Ontario Securities Commission Bulletin

Issue 31/17 - April 25, 2008

Ont. Sec. Bull. Issue 31/17

Table of Contents

Chapter 1 - Notices / News Releases

Notices

• Current Proceedings Before The Ontario Securities Commission

Notices from the Office of the Secretary

• Imagin Diagnostic Centres Inc. et al.

• John Illidge et al.

• Adrian Samuel Leemhuis et al.

Chapter 2 - Decisions, Orders and Rulings

Decisions

• Crombie Real Estate Investment Trust - MRRS Decision

• Goodman & Company, Investment Counsel Ltd.

• Palmarejo Silver and Gold ULC - MRRS Decision

• PowerComm Inc. - MRRS Decision

• Wellco Energy Services Trust - s. 1(10)

• AGF Funds Inc. et al. - MRRS Decision

• Sherritt International Corporation

• Catapult Energy Small Cap 2007 FTS Limited and Aston Hill Financial Inc. - MRRS Decision

• MICC Investments Limited - s. 1(10)

• First Asset Funds Inc. et al. - MRRS Decision

• Blackmont Capital Inc. et al.

• Solectron Global Services Canada Inc. - MRRS Decision

• Stukely Capital Inc. - MRRS Decision

Orders

• NYLIFE Distributors LLC - s. 218 of the Regulation

• Mackenzie Financial Corporation et al. - s. 80 of the CFA

• Law Debenture Trust Company of New York and Deutsche Bank Aktiengesellschaft - s. 46(4) of the OBCA

• John Illidge et al.

• Adrian Samuel Leemhuis et al. - ss. 127(1), 127(5)

Rulings

• Connor, Clark & Lunn Private Capital Ltd. et al. - s. 74(1)

Chapter 3 - Reasons: Decisions, Orders and Rulings

OSC Decisions, Orders and Rulings

• Meadowbank Asset Management Inc.

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 6 - Request for Comments

• Notice and Request for Comments - Draft Act Amendments and Consequential Amendments to Proposed NI 31-103 Registration Requirements

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

• CDS Rule Amendment Notice -- Technical Amendments to CDS Procedures -- Pledge: Suppress Auto Claim; Pledge: Remove Loan Items; Pledge: Update Loan Item for Stock Splits and Stock Distribution Type Events

• CDS Rule Amendment Notice -- Technical Amendments to CDS Procedures -- Reg SHO Procedure Change

• MFDA Sets Date for Brian Somerset Campbell Hearing in Vancouver, British Columbia

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Chapter 1 -- Notices / News Releases

Current Proceedings Before The Ontario Securities Commission

APRIL 25, 2008

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

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

Al-Tar Energy Corp., Alberta Energy Corp., Eric O'Brien, Bill Daniels, Bill Jakes, John Andrews, Julian Sylvester, Michael N. Whale, James S. Lushington, Ian W. Small, Tim Burton and Jim Hennesy

Global Partners Capital, WS Net Solution, Inc., Hau Wai Cheung, Christine Pan, Gurdip Singh Gahunia

Land Banc of Canada Inc., LBC Midland I Corporation, Fresno Securities Inc., Richard Jason Dolan, Marco Lorenti and Stephen Zeff Freedman

Imagin Diagnostic Centres Inc. et al.

FOR IMMEDIATE RELEASE

April 21, 2008

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

IMAGIN DIAGNOSTIC CENTRES INC.,

PATRICK J. ROONEY, CYNTHIA JORDAN,

ALLAN McCAFFREY, MICHAEL SHUMACHER,

CHRISTOPHER SMITH, MELVYN HARRIS AND

MICHAEL ZELYONY

TORONTO -- The hearing on the merits in the above noted matter has been scheduled to commence on March 23, 2009, for 10 days.

John Illidge et al.

FOR IMMEDIATE RELEASE

April 22, 2008

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

JOHN ILLIDGE, PATRICIA McLEAN,

DAVID CATHCART, STAFFORD KELLEY

AND DEVENDRANAUTH MISIR

TORONTO -- On April 21, 2008 the Commission issued an Order in the above noted matter that:

(1) the Hearing on the Merits shall commence on May 20, 2008, with the following four weeks reserved for the hearing; and

(2) if there is a change in circumstances prior to the commencement of the Hearing on the Merits, the parties may bring any additional motions before the Commission at the commencement of the Hearing on the Merits on May 20, 2008, or earlier if necessary.

A copy of the Order is available at www.osc.gov.on.ca.

Adrian Samuel Leemhuis et al.

FOR IMMEDIATE RELEASE

April 23, 2008

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

ADRIAN SAMUEL LEEMHUIS,

FUTURE GROWTH GROUP INC.,

FUTURE GROWTH FUND LIMITED,

FUTURE GROWTH GLOBAL FUND LIMITED,

FUTURE GROWTH MARKET NEUTRAL FUND LIMITED,

AND FUTURE GROWTH WORLD FUND

TORONTO -- The Commission issued a Temporary Order in the above named matter which provides that pursuant to section 127(6) of the Act this order shall take effect immediately and shall expire on the fifteenth day after its making unless extended by order of the Commission.

A copy of the Temporary Order dated April 22, 2008 is available at www.osc.gov.on.ca.

Chapter 2 -- Decisions, Orders and Rulings

Crombie Real Estate Investment Trust - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- Multilateral Instrument 61-101 Protection of Minority Shareholders in Special Transactions -- Relief granted from the requirement under subsection 6.3(1) to obtain a formal valuation of exchangeable units to be used as non-cash consideration in connection with a related party transaction; but for the fact that there is no published market for the exchangeable units, an exemption to the formal valuation requirement would be available under subsection 6.3(2) of MI 61-101; the exchangeable units are, in all material respects, equivalent to units of a reporting issuer for which there is a published market.

Applicable Legislative Provisions

Multilateral Instrument 61-101 Protection of Minority Shareholders in Special Transactions, ss. 6.3, 9.1.

March 18, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF ONTARIO AND QUEBEC

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

CROMBIE REAL ESTATE INVESTMENT TRUST

MRRS DECISION DOCUMENT

Background

The local securities regulatory authority or regulator (the Decision Maker) in each of Ontario and Québec (the Jurisdictions) has received an application from Crombie Real Estate Investment Trust (the REIT) for a decision under the securities legislation of the Jurisdictions (the Legislation) granting relief from the requirement in subsection 6.3(1)(d) Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (Multilateral Instrument 61-101) to obtain a formal valuation of the Exchangeable LP Units (as defined below) to be issued under the Proposed Transaction (as defined below) (the Requested Relief).

Under the Mutual Reliance Review System for Exemptive Relief Applications:

(a) the Ontario Securities Commission is the principal regulator for this application, and;

(b) the 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 representations by the REIT:

1. The REIT, through its wholly owned subsidiary, Crombie Limited Partnership (Crombie LP), proposes to acquire a portfolio of real estate properties (the Acquisition Properties) from subsidiaries of Empire Company Limited (Empire), for consideration of approximately $441 million, including closing and transaction costs of approximately $13 million (the Proposed Transaction), to be comprised of a combination of approximately $386 million of cash and $55 million of class B limited partnership units of Crombie LP (the Exchangeable LP Units).

2. The REIT is an unincorporated open-ended real estate investment trust established pursuant to a declaration of trust dated January 1, 2006, as amended and restated (the Declaration of Trust) formed under, and governed by, the laws of the Province of Ontario.

