Ontario Securities Commission Bulletin

Issue 30/47 - November 23, 2007

Ont. Sec. Bull. Issue 30/47

Table of Contents

Chapter 1 - Notices / News Releases

Notices

• Current Proceedings Before The Ontario Securities Commission

• OSC Staff Notice 11-737 (Revised) - Securities Advisory Committee - Vacancies (Previous versions published September 17, 2004 and July 15, 2005)

• Notice of Extension of Commission Order - Natural Gas Exchange Inc. Application for Interim Exemptive Relief

• CSA Notice 52-319 - Status of Proposed Repeal and Replacement of MI 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings

• OSC Staff Notice 52-717 - Certification of Annual and Interim Filings - Venture Issuer Basic Certificates

Notices of Hearing

• Borealis International Inc. et al. - ss. 127, 127.1

Notices from the Office of the Secretary

• Borealis International Inc. et al.

Chapter 2 - Decisions, Orders and Rulings

Decisions

• Sun Life Financial Inc. et al. - MRRS Decision

• Raymond Chabot Grant Thornton and RCGT Balanced Fund No. 1 for Partners - MRRS Decision

• Rio Narcea Gold Mines, Ltd. - s. 1(10)

• RBC Asset Management Inc. et al. - MRRS Decision

• CIBC Asset Management Inc. et al. - MRRS Decision

• GGOF 2007 Mining Flow-Through Limited Partnership and Guardian Group of Funds Ltd. - MRRS Decision

• Mackenzie Financial Corporation - MRRS Decision

• Creststreet Asset Management Limited et al. - MRRS Decision

• Pure Industrial Real Estate Trust - MRRS Decision

• Sandler O'Neill & Partners, L.P. - s. 6.1(1) of NI 31-102 National Registration Database and s. 6.1 of OSC Rule 13-502 Fees

• Lehman Brothers Asset Management Inc. - s. 6.1(1) of NI 31-102 National Registration Database and s. 6.1 of OSC Rule 13-502 Fees

• Lehman Brothers Asset Management LLC - s. 6.1(1) of NI 31-102 National Registration Database and s. 6.1 of OSC Rule 13-502 Fees

• Point North Energy Ltd. - MRRS Decision

• C1 Energy Ltd. - MRRS Decision

• TD Asset Management Inc. et al. - MRRS Decision

• Century II Holdings Inc. - s. 1(10)(b)

• Lawrence India Fund - OSC Rule 41-501 General Prospectus Requirements, s. 14.1.(2)

Orders

• Borealis International Inc. et al. - ss. 127(1), 127(5)

• Flaherty & Crumrine Incorporated - s. 80 of the CFA

• Natural Gas Exchange Inc. -- s. 147 of the Act and ss. 38 and 80 of the CFA

Chapter 4 - Cease Trading Orders

• Temporary, Permanent & Rescinding Issuer Cease Trading Orders

• Temporary, Permanent & Rescinding Management Cease Trading Orders

• Outstanding Management & Insider Cease Trading Orders

Chapter 8 - Notice of Exempt Financings

• Reports of Trades Submitted on Forms 45-106F1 and 45-501F1

Chapter 11 - IPOs, New Issues and Secondary Financings

Chapter 12 - Registrations

• Registrants

Chapter 13 - SRO Notices and Disciplinary Proceedings

• MFDA Hearing Panel issues Decision and Reasons respecting Michael MacDonald Disciplinary Hearing

• MFDA Hearing Panel issues Decision and Reasons respecting Kenneth Roy Breckenridge Disciplinary Hearing

• MFDA Hearing Panel Approves Settlement Agreement with John A. Moro

Dialogue with the OSC 2007

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Chapter 1 -- Notices / News Releases

Current Proceedings Before The Ontario Securities Commission

NOVEMBER 23, 2007

CURRENT PROCEEDINGS

BEFORE

ONTARIO SECURITIES COMMISSION

Unless otherwise indicated in the date column, all hearings will take place at the following location:

The Harry S. Bray Hearing Room

Ontario Securities Commission

Cadillac Fairview Tower

Suite 1700, Box 55

20 Queen Street West

Toronto, Ontario

M5H 3S8

Late Mail depository on the 19^th Floor until 6:00 p.m.

THE COMMISSIONERS

SCHEDULED OSC HEARINGS

ADJOURNED SINE DIE

Global Privacy Management Trust and Robert Cranston

Andrew Keith Lech

S. B. McLaughlin

Livent Inc., Garth H. Drabinsky, Myron I. Gottlieb, Gordon Eckstein, Robert Topol

Andrew Stuart Netherwood Rankin

Portus Alternative Asset Management Inc., Portus Asset Management Inc., Boaz Manor, Michael Mendelson, Michael Labanowich and John Ogg

Maitland Capital Ltd., Allen Grossman, Hanouch Ulfan, Leonard Waddingham, Ron Garner, Gord Valde, Marianne Hyacinthe, Diana Cassidy, Ron Catone, Steven Lanys, Roger McKenzie, Tom Mezinski, William Rouse and Jason Snow

Euston Capital Corporation and George Schwartz

OSC Staff Notice 11-737 (Revised) - Securities Advisory Committee - Vacancies (Previous versions published September 17, 2004 and July 15, 2005)

OSC STAFF NOTICE 11-737 (REVISED)

SECURITIES ADVISORY COMMITTEE - VACANCIES

(Previous versions published September 17, 2004 and July 15, 2005)

The Commission formally established the Securities Advisory Committee to the Commission ("SAC") many years ago. SAC meets on a regular basis, generally monthly, and provides advice to the Commission and staff on a variety of matters including legislative and policy initiatives and capital markets trends. SAC also provides advice and comments on legal, regulatory and market implications of any aspect of Commission rules, policies, operations, and administration. In addition, SAC is expected to provide general advisory services to the Commission and staff on an informal basis relating to emerging trends in the marketplace. SAC is asked to report to the Commission at least annually on its work over the previous year and identify issues that SAC considers should be addressed by the Commission.

The Commission is now looking for five prospective candidates (four Ontario lawyers and 1 U.S. lawyer) to serve on SAC for a two-year term beginning in February 2008.

Those who make a commitment to serve on SAC must be in a position to devote the time necessary to attend meetings, be an active participant, and undertake the work involved, which sometimes must be dealt with on an urgent basis. SAC members must have an excellent knowledge of the legislation and policies for which the Commission is responsible, and have significant practice experience in the securities area. Expertise in an area of special interest to the Commission at the time an appointment is made will also be a factor in selection. SAC members are expected to have excellent technical abilities and a strong interest in the development of securities regulatory policy. The Prospective candidates are encouraged to review OSC Policy 11-601 for further information about SAC.

Individual practitioners, with the support of their firms, are invited to apply in writing for membership on SAC to the Office of the General Counsel of the Commission, indicating areas of practice and relevant experience.

SAC's membership currently consists of thirteen Ontario solicitors practising in the area of securities law plus one U.S. securities lawyer. The present members of SAC are:

The Commission is very grateful to SAC members for their able assistance and valuable input.

Applications for SAC membership will be considered if received on or before January 7, 2008. Applications should be submitted in writing to:

November 23, 2007

Notice of Extension of Commission Order -- Natural Gas Exchange Inc. Application for Interim Exemptive Relief

NATURAL GAS EXCHANGE INC. (NGX)

APPLICATION FOR INTERIM EXEMPTIVE RELIEF

NOTICE OF EXTENSION OF COMMISSION ORDER

NGX has submitted a formal application to the Commission for a permanent exemption (Permanent Exemption Application) from the requirement to be registered as a commodity futures exchange under section 15 of the Commodity Futures Act (Ontario) (CFA) and related relief. The Permanent Exemption Application is based in part on the regulatory oversight of NGX in Alberta; however the form of this oversight has not been finalized and therefore the Commission is unable to proceed with the Permanent Exemption Application at this time. In order to allow NGX to continue to carry on business in Ontario while the Permanent Exemption Application is being processed, on November 16, 2007, the Commission granted NGX a temporary extension (Extension Order) to the interim exemption it granted on November 17, 2006. The interim exemption provided relief from (i) the requirement to be recognized as a stock exchange under section 21 of the Securities Act (Ontario) and (ii) the requirement to be registered as a commodity futures exchange under section 15 of the CFA. In addition, the interim exemption granted certain related registration relief from section 22 of the CFA for certain Ontario based NGX participants.

The Extension Order will expire on the earlier of (i) May 17, 2008 and (ii) the date a permanent exemption order is granted by the Commission.

A copy of the Extension Order is published in Chapter 2 of this Bulletin.

CSA Notice 52-319 - Status of Proposed Repeal and Replacement of MI 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings

CSA NOTICE 52-319

STATUS OF PROPOSED REPEAL AND REPLACEMENT OF

MULTILATERAL INSTRUMENT 52-109 CERTIFICATION OF DISCLOSURE

IN ISSUERS' ANNUAL AND INTERIM FILINGS

The Canadian Securities Administrators (the CSA or we) are issuing this notice to update market participants on the status of the initiative to repeal and replace Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings and the related forms and companion policy (together, the Current Materials).

