Securities Law & Instruments


Issuer exempted from interim financial reporting requirements for first and third quarter of each financial year - issuer also exempted from requirements to file annual information forms and management's discussion and analysis - exemption terminates upon i) the occurrence of a material change in the business affairs of the issuer unless the Decision Makers are satisfied that the exemption should continue; and ii) National Instrument 81-106 -- Investment Fund Continuous Disclosure coming into force.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am, ss. 77, 79 and 80(b)(iii).

Applicable Ontario Rules

OSC Rule 51-501- AIF and MD&A, (2000) 23 OSCB 8365, as am., ss. 1.2(2), 2.1(1), 3.1, 4.1(1), 4.3 and 5.1.













WHEREAS the securities regulatory authority or regulator (the "Decision Maker") in each of the Provinces of Ontario and Saskatchewan (the "Jurisdictions") has received the application of CMP 2004 Resource Limited Partnership (the "Partnership") for a decision pursuant to the securities legislation (the "Legislation") of the Jurisdictions exempting the Partnership from the requirements of the Legislation to file with the Decision Makers and send to its securityholders (the "Limited Partners") its:

(a) annual information form (the "AIF");

(b) annual management's discussion and analysis of financial condition and results of operations (the "Annual MD&A); and

(c) interim management's discussion and analysis of financial condition and results of operations (the "Interim MD&A").

AND WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Relief Applications (the "System"), the Ontario Securities Commission (the "OSC") is the principal regulator for this application;

AND WHEREAS, unless otherwise defined, the terms herein have the meaning set out in National Instrument 14-101 Definitions.

AND WHEREAS the Partnership has represented to the Decision Makers that:

1. The Partnership is a limited partnership formed pursuant to the Limited Partnerships Act (Ontario) on December 30, 2003;

2. On March 24, 2004, the Decision Makers issued a receipt for a prospectus of the Partnership (the "Prospectus") dated March 23, 2004 with respect to the offering of units of the Partnership ("Partnership Units");

3. The Partnership was formed for the purpose of investing the proceeds from the issue and sale of the Partnership Units primarily in flow-through shares of corporations that represent to the Partnership that they are principal business corporations as defined in the Income Tax Act (Canada) and that they intend to incur Canadian Exploration Expense;

4. The Partnership Units have not been and will not be listed for trading on a stock exchange;

5. On or before July 1, 2006, the Partnership will be dissolved and the Limited Partners will receive their pro rata share of the net assets of the Partnership. The General Partner entered into an agreement with an open-end mutual fund corporation managed by Goodman & Company, Investment Counsel Ltd. (the "Mutual Fund") concurrently with the filing of its prospectus, whereby the assets of the Partnership will be exchanged for shares of the Mutual Fund, within 60 days of which the shares of the Mutual Fund will be distributed to the Limited Partners, pro rata, on a tax deferred basis upon the dissolution of the Partnership;

6. Unless a material change takes place in the business and affairs of the Partnership, the Limited Partners will obtain adequate financial information concerning the Partnership from the semi-annual financial statements and the annual report containing audited financial statements of the Partnership together with the auditors' report thereon distributed to Limited Partners. The Prospectus and the semi-annual financial statements provide sufficient background materials and the explanations necessary for a Limited Partner to understand the Partnership's business, its financial position and its future plans, including dissolution or before July 1, 2006;

7. Given the limited range of business activities to be conducted by the Partnership and the nature of the investment of the Limited Partners in the Partnership, the provision by the Partnership of the AIF, the Annual MD&A and the Interim MD&A will not be of significant benefit to the Limited Partners and may impose a material financial burden on the Partnership;

8. Each of the Limited Partners has, by subscribing for the Partnership Units offered by the Partnership in accordance with the Prospectus, agreed to the irrevocable power of attorney contained in Article Three of the limited partnership agreement scheduled to the Prospectus and has thereby consented to the making of this application for the exemption requested herein;

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

AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the Decision has been met;

THE DECISION of the Decision Makers under the Legislation is that the requirements contained in the Legislation to file and send to its Limited Partners its AIF, Annual MD&A and Interim MD&A shall not apply to the Partnership provided that this exemption shall terminate upon:

(a) the occurrence of a material change in the affairs of the Partnership unless the Partnership satisfies the Decision Makers that the exemptions should continue, which satisfaction shall be evidenced in writing; or

(b) National Instrument 81-106 Investment Funds Continuous Disclosure coming into force.

October 8, 2004.

"Leslie Byberg"