3. The REIT is authorized to issue an unlimited number of units (the Units) and an unlimited number of special voting units (the Special Voting Units). As at December 31, 2007 there were 21,648,985 Units and 20,079,576 Special Voting Units issued and outstanding. The number of Special Voting Units outstanding at any point in time is equivalent to, and accompanies the number of Exchangeable LP Units outstanding.

4. Empire through its wholly owned subsidiary ECL Developments Limited (ECL) holds 20,079,576 Exchangeable LP Units representing an approximately 48.1% economic interest in the REIT.

5. The Units are currently listed and posted for trading on the Toronto Stock Exchange (the TSX) under the symbol "CRR.UN".

6. The REIT is a reporting issuer, or has equivalent status, under securities legislation in all provinces of Canada and is not in default of any of the requirements of such legislation.

7. The REIT invests in income-producing retail, office and mixed use properties in Canada, with a future growth strategy focused primarily on the acquisition of retail properties. As at December 31, 2007, the REIT owned a portfolio of 52 commercial properties in six provinces comprising approximately 8.0 million square feet of gross leaseable area.

8. Crombie LP is a limited partnership formed under the laws of the Province of Nova Scotia and governed by a second amended and restated limited partnership agreement dated March 23, 2006 (the Crombie LP Agreement) among Crombie General Partner Limited (Crombie GP), ECL and Crombie Subsidiary Trust (CS Trust).

9. Crombie GP, is a company incorporated under the laws of the Province of Nova Scotia, is the general partner of Crombie LP and is wholly owned by CS Trust.

10. Under the Crombie LP Agreement, Crombie LP is authorized to issue an unlimited number of class A limited partnership units (the Class A LP Units) and an unlimited number of Exchangeable LP Units (collectively, the LP Units), as well as an unlimited number of general partnership units.

11. All the outstanding Class A LP Units are held by CS Trust (a wholly-owned subsidiary of the REIT), all the Exchangeable LP Units are held by ECL, and all the outstanding general partnership units are held by Crombie GP.

12. The Exchangeable LP Units are in all material respects, equivalent to the Units on a per unit basis. Pursuant to the terms of an exchange agreement dated March 23, 2006 among the REIT, CS Trust, Crombie GP, Crombie LP and ECL (the Exchange Agreement), each Exchangeable LP Unit is exchangeable at the option of the holder for one Unit of the REIT. Each Exchangeable LP Unit also has the same economic rights and entitlements to distributions as a Unit of the REIT, and is accompanied by one Special Voting Unit, which provides for the same voting rights in the REIT as a Unit.

13. The Exchangeable LP Units are not listed and posted for trading on the TSX or any other stock exchange.

14. The Proposed Transaction involves the acquisition by the REIT, through Crombie LP, of certain real estate properties of Empire, consisting of 21 retail strip centres and 40 free standing grocery stores held by subsidiaries of Empire. The aggregate consideration for the Proposed Transaction is approximately $441 million to be satisfied by a cash payment of approximately $386 million and $55 million of Exchangeable LP Units.

15. A committee of independent trustees of the REIT (the Special Committee) has been established by the REIT for the purpose of supervising the preparation of a formal valuation of the Acquisition Properties (the Acquisition Properties Valuations). The Special Committee has retained Cushman & Wakefield Le Page, Inc. to prepare the Acquisition Properties Valuation, under the supervision of the Special Committee, which to the knowledge of the REIT and the Special Committee was prepared in accordance with Multilateral Instrument 61-101.

16. The Special Committee has also retained Blackmont Capital Inc. (Blackmont), to act as an independent financial advisor to the Special Committee in evaluating the Proposed Transaction.

17. Blackmont will prepare a formal 'fairness opinion' that will speak to the fairness from a financial point of view, of the consideration for the Proposed Transaction, to the Unitholders.

18. An annual and special meeting of Unitholders will be held to obtain the approval of the Proposed Transaction by a majority of the minority Unitholders (the Unitholder Meeting).

19. The information circular to be mailed to Unitholders in connection with the Unitholder Meeting (the Information Circular) will comply with the requirements of applicable securities law and will disclose, among other matters, that the REIT has no knowledge of any material non-public information concerning REIT or its securities that has not been generally disclosed, in accordance with subsection 6.3(2)(b) of Multilateral Instrument 61-101.

20. Although the Exchangeable LP Units are not securities of a reporting issuer or of a class for which there is a published market, they are, as a result of the rights, privileges, restrictions and conditions attaching to such Exchangeable LP Units and the various material agreements relating to and governing the Exchangeable LP Units, equivalent to the Units in all material respects, and their value is directly linked to the value of a Unit. The value of an Exchangeable LP Unit is entirely derived from the value of a Unit and from the REIT's perspective, issuing Exchangeable LP Units through Crombie LP is equivalent to issuing Units of the REIT.

21. The Exchangeable LP Units are equivalent to the Units in that they are:

(a) exchangeable into Units on a one for one basis;

(b) have the same economic rights as Units;

(c) carry the same voting rights as Units;

(d) any additional rights attached to the Exchangeable LP Units either: (i) pre-exist the issuance of the Exchangeable LP Units under the Proposed Transaction and treat the Exchangeable LP Units and Units on the same basis, or (ii) arise solely by virtue of the Exchangeable LP Units being limited partnership units and are customary rights associated with limited partnership units.

22. Under Section 2.1 of the Exchange Agreement, subject to certain conditions, the Exchangeable LP Units are indirectly exchangeable on a one for one basis for Units at any time at the option of the holder.

23. The Exchangeable LP Units entitle the holder to distributions from Crombie LP equal to any distributions paid to holders of Units by the REIT. Under the Exchange Agreement, the REIT may not distribute rights, options, securities, evidence of indebtedness or assets to its Unitholders, unless the economic equivalent of such rights, options, securities, evidence of indebtedness or assets to be issued or distributed are simultaneously issued or distributed by Crombie LP to holders of Exchangeable LP Units.

24. Each Exchangeable LP Unit is accompanied by one Special Voting Unit of the REIT, which provides for the same voting rights in the REIT as a Unit. Additionally, except as required by law and in certain specified circumstances in which the rights of a holder of Exchangeable LP Units are affected, holders of Exchangeable LP Units are not entitled to vote at meetings of the holders of LP Units.

25. Although ECL was granted additional rights at the time of the REIT's initial public offering including pre-emptive rights, registrations rights, board appointment rights and approval rights, these rights are independent of, and pre-exist the issuance of the Exchangeable LP Units under the Proposed Transaction and are based on ownership thresholds that treat Exchangeable LP Units and Units on a combined basis. As a result, by acquiring Exchangeable LP Units rather than Units, ECL does not gain any additional or unique rights or benefits that they would not otherwise have.

26. Other than the rights described above, the Exchangeable LP Units carry no other rights that would impact their value. The Crombie LP Agreement does contain typical rights for a limited partnership such as tag along and drag along rights, but these are customary limited partnership rights that do not confer any special benefit on the holders of Exchangeable LP Units.

27. Blackmont has confirmed that they agree with the facts set out in this application.

Decision

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

The decision of the Decision Makers under the Legislation is that the Requested Relief is granted provided the REIT complies with subsection 6.3(2) of Multilateral Instrument 61-101 other than clause (a) thereof.

Goodman & Company, Investment Counsel Ltd.

Headnote

NP 11-203 -- relief granted from the investment prohibition in subsection 4.1(1) of NI 81-102 to permit purchases under private placements where the issuer is not a reporting issuer in any of the jurisdictions -- relief conditional on the fund complying with conditions under s. 4.1(4)(a) and (d) which include approval by the fund's independent review committee.