On March 30, 2007, we published for comment the following:

• National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings;

• Forms 52-109F1, 52-109FMP1, 52-109FM1, 52-109F1 -- IPO/RTO, 52-109F1R, 52-109F1 -- AIF, 52-109F2, 52-109F2 -- IPO/RTO and 52-109F2R; and

• Companion Policy 52-109CP (together, the Proposed Materials).

The Proposed Materials were intended to repeal and replace the Current Materials.

The comment period expired on June 28, 2007. We received 53 comment letters. After extensive review and consideration of the comments received, we have decided to make significant revisions to certain aspects of the proposal. As a result, we will publish an amended version of the Proposed Materials for comment and we will not implement the Proposed Materials in final form on June 30, 2008. When we publish an amended version of the Proposed Materials for comment, we will include information relating to the expected effective date.

Among other changes, the amended version of the Proposed Materials will no longer require the CEO and the CFO of a venture issuer to certify that they have designed and evaluated the effectiveness of disclosure controls and procedures and internal control over financial reporting. The resulting certificate will be accompanied by an explanation for investors of how it differs from the full certificate required to be filed by reporting issuers other than venture issuers.

Venture issuers should be aware that the current rule remains in effect until a revised rule is adopted. However, certain jurisdictions have issued or intend to issue exemptive relief orders to permit a venture issuer to file interim and annual certificates for periods ending on or after December 31, 2007 in a form that reflects the proposed change described in the immediately preceding paragraph. A venture issuer should consult the websites of each jurisdiction in which it is a reporting issuer to determine the availability of such orders or other forms of accommodation relating to the filing of certificates under MI 52-109.

Questions

Please refer your questions to any of the following individuals:

Ontario Securities Commission

British Columbia Securities Commission

Alberta Securities Commission

Manitoba Securities Commission

Autorité des marchés financiers

November 23, 2007

OSC Staff Notice 52-717 - Certification of Annual and Interim Filings - Venture Issuer Basic Certificates

ONTARIO SECURITIES COMMISSION

STAFF NOTICE 52-717

CERTIFICATION OF ANNUAL AND INTERIM FILINGS

VENTURE ISSUER BASIC CERTIFICATES

Purpose

On November 23, 2007, the Canadian Securities Administrators (the CSA) issued CSA Notice 52-319 Status of Proposed Repeal and Replacement of Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (the CSA Notice).

The CSA issued the CSA Notice to update market participants on the status of the initiative to repeal and replace Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (MI 52-109) and the related forms and companion policy.

Staff of the Ontario Securities Commission are issuing this notice in conjunction with the CSA Notice to describe certain changes to current administrative staff practice in relation to filings by Venture Issuers (as described below) of a Basic Annual Certificate or a Basic Interim Certificate (as described below) instead of the current form of certificate required by MI 52-109.

Interpretation

In this notice,

(a) "Basic Annual Certificate" means the annual certificate in the form set out in Appendix A to this notice;

(b) "Basic Interim Certificate" means the interim certificate in the form set out in Appendix B to this notice; and

(c) "Venture Issuer" means an issuer that, as at the end of the period covered by the annual or interim filings, as the case may be, did not have any of its securities listed or quoted on any of the Toronto Stock Exchange, a U.S. Marketplace (as defined in National Instrument 51-102 Continuous Disclosure Obligations), or a marketplace outside of Canada and the United States of America other than the Alternative Investment Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group plc.

Proposed amended certificate requirements for Venture Issuers

As described in the CSA Notice, in March 2007 the CSA published for comment proposed materials that were intended to repeal and replace the current version of MI 52-109 and the related forms and companion policy. After extensive review and consideration of the comments received, the CSA have decided to make significant revisions to certain aspects of the proposal.

Among other changes, the amended version of the proposed materials, when published for comment, will no longer include the requirement that the CEO and the CFO of a Venture Issuer certify that they have designed and evaluated the effectiveness of disclosure controls and procedures and internal control over financial reporting. The resulting certificate will be accompanied by an explanation for investors of how it differs from the full certificate required to be filed by reporting issuers other than Venture Issuers.

In view of this decision, certain members of the CSA have issued, or are expected shortly to issue, orders providing that Venture Issuers that file Basic Annual Certificates and Basic Interim Certificates for financial years and interim periods ending on or after December 31, 2007 are exempt from the requirement to file the full annual certificates and full interim certificates, as required by MI 52-109, for such years and periods, respectively.

In this notice, we describe how Ontario staff will, as an administrative matter, treat filings by Venture Issuers of Basic Certificates.

Ontario staff position relating to Venture Issuer Basic Certificates

The Commission has decided to propose the repeal of the current certificate requirement for Venture Issuers and propose instead that Venture Issuers file a Basic Annual Certificate substantially in the form set out in Appendix A or a Basic Interim Certificate substantially in the form set out in Appendix B for a financial year or interim period ending on or after December 31, 2007.

Accordingly, Commission staff have concluded that, in these circumstances, it would not be appropriate or in the public interest for staff to consider a Venture Issuer that files a Basic Annual Certificate or a Basic Interim Certificate for a financial year or interim period ending on or after December 31, 2007 to be in default under OSC Policy 51-601 Reporting Issuer Defaults (OSC Policy 51-601). Staff are publishing this notice since this staff position represents a departure from OSC Policy 51-601.

This staff position applies only to Venture Issuers, as described in this notice, that file a Basic Annual Certificate in the form set out in Appendix A or a Basic Interim Certificate in the form set out in Appendix B for a financial year or interim period ending on or after December 31, 2007.

Questions

Please refer your questions to any of the following individuals:

November 23, 2007

Appendix A

CERTIFICATION OF ANNUAL FILINGS

VENTURE ISSUER BASIC CERTIFICATE

I, <identify (i) the certifying officer, (ii) his or her position at the issuer, (iii) the name of the issuer and (iv) if the certifying officer's title is not "chief executive officer" or "chief financial officer", indicate in which of these capacities the certifying officer is providing the certificate>, certify the following:

1. Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including for greater certainty all documents and information that are incorporated by reference in the AIF (together the annual filings) of <identify issuer> (the issuer) for the financial year ended <state the relevant date>.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

Date: <insert date of filing>

<If the certifying officer's title is not "chief executive officer" or "chief financial officer", indicate in which of these capacities the certifying officer is providing the certificate.>

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NOTE TO READER

In contrast to the certificate required under Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (MI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in MI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of:

i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

The issuer's certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate.

Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in MI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

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Appendix B

CERTIFICATION OF INTERIM FILINGS

VENTURE ISSUER BASIC CERTIFICATE

I, <identify (i) the certifying officer, (ii) his or her position at the issuer, (iii) the name of the issuer and (iv) if the certifying officer's title is not "chief executive officer" or "chief financial officer", indicate in which of these capacities the certifying officer is providing the certificate>, certify the following:

1. Review: I have reviewed the interim financial statements and interim MD&A (together the interim filings) of <identify issuer> (the issuer) for the interim period ending <state the relevant date>.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date:<insert date of filing>

<If the certifying officer's title is not "chief executive officer" or "chief financial officer", indicate in which of these capacities the certifying officer is providing the certificate.>

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NOTE TO READER

In contrast to the certificate required under Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (MI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in MI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of:

i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

The issuer's certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate.

Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in MI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

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Borealis International Inc. et al. - ss. 127, 127.1

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, c. S.5, AS AMENDED

AND

BOREALIS INTERNATIONAL INC.,

SYNERGY GROUP (2000) INC.,

INTEGRATED BUSINESS CONCEPTS INC.,

CANAVISTA CORPORATE SERVICES INC.,

CANAVISTA FINANCIAL CENTER INC.,

SHANE SMITH, ANDREW LLOYD, PAUL LLOYD,

VINCE VILLANTI, LARRY HALIDAY, JEAN BREAU,

JOY STATHAM, DAVID PRENTICE, LEN ZIELKE,

JOHN STEPHAN, RAY MURPHY,

ALEXANDER POOLE, DEREK GRIGOR AND

EARL SWITENKY

NOTICE OF HEARING

(Sections 127 and 127.1)

TAKE NOTICE that the Ontario Securities Commission will hold a hearing pursuant to sections 127 and 127.1 of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act"), at the offices of the Commission located at 20 Queen Street West, Toronto, in the Large Hearing Room, 17th Floor, commencing on November 28, 2007, at 11:00 a.m. or as soon thereafter as the hearing can be held;

AND TAKE NOTICE that the purpose of the hearing is to consider whether:

(a) pursuant to section 127(7) of the Act, to extend the Temporary Order made November 15, 2007;

