AND WHEREAS SICI has represented to the Executive Director that:

1. Sherritt International Corporation (“Sherritt International”) was incorporated under the laws of New Brunswick, is a reporting issuer under the Act and is not in default of any requirement of the Act or the Securities Rules, R.B.C. Reg. 194/97;

2. the authorized capital of Sherritt International consists of 100 multiple voting shares and an unlimited number of restricted voting shares, of which all of the multiple voting shares and 71,933,153 restricted voting shares were issued and outstanding as of August 31, 1997;

3. the restricted voting shares of Sherritt International are listed and posted for trading on The Toronto Stock Exchange and the Montreal Exchange;

4. SICI was incorporated under the laws of Canada, is not a reporting issuer under the Act and is a wholly-owned subsidiary of Sherritt International;

5. the authorized capital of SICI consists of an unlimited number of common shares (the “Shares”) of which 10,000,100 Shares were issued and outstanding as of August 31, 1997;

6. SICI proposes to reorganize its affairs, acquire all of the outstanding securities of Dynatec International Ltd., a private company incorporated under the laws of Ontario, and change its name to Dynatec Corporation;

7. immediately following the reorganization of SICI, Sherritt International proposes to declare a dividend in specie which will consist of units of Dynatec, to be paid on the basis of one unit for each outstanding restricted voting share of Sherritt International;

8. each unit comprising the dividend will consist of one Share and one quarter of one warrant (the “Short-Term Warrants”) of Dynatec; the Shares and Short-Term Warrants comprising the units will not be separately transferable until approximately one month after payment of the dividend (the “Separation Date”);

9. each whole Short-Term Warrant will entitle the holder to purchase one Share and one additional warrant (the “Long-Term Warrants”), for a price yet to be determined, at any time from the Separation Date up to and including February 27, 1998; each Long-Term Warrant will entitle the holder to purchase one Share for a price yet to be determined at any time from the date of issue up to and including February 28, 2000;

10. on August 19, 1997, the Executive Director issued a receipt for a preliminary prospectus which will qualify the distribution of the dividend; Dynatec will become a reporting issuer when the Executive Director issues a receipt for a prospectus;

11. the units, Shares, Short Term Warrants and Long Term Warrants have been conditionally approved for listing on The Toronto Stock Exchange;

12. the dividend will be paid by Sherritt International in reliance on the registration exemption contained in clause 45(2)(14) of the Act;

13. upon the exercise of Short-Term Warrants, Dynatec will issue Shares and Long-Term Warrants in reliance on the registration and prospectus exemptions contained in sections 45(2)(12)(iii) and 74(2)(11)(iii) of the Act; Dynatec will rely on the same exemptions in issuing Shares upon the exercise of Long-Term Warrants;

14. a trade of Shares and Long-Term Warrants issued upon exercise of Short-Term Warrants is not deemed to be a distribution under section 142(3) of the Rules because the Short-Term Warrants will have been distributed under a prospectus;

15. a trade of Shares issued upon exercise of Long-Term Warrants is deemed to be a distribution under section 142(3)(b) of the Rules unless, among other things, Dynatec has been a reporting issuer for the 12 months immediately preceding the trade, because the Long-Term Warrants will not have been distributed under a prospectus;

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

IT IS ORDERED under section 76 of the Act that the intended trades in Shares issued upon exercise of the Long-Term Warrants are exempt from the requirements of section 61 of the Act provided that:

1. Dynatec is a reporting issuer;

2. if the seller is an insider of Dynatec, other than a director or senior officer of Dynatec, the seller has filed all records required to be filed under sections 87 and 90 of the Act;

3. if the seller is a director or senior officer of Dynatec, the seller has filed all records required to be filed under sections 87 and 90 of the Act and Dynatec has filed all records required to be filed under Part 12 of the Act and the Rules;

4. the trade is not a distribution from the holdings of a control person;

5. no unusual effort is made to prepare the market or create a demand for the Shares;

6. no extraordinary commission or consideration is paid in respect of the trade; and

7. this order expires one year from the date Dynatec becomes a reporting issuer.

DATED at Vancouver, British Columbia, on September 26, 1997.




Wayne Redwick, C.G.A.
Director, Corporate Finance