Applicable Legislative Provisions

National Instrument 81-102 -- Mutual Funds, ss. 4.1(1), 19.1.

National Instrument 81-107 -- Independent Review Committees for Investment Funds, s. 5.2.

April 9, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF ONTARIO

(the Principal Jurisdiction)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

GOODMAN & COMPANY, INVESTMENT COUNSEL LTD.

(the Dealer Manager)

DECISION

Background

The Principal Regulator (as defined below) in the Principal Jurisdiction has received an application from the Dealer Manager for a decision under the securities legislation of the Principal Jurisdiction of the Principal Regulator (the "Legislation") for an exemption pursuant to section 19.1 of National Instrument 81-102 ("NI 81-102") from compliance with subsection 4.1(1) of NI 81-102 (the "Exemption Sought").

The exemption would enable the Dynamic Precious Metals Fund for which the Dealer Manager acts as manager (the "Dealer Managed Fund") to invest in the Securities (as defined below) of Peregrine Metals Ltd. (the "Issuer) during the distribution (the "Distribution" or the "Distribution Period"), notwithstanding that an affiliate of the Dealer Manager is acting in connection with the Distribution. The Distribution is a private placement offering (the "Private Placement") and the Issuer is not a reporting issuer in any of the Jurisdictions.

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission is the principal regulator (the "Principal Regulator") for this application, and

(b) the Dealer Manager has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System ("MI 11-102") is intended to be relied upon in relied upon in all other jurisdictions of Canada. The provinces and territories of Canada are collectively referred to as the "Jurisdictions."

Interpretation

Defined terms contained in National Instrument 14-101 -- Definitions and MI 11-102 have the same meanings in this decision ("Decision") unless they are otherwise defined in this Decision.

Representations

This Decision is based on the following facts represented by the Dealer Manager:

1. The Dealer Manager is a "dealer manager" with respect to the Dealer Managed Fund, and the Dealer Managed Fund is a "dealer managed fund", as such terms are defined in section 1.1 of NI 81-102.

2. The Dealer Managed Fund is an open-ended mutual fund trust established under the laws of the Province of Ontario. The securities of the Dealer Managed Fund are qualified for distribution in all of the provinces and territories of Canada pursuant to a simplified prospectus that has been prepared and filed in accordance with the applicable securities legislation.

3. The Dealer Manager is a corporation incorporated under the laws of Ontario and holds a registration in the categories of "investment counsel" and "portfolio manager" in Ontario. It also holds a registration in the categories of "investment counsel" and "portfolio manager" or the equivalent in each of Quebec, British Columbia, Alberta, Manitoba, Saskatchewan, Nova Scotia and New Brunswick. The head office of the Dealer Manager is located in Toronto, Ontario.

4. The Private Placement is being underwritten, subject to certain terms, by a syndicate which will include Dundee Securities Corporation (the "Related Underwriter"), an affiliate of the Dealer Manager, with a 20% interest, and CIBC World Markets Inc. with an 80% interest (the Related Underwriter and any other underwriter which is now or may become part of the syndicate prior to closing, the "Underwriters").

5. According to the term sheet dated March 2008 (the "Term Sheet"), the Private Placement is being made on a best efforts basis for 18,750,000 units (each, a "Unit") at a price of $0.80 per Unit, with the total issue amount of $15,000,000. In addition, the Underwriters will be granted an option to increase the issue amount by up to $5,000,000 at any point prior to the closing of the Private Placement (the "Closing Date"). Each Unit will consist of one common share (each a "Common Share") of the Issuer and one-half Common Share purchase warrant ("Warrant") (the Common Shares, Warrants and Units herein are collectively referred to as the "Securities"). Each full warrant will entitle the holder to purchase one Common Share at an exercise price of $1.25 for a period of 18 months from the Closing Date.

6. According to the Term Sheet, the net proceeds of the Private Placement will be used to advance the Issuer's mineral properties, primarily the Altar property in Argentina, and for general corporate purposes.

7. The Term Sheet indicates that purchasers of the Units will receive one liquidity entitlement ("Liquidity Entitlement") for each Unit purchased, entitling the holder to receive 0.1 of a Common Share for no additional consideration in the event that a liquidity event ("Liquidity Event") shall not have occurred on or before the date that is 12 months following the Closing Date. The Liquidity Entitlements will be issued as separate certificates and will not be tradable separately from the Common Shares. A "Liquidity Event" means either: (i) the Common Shares being listed on the TSX Venture Exchange, the Toronto Stock Exchange or such other major stock exchange that CIBC World Markets may approve, and the removal of any restricted period or hold period under applicable securities laws in Canada (other than in respect of resales by control persons); or (ii) all of the issued and outstanding Common Shares having been sold, transferred or exchanged, pursuant to a take-over bid, amalgamation, plan of arrangement or other business combination, for cash or securities that are not subject to any restricted period or hold period under applicable securities laws in Canada (other than in respect of resales by control persons) and are listed on either the TSX Venture Exchange, the Toronto Stock Exchange or such other major stock exchange that CIBC World Markets may approve; or (iii) any combination of the events or circumstances described in clauses (i) and (ii) such that all of the Common Shares shall be subject to one or more of clause (i) or (ii).

8. The Dealer Manager is currently compliant with and acting in reliance on National Instrument 81-107 - Independent Review Committee for Investment Funds ("NI 81-107").

9. The investment objective of the Dealer Managed Fund permits it to invest in the Securities.

10. The Dealer Manager may wish to cause the Dealer Managed Fund to invest in the Securities during the Distribution Period.

11. Pursuant to NI 81-107 and to the amendments to NI 81-102 that came into force on November 1, 2006 (the "Amendments"), investments in securities during a distribution and the 60-day period following completion of a distribution (together, a "Prohibition Period") are no longer prohibited under section 4.1 of 81-102 where, among other things, the distribution is made by a prospectus filed in one or more of the Jurisdictions and the investments have been approved in accordance with NI 81-107.

12. The Amendments, however, do not extend to provide relief for investments in securities during a Prohibition Period where the offering is a private placement. Accordingly, an application for relief was made by the Dealer Manager and relief was granted from the Canadian Securities Administrators ("CSA") on August 24, 2007 (the "Private Placement Relief"). The Private Placement Relief allows certain funds managed by the Dealer Manager to be able to invest in equity securities of an issuer in connection with a private placement during the Prohibition Period on the condition that the issuer is a reporting issuer in one of the Jurisdictions and such investment is made in accordance with NI 81-107.

13. The Private Placement Relief does not apply to the Private Placement as the Issuer is not a reporting issuer in any of the Jurisdictions and the Distribution is not being made pursuant to a prospectus. However, the Dealer Manager will comply with paragraphs (a) and (d) of subsection 4.1(4) of NI 81-102 and with NI 81-107.

Decision

The Principal Regulator is satisfied that the Decision meets the test set out in the Legislation for the Principal Regulator to make the Decision.

The Decision of the Principal Regulator under the Legislation is that the Exemption Sought is granted provided that the following condition is satisfied:

• At the time of purchase by the Dealer Managed Fund during the Distribution Period for the Offering, the Dealer Managed Fund has an IRC that complies with NI 81-107 and the IRC of the Dealer Managed Fund will have approved the investment in accordance with each of subsection 4.1(4)(a) of NI 81-102 and NI 81-107. The Dealer Managed Fund will also comply with paragraph (d) of subsection 4.1(4) of NI 81-102.

