Securities Law & Instruments

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - corporation deemed to no longer be a reportingissuer following an arrangement whereby another corporationacquired all of the issued and outstanding securities of thecorporation.

Applicable Alberta Statutory Provisions

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

IN THE MATTER OF
THE SECURITIES LEGISLATION
OF ALBERTA AND ONTARIO

AND

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

AND

IN THE MATTER OF
394351 ALBERTA LTD.

MRRS DECISION DOCUMENT

1. WHERAS the local securities regulatoryauthority or regulator (the "Decision Maker) in each ofAlberta and Ontario (the "Jurisdictions") has receivedan application from 394351 Alberta Ltd., formerly The Apex Corporation(the "Filer") for a decision under the securitieslegislation of the Jurisdictions (the "Legislation")deeming the Filer to have ceased to be a reporting issuer underthe Legislation;

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

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

3.1 on January 11, 2002 the Filer changed itsname from The Apex Corporation to 394351 Alberta Ltd.;

3.2 the Filer was incorporated on December 7,1988 under the Business Corporations Act (Alberta) (the "ABCA");

3.3 the Filer is a reporting issuer in the Jurisdictionsand has its head office in Calgary, Alberta;

3.4 the Filer became a reporting issuer in Albertaon November 22, 1989 by virtue of obtaining a receipt for aprospectus;

3.5 the filer became a reporting issuer in Ontarioon November 21, 1994 by virtue of its shares being listed onthe Toronto Stock Exchange (the "TSE");

3.6 the authorized share capital of the Filerconsists of an unlimited number of Class A voting common shares(the "Common Shares"), an unlimited number of ClassB common voting shares, an unlimited number of Class C commonnon-voting shares, an unlimited number of Class D common non-votingshares, an unlimited number of Class C redeemable first preferredshares, an unlimited number of Class E redeemable voting preferredshares and an unlimited number of Class F 8.75% redeemable non-voting,non-cumulative preferred shares;

3.7 there were 21,383,382 Common Shares issuedand outstanding as at October 30, 2001;

3.8 to the best of the Filers knowledge theFiler is not in default of any requirements of the Legislationother than the failure to file interim financial statementsfor the periods ended October 31, 2001 and January 31, 2002;

3.9 on October 29, 2001, Bentall Corporation("Bentall") acquired all of the issued and outstandingCommon Shares and all of the outstanding options (the "Options")to acquire Common Shares by way of a plan of arrangement underthe ABCA (the "Arrangement");

3.10 under the Arrangement, shareholders ofthe Filer received a cash payment of $2.60 for each Common Shareheld. Holders of Options received a cash payment equal to theamount by which $2.60 exceeded the exercise price of each Optionheld;

3.11 as a result of the Arrangement, Bentallis the sole registered and beneficial owner of all of the issuedand outstanding securities of the Filer;

3.12 other than the Common Shares and the Optionsthere are no other securities of the Filer, including debt securities,outstanding;

3.13 the Common Shares were delisted from theTSE on November 13, 2002 and no securities of the Filer arelisted or traded on any exchange or market in Canada or elsewhere;and

3.14 the Filer does not intend to seek publicfinancing by way of an issuance of 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 Makersunder the Legislation is that the Filer is deemed to have ceasedto be a reporting issuer under the Legislation.

April 30, 2002.

"Patricia M. Johnston"