Securities Law & Instruments

Headnote

Province of Manitoba becamea reporting issuer by virtue of the listing of its notes onthe Toronto Stock Exchange - All issued and outstanding securitiesof issuer are considered exempt securities under the Act - Issuerdeemed to have ceased to be reporting issuer under the Act.

Applicable Ontario StatutoryProvisions

Securities Act, R.S.O. 1990,c. S.5, as am., ss. 1(1), 35(2)(1)(a), 73(1)(a) and 83.

IN THE MATTER OF

THE SECURITIES ACT

R.S.O. 1990, CHAPTER S.5,AS AMENDED (THE "ACT")

AND

IN THE MATTER OF

THE PROVINCE OF MANITOBA

ORDER

(Section 83)

WHEREAS the Provinceof Manitoba ("Manitoba") has applied to the OntarioSecurities Commission (the "Commission") for an orderpursuant to section 83 of the Act, that Manitoba be deemed tohave ceased to be a reporting issuer;

AND UPON Manitoba havingrepresented to the Commission that:

1. Manitoba is a provincialgovernment;

2. Pursuant to the Order ofthe Lieutenant Governor in Council of Manitoba No. 245/2000,dated June 21, 2000 (the "Parameter Order in Council"),made under subsection 50(1) of The Financial AdministrationAct (Manitoba) (the "FAA"), Manitoba is authorizedto borrow up to an aggregate principal amount of $2,200,000,000by way of, among other things, the issue and sale of provincialsecurities;

3. Provincial securities ofManitoba may include a provision that the interest rate payableon the provincial securities or the amount of principal payableat maturity be calculated and paid with reference to the valueof a share or commodity or with reference to an index or someother basis;

4. Any money raised pursuantto the Parameter Order in Council, and the interest and anypremium thereon constitute direct and unconditional obligationsof Manitoba, charged upon and payable out of the ConsolidatedFund of Manitoba and ranking pari passu with all suchother amounts constituting general obligations of Manitoba,without any preference granted by Manitoba one above the otherby reason of priority of date of issue, currency of paymentor otherwise;

5. Manitoba has, and may,from time to time, pursuant to the Paramater Order in Councilraise money by issuing notes ("Notes"), which aredebt securities ("Debt Securities") that constitutedirect, unconditional obligations of Manitoba;

6. The terms of Notes issuedby Manitoba have provided for a return to the holder thatis linked to various market indices (such as currencies, commodities,interest rates, swap rates), an equity index or basket ofsecurities or equity indices or other underlying interests;

7. Debt Securities, includingNotes, of Manitoba are exempt securities pursuant to:

(a) paragraph 1(a) of subsection35(2) of the Act with respect to registration requirements;and

(b) paragraph 73(1)(a) withrespect to prospectus requirements, as the Debt Securitiesevidence indebtedness of a provincial government;

8. On May 6, 2002, Manitobalisted its Principal Protected S&P 500 Index Linked Notes,Series 1 (the "S&P Notes"), which constitutedirect, unconditional obligations of Manitoba and were issuedpursuant to the Parameter Order in Council, on the TorontoStock Exchange (the "TSX");

9. Upon such listing, Manitobabecame a reporting issuer for purposes of Ontario securitieslaw;

10. Manitoba is not in defaultof any requirements of Ontario securities legislation;

11. All other securities ofManitoba that are issued and outstanding (the "OutstandingSecurities") are securities that:

(a) are referred to in paragraph1(a) of subsection 35(2) of the Act; and

(b) were issued by Manitobain reliance upon the prospectus exemption contained in paragraph73(1)(a) of the Act that refers to securities in paragraph1(a) of subsection 35(2) of the Act;

12. Manitoba may from timeto time arrange for the listing of its securities on the TSX,and upon such listing Manitoba may, by virtue of the definitionof "reporting issuer" in the Act become a reportingissuer; in which case, Manitoba intends to apply to the Commissionfor an order pursuant to section 83 of the Act, that Manitobabe deemed to have ceased to be a reporting issuer; and

13. Manitoba will advise theDirector if any of the Outstanding Securities cease to beexempt securities so that the Director may consider whether,in the circumstances, it may be appropriate to apply to theCommission for an order, pursuant to section 83.1 of the Act,to deem Manitoba to be a reporting issuer for the purposesof Ontario securities law.

AND UPON consideringthe Application and the recommendation of staff of the Commission;

AND UPON the Commissionbeing satisfied that to do so would be in the public interest;

IT IS ORDERED, pursuantto section 83 of the Act, that Manitoba is deemed to have ceasedto be a reporting issuer.

July 19, 2002.

"Paul M. Moore"                    "RobertL. Shirriff"