Palmarejo Silver and Gold ULC - MRRS Decision

Headnote

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

Applicable Legislative Provisions

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

April 16, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ALBERTA AND ONTARIO

(the "Jurisdictions")

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

PALMAREJO SILVER AND GOLD ULC

(PREVIOUSLY NAMED PALMAREJO

SILVER AND GOLD CORPORATION)

(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 from the Filer for a decision pursuant to the securities legislation of the Jurisdictions (the "Legislation") that the Filer be deemed to have ceased to be a reporting issuer in the Jurisdictions (the "Requested Relief").

Under the Mutual Reliance Review System for Exemptive Relief Applications,

(i) the Ontario Securities Commission is the principal regulator for the application, and

(ii) 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

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

1. The Filer's head office is located in Alberta.

2. The Filer is a reporting issuer in Ontario and Alberta.

3. The authorized capital of the Filer consists of an unlimited number of common shares and an unlimited number of preference shares, issuable in series, of which there are 95,300,738 common shares and no preference shares issued and outstanding.

4. On December 21, 2007, Coeur d'Alene Mines Corporation ("Coeur"), Bolnisi Gold NL ("Bolnisi") and the Filer completed several transactions (collectively, the "Transaction") whereby, among other things, (i) the Filer was continued under the Business Corporations Act (Alberta); (ii) the Filer converted from a corporation to an unlimited liability corporation and changed its name from Palmarejo Silver and Gold Corporation to Palmarejo Silver and Gold ULC; and (iii) Coeur indirectly acquired all the shares of Bolnisi and the Filer in exchange for Coeur common stock and cash, pursuant to a merger implementation agreement and plan of arrangement.

5. Under the terms of the Transaction, the shareholders of the Filer received 2.715 Coeur shares for each share of the Filer they owned. In addition, the shareholders of the Filer received a nominal cash payment equal to C$0.004 (US$0.003) per the Filer's share.

6. As of close of trading on December 28, 2007, the common shares of the Filer were de-listed from TSX Venture Exchange.

7. As a result of the Transaction, the outstanding securities of the Filer, 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.

8. No securities of the Filer are traded on a marketplace as defined in National Instrument 21-101 -- Marketplace Operations.

9. The Filer applied to surrender its status as a reporting issuer under the Securities Act (British Columbia) pursuant to BC Instrument 11-502 Voluntary Surrender of Reporting Issuer Status and ceased to be a reporting issuer in British Columbia effective March 21, 2008.

10. Upon the grant of the relief sought herein, the Filer will not be a reporting issuer or the equivalent in any jurisdiction of Canada.

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

12. The Filer is not in default of any of its obligations as a reporting issuer other than its obligation to file interim financial statements, related management's discussion and analysis and certificates in respect of the interim period ended December 31, 2007. As Coeur indirectly became the sole beneficial holder of all of the issued and outstanding common shares of the Filer prior to the date upon which the Filer was required to make the aforementioned filings, the Filer has not filed such documents.

Decision

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

The decision of the Decision Makers under the Legislation is that the Requested Relief is granted.

PowerComm Inc. - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency -- The issuer filed annual financial statements with an auditor's report that contained a reservation pertaining to inventory contrary to NI 52-107 and in default of securities legislation; relief granted from NI 52-107 to permit the reservation; the issuer acknowledges that any right of action, remedy, penalty or sanction available to any person or company or to a securities regulatory authority against the issuer from June 29, 2007 until the date of this decision document are not terminated or altered as a result of this decision; relief is effective from the date of this decision.

Applicable Legislative Provisions

National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency, s. 9.1.

Citation: PowerComm Inc., 2008 ABASC 149

March 28, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,

MANITOBA, ONTARIO, NEW BRUNSWICK,

NOVA SCOTIA, PRINCE EDWARD ISLAND AND

NEWFOUNDLAND AND LABRADOR

(the Jurisdictions)

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

POWERCOMM INC.

(the Filer)

MRRS DECISION DOCUMENT

Background

1. The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) for an exemption from the requirement that the Filer's financial statements required by securities legislation to be audited and accompanied by an auditor's report that does not contain a reservation, does not apply in respect of the Filer's financial statements for the year ended March 31, 2006 (the Requested Relief).

2. Under the Mutual Reliance Review System for Exemptive Relief Applications:

(a) the Alberta Securities Commission is the principal regulator for the Filer; and

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

Interpretation

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

Representations

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

(a) The head office of the Filer is located in Edmonton, Alberta.

(b) The Filer is a reporting issuer in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador.

(c) The common shares of the Filer are listed on the TSX under the symbol "PCG".

(d) The Filer resulted from an amalgamation between RMM Ventures Inc. and PowerComm Inc. (PowerComm), effective December 31, 2006 under the Business Corporations Act (Alberta). The amalgamation was accounted for as a reverse takeover transaction with PowerComm as the accounting parent.

(e) Grant Thornton LLP (the Auditors) were appointed the auditors of PowerComm during 2004.

(f) PowerComm completed an inventory system conversion during 2005 and the Auditors were unable to verify inventory balances as at March 31, 2005 or satisfy themselves concerning the inventory quantities as of this date by alternative means.

(g) On May 1, 2007, the Filer obtained a receipt for a long form prospectus (the Prospectus) dated April 30, 2007. The Prospectus included the following financial statements:

(i) an audited balance sheet of PowerComm as at March 31, 2005 and 2006 and statements of loss, deficit and cash flows for the three years ended March 31, 2004, 2005 and 2006 (the 2006 Financial Statements); and

(ii) an audited consolidated balance sheet of PowerComm as at December 31, 2006 and consolidated statements of earnings, retained earnings and cash flows for the nine month period then ended.

(h) Since opening inventories enter into the determination of the results of operations and cash flows, the Auditors were not able to determine whether adjustments to cost of sales, income taxes, net income and cash flows from operating activities of PowerComm for the year ended March 31, 2006 or opening retained earnings at April 1, 2005 might be necessary. As a result, the Auditors expressed a reservation of opinion (the Inventory Reservation) on the 2006 Financial Statements.

(i) On June 29, 2007 (the Default Date), the Filer filed its comparative annual financial statements for the year-ended March 31, 2007. These financial statements were accompanied by an auditor's report without reservation of opinion.

(j) On August 29, 2007, the Filer refiled its comparative annual financial statements for the year-ended March 31, 2007, together with an auditor's report which included a reservation of opinion in relation to the results of operations and cash flows for the year ended March 31, 2006 and opening retained earnings as at April 1, 2005 because of the Inventory Reservation.

(k) The Filer is currently in default of securities legislation due to the Inventory Reservation in its comparative annual financial statements for the year-ended March 31, 2007.

(l) The Filer acknowledges that any right of action, remedy, penalty or sanction available to any person or company or to a securities regulatory authority against the Filer from June 29, 2007 until the date of this decision document are not terminated or altered as a result of this decision.

Decision

The Decision Makers being satisfied that they have jurisdiction to make this decision and that the relevant test under the Legislation has been met, the Requested Relief is granted provided that the Requested Relief is effective from the date of this decision.

Wellco Energy Services Trust - s. 1(10)

Headnote

National Policy 11-203 Process For Exemptive Relief Applications in Multiple Jurisdictions - Issuer deemed to no longer be a reporting issuer under securities legislation.

