Securities Law & Instruments

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - Issuer has only one security holder -issuer deemed to have ceased being a reporting 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 ALBERTA

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

A.L.I. TECHNOLOGIES INC.

 

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the "Decision Makers") ineach of the provinces of Ontario and Alberta (the "Jurisdictions")has received an application from A.L.I. Technologies Inc. (the"Filer") for a decision under the securities legislationof the Jurisdictions (the "Legislation") that theFiler be deemed to have ceased to be a reporting issuer underthe Legislation;

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

AND WHEREAS unless otherwise defined,the terms herein have the meaning set out in National Instrument14-101 - Definitions or in Quebec, Commission Notice14-101;

AND WHEREAS the Filer has representedto the Decision Makers that:

1. The Filer is a corporation amalgamatedunder the Company Act (British Columbia) (the "BCCA").The principal office of the Filer is located in Richmond,British Columbia;

2. The authorized capital of the Filer consistsof 200,000,000 common shares (the "Shares") and100,000,000 preference shares. As of the date hereof, 11,883,836Shares and no preference shares are issued and outstanding;

3. The Filer is a reporting issuer in eachof the Jurisdictions and in British Columbia and Manitoba,and is not in default of its reporting issuer obligationsunder the Legislation or the securities legislation of BritishColumbia and Manitoba, with the exception that the Filer hasnot filed Management's Discussion and Analysis for the financialperiod ended June 30, 2002;

4. 646543 B.C. Ltd. ("Bidco") isa private company that was incorporated pursuant to the BCCAon April 26, 2002;

5. On May 30, 2002, Bidco made an offer (the"Offer") to acquire all of the issued and outstandingShares of the Filer for a purchase price of $43.50 per Share.The Offer expired on July 5, 2002, and approximately 98.4%of the outstanding Shares were tendered into the Offer. OnJuly 5, 2002, Bidco took up all of the Shares tendered underthe Offer, and on July 10, 2002, Bidco paid for all of thoseShares;

6. On July 12, 2002, pursuant to the provisionsof the statutory right of compulsory acquisition providedby section 255 of the BCCA, Bidco mailed a Notice of CompulsoryAcquisition to all shareholders of the Filer who had not tenderedtheir Shares to the Offer. Bidco funded Computershare TrustCompany of Canada, as agent for the Filer, for each Sharenot tendered in the Offer with the identical considerationper Share as offered under the Offer. Pursuant to the compulsoryacquisition, Bidco acquired all of the remaining Shares ofthe Filer not already owned by Bidco and became the sole shareholderof the Filer on September 12, 2002;

7. As a result of the Offer and the subsequentcompulsory acquisition, Bidco owns all of the Filer's outstandingsecurities;

8. At the time of the Offer, the Shares werelisted and posted for trading on The Toronto Stock Exchange("TSX") under the stock symbol "ALT".At the request of the Filer, the TSX delisted the Shares atthe close of business on September 12, 2002;

9. No securities of the Filer are listed orquoted on any exchange or market;

10. The Filer has no intention of distributingsecurities to the public;

11. Other than the Shares, the Filer has nosecurities, including debt securities, outstanding;

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 pursuantto the Legislation is that the Filer is deemed to have ceasedto be a reporting issuer or the equivalent under the Legislation.

November 25, 2002.

"Margo Paul"