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.

November 7, 2005

Daniel Nauth
Goodman and Carr LLP
200 King Street West, Suite 2300
Toronto, Ontario
M5H 3W5

Dear Mr. Nauth:

Technology Flavours & Fragrances Inc. - Application to Cease to be a Reporting Issuer under Section 83 of the Securities Act

The Applicant has applied to the Ontario Securities Commission for an order under section 83 of the Act to be deemed to have ceased to be a reporting issuer.

As the Applicant has represented to the Commission that:

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

    • No securities of the Applicant are traded on a marketplace as defined in National Instrument 21-101;

    • The Applicant is not in default of any of its obligations under the Act as a reporting issuer; and

    • The Applicant will not be a reporting issuer or the equivalent in any jurisdiction in Canada immediately following the Director granting the relief requested.

The Director is satisfied that it would not be prejudicial to the public interest to grant the requested relief and orders that the Applicant is deemed to have ceased to be a reporting issuer.

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