Applicable Legislative Provisions

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

Citation: Wellco Energy Services Trust, 2008 ABASC 212

April 17, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ALBERTA, SASKATCHEWAN, MANITOBA,

ONTARIO, NOVA SCOTIA, NEW BRUNSWICK,

PRINCE EDWARD ISLAND AND

NEWFOUNDLAND AND LABRADOR

(the Jurisdictions)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS

IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

WELLCO ENERGY SERVICES TRUST

(the Filer)

DECISION

Background

The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) that the Filer is not a reporting issuer in each of the Jurisdictions (the Requested Relief).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions:

(a) the Alberta Securities Commission is the principal regulator for this application; and

(b) the decision is the decision of the principal regulator and evidences the decision of each other 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 Filer is a trust subsisting under the laws of the Province of Alberta. The principal office of the Filer is located in Alberta.

2. The Filer is a reporting issuer in all of the Jurisdictions.

3. At a special meeting of holders of trust units of the Filer (Wellco Unitholders) held in Calgary, Alberta on March 6, 2008, approximately 99 percent of the votes cast voted in favour of a plan of arrangement (the Arrangement) pursuant to section 193 of the Business Corporations Act (Alberta) involving, among others, Peak Energy Services Trust (Peak), the Filer, Wellco Energy Services Inc. and Wellco Unitholders.

4. On March 12, 2008 the Arrangement was completed and Peak acquired all of the Filer's issued and outstanding securities. Peak is now the Filer's sole securityholder.

5. As a result of the Arrangement, the Filer's trust units were de-listed from the Toronto Stock Exchange at the close of business on March 17, 2008.

6. The Filer is not in default of any of its obligations as a reporting issuer under the Legislation except for filing its annual statements and certificates that were due on March 31, 2008.

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

8. The Filer 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.

Decision

Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.

The decision of the Decision Makers under the Legislation is that the Requested Relief is granted.

AGF Funds Inc. et al. - MRRS Decision

Headnote

MRRS -- Approval of fund mergers despite differences in investment objectives and one merger proceeding on a taxable basis -- simplified prospectus and financial statements of continuing funds not required to be sent to securityholders of terminating funds, provided information circular sent in connection with the unitholder meeting clearly discloses the other ways securityholders can access the simplified prospectus and financial statements -- tailored simplified prospectus also not sent -- this decision is based on exceptional circumstances and is not to be used as a precedent.

Applicable Legislative Provisions

National Instrument 81-102 Mutual Funds, ss. 5.5(1)(b), 5.6.

April 17, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,

MANITOBA, ONTARIO, QUEBEC, NEW BRUNSWICK,

NOVA SCOTIA, PRINCE EDWARD ISLAND,

NEWFOUNDLAND AND LABRADOR,

THE NORTHWEST TERRITORIES, NUNAVUT

AND THE YUKON

(THE JURISDICTIONS)

AND

IN THE MATTER OF

NATIONAL INSTRUMENT 81-102

MUTUAL FUNDS (NI 81-102)

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

AGF FUNDS INC.

(AGF)

AND

AGF GERMANY CLASS

AGF AGGRESSIVE^™ JAPAN CLASS

AGF RSP GLOBAL BOND FUND

HARMONY AMERICAS SMALL CAP EQUITY POOL

(THE TERMINATING FUNDS)

MRRS DECISION DOCUMENT

Background

The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application from AGF and the Terminating Funds (collectively, the Filers) for a decision under the securities legislation of the Jurisdictions (the Legislation) for approval under paragraph 5.5(1)(b) of NI 81-102 of the merger or reorganization of the Terminating Funds into the corresponding Continuing Fund (as defined below).

Under the Mutual Reliance Review System for Exemptive Relief Applications:

1. the Ontario Securities Commission is the principal regulator for this application; and

2. 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.

AGF European Equity Class, AGF Japan Class, AGF Global Government Bond Fund and Harmony Canadian Equity Pool are hereinafter collectively referred to as the Continuing Funds.

Representations

1. AGF is a corporation incorporated under the laws of Ontario. AGF is the manager of all of the Trust Funds and Corporate Funds (each as defined below, and collectively the Funds).

2. Each of AGF RSP Global Bond Fund, AGF Global Government Bond Fund, Harmony Americas Small Cap Equity Pool (Small Cap Pool), Harmony Canadian Equity Pool (Canadian Pool) and Harmony U.S. Equity Pool (U.S. Pool) (collectively, the Trust Funds) is an open-end mutual fund trust established under the laws of Ontario by a declaration of trust, pursuant to which AGF is the trustee.

3. AGF All World Tax Advantage Group Limited (Tax Advantage Group) is a corporation established under the laws of Ontario. Each of AGF Germany Class, AGF European Equity Class, AGF Aggressive™ Japan Class and AGF Japan Class (collectively, the Corporate Funds) constitutes an authorized class of securities of Tax Advantage Group issuable in series.

4. Each of the Funds is a reporting issuer under the applicable Legislation in each Jurisdiction and is not in default of any of the requirements of the applicable Legislation.

5. Each of the Funds follows the standard investment restrictions and practices in NI 81-102, except pursuant to the terms of any exemption that has been previously obtained in respect of the Fund. None of the Funds are on the list of defaulting reporting issuers maintained under the Legislation.

6. The net asset values of the Funds are calculated on a daily basis on each day that the Toronto Stock Exchange is open for business.

7. AGF proposes that:

(i) AGF Germany Class merge into AGF European Equity Class,

(ii) AGF Aggressive™ Japan Class merge into AGF Japan Class,

(iii) AGF RSP Global Bond Fund merge into AGF Global Government Bond Fund and

(iv) Small Cap Pool merge into Canadian Pool (collectively, the Proposed Mergers).

8. AGF proposes that Small Cap Pool be reorganized (A) by trading a portion of its portfolio to U.S. Pool (the Proposed Inter-fund Trade), and (B) as a second step, by merging into Canadian Pool (the Proposed Inter-fund Trade and the Proposed Merger of Small Cap Pool into Canadian Pool are collectively hereinafter referred to as the Proposed Reorganization).

9. The securities of each of the Corporate Funds and AGF RSP Global Bond Fund and AGF Global Government Bond Fund are qualified for distribution pursuant to a simplified prospectus and an annual information form dated April 20, 2007, as amended. Series M securities of AGF Germany Class are held by investors in that fund but are no longer offered to the public, and in connection with the Proposed Mergers, will be exchanged for Mutual Fund Series securities of AGF European Equity Class that are offered to the public. The securities of each of Small Cap Pool, Canadian Pool and U.S. Pool are qualified for distribution pursuant to a simplified prospectus and an annual information form dated January 31, 2008.

10. Securityholders of each of the Terminating Funds will be asked to approve the Proposed Merger or Proposed Reorganization at special meetings of securityholders to be held on or about April 10, 2008. AGF has determined that the Proposed Merger of a Terminating Fund will not be a material change to the relevant Continuing Fund due to the small size of the Terminating Fund relative to the Continuing Fund. All other approvals required by the Business Corporations Act (Ontario) in connection with the Proposed Mergers of the Corporate Funds will also be sought. AGF will be responsible for the costs associated with the meetings.

11. The portfolios and other assets of each Terminating Fund to be acquired by the applicable Continuing Fund arising from the Proposed Mergers will be acceptable, on or prior to the effective date of the Proposed Mergers, to the portfolio advisers of the applicable Continuing Fund and will be consistent with the investment objectives of the applicable Continuing Fund.

12. The relevant notices of the meetings, management information circulars and proxies in connection with the special meetings were mailed to securityholders of the Funds and filed on SEDAR in accordance with applicable securities legislation.

13. AGF did not send the most recent simplified prospectus and annual and interim financial statements of the relevant Continuing Fund to securityholders of the Terminating Fund. Instead, AGF prominently disclosed in the management information circular sent to securityholders of the Terminating Fund that they can obtain the most recent simplified prospectus and annual and interim financial statements of the Continuing Fund by accessing the same at the AGF website or the SEDAR website, or requesting the same from AGF by toll-free number, by fax or by e-mail.