(b) at the conclusion of the hearing, to make an order pursuant to clause 1 of section 127(1) that the registration of Alexander Poole be terminated, suspended or restricted, or that terms and conditions be placed or continued on his registration;

(c) at the conclusion of the hearing, to make an order pursuant to clause 2 of section 127(1) that trading in any securities by the respondents cease permanently or for such period as is specified by the Commission;

(d) at the conclusion of the hearing, to make an order pursuant to clause 2.1 of section 127(1) that acquisition of any securities by the respondents is prohibited permanently or for such period as is specified by the Commission;

(e) at the conclusion of the hearing, to make an order pursuant to clause 3 of section 127(1) that any exemptions contained in Ontario securities law do not apply to the respondents permanently or for such period as is specified by the Commission;

(f) at the conclusion of the hearing, to make an order pursuant to clause 6 of section 127(1) that the respondents be reprimanded;

(g) at the conclusion of the hearing, to make an order pursuant to clause 7 of section 127(1) that each of the individual respondents resign all positions that he or she holds as a director or officer of an issuer;

(h) at the conclusion of the hearing, to make an order pursuant to clause 8 of section 127(1) that each of the individual respondents be prohibited from becoming or acting as a director or officer of any issuer;

(i) at the conclusion of the hearing, to make an order pursuant to clause 8.2 of section 127(1) that the respondents be prohibited from becoming or acting as a director or officer of a registrant;

(j) at the conclusion of the hearing, to make an order pursuant to clause 9 of section 127(1) that the respondents each pay an administrative penalty for each failure to comply with Ontario securities law;

(k) at the conclusion of the hearing, to make an order pursuant to clause 10 of section 127(1) that the respondents each disgorge to the Commission any amounts obtained as a result of their non-compliance with Ontario securities law; and

(l) at the conclusion of the hearing, to make an order pursuant to section 127.1 that the respondents pay the costs of the investigation and hearing.

BY REASON OF the allegations set out in the Statement of Allegations of Staff of the Commission dated November 15, 2007 and such additional allegations as counsel may advise and the Commission may permit;

AND TAKE FURTHER NOTICE that any party to the proceeding may be represented by counsel, if that party attends or submits evidence at the hearing;

AND TAKE FURTHER NOTICE that upon the failure of any party to attend at the time and place aforesaid, the hearing may proceed in the absence of that party, and such party is not entitled to any further notice of the proceeding.

DATED at Toronto this 15th day of November, 2007.

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, c. S.5, AS AMENDED

AND

BOREALIS INTERNATIONAL INC.,

SYNERGY GROUP (2000) INC.,

INTEGRATED BUSINESS CONCEPTS INC.,

CANAVISTA CORPORATE SERVICES INC.,

CANAVISTA FINANCIAL CENTER INC.,

SHANE SMITH, ANDREW LLOYD, PAUL LLOYD,

VINCE VILLANTI, LARRY HALIDAY, JEAN BREAU,

JOY STATHAM, DAVID PRENTICE, LEN ZIELKE,

JOHN STEPHAN, RAY MURPHY,

ALEXANDER POOLE, DEREK GRIGOR AND

EARL SWITENKY

STATEMENT OF ALLEGATIONS

OF STAFF OF THE

ONTARIO SECURITIES COMMISSION

Staff of the Ontario Securities Commission (the "Commission") make the following allegations:

Corporate Respondents

1. Borealis International Inc. ("Borealis") is an Ontario company which was incorporated on February 16, 2007. Borealis is not a reporting issuer and has never been registered with the Commission.

2. Synergy Group (2000) Inc. ("Synergy") is an Ontario company which was incorporated on June 15, 2004. Synergy is not a reporting issuer and has never been registered with the Commission.

3. Integrated Business Concepts Inc. ("IBC") is an Ontario company which was incorporated on June 14, 1994. IBC is not a reporting issuer and has never been registered with the Commission.

4. Borealis, Synergy and IBC share the same registered address: 235 Yorkland Boulevard, Suite 202, North York, Ontario.

5. Canavista Corporate Services Inc. ("Canavista Corporate") is an Ontario company which was incorporated on September 1, 2005. Canavista Corporate is not a reporting issuer and has never been registered with the Commission.

6. Canavista Financial Center Inc. ("Canavista Financial") is an Ontario company which was incorporated on July 31, 1996. Canavista Financial is not a reporting issuer and has never been registered with the Commission.

7. Canavista Corporate and Canavista Financial share the same registered address: 311 George Street North, Peterborough, Ontario. Borealis and Synergy also have offices at this address.

Individual Respondents

8. Shane Smith ("Smith") is a resident of Peterborough, Ontario. Smith is not currently registered with the Commission.

9. Smith is a respondent in a pending Commission proceeding (the "Sabourin Proceeding"). Smith is subject to a cease trade order which was issued by the Commission on December 7, 2006 and extended by further orders of the Commission on December 20, 2006 and June 14, 2007 pending a hearing on the merits (the "Cease Trade Order").

10. Smith holds himself out as the President of Borealis and of Synergy.

11. Andrew Lloyd ("Lloyd") is a resident of Peterborough, Ontario. Lloyd is not currently registered with the Commission.

12. Lloyd is a respondent in the Sabourin Proceeding and is subject to the Cease Trade Order.

13. Lloyd acts as Synergy's Regional Manager GTA and Central Ontario and as the Regional Manager and Regional Contact for Borealis in Central and North Ontario. Lloyd is also a director of Canavista Corporate and the Vice-President and a director of Canavista Financial.

14. Paul Lloyd is Lloyd's father and is a resident of Peterborough, Ontario. Paul Lloyd is a director of Canavista Corporate and the President and a director of Canavista Financial. Paul Lloyd is not currently registered with the Commission.

15. Vince Villanti ("Villanti") is a resident of Whitby, Ontario. Villanti is the President and a director of Borealis, and the Executive Director and a director of IBC. Villanti has never been registered with the Commission.

16. Larry Haliday ("Haliday") is a resident of Richmond Hill, Ontario. Haliday is a director of IBC. Haliday has never been registered with the Commission.

17. Jean Breau ("Breau") is a resident of Whitby, Ontario. Breau is the President and a director of Synergy. Breau has never been registered with the Commission.

18. Joy Statham ("Statham") is a resident of Ottawa, Ontario. Statham is not currently registered with the Commission.

19. David Prentice ("Prentice") is a resident of Mississauga, Ontario. Prentice holds himself out as the Executive Vice-President of Synergy. Prentice has never been registered with the Commission.

20. Len Zielke ("Zielke") is a resident of Richmond, British Columbia. Zielke holds himself out as Synergy's Regional Manager and Regional Contact for British Columbia, Alberta and Saskatchewan. Zielke has never been registered with the Commission.

21. John Stephan ("Stephan") is a resident of London, Ontario. Stephan holds himself out as Synergy's Regional Manager for Western and South-Western Ontario and the Borealis Regional Contact for Western Ontario. Stephan is not currently registered with the Commission.

22. Ray Murphy ("Murphy") is a resident of Kingston, Ontario. Murphy holds himself out as Synergy's Regional Manager for Eastern Ontario, Quebec and the Maritimes and as Borealis' Regional Contact for Quebec, Maritimes, Manitoba and Eastern Ontario. Murphy is not currently registered with the Commission.

23. Alexander Poole ("Poole") is a resident of Waterloo, Ontario and is currently registered with the Commission as a salesperson in the categories of mutual fund dealer and limited market dealer.

24. Derek Grigor ("Grigor") is a resident of Okotoks, Alberta. Grigor has never been registered with the Commission.

25. Earl Switenky ("Switenky") is a resident of Red Deer, Alberta. Switenky has never been registered with the Commission.

Borealis Guaranteed Return Investment Certificate

26. Borealis and Synergy representatives and associates promote and sell an investment called the Borealis Guaranteed Return Investment Certificate ("Borealis GRIC"). The Borealis GRIC is a form of prime bank investment scheme. The Borealis GRIC is described in promotional material as a "bank-guaranteed product" which requires a minimum initial investment of $150,000 with minimum additional investments of $25,000. Investors are promised fixed returns of 10 to 18 percent. The Borealis GRIC is purportedly "locked in" for 24 months.

27. The Borealis GRIC was developed by Synergy and is promoted as the product of a "proprietary strategic alliance" with Borealis, Atlantic Trust Co. ("Atlantic Trust") and The Laiki Group. IBC is described as a recipient of funds from Atlantic Trust.

28. Atlantic Trust and The Laiki Group are not participants in the Borealis GRIC, and have no arrangements with Borealis, Synergy nor any other of the respondents.

29. The respondents falsely claim that the Borealis GRIC is regulated by the Financial Consumer Agency of Canada ("FCAC") and the "Bank Act".

30. The respondents falsely claim that the "first $100,000" of a Borealis GRIC is "protected" by Canada Deposit Insurance Corporation ("CDIC").

