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To its knowledge, Benachee is not in default of applicable securities legislation in any jurisdiction of Canada.Ģ.4 The common shares of Benachee (the " Benachee Shares") are not listed or posted for trading on any exchange or quotation and trade reporting system.Ģ.5 Benachee's liabilities substantially exceed its assets, which are comprised principally of mineral and mineral exploration assets.ģ.1 Tahera is a corporation incorporated under the CBCA. The principal office of Benachee is located in Toronto, Ontario.Ģ.2 Benachee is engaged in the business of the exploration for and the mining of diamonds, primarily in the territory of Nunavut, Canada.Ģ.3 Benachee is a wholly-owned subsidiary of Tahera Diamond Corporation (" Tahera") and is not a reporting issuer in any jurisdiction. To its knowledge, Ag Growth is not in default of securities legislation in any jurisdiction of Canada.ġ.4 The Ag Growth Units are listed on the Toronto Stock Exchange (" TSX") under the symbol " AFN.UN".ġ.5 Ag Growth has filed an "AIF" and has "current annual financial statements" (as such terms are defined in National Instrument 44-101 - Short Form Prospectus Distributions (" NI 44-101")) for the financial year ended December 31, 2008.Ģ.1 Benachee is a corporation incorporated under the Canada Business Corporations Act (" CBCA").

and other investments in entities conducting business in the grain handling, storage and conditioning equipment market.ġ.3 Ag Growth is a reporting issuer or the equivalent under the securities legislation of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland. The principal office of Ag Growth is located in Winnipeg, Manitoba.ġ.2 Ag Growth was created to hold, indirectly, securities and assets of Ag Growth Industries Inc. This decision is based on the following facts represented by the Filers:ġ.1 Ag Growth is an unincorporated open-ended limited purpose trust established under the laws of the Province of Ontario pursuant to a Declaration of Trust dated March 24, 2004. Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.

(c) the decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario. (b) the Filers have provided notice that Subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (" MI 11-102") is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, Québec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and (a) the Manitoba Securities Commission is the principal regulator for the application Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):

(b) that the Application and this Decision be kept confidential and not be made public (the " Confidentiality Request"). (a) exempting the Filers from the requirement under the Legislation to provide financial statement disclosure with respect to Benachee for the years ended December 31, 2008, Decemand Decem(the " Financial Statements") in the management information circular (the " Circular") to be prepared by the Filers and delivered to the holders (" Ag Growth Unitholders") of trust units (" Ag Growth Units") in connection with a special meeting (" Special Meeting") of Ag Growth Unitholders expected to be held in late May 2009 (the " Exemption Sought") and

The securities regulatory authority or regulator in each of the Jurisdictions (" Decision Maker") has received an application (the " Application") from the Filers for a decision under the securities legislation of the Jurisdictions (the " Legislation"): National Instrument 51-102 Continuous Disclosure Obligations, s. National Policy 11-203 Process For Exemptive Relief Applications in Multiple Jurisdictions - Relief from item 14.2 of Form 51-102F5 Information Circular - Filer exempt from including financial statements for predecessor corporation to be involved in a business combination - fundamental change in business and operations from predecessor corporation and change in all of its executive officers and directors.