Securities Law & Instruments

Headnote

MutualReliance Review System for Exemptive Relief Applications - asa result of an offer to purchase all of the outstanding commonshares and the subsequent acquisition procedures of the OBCA,issuer has only one beneficial security holder - issuer deemedto have ceased to be 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., ss.1(1), 6(3) and 83.

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

INTHE MATTER OF
THE SECURITIES LEGISLATION OF
ALBERTA, SASKATCHEWAN, ONTARIO, QUEBEC
NOVA SCOTIA AND NEWFOUNDLAND AND LABRADOR

AND

INTHE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM FOR
EXEMPTIVE RELIEF APPLICATIONS

AND

INTHE MATTER OF
GOLDLIST PROPERTIES INC.

MRRSDECISION DOCUMENT

WHEREASthe local securities regulatory authority or regulator (the "DecisionMaker") in each of Alberta, Saskatchewan, Ontario, Quebec,Nova Scotia and Newfoundland and Labrador (the "Jurisdictions")has received an application from Goldlist Properties Inc. (the"Filer") for:

(i)a decision under the securities legislation of the Jurisdictions(the "Legislation") that the Filer be deemedto have ceased to be a reporting issuer or the equivalent underthe Legislation; and

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

ANDWHEREAS pursuant to the Mutual Reliance Review Systemfor Exemptive Relief Applications (the "System"),the Ontario Securities Commission is the principal regulator forthis application;

ANDWHEREAS the Filer has represented to the Decision Makersthat:

1.The Filer is a corporation amalgamated under the OBCA, is a reportingissuer in each of the Jurisdictions, and is not in default ofany of the requirements of the Legislation.

2.The head office of the Filer is located in Ontario.

3.The Filer does not currently intend to seek public financing byway of an issue of securities.

4.The authorized capital of the Filer consists of an unlimited numberof common shares (the "Shares"), of which 10,111,950Shares are issued and outstanding and an unlimited number of preferenceshares ("Preference Shares") issuable in series,of which no Preference Shares are issued and outstanding.

5.On November 26, 2001 Acktion Corporation ("Acktion")made a formal offer (the "Offer") to purchaseall of the outstanding Shares, other than Shares held by Acktionand its affiliates, for a purchase price of $14.50 per Share,consisting of $7.25 cash and $7.25 evidenced by a four-year 6.00%Senior note of Acktion, upon the terms and conditions set forthin an Offer and accompanying circular of Acktion dated November26, 2001.

6.3,104,572 Shares, representing approximately 30.7% of the outstandingShares not already owned by Acktion, were validly deposited andtaken-up and paid for by the Filer.

7.On February 14, 2002 Acktion had satisfied the mandatory requirementsunder section 188 of the OBCA to effect the compulsory acquisitionof the Shares not deposited pursuant to the terms of the Offer,and as a result Acktion became the sole shareholder of the Filer.

8.As a result of the Offer and the subsequent compulsory acquisitionprocedures, Acktion owns all of the Filer's outstanding securities.

9.The Shares were delisted from The Toronto Stock Exchange on January31, 2002 and no securities of the Filer, including debt securities,are listed or quoted on any exchange or market.

10.Other than the Shares, the Filer has no securities, includingdebt securities, outstanding.

ANDWHEREAS pursuant to 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 pursuant to the Legislationis that the Filer is deemed to have ceased to be a reporting issueror the equivalent under the Legislation.

March21, 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.

March21, 2002.

"PaulMoore"       "Robert W. Korthals"