31. References to Atlantic Trust, The Laiki Group, FCAC, the Bank Act and CDIC are part of an effort by the respondents to give the appearance of legitimacy to the scheme described herein.

Scope of Activity

32. Smith, Lloyd and Paul Lloyd have each promoted, and sold or attempted to sell, the Borealis GRIC personally and through representatives and associates. To this end, Smith, Lloyd and Paul Lloyd are variously acting with and through Borealis, Synergy, Canavista Corporate, Canavista Financial and/or IBC.

33. Statham, Prentice, Zielke, Stephan, Murphy, Poole, Grigor and Switenky have each promoted, and sold or attempted to sell, the Borealis GRIC.

34. Villanti, Haliday and Breau, through their respective positions with Borealis, Synergy and IBC, have authorized, permitted or acquiesced in the unlawful conduct described herein.

Investment Contracts

35. The Borealis GRIC is an "investment contract" and therefore a "security" as defined in section 1(1)(n) of the Ontario Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act").

Alberta Securities Commission Proceeding

36. Synergy, Borealis, Zielke, Prentice, Smith, Grigor and Switenky are respondents in a proceeding issued by the Alberta Securities Commission and are subject to a cease trade order, which is in place until a hearing is concluded and a decision rendered, or until otherwise ordered.

Breach of Cease Trade Order

37. Through their activity described herein, Smith and Lloyd have breached the Cease Trade Order.

Conduct Contrary to Ontario Securities Law and Conduct Contrary to the Public Interest

38. The activities of the respondents constitute trading in securities without registration in respect of which no exemption was available, contrary to section 25 of the Act.

39. The activities of the respondents constitute distributions of securities for which no preliminary prospectus and prospectus were issued nor receipted by the Director, contrary to section 53 of the Act.

40. Each of the individuals who are directors and officers of the corporate respondents, including de facto directors and officers of the corporate respondents, have authorized, permitted or acquiesced in the corporate respondents' non-compliance with Ontario securities law, and accordingly, failed to comply with Ontario securities law contrary to section 129.2 of the Act.

41. The respondents' conduct is contrary to the public interest and harmful to the integrity of the Ontario capital markets.

DATED AT TORONTO this 15th day of November, 2007.

Borealis International Inc. et al.

FOR IMMEDIATE RELEASE

November 20, 2007

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, c. S.5, AS AMENDED

AND

IN THE MATTER OF

BOREALIS INTERNATIONAL INC.,

SYNERGY GROUP (2000) INC.,

INTEGRATED BUSINESS CONCEPTS INC.,

CANAVISTA CORPORATE SERVICES INC.,

CANAVISTA FINANCIAL CENTER INC.,

SHANE SMITH, ANDREW LLOYD, PAUL LLOYD,

VINCE VILLANTI, LARRY HALIDAY, JEAN BREAU,

JOY STATHAM, DAVID PRENTICE, LEN ZIELKE,

JOHN STEPHAN, RAY MURPHY,

ALEXANDER POOLE, DEREK GRIGOR AND

EARL SWITENKY

TORONTO -- The Office of the Secretary issued a Notice of Hearing on November 15, 2007, scheduling the hearing in the above named matter to commence on November 28, 2007 at 11:00 a.m.

A copy of the Temporary Order, Notice of Hearing and Statement of Allegations are available at www.osc.gov.on.ca.

Chapter 2 -- Decisions, Orders and Rulings

Sun Life Financial Inc. et al. - MRRS Decision

Headnote

MRRS -- credit support issuer does not satisfy conditions of exemption in section 13.4 of NI 51-102 -- credit support issuer has securities outstanding that are not designated credit support securities because credit supporter has not provided a full and unconditional guarantee -- designated credit support securities cannot have a full and unconditional guarantee because ore regulatory capital requirements -- credit support issuer exempt from certain continuous disclosure and certification requirements under the Legislation, subject to conditions -- capital trust issuer established to provide a regulated entity with a cost effective means of raising regulatory capital -- regulated entity has provided an undertaking not to pay dividends if the capital trust issuer fails to make payments on capital trust securities -- undertaking is functional equivalent of a guarantee -- capital trust securities are ultimately exchangeable into securities of the regulated entity -- capital trust issuer exempt from certain continuous disclosure and certification requirements under the legislation, subject to conditions.

Applicable Legislative Provisions

National Instrument 51-102 Continuous Disclosure Obligations, ss. 13.1, 13.4.

Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, ss. 4.4, 4.5.

November 14, 2007

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,

MANITOBA, ONTARIO, QUEBEC, NEW BRUNSWICK,

NOVA SCOTIA, NEWFOUNDLAND AND LABRADOR,

NUNAVUT, THE NORTHWEST TERRITORIES AND

THE YUKON TERRITORY

(the "Jurisdictions")

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

SUN LIFE FINANCIAL INC. ("SLF"),

SUN LIFE ASSURANCE COMPANY OF CANADA ("SLA")

AND SUN LIFE CAPITAL TRUST

(the "Trust" and collectively with SLF and SLA, the "Filers")

MRRS DECISION DOCUMENT

Background

The local securities regulatory authority or regulator (the "Decision Maker") in each of the Jurisdictions has received an application from the Filers for a decision under the securities legislation of the Jurisdictions (the "Legislation") that:

• SLA and the Trust be granted an exemption from the Continuous Disclosure Requirements pursuant to section 13.1 of NI 51-102 (a "Continuous Disclosure Exemption"); and

• SLA and the Trust be granted an exemption from the Certification Requirements pursuant to section 4.5 of MI 52-109 (a "Certification Exemption").

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.

Interpretation

Defined terms contained in National Instrument 14-101 -- Definitions have the same meaning in this decision unless they are defined in this decision. In this decision, the following terms have the following meanings:

"2002 CD Relief" means the relief from the then applicable Continuous Disclosure Requirements granted to the Trust on March 14, 2002;

"2004 Certification Relief" means the relief from the Certification Requirements granted to the Trust on May 14, 2004;

"Affiliate" has the meaning given to such term in NI 51-102;

"AIF" means an annual information form;

"Annual Certificates" has the meaning given to such term in MI 52-109;

"Annual Filings" means an issuer's AIF, annual financial statements and annual MD&A filed pursuant to NI 51-102;

"At Par Redemption Date" means December 31, 2011;

"Automatic Exchange" means the automatic exchange of SLEECS -- Series A for SLA Preferred Shares Series Y upon the occurrence of certain events relating to the solvency of SLA or actions taken by the Superintendent in respect of the financial strength of SLA;

"Certification Requirements" means the requirements to file Annual Certificates under section 2.1 of MI 52-109 and Interim Certificates under section 3.1 of MI 52-109;

"Continuous Disclosure Filings" means:

(a) annual financial statements required by section 4.1 of NI 51-102;

(b) interim financial statements required by section 4.3 of NI 51-102;

(c) AIFs required by section 6.1 of NI 51-102;

(d) annual and interim MD&A required by section 5.1 of NI 51-102;

(e) press releases and material change reports required by section 7.1 of NI 51-102 in the case of material changes that are also material changes in the affairs of SLF; and

(f) material contracts required by section 12.2 of NI 51-102;

"Continuous Disclosure Requirements" means the requirements contained in NI 51-102 to file and deliver, as applicable, the Continuous Disclosure Filings;

"Credit Facilities" means the unsecured, non-interest bearing credit facilities provided to the Trust by SLA or its Affiliates in connection with the offerings of the SLEECS;

"Credit Support Issuer" has the meaning given to such term in NI 51-102;

"Credit Support Issuer Exemptions" means the exemption from the Continuous Disclosure Requirements in section 13.4 of NI 51-102 and the exemption from the Certification Requirements in section 4.4 of MI 52-109;

"Debt Guarantee" means the subordinated guarantee by SLF of SLA's payment obligations in respect of the SLA Subordinated Debentures;

"Deficiency Payment" means a payment calculated as follows:

(a) if at the date of determination a winding-up order has been made with respect to SLF, then the Deficiency Payment shall be the amount that, when paid to the holders of the SLA Preferred Shares outstanding as of the Triggering Event, will result in:

(i) the holders of SLA's Class A Shares, Class B Shares, Class C Shares and Class E Shares outstanding as of the Triggering Event receiving payment of the same proportion of the unpaid amounts on such shares as the holders of such shares would have received had their claim to such unpaid amounts on the final distribution of surplus of SLF, if any, pursuant to section 95(1) of the WURA ranked on a parity with the claims of the holders of SLF's Class A Shares; and

(ii) the holders of SLA's Class D Shares outstanding as of the Triggering Event receiving payment of the same proportion of the unpaid amounts on such shares as the holders of such shares would have received had their claim to such unpaid amounts on the final distribution of surplus of SLF, if any, pursuant to section 95(1) of the WURA ranked on a parity with the claims of the holders of SLF's Class B Shares; and

