Ontario Commission des th P.O. Box 55, 19 Floor CP 55, 19e étage Securities valeurs mobilières 20 Queen Street West 20, rue queen ouest Commission de l’Ontario Toronto ON M5H 3S8 Toronto ON M5H 3S8 March 1, 2011 ENERGY SPLIT CORP. II INC. 40 King Street West Scotia Plaza, 26 th Floor P.O. Box 4085, Station A Toronto, Ontario M5W 2X6 Dear Sirs/Mesdames: Re: Energy Split Corp. II Inc. (the “Applicant”) - Application to Cease to be a Reporting Issuer under the securities legislation of each of the Provinces and Territories of Canada, except British Columbia (collectively, the “Jurisdictions”) 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. As the Applicant has represented to the Decision Makers that, all outstanding Capital Yield Shares and ROC Preferred Shares were redeemed on December 16, 2010 in accordance with the articles of incorporation. 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 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 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. “Darren McKall” _______ Darren McKall Assistant Manager, Investment Funds Branch Ontario Securities Commission
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