14. Amendments to the simplified prospectus and annual information form of each of the Funds were filed to describe the Proposed Merger or Proposed Reorganization on February 26, 2008.

15. A press release and a material change report was filed on SEDAR on behalf of the Terminating Funds with the securities commissions of all the Jurisdictions with respect to the Proposed Mergers and Proposed Reorganization on February 26, 2008.

16. The securities of the Continuing Fund received by a securityholder of the Terminating Fund will have the same or substantially the same fee rates as the securities of the Terminating Fund held by that securityholder, after giving effect to any management fee rebates in the case of Series M of AGF Germany Class.

17. Securityholders of the Terminating Fund will continue to have the right to redeem securities of the Terminating Fund at any time up to the close of business on the business day immediately before the effective date of the Proposed Mergers and the Proposed Reorganization.

18. If the required securityholder and regulatory approvals are obtained for each of the Proposed Mergers and the Proposed Reorganization, it is expected that the Proposed Mergers will be effective in May or June, 2008. Each Terminating Fund will be wound up as soon as reasonably possible following the relevant Proposed Merger. Each Continuing Fund will continue as a publicly-offered mutual fund governed by the laws of Ontario.

19. All expenses related to the Proposed Mergers and the Proposed Reorganization, including all brokerage expenses incurred in respect of any required sale of portfolio assets of the Terminating Funds, will be borne by AGF.

20. No sales charges will be payable in connection with the acquisition by a Continuing Fund of the investment portfolio of an applicable Terminating Fund.

21. Approval of the Proposed Mergers is required because the Proposed Mergers and the Proposed Reorganization do not satisfy all of the criteria for pre-approved reorganizations and transfers set out in section 5.6 of NI 81-102 in the following ways:

(i) Contrary to subparagraph 5.6(1)(a)(ii) of NI 81-102, AGF Germany Class has a different investment objective than AGF European Equity Class;

(ii) Contrary to paragraph 5.6(1)(b) of NI 81-102, AGF RSP Global Bond Fund will not merge into AGF Global Government Bond Fund on a tax deferred basis;

(iii) Contrary to subparagraph 5.6(1)(a)(ii) of NI 81-102, Small Cap Pool has a different investment objective than Canadian Pool, and

(iv) AGF would be prohibited from carrying out the Proposed Inter-fund Trade prior to the Proposed Merger of Small Cap Pool into Canadian Pool.

In addition, contrary to subparagraph 5.6(1)(f)(ii) of NI 81-102, AGF would not be permitted to provide access to the simplified prospectus and annual and interim financial statements instead of mailing the same to investors in the Terminating Funds.

22. Except as noted above, the Proposed Mergers and the Proposed Reorganization will otherwise comply with all of the other criteria for pre-approved reorganizations and transfers set out in section 5.6 of NI 81-102.

23. The tax implications of the Proposed Mergers and the Proposed Reorganization, as well as the material differences between the Terminating Funds and the Continuing Funds, are described in the management information circulars so that securityholders of the Terminating Funds may consider this information before voting on the Proposed Mergers and the Proposed Reorganization.

24. The Filers submit that the Proposed Mergers and the Proposed Reorganization will reduce duplication between the Funds, thereby increasing operational efficiency as costs of each Continuing Fund will be spread across a greater pool of assets, also allowing for greater diversification.

25. AGF, AGF Germany Class and Small Cap Pool submit that while each of AGF Germany Class and Small Cap Pool has a different investment objective than its corresponding Continuing Fund, the differences are not wholesale differences but differences of degree. The Proposed Merger and Proposed Reorganization simply provides an investor in AGF Germany Class and Small Cap Pool with the option to continue as an investor in the corresponding Continuing Fund or to redeem their securities.

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 Proposed Mergers and Proposed Reorganization are approved, provided that:

(a) the information circular sent to securityholders in connection with a Proposed Merger provides sufficient information about the Proposed Merger to permit securityholders to make an informed decision about the Proposed Merger;

(b) the information circular sent to securityholders in connection with a Proposed Merger prominently discloses that securityholders can obtain the most recent simplified prospectus, annual information form and interim and annual financial statements of the applicable continuing fund by accessing the SEDAR website at www.sedar.com, by accessing the AGF website, by calling AGF's toll-free telephone number, by fax, or by e-mail;

(c) upon request by a securityholder for financial statements or a simplified prospectus of a continuing fund, AGF will make best efforts to provide the securityholder with the financial statements or simplified prospectus of the applicable continuing fund in a timely manner so that the securityholder can make an informed decision regarding a Proposed Merger; and

(d) each Terminating Fund and the applicable Continuing Fund with respect to a Proposed Merger has an unqualified audit report in respect of its last completed financial period.

Sherritt International Corporation

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- Offeror needs relief from the requirement that all holders of the same class of securities must be offered identical consideration -- under the take-over bid, Canadian resident securityholders will receive shares of Offeror -- shareholders resident in US and other foreign jurisdictions will receive substantially the same value as Canadian securityholders, but in the form of cash based on the proceeds from the sale of their shares -- number of shares held by US and foreign residents is de minimis.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 97(1), 104(2)(c).

April 18, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO

(the Jurisdiction)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

SHERRITT INTERNATIONAL CORPORATION

(the Filer)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) exempting the Filer from the requirement under the Legislation to offer identical consideration to all holders of the same class of securities that are subject to a take-over bid (the Identical Consideration Requirement) in connection with the Filer's offer to purchase all of the issued and outstanding units of Royal Utilities Income Fund (the Exemption Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission is the principal regulator for this application; and

(b) the Filer had provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each of British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, Nova Scotia, New Brunswick, Prince Edward Island, Newfoundland and Labrador, the Yukon, the Northwest Territories and Nunavut.

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.

Representations

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

1. The Filer is a corporation continued under the Business Corporations Act (Ontario), with its registered and head office in Toronto, Ontario.

2. The Filer is a reporting issuer or the equivalent in each of the provinces and territories of Canada and is not in default of any requirements of the applicable securities legislation of any such jurisdiction in which it is a reporting issuer.

3. The authorized capital of the Filer consists of an unlimited number of common shares (the Sherritt Shares) of which 258,059,308 Sherritt Shares were issued and outstanding as of April 15, 2008. The Sherritt Shares are listed and posting for trading on the Toronto Stock Exchange (the TSX).

4. Royal Utilities Income Fund (Royal Utilities) is an unincorporated, open-ended, limited purpose investment trust governed by the laws of the Province of Alberta, established pursuant to an amended and restated declaration of trust dated as of June 26, 2007, as supplemented by the first amendment to the amended and restated declaration of trust dated January 22, 2007. Royal Utilities' head office is in Toronto, Ontario.

5. To the knowledge of the Filer, Royal Utilities is a reporting issuer or the equivalent in each of the provinces and territories of Canada and is not in default of any requirements of the applicable securities legislation of any such jurisdiction in which it is a reporting issuer.

6. The units of Royal Utilities (the Units) are listed and posted for trading on the TSX.

7. On March 18, 2008, the Filer announced its intention to make an offer to acquire all of the outstanding Units it does not own (the Offer) and subsequently prepared and delivered a take-over bid circular dated March 21, 2008 (the Circular) to all holders of the outstanding Units (the Unitholders). On April 14, 2008, the Filer entered into a support agreement with Royal Utilities pursuant to which the Filer agreed to amend the terms of the Offer. Under the terms of the amended Offer, the consideration offered for each Unit is at the election of each Unitholder and consists of either: (i) $12.68 in cash; (ii) 0.8315 of a common share of Sherritt, or any combination thereof, subject, in each case, to pro ration as set forth in the Offer. The total amount of cash available under the Offer shall not exceed $250 million and the total number of common Sherritt Shares available under the Offer shall not exceed 31,438,717 Sherritt Shares.