(b) in all circumstances other than those listed above, the Deficiency Payment shall be the amount equal to the aggregate unpaid amounts attributable to all classes of SLA Preferred Shares outstanding as of the Triggering Event;

"Designated Credit Support Securities" has the meaning given to such term in NI 51-102;

"Distribution Date" has the meaning given to such term in the SLEECS -- Series A Prospectus;

"Dividend Reference Period" has the meaning given to such term in the SLEECS -- Series A Prospectus;

"Dividends" has the meaning given to such term in the SLEECS -- Series A Prospectus;

"Dividend Stopper Undertaking" has the meaning given to such term in the SLEECS -- Series A Prospectus;

"Early Redemption Price" has the meaning given to such term in the SLEECS -- Series A Prospectus;

"GAAP" means Canadian generally accepted accounting principles as in effect from time to time;

"Holder Exchange Right" means the right of holders of SLEECS -- Series A to exchange their SLEECS -- Series A for SLA Preferred Shares Series Z;

"ICA" means the Insurance Companies Act (Canada), as amended;

"ICA Financial Statements" means the audited annual financial statements of SLA prepared in compliance with section 331 of the ICA;

"Indicated Yield" means each fixed, semi-annual, non-cumulative cash distribution distributed to holders of a particular series of SLEECS;

"Interim Certificates" has the meaning given to such term in MI 52-109;

"Interim Filings" means an issuer's interim financial statements and interim MD&A filed pursuant to NI 51-102;

"Liquidation Preference" means any amount to which holders of a particular class or series of SLA Preferred Shares are entitled in priority to any amounts which may be payable in respect of any class of shares of SLA which rank junior to such class or series in the event of a distribution of assets upon the liquidation, dissolution or winding-up of SLA;

"MD&A" means management's discussion and analysis of the financial condition and results of operations;

"MI 52-109" means Multilateral Instrument 52-109 -- Certification of Disclosure in Issuers' Annual and Interim Filings;

"NI 45-106" means National Instrument 45-106 -- Prospectus and Registration Exemptions;

"NI 51-102" means National Instrument 51-102 -- Continuous Disclosure Obligations;

"Preferred Share Guarantee" means the subordinated guarantee by SLF of the amount of any declared and unpaid dividends on the SLA Preferred Shares, the Redemption Price of the SLA Preferred Shares, and the Liquidation Preference of the SLA Preferred Shares;

"Public Preferred Shares" has the meaning given to such term in the SLEECS -- Series A Prospectus;

"Redemption Price" means the amount payable by SLA following presentation and surrender of any SLA Preferred Shares which have been redeemed by SLA or which are then redeemable by the holder pursuant to the terms of such SLA Preferred Shares;

"SEDAR" means the System for Electronic Document Analysis and Retrieval;

"Series A Share Exchange Agreement" has the meaning given to the term "Share Exchange Agreement" in the SLEECS -- Series A Prospectus;

"Series B Share Exchange Agreement" means the share exchange agreement between the Trust, SLF, SLA and CIBC Mellon Trust Company, as exchange trustee, with respect to the SLEECS -- Series B;

"SLA A Debenture" means the senior debenture issued by SLA to the Trust in respect of the SLEECS -- Series A;

"SLA B Debenture" means the senior debenture issued by SLA to the Trust in respect of the SLEECS -- Series B;

"SLA Debentures" means the SLA A Debenture and the SLA B Debenture;

"SLA Dividend Restricted Shares" has the meaning given to such term in the SLEECS -- Series A Prospectus;

"SLA Preferred Shares" means the Class A Shares, Class B Shares, Class C Shares, Class D Shares and Class E Shares of SLA;

"SLA Preferred Shares Series W" means the Class A Shares -- Series W of SLA;

"SLA Preferred Shares Series X" means the Class A Shares -- Series X of SLA;

"SLA Preferred Shares Series Y" means the Class A Shares -- Series Y of SLA;

"SLA Preferred Shares Series Z" means the Class A Shares -- Series Z of SLA;

"SLA Subordinated Debentures" means the $150,000,000 principal amount of 6.30% subordinated debentures due 2028, the $300,000,000 principal amount of 6.65% subordinated debentures due 2015, and the $800,000,000 principal amount of 6.15% subordinated debentures due 2022;

"SLEECS" means the Sun Life ExchangEable Capital Securities of the Trust;

"SLEECS Redemption Price" has the meaning given to the term "Redemption Price" in the SLEECS -- Series A Prospectus;

"SLEECS -- Series A Prospectus" means the final prospectus of the Trust dated October 11, 2001;

"SLF Dividend Restricted Shares" has the meaning given to such term in the SLEECS -- Series A Prospectus;

"SLF Guarantees" means the Debt Guarantee and the Preferred Share Guarantee;

"SLF Preferred Shares" means, collectively, the outstanding Class A Shares and Class B Shares of SLF from time to time;

"SLF Responsible Issuer Undertaking" means the undertaking delivered by SLF to the Ontario Securities Commission confirming that:

(a) following SLF providing the SLF Guarantees and for as long as SLA and the Trust qualify for the Continuous Disclosure Exemption, SLF will be considered a "responsible issuer" for the purposes of determining its liability under Part XXIII.1 of the Securities Act (Ontario) as if the SLEECS were an "issuer's security" of SLF for the purposes of such part; and

(b) for the avoidance of doubt, pursuant to the definition of "issuer's security" in section 138.1 of the Securities Act (Ontario), the SLA Preferred Shares, the SLA Subordinated Debentures and designated credit support securities of SLA guaranteed by SLF constitute issuer's securities of SLF for purposes of determining its liability under Part XXIII.1 of the Securities Act (Ontario);

"Special Trust Securities" means the Special Trust Securities of the Trust;

"Summary Financial Information" has the meaning given to such term in NI 51-102;

"Superintendent" means the Superintendent of Financial Institutions (Canada);

"Triggering Event" means if SLA:

(a) fails to make full payment of any dividend declared on any SLA Preferred Shares on the date required for such payment;

(b) fails to make full payment of the Redemption Price when due; or

(c) becomes subject to a winding-up order (as defined in the WURA or any order of similar effect made under applicable laws for the winding-up, liquidation or dissolution of SLA);

"Trust Securities" means the Special Trust Securities and the SLEECS;

"TSX" means the Toronto Stock Exchange; and

"WURA" means the Winding-up and Restructuring Act (Canada).

Representations

This decision is based on the following facts represented by the Filers:

SLF

1. SLF was incorporated on August 5, 1999 under the ICA and became the sole shareholder of SLA in 2000 pursuant to SLA's demutualization. SLF is a reporting issuer or the equivalent in each province and territory of Canada that provides for a reporting issuer regime and is not, to the best of its knowledge, in default of any applicable requirement under the securities legislation of the Jurisdictions. SLF's head office is located in Ontario.

2. SLF's authorized capital consists of unlimited numbers of Class A Shares and Class B Shares, each issuable in series, and an unlimited number of Common Shares.

3. As of July 27, 2007 SLF had outstanding 568,028,811 Common Shares, 16,000,000 Class A Shares -- Series 1, 13,000,000 Class A Shares -- Series 2, 10,000,000 Class A Shares -- Series 3, 12,000,000 Class A Shares -- Series 4, and 10,000,000 Class A Shares -- Series 5. SLF also had outstanding three series of senior unsecured debentures in an aggregate principal amount of $1,800,000,000 and one series of subordinated unsecured debentures in a principal amount of $400,000,000.

SLA

4. SLA was formed by the amalgamation of its predecessor, Sun Life Assurance Company of Canada, and Clarica Life Insurance Company on December 31, 2002 and its governing statute is the ICA. SLA is a reporting issuer or the equivalent in each province and territory of Canada that provides for a reporting issuer regime and is not, to the best of its knowledge, in default of any applicable requirement under the securities legislation of the Jurisdictions. SLA's head office is located in Ontario.

5. SLA's authorized capital consists of unlimited numbers of Class A Shares, Class B Shares, Class C Shares, Class D Shares and Class E Shares, each issuable in series, and an unlimited number of common shares.

6. As of July 27, 2007 SLA had outstanding 357,179,546 common shares, 40,000 Class B Shares -- Series A, and 28,000,000 Class C Shares -- Series 1, all of which are held by SLF. None of SLA's outstanding shares are SLA Dividend Restricted Shares or Public Preferred Shares.

7. SLA has created and authorized the issuance of up to 38,000,000 SLA Preferred Shares Series Y and 38,000,000 SLA Preferred Shares Series Z to satisfy its obligations if the Holder Exchange Right is exercised or the Automatic Exchange is triggered. SLA has created and authorized the issuance of up to 8,000,000 SLA Preferred Shares Series W and 8,000,000 SLA Preferred Shares Series X for issuance if the equivalent exchange rights are exercised or triggered with respect to the SLEECS -- Series B. The terms of these shares each provide, among other things, that they are exchangeable at the option of the holder into Common Shares of SLF in certain circumstances and after certain dates.

