(iv)if the Company is filing a preliminary short form prospectus morethan 90 days after the end of its most recently completed financialyear, the Company has filed audited financial statements for thatyear.

"MargoPaul"

November23, 2001.