Securities Law & Instruments

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - Decision declaring corporation to be nolonger a reporting issuer following the acquisition of all ofits outstanding securities by another issuer.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am.,s. 83.

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

ONTARIO AND QUÉBEC

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

TRANSFORCE INC.

 

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker")in each of Ontario and Québec (the "Jurisdictions")has received an application from TransForce Inc. ("TransForce")for a decision under the securities legislation of the Jurisdictions(the "Legislation") that TransForce be deemedto have ceased to be a reporting issuer under the Legislation;

AND WHEREAS under the Mutual RelianceReview System for Exemptive Relief Applications (the "MRRS"),the Commission des valeurs mobilières du Québecis the principal regulator for this Application;

AND WHEREAS TransForce has representedto the Decision Makers that:

1. TransForce was incorporated on April 30,1985 pursuant to the Companies Act (Québec)under the name 2320-2351 Québec Inc. On October 19,1987, TransForce amalgamated with Location Speribel Inc. TheArticles were also amended on October 1, 1986 to change thecorporate name to Groupe Cabano d'Anjou Inc., on August 7,1987 to change the corporate name to Cabano Expeditex Inc.,on December 4, 1990 to change the corporate name to GroupeTransport Cabano Inc./Cabano Transportation Group Inc., onMay 30, 1995 to change the corporate name to Cabano KingswayInc. and on April 23, 1999 to change the corporate name toTransForce Inc.

2. The head office of TransForce is locatedat 6600 Chemin St-François, Montreal, Québec.

3. TransForce is a reporting issuer in Québecand Ontario and is not in default of any of the requirementsof the Legislation.

4. TransForce's authorized share capital consistsof an unlimited number of Common Shares, without par valueand an unlimited number of preferred shares issuable in series.Currently there are 51,898,585 Common Shares and no preferredshares issued and outstanding.

5. On September 30, 2002, TransForce was convertedinto TransForce Income Fund (the "Fund").As part of the transaction, the shareholders of TransForceindirectly exchanged their common shares of TransForce forunits of the Fund or tracking share units of an indirect wholly-ownedsubsidiary of the Fund.

6. All of the issued and outstanding sharesof TransForce are owned either directly or indirectly by TFIHoldings Inc., an indirect subsidiary of the Fund.

7. TransForce has no other securities, includingdebt securities, outstanding.

8. The Common Shares of TransForce have beendelisted from the Toronto Stock Exchange and no securitiesof TransForce are listed or quoted on any stock exchange ormarket.

9. TransForce does not intend to seek publicfinancing by way of an offering of its securities.

AND WHEREAS under the System, this MRRSDecision Document evidences the decision of each Decision Maker(collectively, the "Decision");

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;

THE DECISION of the Decision Makers underthe Legislation is that TransForce is deemed to have ceasedto be a reporting issuer or the equivalent thereof under theLegislation.

October 31, 2002.

"Josée Deslauriers"