The Trust

8. The Trust is an open-end trust established under the laws of Ontario by The Canada Trust Company as trustee pursuant to a declaration of trust dated as of August 9, 2001. The Trust is a reporting issuer or the equivalent in each province and territory of Canada that provides for a reporting issuer regime and is not, to the best of its knowledge, in default of any applicable requirement under the securities legislation of the Jurisdictions.

9. The capital of the Trust consists of an unlimited number of units divided into one class of voting Special Trust Securities issuable in series and one class of non-voting SLEECS issuable in series.

10. As of July 27, 2007 the outstanding Trust Securities consisted of 2,000 Special Trust Securities, 9,500,000 SLEECS -- Series A and 20,000,000 SLEECS -- Series B. The outstanding Special Trust Securities are all held by SLA. The outstanding SLEECS -- Series A were issued pursuant to a public offering in October 2001 and are listed on the Toronto Stock Exchange. The outstanding SLEECS -- Series B were issued pursuant to a public offering in June 2002 and are not listed on any exchange.

11. The Trust is a special purpose issuer established solely for the purpose of offering the SLEECS in order to provide SLA (and, indirectly, SLF) with a cost-effective means of raising capital for Canadian insurance company regulatory purposes by creating and selling the Trust Securities and acquiring and holding trust assets. The trust assets consist primarily of the SLA Debentures. The Trust used the proceeds of the offerings of SLEECS to purchase the SLA Debentures. The SLA Debentures generate income for distribution to holders of the Trust Securities on a semi-annual, non-cumulative basis.

12. Each of the SLA Debentures bears interest that is distributed to holders of SLEECS -- Series A and SLEECS -- Series B, respectively, by way of payment of the Indicated Yield and any excess net income, after such distributions are made, is distributed to SLA as the holder of the Special Trust Securities.

13. Representations 14 through 24 only refer to the SLEECS -- Series A, SLA Preferred Shares Series Y, SLA Preferred Shares Series Z, the SLA A Debenture and the Series A Share Exchange Agreement because the features of the SLEECS -- Series B, SLA Preferred Shares Series W, SLA Preferred Shares Series X, the SLA B Debenture and the Series B Share Exchange Agreement are the same as those described herein except for the following:

(a) the Indicated Yield payable on the SLEECS -- Series A is $34.325 per $1,000 initial issue price, which is equivalent to an annual yield of 6.8650% and which corresponds to the interest rate payable on the SLA A Debenture, whereas the Indicated Yield payable on the SLEECS -- Series B is $35.465 per $1,000 initial issue price, which is equivalent to an annual yield of 7.093% and which corresponds to the interest rate payable on the SLA B Debenture;

(b) the dates on which various rights arise are different due to the different offering dates of the SLEECS -- Series A and the SLEECS -- Series B; and

(c) the SLEECS -- Series A may be exchanged for SLA Preferred Shares Series Y or SLA Preferred Shares Series Z in certain circumstances, whereas the SLEECS -- Series B may be exchanged for SLA Preferred Shares Series W or SLA Preferred Shares Series X in those circumstances (such SLA Preferred Shares Series W and SLA Preferred Shares Series X having the same attributes as the SLA Preferred Shares Series Y and the SLA Preferred Shares Series Z, respectively, except for the dates upon which various rights arise and the rate of dividends payable on the SLA Preferred Shares Series X as compared to that of the SLA Preferred Shares Series Z).

14. The Trust will not pay the Indicated Yield on the SLEECS -- Series A if:

(a) SLA has Public Preferred Shares outstanding and fails to declare Dividends on any of the Public Preferred Shares in accordance with their respective terms; or

(b) SLA fails to declare Dividends on its Class B Shares -- Series A,

in either case, in the Dividend Reference Period.

15. Pursuant to the Series A Share Exchange Agreement, SLF and SLA have agreed, for the benefit of the holders of SLEECS -- Series A, that if the Trust fails, on any applicable Distribution Date, to pay the Indicated Yield on the SLEECS -- Series A:

(a) SLA will not pay Dividends on the SLA Dividend Restricted Shares; or

(b) if SLA Dividend Restricted Shares are not outstanding, SLF will not pay Dividends on the SLF Dividend Restricted Shares,

in either case until a specific period of time has elapsed unless the Trust first pays such Indicated Yield (or the unpaid portion thereof) to holders of the SLEECS -- Series A.

16. Pursuant to the terms of the SLEECS -- Series A and the Series A Share Exchange Agreement, the SLEECS -- Series A:

(a) may be exchanged at the option of a holder for SLA Preferred Shares Series Z pursuant to the Holder Exchange Right; and

(b) will be automatically exchanged for SLA Preferred Shares Series Y pursuant to the Automatic Exchange.

Upon the exercise of the Holder Exchange Right or the triggering of the Automatic Exchange, the Trust will convert the corresponding principal amount of the SLA A Debenture into SLA Preferred Shares Series Y or SLA Preferred Shares Series Z, as the case may be.

17. The SLA Preferred Shares Series Y and the SLA Preferred Shares Series Z will be redeemable after certain dates, at the option of SLA and subject to regulatory approval, by the payment of a cash amount or by the delivery of Common Shares of SLF.

18. On any Distribution Date the Trust has the right, subject to regulatory approval and on not less than 30 nor more than 60 days' prior written notice, to redeem the SLEECS -- Series A at the greater of the SLEECS Redemption Price and the Early Redemption Price, if the SLEECS -- Series A are redeemed prior to the At Par Redemption Date, and at the SLEECS Redemption Price if the SLEECS -- Series A are redeemed on or after the At Par Redemption Date.

19. SLA, as the holder of the Special Trust Securities, may require the termination of the Trust, subject to regulatory approval, provided that holders of SLEECS -- Series A receive the Early Redemption Price or the SLEECS Redemption Price, as applicable.

20. Upon the occurrence of certain regulatory or tax events affecting SLA or the Trust, the Trust has an additional right, subject to regulatory approval and on not less than 30 nor more than 90 days' prior written notice, to redeem at any time all but not less than all of the SLEECS -- Series A at the Early Redemption Price if the SLEECS -- Series A are redeemed prior to the At Par Redemption Date and at the SLEECS Redemption Price if the SLEECS -- Series A are redeemed on or after the At Par Redemption Date.

21. In certain circumstances, including at a time when SLA's financial condition is deteriorating or proceedings for the winding-up of SLA have been commenced, the SLEECS -- Series A will be automatically exchanged for SLA Preferred Shares Series Y without the consent of the holders.

22. The exchange rights and procedures applicable to the SLEECS -- Series A were accurately described in the SLEECS -- Series A Prospectus.

23. The return to holders of SLEECS is dependent on the financial condition of SLA rather than the Trust. Holders of SLEECS are ultimately concerned about the affairs and financial performance of SLA as opposed to that of the Trust.

24. The SLEECS are treated for insurance regulatory capital purposes as if they are SLA Preferred Shares and, as a result, if any circumstance arose where the solvency or financial strength of SLA was threatened, the Superintendent would be expected to move to ensure that the Automatic Exchange is triggered prior to the occurrence of any potential insolvency event at SLA.

Prior Continuous Disclosure and Certification Relief Granted to the Trust

25. On March 14, 2002 the Trust was granted the 2002 CD Relief and on May 14, 2004 the Trust was granted the 2004 Certification Relief. The 2002 CD Relief and the 2004 Certification Relief exempt the Trust from the Continuous Disclosure Requirements and the Certification Requirements provided that, among other things:

(a) SLF and SLA file their financial statements, AIF and MD&A under the Trust's SEDAR profile at the same time that they are required to be filed by SLF and SLA;

(b) SLF and SLA send their financial statements and MD&A to holders of Trust Securities at the same time and in the same manner as if the holders of Trust Securities were holders of SLF Common Shares or SLA common shares; and

(c) SLF and SLA file their Annual Certificates and Interim Certificates under the Trust's SEDAR profile at the same time that they are required to be filed by SLF and SLA.

SLF Guarantees

26. SLF intends to provide the SLF Guarantees which will cover certain securities issued, or to be issued, by SLA.

27. The Debt Guarantee will result in holders of the SLA Subordinated Debentures being entitled to receive payment from SLF within 15 days of any failure by SLA to make a payment due under the SLA Subordinated Debentures.

28. SLF intends to provide a similar guarantee in respect of any non-convertible debt securities issued by SLA in the future, other than debt securities issued to and held by SLF or its Affiliates, debt securities issued to the types of entities described in section 13.4(2)(c)(iii) of NI 51-102, and debt securities issued under exemptions from the registration and prospectus requirements in section 2.35 of NI 45-106. Such a guarantee will be described in the applicable prospectus or prospectus supplement filed by SLA in connection with a distribution of such debt securities.