8. Unitholder lists delivered to the Filer by CDS Inc. disclosed that, as of March 11, 2008: (i) U.S. residents comprised 73 holders of Units collectively holding approximately 0.87% of the outstanding Units (the U.S. Unitholders) and (ii) foreign (i.e., non-U.S. and non-Canadian) residents comprised 63 holders of Units collectively holding less than 1% of the outstanding Units (Foreign Unitholders).

9. Sherritt indirectly holds interests in businesses in Cuba and, accordingly, does not carry on any business in the United States, which maintains an embargo against Cuba. Although Sherritt is eligible to use the multi-jurisdictional disclosure system (the MJDS) to register Sherritt Shares for distribution under the securities legislation of the United States (an MJDS Registration), it has determined that an MJDS Registration is not feasible in the circumstances for the reason, among others, that Sherritt attempts to avoid any requirement to make a filing in the United States which could give rise to an allegation that it has any business in the United States.

10. Accordingly, the Sherritt Shares issuable under the Offer to U.S. Unitholders have not been registered or otherwise qualified for distribution under the securities legislation of the United States and the delivery of Sherritt Shares to U.S. Unitholders without any further action by the Filer may constitute a violation of certain laws of the United States. Furthermore, the MJDS would not provide relief from the registration or qualification requirements under such U.S. securities laws.

11. To the extent that U.S. Unitholders who accept the Offer are entitled to receive Sherritt Shares, the Filer proposes to deliver Sherritt Shares to CIBC Mellon Trust Company (the Depositary) for sale by the Depositary on behalf of U.S. Unitholders (the Vendor Placement). Such Sherritt Shares will be delivered by the Depositary to a broker retained for the purpose of effecting sales on behalf of U.S. Unitholders. Such U.S. Unitholders will receive their pro rata share of the cash proceeds from the sale of such Sherritt Shares, less commission and applicable withholding tax. All Sherritt Shares will be pooled and sold as soon as practicable in transactions effected on the TSX.

12. To the extent that any of the Foreign Unitholders are resident in jurisdictions which do not permit the Sherritt Shares to be delivered without registration or qualification under the laws of their own jurisdiction, the Filer may utilize a vendor placement mechanism similar to the one described in paragraph 11 above, modified as necessary to comply with the laws of such foreign jurisdiction.

13. Any sale of Sherritt Shares on behalf of U.S. Unitholders and Foreign Unitholders described in paragraphs 11 and 12 above will be completed as soon as practicable after the date on which the Filer takes up the Units tendered by the U.S. Unitholders and Foreign Unitholders under the Offer and will be done in a manner intended to maximize the consideration to be received from the sale by the applicable U.S. Unitholders or Foreign Unitholders and minimize any adverse impact of the sale on the market for the Sherritt Shares.

14. The Filer's financial advisor has confirmed that there is a liquid market for the Sherritt Shares to enable the proposed Vendor Placement to be completed in a timely manner, with no adverse effect on the market for the Sherritt Shares.

15. The Offer to the U.S. Unitholders, as amended by the Vendor Placement, and sale of the Sherritt Shares for the benefit of the U.S. Unitholders pursuant to the Vendor Placement does not constitute a violation of U.S. federal and state securities laws.

16. The Offer is not being made to, nor will deposits be accepted from or on behalf of, Unitholders in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with the laws of such jurisdiction.

17. The Circular discloses the procedures described in paragraph 11 to be followed for the U.S. Unitholders who tender to the Offer.

18. Except to the extent that relief from the Identical Consideration Requirement is granted, the Offer is otherwise made in compliance with the requirements under the Legislation governing take-over bids.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that the Exemption Sought is granted provided that:

(i) insofar as U.S. Unitholders and Foreign Unitholders, who would otherwise receive the Sherritt Shares pursuant to the Offer, instead receive cash proceeds from the sale of such Sherritt Shares in accordance with the procedures set out in paragraphs 11 and 12 above.

Catapult Energy Small Cap 2007 FTS Limited and Aston Hill Financial Inc. - MRRS Decision

Headnote

Relief from the requirements in National Instrument 81-106 to prepare and file an annual information form; to maintain a proxy voting record; and to prepare a proxy voting record on an annual basis for the period ending June 30 of each year, to post the proxy voting record on the Partnership filers' websites no later than August 31 of each year and to send the proxy voting record to the limited partners of the partnership files upon request.

Applicable Legislative Provisions

National Instrument 81-106 Investment Fund Continuous Disclosure ss. 9.2, 10.3 and10.4

Citation: Catapult Energy Small Cap 2007 FTS Limited and Aston Hill Financial Inc., 2008 ABASC 185

April 10, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,

MANITOBA, ONTARIO, QUÉBEC, NEW BRUNSWICK,

NOVA SCOTIA, AND NEWFOUNDLAND

AND LABRADOR

(the Jurisdictions)

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

CATAPULT ENERGY SMALL CAP 2007

FTS LIMITED PARTNERSHIP

(the Partnership)

AND

ASTON HILL FINANCIAL INC. (AHFI)

(the Filers)

MRRS DECISION DOCUMENT

Background

1. The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application from the Partnership and from AHFI, on behalf of any future limited partnerships administered by AHFI that are identical to the Partnership in all respects material to this decision (the Future Partnerships, and together with the Partnership, the Partnership Filers) for a decision under the securities legislation of the Jurisdictions (the Legislation) exempting the Filers from:

(a) the requirement in Section 9.2 of National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106) to prepare and file an annual information form(AIF);

(b) the requirement in section 10.3 of NI 81-106 to maintain a proxy voting record (the Proxy Voting Record); and

(c) the requirements in section 10.4 of NI 81-106 to prepare a Proxy Voting Record on an annual basis for the period ending June 30 of each year, to post the Proxy Voting Record on the Partnership Filers' websites no later than August 31 of each year and to send the Proxy Voting Record to the limited partners of the Partnership Filers (the Limited Partners) upon request.

(collectively, the Requested Relief).

2. Under the Mutual Reliance Review System for Exemptive Relief Applications:

(a) the Alberta Securities Commission is the principal regulator for this application; and

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

Interpretation

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

Representations

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

(a) The Catapult Energy Small Cap 2007 Limited Partnership (the Partnership) was formed by a preliminary limited partnership agreement made as of January 23, 2007 between Catapult Energy Management 2007 Inc. as general partner (the 2007 General Partner) and Catapult Energy FN Inc. (Catapult FN) as the initial limited partner, and was established as a limited partnership pursuant to the provisions of the Partnership Act (Alberta). The definitive form of partnership agreement governing the Partnership is the amended and restated limited partnership agreement dated as of April 27, 2007 (the 2007 Partnership Agreement). Catapult FN's initial limited partnership interest was redeemed by the Partnership on May 15, 2007. The Partnership is a reporting issuer in each of the Jurisdictions. Any Future Partnership will also be a reporting issuer in each Jurisdiction.

(b) AHFI is the administrator of the Partnership and will be the administrator of any Future Partnership (the Administrator). The Administrator provides or will cause to be provided certain administrative services required by the Partnership Filers. Catapult Financial Management Inc. is the investment advisor of the Partnership and will be the investment advisor of any Future Partnership (the Investment Advisor).

