BCSC

Exemption Orders (Discretionary)

NORSKE SKOG CANADA LIMITED

2001 BCSECCOM 804

IN THE MATTER OF THE COMPANY ACT
R.S.B.C. 1996, c. 62

AND

IN THE MATTER OF NORSKE SKOG CANADA LIMITED

Exemption Order under Section 87(2) of the Company Act

[para 1]
WHEREAS Norske Skog Canada Limited ("NSCL") has applied to the Executive Director under section 87(2) of the Company Act, R.S.B.C. 1996, c. 62 for an order that sections 86 to 97 of the Company Act do not apply to the trust indenture (the "Indenture") to be entered into among NSCL, certain of its subsidiaries and Wells Fargo Bank Minnesota, National Association, as trustee (the "Trustee");

[para 2]
AND WHEREAS NSCL has represented to the Executive Director that:

1. NSCL was amalgamated under the laws of British Columbia, is a reporting issuer under the Securities Act, R.S.B.C. 1996, c. 418, and is not in default of any requirement of the Securities Act or the Securities Rules, B.C. Reg. 194/97;

2. the authorized capital of NSCL consists of 150,000,000 Class A Common Shares and 100,000,000 Class B Preferred Shares, of which 124,189,252 Class A Common Shares were issued and outstanding as of March 1, 2001;

3. the Trustee is a bank organized under the federal laws of the United States of America;

4. the Indenture will be governed by the laws of the state of New York;

5. NSCL has distributed a preliminary offering memorandum dated July 24, 2001 to prospective purchasers in connection with a proposed private placement of NSCL senior notes in the aggregate principal amount of U.S. $200,000,000 (the "Notes");

6. the Notes will be sold in the United States of America to qualified institutional buyers in compliance with the exemption from registration provided by Rule 144A of the Securities Act of 1933 of the United States of America (the "1933 Act"), and in transactions outside of the United States of America in reliance on Regulation S under the 1933 Act;

7. the Notes may be offered for sale in British Columbia, Manitoba, Ontario and Québec in compliance with applicable securities legislation, rules and policies;

8. the Indenture is not presently governed by the Trust Indenture Act of 1939 of the United States of America (the "1939 Trust Act"), however, the Indenture will comply in all material respects with the provisions of the 1939 Trust Act that are substantially similar to the provisions of sections 86 to 97 of the Company Act; and

9. NSCL will distribute a second series of notes to be exchanged for the Notes by filing a registration statement in accordance with the 1933 Act, at which point the Indenture will be subject to the 1939 Trust Act by operation of law;

[para 3]
AND WHEREAS the Executive Director considers that to do so would not be prejudicial to the public interest;

[para 4]
IT IS ORDERED under section 87(2) of the Company Act that sections 86 to 97 of the Company Act do not apply to the Indenture provided that the Indenture complies in all material respects with the provisions of the 1939 Trust Act that are substantially similar to the provisions of sections 86 to 97 of the Company Act.

[para 5]
DATED August 8, 2001.

Derek E. Patterson
Manager