29. The amount payable by SLF under the Preferred Share Guarantee will be limited such that the claims of holders of the SLA Preferred Shares under the Preferred Share Guarantee will, in effect, rank equally with the claims of holders of the corresponding class of SLF Preferred Shares. To accomplish this, the Preferred Share Guarantee will provide that if a Triggering Event occurs, SLF will pay the Deficiency Payment to SLA in trust for the benefit of holders of SLA Preferred Shares outstanding as of the Triggering Event.

30. The Preferred Share Guarantee will apply in respect of any SLA Preferred Shares outstanding from time to time, including SLA Preferred Shares issued upon a conversion of SLEECS pursuant to the Holder Exchange Right or the Automatic Exchange and the equivalent exchange rights applicable to the SLEECS -- Series B. The Preferred Share Guarantee will be described in the applicable prospectus or prospectus supplement filed by SLA in connection with any future distribution of SLA Preferred Shares.

31. The Preferred Share Guarantee will rank subordinate to any and all outstanding liabilities of SLF unless otherwise provided by the terms of the instrument creating or evidencing any such liability. However, since the Preferred Share Guarantee will be a debt obligation of SLF and, therefore, will rank ahead of the claims of holders of the SLF Preferred Shares, the calculation of the amount payable under the Preferred Share Guarantee is subject to reduction such that on the distribution of assets upon a winding-up of SLF, claims under the Preferred Share Guarantee will, in effect, rank equally with the claims of holders of the SLF Preferred Shares. Otherwise, the Preferred Share Guarantee would negatively impact the capital treatment of the SLA Preferred Shares for SLF for insurance regulatory purposes.

32. Each of the SLF Guarantees will terminate (subject to any existing rights or claims at the time of such termination) upon the earlier to occur of:

(a) unless SLF and SLA agree to the contrary, the date that no SLA securities which are the subject of such guarantee (or securities convertible into or exchangeable for such securities, including, in the case of the Preferred Share Guarantee, SLEECS) are outstanding;

(b) the date that SLF no longer owns all of the outstanding common shares of SLA;

(c) the date that the relief contemplated by this decision is no longer available to SLA; or

(d) the date SLA commences filing its own Continuous Disclosure Filings with the Decision Makers,

provided that SLF may not terminate the Preferred Share Guarantee in respect of the SLA Preferred Shares Series W, the SLA Preferred Shares Series X, the SLA Preferred Shares Series Y and the SLA Preferred Shares Series Z pursuant to clauses (b), (c) or (d) above at any time after the occurrence of an Automatic Exchange or during a period when SLA has failed to make full payment when due of any dividend declared on any SLA Preferred Shares or has failed to make full payment when due of the Redemption Price and, in either case, such failure has not been remedied by the payment of such amounts by SLA or SLF.

Requested Relief

33. Preparing and, where applicable, printing and distributing Continuous Disclosure Filings at both SLF and SLA has been inconvenient, costly and a strain on management resources. It is also potentially confusing to investors. SLA is seeking the relief requested pursuant to this decision to substantially simplify its continuous disclosure obligations. The Trust is seeking the relief requested pursuant to this decision because the conditions of the 2002 CD Relief and the 2004 Certification Relief will not be fulfilled if SLA does not make Continuous Disclosure Filings and does not file Annual Certificates and Interim Certificates.

34. The relief requested pursuant to this decision is substantially similar to the Credit Support Issuer Exemptions.

35. Section 13.4(2) of NI 51-102 provides an automatic exemption from the Continuous Disclosure Requirements for a Credit Support Issuer provided that certain conditions are satisfied. With the implementation of the SLF Guarantees, SLA would be able to satisfy each of the criteria of section 13.4(2) of NI 51-102 other than the requirement set out in section 13.4(2)(c) due to the terms of the Preferred Share Guarantee.

36. The Preferred Share Guarantee will be structured such that, in a circumstance where SLA fails to make payment for 15 days of either declared dividends or the Redemption Price, or there exists insufficient assets to pay the Liquidation Preference upon the liquidation or winding-up of SLA, and at such time a winding-up order has been made in respect of SLF, payment of such amounts to holders of the SLA Preferred Shares will not be made until the final distribution of surplus of SLF, if any, to shareholders of SLF pursuant to section 95(1) of the WURA. This provision of the Preferred Share Guarantee is necessary in order to preserve the appropriate priority of claims (i.e., so that claims of holders of the SLA Preferred Shares under the Preferred Share Guarantee do not rank ahead of the claims of holders of SLF Preferred Shares by virtue of crystallizing earlier). In circumstances where SLF is not the subject of a winding-up order, payment will be made on the date immediately following the 15-day period permitted for the payment of dividends and the Redemption Price and, in the case of the Liquidation Preference, the later of:

(a) the date of the final distribution of property of SLA to creditors pursuant to section 93 of the WURA; and

(b) the date of the final distribution of surplus of SLA to shareholders, if any, pursuant to section 95(1) of the WURA.

37. With the implementation of the SLF Guarantees, the only outstanding securities of SLA that will not satisfy the criteria of section 13.4(2)(c) of NI 51-102 are the SLA Preferred Shares because the Preferred Share Guarantee will not be a full and unconditional guarantee as required to comply with the definition of Designated Credit Support Securities.

38. The Trust is not able to rely on section 13.4 of NI 51-102 due to the fact that the SLEECS cannot be guaranteed by SLF without adverse consequences on the capital treatment for Canadian insurance company regulatory purposes.

39. Section 4.4 of MI 52-109 provides an automatic exemption from the Certification Requirements for a Credit Support Issuer provided that it qualifies for, and is in compliance with, the requirements and conditions set out in section 13.4 of NI 51-102. For the reasons described above, neither SLA nor the Trust meet all of the conditions of section 13.4 of NI 51-102.

Liability for Secondary Market Disclosure

40. SLF has delivered to the Ontario Securities Commission the SLF Responsible Issuer Undertaking and will file the SLF Responsible Issuer Undertaking on its SEDAR profile following SLF providing the SLF Guarantees.

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 a Continuous Disclosure Exemption be granted to SLA provided that:

(a) SLF and SLA continue to be regulated by the Office of the Superintendent of Financial Institutions (Canada) or any successor;

(b) SLF remains the beneficial owner of all the outstanding voting securities (as defined in the Legislation) of SLA;

(c) SLF and SLA remain reporting issuers or the equivalent thereof under the Legislation;

(d) SLF enters into the SLF Guarantees within 15 business days of the date of this decision and continues to provide the SLF Guarantees;

(e) SLF and SLA announce the implementation of the SLF Guarantees by press release;

(f) a copy of the Debt Guarantee is filed under SLF's and SLA's SEDAR profiles and a copy of the Preferred Share Guarantee is filed under SLF's, SLA's and the Trust's SEDAR profiles;

(g) SLF complies with the requirements of the Legislation and the requirements of the TSX in respect of making public disclosure of material information on a timely basis;

(h) SLF issues in Canada and files any news release that discloses a material change in its affairs;

(i) SLF concurrently sends to all holders of guaranteed debt securities of SLA, in the manner and at the time required by the Legislation and the TSX, all disclosure materials that are sent to holders of similar debt of SLF;

(j) SLF concurrently sends to all holders of guaranteed SLA Preferred Shares, and to holders of SLEECS, in the manner and at the time required by the Legislation and the TSX, all disclosure materials that are sent to holders of similar SLF Preferred Shares;

(k) SLA files, for the periods covered by any annual or interim financial statements of SLF, either in the notice referred to in (l) below or in or with such SLF financial statements, consolidating Summary Financial Information for SLF presented with a separate column for each of the following:

(i) SLF;

(ii) SLA;

(iii) any other subsidiaries of SLF on a combined basis;

(iv) consolidating adjustments; and

(v) the total consolidated amounts;

(l) SLA files a notice indicating that it is relying on the Continuous Disclosure Filings of SLF and setting out where those documents can be found for viewing in electronic format;

(m) SLA issues in Canada a news release and files a material change report for all material changes in respect of the affairs of SLA that are not also material changes in the affairs of SLF;

(n) SLA files its annual financial statements in accordance with Canadian GAAP concurrently with the filing of the ICA Financial Statements with the Superintendent in accordance with the ICA;

(o) SLA does not issue or have outstanding any securities other than Designated Credit Support Securities, securities issued to and held by SLF or its Affiliates, debt securities issued to the types of entities described in section 13.4(2)(c)(iii) of NI 51-102, securities issued under exemptions from the registration and prospectus requirements in section 2.35 of NI 45-106, or SLA Preferred Shares that are subject to the Preferred Share Guarantee; and

(p) such Continuous Disclosure Exemption will cease to apply on January 15, 2012.

