Clarington Corporation - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- s. 83 of Securities Act (Ontario) -- Issuer has only one security holder -- Issuer deemed to cease to be a reporting issuer under applicable securities laws.

Applicable Legislative Provisions

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

May 3, 2006

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ALBERTA, SASKATCHEWAN, ONTARIO, QUEBEC,

NOVA SCOTIA, NEW BRUNSWICK AND

NEWFOUNDLAND AND LABRADOR

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

CLARINGTON CORPORATION

MRRS DECISION DOCUMENT

Background

The local securities regulatory authority or regulator (the "Decision Maker") in each of the Provinces of Alberta, Saskatchewan, Ontario, Quebec, Nova Scotia, New Brunswick and Newfoundland and Labrador (collectively, the "Jurisdictions") has received an application from Clarington Corporation (the "Applicant") for a decision pursuant to the securities legislation of the Jurisdictions (the "Legislation") that the Applicant be deemed to have ceased to be a reporting issued under the Legislation.

Under the Mutual Reliance Review System for Exemptive Relief Applications

(a) the Ontario Securities Commission is the Principal Regulator for this application; and

(b) this MRRS decision document evidences the decision of each Decision Maker.

Representations

The decision is based on the following facts represented by the Applicant:

1. The Applicant was incorporated pursuant to the Business Corporations Act (Ontario) ("OBCA") on October 15, 2003.

2. The Applicant was the subject of a take-over bid offer (the "Offer") by Industrial Alliance Insurance and Financial Services Inc. ("Industrial Alliance") that expired on January 10, 2006.

3. The head office of the Applicant is in Toronto, Ontario.

4. The financial year-end of the Applicant is September 30.

5. The authorized capital of the Applicant consists of an unlimited number of common shares. As at the date hereof, there are 14,795,240 Common Shares issued and outstanding (the "Common Shares").

6. In connection with the Offer, Industrial Alliance has become the beneficial holder of all of the Common Shares.

7. As of the date of this decision, all of the outstanding securities of the Applicant, including debt securities, which are beneficially owned, directly or indirectly, are held by a sole security holder, Industrial Alliance.

8. The Common Shares have been de-listed from the Toronto Stock Exchange, effective as of February 2, 2006.

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

10. The Applicant is a reporting issuer, or the equivalent, in each of the Jurisdictions, and to its knowledge is currently not in default of any applicable requirements under the legislation except:

a. the requirement to file interim financial statements and related management discussion and analysis within 45 days of the end of the financial quarter ended December 31, 2005 (the "Interim Filings"); and

b. the requirement that the Applicant file an interim certificate in Form 52-109F2 signed by the CFO and CEO in relation to the Interim Filings.

11. The Applicant has no current intention to seek public financing by way of an offering of securities.

12. The Applicant will not be a reporting issuer or the equivalent in any province or territory of Canada immediately following the Commission granting the relief requested.

Decision

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 Applicant be deemed to have ceased to be a reporting issuer.