Securities Law & Instruments

Headnote

Issuer deemed to have ceased to be offering its securities to the public under the OBCA.

Statute Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 1(6).

September 9, 2005

IN THE MATTER OF

THE BUSINESS CORPORATIONS ACT

R.S.O. 1990, c.B.16, AS AMENDED (the "OBCA")

AND

IN THE MATTER OF

BRASCAN POWER INC.

 

ORDER

(Section 1(6) of the OBCA)

UPON the application (the "Application") of Brascan Power Inc. (the "Applicant") to the Ontario Securities Commission (the "Commission") for an order, pursuant to Section 1(6) of the OBCA, that it be deemed to have ceased to be offering its securities to the public;

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

AND UPON the Applicant having represented to the Commission as follows:

1. The Applicant is an "offering corporation" as defined in the OBCA.

2. The Applicant was continued under the laws of the Province of Ontario by a Certificate and Articles of Continuance dated December 22, 1980. The name of the Applicant was changed from "Great Lakes Power Inc." to "Brascan Power Inc." effective December 1, 2004. The head and registered office of the Applicant is currently located in Toronto, Ontario.

3. The authorized capital of the Applicant consists of an unlimited number of common shares ("Common Shares") and an unlimited number of Class A Preferred Shares. As at August 4, 2005, there are 101,383,135 Common Shares issued and outstanding and no Class A Preferred Shares issued and outstanding.

4. Prior to February 28, 2001, the Applicant's Common Shares were listed on the Toronto Stock Exchange. On February 28, 2001, the shareholders of the Applicant (formerly named Great Lakes Power Inc.) approved at a special meeting a going private transaction proposed by the principal shareholder, Brascan Corporation ("Brascan"). Pursuant to this offer, Brascan acquired in February 2001 all of the then-outstanding publicly held Common Shares of the Applicant not already owned by it in exchange for cash and Class A Limited Voting Shares of Brascan. As a result of this transaction, the Applicant's Common Shares ceased to be listed on the Toronto Stock Exchange.

5. As of March 1, 2005, the publicly held unsecured notes of the Applicant, issued on August 18, 1999, matured and were repaid in full. Other than the Common Shares, the Applicant has no securities issued and outstanding.

6. All the issued and outstanding Common Shares of the Applicant are held, directly and indirectly, by Brascan.

7. No securities of the Applicant are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation.

8. The Applicant does not intend to seek public financing by way of a public offering of its securities.

9. The Applicant is not in default of any of its obligations as a reporting issuer under the securities legislation of the jurisdictions in Canada in which it is currently a reporting issuer.

10. The Applicant has submitted an MRRS application to cease to be a reporting issuer in all of the jurisdictions in Canada in which it is currently a reporting issuer.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

IT IS ORDERED pursuant to Section 1(6) of the Act, that the Applicant is deemed to have ceased to be offering its securities to the public under the Act.

"Paul M. Moore, Q.C."

"Robert L. Shirriff, Q.C."