(c) The Partnership was formed, and any Future Partnership will be formed, with the investment objectives of (a) achieving capital appreciation through investment in a diversified portfolio of equity securities of selected small cap resource issuers identified by the Investment Advisor, and (b) maximizing tax benefits for investors by purchasing flow-through shares (Flow-Through Shares) of resource issuers.

(d) The Partnership filed a final prospectus dated April 27, 2007 (the 2007 Final Prospectus) relating to the initial public offering of its units (the LP2007 Units) with the securities regulators in each of Alberta, British Columbia, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, and Newfoundland and Labrador (collectively, the Jurisdictions), and was issued a final mutual reliance review system (MRRS) decision document dated May 2, 2007 by the Alberta Securities Commission (the ASC), as the principal regulator under National Policy 43-201 -- Mutual Reliance Review System for Prospectuses (NP 43-201). The Partnership has completed the issue of LP2007 Units under its prospectus. No additional LP2007 Units have been or may be issued by the Partnership.

(e) The LP2007 Units and units of any Future Limited Partnership (collectively, the Units) have not been and will not be listed or quoted for trading on any stock exchange or market. The Units are not redeemable by the Limited Partners. Generally, Units are not transferred by Limited Partners, because Limited Partners must be holders of the Units on the last day of each fiscal year of the Partnership Filer in order to obtain the desired tax deduction. Limited Partners may be required to transfer their Units in limited situations where, for example, the Limited Partner is no longer a resident of Canada or upon the death of a Limited Partner.

(f) The 2007 Partnership Agreement provides the 2007 General Partner with the ability to propose to the limited partners of the Partnership (the LP2007 Limited Partners), at a special meeting to be held no later than October 31, 2008, an alternative (the Liquidity Alternative) to the termination of the Partnership. Such Liquidity Alternative may include, without limitation, a proposal that the Partnership exchange its assets for securities of a mutual fund corporation or other appropriate investment vehicle that, in either case deals at arm's length with each resource issuer of which the Partnership owns securities. Upon such exchange, the Partnership will be dissolved and the securities of the mutual fund corporation or other investment vehicle, as the case may be, will be distributed pro rata to the LP2007 Limited Partners upon such dissolution. In the event that the Liquidity Alternative is not proposed to the LP2007 Limited Partners on or before October 31, 2008, the 2007 Partnership Agreement provides that the Partnership will dissolve and its net assets will be distributed pro rata to the LP2007 Limited Partners on or before December 31, 2008. Any Future Partnership will be terminated approximately two years after it is formed on the same basis as the 2007 Partnership.

(g) Since its formation, the Partnership's activities have been limited to (i) completing the issue of the Units under the relevant Final Prospectus, (ii) investing its available funds in accordance with its investment objectives, and (iii) incurring expenses as described in the relevant Final Prospectus. Any Future Partnerships will be structured in a similar fashion.

(h) Unless a material change takes place in the business and affairs of the Partnership or Future Partnership (which such Partnership or Future Partnership would in any event be obligated to disclose pursuant to its continuous disclosure obligations), the Limited Partners of the Partnership or Future Partnership will obtain adequate financial information from the Partnership or Future Partnership's annual and interim financial statements and management report of fund performance thereon. The 2007 Final Prospectus, the financial statements and management reports of fund performance provide sufficient information for an LP2007 Limited Partner to understand the Partnership's business, financial position and future plans. Similarly, the final prospectus, the financial statements and management reports of fund performance of any Future Partnership will provide sufficient information for a limited partner of such Future Partnership to understand the Future Partnership's business, financial position and future plans. In addition, if a Liquidity Alternative is proposed, LP2007 Limited Partners will receive an information circular that describes the proposed alternative and will be given an opportunity to vote in respect of such proposed alternative at a special meeting. Similarly, if a liquidity alternative is proposed with respect to a Future Partnership, limited partners of such Future Partnership will be given an opportunity to vote in respect of such proposed alternative at a special meeting.

(i) In light of the limited range of business activities to be conducted by the Partnership Filers, the nature of the investment of the Limited Partners in the Partnership Filers and the fact that each Partnership Filer intends to dissolve within 2 years after its formation, the requirement to file an AIF may impose a material financial burden on the Partnership Filers without producing a corresponding benefit to the Limited Partners.

(j) As a result of the implementation of NI 81-106, investors purchasing Units were, or will be, provided with a prospectus containing written policies on how the Flow-Through Shares or other securities held by the Partnership Filers are voted (the Proxy Voting Policies), and had, or will have, the opportunity to review the Proxy Voting Policies before deciding whether to invest in Units.

(k) The Proxy Voting Policies of each Partnership Filer state that the Investment Advisor will exercise voting rights in respect of securities held by the Partnership Filer on a case-by-case basis, but in the best interests of the Limited Partners. When exercising voting rights, the Investment Advisor will generally vote with management of the issuer for routine matters, and for non-routine matters will vote with a focus on the potential impact of the vote on the Partnership Filer's value.

(l) The Proxy Voting Policies of each Partnership Filer give the Investment Advisor discretion not to vote on routine or non-routine matters where the Investment Advisor determines that it is not in the best interests of the Limited Partners of the Partnership Filer to cast a vote, or in cases where no value is added by voting, there is no requirement to vote.

(m) Given the short lifespan of each Partnership Filer, the production of a Proxy Voting Record would provide Limited Partners with very little opportunity for recourse if they disagreed with the manner in which a Partnership Filer exercised or failed to exercise its proxy voting rights, as the Partnership Filer would likely be dissolved by the time any potential change could materialize.

(n) Preparing and making available to Limited Partners a Proxy Voting Record will not be of any benefit to Limited Partners and may impose a material financial burden on the Partnership Filers.

(o) The Filers are of the view that the Requested Relief is not against the public interest, is in the best interests of the Partnership Filers and the Limited Partners and represents the business judgment of responsible persons uninfluenced by considerations other than the best interests of the Partnership Filers and the Limited Partners.

Decision

5. 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 Requested Relief is granted.

MICC Investments Limited - s. 1(10)

Headnote

National Policy 11-203 Process For Exemptive Relief Applications in Multiple Jurisdictions - Issuer deemed to no longer be a reporting issuer under securities legislation.

Applicable Legislative Provisions

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

April 18, 2008

Attention: Jon Reay

Dear Sirs/Mesdames:

The Applicant has applied to the local securities authority or regulator (the "Decision Maker") in each of the Jurisdictions for a decision under the securities legislation (the "Legislation") of the Jurisdictions that the Applicant is not a reporting issuer.

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 fewer than 15 security holders in each of the jurisdictions in Canada and fewer than 51 security holders in total in Canada;

• no securities of the Applicant are traded on a marketplace as defined in National Instrument 21-101 ? Marketplace Operation;

• the Applicant is applying for a decision that it is not 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 not a reporting issuer.

First Asset Funds Inc. et al. - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- Closed-end investment trusts exempt from prospectus requirements in connection with the sale of units redeemed or repurchased from existing security holders pursuant to market repurchase programs -- Relief subject to conditions that the trusts will only sell units through the markets where the units are listed, that the trusts comply with insider trading restrictions and that the trusts meet the conditions in the exemption for the resale of securities by a control person.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c.S.5, as am., ss. 53, 74(1).

National Instrument 45-102 Resale of Securities, s. 2.8.

April 11, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,

ONTARIO, NOVA SCOTIA, NEW BRUNSWICK,

PRINCE EDWARD ISLAND,

NEWFOUNDLAND AND LABR