Securities Law & Instruments

Headnote

Rule31-507 - Section 4.1 extension of time frame in which to becomea SRO member - registrant working diligentlywith IDA to complete application.

RuleCited

OSCRule 31-507 - SRO Membership - Securities Dealers and Brokers

INTHE MATTER OF

THESECURITIES ACT

R.S.O.1990, CHAPTER S.5, AS AMENDED (the "Act")

AND

INTHE MATTER OF

ONTARIOSECURITIES COMMISSION RULE 31-507

SROMEMBERSHIP - SECURITIES DEALERS AND BROKERS (the "Rule")

AND

INTHE MATTER OF

CAPITALCANADA LIMITED

EXEMPTION

(Section4.1 of OSC Rule 31-507)

WHEREASCapital Canada Limited ("Capital Canada") received a decision(the "Original Decision") on December 27, 2001 from the Directorpursuant to section 4.1 of the Rule which exempted Capital Canadafrom the requirement of the Rule to be a member of a self- regulatoryorganization ("SRO") recognized by the Ontario Securities Commission(the "Commission") under section 21.1 of the Act ("RecognizedSRO") until March 31, 2002;

ANDWHEREAS Capital Canada has applied (the "Application")to the Director to have the exemption in the Original Order extendedfrom March 31, 2002 to May 31, 2002;

ANDUPON considering the Application and the recommendationof staff of the

Commission;

ANDUPON Capital Canada having represented to the Directorthat:

1.Capital Canada is a corporation incorporated under the BusinessCorporations Act (Ontario) and is not a reporting issuer in anyof the provinces or territories of Canada or in any other jurisdiction.

2.Capital Canada is registered under the Act in the category of"securities dealer".

3.Capital Canada has entered into an agreement with the controllingshareholders of a public company (the "Offeror") in respect oftheir offer (the "Offer") to acquire all of the outstanding sharesof the company not currently owned or controlled by the Offeroror its associates. Capital Canada will be providing financialadvice to the Offeror and acting as soliciting dealer in respectof the Offer.

4.At the time of the granting of the Original Decision Capital Canadaexpected the Offer would be made by mid-January 2002. Due to circumstancesbeyond the control of Capital Canada the closing of the Offerwas moved to April 15, 2002.

5.Capital Canada requires the exemption under the Original Decisionto be granted until May 31, 2002 in order to allow Capital Canadato complete its obligations in connection with the Offer.

6.Capital Canada is not carrying on any activities that requireregistration as a dealer under the Act except in respect of theOffer.

7.Capital Canada has no current intention of becoming a member ofa Recognized SRO or of seeking a renewal of its registration asa securities dealer beyond May 31, 2002.

ITIS THE DECISION OF THE DIRECTOR, pursuant to section4.1 of the Rule, that the exemption provided in the Original Decisionwill terminate on May 31, 2002 instead of March 31, 2002.

March28, 2002.

"DavidM. Gilkes"