Securities Law & Instruments

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - Application to be deemed to have ceasedto be a reporting issuer.

Applicable Alberta Statutory Provisions

Securities Act, R.S.A., 2000, c. S-4, s. 153.

IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ALBERTA, ONTARIO AND QUÉBEC

AND

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

AND

IN THE MATTER OF
TONKO DEVELOPMENT CORP.

MRRS DECISION DOCUMENT

1. WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in Alberta,Ontario, and Québec (the "Jurisdictions") hasreceived an application from Tonko Development Corp. ("Tonko")for a decision under the securities legislation of the Jurisdictions(the "Legislation") that Tonko be deemed to have ceasedto be a reporting issuer under the Legislation;

2. AND WHEREAS under the Mutual RelianceReview System for Exemptive Relief Applications (the "System")the Alberta Securities Commission is the principal regulatorfor this application;

3. AND WHEREAS Tonko has representedto the Decision Makers that:

3.1 Tonko was incorporated under the laws ofAlberta in 1995, amalgamated with certain wholly-owned subsidiariesin 1999, and amalgamated with 970385 Alberta Ltd. (the "Offeror"),a wholly-owned subsidiary of Pyxis Real Estate Equities Inc.("Pyxis"), on March 15, 2002;
3.2 Tonko is a reporting issuer in the Jurisdictions and isnot in default of any of the requirements of the Legislation;

3.3 Tonko became a reporting issuer in Albertaon June 30, 1995, upon receipt of a final prospectus;

3.4 Tonko's head office is located in Calgary,Alberta;

3.5 Tonko is authorized to issue an unlimitednumber of common shares (the "Common Shares") andan unlimited number of preferred shares of which there is currentlyone Common Share outstanding;

3.6 on February 4, 2002, a formal offer (the"Offer") was made by the Offeror to purchase all ofthe outstanding Common Shares for $4.10 cash for each CommonShare deposited under the Offer;

3.7 on February 4, 2002, there were 12,549,375Common Shares outstanding;

3.8 the Offer expired on March 12, 2002 andon March 15, 2002 the Offeror took-up and paid for 12,267,590Common Shares, representing approximately 97.75% of the outstandingCommon Shares;

3.9 on March 15, 2002, the Offeror initiatedits statutory right of compulsory acquisition, in accordancewith Part 16 of the Business Corporations Act (Alberta), (the"ABCA"), to acquire the remainder of the Common Sharesnot deposited under the Offer on the same terms on which theOfferor acquired the Common Shares pursuant to the Offer. Ininitiating this statutory right and complying with the ABCA,the Offeror became the sole shareholder of Tonko on March 15,2002;

3.10 Tonko and the Offeror amalgamated (the"Amalgamation") on March 15, 2002 under section 184(1)of the ABCA;

3.11 on Amalgamation:

3.11.1 the 12,549,375 Common Shares issued andoutstanding, all of which were held by the Offeror, were cancelled;

3.11.2 the one common share in the capital ofthe Offeror, which share was issued and outstanding before amalgamationand which share was held by Pyxis, was converted into one CommonShare of Tonko; and

3.11.3 Pyxis became, and is now, the sole shareholderof Tonko.

3.12 the Common Shares were delisted from TheToronto Stock Exchange on March 21, 2002 and there are no securitiesof Tonko listed or quoted on any exchange or market;

3.13 other than the outstanding Common Share,Tonko has no securities, including debt securities, outstanding;and

3.14 Tonko does not intend to seek public financingby way of an offering of its securities;

4. AND WHEREAS under the System, thisMRRS Decision Document evidences the decision of each DecisionMaker (collectively, the "Decision");

5. AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker with the Jurisdiction to make theDecision has been met;

6. THE DECISION of the Decision Makerunder the Legislation is that Tonko is deemed to have ceasedto be a reporting issuer under the Legislation.

May 8, 2002.

"Patricia M. Johnston"