Securities Law & Instruments


Mutual Reliance Review System for Exemptive Relief Applications -- issuer deemed to have ceased to be a reporting issuer.

Ontario Statutes

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

October 27, 2005

High River Acquisition Corp.
155 University Avenue
Suite 1700
Toronto, Ontario M5H 3B7
Re :
High River Acquisition Corp.
Application to Cease to be a Reporting Issuer under the securities legislation of Alberta, Ontario and Québec (the "Jurisdictions")
Our file: 120044-003

High River Acquisition Corp. (the "Applicant") has applied to the local securities authority or regulator (the "Decision Makers") in the Jurisdictions for a decision under the securities legislation (the "Legislation") to be deemed to have ceased to be a reporting issuer in the Jurisdictions.

As the Applicant has represented to the Decision Makers that:

    • The outstanding securities of the Applicant, including debt securities, are beneficially owned, directly or indirectly, by less than 15 security holders in each of the jurisdictions in Canada and less than 51 security holders in total in Canada;

    • No securities of the Applicant are traded on a market place as defined in National Instrument 21-101 Marketplace Operation;

    • The Applicant is applying for relief to cease to be a reporting issuer in all of the jurisdictions in Canada in which it is currently a reporting issuer; and

    • The Applicant is not in default of any of its obligations under the legislation as a reporting issuer.

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 and orders that the Applicant is deemed to have ceased to be a reporting issuer.

"Charlie MacCready"
Assistant Manager, Corporate Finance
Ontario Securities Commission