Letter Granting the Relief
Montreal, November 10, 2006
MCCARTHY TÉTRAULT LLP
1000 de La Gauchetière Street West
Suite 2500
Montréal, Québec
H3B 0A2
Attention: Mr. Matthieu Rheault
Re: Novicourt Inc. (the "Applicant") - Application to Cease to be a Reporting Issuer under the securities legislation of Alberta, Saskatchewan, Manitoba, Ontario, Québec and Newfoundland and Labrador (the "Jurisdictions")
Dear Sirs:
The Applicant has applied to the local securities regulatory authority or regulator (the "Decision Maker") in each of the Jurisdictions for a decision under the securities legislation (the "Legislation") of the Jurisdictions to be deemed to have ceased to be a reporting issuer in the Jurisdictions.
As the Applicant has represented to the Decision Makers that:
• the outstanding securities of the Applicant,
including debt securities, are beneficially owned, directly or indirectly,
by less than 15 security holders
in each of the jurisdictions in Canada and less than 51 security holders in
total in Canada;
• no securities of the Applicant are traded on a marketplace as defined
in National Instrument 21-101 Marketplace Operation;
• the Applicant is applying for relief to cease to be a reporting issuer
in all of the jurisdictions in Canada in which it is currently a reporting issuer;
and
• the Applicant is not in default of any of its obligations under the Legislation
as a reporting issuer;
each of the Decision Makers is satisfied that the test contained in the Legislation
that provides the Decision Maker with the jurisdiction to make the decision
has been met and orders that the Applicant is deemed to have ceased to be a
reporting issuer.
"Louis Auger"
Louis Auger
Chef du Service du financement des sociétés
Autorit� des march�s financiers