Mandate National Mortgage Corporation - s. 83

Headnote

Issuer deemed to have ceased to be a reporting issuer. Issuer has less than 15 security holders in Ontario holding less than 2% of the outstanding securities of the issuer. Issuer is a reporting issuer in British Columbia and Alberta, and security holders will therefore continue to have access to continuous disclosure information about the issuer via SEDAR.

Statutes Cited

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

IN THE MATTER OF

THE SECURITIES ACT

R.S.O. 1990, CHAPTER S.5, AS AMENDED (the "Act")

AND

IN THE MATTER OF

MANDATE NATIONAL MORTGAGE CORPORATION

ORDER

(Section 83)

UPON the application of Mandate National Mortgage Corporation ("Mandate") to the Ontario Securities Commission (the "Commission") for an order pursuant to section 83 of the Act that Mandate be deemed to have ceased to be a reporting issuer under Ontario securities legislation;

AND UPON considering the application and the recommendation of staff for the Commission;

AND UPON Mandate having represented to the Commission that:

1. Mandate carries on business under the Canada Business Corporations Act and its management and head office are located in Vancouver, British Columbia.

2. The issued and outstanding capital of Mandate consists of 10,000,000 common shares without par value, of which 699,861 are issued and outstanding and 10,000,000 Class "A" Non-Voting Retractable Redeemable Preferred shares without par value, of which 149,073 are issued and outstanding.

3. Mandate's outstanding securities, including debt securities, are beneficially owned, directly or indirectly, by less than 15 security holders in Ontario.

4. Shareholders resident in Ontario hold in aggregate less than 2% of the outstanding shares.

5. Mandate became a reporting issuer under the Act by filing a prospectus dated August 15, 1990. The offering for which the prospectus was filed did not complete and Mandate has not otherwise accessed the Ontario capital markets for funds. Mandate does not intend to seek financing by way of an offering to the public in Ontario.

6. None of the securities of Mandate are traded on a marketplace as defined in National Instrument 21-101.

7. Mandate is a reporting issuer in the provinces of British Columbia and Alberta. All information relating to Mandate will continue to be available on SEDAR.

8. Except for in British Columbia and Alberta, Mandate will not be a reporting issuer or the equivalent in any jurisdiction in Canada immediately following the granting of the relief contained in this decision.

9. Mandate is not in default of any of its requirements as a reporting issuer in Ontario, British Columbia or Alberta.

AND UPON the Commission being satisfied that to grant this order would not be prejudicial to the public interest;

IT IS ORDERED pursuant to section 83 of the Act that Mandate is deemed to have ceased to be a reporting issuer for the purposes of Ontario securities legislation.

January 23, 2004.