The further decision of the Decision Makers under the Legislation is that a Continuous Disclosure Exemption be granted to the Trust provided that:

(a) SLA qualifies for the relief contemplated by, and SLF and SLA are in compliance with the requirements and conditions set out in, SLA's Continuous Disclosure Exemption;

(b) for so long as any SLEECS are outstanding, SLF and SLA continue to provide the Dividend Stopper Undertaking;

(c) the Trust does not issue or have outstanding any securities other than SLEECS and Special Trust Securities;

(d) the Trust does not have any material assets other than the SLA Debentures and has no material liabilities other than the Credit Facilities;

(e) the Trust files a notice indicating that it is relying on the Continuous Disclosure Filings of SLF and setting out where such filings can be found for viewing in electronic format;

(f) the Trust issues in Canada a news release and files a material change report for all material changes in respect of the affairs of the Trust that are not also material changes in the affairs of SLF or SLA;

(g) all of the outstanding Special Trust Securities are beneficially owned by SLA or any of its Affiliates and all of the outstanding voting securities (as defined in the Legislation) of SLA or of its Affiliates which own the Special Trust Securities are beneficially owned by SLF;

(h) the rights and obligations, other than the economic terms thereof, of holders of any additional SLEECS that may be issued by the Trust are the same in all material respects as the rights and obligations of holders of SLEECS -- Series A and SLEECS -- Series B at the date of this decision; and

(i) such Continuous Disclosure Exemption will cease to apply on January 15, 2012.

The further decision of the Decision Makers is that a Certification Exemption be granted to SLA provided that:

(a) SLA qualifies for the relief contemplated by, and SLF and SLA are in compliance with the requirements and conditions set out in, SLA's Continuous Disclosure Exemption;

(b) SLA and the Trust are not required to, and do not, file their own Annual Filings and Interim Filings; and

(c) such Certification Exemption will cease to apply on January 15, 2012.

The further decision of the Decision Makers is that a Certification Exemption be granted to the Trust provided that:

(a) the Trust qualifies for the relief contemplated by, and SLF, SLA and the Trust are in compliance with the requirements and conditions set out in, the Trust's Continuous Disclosure Exemption;

(b) the Trust is not required to, and does not, file its own Annual Filings and Interim Filings; and

(c) such Certification Exemption will cease to apply on January 15, 2012.

The further decision of the Decision Makers is that the 2004 Certification Relief is revoked.

The further decision of the Decision Makers is that the 2002 CD Relief is revoked.

Raymond Chabot Grant Thornton and RCGT Balanced Fund No. 1 for Partners - MRRS Decision

Headnote

Section 1(10) of the Securities Act (Ontario) -- unique fund designed primarily to service accounting partnership deemed to have ceased to be reporting issuers -- no unitholders remaining in Ontario - funds not eligible to rely on simplified process set out in OSC Staff Notice 12-703.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10).

November 8, 2007

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

THE PROVINCES OF QUEBEC, ONTARIO AND

NEW BRUNSWICK (THE "JURISDICTIONS")

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF OF

RAYMOND CHABOT GRANT THORNTON ("RCGT")

AND

IN THE MATTER OF

RCGT BALANCED FUND NO. 1 FOR PARTNERS

(THE "FUND")

(RCGT AND THE FUND, COLLECTIVELY, THE "FILER")

MRRS DECISION DOCUMENT

Background

The local securities regulatory authority or regulator (the "Decision Maker") in each of the Jurisdictions has received an application to request a decision under the securities legislation of the Jurisdictions (the "Legislation") granting it a decision, where applicable, to revoke the reporting issuer status of the Fund or that such Fund cease being reporting issuer (the "Requested Revocation").

Under the Mutual Reliance Review System for Exemptive Relief Applications:

(a) the Autorité des marchés financiers is the principal regulator for this application;

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

Interpretation

Defined terms contained in National Instrument 14-101 Definitions have the same meaning in this decision unless they are defined in this decision.

Representations

This decision is based on the following facts represented by the Filer:

1. The Fund is an open-ended mutual fund trust established under the laws of the Province of Quebec.

2. The head office of RCGT is located in Montreal.

3. The units of the Fund are strictly offered to partners of RCGT and their spouse, and therefore, are not widely distributed. The Fund was created as part of RCGT's private retirement plan which makes it mandatory for RCGT's partners to join. They have to make mandatory contributions in RRSP accounts each year but they can also make optional contributions in RRSP and non-RRSP accounts.

4. The Fund has obtained an exemption to prepare a prospectus and to register as a dealer from the Commission des valeurs mobilières du Québec on March 18, 1985 (Decision 0426-I-85) (the "Previous Exemption").

5. The Fund became a reporting issuer in the Jurisdictions on September 27, 2004 following the grant of a prospectus receipt.

6. RCGT has proceeded on October 31, 2007 with the transfer of the assets of the Fund held in the name of the registered accounts of the Fund to a group segregated fund with the Fund's identical name, created by Manulife Financial (the "Transfer to the Segregated Fund"). After the Transfer to the Segregated Fund, the Fund will only have assets held in the name of the non registered accounts. Written notices dated July 30, 2007 and October 26, 2007 indicating these changes have been sent to the unitholders of the Fund.

7. The Fund will not immediately be dissolved in order to limit, for some of the holders of the non registered accounts, the tax consequences associated with the Transfer to the Segregated Fund. RCGT intends to postpone by a few years the Transfer to the Segregated Fund of the assets held in the name of the non registered accounts in order to divide up the tax consequences on the chosen period by the holders of these accounts, subject to a limited period to be determined by RCGT.

8. Following the Transfer to the Segregated Fund described in paragraph 6 hereinabove, a total of 31 Quebec residents will continue holding units of the Fund (the "Holders of Non Registered Accounts"). The Fund will not have any holder left in the Provinces of Ontario and New Brunswick.

9. All the Holders of Non Registered Accounts are partners of RCGT or their spouse or children. At least nineteen of them are "accredited investors", as such term is defined in Section 1.1 of Regulation 45-106 -- Prospectus and Registration Exemptions in Quebec and, elsewhere in Canada, National Instrument 45-106 -- Prospectus and Registration Exemptions.

10. The unitholders of the Fund who are not accredited investors are either a retired partner of RCGT or a spouse or a child of a partner or retired partner of RCGT.

11. More than half of the 31 Holders of Non Registered Accounts have acquired their initial units of the Fund through a distribution made pursuant to the Previous Exemption. The other Holders of Non Registered Accounts have acquired their units through a distribution made by prospectus.

12. The Fund may not use the provisions of the CSA Staff Notice 12-307 -- Ceasing to be a Reporting Issuer under the Mutual Reliance Review System for Exemptive Relief Applications ("CSAN 12-307") because of the number of unitholders of the Fund which is too high and because of the fact that the Fund did not nominate on May 1st, 2007, the initial members of the Funds' independent review committee in accordance with Regulation 81-107 -- Independent Review Committee for Investment Funds ("Regulation 81-107") in Quebec and, elsewhere in Canada, National Instrument 81-107 -- Independent Review Committee for Investment Funds ("NI 81-107"). RCGT has however filed a separate application on April 20, 2007 for a decision exempting it from the requirements contained in Sections 3.2 and 8.2(2) of Regulation 81-107 and of NI 81-107.

13. RCGT has sent a notice on October 26, 2007 to all of the unitholders of the Fund to advise them of the Requested Revocation and to explain the implications of the decision that will be rendered.

14. If the decision is granted, the Fund will comply with the provisions of Regulation 81-106 on Investment Fund Continuous Disclosure (the "Regulation 81-106") in Quebec and, elsewhere in Canada, of National Instrument 81-106 -- Investment Fund Continuous Disclosure ("NI 81-106") that apply to mutual funds that are not reporting issuers. The Fund intends to benefit from the exemption set forth in section 2.11 of Regulation 81-106 and NI 81-106.

15. The assets of the Fund held in the name of the non registered accounts will only remain in this Fund for tax considerations.

16. To continue to require the Fund to comply with the disclosure and reporting requirements of a reporting issuer will impose substantial costs on the Fund. These costs have increased with the implementation of Regulation 81-107 and NI 81-107.

17. The remaining unitholders of the Fund will have the benefit of the following protections:

a) the disclosure provided to the unitholders pursuant to the Legislation for mutual funds that are not reporting issuers;

b) the possibility to request the redemption, at any time, of the units they hold in the Fund and to receive their portion of the net assets; and

c) Unitholders who have purchased units of the Fund pursuant to the prospectus will continue to benefit from the rescission rights and the civil sanctions that are available to unitholders, including the recourse that can be used in case of misrepresentations in the prospectus.

Decision

Each of the Decision Makers is satisfied that the test contained in the Legislation that provided the Decision Maker with the jurisdiction to make the decision has been met.

The decision of the Decision Makers in accordance with the Legislation is to grant the Requested Revocation.

Rio Narcea Gold Mines, Ltd. - s. 1(10)

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- application for an order that the issuer is not a reporting issuer.

Ontario Statutes

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10).

November 9, 2007

Dear Ms. Austman: