RITCHIE BROS AUCTIONEERS INC, F-1/A, 1998-03-02

RITCHIE BROS AUCTIONEERS INC
F-1/A, 1998-03-02
BUSINESS SERVICES, NEC

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 2, 1998

REGISTRATION NO. 333-36457
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------

Amendment No. 2

To
Form F-1
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
------------------------------------
RITCHIE BROS. AUCTIONEERS INCORPORATED
(Exact name of Registrant as specified in its charter)

<TABLE>
<S> <C> <C>
CANADA 7389 NOT APPLICABLE
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>

9200 BRIDGEPORT ROAD
RICHMOND, BRITISH COLUMBIA, CANADA V6X 1S1
(604) 273-7564
(Address and telephone number of Registrant's principal executive offices)

LAWCO OF OREGON, INC.
1211 SW FIFTH AVENUE, SUITE 1500
PORTLAND, OREGON 97204-3715
ATTN: SUSAN KIPPER
(503) 727-2000
(Name, address, and telephone number of agent for service)
------------------------------------

Copies to:

<TABLE>
<S> <C>
ROY W. TUCKER, ESQ. BRUCE CZACHOR, ESQ.
PERKINS COIE SHEARMAN & STERLING
1211 S.W. FIFTH AVENUE, SUITE 1500 COMMERCE COURT WEST
PORTLAND, OREGON 97204-3715 199 BAY STREET, SUITE 4405
(503) 727-2000 TORONTO, ONTARIO, CANADA M5L 1E8
(416) 360-2972
</TABLE>

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the Registration Statement becomes effective.
------------------------------------

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

<PAGE> 2

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED MARCH 2, 1998

PROSPECTUS

[LOGO] 2,900,000 SHARES
RITCHIE BROS. AUCTIONEERS INCORPORATED
COMMON SHARES
------------------------

All of the Common Shares (the "Common Shares") offered hereby (the
"Offering") are being offered by Ritchie Bros. Auctioneers Incorporated in the
United States and internationally outside the United States.

Prior to the Offering, there has been no public market for the Common
Shares. It is currently anticipated that the initial public offering price will
be between $14.00 and $16.00 per share. For a discussion of the factors that
will be considered in determining the initial public offering price of the
Common Shares, see "Underwriting."

The Common Shares have been approved for listing on the New York Stock
Exchange, subject to official notice of issuance, under the symbol "RBA."

SEE "RISK FACTORS" BEGINNING ON PAGE 9 FOR A DISCUSSION OF CERTAIN FACTORS
WHICH SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON SHARES
OFFERED HEREBY.

------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<S> <C> <C> <C>
============================================================================================================
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC COMMISSION(1) COMPANY(2)
- ------------------------------------------------------------------------------------------------------------
Per Share................................... $ $ $
- ------------------------------------------------------------------------------------------------------------
Total(3).................................... $ $ $
============================================================================================================
</TABLE>

(1) The Company has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended (the "Securities Act"). See "Underwriting."

(2) Before deducting expenses payable by the Company estimated to be $850,000.

(3) The Company has granted the Underwriters an option, exercisable within 30
days after the date hereof, to purchase up to 435,000 additional Common
Shares solely to cover over-allotments, if any. If such option is exercised
in full, the total Price to Public, Underwriting Commission and Proceeds to
Company will be $ , $ and $ , respectively. See
"Underwriting."
------------------------

The Common Shares offered hereby are offered by the several Underwriters,
subject to prior sale, when, as and if delivered to and accepted by them, and
subject to approval of certain legal matters by counsel for the Underwriters and
certain other conditions. The Underwriters reserve the right to withdraw, cancel
or modify such offer and to reject orders in whole or in part. It is expected
that delivery of the Common Shares will be made in New York, New York on or
about , 1998.
------------------------

MERRILL LYNCH & CO.
FURMAN SELZ
MORGAN STANLEY DEAN WITTER
------------------------
The date of this Prospectus is , 1998.
<PAGE> 3

[PICTURE]

CERTAIN PERSONS PARTICIPATING IN THE OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON SHARES.
SUCH TRANSACTIONS MAY INCLUDE STABILIZING, THE PURCHASE OF COMMON SHARES TO
COVER SYNDICATE SHORT POSITIONS AND THE IMPOSITION OF PENALTY BIDS. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."

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<PAGE> 4

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and the consolidated financial statements and related notes thereto
and the other financial information included elsewhere in this Prospectus.
Except as otherwise noted or unless the context otherwise requires, (i) "Ritchie
Bros." or the "Company" refers to Ritchie Bros. Auctioneers Incorporated, either
alone or together with its subsidiaries, (ii) the information in this Prospectus
gives effect to the combination of the predecessor entities to the Company as if
completed on May 1, 1992, (iii) "fiscal" in connection with a year means the 12
months ended April 30 of the calendar year specified, (iv) "$" or "dollars"
refers to United States dollars and (v) the information in this Prospectus
assumes that the Underwriters' over-allotment option will not be exercised. See
"-- The Company," "The Reorganization" and "Underwriting." The financial
statements included elsewhere in this Prospectus have been prepared in
accordance with Canadian generally accepted accounting principles ("Canadian
GAAP"), and are subject to Canadian auditing and auditor independence standards,
and thus may not be comparable to financial statements prepared in accordance
with United States generally accepted accounting principles ("U.S. GAAP").
Effective December 31, 1997, the Company changed its fiscal year end from April
30 to December 31.

The Ritchie Bros. logo and Ritchie Bros. Auctioneers are among the
Company's trademarks. Trademarks of other entities are also included in this
Prospectus.

THE COMPANY

Ritchie Bros. is the world's leading auctioneer of industrial equipment,
operating through 50 locations in 13 countries in North America, Europe, Asia
and Australia. The Company sells, through public auctions, a broad range of used
industrial equipment, including equipment used in the construction,
transportation, mining, forestry, petroleum and agricultural industries. Ritchie
Bros. conducts its auctions on an unreserved basis, with each and every item
being sold to the highest bidder on the day of the auction, and no minimum
prices or bidding permitted on behalf of consignors. Ritchie Bros. attracts a
broad international base of customers to its auctions through its worldwide
marketing efforts and reputation for conducting auctions through a fair selling
process. Many of the Company's customers are both consignors and buyers.
Management believes that the Company's reputation and leading market position,
as well as the breadth and international composition of the customers at Ritchie
Bros.' auctions, result in a greater volume of consigned equipment and higher
gross auction sales than in other auction venues.

Ritchie Bros.' auction business has experienced significant growth over the
last five years. During that period, the Company's gross auction sales have
grown from $477.1 million in its fiscal year ended April 30, 1993 to $792.9
million in its fiscal year ended April 30, 1997, representing a compound annual
growth rate of 13.5%. During the same five fiscal years, the Company's annual
auction revenues have grown from $45.0 million to $72.2 million, representing a
compound annual growth rate of 12.5%, and income before income taxes has grown
from $13.0 million to $25.0 million, representing a compound annual growth rate
of 17.8%. During the eight-month period ended December 31, 1997, the Company had
gross auction sales of $681.4 million and auction revenues of $60.0 million,
representing growth over the corresponding period in 1996 of 29.1% and 27.2%,
respectively.

KEY STRENGTHS

Ritchie Bros. has several key operating strengths that provide distinct
competitive advantages which have enabled the Company to achieve significant and
profitable growth.

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<PAGE> 5

item, even if that bid is less than the item's anticipated sale price, the item
will be sold to that bidder. Management believes that Ritchie Bros.' reputation
for conducting fair auctions is a major competitive advantage. Ritchie Bros.'
auctions generally draw a larger number of bidders than other industrial
equipment auctions. The larger bidder audience at a Ritchie Bros. auction
attracts potential consignors who reason that a large number of bidders
competing for the same items is the best way to maximize the selling price of
their equipment. Greater volume and selection of consigned equipment at an
auction, in turn, attracts more bidders to the auction in a process that is self
reinforcing.

High Quality Services for Consignors and Bidders. Ritchie Bros.' auction
operations are conducted on a standardized basis around the world and provide
consignors assurance that they will obtain the best return on their dispositions
of equipment and bidders confidence that they will be given the opportunity to
obtain equipment at a fair price.

For consignors, Ritchie Bros.' comprehensive services typically begin with
an equipment appraisal that gives the prospective consignor a reliable and
credible estimate of the value of the appraised equipment. Ritchie Bros. stands
behind each of its appraisals with a proposal, tailored to the consignor, that
may include an alternative commission structure based upon a guaranteed minimum
level of gross sale proceeds, or an outright purchase. Ritchie Bros.'
willingness to take consignment of a customer's full equipment fleet (and all
ancillary assets, including inventories, parts, tools, attachments and
construction materials), rather than only the most desirable items, is another
important service to the consignor. Ritchie Bros. also offers repair and
refurbishment services to consignors, and provides advice on how to present the
equipment in order to maximize the consignor's proceeds. On behalf of the
consignors, the Company contracts with selected painters and other trade service
providers at each of its auction sites and often provides facilities for on-site
cleaning and refurbishment of equipment.

For bidders, Ritchie Bros. provides an array of services to make the
bidding and purchasing process convenient. Ritchie Bros. personnel perform
extensive title searches on the equipment consigned, and the Company warrants
free and clear title to each buyer. Equipment being offered at the auction is
available for inspection by prospective buyers prior to the auction. Other
services include a reception on the evening before the auction, expedited
check-in procedures, streamlined paperwork and the provision of meeting rooms,
third party financing, access to trucking and freight forwarding, vehicle
registration and customs brokerage services at the auction site.

International Scope. Ritchie Bros. markets each auction to a global
customer base of potential bidders and consignors. Because international buyers
are willing to travel to a Ritchie Bros. auction, consignors have confidence
that they will receive the highest possible price for their equipment. Ritchie
Bros. has conducted auctions in 16 countries throughout the world, and has
offices in 13 countries. Approximately 17% of Ritchie Bros.' gross auction sales
for its fiscal year ended April 30, 1997 represented purchases by bidders from
countries outside of the country in which the auction was held.

Proprietary Databases and Software. The Company's proprietary databases
provide access to information regarding potential bidders and equipment
valuations that, in the view of management, significantly enhances the Company's
ability to effectively market its auction services. The Company's customer
database contains over 250,000 names from over 160 countries and provides, in
respect of each customer, information that can be used in developing a
relationship with that customer, such as auction attendance, trade association
membership, buying and travel habits and sales tax and banking information. The
Company's database of equipment valuations, drawn from sale prices at its own
auctions as well as other sources of information, allows the Company to identify
market trends that both facilitate accurate appraisals and allow the Company to
target its marketing in response to those trends.

Size and Financial Strength. In the highly fragmented industrial equipment
auction market, Ritchie Bros. is the world's largest auction company. Based upon
an industry source that reports sales by companies in the construction equipment
segment of the industrial equipment auction market, in calendar 1997 the
reported gross auction sales of Ritchie Bros. in that segment exceeded the
combined gross auction sales of the other 41 reported companies and exceeded
three times the gross auction sales of the next largest auctioneer. Although

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<PAGE> 6

the Company is not relying on such industry source as an expert, the Company
believes that the information provided is reliable.

Dedicated and Experienced Workforce. Ritchie Bros.' dedicated and
motivated employees are an important strength of the Company. Of the Company's
146 sales and managerial employees, 43 have been with the Company for over 10
years and an additional 37 have been with the Company for over five years.
Average annual turnover among the same group has been less than 7% over the
three fiscal years ended April 30, 1997. All employees participate in a
performance bonus plan tying their overall compensation to corporate and
personal performance. Key employees have a substantial equity stake in the
Company. The 15 beneficial owners of the Company's predecessor entities, all of
whom have entered into employment agreements with the Company, have a combined
300 years of experience with Ritchie Bros., an average of 20 years per
individual. See "Business -- Employees" and "Management."

GROWTH STRATEGY

Ritchie Bros.' strategic objective is to continue its profitable growth by
increasing income from operations in the Company's existing markets through
developing new and upgrading existing permanent auction sites, and by expanding
into new geographic markets. The Company is also assessing possible
opportunities to expand its presence in market segments that the Company has not
historically emphasized.

Increase Income from Operations in Existing Geographic Markets. Management
believes that developing new and upgrading existing permanent auction sites will
increase the Company's income from operations. Such permanent, purpose-built
sites enable the Company to enhance its corporate identity and establish a
long-term presence in the communities in which they are located. By establishing
itself in its local markets and by holding frequent and regularly scheduled
auctions at its permanent sites, the Company is able to more consistently
attract a large volume of consignors and bidders to its auctions.

Expand into New Geographic Markets. The Company intends to continue to
geographically expand its operations by (i) establishing additional auction
operations in markets where it has had a strong long-term presence, such as
parts of the United States, (ii) increasing its presence in newer markets, such
as Europe, Asia, Australia and the Middle East, where it has begun to develop
significant business, and (iii) entering new markets such as South America.
Management believes that the Company's experience and demonstrated success in
developing new geographic markets, its established international base of
customers and its reputation as the world's preeminent industrial equipment
auctioneer will provide significant advantages to the Company in its efforts to
expand into new geographic markets.

Expand into New Auction Market Segments. Ritchie Bros. will continue to
assess possible opportunities to expand its presence in market segments that the
Company has not historically emphasized. Management believes that expansion
opportunities exist in agriculture and certain transportation segments of the
industrial equipment auction market, among others. Such expansion could be
pursued either by acquiring existing businesses, by hiring experienced
personnel, or by internally generated growth.
---------------

The Company's principal executive offices are located at 9200 Bridgeport
Road, Richmond, British Columbia, Canada V6X 1S1, and its telephone number is
(604) 273-7564. The Company maintains a web site on the internet at
www.rbauction.com.

5
<PAGE> 7

THE OFFERING

Common Shares offered
hereby..................... 2,900,000 shares(1)

Common Shares to be
outstanding after the
Offering................. 16,113,666 shares(1)(2)

Use of proceeds............ The net proceeds to the Company from the Offering,
after deducting estimated underwriting commissions
and estimated expenses, are estimated to be $39.6
million and will be used (i) to acquire and develop
additional permanent auction sites, (ii) to replace
or to fund improvements at existing permanent
auction sites and (iii) for general corporate
purposes, including working capital.

Listing.................... The Common Shares have been approved for listing on
the New York Stock Exchange, subject to official
notice of issuance, under the symbol "RBA."
- ---------------

(1) Excludes up to 435,000 Common Shares that may be sold by the Company to the
Underwriters to cover over-allotments, if any.

(2) Excludes 1,500,000 Common Shares reserved for issuance pursuant to awards
under the Company's 1997 Stock Option Plan (the "Stock Option Plan"), of
which 196,333 Common Shares are subject to options with an exercise price
of $0.10 per share granted to employees pursuant to the Employee Equity
Participation Program. See "Management -- Employee Equity Participation
Program" and "-- Stock Option Plan."

RISK FACTORS

Prospective purchasers of the Common Shares should consider all of the
information contained in this Prospectus before making an investment in the
Common Shares. The Company's financial performance is subject to various risks,
including risks related to the Company's potential inability to achieve and
manage growth, quarterly and seasonal fluctuations in revenues and operating
results, exposure to potential losses from guarantees of gross sale proceeds and
from direct purchases of inventory, and the effect on its business of downturns
in cyclical industries in which its customers operate or adverse changes in
general or regional economic conditions. Prospective purchasers should consider
these and the other factors set forth herein under "Risk Factors."

6
<PAGE> 8

SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA

The following summary consolidated financial and other data relating to the
Company has been taken or derived from the consolidated financial statements and
other records of the Company and should be read in conjunction with the
consolidated financial statements and the related notes thereto, "Selected
Consolidated Financial and Other Data," "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the other financial
information included elsewhere in this Prospectus. Except as indicated below,
the summary consolidated financial data is not materially different under U.S.
GAAP. Effective December 31, 1997, the Company changed its fiscal year end from
April 30 to December 31.

<TABLE>
<CAPTION>
EIGHT MONTHS
FISCAL YEAR ENDED APRIL 30, ENDED DECEMBER 31,
---------------------------------------------------------- -------------------------
1993 1994 1995 1996 1997 1997
-------- -------- -------- -------- ---------- 1996 ----------
-----------
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Auction revenues(1)................ $ 45,003 $ 50,066 $ 51,326 $ 65,306 $ 72,186 $ 47,211 $ 60,034
Direct expenses.................... (10,507) (11,925) (12,979) (13,138) (13,908) (9,598) (13,041)
-------- -------- -------- -------- ---------- ----------- ----------
34,496 38,141 38,347 52,168 58,278 37,613 46,993
Depreciation....................... (1,198) (1,327) (1,708) (1,820) (2,014) (1,006) (1,540)
General and administrative
expense.......................... (20,319) (20,801) (24,628) (26,848) (31,099) (20,789) (27,414)
Employee equity participation
expense(2)....................... -- -- -- -- -- -- (10,346)
-------- -------- -------- -------- ---------- ----------- ----------
Income from operations............. 12,979 16,013 12,011 23,500 25,165 15,818 7,693
Interest expense................... (411) (611) (1,274) (1,104) (1,081) (427) (1,380)
Other income....................... 413 1,336 677 1,179 917 739 576
-------- -------- -------- -------- ---------- ----------- ----------
Income before income taxes......... 12,981 16,738 11,414 23,575 25,001 16,130 6,889
Income taxes(3).................... (2,177) (2,456) (2,975) (4,428) (5,992) (3,045) (4,491)
-------- -------- -------- -------- ---------- ----------- ----------
Net income......................... $ 10,804 $ 14,282 $ 8,439 $ 19,147 $ 19,009 $ 13,085 $ 2,398
======== ======== ======== ======== ========= =========== =========
Net income per share(4)............ $ 0.85 $ 1.12 $ 0.66 $ 1.51 $ 1.49 $ 1.03 $ 0.19
U.S. GAAP -- Net income(5)......... $ 10,804 $ 14,282 $ 8,439 $ 19,147 $ 19,009 $ 13,085 $ 1,045
======== ======== ======== ======== ========= =========== =========
U.S. GAAP -- Net income per
share(4)......................... $ 0.85 $ 1.12 $ 0.66 $ 1.51 $ 1.49 $ 1.03 $ 0.08
PRO FORMA INCOME STATEMENT DATA
(UNAUDITED):
Income before income taxes......... $ 25,001 $ 6,889
Income taxes(3).................... (9,891) (5,297)
---------- ----------
Net income......................... $ 15,110 $ 1,592
========= =========
Net income per share(6)............ $ 0.98 $ 0.10
Weighted average shares
outstanding(4)................... 15,367,467 15,610,553
BALANCE SHEET DATA (END OF PERIOD):
Working capital.................... $ 19,461 $ 23,900 $ 21,822 $ 33,132 $ 39,707 $ 35,957 $ 3,322
Total assets....................... 78,685 87,802 98,621 150,969 142,858 83,060 70,460
Total debt......................... 48,808 52,353 60,903 102,168 83,533 28,634 44,754
Total shareholders' equity......... 29,877 35,449 37,718 48,801 59,325 54,426 25,706
SELECTED OPERATING DATA:
Gross auction sales(7)............. $477,056 $567,506 $634,058 $752,735 $ 792,865 $ 527,875 $ 681,425
Auction revenues as percentage of
gross auction sales.............. 9.43% 8.82% 8.09% 8.68% 9.10% 8.94% 8.81%
Number of consignors............... 8,878 8,650 10,460 10,744 12,088 8,437 9,985
Number of buyers................... 24,593 25,812 27,401 27,837 30,630 21,207 23,917
Number of permanent auction sites
(end of period).................. 8 10 11 12 13 13 13
</TABLE>

(footnotes
on following page)

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(1) Auction revenues consist of commissions, gross profit on sales of inventory
and interest income that is incidental to the auction business, reduced by
any losses arising from gross guarantee consignments and purchases and
sales of equipment by the Company as principal.

(2) Non-recurring employee equity participation expense for the eight-month
period ended December 31, 1997 reflects grants to employees under the Stock
Option Plan of options to purchase 196,333 Common Shares with an exercise
price of $0.10 per share, and issuances to other employees of 497,999
Common Shares at the price of $0.10 per share. These option grants and
Common Share issuances were made pursuant to the Employee Equity
Participation Program. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Overview," "Management --
Stock Option Plan" and "-- Employee Equity Participation Program."

(3) For all periods presented, the majority of the Company's business operations
was carried on by predecessor entities to the Company that were
partnerships. Consequently, most of the income of the predecessor
partnerships was included for income tax purposes in the income of the
partner entities, many of which were not predecessor entities to the
Company. Pro forma income tax expense has been computed as if the pro forma
net income (loss) of the Company would have been subject to income taxes.
See "The Reorganization." Such pro forma income tax expense should not be
construed as indicative of future income tax expense. See Note 9 to the
Company's consolidated financial statements included elsewhere in this
Prospectus.

(4) Historical net income per share for all periods presented has been
calculated based on the weighted average number of shares outstanding after
giving retroactive effect to the 12,715,667 Common Shares issued in
connection with the Reorganization as if they had been issued at the
beginning of the earliest period presented. Pro forma weighted average
shares outstanding is based upon the historical weighted average number of
shares outstanding, adjusted to give pro forma effect to the issuance of
2,651,800 Common Shares, being that number of shares the aggregate value of
which, when valued at $15.00 per share (the mid-point of the range of
estimated initial public offering prices set forth on the cover page of the
Prospectus), would equal the excess of the $42.2 million of drawings and
dividends over net income for the eight-month period ended December 31,
1997. Per share information is presented as if the Common Shares deemed to
be issued were issued at the beginning of the periods presented. Diluted
net income per share is not materially different from basic net income per
share when both are computed under either U.S. GAAP or Canadian GAAP.

(5) Net income under U.S. GAAP for the eight-month period ended December 31,
1997 reflects restructuring expenses and taxes of $1.4 million incurred in
connection with the Reorganization (which is reflected under Canadian GAAP
as a reduction to shareholders' equity in the Company's consolidated
financial statements). See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Overview," "The
Reorganization" and Note 10 to the Company's consolidated financial
statements included elsewhere in this Prospectus.

(6) Pro forma net income per share computed under U.S. GAAP is not materially
different from pro forma net income per share computed under Canadian GAAP.

(7) Gross auction sales represent the aggregate selling prices of all items sold
at Ritchie Bros. auctions. Gross auction sales are key to understanding the
financial results of the Company, since the amount of revenues and, to a
lesser extent, certain expenses, are dependant on it.

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RISK FACTORS

In addition to the other information in this Prospectus, the following risk
factors should be considered carefully in evaluating the Company and its
business before purchasing the Common Shares offered hereby. The factors
discussed below constitute, in the view of the Company's management, all
material risk factors incident to the Company's business and operations.

POTENTIAL INABILITY TO ACHIEVE AND MANAGE GROWTH

A principal component of the Company's strategy is to continue to grow by
increasing income from operations in the Company's existing markets and by
expanding into new geographic markets. The Company is also assessing
opportunities to expand its presence in auction market segments that the Company
has not historically emphasized. The Company's future growth will depend upon a
number of factors, both within and outside of the Company's control, including
the Company's identification and development of new markets, the identification
and acquisition on favorable terms of suitable new auction sites and, possibly,
of suitable acquisition candidates, the ability to hire and train qualified
personnel, the successful integration of new sites and any acquired businesses
with the Company's existing operations, the acceptance by potential consignors
and industrial equipment buyers of the auction process generally as well as of
the Company's expansion into new markets and market segments, the establishment
and maintenance of favorable relationships with consignors and bidders in new
markets and the maintenance of such relationships in existing markets, the
receipt of any required governmental authorizations for proposed development or
expansion, and the Company's ability to manage expansion and to obtain required
financing. There can be no assurance that the Company will successfully expand
its operations or that any expansion will be profitable. The Company has grown
primarily by means of internal growth and intends to continue to do so. The
Company has little experience with completing and integrating acquisitions. The
failure to identify, purchase, develop and integrate new sites or to integrate
any acquired businesses effectively could adversely affect the Company's
financial condition and results of operations. Further, the results achieved by
the Company to date may not be indicative of its prospects or its ability to
penetrate new markets, many of which may have different competitive conditions
and demographic characteristics than the Company's current markets. See
"Business -- Growth Strategy."

As a result of expanding its operations, the Company will experience growth
in the number of its employees, the scope of its operating and financial systems
and the geographic area of its operations. This growth will increase the
operating complexity of the Company and the level of responsibility of existing
and new management personnel. There can be no assurance that the Company will be
able to attract and retain qualified management and employees, that the
Company's current operating and financial systems and controls will be adequate
as the Company grows, or that any steps taken to attract and retain management
and employees and to improve such systems and controls will be sufficient.

QUARTERLY AND SEASONAL VARIATIONS IN OPERATING RESULTS

The Company's revenues and operating results historically have fluctuated
from quarter to quarter. These fluctuations have been and are expected to
continue to be caused by a number of factors, including seasonal results of
operations (with peak auction revenues and operating income typically occurring
in the second and fourth calendar quarters of each year, primarily due to the
seasonal nature of the construction and natural resources industries), general
economic conditions in the Company's markets, the timing of auctions, the timing
of acquisitions and development of auction sites and related costs, and the
effectiveness of integrating new sites or acquired businesses. Additionally, the
Company generally incurs substantial costs in entering new markets and the
profitability of operations at a new location is uncertain, in part because the
number and size of auctions at new locations is more variable than at the
Company's more established locations. These factors, among others, may cause the
Company's results of operations in some future quarters to be below the
expectations of securities analysts and investors or results of previous
quarters, which could have a material adverse effect on the market price of the
Common Shares.

9
<PAGE> 11

POTENTIAL LOSSES FROM PRICE GUARANTEES, PURCHASES OF INVENTORY AND ADVANCES BY
THE COMPANY

The Company generally offers its services to consignors of used industrial
equipment on a straight commission basis. In certain circumstances the Company
will, subject to its evaluation of the equipment, either (i) offer to guarantee
the consignor a minimum level of gross sale proceeds, regardless of the ultimate
results of the auction, or (ii) offer to purchase the equipment directly from
the consignor and then auction such equipment as principal. If auction proceeds
are less than the purchase price paid by the Company, the Company would incur a
loss. If auction proceeds are less than the guaranteed amount, the Company's
commission would be reduced or, if sufficiently lower, the Company would incur a
loss. Because all its auctions are unreserved, the Company cannot protect itself
against such losses by bidding on or acquiring any items at the auctions. During
the five fiscal years ended April 30, 1997, guarantees and purchases and sales
by the Company as principal averaged in the aggregate approximately 40% of the
Company's annual gross auction sales. See "Business -- Operations."

Occasionally, the Company advances to consignors a portion of the estimated
auction proceeds prior to the auction. The Company generally makes such advances
only after taking possession of the equipment to be auctioned and upon receipt
of a security interest in the equipment to secure the obligation. If the Company
were unable to auction the equipment or if auction proceeds were less than
amounts advanced, the Company could incur a loss. See "Business -- Operations."

There can be no assurance that the Company will not incur losses in
connection with any gross guarantee consignments, purchases and sales of
equipment as principal or advances to consignors.

ADVERSE CHANGES IN ECONOMIC CONDITIONS; INDUSTRY CYCLICALITY

A substantial portion of the Company's revenues are derived from customers
in industries that are cyclical in nature and subject to changes in general or
regional economic conditions. Adverse changes or downturns in a given industry
may decrease demand for related equipment and lead to lower auction revenues.
Although auction sales to residents of countries other than the country in which
the auction is held have generally been increasing in recent years, the majority
of auction revenues are generated by same country purchasers. As a result, the
Company's operating results in a particular region may be adversely affected by
events or conditions in that region, such as a local economic slowdown, adverse
weather affecting local industries and other factors. The significance of the
current Asian economic situation and its impact on the Company's operating
results is at present uncertain. The Company's operating results may also be
adversely affected by increases in interest rates that may lead to a decline in
economic activity.

RISKS OF COMPETITION

The international industrial equipment market and the industrial equipment
auction market are highly fragmented. The Company competes for potential
purchasers of industrial equipment with other auction companies and with
indirect competitors such as equipment manufacturers, distributors and dealers
that sell new or used equipment, as well as equipment rental companies. The
Company also competes for potential consignors with other auction companies and
with indirect competitors such as used equipment dealers. The Company's direct
competitors are primarily regional auction companies. Some of the Company's
indirect competitors have significantly greater financial and marketing
resources and name recognition than the Company. New competitors with greater
financial and other resources than the Company may enter the industrial
equipment auction market in the future. Additionally, existing or future
competitors may succeed in entering and establishing successful operations in
new geographic markets prior to the Company's entry into such markets.

The Company believes that the industrial equipment auction market will
continue to become increasingly consolidated. Consolidation may increase the
competitiveness of the market in ways that could adversely affect the Company.
To the extent existing or future competitors seek to gain or retain market share
by reducing commission rates, the Company may also be required to modify its
commission rates, which may adversely affect the Company's results of operations
and financial condition.

10
<PAGE> 12

RISKS OF NONCOMPLIANCE WITH GOVERNMENTAL AND ENVIRONMENTAL REGULATION

In the countries in which it operates, the Company is subject to a variety
of federal, provincial, state and local laws, rules and regulations relating to,
among other things, the auction business, imports and exports of equipment,
worker safety, and the use, storage, discharge and disposal of environmentally
sensitive materials. Failure to comply with such laws, rules and regulations
could result in substantial liability to the Company, suspension or cessation of
certain of the Company's operations, restrictions on the Company's ability to
expand at its present locations or into new locations, requirements for the
acquisition of additional equipment or other significant expenses.

The development or expansion of auction sites is contingent upon receipt of
required licenses, permits and other governmental authorizations. The inability
of the Company to obtain such required items could have an adverse effect on its
results of operations and financial condition. Additionally, changes or
concessions required by regulatory authorities could result in significant
delays in, or prevent completion of, such development or expansion. Under
certain of the laws regulating the use, storage, discharge and disposal of
environmentally sensitive materials, an owner or lessee of real estate may be
liable for the costs of removal or remediation of certain hazardous or toxic
substances located on or in, or emanating from, such real estate, as well as
related costs of investigation and property damage. Such laws often impose such
liability without regard to whether the owner or lessee knew of or was
responsible for the presence of such hazardous or toxic substances. There can be
no assurance that environmental contamination does not exist at the Company's
acquired or leased auction sites from prior activities at such locations or from
neighboring properties or that additional auction sites acquired or leased by
the Company will not prove to be so contaminated. Any such contamination could
materially adversely affect the Company's financial condition or results of
operations.

The imposition of additional export or import regulations or of additional
duties, taxes or other charges on exports or imports could have a material
adverse impact on participation by international bidders or, to a lesser extent,
consignors to the Company's auctions. Reduced participation by such parties
could materially adversely affect the Company's financial condition or results
of operations.

POTENTIAL INADEQUACY OF INSURANCE COVERAGE

The Company maintains property and general liability insurance. There can
be no assurance that such insurance will remain available to the Company at
commercially reasonable rates or that the amount of such coverage will be
adequate to cover any liability incurred by the Company. If the Company is
liable for amounts exceeding the limits of its insurance coverage or for claims
outside the scope of its coverage, its business, results of operations and
financial condition could be materially adversely affected.

RISKS OF INTERNATIONAL OPERATIONS

The Company conducts auctions in North America, Europe, Asia, Australia and
the Middle East and intends to expand its international presence. The Company's
operations in international markets may be affected by fluctuating currency
exchange rates and by changing economic, political and governmental conditions
and regulations. The significance of the current Asian economic situation and
its impact on the Company's operating results is at present uncertain.

DEPENDENCE ON KEY PERSONNEL

The Company's future performance and development will depend to a
significant extent on the efforts and abilities of David E. Ritchie, a
co-founder of the Company and its Chairman and Chief Executive Officer, and of
its other executive officers, particularly C. Russell Cmolik, President and
Chief Operating Officer. The loss of the services of one or more of such
individuals or other senior managers could have a material adverse effect on the
Company's business. The Company does not maintain key man insurance for any of
its employees. The Company's ongoing success will depend on its continuing
ability to attract, develop and retain skilled personnel in all areas of its
business. See "Management."

11
<PAGE> 13

BROAD DISCRETION OF MANAGEMENT REGARDING PROCEEDS OF THE OFFERING

Of the net proceeds of the Offering, approximately $16.6 million, or 41.9%
(approximately $22.7 million, or 49.6%, if the Underwriters' over-allotment
option is exercised in full), has been allocated to general corporate purposes,
including working capital. Accordingly, management will have broad discretion as
to the application of such net proceeds. Except for the portion of the net
proceeds that has been allocated to partially fund the acquisition and
development of additional permanent auction sites and the replacement or
improvement of existing permanent sites, the Company has not yet identified any
other specific uses for the balance of such net proceeds. Pending any specific
application, the Company expects to invest the net proceeds in short-term,
interest-bearing, investment grade obligations. It is possible that the return
on the Company's investment on any portion of the net proceeds that is not
immediately used would be less than that which would be realized were such funds
to be invested in the Company's business.

CONTROL BY PRINCIPAL SHAREHOLDERS

Upon consummation of the Offering, five of the Company's existing equity
holders, including David E. Ritchie and C. Russell Cmolik, will beneficially own
a majority of the Company's issued and outstanding Common Shares. As a result,
such shareholders, if they act together, will be able to elect all the directors
and exercise significant control over the business, policies and affairs of the
Company. Such ownership and control may have the effect of delaying or
preventing a takeover of the Company by one or more third parties, which could
deprive the Company's shareholders of a control premium that might otherwise be
realized by them in connection with an acquisition of the Company. See
"Principal Shareholders."

NO PRIOR PUBLIC MARKET; POSSIBLE VOLATILITY OF SHARE PRICE

Prior to the Offering there has been no public market for the Common
Shares, and there can be no assurance that an active trading market will develop
as a result of the Offering or, if a trading market does develop, that it will
be sustained or that the Common Shares could be resold at or above the initial
public offering price. The initial public offering price of the Common Shares
will be determined through negotiations between the Company and the
representatives of the Underwriters and may not be indicative of the price at
which the Common Shares will actually trade after the Offering. For a discussion
of the factors that will be considered in determining the initial public
offering price of the Common Shares, see "Underwriting."

Following consummation of the Offering, the market price of the Common
Shares could be subject to significant variation due to fluctuations in the
Company's operating results, changes in or actual results varying from earnings
or other estimates made by securities analysts, the degree of success the
Company achieves in implementing its growth strategy, changes in business or
regulatory conditions affecting the Company, its customers or its competitors,
and other factors both within and outside of the Company's control. In addition,
the stock market may experience volatility that affects the market prices of
companies in ways unrelated to the operating performance of such companies, and
such volatility may adversely affect the market price of the Common Shares.

POTENTIAL FUTURE DILUTION

Upon consummation of the Offering, 16,113,666 Common Shares will be issued
and outstanding (16,548,666 Common Shares if the Underwriters' over-allotment
option is exercised in full). Future sales of substantial amounts of Common
Shares by the Company's principal shareholders after the Offering, or the
perception that such sales could occur, could adversely affect the market price
of the Common Shares. Additionally, the Company has the authority to issue
Common Shares in addition to those offered hereby and one or more series of
Preferred Shares. No prediction can be made as to the effect, if any, that
future sales or issuances of shares, or the availability of shares for future
sale, will have on the market price of the Common Shares. The Company also has
reserved 1,500,000 Common Shares for issuance under the Stock Option Plan, of
which 196,333 Common Shares are reserved for issuance pursuant to outstanding
options. The Company intends to register such shares for resale under the
Securities Act after consummation of the Offering. See "Management -- Stock
Option Plan," "Shares Eligible for Future Sale" and "Description of Share
Capital."

12
<PAGE> 14

Except for the issuance of options under the Stock Option Plan, the Company
and its directors, executive officers and certain other shareholders have agreed
not to, directly or indirectly, (i) sell, grant any option to purchase or
otherwise transfer or dispose of any Common Shares or securities convertible
into or exchangeable or exercisable for Common Shares or file a registration
statement under the Securities Act with respect to the same or (ii) enter into
any swap or other agreement or transaction that transfers, in whole or in part,
the economic consequence of ownership of the Common Shares, without the prior
written consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill
Lynch") for a period of 180 days after the date of this Prospectus. See
"Underwriting."

Additionally, the owners of the Company's predecessor entities, who
together will own approximately 79% of the Common Shares outstanding upon
consummation of the Offering, have agreed amongst themselves to impose certain
additional restrictions on the sale or transfer of their Common Shares. See
"Shares Eligible for Future Sale."

SUBSTANTIAL DILUTION TO NEW INVESTORS

The initial public offering price will be substantially higher than the net
tangible book value per Common Share immediately prior to the Offering.
Investors purchasing Common Shares in the Offering will be subject to immediate
dilution of $10.95 per share in net tangible book value, assuming an initial
public offering price of $15.00 (the mid-point of the range set forth on the
cover page of this Prospectus). Additionally, options to purchase 196,333 Common
Shares with exercise prices of $0.10 per share are outstanding under the Stock
Option Plan, all of which are immediately exercisable. The exercise of such
options would result in further dilution to new investors. See "Dilution."

POTENTIAL ADVERSE IMPACT OF PREFERRED SHARES

The Board of Directors, without further shareholder approval, can issue
Preferred Shares with voting and conversion rights which could adversely affect
the voting power of the holders of Common Shares. No Preferred Shares will be
outstanding upon consummation of the Offering and the Company currently has no
plan to issue Preferred Shares. The issuance of Preferred Shares in certain
circumstances may have the effect of delaying or preventing a change of control
of the Company, may discourage bids for the Common Shares at a premium over the
market price of the Common Shares, and may adversely affect the market price of
Common Shares. See "Description of Share Capital."

POTENTIAL INABILITY TO ENFORCE CERTAIN CIVIL LIABILITIES

The enforcement by investors of civil liabilities under applicable U.S.
federal and state securities laws may be affected adversely by the fact that
Ritchie Bros. is incorporated under the federal laws of Canada and certain of
its subsidiaries are incorporated under the laws of jurisdictions other than the
United States, that some or all of the officers and directors of Ritchie Bros.
and its subsidiaries may be residents of Canada or other non-U.S. countries,
that some or all of the Underwriters or the experts named in this Prospectus may
be residents of Canada or other non-U.S. countries, and that all or a
substantial portion of the assets of Ritchie Bros., its subsidiaries and said
persons may be located outside the United States. As a result, it may be
difficult or impossible for United States investors to effect service of process
within the United States upon Ritchie Bros. or such subsidiaries or persons or
to realize against them in the United States upon judgments of courts of the
United States predicated upon civil liabilities of Ritchie Bros. or such
subsidiaries or persons under applicable U.S. federal and state securities laws.
In addition, investors should not assume that courts in Canada or in the
countries where such subsidiaries are incorporated or such persons reside or in
which the assets of Ritchie Bros., its subsidiaries or such persons are located
(i) would enforce judgments of United States courts obtained in actions against
Ritchie Bros. or such subsidiaries or persons predicated upon the civil
liability provisions of applicable U.S. federal and state securities laws or
(ii) would enforce, in original actions, liabilities against Ritchie Bros. or
such subsidiaries or persons predicated upon such laws.

13
<PAGE> 15

RISK OF STATUS OF COMPANY AS PASSIVE FOREIGN INVESTMENT COMPANY

If Ritchie Bros. is treated as a "passive foreign investment company"
("PFIC") for U.S. federal income tax purposes, U.S. persons holding Common
Shares may be subject to increased tax liability upon the disposition of Common
Shares (including a pledge of Common Shares) or upon the receipt of certain
distributions, unless the holder makes one of two elections. The elections
generally have the effect of requiring the holder currently to include in income
either the holder's pro rata portion of Ritchie Bros.' income, whether or not
such income is distributed in the form of dividends or otherwise, or the value
of Common Shares held in excess of the holder's basis in those shares, whether
or not such excess has been realized. Ritchie Bros. will be treated as a PFIC
for any taxable year if either (a) 75% or more of its gross income consists of
"passive income" (including dividends, interest, rents, and gains from
commodities and securities transactions) or (b) 50% or more of the average value
of its assets consist of assets that produce or are held to produce "passive
income." Based on the amount of the Company's passive income, the nature of the
Company's assets and advice rendered by the Company's independent chartered
accountants, the Company is of the opinion that neither Ritchie Bros. nor any of
its subsidiaries is or will be treated as a PFIC. However, no assurance can be
given that a future determination will not be made that Ritchie Bros. should be
treated as a PFIC for this or future taxable years. See "Tax Consequences --
United States Federal Income Tax Consequences -- U.S. Taxation of U.S. Holders
of Common Shares -- Passive Foreign Investment Company."

THE REORGANIZATION

Ritchie Bros. Auctioneers Incorporated is a Canadian company incorporated
in 1997 under the Canada Business Corporations Act. As a result of the
Reorganization discussed below, Ritchie Bros. Auctioneers Incorporated holds,
directly or indirectly, a 100% interest in subsidiaries that conduct the
business operations and own all of the assets historically owned by a group of
affiliated partnerships and companies that were the predecessor entities to the
Company (the "Ritchie Bros. Group"). The 15 key employees of the Company who
were beneficial owners of those predecessor entities beneficially own Common
Shares of the Company in amounts proportionate to their interests in the
predecessor entities. All such key employees have signed employment agreements
with the Company and have agreed to certain phased restrictions on the sale of
their Common Shares over a three-year period. See "Shares Eligible for Future
Sale." The Reorganization was completed during December 1997.

The Ritchie Bros. Group has conducted auctions of industrial equipment
since 1963. During the course of its expansion over the past 35 years, the
Ritchie Bros. Group grew to encompass three operating partnerships and numerous
corporations in various jurisdictions around the world, primarily in the United
States and Canada. The purpose of the Reorganization was to transform the
Ritchie Bros. Group into a corporate form that would facilitate the future
growth and expansion of the business and provide an appropriate vehicle for
raising capital.

To effect the Reorganization, (i) the business of the existing partnerships
was transferred into corporations, (ii) the existing partnerships were
transformed into corporations, (iii) the shares of the newly incorporated
operations of the partnerships were exchanged for shares of Ritchie Bros.
Auctioneers Incorporated, and (iv) the owners of the predecessor entities became
shareholders of Ritchie Bros. Auctioneers Incorporated, which operates as a
holding company. Such transactions are collectively referred to as the
"Reorganization."

Because the majority of Ritchie Bros.' historical business operations was
carried on by partnerships, for income tax purposes, most of the income of the
Ritchie Bros. Group was included in the income of the partners, and not the
operating partnerships. The Ritchie Bros. Group did, however, include the
companies that were partners of the United States operating partnerships and
certain of the companies that were partners of the Canadian operating
partnership. Because these companies are included within the reorganized
Company, the Company's consolidated financial statements include a provision for
income taxes expensed and payable by them. As a result of the Reorganization,
the Company is subject to income taxation in all relevant jurisdictions.

In connection with the Reorganization, the Company distributed $35.0
million to the owners of the Company's predecessor entities.

14
<PAGE> 16

USE OF PROCEEDS

The net proceeds to the Company from the sale of the Common Shares in the
Offering at an assumed initial public offering price of $15.00 per share (the
mid-point of the range set forth on the cover page of this Prospectus), after
deducting estimated underwriting commissions and estimated expenses, are
estimated to be approximately $39.6 million (approximately $45.7 million if the
Underwriters' over-allotment option is exercised in full). Of the estimated net
proceeds, the Company expects to use approximately $23.0 million to partially
fund the acquisition and development of additional permanent auction sites and
the replacement or improvement of existing permanent auction sites and the
remaining balance for general corporate purposes, including working capital.

The foregoing represents the Company's best estimate of its use of the net
proceeds of the Offering based on current planning and business conditions. The
Company reserves the right to change its use of proceeds when and if market
conditions or unexpected changes in operating conditions or results occur.
Except for the expenditures identified above, the Company has not yet identified
any other specific uses for the balance of such net proceeds. Pending any
specific application, the Company expects to invest the net proceeds in
short-term, interest-bearing, investment grade obligations. See "Risk Factors --
Broad Discretion of Management Regarding Proceeds of the Offering."

DIVIDEND POLICY

Subject to financial results and declaration by the Board of Directors,
Ritchie Bros. currently anticipates declaring and paying a regular annual
dividend on its Common Shares, with the initial dividend to be declared in
respect of, and paid following, the fiscal year ending December 31, 1998. The
declaration and payment of dividends on the Common Shares will be subject to the
discretion of the Board of Directors and the retention of sufficient cash to
fund the Company's growth objectives. The timing and amount of dividends, if
any, will depend on, among other things, the Company's results of operations,
financial condition, cash requirements, restrictions in financing agreements and
other factors deemed relevant by the Board of Directors. Because Ritchie Bros.
is a holding company with no material assets other than the shares of its
subsidiaries, its ability to pay dividends on the Common Shares is dependent on
the income and cash flow of its subsidiaries. No financing agreements to which
subsidiaries of Ritchie Bros. are party currently restrict those subsidiaries
from paying dividends to Ritchie Bros.

15
<PAGE> 17

CAPITALIZATION

The following table sets forth the capitalization of the Company as of
December 31, 1997 (i) on a historical basis and (ii) as adjusted to give effect
to the sale by the Company of the Common Shares offered hereby and the receipt
by the Company of approximately $39.6 million of net proceeds therefrom at an
assumed initial public offering price of $15.00 per share (the mid-point of the
range set forth on the cover page of this Prospectus), after deducting estimated
underwriting commissions and estimated expenses. See "Use of Proceeds." The
information set forth below should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the Company's consolidated financial statements and related notes thereto and
other financial information included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1997
-----------------------
ACTUAL AS ADJUSTED
------- -----------
(DOLLAR AMOUNTS IN
THOUSANDS)
<S> <C> <C>
Current portion of long-term debt.................................... $ 730 $ 730
Long-term debt, less current portion................................. 4,623 4,623
Shareholders' equity:
Preferred Shares, without par value; unlimited number of shares
authorized; no shares issued and outstanding.................... -- --
Common Shares, without par value (actual: unlimited number of
shares authorized, 13,213,666 shares issued and outstanding; as
adjusted: unlimited number of shares authorized, 16,113,666
shares issued and outstanding)(1)............................... 10,866 50,471
Retained earnings.................................................. 16,958 16,958
Foreign currency translation adjustment............................ (2,118) (2,118)
------- ------
Total shareholders' equity......................................... 25,706 65,311
------- ------
Total capitalization.......................................... $31,059 $70,664
======= ======
</TABLE>

- ---------------

(1) Excludes (i) 1,500,000 Common Shares reserved for issuance pursuant to
awards under the Stock Option Plan, of which 196,333 Common Shares are
subject to options with an exercise price of $0.10 per share granted to
employees and (ii) up to 435,000 Common Shares that may be sold by the
Company to the Underwriters to cover over-allotments, if any. See
"Description of Share Capital" and "Management -- Stock Option Plan" and
"Underwriting."

16
<PAGE> 18

DILUTION

The net tangible book value of the Company at December 31, 1997, was
approximately $25.7 million, or $1.95 per Common Share. Net tangible book value
per share represents the amount of total tangible assets of the Company less
total liabilities, divided by the number of Common Shares outstanding at
December 31, 1997. After giving effect to the sale by the Company of the Common
Shares offered hereby at an assumed initial public offering price of $15.00 per
share (the mid-point of the range set forth on the cover page of this
Prospectus) and deducting estimated underwriting commissions and estimated
expenses, the net tangible book value of the Company at December 31, 1997 would
have been approximately $65.3 million, or $4.05 per share. This represents an
immediate increase in net tangible book value of $2.10 per share to existing
shareholders and an immediate dilution of $10.95 per share to new investors. The
following table illustrates this per share dilution:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share................... $15.00
Net tangible book value per share at December 31, 1997.......... $1.95
Increase in net tangible book value per share attributable to
new investors................................................ 2.10
------
Net tangible book value per share after the Offering.............. 4.05
------
Dilution per share to new investors............................... $10.95
======
</TABLE>

The following table summarizes, as of December 31, 1997, the differences in
the number of Common Shares purchased from the Company, the total consideration
paid and the average price per share paid by the Company's existing shareholders
and the new investors in the Offering. For purposes of the table, Common Shares
purchased by existing shareholders include (i) 12,715,667 Common Shares issued
to owners of the Company's predecessor entities in connection with the
Reorganization, and (ii) 497,999 Common Shares issued at the price of $0.10 per
share to employees prior to consummation of the Offering pursuant to the
Employee Equity Participation Program. The calculations in this table with
respect to Common Shares to be purchased by new investors in the Offering
reflect an assumed initial public offering price of $15.00 per share (the
mid-point of the range set forth on the cover page of this Prospectus) before
deducting estimated underwriting commissions and estimated expenses.

<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION
-------------------- ----------------------- AVERAGE PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
---------- ------- ------------- ------- -------------
(IN MILLIONS)
<S> <C> <C> <C> <C> <C>
Existing shareholders...................... 13,213,666 82.0% $25.7 37.1% $ 1.95
New investors.............................. 2,900,000 18.0 43.5 62.9 15.00
---------- ------ ----- ------
Total.................................... 16,113,666 100.0% $69.2 100.0%
========== ====== ===== ======
</TABLE>

The foregoing computations exclude 1,500,000 Common Shares reserved for
issuance pursuant to awards under the Stock Option Plan, of which 196,333 Common
Shares are subject to options with an exercise price of $0.10 per share granted
to employees. The exercise of such options would result in further dilution to
new investors. See "Management -- Employee Equity Participation Program," and
"-- Stock Option Plan."

17
<PAGE> 19

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

The following selected consolidated financial and other data relating to
the Company has been taken or derived from the consolidated financial statements
and other records of the Company and should be read in conjunction with the
consolidated financial statements and the related notes thereto, "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the other financial information included elsewhere in this Prospectus. The
selected financial data for the eight-month period ended December 31, 1997 and
for each of the years in the five-year period ended April 30, 1997 has been
derived from consolidated financial statements, which have been prepared in
accordance with Canadian GAAP and which have been audited by KPMG, independent
chartered accountants. The selected financial data for the eight-month period
ended December 31, 1996 has been derived from unaudited financial statements for
that period prepared on the same basis as the audited financial statements and,
in the opinion of management, include all adjustments necessary (consisting only
of normal recurring adjustments) for a fair presentation of such financial data.
The selected financial and other data for the eight-month period ended December
31, 1997 is not necessarily indicative of the results to be expected for any
other period. Pro forma income statement data has been provided to show the
effect upon the Company's income statement of corporate income tax expense for
the Company as though the Reorganization had been consummated prior to the
periods presented. The pro forma financial data, which is based upon available
information and certain assumptions that management believes are reasonable, is
provided for informational purposes only and should not be construed to be
indicative of the Company's results of operations had the Reorganization been
consummated prior to the periods presented and does not project the Company's
results of operations for any future period. Except as indicated below, the
selected consolidated financial data included herein is not materially different
under U.S. GAAP. For a discussion of the material differences between Canadian
GAAP and U.S. GAAP as they pertain to the Company, see Note 10 to the
consolidated financial statements included elsewhere in this Prospectus.

Effective December 31, 1997, the Company changed its fiscal year end from
April 30 to December 31.

18
<PAGE> 20

(footnotes on following page)

19
<PAGE> 21

(4) Historical net income per share for all periods presented has been
calculated based on the weighted average number of shares outstanding after
giving retroactive affect to the 12,715,667 Common Shares issued in
connection with the Reorganization as if they had been issued at the
beginning of the earliest period presented. Pro forma weighted average
shares outstanding is based upon the historical weighted average number of
shares outstanding, adjusted to give pro forma effect to the issuance of
2,651,800 Common Shares, being that number of shares the aggregate value of
which, when valued at $15.00 per share (the mid-point of the range of
estimated initial public offering prices set forth on the cover page of the
Prospectus), would equal the excess of the $42.2 million of drawings and
dividends over net income for the eight-month period ended December 31,
1997. Per share information is presented as if the Common Shares deemed to
be issued were issued at the beginning of the periods presented. Diluted
net income per share is not materially different from basic net income per
share when both are computed under either U.S. GAAP or Canadian GAAP.

(6) Pro forma net income per share computed under U.S. GAAP is not materially
different from pro forma net income per share computed under Canadian GAAP.

20
<PAGE> 22

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of the Company's historical results of operations
and of its liquidity and capital resources should be read in conjunction with
the selected consolidated financial data and the consolidated financial
statements of the Company and related notes thereto and the other financial
information included elsewhere in this Prospectus. Effective December 31, 1997,
the Company changed its fiscal year end from April 30 to December 31.

OVERVIEW

Ritchie Bros. has experienced consistent and substantial growth since
entering the industrial equipment auction business in 1963. During the fiscal
years ended April 30, 1993 through 1997, gross auction sales increased from
$477.1 to $792.9 million, and auction revenues increased from $45.0 million to
$72.2 million, representing compound annual growth rates in gross auction sales
and auction revenues of 13.5% and 12.5%, respectively, during the period. During
the same period, income before income taxes increased from $13.0 million to
$25.0 million, representing a compound annual growth rate of 17.8%. During the
eight-month period ended December 31, 1997, the Company had gross auction sales
of $681.4 million and auction revenues of $60.0 million, representing growth
over the corresponding period in 1996 of 29.1% and 27.2%, respectively. These
increases are attributable to the expansion of Ritchie Bros.' auction business
in North America as well as in Europe, Asia, Australia and the Middle East. The
significance of the current Asian economic situation and its impact on the
Company's future operating results is at present uncertain. Virtually all growth
in the Company has been internally generated. Growth has been financed primarily
with cash generated from ongoing operations.

Gross auction sales represent the aggregate selling prices of all items
sold at Ritchie Bros. auctions during the periods indicated. Gross auction sales
are key to understanding the financial results of the Company, since the amount
of auction revenues and, to a lesser extent, certain expenses, are dependent on
it. Auction revenues include commissions earned as agent for consignors through
both straight commission and gross guarantee contracts, plus the net profit on
the sale of equipment purchased and sold by the Company as principal. Under a
gross guarantee contract, the consignor is guaranteed a minimum amount of
proceeds on the sale of its equipment. When the Company guarantees gross
proceeds, it earns a commission on the guaranteed amount and typically
participates in a negotiated percentage of proceeds, if any, in excess of the
guaranteed amount. If auction proceeds are less than the guaranteed amount, the
Company's commission would be reduced, or, if sufficiently lower, the Company
would incur a loss. Auction revenues are reduced by the amount of any losses on
gross guarantee consignments and sales by the Company as principal. Auction
revenues also include interest income earned that is incidental to the auction
business.

The Company's gross auction sales and auction revenues are affected by the
seasonal nature of the auction business. Gross auction sales and auction
revenues tend to increase during the second and fourth calendar quarters during
which the Company generally conducts more auctions than in the first and third
calendar quarters. The Company's gross auction sales and auction revenues are
also affected on a period-to-period basis by the timing of major auctions. In
newer markets where the Company is developing operations, the number and size of
auctions and, as a result, the level of gross auction sales and auction
revenues, is likely to vary more dramatically from period-to-period than in the
Company's established markets where the number, size and frequency of the
Company's auctions are more consistent. Finally, economies of scale are achieved
as the Company's operations in a region mature from conducting intermittent
auctions, establishing a regional auction unit, and ultimately to developing a
permanent auction site.

Income taxes reported in periods shown are not indicative of tax that would
normally be incurred on reported income. The majority of Ritchie Bros.'
historical business operations was carried on by predecessor entities to the
Company that were partnerships. Consequently, most of the income of the
predecessor partnerships has been included for income tax purposes in the income
of the partner entities, many of which were not predecessor entities to the
Company. As a result of the Reorganization, the Company is subject to income
taxation in all relevant jurisdictions. Pro forma income statement data has been
provided to give effect to

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<PAGE> 23

estimated income tax expense that would have been incurred if the Company had
been subject to income taxes for all periods shown based on the tax laws in
effect during the respective periods. Such pro forma income statement data
should not be construed as indicative of future tax expense.

In connection with the Reorganization, the Company distributed $35.0
million to the owners of the Company's predecessor entities. See "The
Reorganization."

Prior to the Reorganization the Company's general and administrative
expense fluctuated significantly from period to period, primarily as a result of
the amount and timing of profit distributions paid as bonuses to certain of the
beneficial owners of the Company's predecessor entities. During this period,
certain other beneficial owners were remunerated through profit distributions
that did not result in charges against the Company's income. Management
anticipates that general and administrative expense will, after the
Reorganization, vary less between calendar quarters than in 1997 and prior
calendar years. The differences in timing, magnitude and characterization of
remuneration will affect the quarter-to-quarter comparability of general and
administrative expense as between the year ended December 31, 1997 and the year
ending December 31, 1998, with some quarters reflecting increased expenses, and
others reflecting decreased expenses. Since only nominal remuneration for the
former beneficial owners was included in general and administrative expense in
the quarter ended March 31, 1997, management anticipates that general and
administrative expense will be significantly higher in the quarter ending March
31, 1998.

Non-recurring employee equity participation expense of $10.3 million for
the eight-month period ended December 31, 1997 arises from grants to employees
of options to purchase 196,333 Common Shares with an exercise price of $0.10 per
share and from issuances to other employees of 497,999 Common Shares at a
purchase price of $0.10 per share. These Common Share issuances and option
grants were made pursuant to the Employee Equity Participation Program.
Management does not anticipate any further option grants or share issuances
under the Employee Equity Participation Program. See "Management -- Employee
Equity Participation Program."

Under U.S. GAAP, net income for the eight-month period ended December 31,
1997 also reflects a non-recurring expense of $1.4 million, representing
professional fees, other expenses and taxes incurred in connection with the
Reorganization.

Although the Company cannot accurately anticipate the future effect of
inflation, inflation historically has not had a material effect on the Company's
operations.

RESULTS OF OPERATIONS

The following table sets forth for the periods indicated the percentage of
gross auction sales represented by certain items in the Company's consolidated
statements of income.

<TABLE>
<CAPTION>
EIGHT MONTHS
ENDED DECEMBER
FISCAL YEAR ENDED APRIL 30, 31,
---------------------------- -----------------
1995 1996 1997 1996 1997
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Gross auction sales......................... 100.00% 100.00% 100.00% 100.00% 100.00%
------ ------ ------ ------ ------
Auction revenues............................ 8.09 8.68 9.10 8.94 8.81
------ ------ ------ ------ ------
Direct expenses............................. (2.05) (1.75) (1.75) (1.82) (1.91)
------ ------ ------ ------ ------
Expenses
Depreciation.............................. (0.27) (0.24) (0.26) (0.19) (0.23)
General and administrative................ (3.88) (3.57) (3.92) (3.94) (4.02)
Employee equity participation............. -- -- -- -- (1.52)
------ ------ ------ ------ ------
(4.15) (3.81) (4.18) (4.13) (5.77)
------ ------ ------ ------ ------
Other income (expense)
Interest expense.......................... (0.20) (0.15) (0.14) (0.08) (0.20)
Other income.............................. 0.11 0.16 0.12 0.14 0.08
------ ------ ------ ------ ------
(0.09) 0.01 (0.02) 0.06 (0.12)
------ ------ ------ ------ ------
Income before income taxes.................. 1.80% 3.13% 3.15% 3.05% 1.01%
====== ====== ====== ====== ======
</TABLE>

22
<PAGE> 24

EIGHT MONTHS ENDED DECEMBER 31, 1997 COMPARED TO EIGHT MONTHS ENDED DECEMBER 31,
1996

Auction Revenues. Auction revenues of $60.0 million for the eight months
ended December 31, 1997 increased by $12.8 million, or 27.2%, from the same
period in 1996 as a result of increased gross auction sales, partially offset by
lower average commission rates earned on auction contracts. Gross auction sales
of $681.4 million for the eight months ended December 31, 1997 increased by
$153.6 million, or 29.1%, from the same period in the prior year, primarily as a
result of increased gross auction sales in the United States. The balance of the
increase was attributable to sales outside the United States, including results
from the Company's first auctions in Japan and the United Arab Emirates.

Direct Expenses. Direct expenses are expenses that are incurred as a
result of an auction sale being held. Direct expenses include the costs of
hiring temporary personnel to assist in the conduct of the auction, lease
expenses for temporary auction sites, travel costs for full time employees to
attend and work at the auction site, security hired to safeguard equipment while
at the auction site, and advertising costs specifically related to the auction.
Direct expenses increased by $3.4 million for the eight-month period ended
December 31, 1997 compared to the same period in the prior year, reflecting
increased costs from increased gross auction sales. As a percentage of gross
auction sales, direct expenses increased to 1.91% for the eight-month period
ended December 31, 1997 compared to 1.82% for the same period in 1996. This
increase was a result of more auctions being conducted in the period ended
December 31, 1997 at temporary sites, where direct expenses generally constitute
a higher percentage of gross auction sales as compared to permanent sites.

Depreciation Expense. Depreciation is calculated on capital assets
employed in the Company's business, including building and site improvements,
automobiles, yard equipment, and computers. In the eight-month period ended
December 31, 1997, depreciation increased $0.5 million, reflecting increased
investment in fixed assets during the eight-month period ended December 31, 1997
compared to the same period in the prior year. Management anticipates that
depreciation expense will increase as existing auction sites are improved and
additional permanent auction sites are acquired and developed.

General and Administrative Expense. General and administrative expense
("G&A") includes employee expenses, such as salaries, wages, bonuses and
benefits, non-auction related travel, institutional advertising, insurance,
general office, and computer expenses. For the eight months ended December 31,
1997, G&A increased by $6.6 million, or 31.9%, from the same period in the prior
year, as a result of an increased level of administrative infrastructure to
support higher levels of gross auction sales, and a profit distribution of $3.0
million paid as a bonus in connection with the Reorganization to the beneficial
owners of the Company's predecessor entities. Similar profit distributions in
prior years were only partially included in G&A.

As a percentage of gross auction sales, G&A increased for the eight-month
period ended December 31, 1997 to 4.02% compared to 3.94% for the same period in
1996. Absent the profit distribution of $3.0 million paid as a bonus in
connection with the Reorganization, G&A as a percentage of gross auction sales
decreased to 3.58%. This decrease resulted from gross auction sales growing at a
faster rate than G&A. As sales staff are added and new offices opened, gross
auction sales and auction revenues in these areas tend to lag behind the related
G&A. Management anticipates that G&A will increase as the Company continues to
expand its operations.

Employee Equity Participation Expense. Non-recurring employee equity
participation expense of $10.3 million incurred in the eight-month period ended
December 31, 1997 related to the issuance of shares and options to employees of
the Company pursuant to the Employee Equity Participation Program. Management
does not anticipate further issuances of shares or grants of options pursuant to
the Employee Equity Participation Program. See "Management -- Employee Equity
Participation Program."

Income from Operations. Income from operations of $7.7 million in the
eight-month period ended December 31, 1997 decreased by $8.1 million, or 51.4%,
from $15.8 million in the same period in the prior year. The decrease is
attributable to the profit distribution of $3.0 million and the non-recurring
employee equity participation expense of $10.3 million.

Interest Expense. Interest expense includes interest and bank charges paid
on term bank debt incurred in the fiscal year ended April 30, 1993 to accelerate
the development of three auction locations in the United States and interest and
related fees paid on operating credit lines with banks. Interest expense of $1.4
million for the

23
<PAGE> 25

eight months ended December 31, 1997 increased by $1.0 million over the
corresponding period in 1996. The increase was due to additional short-term debt
incurred by the Company as a result of the $35.0 million distribution to the
owners of the Company's predecessor entities in connection with the
Reorganization, and additional short term debt incurred by the Company to
finance auctions held outside the United States. Management plans to partially
finance the acquisition of additional permanent auction sites by incurring debt,
which will result in an increase in interest expense. See "The Reorganization."

Other Income. Other income arises from equipment appraisals performed by
the Company and other miscellaneous sources. Other income decreased by $0.2
million in the eight-month period ended December 31, 1997 compared to the same
period in 1996 because fewer appraisals were performed by the Company during the
1997 period.

Income Taxes. Historical income taxes for the periods shown are not
meaningful since many of the predecessor entities to the Company were
partnerships not subject to corporate income taxation. See "-- Overview." The
pro forma income statement data included elsewhere in this Prospectus gives
effect to estimated income tax expense that would have been incurred if the
Company had been subject to income taxes for all periods shown based on the tax
laws in effect during the respective periods. For future financial periods, the
Company will be subject to income taxes in all relevant jurisdictions. See "The
Reorganization."

FISCAL YEAR ENDED APRIL 30, 1997 COMPARED TO FISCAL YEAR ENDED APRIL 30, 1996

Auction Revenues. Auction revenues of $72.2 million in fiscal 1997
increased by $6.9 million, or 10.5%, from $65.3 million in fiscal 1996, as a
result of higher gross auction sales and higher average commission rates earned
on auction contracts during fiscal 1997. Gross auction sales of $792.9 million
in fiscal 1997 increased by $40.1 million, or 5.3%, from fiscal 1996 as a result
of increased gross auction sales in the United States due to an increase in the
number of consignors during fiscal 1997. Gross auction sales outside of the
United States were relatively unchanged between fiscal 1996 and fiscal 1997.

Direct Expenses. Direct expenses increased by $0.8 million in fiscal 1997,
representing 1.75% of gross auction sales, unchanged from fiscal 1996.

Depreciation Expense. In fiscal 1997, depreciation increased by $0.2
million compared to fiscal 1996. This increase is attributable to incremental
depreciation on $1.5 million of fixed assets acquired and put in use in fiscal
1997.

General and Administrative Expense. In fiscal 1997 G&A increased by $4.3
million, or 15.8%, over fiscal 1996. G&A also increased as a percentage of gross
auction sales, from 3.57% in fiscal 1996 to 3.92% in fiscal 1997. The increase
was primarily due to the Company's opening new offices in Europe and Asia, and
expanding its sales staff in the United States and its global administrative
infrastructure. Total full time employees increased from 264 at the end of
fiscal 1996 to 300 at the end of fiscal 1997. Non-auction related travel to
expand into new regions, together with increased employee performance bonuses,
also contributed to the increase.

Interest Expense. Interest expense remained relatively constant between
fiscal 1996 and fiscal 1997.

Other Income. Other income declined in fiscal 1997 by $0.3 million to $0.9
million compared to fiscal 1996 primarily due to a non-recurring gain on sale of
redundant land in fiscal 1996 of $0.6 million.

FISCAL YEAR ENDED APRIL 30, 1996 COMPARED TO FISCAL YEAR ENDED APRIL 30, 1995

Auction Revenues. Auction revenues of $65.3 million increased by $14.0
million, or 27.2%, in fiscal 1996 compared to fiscal 1995. This increase
resulted from a particularly strong fiscal 1996, reflecting increased gross

24
<PAGE> 26

auction sales in Europe and Asia, and relatively weak results in fiscal 1995 due
to the impact of losses experienced in certain of the Company's new markets in
that year. Gross auction sales of $752.7 million in fiscal 1996 increased by
$118.7 million, or 18.7%, from fiscal 1995. This increase primarily resulted
from a substantial increase in gross auction sales in both Europe and Asia,
reflecting the highly variable nature of auction activity in the Company's newer
markets.

Direct Expenses. Direct expenses were relatively constant between fiscal
1995 and fiscal 1996. Direct expenses as a percentage of gross sales declined
from 2.05% in fiscal 1995 to 1.75% in fiscal 1996. This decline is attributable
to economies of scale being achieved from higher average gross auction sales per
auction during fiscal 1996, and from the Company's operation of more auctions
out of permanent auction sites.

General and Administrative Expense. G&A increased in fiscal 1996 by $2.2
million, or 9.0%, over fiscal 1995. The increase was due to increased
performance bonuses for staff along with expenses relating to the Company's
European expansion, generally higher staffing levels during fiscal 1996 and
inflationary wage increases. Total full time employees grew from 241 at April
30, 1995 to 264 at April 30, 1996. As a result of achieving economies of scale,
G&A as a percentage of gross auction sales declined from 3.88% in fiscal 1995 to
3.57% in fiscal 1996.

Interest Expense. Interest expense of $1.1 million in fiscal 1996 declined
by 13.3%, from fiscal 1995 due to scheduled debt amortization, resulting in a
lower average borrowing level during fiscal 1996.

Other Income. Other income increased in fiscal 1996 by $0.5 million due to
a non-recurring gain on sale of redundant land in fiscal 1996.

LIQUIDITY AND CAPITAL RESOURCES

The Company's cash can fluctuate significantly from period to period, due
to the difference in the timing of receipt of gross sale proceeds from buyers
and the payment of net amounts due to consignors. If auctions are conducted near
a fiscal period end, the Company may hold cash in respect of those auctions that
will not be paid to consignors until after the period end. Accordingly,
management believes a more meaningful measure of the Company's liquidity is
working capital. At December 31, 1997 and April 30, 1997, 1996 and 1995, working
capital was $3.3 million, $39.7 million, $33.1 million, and $21.8 million,
respectively. Consistent with the above discussion of income taxes, these
working capital balances do not include certain income tax liabilities that
would have been incurred if the Company had been subject to full corporate
income taxation in all relevant jurisdictions. Increases in working capital over
the annual periods presented resulted primarily from cash generated from
operations. The decrease in working capital between April 30, 1997 and December
31, 1997 resulted from distributions to owners of the Company's predecessor
entities in excess of net income during the period.

Net capital expenditures by the Company in the eight-month period ended
December 31, 1997 and the fiscal years ended April 30, 1997, 1996 and 1995 were
$3.2 million, $5.2 million, $1.2 million, and $5.8 million, respectively. In its
fiscal years ended April 30, 1995 and 1997, the Company acquired additional land
for use as permanent auction sites and incurred related development costs.
During the fiscal year ended April 30, 1996 and the eight-month period ended
December 31, 1997, no property was acquired. However, during such later period
the Company incurred costs relating to the development of new permanent auction
sites.

During the next three years, the Company intends to incur capital
expenditures of approximately $60.0 million for the acquisition and development
of additional permanent auction sites and the replacement or improvement of
existing permanent auction sites. Certain property sites have already been
identified for acquisition, replacement or improvement and the Company has
entered into commitments relating to some of these properties.

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<PAGE> 27

Operating credit lines available to the Company exceed $50.0 million. In
addition, the Company has credit lines of approximately $15.0 million to fund
property acquisitions. The Company utilizes its operating credit lines most
frequently during February and August, prior to the spring and fall months when
proportionately more auctions are conducted. During other times in the year, the
Company typically has not accessed its credit facilities for working capital.

The Company believes that cash generated from operations together with
available credit lines and the proceeds from the Offering will be sufficient to
meet its liquidity needs for the foreseeable future.

The Company has reviewed its computer systems in order to identify
necessary modifications for the year 2000. The Company does not anticipate that
it will incur material expenditures to complete such modifications and it does
not anticipate any significant disruptions to its operations.

EXCHANGE RATES

The Company generates revenues and incurs expenses in numerous currencies,
principally the U.S. dollar and the Canadian dollar, and to a lesser extent,
several other currencies, including the Australian dollar and the Netherland
Guilder. To the extent the U.S. dollar rises or falls in relation to any of
these currencies, the net revenues earned in these currencies will decrease or
increase, respectively, upon translation into U.S. dollars for accounting
purposes.

If the Company enters into a significant auction contract in a currency
that differs from the currency that will be received upon the sale of the
related equipment, the Company generally enters into either a forward or spot
contract to mitigate any substantial foreign exchange risk. Under these
circumstances, the cost of any foreign currency hedge is taken into account in
the pricing of any gross guarantee or outright purchase contract with the
consignor. The Company does not engage in derivative trading.

Management believes that the Company's net exposure to currency
fluctuations is not material and that currency fluctuations are unlikely to have
a material impact on the Company's financial results.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

Note 10 to the consolidated financial statements sets out differences
between Canadian GAAP and U.S. GAAP. In addition to the U.S. GAAP issues taken
into account in the preparation of Note 10, the following accounting standards
have been issued by the Financial Accounting Standards Board in the United
States and may become applicable to the Company's reported results, but have not
yet been adopted by the Company because such standards are not effective for the
periods presented.

FAS 130, "Reporting Comprehensive Income," establishes standards for
reporting and display of comprehensive income (which is all changes in the net
equity of a business due to transactions or other events not involving owners)
and its components (revenues, expenses, gains and losses). While it does not
specify a format of presentation, FAS 130 does require that all items that are
required to be recognized as components of comprehensive income be reported in a
financial statement that is displayed with the same prominence as other
financial statements. FAS 130, which does not address issues of recognition or
measurement of comprehensive income, is effective for years beginning after
December 15, 1997.

FAS 131, "Disclosures about Segments of an Enterprise and Related
Information," establishes new standards for the reporting of information about
the operating segments of a business. It also establishes standards for related
disclosures about products and services, geographic areas and major customers.
Generally, FAS 131 requires that the definition of operating segments reflect
the manner in which the enterprise's chief operating decision maker decides how
to allocate resources and assess performance. FAS 131 is effective for years
beginning after December 15, 1997.

Management of the Company does not believe that the adoption of these new
accounting standards will materially affect its historical results of operations
as set out in the financial statements included elsewhere in this Prospectus.

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<PAGE> 28

BUSINESS

GENERAL

Ritchie Bros. is the world's leading auctioneer of industrial equipment,
operating through 50 locations in 13 countries in North America, Europe, Asia
and Australia. The Company sells, through public auctions, a broad range of used
industrial equipment, including equipment used in the construction,
transportation, mining, forestry, petroleum and agricultural industries. Ritchie
Bros. conducts its auctions on an unreserved basis, with each and every item
being sold to the highest bidder on the day of the auction and no minimum prices
or bidding permitted on behalf of consignors. Ritchie Bros. attracts a broad
international base of customers to its auctions through its worldwide marketing
efforts and reputation for conducting auctions through a fair selling process.
Many of the Company's customers are both consignors and buyers. Management
believes that the Company's reputation and leading market position, as well as
the breadth and international composition of the customers at Ritchie Bros.'
auctions, result in a greater volume of consigned equipment and higher gross
auction sales than in other auction venues.

Ritchie Bros.' strategic objective is to continue its profitable growth by
increasing income from operations in the Company's existing markets and by
expanding into new geographic markets. The Company is also assessing possible
opportunities to expand its presence in market segments that the Company has not
historically emphasized, such as the agricultural and certain transportation
segments of the industrial equipment auction market.

INDUSTRY

The purchase and sale of used industrial equipment in the international
marketplace is transacted through auctioneers, dealers, and brokers and directly
between end-users. This market includes both mobile and stationary equipment and
trucks and trailers produced by manufacturers such as Caterpillar, Case, John
Deere, Komatsu, Hitachi, Ingersoll Rand, Kenworth and Mack for the construction,
mining, forestry, petroleum, agriculture and transportation industries, among
others. Examples of industrial equipment include crawler tractors, excavators,
loader backhoes and wheel loaders. Much of the equipment can be used in multiple
industries and in diverse geographic locations.

Growing Market for Used Industrial Equipment. The international used
industrial equipment market has experienced substantial growth in recent years
as a result of the following factors:

- An increasing, cumulative supply of used equipment, as a result of the
substantial ongoing production of new industrial equipment by the major
manufacturers.

- Increasing turnover rates among first-time owners and sales of idle or
underutilized equipment, resulting from the increase in the size of
rental fleets as well as the global trends toward outsourcing and
reducing investment in capital assets.

- Increasing demand for used industrial equipment caused by increased
infrastructure expenditures in emerging markets and worldwide economic
growth.

- Increasing willingness of equipment users to purchase high quality used
equipment instead of purchasing new equipment at a higher initial cost.

27
<PAGE> 29

Growth of Industrial Equipment Auction Market. The industrial equipment
auction market has grown rapidly during the past several years, and management
believes that auctions represent an increasingly important industrial equipment
distribution channel for the following reasons:

- The increasing preference of sellers to utilize the auction marketplace
in order to achieve a sale quickly and to maximize proceeds.

- The attractiveness and convenience of the auction marketplace to buyers,
who often need to purchase many different types of equipment and may not
want to be restricted to a single manufacturer, as is the case for many
dealers.

Attractiveness of Industrial Equipment Auction Market. The industrial
equipment auction market is attractive for the following reasons:

- The industrial equipment auction business is relatively insulated from
cyclical economic trends. In many cases, economic fluctuations or
downturns can lead to increased levels of used equipment for consignment,
and in greater demand for used, rather than new, equipment. For example,
Ritchie Bros. auction sales increased during the economic recessions of
the 1980's and 1990's.

- Industrial equipment auctioneers typically are not restricted to selling
lines of equipment provided by a particular manufacturer or manufactured
for a particular industry, or to holding auctions in particular
geographic regions. As a result, auction companies can respond quickly to
changing market forces and address a variety of customer demands.

- The industrial equipment auction business is not capital intensive and
auction companies do not have risks associated with holding inventory
over extended periods.

- The industrial equipment auction industry is generally fragmented;
Ritchie Bros. is the only participant that conducts auctions on a global
scale. In calendar 1997, of the 42 companies that are followed by an
industry source reporting auction results for the construction equipment
segment of the industrial equipment auction industry, reported gross
auction sales for Ritchie Bros. exceeded those of the other 41 reported
companies combined and exceeded three times the gross auction sales of
the next largest auctioneer. Although the Company is not relying on such
industry source as an expert, the Company believes that the information
provided is reliable.

KEY STRENGTHS

Ritchie Bros. has several key operating strengths that provide distinct
competitive advantages which have enabled the Company to achieve significant and
profitable growth. These competitive advantages include: a reputation for
conducting fair auctions; high quality services for both consignors and bidders;
international scope and the ability to attract both consignors and bidders from
around the world; proprietary database and software infrastructure that can
support substantial expansion in the Company's operations; size and financial
strength that permit Ritchie Bros. to dominate its existing markets and to move
effectively into new markets; and a dedicated and experienced workforce.

Reputation for Conducting Fair Auctions. Management believes that the
Company's highly publicized commitment to fair dealing and the unreserved
auction process has been a key contributor to the Company's past growth and
success. All Ritchie Bros. auctions are unreserved, meaning that there are no
minimum prices; each and every item is sold to the highest bidder on the day of
the auction. By contract, each consignor is prohibited from bidding on its own
consigned items at the auction, or in any way artificially affecting the auction
result. In addition, the Company adheres to a policy prohibiting it from
artificially affecting the auction result by bidding on any items being
auctioned. Each bidder has confidence that if he or she makes the highest bid
for an item, even if that bid is less than the item's anticipated sale price,
the item will be sold to that bidder. Auction practices employed by industrial
equipment auctioneers vary widely. Ritchie Bros. does not employ practices such
as reserved prices (a minimum sale price which may be stated or unstated),
buy-backs (where the consignor or its agent is permitted to bid on and buy back
its own equipment), or requiring buyers to pay premiums, commissions or other
fees on their auction purchases.

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<PAGE> 30

Management believes that Ritchie Bros.' reputation for conducting fair
auctions is a major competitive advantage. Ritchie Bros.' auctions generally
draw a larger number of bidders than other industrial equipment auctions. The
larger bidder audience at a Ritchie Bros. auction attracts potential consignors
who reason that a large number of bidders competing for the same items is the
best way to maximize the selling price of their equipment. Greater volume and
selection of consigned equipment at an auction, in turn, attracts more bidders
to the auction, in a process that is self reinforcing.

In addition to its appraisal services, Ritchie Bros. offers repair and
refurbishment services to consignors, and provides advice on how to present the
equipment in order to maximize the consignor's proceeds. On behalf of the
consignors, the Company contracts with selected painters and other trade service
providers at each of its auction sites and often provides facilities for on-site
cleaning and refurbishment of equipment.

Ritchie Bros. advertises its auctions to a broad, international base of
potential buyers. Each Ritchie Bros. auction is promoted through an intensive
marketing campaign that is targeted, through Ritchie Bros.' comprehensive
database of over 250,000 customers, to the type and location of bidder most
likely to be interested in the equipment to be sold at that auction.

Following the auction, Ritchie Bros. collects the purchase price and
disburses to the consignor the net proceeds accompanied by a standardized
settlement statement showing the sale prices, Ritchie Bros.' commission and any
amounts deducted for refurbishment or other services authorized by the
consignor.

Ritchie Bros.' management, sales and operating personnel have substantial
expertise in marketing, assembling and conducting auctions in new international
markets. The Company conducted its first auction outside the United States and
Canada in Europe in 1987. The Company has experience in currency exchange risk
management, import and export regulatory issues, local political and economic
issues, licensing and other regulatory requirements, and cultural and business
traditions in the international markets in which it operates. The success of the
Company's auctions in countries such as Australia, Germany, Hong Kong, Japan,
Mexico, The Netherlands, The Philippines and the United Arab Emirates
demonstrate the Company's ability to adapt its operations to, and successfully
compete in, new international markets.

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<PAGE> 31

Ritchie Bros. has also developed proprietary software which is deployed at
the auction sites as a stand-alone system run on personal computers. This system
provides the basis for control of auction information about bidders and
consignors which is disseminated automatically through the Company's management
information system to the relevant marketing, management and title search
departments within the Company. Laptop computers provide the Company's territory
managers with instant access to customer information, auction results,
appraisals and intra-company e-mail. The Company's internet web site is updated
daily with descriptions of equipment featured at upcoming auctions.

The Company generated income before income taxes of $25.0 million in its
fiscal year ended April 30, 1997. Management believes that cash generated from
operations, together with the net proceeds of the Offering and available debt
capacity, will provide the Company with financial resources that exceed those of
other industrial equipment auction companies. These resources will enable the
Company to continue to expand into profitable new markets, build additional
permanent sites and offer its customers services and financial options not
offered by auction companies with fewer financial resources.

GROWTH STRATEGY

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<PAGE> 32

The Company benefits from the logistical efficiencies that permanent sites
offer in marketing, setting up, and conducting each auction, as compared to
temporary sites where the Company's marketing and operations staff are charged
with a host of tasks required to organize each auction. At permanent sites, the
Company's personnel can focus on attracting consignors and bidders to the
auction, which the Company believes contributes to higher gross auction sales at
those sites than at temporary sites.

In its existing markets, the Company has the personnel and systems to
increase auction revenues without a corresponding increase in expenses. The
Company intends to add sales personnel in regions where it has existing
permanent sites to maximize the business volume potential of each site. The most
recently developed permanent sites provide equipment storage space, as well as
customer meeting, parking and support service facilities, that will support
larger auctions than those currently being conducted in these regions. The
Company's database, information and communications systems have the capacity to
address an expanded level of same-site business. Technological capabilities
being considered by the Company, such as specialized video-conferencing
capabilities tailored to the auction process, are expected to further increase
revenues in the future. As an example of this, during December 1997, the Company
used teleconferencing and video technology to hold a "video-link" auction
connecting bidders located in Minnesota, Missouri and Wisconsin on a real-time
basis.

Expand into New Geographic Markets. The Company intends to continue to
geographically expand its operations by (i) establishing additional auction
operations in markets where it has had a strong long-term presence, such as
parts of the United States, (ii) increasing its presence in newer markets where
it has begun to develop significant business, such as Europe, Asia, Australia
and the Middle East and (iii) entering new markets such as South America.
Management believes that the Company's experience and demonstrated success in
developing new geographic markets, its established international base of
customers and its reputation as the world's preeminent industrial equipment
auctioneer will provide significant advantages to the Company in its efforts to
expand into new geographic markets.

Ritchie Bros.' entry into a new market usually follows an established
sequence. First, bidders from the prospective market attend a Ritchie Bros.
auction in a nearby location. Once the Company determines that it has developed
sufficient interest from a prospective new area and that a significant
consignment from the region can be obtained, an off-site auction will be held in
that area. The auction will be managed by personnel from the nearest permanent
site or regional auction unit, with support from other regions as necessary. A
territory manager will be assigned to the new market for the purpose of sourcing
consignments for the nearest regular auction site or auctions in the new area.
After sufficient auction activity has taken place in a new market through
off-site sales or significant amounts of equipment are being consigned out of
that market, Ritchie Bros. will establish a regional auction unit consisting of
sales personnel and support staff. The regional auction unit will typically hold
auctions on temporary leased sites -- sometimes repeatedly at one or two sites
and sometimes at different sites. Once the Company establishes that it can hold
at least three significant auctions per year in a region, management assesses
the advantages of acquiring land and creating a permanent auction site for the
region. Regional auction units and the personnel at permanent sites also conduct
off-site auctions in their regions when justified by the nature, quantity and
location of the equipment.

OPERATIONS

Ritchie Bros. auctions are conducted by employees based at the Company's 13
permanent auction sites in North America and by eight regional auction units
based in North America, Europe, Asia and Australia. The auctions are held at
permanent sites, leased sites, and on consignor owned land ("off-site"
auctions), depending on the nature, amount and location of the equipment to be
auctioned.

Ritchie Bros. has developed a specialized auction site design as a model
for its permanent sites. Prototype sites were completed in 1994 in Olympia,
Washington and Fort Worth, Texas. These sites include custom

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<PAGE> 33

designed buildings. The main building is approximately 25,000 square feet
including offices, covered theatre style seating for approximately 900 people,
an auction display area, space for bidder registration, catering, restrooms,
on-site third party financing and meeting areas for representatives from
trucking companies, freight forwarders and customs brokers. The main building is
designed to accommodate the future addition of satellite transmission equipment
so that live two-way feeds of remote auctions can be offered as appropriate
technology becomes available.

The Company solicits equipment consignments of any magnitude, ranging from
a single piece of equipment consigned by a local owner-operator to a large
equipment fleet offered by a multi-national consortium upon the completion of a
major construction project. While the majority of the Company's gross auction
sales come from items that sell for less than $100,000, the Company also sells
more valuable items of up to and exceeding $500,000.

The appraisal process is an important step in attracting equipment for an
auction. Most appraisals commence with Ritchie Bros. personnel visiting the
location of the prospective consignor's equipment, where each item to be
appraised is described in a standard format prescribed by the Company. The
equipment description includes information such as year of manufacture,
manufacturer, model, serial number, attachments and condition, including
references to refurbishing required to make each item ready for sale.
Photographs are taken of as many of the items as possible. The field appraisal
is then entered into the Company's central computer whereupon Ritchie Bros.
appraisers assign values to each item of equipment. Upon completion of this
initial process, the appraisal and management team consults to arrive at a
valuation which will form the basis of a tailor-made proposal for the
prospective consignor.

Ritchie Bros. generally functions as an agent, accepting property on
consignment from its selling clients (consignors), but may also purchase and
resell equipment as principal. In the case of consignments, the Company sells
property as agent of the consignor, bills the buyer for the equipment purchased,
receives payment from the buyer, and remits to the consignor the consignor's
portion of the buyer's payment after deducting the Company's commission,
expenses, and applicable taxes. The Company offers auction services to
consignors through straight commission, gross guarantee, or outright purchase.
These approaches are described below:

Straight Commission. Under a straight commission consignment, Ritchie
Bros. earns a commission based on the auction sale price of the equipment.
The commission rate is negotiated on a consignor-by-consignor basis. In the
fiscal year ended April 30, 1997, straight commission consignments
represented 68% of the Company's gross auction sales.

Gross Guarantee. Under this type of consignment, Ritchie Bros.
guarantees the consignor a minimum level of gross sale proceeds, regardless
of the actual results of the auction. When the Company guarantees gross
proceeds, it earns a commission on the guaranteed amount and typically
participates in a negotiated percentage of any proceeds in excess of the
guaranteed amount. If auction proceeds are less than the guaranteed amount,
the Company's commission would be reduced or, if sufficiently lower, the
Company would incur a loss.

Outright Purchase. Under the outright purchase method, Ritchie Bros.
purchases the equipment from the consignor and then auctions the equipment
as principal.

Ritchie Bros.' commission structure (and, in the case of outright purchases,
pricing) reflects the degree of risk assumed by the Company with respect to the
equipment being sold. Lower commissions are generally charged for straight
commission sales than for gross guarantee sales. In the case of outright
purchases, pricing is based upon the risk of ownership that is assumed by the
Company.

Ritchie Bros. has developed a standardized auction procedure that is used
in all its locations throughout the world. Most Ritchie Bros. auctions begin
with the sale of small items at the commencement of the auction, followed by
larger items rolling across a display ramp in front of a covered gallery. The
small items are offered at

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the beginning of the auction to provide time for new participants to become
familiar and comfortable with the process. The ramp portion of the auction
commences with light vehicles and then proceeds with heavier self-propelled
equipment, including trucks, skid steer loaders, loader backhoes, forklifts,
wheel loaders, motor graders, crawler tractors, compactors and rollers.
Following the auction of these self-propelled items, the auctioneer deploys a
mobile sound truck to sell stationary items such as excavators and cranes and
smaller items such as compressors, welders and miscellaneous industrial
equipment and material. Items are auctioned at an average rate of 80 to 100
items per hour and are sold on an "as-is, where-is" basis.

CUSTOMERS

The Company considers both consignors and bidders to be its customers.

Consignors. Ritchie Bros. solicits equipment consignments of all sizes.
Consignors range from owner-operators selling a single piece of equipment, small
dealers with several pieces of excess equipment, national equipment rental
companies with large recurring fleet disposition needs, to large multi-national
construction consortiums selling an equipment fleet and excess material upon
completion of a project. In its fiscal year ended April 30, 1997, Ritchie Bros.
auctioned equipment for more than 12,000 consignors, ranging from small
contractors and equipment operators to Fortune 100 companies and government
agencies. During this period, no one consignor accounted for more than 5% of
gross auction sales or auction revenues and the top 10 consignors represented
less than 15% of gross auction sales. In recent years, Ritchie Bros. has
successfully handled consignments for some of the world's leading equipment
manufacturers and distributors, and rental, finance, construction and resource
companies.

Bidders. In its fiscal year ended April 30, 1997, Ritchie Bros. registered
over 98,000 bidders, ranging from small contractors and owner-operators to
Fortune 100 companies and government agencies. Of these bidders, 31% purchased
one or more items. During this period, no one buyer accounted for more than 1%
of gross auction sales, and the top 10 represented less than 5% of gross auction
sales.

The Company expands its customer base of equipment buyers by providing a
variety of value-added programs and services. For example, in 1994, Ritchie
Bros. initiated its Express Bidder program, which includes Platinum, Gold and
Orange Express Bidder cards, with the first two categories being restricted to
high-volume customers. Possession of a Ritchie Bros. Express Bidder card
provides bidders with express check-in procedures and streamlined paperwork
processing services.

The Company believes that it has established a broad international base of
equipment buyers by providing a broad selection of equipment, cost efficient
operations, an internationally consistent and fair auction process, pre-auction
access to all equipment, on-site third party financing, shipping and customs
clearance services, a guarantee of free and clear title to all equipment, and an
efficient registration and settlement system.

MARKETING AND SALES

Ritchie Bros.' marketing and sales efforts are led by the Company's sales
force of over 100 territory managers who are deployed by geographic region
around the world. Each territory manager is primarily responsible for the
development of customer relationships and solicitation of consignments in the
manager's region. Each territory manager is also involved in the appraisal and
proposal presentation process. To encourage global teamwork and superior
customer service, none of the Company's employees is paid a commission.
Territory managers, and all other Ritchie Bros. employees, are compensated by a
combination of base salary and performance bonus.

In support of Ritchie Bros. territory managers, the Company maintains a
dual marketing strategy, promoting both Ritchie Bros. and the auction industry
in general in what the Company refers to as 'institutional' advertising, and
marketing in respect of specific auctions. The dual strategy is designed to
attract both consignors and bidders. The institutional advertising includes the
use of trade journals and magazines and attendance at numerous trade shows held
around the world, such as Conexpo in Las Vegas, Intermat in Paris and Bauma in
Munich. The Company also participates in international, national and local trade
associations. The auction advertising consists of the production and mailing of
full color pictorial auction brochures to a

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<PAGE> 35

strategic selection from the Company's proprietary database of over 250,000
customers. Trade journal, newspaper, radio and television advertising augments
the effort. The Company also maintains a web site on the internet at
www.rbauction.com, which is updated daily by the addition of major items
consigned that day to upcoming auctions and which permits customers to access
auction listing catalogues and other marketing materials.

In addition to regional marketing through its territory managers, the
Company markets through its national accounts team to large national customers,
typically consisting of major equipment owners (such as rental companies) or
manufacturers who have recurring, large scale equipment disposition requirements
in various regions and countries and can benefit from Ritchie Bros.'
international network of auction sites.

Building strong name recognition throughout its target markets is an
important part of the Company's marketing program. Accordingly, the Company has
implemented programs to continually enhance recognition of the Ritchie Bros.
corporate name and logo through consistent design elements in its advertising,
signage, facilities, and employee uniforms.

COMPETITION

The international used equipment market and the industrial equipment
auction market are highly fragmented. The Company competes for potential
purchasers of industrial equipment with other auction companies and with
indirect competitors, such as equipment manufacturers, distributors and dealers
that sell new or used equipment, and equipment rental companies. The Company
also competes for potential consignors with other auction companies and with
indirect competitors, such as used equipment dealers. The Company believes that
the principal competitive factors in the industrial equipment auction market are
reputation, customer service, commission pricing and structure, and the ability
to attract the bidders necessary to generate the best possible prices. Some of
the Company's indirect competitors have significantly greater financial and
marketing resources and name recognition than the Company. See "Risk Factors --
Risks of Competition."

Based upon an industry source that reports results for 42 of the largest
companies in the construction segment of the industrial equipment auction
market, in calendar 1997 the Company's reported gross auction sales in that
segment exceeded the combined gross auction sales of the other 41 reported
companies and exceeded three times the gross auction sales of the next largest
auctioneer.

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FACILITIES

The Company's headquarters is located in Vancouver, Canada, on property
owned by the Company. Although the Company leases some temporary auction sites,
the Company prefers to purchase permanent auction sites once it has determined
that a region can generate sufficient auction revenues. The Company attempts to
locate permanent sites in industrial areas close to major cities. Permanent
sites generally range in size from 20 to 40 acres. The current permanent auction
sites, each of which is owned by the Company, are listed below.

<TABLE>
<CAPTION>
LOCATION YEAR PLACED IN SERVICE SIZE (ACRES)
-------------------------------------- ---------------------- ------------
<S> <C> <C>
UNITED STATES
Phoenix, Arizona.................... 1987 9
Denver, Colorado.................... 1985 39
Tampa, Florida...................... 1995 48
Atlanta, Georgia.................... 1996 40
Minneapolis, Minnesota.............. 1991 29
Fort Worth, Texas................... 1994 60
Houston, Texas...................... 1993 25
Olympia, Washington................. 1994 26
CANADA
Edmonton, Alberta................... 1976 25
Prince George, British Columbia..... 1980 32
Vancouver, British Columbia......... 1979 8
Halifax, Nova Scotia................ 1997 26
Toronto, Ontario.................... 1988 17
</TABLE>

In addition, the Company currently has eight regional auction units based
in Baltimore; Chicago; Riverside; Montreal; Subic Bay, Philippines; Rotterdam,
The Netherlands; Toluca, Mexico; and Brisbane, Australia. These regional auction
units conduct recurring auctions, typically on premises that are leased on a
short-term basis. The Company has offices in an additional 29 locations
worldwide.

EMPLOYEES

At December 31, 1997, the Company had 313 full-time employees. The Company
also employs approximately 300 employees on a recurring temporary basis in
connection with its auctions. The Company expects to increase its customer
service and auction yard employees as it expands its operations. The Company is
not subject to any collective bargaining agreements and believes that its
relationships with its employees are good.

GOVERNMENTAL AND ENVIRONMENTAL REGULATIONS

In the countries in which it operates, the Company is subject to a variety
of federal, provincial, state and local laws, rules and regulations relating to,
among other things, the auction business, imports and exports of equipment,
worker safety and the use, storage, discharge and disposal of environmentally
sensitive materials. In addition, the Company is subject to various local zoning
requirements with regard to the location of its auction sites, which vary from
location to location.

Under certain of the laws regulating the use, storage, discharge and
disposal of environmentally sensitive materials, an owner or lessee of real
estate may be liable for the costs of removal or remediation of certain
hazardous or toxic substances located on or in, or emanating from, such
property, as well as related costs of investigation and property damage. Such
laws often impose liability without regard to whether the owner or lessee knew
of, or was responsible for, the presence of such hazardous or toxic substances.
In connection with its site acquisitions, the Company obtains Phase I
environmental assessment reports prepared by independent environmental
consultants. A Phase I assessment consists of a site visit, historical record
review, interviews and reports, with the purpose of identifying potential
environmental conditions associated with the subject property.

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<PAGE> 37

There can be no assurance, however, that acquired or leased sites have been
operated in compliance with environmental laws and regulations or that future
uses or conditions will not result in the imposition of environmental liability
upon the Company or expose the Company to third-party actions such as tort
suits.

The Company has received from the Department of Ecology of the State of
Washington (the "DOE") a Notice of Correction with respect to the Company's
management of wastewater and hazardous waste at its Olympia, Washington auction
site. The Company and the DOE have agreed upon a schedule of compliance for the
site, which includes, among other things, the design and installation of a waste
water recycling system and improved procedures for handling and containing solid
and hazardous wastes. The Company intends to use the resulting upgraded design
of the Olympia site, which will exceed applicable regulatory requirements, as a
model for its other permanent auction sites.

The Company believes that it is in compliance in all material respects with
all laws, rules, regulations and requirements that affect its business, other
than as discussed above with respect to the Olympia, Washington site, and that
compliance with such laws, rules, regulations and requirements do not impose a
material impediment on the Company's ability to conduct its business.

LEGAL PROCEEDINGS

From time to time the Company has been, and expects to continue to be,
subject to legal proceedings and claims in the ordinary course of its business.
Such claims, even if lacking merit, could result in the expenditure of
significant financial and managerial resources. The Company is not aware of any
legal proceedings or claims that it believes will have, individually or in the
aggregate, a material adverse effect on the Company or on its financial
condition or results of operations.

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MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

Information with respect to the Company's directors and executive officers
(the "Executive Officers") is set forth below.

<TABLE>
<CAPTION>
NAME AGE POSITION(S)
- -------------------- --- --------------------------------------------
<S> <C> <C>
David E. Ritchie.... 62 Chairman of the Board and Chief Executive
Officer
C. Russell Cmolik... 51 Director, President and Chief Operating
Officer
Peter J. Blake...... 36 Director, Vice President, Finance and
Chief Financial Officer
John T. Wild........ 61 Vice President, Administration and Secretary
</TABLE>

David E. Ritchie, a co-founder of the Company, has led the Company since
1974. He currently serves as its Chairman and Chief Executive Officer, positions
established by the Company in connection with the Reorganization.

C. Russell Cmolik joined the Company in 1973 as its Controller from a
predecessor firm of KPMG, where he was a Chartered Accountant. Mr. Cmolik has
acted as the Company's Chief Financial Officer and was appointed President and
General Manager in 1991 and to the recently established position of Chief
Operating Officer in July 1997. He has served as a Director of the Company since
1975.

Peter J. Blake was hired as the Company's Controller in 1991, following his
tenure as a Chartered Accountant with Price Waterhouse and predecessor firms of
KPMG. Mr. Blake was appointed Vice President, Finance in 1994. In July 1997, he
was appointed Chief Financial Officer and elected as a Director of the Company.

John T. Wild joined the Company in 1981 as a Regional Business Manager
following a 22-year career with a major industrial finance and leasing firm. Mr.
Wild was appointed Regional Manager of the Company's Prairie Region in 1991 and
Vice President, Administration in 1996. In July 1997, he was appointed Secretary
of the Company.

BOARD OF DIRECTORS

The Company's Articles of Amalgamation provide for a Board of Directors
consisting of between three and ten directors. Three directors currently serve
on the Board, all of whom are officers or employees of the Company. Following
the Offering, the Company intends to appoint at least two directors who are
neither officers nor employees of the Company or its affiliates ("independent
directors").

Upon the appointment of the independent directors, the Board of Directors
will establish an Audit Committee and a Compensation Committee. The Audit
Committee, a majority of which will be composed of independent directors, will
be responsible for recommending to the Board of Directors the engagement of the
independent auditors of the Company and for reviewing with the independent
auditors the scope and results of the audits, the internal accounting controls
of the Company, audit practices and the professional services furnished by the
independent auditors. The Compensation Committee, which will include at least
one independent director, will be responsible for reviewing and approving all
compensation arrangements for officers of the Company.

The Canada Business Corporations Act provides that a company may indemnify
its directors and officers as to certain liabilities. The Company's By-laws
provide for the indemnification of its directors and officers to the fullest
extent permitted by law, and the Company intends to enter into separate
indemnification agreements with each of its directors and officers to effectuate
these provisions and to purchase directors' and officers' liability insurance.
The effect of such provisions is to indemnify, to the fullest extent permitted
by law, the directors and officers of the Company against all costs, expenses
and liabilities incurred by them in connection with any action, suit or
proceeding in which they are involved by reason of their affiliation with the
Company.

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<PAGE> 39

COMPENSATION OF DIRECTORS

Directors who are not independent directors will receive no compensation
for serving on the Board of Directors. It is expected that independent directors
will receive an annual retainer fee for their services, attendance fees for
board or committee meetings attended by them and equity compensation in the form
of Common Shares or stock options. All directors will be reimbursed for expenses
incurred in connection with attendance at board and committee meetings.

EXECUTIVE COMPENSATION

Of the four Executive Officers listed above, only Peter Blake was paid a
salary and bonus during the fiscal year ended April 30, 1997. The other
Executive Officers received distributions based on their interests in the
predecessor entities to the Company. Now that the Reorganization has been
completed, the Executive Officers are each paid an annual salary and participate
with other officers and employees of the Company in the Company's performance
bonus program, which considers both Company and individual performance for a
given year. During the eight months ended December 31, 1997, Peter Blake was
paid a salary and bonus for the full eight-months and the other executive
officers were paid a salary and bonus for approximately four of the eight
months. Normalized salary and bonus compensation to the Executive Officers for
the fiscal year ended April 30, 1997 and the eight-month period ended December
31, 1997 would have been approximately $1.3 million and $1.2 million,
respectively, if the Reorganization had been effected prior to May 1, 1996.

EMPLOYMENT AGREEMENTS

The Company has entered into individual employment agreements (the
"Executive Employment Agreements") with each of the Executive Officers. The
Executive Employment Agreements may be terminated by the Company at any time,
generally upon notice. The Executive Employment Agreements provide for an annual
base salary which may be increased by agreement between the Executive Officer
and the Company. The Executive Employment Agreements also provide for annual
bonuses to be determined in accordance with the Company's performance bonus
program. If any of the Executive Officers is terminated without just cause, the
Executive Employment Agreements provide for severance payments in an amount of
up to eight weeks of the Executive Officer's then current annual salary. The
Executive Employment Agreements also include certain noncompetition,
nonsolicitation and confidentiality provisions.

STOCK OPTION PLAN

The Stock Option Plan was adopted by the Company's Board of Directors and
the Company's shareholders in July 1997. The Stock Option Plan provides for the
award of stock options to selected employees, directors and officers of the
Company and to other persons approved by the Board of Directors or its
Compensation Committee. Of the 1,500,000 shares that are authorized to be issued
under the Stock Option Plan, options to purchase 196,333 shares with an exercise
price of $0.10 per share have been granted to employees pursuant to the
Company's Employee Equity Participation Program described below, and the
remaining 1,303,667 shares are reserved for issuance pursuant to future option
grants. Unless extended or determined otherwise by the Stock Option Plan
administrator, the outstanding options will remain exercisable until the
earliest of: (i) July 30, 2004, (ii) 60 days from the date on which the optionee
ceases to be employed by, or provide services to, the Company, or (iii) if the
optionee's employment or eligibility ceases by reason of his or her death or if
the optionee dies prior to the expiration of the 60-day period described in
clause (ii) above, 180 days from the date of death. The Company anticipates that
the exercise price of options granted under the Stock Option Plan after
consummation of the Offering will be equal to the fair market value of the
underlying Common Shares on the grant date. The Stock Option Plan is currently
administered by the Board of Directors, which has the authority, subject to the
terms of the Stock Option Plan, to determine the persons to whom options may be
granted, the exercise price and number of shares subject to each option, the
character of the grant, the time or times at which all or a portion of each
option may be exercised and certain other provisions.

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<PAGE> 40

EMPLOYEE EQUITY PARTICIPATION PROGRAM

As part of the Reorganization, the 15 beneficial owners of the Company's
predecessor entities received Common Shares in respect of their interests in
such predecessor entities. Substantially all the full-time employees of the
Company who were not beneficial owners of such predecessor entities have been
granted an equity interest in the Company (the "Employee Equity Participation
Program") by means of issuances of 497,999 Common Shares at a price of $0.10 per
share and grants of options under the Company's Stock Option Plan to purchase
196,333 Common Shares with an exercise price of $0.10 per share. See "-- Stock
Option Plan." Management does not anticipate any further share issuances or
option grants under the Employee Equity Participation Program.

Certain of the Common Shares issued under the Employee Equity Participation
Program and certain of the Common Shares issuable upon exercise of the options
granted under the Employee Equity Participation Program are subject to purchase
rights granted to a special purpose company which are exercisable at a price of
$0.10 per share, if the employment of the holder of such shares or options with
the Company is terminated for reasons other than death or retirement. The amount
of shares subject to such rights will be reduced by 20% on each of the first
five anniversaries of the consummation of the Offering.

CERTAIN TRANSACTIONS

For each of the 12-month periods ending April 30, 1995, 1996, 1997 and
1998, the Company has entered into agreements with D.E.R. Resorts Ltd.
("Resorts"), a corporation controlled by David E. Ritchie, a co-founder and the
Chairman and Chief Executive Officer of the Company, pursuant to which Resorts
agreed to provide meeting rooms, accommodations, meals and recreational
activities at its facilities on Stuart Island in British Columbia, Canada, for
certain customers of the Company. The agreements set forth the maximum number of
excursions to be provided during a given year and the fees and costs per
excursion. The Company paid to Resorts $308,000, $315,000 and $312,000 under the
agreements in its fiscal years ended April 30, 1995, 1996 and 1997,
respectively. During the eight months ended December 31, 1997, a period which
includes the only months of the calendar year during which the Company makes use
of Resorts' facilities, the Company paid Resorts $366,000. Management believes
that the terms of these agreements are at least as favorable to the Company as
could have been obtained from a third party. The Company and Resorts intend to
enter into similar agreements in the future.

Historically, certain affiliates of the predecessor entities to the Company
made, directly or indirectly, various loans to such predecessor entities. The
loans generally were non-interest bearing until after demand. All such loans
were repaid prior to December 31, 1997 in connection with the Reorganization.
See Note 3 to the Company's consolidated financial statements included elsewhere
in this Prospectus and "The Reorganization."

The Company has adopted a policy requiring that future transactions between
the Company and its officers, directors and principal shareholders and their
affiliates be approved by a majority of the disinterested members of the Board
of Directors. Under circumstances where the Company has only two disinterested
directors, the approval of both such directors will be required.

39
<PAGE> 41

PRINCIPAL SHAREHOLDERS

The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Shares as of January 31, 1998, as
adjusted to give effect to the sale of the Common Shares offered hereby by (1)
each person who is known by the Company to own beneficially 10% or more of the
Company's Common Shares and (2) all directors and Executive Officers as a group.

<TABLE>
<CAPTION>
PERCENT BENEFICIALLY
OWNED(1)
SHARES ---------------------
10% BENEFICIAL OWNERS, DIRECTORS BENEFICIALLY PRIOR TO AFTER
AND EXECUTIVE OFFICERS OWNED OFFERING OFFERING
- ------------------------------------------------------------- ------------ -------- --------
<S> <C> <C> <C>
David E. Ritchie............................................. 4,938,123 37.4% 30.6%
1806 5th Street
Nisku, Alberta
Canada T9E 7V5
C. Russell Cmolik............................................ 2,098,702 15.9 13.0
9200 Bridgeport Road
Richmond, British Columbia
Canada V6X 1S1
All Directors and Executive Officers as a group.............. 7,390,398 55.9 45.9
(four persons)(2)
</TABLE>

- ---------------

(1) All amounts assume no exercise of the Underwriters' over-allotment option.

(2) A portion of the Common Shares owned by the Executive Officers is subject to
certain purchase rights and contractual restrictions on transfer. See
"Management -- Employee Equity Participation Program" and "Shares Eligible
for Future Sale."

40
<PAGE> 42

DESCRIPTION OF SHARE CAPITAL

The following summary describes all provisions of the Company's Articles of
Amalgamation and By-laws, and of applicable laws that are material to an
understanding of the Common Shares, the Senior Preferred Shares and the Junior
Preferred Shares (the Senior and Junior Preferred Shares being the "Preferred
Shares"). The summary does not purport to be complete and is subject, and
qualified in its entirety by, the complete provisions of the Articles of
Amalgamation and By-laws of Ritchie Bros. which are included as exhibits to the
Registration Statement of which this Prospectus is a part, and by the provisions
of applicable law.

Upon consummation of the Offering, the authorized share capital of Ritchie
Bros. will consist of an unlimited number of Common Shares, without par value,
16,113,666 shares of which will be issued and outstanding, an unlimited number
of Senior Preferred Shares, without par value, none of which will be issued and
outstanding, and an unlimited number of Junior Preferred Shares, without par
value, none of which will be issued and outstanding. Immediately prior to
consummation of the Offering, approximately 22.4% of the Company's outstanding
Common Shares will be held in the United States by six holders of record.

COMMON SHARES

Holders of Common Shares are entitled to one vote for each share held on
all matters submitted to a vote of the shareholders, including the election of
directors. Accordingly, holders of a majority of the Common Shares entitled to
vote in any election of directors may elect all of the directors standing for
election. The Articles of Amalgamation of Ritchie Bros. do not provide for
cumulative voting in the election of directors. There are no limitations on the
rights of non-resident or foreign owners to hold or vote Common Shares. Subject
to preferences that may be applicable to any Preferred Shares outstanding at the
time, holders of Common Shares are entitled to receive ratably such dividends,
if any, as may be declared from time to time by the Board of Directors out of
funds legally available therefor. See "Dividend Policy." In the event of a
liquidation, dissolution or winding up of Ritchie Bros., holders of Common
Shares are entitled to share ratably in all assets remaining after payment of
liabilities of Ritchie Bros. and the liquidation preferences, if any, of any
outstanding Preferred Shares. Holders of Common Shares have no preemptive rights
and no rights to convert their Common Shares into any other securities and there
are no redemption provisions with respect to such shares. All outstanding Common
Shares upon consummation of the Offering will be fully paid and non-assessable.
The rights, preferences and privileges of holders of Common Shares are subject
to, and may be adversely affected by, the rights of the holders of any series of
Preferred Shares which Ritchie Bros. may designate and issue in the future.

PREFERRED SHARES

The Articles of Amalgamation of Ritchie Bros. provide that the Board of
Directors, without further action by the shareholders, may issue Preferred
Shares in one or more series and may fix or alter the relative, participating,
optional or other rights, preferences, privileges and restrictions, including
the voting rights, redemption provisions (including sinking fund provisions),
dividend rights, dividend rates, liquidation preferences and conversion rights,
and the description of shares constituting any wholly unissued series of
Preferred Shares. The Board of Directors, without further shareholder approval,
can issue Preferred Shares with voting and conversion rights which could
adversely affect the voting power of the holders of Common Shares. No Preferred
Shares will be outstanding upon consummation of the Offering and Ritchie Bros.
currently has no plans to issue Preferred Shares. The issuance of Preferred
Shares in certain circumstances may have the effect of delaying or preventing a
change of control of the Company without further action by the shareholders, may
discourage bids for the Common Shares at a premium over the market price of the
Common Shares, and may adversely affect the market price and the voting and
other rights of the holders of Common Shares.

MODIFICATIONS, SUBDIVISIONS AND CONSOLIDATIONS

In accordance with the Canada Business Corporations Act, the amendment of
certain rights of holders of a class of shares, including Common Shares,
requires the approval of not less than two-thirds of the votes cast by the
holders of such shares voting separately as a class at a special meeting of such
holders. In circumstances where the rights of a class of shares may be amended,
the shareholders have the right under the Canada Business

41
<PAGE> 43

Corporations Act to dissent from such amendment and require that Ritchie Bros.
pay them the then fair value of the shares.

LISTING

The Common Shares have been approved for listing on the New York Stock
Exchange, subject to official notice of issuance, under the symbol "RBA."

TRANSFER AGENT AND REGISTRAR

The Transfer Agent and Registrar for the Common Shares is Bank of Montreal
Trust Company, New York, New York, and The Trust Company of Bank of Montreal,
Vancouver, Canada.

SHARES ELIGIBLE FOR FUTURE SALE

Upon consummation of the Offering, the Company will have 16,113,666 Common
Shares outstanding. Of these shares, the 2,900,000 Common Shares sold by the
Company in the Offering will be freely tradable without restriction or further
registration under the Securities Act, unless held by an "affiliate" of the
Company (as that term is defined under the Securities Act and the regulations
promulgated thereunder). The remaining 13,213,666 Common Shares outstanding were
issued or sold without registration under the Securities Act and may not be
resold in a public distribution except in compliance with the registration
requirements of the Securities Act or pursuant to an exemption therefrom,
including the exemptions provided by Regulation S and Rule 144 promulgated under
the Securities Act.

Of the 13,213,666 Common Shares outstanding immediately prior to
consummation of the Offering, 10,250,793 Common Shares (the "Non-U.S. Shares")
have been sold by the Company in reliance upon
Regulation S under the Securities Act to persons the Company believes were
outside the United States at the time of such sale. Of the Non-U.S. Shares,
7,390,398 Common Shares (the "Non-U.S. Affiliate Shares") are held by persons
the Company believes are affiliates and 2,860,395 Common Shares (the "Non-U.S.
Non-Affiliate Shares") are held by persons the Company believes are not
affiliates. Common Shares sold outside the United States in reliance upon
Regulation S may, under certain circumstances and subject to applicable laws of
other jurisdictions, be resold in the United States by persons other than
affiliates of the Company without registration under the Securities Act, in some
cases immediately after the date of this Prospectus. Common Shares sold outside
the United States in reliance upon Regulation S may, under certain circumstances
and subject to applicable laws of other jurisdictions, be resold in the United
States by affiliates of the Company beginning as soon as 90 days after the date
of this Prospectus, subject to the volume and manner of sale requirements, but
not the holding period requirements, of Rule 144 under the Securities Act. All
Non-U.S. Shares are subject to the lock-up agreements described below.

All Common Shares outstanding immediately prior to consummation of the
Offering other than the Non-U.S. Shares will be subject to the resale
restrictions of Rule 144 under the Securities Act and to the lock-up agreements
described below. In general, under Rule 144 as currently in effect, a person (or
persons whose shares are aggregated), including an affiliate of the Company, is
entitled to sell within any three-month period a number of shares beneficially
owned for at least one year that does not exceed the greater of (i) 1% of the
then outstanding Common Shares or (ii) the average weekly trading volume of the
outstanding Common Shares during the four calendar weeks preceding such sale.
Sales under Rule 144 are also subject to certain requirements as to the manner
of sale, notice and the availability of current public information about the
Company. However, a person (or persons whose shares are aggregated) who is not
an affiliate of the Company during the 90 days preceding a proposed sale by such
person and who has beneficially owned "restricted securities" for at least two
years is entitled to sell such shares under Rule 144 without regard to the
volume, manner of sale or notice requirements. As defined in Rule 144, an
"affiliate" of an issuer is a person that directly or indirectly controls, or is
controlled by, or is under common control with such issuer.

Except for the issuance by the Company of options under the Stock Option
Plan, the Company and its directors, executive officers and certain other
shareholders have agreed not to, directly or indirectly, (i) sell,

42
<PAGE> 44

grant any option to purchase or otherwise transfer or dispose of any Common
Shares or securities convertible into or exchangeable or exercisable for Common
Shares or file a registration statement under the Securities Act with respect to
the same or (ii) enter into any swap or other agreement or transaction that
transfers, in whole or in part, the economic consequence of ownership of the
Common Shares, without the prior written consent of Merrill Lynch for a period
of 180 days after the date of this Prospectus. All other holders of Common
Shares outstanding immediately prior to consummation of the Offering who are not
subject to such lock-up agreement are prohibited from selling their shares while
they are subject to certain purchase rights, which do not begin to lapse until
the first anniversary of the consummation of the Offering. See "Management --
Employee Equity Participation Program."

The 15 beneficial owners of the Company's predecessor entities, who
together will own approximately 79% of the Common Shares outstanding upon
consummation of the Offering, have agreed amongst themselves to further restrict
the sale or transfer of their shares. Their agreement provides that until the
date of the first anniversary of the consummation of the Offering no party will
sell, grant any option to purchase or otherwise transfer or dispose of any
Common Shares owned by such party prior to consummation of the Offering. The
number of shares subject to such restriction will be reduced by one-third on
each of the first three anniversaries of the Offering.

Options to purchase 196,333 Common Shares are outstanding under the Stock
Option Plan, all of which are immediately exercisable. An additional 1,303,667
shares will remain available for future option grants under the Stock Option
Plan. The Company intends to file a registration statement under the Securities
Act after consummation of the Offering to register for resale under the
Securities Act all Common Shares reserved for issuance under the Stock Option
Plan. Such registration statement will become effective automatically upon
filing. Shares issued under the Stock Option Plan after the registration
statement is filed may thereafter be sold in the open market, subject, in the
case of the various holders, to the Rule 144 volume limitations or prospectus
delivery requirements applicable to affiliates and any transfer restrictions
imposed on the date of grant or otherwise.

Prior to the Offering, there has been no public market for the Common
Shares. No predictions can be made of the effect, if any, that future sales of
Common Shares, options to acquire Common Shares, or the availability of shares
for future sale, will have on the market price prevailing from time to time.
Sales of substantial amounts of Common Shares in the public market, or the
perception that such sales may occur, could have a material adverse effect on
the market price of the Common Shares. See "Risk Factors -- Potential Future
Dilution" and "-- No Prior Public Market; Possible Volatility of Share Price."

43
<PAGE> 45

TAX CONSEQUENCES

UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

The following discussion summarizes the opinion of Perkins Coie, special
U.S. tax counsel to the Company, regarding the material U.S. federal income tax
matters expected to be relevant to U.S. Holders (as defined below) who hold the
Common Shares as capital assets. The following discussion of U.S. federal income
tax matters, and the conclusions regarding certain issues of U.S. federal income
tax law that are reflected in that discussion, are based upon the United States
Internal Revenue Code of 1986, as amended (the "Code"), existing and proposed
regulations thereunder, and administrative and judicial interpretations thereof,
all as of the date hereof, and upon certain representations made by officers of
the Company, some of which relate to anticipated future factual matters and
circumstances. No assurance can be given that changes in existing laws or
regulations or their interpretation will not occur, or that such changes will
not be retroactive, or that anticipated future factual matters and circumstances
will in fact occur.

As used herein, the term "U.S. Holder" means a beneficial owner of Common
Shares who or that is for U.S. federal income tax purposes (i) a citizen or
individual resident of the United States, (ii) a corporation or partnership
created or organized in or under the laws of the United States or any political
subdivision thereof, (iii) an estate, the income of which is subject to U.S.
federal income taxation regardless of its source, or (iv) a trust, if both (A) a
U.S. court is able to exercise primary supervision over the administration of
the trust, and (B) one or more U.S. persons have the authority to control all
substantial decisions of the trust.

Purchasers of the Common Shares offered hereby may be required to pay stamp
taxes and other charges, if any, in accordance with the laws and practices of
the locality of purchase in addition to the initial public offering price of the
Common Shares offered hereby.

THE DISCUSSION BELOW IS A SUMMARY AND DOES NOT ADDRESS POTENTIAL TAX
CONSIDERATIONS RELEVANT TO THE COMPANY OR THOSE TAX CONSIDERATIONS THAT DEPEND
UPON CIRCUMSTANCES SPECIFIC TO EACH INVESTOR. IN ADDITION, THIS DISCUSSION DOES
NOT ADDRESS THE TAX CONSEQUENCES THAT MAY BE RELEVANT TO PARTICULAR INVESTORS
SUBJECT TO SPECIAL TREATMENT UNDER CERTAIN U.S. FEDERAL INCOME TAX LAWS, SUCH AS
ANY U.S. HOLDER WHO OWNS, DIRECTLY OR INDIRECTLY, 10% OR MORE OF THE TOTAL
COMBINED VOTING POWER OF ALL CLASSES OF STOCK OF RITCHIE BROS., DEALERS IN
SECURITIES, TAX-EXEMPT ENTITIES, BANKS, INSURANCE COMPANIES AND NON-U.S.
HOLDERS. PURCHASERS OF THE COMMON SHARES SHOULD THEREFORE SATISFY THEMSELVES AS
TO THE OVERALL TAX CONSEQUENCES OF THEIR OWNERSHIP OF THE COMMON SHARES,
INCLUDING THE STATE, LOCAL AND FOREIGN TAX CONSEQUENCES THEREOF (WHICH ARE NOT
REVIEWED HEREIN), AND SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO
THEIR PARTICULAR CIRCUMSTANCES.

U.S. TAXATION OF U.S. HOLDERS OF COMMON SHARES

Dividends

Dividends paid on the Common Shares will be taxable to a U.S. Holder as
ordinary income to the extent of the current or accumulated earnings and profits
of Ritchie Bros (as determined for U.S. federal income tax purposes). Any
distribution by Ritchie Bros. in excess of its current and accumulated earnings
and profits will be treated first as a return of capital which will reduce the
U.S. Holder's adjusted basis in the Common Shares (but not below zero). To the
extent such a distribution exceeds the U.S. Holder's adjusted basis in the
Common Shares, the distribution will constitute gain from the sale or exchange
of property. Dividends received on the Common Shares by a corporate holder
generally will not be eligible for the dividends received deduction.

In the case of U.S. Holders who are not residents of Canada, the
Canada-United States Income Tax Convention (1980), as amended (the
"Convention"), provides that dividends received in respect of the Common Shares
generally will be subject to a 15% Canadian withholding tax. For U.S. federal
income tax purposes, the gross amount of a distribution with respect to Common
Shares will include the amount of any Canadian federal income tax withheld.
Subject to the limitations set forth in the Code, as modified by the Convention,
including certain minimum holding period requirements, U.S. Holders may elect to
claim a foreign tax credit against their U.S. federal income tax liability for
Canadian income tax withheld from dividends paid in respect of Common Shares.
Dividends on the Common Shares generally will be foreign source "passive income"
for U.S. foreign tax credit purposes. The rules relating to the determination of
the foreign tax credit are
44
<PAGE> 46

complex and prospective purchasers should consult their personal tax advisors to
determine whether and to what extent they would be entitled to such credit. U.S.
Holders that do not elect to claim a foreign tax credit in respect of any
foreign taxes paid in a taxable year may instead claim a deduction for Canadian
income tax withheld in respect of the Common Shares for the taxable year.

If a dividend is paid in Canadian dollars, the amount includible in income
will be the U.S. dollar value of the Canadian dollars distributed, as determined
on the date of receipt by the U.S. Holder, or by a nominee, custodian or other
agent of such holder, regardless of whether the payment is in fact converted
into U.S. dollars. A U.S. Holder will have a tax basis in such Canadian dollars
for U.S. federal income tax purposes equal to their U.S. dollar value on the
date of receipt. Any subsequent gain or loss in respect of such Canadian dollars
arising from exchange rate fluctuations will be ordinary income or loss.

Sale of Common Shares

Any gain or loss on the sale or exchange of the Common Shares (which
generally would include the receipt of property in a liquidating distribution)
generally will be treated as capital gain or loss. Under recently enacted
legislation, an individual U.S. Holder generally will be subject to tax on the
net amount of his or her capital gain realized on the sale or exchange of the
Common Shares at a maximum rate of (i) 28% for Common Shares held for more than
one year but not more than eighteen months, (ii) 20% for Common Shares held for
more than eighteen months and (iii) provided that the holding period for such
shares begins after December 31, 2000, 18% for Common Shares held for more than
five years. Special rules (and generally lower maximum rates) apply for
individuals whose taxable income is below certain levels. Gain realized by a
U.S. Holder on the sale or other disposition of the Common Shares generally will
be treated as income from sources within the United States for purposes of
applicable foreign tax credit limitations, unless the gain is attributable to an
office or fixed place of business maintained by the holder outside the United
States and certain other conditions are met.

Capital loss realized by a noncorporate U.S. Holder is allowable as an
offset against capital gain and up to $3,000 of ordinary income. Capital loss
realized by a corporate U.S. Holder is allowable as an offset only against
capital gain. Capital loss not utilized in any taxable year by a noncorporate
U.S. Holder may be carried forward indefinitely and used to offset capital gain
and up to $3,000 of ordinary income in any future taxable year; capital loss not
utilized by a corporate U.S. Holder must first be carried back and applied
against gain in the three years preceding the year of the sale giving rise to
the loss, and then may be carried forward to the five taxable years subsequent
to the year of such sale.

Backup Withholding

A U.S. Holder may be subject to backup withholding at the rate of 31% with
respect to certain payments to such holder, such as the proceeds of a sale,
redemption or other disposition of Common Shares (and in certain situations,
dividends thereon), unless such holder (i) is a corporation or comes within
certain other exempt categories and, when required, demonstrates that fact, or
(ii) provides a correct taxpayer identification number, certifies as to no loss
of exemption from backup withholding, and otherwise complies with applicable
requirements. In addition, such payments, including dividends, may be subject to
information reporting. A U.S. Holder who does not provide Ritchie Bros. with the
holder's correct taxpayer identification number may be subject to penalties. Any
amount of backup withholding may be credited against the holder's U.S. federal
income tax liability and may entitle such holder to a refund, provided that the
required information is furnished to the Internal Revenue Service.

Passive Foreign Investment Company

U.S. persons owning shares of a "passive foreign investment company"
("PFIC") are subject to a special U.S. federal income tax regime with respect to
certain distributions received from the PFIC and with respect to gain from the
sale or other disposition of PFIC shares. For U.S. federal income tax purposes,
a non-U.S. corporation is a PFIC for any taxable year if either (a) 75% or more
of its gross income consists of "passive income", or (b) 50% or more of the
average value of its assets consist of assets that produce, or are held for the
production of, "passive income." "Passive income" for this purpose generally
includes dividends, interest, rents,

45
<PAGE> 47

and gains from commodities and securities transactions. If Ritchie Bros. is
treated as a PFIC, U.S. Holders may be subject to increased tax liability upon
the disposition of Common Shares (including a pledge of Common Shares) or upon
the receipt of certain distributions, unless such holder makes one of two
elections. The elections generally have the effect of requiring the holder to
currently include in income either the holder's pro rata portion of Ritchie
Bros.' income, whether or not such income is distributed in the form of
dividends or otherwise, or the value of Common Shares held in excess of the
holder's basis in those shares, whether or not such excess has been realized.

The Company has consulted with its independent chartered accountants
regarding the amount of the Company's passive income and the nature of the
Company's assets in connection with the PFIC rules. Based on the passive income
amounts, the nature of its assets and advice rendered by its accountants, at
present the Company is of the opinion that it is not a PFIC. However, although
the Company will take all reasonable steps to minimize accumulation of passive
assets and passive income earnings, the determination of whether a corporation
is a PFIC is made on an annual basis, and operations and business plans of the
Company may change in subsequent taxable years. Therefore, no assurance can be
given that a future determination will not be made that Ritchie Bros. should be
treated as a PFIC for this or future taxable years. Due to the factual nature of
the matter, special U.S. counsel to the Company is unable to render an opinion
as to whether the Company will be treated as a PFIC. If the Company determines
that it has become a PFIC, within two months after the end of each of its
taxable years it will supply all information and statements that a U.S. Holder
making a qualified electing fund election is required to obtain for U.S. federal
income tax purposes and will take any other reasonable steps necessary to
facilitate such election.

CANADIAN FEDERAL INCOME TAX CONSEQUENCES

The following discussion summarizes the opinion of McCarthy Tetrault,
Canadian counsel to the Company, regarding the principal Canadian federal income
tax consequences of the acquisition, ownership and disposition of Common Shares
generally applicable to holders of Common Shares ("U.S. Residents") who (i) are
residents of the United States for the purposes of the Convention, (ii) are not
residents of Canada for the purposes of the Canadian Tax Act, (iii) hold their
Common Shares as capital property, (iv) deal at arm's length with the Company
for the purposes of the Canadian Tax Act and (v) do not use or hold, and are not
deemed under the Canadian Tax Act to use or hold, such Common Shares in carrying
on a business in Canada. Common Shares will generally be considered to be
capital property to a U.S. Resident unless they are held as inventory in the
course of carrying on a business or were acquired in a transaction considered to
be an adventure or concern in the nature of trade.

This summary is based upon the current provisions of the Income Tax Act
(Canada) and the regulations enacted thereunder as at the date hereof
(collectively, the "Canadian Tax Act"), counsel's understanding of the current
published administrative and assessing policies of Revenue Canada, Customs,
Excise and Taxation ("Revenue Canada") and all specific proposals to amend the
Canadian Tax Act (collectively, the "Proposed Amendments") publicly announced by
the Minister of Finance before the date hereof, and the provisions of the
Convention as at the date hereof. This summary does not take into account
provincial, territorial or foreign income tax considerations, and does not take
into account or anticipate any changes in law, whether by judicial, governmental
or legislative action except to the extent of the Proposed Amendments. No
assurance can be given that any of the Proposed Amendments will be enacted into
law or that legislation will implement the Proposed Amendments in the manner now
proposed.

THIS SUMMARY IS NOT EXHAUSTIVE OF ALL POSSIBLE INCOME TAX CONSIDERATIONS
AND IS NOT INTENDED TO BE, NOR SHOULD IT BE CONSTRUED TO BE, LEGAL OR TAX ADVICE
TO ANY PARTICULAR U.S. RESIDENT. ACCORDINGLY, U.S. RESIDENTS SHOULD CONSULT
THEIR OWN INDEPENDENT TAX ADVISORS FOR ADVICE WITH RESPECT TO THEIR PARTICULAR
CIRCUMSTANCES. THE DISCUSSION BELOW IS QUALIFIED ACCORDINGLY.

A U.S. Resident will generally not be subject to tax under the Canadian Tax
Act in respect of any capital gain realized on the disposition of Common Shares
unless such Common Shares are "taxable Canadian property" to the U.S. Resident.
The Common Shares will not generally constitute taxable Canadian property to a
U.S. Resident unless either (i) at any time during the five year period
immediately preceding the disposition of

46
<PAGE> 48

the Common Shares by such U.S. Resident, 25% or more of the issued shares (and
in the view of Revenue Canada, taking into account any rights to acquire shares)
of any class or series of the capital stock of the Company were owned by such
U.S. Resident, persons with whom the U.S. Resident did not deal at arm's length
or such U.S. Resident together with those persons, or (ii) the U.S. Resident's
Common Shares are otherwise deemed to be taxable Canadian property to him or
her.

Dividends which are paid or credited, or are deemed to be paid or credited,
to a U.S. Resident in respect of the Common Shares will generally be subject to
Canadian withholding tax on the gross amount of such dividends. Currently under
the Convention, the rate of Canadian withholding tax applicable to dividends
paid or credited by the Company to a U.S. Resident is (i) 5% of the gross amount
of the dividends if the beneficial owner of the dividends is a corporation which
owns at least 10% of the voting stock of the Company and (ii) 15% of the gross
amount of the dividends if the beneficial owner of such dividends is any other
resident of the United States.

PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE
FEDERAL, STATE AND OTHER TAX CONSEQUENCES OF INVESTING IN THE COMPANY. THE
STATEMENTS OF UNITED STATES AND CANADIAN LAWS SET OUT ABOVE ARE BASED UPON THE
LAWS IN FORCE AS OF THE DATE OF THIS PROSPECTUS, AND ARE SUBJECT TO ANY CHANGES
IN SUCH LAWS OCCURRING AFTER SUCH DATE.

UNDERWRITING

Subject to the terms and conditions set forth in a purchase agreement (the
"Purchase Agreement") between the Company and each of the underwriters named
below (the "Underwriters"), the Company has agreed to sell to each of the
Underwriters, and each of the Underwriters, for whom Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Furman Selz LLC and Morgan Stanley & Co.
Incorporated are acting as representatives (the "Representatives"), has
severally agreed to purchase from the Company, the number of Common Shares set
forth opposite its name below:

<TABLE>
<CAPTION>
NUMBER OF
SHARES
UNDERWRITERS ---------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated...................................
Furman Selz LLC.............................................
Morgan Stanley & Co. Incorporated...........................

--------
Total.......................................... 2,900,000
========
</TABLE>

In the Purchase Agreement, the several Underwriters have agreed, subject to
the terms and conditions set forth therein, to purchase all of the Common Shares
being sold pursuant to such agreement if any of such Common Shares are
purchased. Under certain circumstances, the commitments of non-defaulting
Underwriters may be increased.

The Representatives have advised the Company that the Underwriters propose
initially to offer the Common Shares to the public at the public offering price
set forth on the cover page of this Prospectus and to certain dealers at such
price less a concession not in excess of $ per share. The Underwriters
may allow, and such dealers may reallow, a discount not in excess of $
per share to certain other dealers. After the initial public offering, the
public offering price, concession and discount may be changed.

The Company has granted to the Underwriters an option to purchase up to an
aggregate of 435,000 additional Common Shares, exercisable in whole or in part
for 30 days after the date of this Prospectus, to cover over-allotments, if any,
at the public offering price set forth on the cover page of this Prospectus,
less the

47
<PAGE> 49

underwriting commission. To the extent that the Underwriters exercise this
option, each Underwriter will have a firm commitment, subject to certain
conditions, to purchase approximately the same percentage of such Common Shares
that the number of Common Shares to be purchased by it shown in the foregoing
table bears to the total number of Common Shares initially offered to the
Underwriters hereby.

The Company has agreed to indemnify the several Underwriters against
certain liabilities, including civil liabilities under the Securities Act, or to
contribute to payments the Underwriters may be required to make in respect
thereof.

Until the distribution of the Common Shares is completed, the rules of the
Securities and Exchange Commission may limit the ability of the Underwriters and
certain selling group members to bid for or purchase the Common Shares. As an
exception to these rules, the Representatives are permitted to engage in certain
transactions that stabilize the price of the Common Shares. Such transactions
consist of bids or purchases for the purpose of pegging, fixing or maintaining
the price of the Common Shares.

If the Underwriters create a short position in the Common Shares in
connection with the Offering, the Representatives may reduce that short position
by purchasing Common Shares in the open market. The Representatives may also
elect to reduce any short position by exercising all or part of the
over-allotment option described above. The Representatives may impose a penalty
bid on certain Underwriters and selling group members. If the Representatives
purchase Common Shares in the open market to reduce the Underwriters' short
position or to stabilize the price of the Common Shares, they may reclaim the
amount of the selling concession from the Underwriters and selling group members
who sold those Common Shares as part of the Offering.

In general, purchases of a security for the purpose of stabilization or to
reduce a short position could cause the price of the security to be higher than
it might be in the absence of such purchases. The imposition of a penalty bid
might also have an effect on the price of a security to the extent that it were
to discourage resales of the security.

Neither the Company nor any of the Underwriters make any representation or
prediction as to the direction or magnitude of any effect that the transactions
described above may have on the price of the Common Shares. In addition, neither
the Company nor any of the Underwriters make any representation that the
Underwriters will engage in such transactions or that such transactions, once
commenced, will not be discontinued without notice.

Prior to the Offering, there has been no public market for the Common
Shares. The initial public offering price will be determined by negotiations
among the Company and the Representatives. The factors to be considered in such
negotiations are an assessment of the Company's recent results of operations,
the future prospects of the Company and its industry in general, market prices
of securities of companies engaged in activities similar to those of the Company
and prevailing conditions in the securities markets. There can be no assurance
that an active market will develop for the Common Shares or that the Common
Shares will trade in the public market subsequent to the Offering at or above
the initial public offering price.

The Common Shares have been approved for listing on the New York Stock
Exchange, subject to official notice of issuance. In order to meet one of the
requirements for listing the Common Shares on the New York Stock Exchange, the
Underwriters will undertake to sell lots of 100 or more shares to a minimum of
2,000 beneficial holders.

Except for the issuance of options under the Stock Option Plan, the
Company, its directors, executive officers and certain other shareholders have
agreed not to, without the prior written consent of Merrill Lynch on behalf of
the Underwriters, (i) directly or indirectly, offer, pledge, sell, contract to
sell, grant any option, right or warrant to purchase or otherwise transfer or
dispose of any Common Share (other than in the Offering) or any securities
convertible into or exercisable or exchangeable for Common Shares or file any
registration statement under the Securities Act with respect to any of the same,
or (ii) enter into any swap or any other agreement or transaction that
transfers, in whole or in part, directly or indirectly, the economic
consequences of ownership of the Common Shares, for a period of 180 days after
the date of this Prospectus. See "Shares Eligible for Future Sale."
48
<PAGE> 50

The Common Shares have not been and will not be qualified for sale under
the securities laws of Canada or any province or territory of Canada. The Common
Shares may not be offered or sold, and the Underwriters have agreed not to offer
or sell the Common Shares, directly or indirectly, in Canada, or to or for the
benefit of any resident thereof, in violation of the securities laws of Canada
or any province or territory of Canada.

Each of the Underwriters has agreed that (i) it has not offered or sold and
prior to the date six months after the date of issue of the Common Shares will
not offer or sell any Common Shares to persons in the United Kingdom except to
persons whose ordinary activities involve them in acquiring, holding, managing
or disposing of investments (as principal or agent) for the purposes of their
businesses or otherwise in circumstances which have not resulted and will not
result in an offer to the public in the United Kingdom within the meaning of the
Public Offers of Securities Regulations 1995; (ii) it has complied and will
comply with all applicable provisions of the Financial Services Act 1986 with
respect to anything done by it in relation to the Common Shares in, from or
otherwise involving the United Kingdom; and (iii) it has only issued or passed
on and will only issue or pass on in the United Kingdom any document received by
it in connection with the issue of the Common Shares to a person who is of a
kind described in Article 11(3) of the Financial Services Act 1986 (Investment
Advertisements) (Exemptions) Order 1996 or is a person to whom such document may
otherwise lawfully be issued or passed on.

LEGAL MATTERS

The validity of the Common Shares offered hereby will be passed upon for
the Company by McCarthy Tetrault, Vancouver, British Columbia. Certain other
legal matters in connection with the Offering will be passed upon for the
Company by Perkins Coie, Portland, Oregon, and for the Underwriters by Shearman
& Sterling, Toronto, Ontario and New York, New York. Shearman & Sterling and
Perkins Coie will rely as to all matters of Canadian law upon the opinion of
McCarthy Tetrault.

EXPERTS

The consolidated financial statements of the Company as of April 30, 1996
and 1997 and December 31, 1997, and for each of the years in the three-year
period ended April 30, 1997 and for the eight-month period ended December 31,
1997, have been included in this Prospectus and in the Registration Statement in
reliance upon the report of KPMG, independent chartered accountants, appearing
elsewhere herein, and upon the authority of said firm as experts in accounting
and auditing.

ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES

The enforcement by investors of civil liabilities under the United States
federal securities laws or the securities or blue sky laws of any state within
the United States may be affected adversely by the fact that Ritchie Bros. is
incorporated under the federal laws of Canada and certain of its subsidiaries
are incorporated under the laws of jurisdictions other than the United States,
that some or all of the officers and directors of Ritchie Bros. and its
subsidiaries may be residents of Canada or other non-U.S. countries, that some
or all of the Underwriters or the experts named in this Prospectus may be
residents of Canada or other non-U.S. countries, and that all or a substantial
portion of the assets of Ritchie Bros., its subsidiaries and said persons may be
located outside the United States. As a result, it may be difficult or
impossible for United States investors to effect service of process within the
United States upon Ritchie Bros. or such subsidiaries or persons or to realize
against them in the United States upon judgements of courts of the United States
predicated upon civil liabilities of Ritchie Bros. or such subsidiaries or
persons under the United States federal securities laws or the securities or
blue sky laws of any state within the United States. In addition, investors
should not assume that courts in Canada or in the countries where such
subsidiaries are incorporated or such persons reside or in which the assets of
Ritchie Bros., its subsidiaries or such persons are located (i) would enforce
judgements of United States courts obtained in actions against Ritchie Bros. or
such subsidiaries or persons predicated upon the civil liability provisions of
the United States federal securities laws or the securities or blue sky laws of
any state within the United States or (ii) would enforce, in original actions,
liabilities against Ritchie Bros. or such

49
<PAGE> 51

subsidiaries or persons predicated upon the United States federal securities
laws or any such state securities or blue sky laws.

ADDITIONAL INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission"), a Registration Statement on Form F-1 (the "Registration
Statement", which term shall include all amendments thereto) under the
Securities Act with respect to the Common Shares offered hereby. This
Prospectus, which constitutes a part of the Registration Statement, omits
certain information contained in the Registration Statement and the exhibits
thereto on file with the Commission, in accordance with the Securities Act and
the rules and regulations of the Commission thereunder. For further information
with respect to the Company and the Common Shares offered hereby, reference is
made to the Registration Statement and the exhibits filed therewith. Statements
contained in this Prospectus concerning the provisions of such documents are
necessarily summaries of such documents and each such statement is qualified in
its entirety by reference to the copy of the applicable document filed with the
Commission as an exhibit to the Registration Statement. All provisions of such
documents that are material to the subject of such statements, however, are
described in the appropriate portions of this Prospectus. The Registration
Statement and the exhibits thereto may be inspected, without charge, at the
public reference facilities of the Commission at the principal office of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's regional offices located at Seven World Trade Center, 13th Floor,
New York, New York 10048, and Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661, and copies of all or any part thereof may be
obtained from the Public Reference Section of the Commission in Washington,
D.C., upon the payment of the fees prescribed by the Commission. In addition,
the Registration Statement may be accessed electronically at the Commission's
web site on the internet at www.sec.gov.

Prior to the Offering, the Company has not been required to file reports
under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Following consummation of the Offering, the Company will be required to file
reports and other information with the Commission pursuant to the Exchange Act.
Such reports and other information can be inspected and copied at the addresses,
and may be accessed electronically at the web site, set forth above. Upon
listing of the Common Shares on the New York Stock Exchange, such reports and
other information can also be inspected at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005. The Company intends to
furnish to its shareholders, proxy statements and annual reports prepared in
accordance with applicable Canadian law. The Company's annual report for a given
fiscal year will contain audited consolidated financial statements for that
fiscal year. The Company also intends to make available quarterly reports
containing unaudited summary consolidated financial information for the first
three fiscal quarters of each fiscal year. The Company intends to prepare such
financial statements in accordance with Canadian GAAP and to include a
reconciliation to U.S. GAAP of the annual consolidated financial statements. As
a "foreign private issuer" under the Exchange Act, the Company will be exempt
from provisions of the Exchange Act which prescribe the furnishing and content
of proxy statements to shareholders and which relate to short swing profit
reporting and liability.

50
<PAGE> 52

INDEX TO FINANCIAL STATEMENTS

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF
RITCHIE BROS. AUCTIONEERS INCORPORATED

<TABLE>
<CAPTION>
PAGE
------
<S> <C>
Independent Auditors' Report........................................................... F-2
Consolidated Balance Sheets at April 30, 1996 and 1997 and December 31, 1997........... F-3
Consolidated Statements of Income for the years ended April 30, 1995, 1996 and 1997 and
for the eight months ended December 31, 1997, and (unaudited) eight months ended
December 31, 1996.................................................................... F-4
Consolidated Statements of Shareholders' Equity, for the years ended April 30, 1995,
1996 and 1997 and for the eight months ended December 31, 1997....................... F-5
Consolidated Statements of Cash Flows for the years ended April 30, 1995, 1996 and 1997
and for the eight months ended December 31, 1997, and (unaudited) eight months ended
December 31, 1996.................................................................... F-6
Notes to Consolidated Financial Statements............................................. F-7
</TABLE>

INDEX TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS OF
RITCHIE BROS. AUCTIONEERS INCORPORATED

<TABLE>
<S> <C>
Pro Forma Consolidated Statements of Income for the year ended April 30, 1997 and eight
months ended December 31, 1997....................................................... F-16
Notes to Pro Forma Consolidated Financial Statements................................... F-17
</TABLE>

F-1
<PAGE> 53

INDEPENDENT AUDITORS' REPORT

To the Board of Directors of
RITCHIE BROS. AUCTIONEERS INCORPORATED

We have audited the consolidated balance sheets of Ritchie Bros.
Auctioneers Incorporated (the "Company") as at April 30, 1996 and 1997 and
December 31, 1997 and the consolidated statements of income, shareholders'
equity and cash flows for each of the years in the three-year period ended April
30, 1997 and for the eight months ended December 31, 1997. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards in Canada. Those standards require that we plan and perform an audit
to obtain reasonable assurance whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation.

In our opinion, these consolidated financial statements present fairly, in
all material respects, the financial position of the Company as at April 30,
1996 and 1997 and December 31, 1997 and the results of its operations and the
changes in its financial position for each of the years in the three year period
ended April 30, 1997 and for the eight months ended December 31, 1997 in
accordance with generally accepted accounting principles in Canada.

Significant differences between the accounting and disclosure requirements
of Canadian and United States generally accepted accounting principles are
quantified and explained in note 10 to the financial statements.

<TABLE>
<S> <C>
Richmond, Canada /s/ KPMG
January 30, 1998 Chartered Accountants
</TABLE>

F-2
<PAGE> 54

RITCHIE BROS. AUCTIONEERS INCORPORATED

CONSOLIDATED BALANCE SHEETS
(EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS)

<TABLE>
<CAPTION>
APRIL 30, APRIL 30, DECEMBER 31,
1996 1997 1997
--------- --------- ------------
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents............................ $ 77,161 $ 77,980 $ 27,149
Accounts receivable.................................. 34,895 14,107 6,744
Inventory............................................ 10,006 18,154 7,081
Advances against auction contracts................... 6,121 6,472 1,261
Prepaid expenses and deposits........................ 570 772 1,218
-------- -------- -------
128,753 117,485 43,453
Fixed assets (note 2).................................. 22,216 25,373 27,007
-------- -------- -------
$ 150,969 $ 142,858 $ 70,460
======== ======== =======
LIABILITIES AND EQUITY
Current liabilities:
Auction proceeds payable............................. $ 76,003 $ 53,477 $ 17,728
Accounts payable and accrued liabilities............. 10,200 8,928 17,131
Payables to affiliated entities (note 3)............. 3,359 3,818 --
Current bank loans (note 4).......................... 1,600 5,194 730
Payables to employees and others (note 5)............ 1,222 1,279 --
Income taxes payable................................. 3,237 5,082 4,542
-------- -------- -------
95,621 77,778 40,131
Bank term loans (note 6)............................... 6,547 5,755 4,623
-------- -------- -------
102,168 83,533 44,754
Shareholders' equity
Share capital (note 7)............................... 3,337 3,365 10,866
Retained earnings.................................... 47,015 58,088 16,958
Foreign currency translation adjustment.............. (1,551) (2,128) (2,118)
-------- -------- -------
48,801 59,325 25,706
Subsequent event (note 7(e))
-------- -------- -------
$ 150,969 $ 142,858 $ 70,460
======== ======== =======
</TABLE>

See accompanying notes to consolidated financial statements.

F-3
<PAGE> 55

RITCHIE BROS. AUCTIONEERS INCORPORATED

CONSOLIDATED STATEMENTS OF INCOME
(EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS)

<TABLE>
<CAPTION>
EIGHT MONTHS ENDED
YEARS ENDED APRIL 30, DECEMBER 31,
----------------------------------- ----------------------
1995 1996 1997 1997
--------- --------- --------- 1996 ---------
---------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Auction revenues................ $ 51,326 $ 65,306 $ 72,186 $ 47,211 $ 60,034
Direct expenses................. (12,979) (13,138) (13,908) (9,598) (13,041)
-------- -------- -------- -------- --------
38,347 52,168 58,278 37,613 46,993
Expenses:
Depreciation.................. 1,708 1,820 2,014 1,006 1,540
General and administrative.... 24,628 26,848 31,099 20,789 27,414
Employee equity participation
(note 7(d))................ -- -- -- -- 10,346
-------- -------- -------- -------- --------
26,336 28,668 33,113 21,795 39,300
-------- -------- -------- -------- --------
Income from operations.......... 12,011 23,500 25,165 15,818 7,693
Other income (expenses):
Interest expense.............. (1,274) (1,104) (1,081) (427) (1,380)
Other......................... 677 1,179 917 739 576
-------- -------- -------- -------- --------
(597) 75 (164) 312 (804)
-------- -------- -------- -------- --------
Income before income taxes...... 11,414 23,575 25,001 16,130 6,889
Income taxes (note 9)........... 2,975 4,428 5,992 3,045 4,491
-------- -------- -------- -------- --------
Net income...................... $ 8,439 $ 19,147 $ 19,009 $ 13,085 $ 2,398
======== ======== ======== ======== ========
Net income per share (note
1(l))......................... $ 0.66 $ 1.51 $ 1.49 $ 1.03 $ 0.19
======== ======== ======== ======== ========
Weighted average number of
shares outstanding............ 12,715,667 12,715,667 12,715,667 12,715,667 12,958,753
======== ======== ======== ======== ========
</TABLE>

See accompanying notes to consolidated financial statements.

F-4
<PAGE> 56

RITCHIE BROS. AUCTIONEERS INCORPORATED

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS)

<TABLE>
<CAPTION>
FOREIGN
CURRENCY TOTAL
SHARE RETAINED TRANSLATION SHAREHOLDERS'
CAPITAL EARNINGS ADJUSTMENT EQUITY
------- -------- ---------- ------------
<S> <C> <C> <C> <C>
Balance, May 1, 1994............................ $ 3,355 $ 33,915 $ (1,821) $ 35,449
Common Shares redeemed........................ (270) -- -- (270)
Net income.................................... -- 8,439 -- 8,439
Drawings and dividends........................ -- (6,192) -- (6,192)
Refundable taxes on investment income......... -- (17) -- (17)
Foreign currency translation adjustment....... -- -- 309 309
------- ------ ------ ------
Balance, April 30, 1995......................... 3,085 36,145 (1,512) 37,718
Common Shares issued.......................... 252 -- -- 252
Net income.................................... -- 19,147 -- 19,147
Drawings and dividends........................ -- (8,281) -- (8,281)
Refundable taxes on investment income......... -- 4 -- 4
Foreign currency translation adjustment....... -- -- (39) (39)
------- ------ ------ ------
Balance, April 30, 1996......................... 3,337 47,015 (1,551) 48,801
Common Shares issued.......................... 28 -- -- 28
Capital contributions to partnerships......... -- 166 -- 166
Net income.................................... -- 19,009 -- 19,009
Drawings and dividends........................ -- (8,073) -- (8,073)
Refundable taxes on investment income......... -- (29) -- (29)
Foreign currency translation adjustment....... -- -- (577) (577)
------- ------ ------ ------
Balance, April 30, 1997......................... 3,365 58,088 (2,128) 59,325
Common Shares redeemed........................ (2,845) -- -- (2,845)
Employee equity participation (note 7(d))..... 10,346 -- -- 10,346
Net income.................................... -- 2,398 -- 2,398
Drawings and dividends........................ -- (42,175) -- (42,175)
Reorganization costs.......................... -- (1,353) -- (1,353)
Foreign currency translation adjustment....... -- -- 10 10
------- ------ ------ ------
Balance, December 31, 1997...................... $10,866 $ 16,958 $ (2,118) $ 25,706
======= ====== ====== ======
</TABLE>

See accompanying notes to consolidated financial statements.

F-5
<PAGE> 57

RITCHIE BROS. AUCTIONEERS INCORPORATED

CONSOLIDATED STATEMENTS OF CASH FLOWS
(EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS)

<TABLE>
<CAPTION>
EIGHT MONTHS ENDED
YEARS ENDED APRIL 30, DECEMBER 31,
------------------------------- -----------------------
1995 1996 1997 1997
------- ------- ------- 1996 -------
-----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash provided by (used in)
Operations:
Net income......................... $ 8,439 $19,147 $19,009 $13,085 $ 2,398
Items not involving the use of cash
Depreciation.................... 1,708 1,820 2,014 1,006 1,540
Employee equity participation... -- -- -- -- 10,346
Changes in non-cash working
capital:
Accounts receivable............. 2,335 (25,733) 20,788 30,540 7,363
Inventory....................... (1,348) 4,983 (8,148) 2,470 11,073
Advances against auction
contracts..................... 2,457 (2,712) (351) 3,465 5,211
Prepaid expenses and deposits... 517 458 (202) 63 (446)
Auctions proceeds payable....... 4,685 38,715 (22,526) (68,709) (35,749)
Accounts payable and accrued
liabilities................... 2,015 2,444 (1,272) (2,398) 8,203
Payables to affiliated
entities...................... 135 174 459 (281) (3,818)
Income taxes payable............ 786 921 1,845 (772) (540)
Other........................... 310 (39) (577) (150) 10
------- ------- ------- ------- -------
22,039 40,178 11,039 (21,681) 5,591
Financing:
Issuance (redemption) of share
capital......................... (270) 252 28 16 (2,845)
Payables to employees and others... 592 242 57 95 (1,279)
Bank loans......................... 338 (1,229) 2,802 (1,468) (5,596)
Drawings and dividends paid........ (6,192) (8,281) (8,073) (7,492) (42,175)
Capital contributions.............. -- -- 166 166 --
Refundable taxes on investment
income.......................... (17) 4 (29) -- --
Reorganization costs............... -- -- -- -- (1,353)
------- ------- ------- ------- -------
(5,549) (9,012) (5,049) (8,683) (53,248)
Investments:
Fixed asset additions, net......... (5,761) (1,156) (5,171) (3,225) (3,174)
------- ------- ------- ------- -------
Increase (decrease) in cash and cash
equivalents........................ 10,729 30,010 819 (33,589) (50,831)
Cash and cash equivalents, beginning
of period.......................... 36,422 47,151 77,161 77,161 77,980
------- ------- ------- ------- -------
Cash and cash equivalents, end of
period............................. $47,151 $77,161 $77,980 $43,572 $27,149
======= ======= ======= ======= =======
</TABLE>

See accompanying notes to consolidated financial statements.

F-6
<PAGE> 58

RITCHIE BROS. AUCTIONEERS INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(TABULAR DOLLAR AMOUNTS EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS)

YEARS ENDED APRIL 30, 1995, 1996 AND 1997, EIGHT MONTHS ENDED DECEMBER 31, 1997
AND
(UNAUDITED) EIGHT MONTHS ENDED DECEMBER 31, 1996

1. SIGNIFICANT ACCOUNTING POLICIES:

(a) Basis of presentation:

These consolidated financial statements present the financial position,
results of operations and changes in shareholders' equity and cash flows of
Ritchie Bros. Auctioneers Incorporated (the "Company"), a company incorporated
in July 1997 under the Canada Business Corporations Act, and its predecessor
businesses. These predecessor businesses comprised the Ritchie Bros. Auctioneers
group of companies and partnerships (the "Group"). The businesses of the
partnerships within the Group have been transferred into corporations, the
shares of which, together with the shares of the corporations within the Group,
have been exchanged by their owners for shares of the Company (the
"Reorganization") in the eight-month period ended December 31, 1997.

On November 1, 1997, prior to completion of the Reorganization, the owners
of the Group entered into the Equity Interest and Income Sharing Agreement (the
"Agreement") which confirmed the existing voting, earnings allocation and
liquidation rights of each owner. These rights were based upon the owners'
interests in the Group, taken as a whole, which was treated as a single global
enterprise since prior to May 1, 1992. The rights and obligations specified in
the Agreement were those of an agreement which has been in effect at all times
since May 1, 1992 and which modified the terms of any written agreements
containing provisions that may have been inconsistent with the Agreement. Each
owner's rights under the Agreement were determined in accordance with such
owner's ownership percentage of the Group ("Global Ownership Percentage"), which
was equal to the number of units of ownership of the Group allocated to the
owner divided by the total number of units outstanding. The owners' respective
Global Ownership Percentages were determined on the basis of the Group taken as
a whole, and not on the basis of the documentation governing the owners' equity
interests in the predecessor entities within the Group. The Group has been
legally obligated to make and has made earnings allocations in accordance with
the terms of the Agreement since prior to May 1, 1992. As a result of these
agreements and practices, each owner's ownership interest in the Company upon
completion of the Reorganization represents a substantially identical interest
to such owner's ownership interest in the Group prior to the Reorganization.

Because the Reorganization was a non-substantive exchange, the Group's
assets, liabilities, revenues and expenses have been consolidated at the
historical cost amounts recorded in the individual entity accounts, and carried
forward into the consolidated accounts of the Company together with costs of the
Reorganization. All inter-entity accounts and transactions have been eliminated
on consolidation.

The consolidated financial statements of the Company have been prepared in
accordance with generally accepted accounting principles in Canada which, except
as disclosed in note 10, also comply, in all material respects, with generally
accepted accounting principles in the United States.

The Group included three partnerships, one situated in Canada and two
situated in the United States, all of which were non-taxable entities. The Group
also included the companies that were partners of the United States partnerships
and certain, but not all, of the companies that were partners of the Canadian
partnership. To the extent that the Group included these partner entities, these
consolidated financial statements include provisions for taxes chargeable
against partnership income. To the extent that the partner entities did not form
part of the Group, no taxes have been provided on the net income allocated to
those companies. Note 9 sets out the pro forma impact if all income were taxed
within the Group. These consolidated financial statements also do not include
any of the other assets, liabilities, revenues or expenses of the partner
entities not included in the Group.

F-7
<PAGE> 59

RITCHIE BROS. AUCTIONEERS INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(TABULAR DOLLAR AMOUNTS EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS)

YEARS ENDED APRIL 30, 1995, 1996 AND 1997, EIGHT MONTHS ENDED DECEMBER 31, 1997
AND
(UNAUDITED) EIGHT MONTHS ENDED DECEMBER 31, 1996

1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
(b) Cash equivalents:

Cash equivalents consist of highly liquid investments having an original
term to maturity of three months or less when acquired.

Inventory is primarily represented by goods held for auction and has been
valued at the lower of cost, determined by the specific identification method,
and net realizable value.

(d) Advances against auction contracts:

Advances against auction contracts represent funds advanced to consignors
against proceeds from future auctions.

(e) Fixed assets:

All fixed assets are stated at cost. Depreciation is provided to charge the
cost of the assets to operations over their estimated useful lives based on
their usage predominantly as follows:

<TABLE>
<S> <C>
Improvements 30 years-straight line
Buildings 30 years-straight line
Automotive equipment 30% -- declining balance
Computer equipment 30% -- declining balance
Yard equipment 20-30% -- declining balance
Office equipment 20% -- declining balance
Leasehold improvements Term of leases
</TABLE>

(f) Revenue recognition:

Auction revenues are recognized when the specific items are sold and title
passes to the purchaser and are represented by the commissions received from the
consignor and the net proceeds received from the sale of self-owned equipment.

(g) Foreign currency translation:

The Company's reporting currency is the United States dollar. The
functional currency for each of the Company's operations is the country of
residency. Each of these operations is considered to be self-sustaining.
Accordingly, the financial statements of operations of the Company that are not
located in the United States have been translated into United States dollars
using the exchange rate at the end of each reporting period for asset and
liability amounts and the average exchange rate for each reporting period for
amounts included in the determination of income. Any gains or losses from this
translation have been included in the cumulative translation adjustment account
which is included in equity.

Foreign currency denominated transactions are translated into the
appropriate functional currency at the exchange rate in effect on the date of
the transaction.

F-8
<PAGE> 60

RITCHIE BROS. AUCTIONEERS INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(TABULAR DOLLAR AMOUNTS EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS)

YEARS ENDED APRIL 30, 1995, 1996 AND 1997, EIGHT MONTHS ENDED DECEMBER 31, 1997
AND
(UNAUDITED) EIGHT MONTHS ENDED DECEMBER 31, 1996

1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
Monetary assets and liabilities recorded in foreign currencies are
translated into the appropriate functional currency at the rate of exchange in
effect at the balance sheet date. All other exchange gains and losses are
included in the determination of income.

(h) Use of estimates:

The preparation of financial statements in conformity with generally
accepted accounting principles requires the Company to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting periods. Actual results could differ from such estimates and
assumptions.

(i) Financial instruments:

Carrying amounts of certain of the Company's financial instruments,
including cash and cash equivalents, accounts receivable, auction proceeds
payable and accounts payable and accrued liabilities, approximate fair value due
to their short maturities. Based on borrowing rates currently available to the
Company for loans with similar terms, the carrying value of its bank loans
approximates fair value.

(j) Credit risk:

The Company does not extend credit to purchasers of auctioned items.
Equipment is not normally released to the purchasers until it is paid for in
full.

(k) Unaudited financial information:

The financial information for the eight months ended December 31, 1996 is
unaudited; however, in the opinion of management, such information includes all
adjustments necessary (consisting only of normal recurring adjustments) for a
fair presentation of such financial information.

(l) Net income per share:

Net income per share has been calculated based on the weighted average
number of common shares outstanding after giving retroactive effect to the
12,715,667 common shares issued on the Reorganization. Diluted net income per
share has not been presented as the effect of outstanding options is not
material.

F-9
<PAGE> 61

RITCHIE BROS. AUCTIONEERS INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(TABULAR DOLLAR AMOUNTS EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS)

YEARS ENDED APRIL 30, 1995, 1996 AND 1997, EIGHT MONTHS ENDED DECEMBER 31, 1997
AND
(UNAUDITED) EIGHT MONTHS ENDED DECEMBER 31, 1996

2. FIXED ASSETS:

Fixed assets at April 30, 1996 are as follows:

<TABLE>
<CAPTION>
ACCUMULATED NET BOOK
COST DEPRECIATION VALUE
------- ----------- --------
<S> <C> <C> <C>
Land and improvements..................................... $10,444 $ 440 $ 10,004
Buildings................................................. 9,573 2,041 7,532
Automotive equipment...................................... 3,375 1,420 1,955
Computer equipment........................................ 1,911 1,280 631
Yard equipment............................................ 2,604 1,574 1,030
Office equipment.......................................... 2,177 1,485 692
Leasehold improvements.................................... 902 530 372
------- ------ -------
$30,986 $ 8,770 $ 22,216
======= ====== =======
</TABLE>

Fixed assets at April 30, 1997 are as follows:

<TABLE>
<CAPTION>
ACCUMULATED NET BOOK
COST DEPRECIATION VALUE
------- ----------- --------
<S> <C> <C> <C>
Land and improvements..................................... $12,184 $ 595 $ 11,589
Buildings................................................. 10,606 2,272 8,334
Automotive equipment...................................... 4,022 1,576 2,446
Computer equipment........................................ 2,449 1,454 995
Yard equipment............................................ 2,672 1,722 950
Office equipment.......................................... 2,413 1,620 793
Leasehold improvements.................................... 925 659 266
------- ------ -------
$35,271 $ 9,898 $ 25,373
======= ====== =======
</TABLE>

Fixed assets at December 31, 1997 are as follows:

<TABLE>
<CAPTION>
ACCUMULATED NET BOOK
COST DEPRECIATION VALUE
------- ----------- --------
<S> <C> <C> <C>
Land and improvements..................................... $12,830 $ 535 $ 12,295
Buildings................................................. 11,490 2,726 8,764
Automotive equipment...................................... 3,974 1,002 2,972
Computer equipment........................................ 1,384 433 951
Yard equipment............................................ 1,454 874 580
Office equipment.......................................... 2,320 1,082 1,238
Leasehold improvements.................................... 225 18 207
------- ------ -------
$33,677 $ 6,670 $ 27,007
======= ====== =======
</TABLE>

F-10
<PAGE> 62

RITCHIE BROS. AUCTIONEERS INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(TABULAR DOLLAR AMOUNTS EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS)

YEARS ENDED APRIL 30, 1995, 1996 AND 1997, EIGHT MONTHS ENDED DECEMBER 31, 1997
AND
(UNAUDITED) EIGHT MONTHS ENDED DECEMBER 31, 1996

3. PAYABLES TO AFFILIATED ENTITIES:

Prior to the Reorganization, certain payables to affiliated entities were
outstanding. These payables were non-interest bearing until after demand,
unsecured and due on demand except for a payable of $222,000 which bore interest
at the U.S. Government prescribed interest rate. Included in payables to
affiliated entities at April 30, 1997 were amounts repayable in Canadian dollars
aggregating $3,500,000 (US $2,500,000).

4. CURRENT BANK LOANS:

<TABLE>
<CAPTION>
APRIL 30, APRIL 30, DECEMBER 31,
1996 1997 1997
--------- --------- ------------
<S> <C> <C> <C>
Bank loan, due on demand, bears interest at the Bank's
prime rate plus 1% and unconditionally secured by the
beneficial owners........................................ $ 903 $ 3,756 $ --
Current portion of bank term loans (note 6)................ 602 631 730
Other...................................................... 95 807 --
------ ------ ----
$ 1,600 $ 5,194 $ 730
====== ====== ====
</TABLE>

At April 30, 1997, the bank loan, which was subsequently repaid, was
repayable in Australian dollars aggregating $4,800,000.

At December 31, 1997, the Company had operating credit lines available of
in excess of $50,000,000. In addition, the Company had credit lines of
approximately $15,000,000 available to fund property acquisitions.

5. PAYABLES TO EMPLOYEES AND OTHERS:

The loans from employees payable at April 30, 1997 were due on demand,
unsecured, and bore interest at U.S. Bank prime rate plus 1/2%. Included in
payables to employees and others at April 30, 1997 were amounts repayable in
Canadian dollars aggregating $860,000 (US $610,000).

6. BANK TERM LOANS:

<TABLE>
<CAPTION>
APRIL APRIL
30, 30, DECEMBER 31,
1996 1997 1997
------ ------ ------------
<S> <C> <C> <C>
7.89% term loan, due in monthly instalments of $36,424
including interest, matured September 1, 1996............... $2,638 $ -- $ --
8.20% term loan, due in monthly instalments of $60,967
including interest, matured September 1, 1997............... 4,366 3,983 --
7.88% term loan, due in monthly instalments of $31,162
including interest, with final payment due on August 1,
2003........................................................ -- 1,872 1,720
8.75% term loan, due in monthly instalments of $60,967
including interest, with final payment due on February 1,
2004........................................................ -- -- 3,633
Other......................................................... 145 531 --
------ ------ ------
7,149 6,386 5,353
Less current portion (note 4)................................. (602) (631) (730)
------ ------ ------
$6,547 $5,755 $4,623
====== ====== ======
</TABLE>

The bank term loans are secured by deeds of trust for specific property.

F-11
<PAGE> 63

RITCHIE BROS. AUCTIONEERS INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(TABULAR DOLLAR AMOUNTS EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS)

YEARS ENDED APRIL 30, 1995, 1996 AND 1997, EIGHT MONTHS ENDED DECEMBER 31, 1997
AND
(UNAUDITED) EIGHT MONTHS ENDED DECEMBER 31, 1996

6. BANK TERM LOANS (CONTINUED):
As at December 31, 1997, principal repayments are required as follows in
the next five years (assuming that loans are renewed at equivalent rates):

The assets of the Company have been pledged by way of a floating charge
debenture against bank term loans.

7. SHARE CAPITAL:

(a) Authorized:

Unlimited number of common shares, without par value

Unlimited number of senior preferred shares, without par value, issuable in
series

Unlimited number of junior preferred shares, without par value, issuable in
series

(b) Issued:

Common Shares issued during the period ended December 31, 1997:

<TABLE>
<S> <C>
For cash, pursuant to the Employee Equity Participation Program... 497,999
On Reorganization................................................. 12,715,667
----------
Issued and outstanding, December 31, 1997.............................. 13,213,666
=========
</TABLE>

The Company has adopted a stock option plan which provides for the award of
stock options to selected employees, directors and officers of the Company and
to other persons approved by the Board of Directors or its Compensation
Committee.

At December 31, 1997, the Company had authorized 1,500,000 common shares to
be issued under the plan and had granted stock options to employees to purchase
196,333 common shares with an exercise price of $0.10 per share (see (d)). These
options are fully vested and expire no later than July 31, 2004.

(d) Employee equity participation:

Substantially all the full-time employees who were not beneficial owners of
the predecessor entities to the Company have been granted an equity interest in
the Company pursuant to the Employee Equity Participation Program by means of
issuances of common shares at a cash price of $0.10 per share or grants of stock
options having an exercise price of $0.10 per share. At December 31, 1997, the
Company had issued 497,999 common shares and granted stock options to purchase
196,333 common shares under the Program. The shares issued and options granted
have fully vested with the holders. The excess of the estimated mid-point of the
offering price

F-12
<PAGE> 64

RITCHIE BROS. AUCTIONEERS INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(TABULAR DOLLAR AMOUNTS EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS)

YEARS ENDED APRIL 30, 1995, 1996 AND 1997, EIGHT MONTHS ENDED DECEMBER 31, 1997
AND
(UNAUDITED) EIGHT MONTHS ENDED DECEMBER 31, 1996

7. SHARE CAPITAL (CONTINUED):
range of the shares proposed to be issued to the public of $15.00 over the
issuance price of the shares or the exercise price of the options granted, as
applicable in the circumstances, pursuant to the Program is considered to be
compensatory for accounting purposes and has been recorded as employee equity
participation expense in the accompanying consolidated financial statements.

(e) Offering:

The Company has filed a registration statement with the Securities and
Exchange Commission in the United States pursuant to which the Company proposes
to sell and issue up to 2,900,000 common shares (the "Offering"). For services
provided in connection with the Offering, the Company has agreed to pay the
underwriters a per share commission. In addition, the Company has granted the
underwriters an option to purchase an additional 435,000 common shares at the
initial public offering price for a period of 30 days after the date of the
related prospectus.

8. SEGMENTED INFORMATION:

The Company's principal business activities include the sale of consignment
and self-owned equipment at auctions. This business represents a single industry
segment.

Summarized information on the Company's activities generated by geographic
segment are as follows:

<TABLE>
<CAPTION>
UNITED STATES OTHER COMBINED
------------- ------- --------
<S> <C> <C> <C>
April 30, 1995:
Auction revenues...................................... $31,233 $20,093 $ 51,326
Income before income taxes............................ 6,724 4,690 11,414
Identifiable assets................................... 56,219 42,405 98,624
April 30, 1996:
Auction revenues...................................... $35,603 $29,703 $ 65,306
Income before income taxes............................ 10,835 12,740 23,575
Identifiable assets................................... 93,582 57,387 150,969
April 30, 1997:
Auction revenues...................................... $36,845 $35,341 $ 72,186
Income before income taxes............................ 8,510 16,491 25,001
Identifiable assets................................... 82,045 60,813 142,858
December 31, 1996 (Unaudited):
Auction revenues...................................... $23,835 $23,376 $ 47,211
Income before income taxes............................ 5,544 10,586 16,130
Identifiable assets................................... 46,249 36,811 83,060
December 31, 1997:
Auction revenues...................................... $32,254 $27,780 $ 60,034
Income before income taxes............................ 6,805 84 6,889
Identifiable assets................................... 53,441 17,019 70,460
</TABLE>

F-13
<PAGE> 65

RITCHIE BROS. AUCTIONEERS INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(TABULAR DOLLAR AMOUNTS EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS)

YEARS ENDED APRIL 30, 1995, 1996 AND 1997, EIGHT MONTHS ENDED DECEMBER 31, 1997
AND
(UNAUDITED) EIGHT MONTHS ENDED DECEMBER 31, 1996

9. INCOME TAXES:

Income tax expense differs from that determined by applying the United
States statutory tax rate to the Company's results of operations as follows:

<TABLE>
<CAPTION>
EIGHT MONTHS ENDED
DECEMBER 31,
YEARS ENDED APRIL 30, ----------------------
------------------------------- 1996
1995 1996 1997 ----------- 1997
------- ------- ------- (UNAUDITED) ------
<S> <C> <C> <C> <C> <C>
Statutory tax rate in the United
States.............................. 39% 39% 39% 39% 39%
======= ======= ======= ====== ======
Expected income tax expense........... $ 4,451 $ 9,194 $ 9,750 $ 6,290 $2,687
Differences:
Different tax rates in non-U.S.
jurisdictions.................... 790 (427) (411) 173 (247)
Partnership income not taxed in
Group............................ (2,829) (3,330) (3,899) (3,139) (806)
U.S. income taxed at lower graduated
rates............................ 563 (1,009) (548) (279) (128)
Other............................... -- -- 1,100 -- 91
Employee equity participation
expense not tax deductible....... -- -- -- -- 2,894
------- ------- ------- ------ ------
Actual income tax expense............. $ 2,975 $ 4,428 $ 5,992 $ 3,045 $4,491
======= ======= ======= ====== ======
</TABLE>

If all partnership income had been taxed in the Group, income taxes would
have been as follows:

<TABLE>
<CAPTION>
EIGHT MONTHS ENDED
YEARS ENDED APRIL 30, DECEMBER 31,
------------------------------- -----------------------
1995 1996 1997 1996 1997
------- ------- ------- ----------- -------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Income taxes......................... $ 5,804 $ 7,758 $ 9,891 $ 6,184 $ 5,297
------- ------- ------- ------- ------
</TABLE>

10. UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES:

The consolidated financial statements are prepared in accordance with
generally accepted accounting principles in Canada which differ, in certain
respects, from accounting practices generally accepted in the United States and
from requirements promulgated by the Securities and Exchange Commission.
Material differences to the consolidated financial statements and related notes
of the Company are as follows:

F-14
<PAGE> 66

RITCHIE BROS. AUCTIONEERS INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(TABULAR DOLLAR AMOUNTS EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS)

YEARS ENDED APRIL 30, 1995, 1996 AND 1997, EIGHT MONTHS ENDED DECEMBER 31, 1997
AND
(UNAUDITED) EIGHT MONTHS ENDED DECEMBER 31, 1996

10. UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (CONTINUED):
(a) Consolidated statements of cash flows:

United States accounting principles require the following supplementary
information be presented to a statement of cash flows:

<TABLE>
<CAPTION>
EIGHT MONTHS ENDED
YEARS ENDED APRIL 30, DECEMBER 31,
---------------------------- ----------------------
1995 1996 1997 1996 1997
------ ------ ------ ----------- ------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Interest paid............................ $1,262 $1,067 $1,068 $ 457 $1,242
Income taxes paid........................ $2,189 $3,507 $4,147 $ 4,381 $5,332
====== ====== ====== ========= ======
</TABLE>

(b) Reorganization costs:

In accordance with generally accepted accounting principles in Canada,
costs incurred with respect to the Reorganization have been charged, net of tax,
against equity. Under generally accepted accounting principles in the United
States, such amounts are required to be charged against income. Such costs have
only been incurred in the eight months ended December 31, 1997 and would have
the following effect on that period's statement of income:

<TABLE>
<CAPTION>
CANADIAN UNITED STATES
ACCOUNTING ACCOUNTING
PRINCIPLES ADJUSTMENT PRINCIPLES
---------- ---------- -------------
<S> <C> <C> <C>
Income before income taxes............................. $ 6,889 $ (434) $ 6,455
Income taxes........................................... (4,491) (919) (5,410)
---------- ---------- -------------
Net income............................................. $ 2,398 $ (1,353) $ 1,045
======== ======== ==========
</TABLE>

There would be no effect on total assets or shareholders' equity.

Basic net income per share computed in accordance with United States
generally accepted accounting principles is the same as basic net income per
share computed in accordance with Canadian generally accepted accounting
principles for all periods presented except for the eight-month period ended
December 31, 1997, for which the basic net income per share computed in
accordance with United States generally accepted accounting principles is $0.08,
as compared to $0.19 computed in accordance with Canadian generally accepted
accounting principles.

Under United States generally accepted accounting principles, diluted net
income per share is not materially different from basic net income per share.

F-15
<PAGE> 67

RITCHIE BROS. AUCTIONEERS INCORPORATED

PRO FORMA CONSOLIDATED STATEMENTS OF INCOME
(EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS)
(UNAUDITED)

<TABLE>
<CAPTION>
EIGHT MONTHS ENDED DECEMBER 31,
YEAR ENDED APRIL 30, 1997 1997
----------------------------------- -----------------------------------
COMPANY ADJUSTMENTS PRO FORMA COMPANY ADJUSTMENTS PRO FORMA
-------- ----------- ---------- -------- ----------- ----------
(NOTE 2) (NOTE 2)
<S> <C> <C> <C> <C> <C> <C>
Auction revenues...................... $ 72,186 -- $ 72,186 $ 60,034 -- $ 60,034
Direct expenses....................... (13,908) -- (13,908) (13,041) -- (13,041)
-------- -------- -------- -------- -------- --------
58,278 -- 58,278 46,993 -- 46,993
Expenses:
Depreciation........................ 2,014 -- 2,014 1,540 -- 1,540
General and administrative.......... 31,099 -- 31,099 27,414 -- 27,414
Employee equity participation....... -- -- -- 10,346 -- 10,346
-------- -------- -------- -------- -------- --------
33,113 -- 33,113 39,300 -- 39,300
-------- -------- -------- -------- -------- --------
Income from operations................ 25,165 -- 25,165 7,693 -- 7,693
Other income (expenses):
Interest expense.................... (1,081) -- (1,081) (1,380) -- (1,380)
Other............................... 917 -- 917 576 -- 576
-------- -------- -------- -------- -------- --------
(164) -- (164) (804) -- (804)
-------- -------- -------- -------- -------- --------
Income before income taxes............ 25,001 25,001 6,889 -- 6,889
Income taxes.......................... 5,992 3,899 9,891 4,491 806 5,297
-------- -------- -------- -------- -------- --------
Net income............................ $ 19,009 (3,899) $ 15,110 $ 2,398 806 $ 1,592
======== ======== ======== ======== ======== ========
Net income per share.................. $ 0.98 $ 0.10
Weighted average number of shares
outstanding (note 3)................ 15,367,467 15,610,553
======== ========
</TABLE>

See accompanying notes to pro forma consolidated financial statements.
\

F-16
<PAGE> 68

RITCHIE BROS. AUCTIONEERS INCORPORATED

NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN UNITED STATES DOLLARS)
(UNAUDITED)

YEAR ENDED APRIL 30, 1997 AND EIGHT MONTHS ENDED DECEMBER 31, 1997

1. BASIS OF PRESENTATION:

The pro forma consolidated financial statements of Ritchie Bros.
Auctioneers Incorporated (the "Company") are based upon the historical
consolidated financial statements of the Company after giving effect to the
adjustments described in note 2. These pro forma consolidated financial
statements are not necessarily indicative of the results of operations that
would have been attained had the Reorganization taken place at the beginning of
the periods presented and do not purport to be indicative of the effects that
may be expected to occur in the future.

The pro forma consolidated financial statements have been compiled from
financial information in the:

(a) audited consolidated financial statements of the Company for the year
ended April 30, 1997, and the eight months ended December 31, 1997; and

(b) the additional information set out in note 2.

The pro forma consolidated financial statements are prepared in accordance
with generally accepted accounting principles in Canada, and, except as set
forth in note 4, also comply, in all material respects with generally accepted
accounting principles in the United States. The pro forma consolidated
statements of income exclude non-recurring charges or credits directly
attributable to the transactions set out herein.

2. PRO FORMA STATEMENT OF INCOME ADJUSTMENTS:

The pro forma consolidated statements of income give effect to the
additional income taxes that would have been incurred if the Company had been
subject to income taxes based on the tax laws in effect during the respective
periods.

3. SHARE CAPITAL:

The weighted average number of shares outstanding equals the weighted
average shares outstanding as set out in the audited consolidated financial
statements of the Company, adjusted to give pro forma effect to the issuance of
2,651,800 Common Shares, being that number of shares the aggregate value of
which, when valued at $15.00 per share (the mid-point of the range of estimated
initial public offering prices set forth on the cover page of the Prospectus),
would equal the excess of the $42.2 million of drawings and dividends over net
income for the period. Per share information is presented as if the Common
Shares deemed to be issued were issued at the beginning of the periods
presented.

4. UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES:

Under accounting principles generally accepted in the United States, the
non-recurring costs incurred with respect to the Reorganization of $434,000, the
income tax benefit thereon of $56,000, and income taxes of $975,000 incurred on
the Reorganization would be charged against income in the eight months ended
December 31, 1997.

F-17
<PAGE> 69

======================================================

NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL, OR A SOLICITATION OF AN OFFER TO BUY THE COMMON SHARES, IN ANY
JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS
NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS
OF THE COMPANY SINCE THE DATE HEREOF.

------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary.................... 3
Risk Factors.......................... 9
The Reorganization.................... 14
Use of Proceeds....................... 15
Dividend Policy....................... 15
Capitalization........................ 16
Dilution.............................. 17
Selected Consolidated Financial and
Other Data.......................... 18
Management's Discussion and
Analysis of Financial Condition and
Results of Operations............... 21
Business.............................. 27
Management............................ 37
Certain Transactions.................. 39
Principal Shareholders................ 40
Description of Share Capital.......... 41
Shares Eligible for Future Sale....... 42
Tax Consequences...................... 44
Underwriting.......................... 47
Legal Matters......................... 49
Experts............................... 49
Enforceability of Certain Civil
Liabilities......................... 49
Additional Information................ 50
Index to Financial Statements......... F-1
</TABLE>

------------------

UNTIL , 1998 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS EFFECTING TRANSACTIONS IN THE COMMON SHARES, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS DELIVERY REQUIREMENT IS IN ADDITION TO THE OBLIGATIONS OF DEALERS TO
DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR
UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
======================================================
======================================================

2,900,000 SHARES

LOGO

RITCHIE BROS.
AUCTIONEERS
INCORPORATED

COMMON SHARES

----------------
PROSPECTUS
----------------

MERRILL LYNCH & CO.
FURMAN SELZ
MORGAN STANLEY DEAN WITTER

, 1998
======================================================
<PAGE> 70

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the fees and expenses, other than
underwriting commissions, payable by the Registrant in connection with the
offering described in this Registration Statement. All the expenses are
estimates, except the Securities and Exchange Commission registration fee and
the NASD filing fee.

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee...................... $ 16,170
NASD filing fee.......................................................... 5,500
New York Stock Exchange listing fee...................................... 124,850
Printing and engraving expenses.......................................... 120,000
Legal fees and expenses.................................................. 300,000
Accounting fees and expenses............................................. 200,000
Transfer Agent and Registrar fees........................................ 2,000
Miscellaneous expenses................................................... 81,480
-------
Total.................................................................... $850,000
=======
</TABLE>

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 124 of the Canada Business Corporations Act, as amended, provides
as follows:

"(1) Indemnification. Except in respect of an action by or on behalf of the
corporation or body corporate to procure a judgment in its favor, a corporation
may indemnify a director or officer of the corporation, a former director or
officer of the corporation or a person who acts or acted at the corporation's
request as a director or officer of a body corporate of which the corporation is
or was a shareholder or creditor, and his heirs and legal representatives,
against all costs, charges and expenses, including an amount paid to settle an
action or satisfy a judgment, reasonably incurred by him in respect of any
civil, criminal or administrative action or proceeding to which he is made a
party by reason of being or having been a director or officer of such
corporation or body corporate, if

(a) he acted honestly and in good faith with a view to the best
interests of the corporation; and

(b) in the case of a criminal or administrative action or proceeding
that is enforced by a monetary penalty, he had reasonable grounds for
believing that his conduct was lawful.

(2) Indemnification in Derivative Action. A corporation may with the
approval of a court indemnify a person referred to in sub-section (1) in respect
of an action by or on behalf of the corporation or body corporate to procure a
judgment in its favor, to which he is made a party by reason of being or having
been a director or an officer of the corporation or body corporate, against all
costs, charges and expenses reasonably incurred by him in connection with such
action if he fulfills the conditions set out in paragraphs (1)(a) and (b).

(3) Indemnity as of Right. Notwithstanding anything in this section, a
person referred to in subsection (1) is entitled to indemnity from the
corporation in respect of all costs, charges and expenses reasonably incurred by
him in connection with the defense of any civil, criminal or administrative
action or proceeding to which he is made a party by reason of being or having
been a director or officer of the corporation or body corporate, if the person
seeking indemnity

(a) was substantially successful on the merits in his defense of the
action or proceeding; and

(b) fulfills the conditions set out in paragraphs (1)(a) and (b).

II-1
<PAGE> 71

(4) Directors' and Officers' Insurance. A corporation may purchase and
maintain insurance for the benefit of any person referred to in subsection (1)
against any liability incurred by him

(a) in his capacity as a director or officer of the corporation,
except where the liability relates to his failure to act honestly and in
good faith with a view to the best interests of the corporation; or

(b) in his capacity as a director or officer of another body corporate
where he acts or acted in that capacity at the corporation's request,
except where the liability relates to his failure to act honestly and in
good faith with a view to the best interests of the body corporate.

(5) Application to Court. A corporation or a person referred to in
subsection (1) may apply to a court for an order approving an indemnity under
this section and the court may so order and make any further order it thinks
fit.

(6) Notice to Director. An applicant under subsection (5) shall give the
Director notice of the application and the Director is entitled to appear and be
heard in person or by counsel.

(7) Other Notice. On an application under subsection (5), the court may
order notice to be given to any interested person and such person is entitled to
appear and be heard in person or by counsel."

Sections 5 and 6 of By-Law No. 1 of the Company provide as follows:

"5. Indemnification of Directors and Officers. The Company shall indemnify
a director or officer of the Company, a former director or officer of the
Company or a person who acts or acted at the Company's request as a director or
officer of a body corporate of which the Company is or was a shareholder or
creditor, and his heirs and legal representatives to the extent permitted by the
Canada Business Corporations Act.

6. Indemnity of Others. Except as otherwise required by the Canada Business
Corporations Act and subject to paragraph 5, the Company may from time to time
indemnify and save harmless any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the Company) by reason of the fact that he is or
was an employee or agent of the Company, or is or was serving at the request of
the Company as a director, officer, employee, agent of or participant in another
body corporate, partnership, joint venture, trust or other enterprise, against
expenses (including legal fees), judgments, fines and any amount actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted honestly and in good faith with a view to the best interests of the
Company and, with respect to any criminal or administrative action or proceeding
that is enforced by a monetary penalty, had reasonable grounds for believing
that his conduct was lawful. The termination of any action, suit or proceeding
by judgment, order, settlement or conviction shall not, of itself, create a
presumption that the person did not act honestly and in good faith with a view
to the best interests of the Company and, with respect to any criminal or
administrative action or proceeding that is enforced by a monetary penalty, had
no reasonable grounds for believing that his conduct was lawful."

The Company carries liability insurance which provides for coverage for
officers and directors of the Company and its subsidiaries, subject to a
deductible for executive indemnification.

In addition, the Company intends to enter into separate Indemnification
Agreements with each of the Company's officers and directors listed in this
Registration Statement, which Agreements will provide for indemnification of the
director or officer against certain expenses, judgments, fines and amounts
incurred by each officer or director in connection with certain threatened,
pending or completed actions, suits or proceedings.

Insofar as indemnification for liabilities arising under the United States
Securities Act of 1933, as amended (the "Securities Act"), may be permitted to
directors, officers or persons controlling the Registrant pursuant to the
foregoing provisions, the Registrant has been informed that in the opinion of
the United States Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.

II-2
<PAGE> 72

ITEM 15. RECENT SALE OF UNREGISTERED SECURITIES

During the last three years, the Registrant has sold securities without
registration under the Securities Act in the following transactions:

(1) On July 31, 1997, the Registrant issued to 34 individuals a total of
386,000 Common Shares, each for a price of $0.10 per share. These shares were
issued in consideration of these individuals' services to certain of the
Registrant's predecessor entities and are exempt from registration under Rule
903 of the Securities Act.

(2) On December 10, 11 and 12, 1997, the Registrant issued to 28
individuals and entities a total of 12,715,667 Common Shares in exchange for the
shares of the Registrant's predecessor entities. These shares were issued under
Section 4(2) and Rule 903 of the Securities Act.

(3) On December 30, 1997, the Registrant issued to 126 individuals a total
of 111,999 Common Shares, each for a price of $0.10 per share. These shares were
issued in consideration of these individuals' services to the Registrant and
certain of its predecessor entities and are exempt from registration under Rule
903 of the Securities Act.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
------------- -----------
<C> <S>
* 1 Form of Purchase Agreement
* 3.1 Articles of Amalgamation
* 3.2 By-laws
* 4 Form of Common Share Certificate
* 5 Opinion of McCarthy Tetrault, as to the legality of the
securities being registered
* 8.1 Opinion of McCarthy Tetrault, as to Canadian tax matters
(included in the legal opinion filed as Exhibit 5)
8.2 Opinion of Perkins Coie, as to United States tax matters
* 10.1 1997 Stock Option Plan, as amended
* 10.2 Form of Indemnity Agreement for directors and officers
11 Statement regarding computation of per share earnings
21 Subsidiaries of the Registrant
* 23.1 Consent of McCarthy Tetrault (included in the legal opinion
filed as Exhibit 5)
23.2 Consent of Perkins Coie (included in the legal opinion filed
as Exhibit 8)
23.3 Consent of KPMG (contained on page II-6)
* 24 Powers of Attorney
</TABLE>

- ---------------

* Previously filed.

(b) FINANCIAL STATEMENT SCHEDULES

The financial statement schedules are omitted because they are inapplicable
or the requested information is shown in the consolidated financial statements
of the Registrant or related notes thereto.

ITEM 17. UNDERTAKINGS

(1) The undersigned Registrant hereby undertakes to provide to the
Underwriters at the closing specified in the Underwriting Agreement,
certificates in such denominations and registered in such names as required by
the Underwriters to permit prompt delivery to each purchaser.

(2) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that, in the opinion of the Securities and Exchange Commission,
such

II-3
<PAGE> 73

indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

(3) The undersigned Registrant hereby undertakes that:

(a) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b) (1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.

(b) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

II-4
<PAGE> 74

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-1 and has duly caused this Amendment No. 2 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Richmond, Province of British
Columbia, on March 2 , 1998.

RITCHIE BROS. AUCTIONEERS INCORPORATED

By: /s/ C. RUSSELL CMOLIK
-------------------------------------
C. Russell Cmolik
President and Chief Operating Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement has been signed by the following persons in
the capacities indicated on March 2 , 1998.

<TABLE>
<C> <S>
DAVID E. RITCHIE* Chairman and Chief Executive Officer
- ----------------------------------------------------- (principal executive officer)
David E. Ritchie

/s/ C. RUSSELL CMOLIK Director, President and Chief Operating
- ----------------------------------------------------- Officer
C. Russell Cmolik

PETER J. BLAKE* Director, Vice President Finance and
- ----------------------------------------------------- Chief Financial Officer (principal financial
Peter J. Blake and accounting officer)

KENNETH D. ASBURY* Authorized Representative in the United
- ----------------------------------------------------- States
Kenneth D. Asbury

By: /s/ C. RUSSELL CMOLIK
- -----------------------------------------------------
C. Russell Cmolik
Attorney-in-Fact*
</TABLE>

II-5
<PAGE> 75

CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS

We consent to the use of our report included herein and to the reference to
our firm under the captions "Selected Consolidated Financial and Other Data" and
"Experts".

Richmond, Canada /s/ KPMG

March 2, 1998 Chartered Accountants

II-6
<PAGE> 76

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------
<C> <S>
*1 Form of Purchase Agreement
*3.1 Articles of Amalgamation
*3.2 By-laws
*4 Form of Common Share Certificate
*5 Opinion of McCarthy Tetrault, as to the legality of the
securities being registered
*8.1 Opinion of McCarthy Tetrault, as to Canadian tax matters
(included in the legal opinion filed as Exhibit 5)
8.2 Opinion of Perkins Coie, as to United States tax matters
*10.1 1997 Stock Option Plan, as amended
*10.2 Form of Indemnity Agreement for directors and officers
11 Statement regarding computation of per share earnings
21 Subsidiaries of the Registrant
*23.1 Consent of McCarthy Tetrault (included in the legal opinion
filed as Exhibit 5)
23.2 Consent of Perkins Coie (included in the legal opinion filed
as Exhibit 8)
23.3 Consent of KPMG (contained on page II-6)
*24 Powers of Attorney
</TABLE>

- ---------------

* Previously Filed

<PAGE> 1
EXHIBIT 8.2

PERKINS COIE
A LAW PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
1211 SOUTHWEST FIFTH AVENUE, SUITE 1500 -- PORTLAND, OREGON 97204-3715
TELEPHONE: 503 727-2000 -- FACSIMILE: 503 727-2222

March 2, 1998

Ritchie Bros. Auctioneers Incorporated
9200 Bridgeport Road
Richmond, British Columbia V6X 1S1
Canada

RE: REGISTRATION STATEMENT ON FORM F-1
(FILE NO. 333-36457)

Dear Sirs:

We have acted as special tax counsel to Ritchie Bros. Auctioneers
Incorporated, a corporation incorporated under the federal laws of Canada (the
"Company"), in connection with the Registration Statement on Form F-1 (File No.
333-36457) (as amended, the "Registration Statement") filed by the Company under
the Securities Act of 1933, as amended (the "Securities Act"), and the rules and
regulations promulgated thereunder (the "Rules") with the Securities and
Exchange Commission in connection with a proposed underwritten public offering
of up to 3,335,000 Common Shares of the Company. You have asked us to render
this opinion regarding certain U.S. federal income tax matters relating to
certain U.S. Holders (as defined below) who hold the Common Shares as capital
assets. Capitalized terms used but not defined herein shall have the same
meaning as in the Registration Statement.

In this connection, we have examined such certificates, agreements,
records, and other documents as we have deemed relevant and necessary as a basis
for this opinion. We have assumed, with your permission and without independent
investigation, (i) the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as photostatic or facsimile copies, and the
authenticity of the originals of such copies, (ii) the accuracy of the factual
representations made to us by officers and other representatives of the Company,
whether evidenced by certificates or otherwise, and (iii) that all actions
contemplated by the Registration Statement have

<PAGE> 2

Ritchie Bros. Auctioneers Incorporated
Page 2

been and will be carried out only in the manner described therein. If any of
these facts or assumptions are not correct or if any additional information
pertaining to this matter becomes known to you, please contact us as soon as
possible as our advice may be affected by such changes in facts or assumptions
or new information.

Our opinion set forth below fairly describes the material U.S. federal
income consequences, as of the date hereof, of the acquisition, ownership, and
disposition of the Common Shares generally applicable to a "U.S. Holder." As
used herein, the term "U.S. Holder" means a beneficial owner of Common Shares
who or that is for U.S. federal income tax purposes (i) a citizen or individual
resident of the United States, (ii) a corporation or partnership created or
organized in or under the laws of the United States or any political subdivision
thereof, (iii) an estate, the income of which is subject to U.S. federal income
taxation regardless of its source, or (iv) a trust, if both (A) a U.S. court is
able to exercise primary supervision over the administration of the trust, and
(B) one or more U.S. persons have the authority to control all substantial
decisions of the trust.

Our opinion is not exhaustive of all possible income tax considerations
and is not intended to be, nor should it be construed to be, legal or tax advice
to any particular U.S. Holder. Our opinion does not address potential tax
considerations relevant to the Company or tax considerations that depend upon
circumstances specific to a purchaser of Common Shares. In addition, our opinion
does not address the tax consequences that may be relevant to particular
investors subject to special treatment under certain U.S. federal income tax
laws, such as any U.S. Holder who owns, directly or indirectly, 10% or more of
the total combined voting power of all classes of stock of the Company, dealers
in securities, tax-exempt entities, banks, insurance companies and non-U.S.
Holders. Accordingly, investors should consult their own independent tax
advisors for advice with respect to their particular circumstances.

Based on the foregoing, and subject to the assumptions and
qualifications set forth herein, we are of the opinion that:

1. Dividends paid on the Common Shares will be taxable to a U.S. Holder
as ordinary income to the extent of the current or accumulated earnings and
profits of Ritchie Bros. (as determined for U.S. federal income tax purposes).
Any distribution by Ritchie Bros. in excess of its current and accumulated
earnings and profits will be treated first as a return of capital which will
reduce the U.S. Holder's adjusted basis in

<PAGE> 3
Ritchie Bros. Auctioneers Incorporated
Page 3

the Common Shares (but not below zero). To the extent such a distribution
exceeds the U.S. Holder's adjusted basis in the Common Shares, the distribution
will constitute gain from the sale or exchange of property. Dividends received
on the Common Shares by a corporate holder generally will not be eligible for
the dividends received deduction.

2. In the case of U.S. Holders who are not residents of Canada, the
Canada-United States Income Tax Convention (1980), as amended (the
"Convention"), provides that dividends received in respect of the Common Shares
generally will be subject to a 15% Canadian withholding tax. For U.S. federal
income tax purposes, the gross amount of a distribution with respect to Common
Shares will include the amount of any Canadian federal income tax withheld.
Subject to the limitations set forth in the United States Internal Revenue Code
of 1986, as amended (the "Code"), as modified by the Convention, including
certain minimum holding period requirements, U.S. Holders may elect to claim a
foreign tax credit against their U.S. federal income tax liability for Canadian
income tax withheld from dividends paid in respect of Common Shares. Dividends
on the Common Shares generally will be foreign source "passive income" for U.S.
foreign tax credit purposes. U.S. Holders that do not elect to claim a foreign
tax credit in respect of any foreign taxes paid in a taxable year may instead
claim a deduction for Canadian income tax withheld in respect of the Common
Shares for the taxable year.

3. If a dividend is paid in Canadian dollars, the amount includible in
income will be the U.S. dollar value of the Canadian dollars distributed, as
determined on the date of receipt by the U.S. Holder, or by a nominee, custodian
or other agent of such holder, regardless of whether the payment is in fact
converted into U.S. dollars. A U.S. Holder will have a tax basis in such
Canadian dollars for U.S. federal income tax purposes equal to their U.S. dollar
value on the date of receipt. Any subsequent gain or loss in respect of such
Canadian dollars arising from exchange rate fluctuations will be ordinary income
or loss.

4. Any gain or loss on the sale or exchange of the Common Shares (which
generally would include the receipt of property in a liquidating distribution)
generally will be treated as capital gain or loss. Under recently enacted
legislation, an individual U.S. Holder generally will be subject to tax on the
net amount of his or her capital gain realized on the sale or exchange of the
Common Shares at a maximum rate of (i) 28% for Common Shares held for more than
one year but not more than eighteen months, (ii) 20% for Common Shares held for
more than eighteen months and (iii)

<PAGE> 4
Ritchie Bros. Auctioneers Incorporated
Page 4

provided that the holding period for such
shares begins after December 31, 2000, 18% for Common Shares held for more than
five years. Special rules (and generally lower maximum rates) apply for
individuals whose taxable income is below certain levels. Gain realized by a
U.S. Holder on the sale or other disposition of the Common Shares generally will
be treated as income from sources within the United States for purposes of
applicable foreign tax credit limitations, unless the gain is attributable to an
office or fixed place of business maintained by the holder outside the United
States and certain other conditions are met.

5. Capital loss realized by a noncorporate U.S. Holder is allowable as
an offset against capital gain and up to $3,000 of ordinary income. Capital loss
realized by a corporate U.S. Holder is allowable as an offset only against
capital gain. Capital loss not utilized in any taxable year by a noncorporate
U.S. Holder may be carried forward indefinitely and used to offset capital gain
and up to $3,000 of ordinary income in any future taxable year; capital loss not
utilized by a corporate U.S. Holder must first be carried back and applied
against gain in the three years preceding the year of the sale giving rise to
the loss, and then may be carried forward to the five taxable years subsequent
to the year of such sale.

6. A U.S. Holder may be subject to backup withholding at the rate of 31%
with respect to certain payments to such holder, such as the proceeds of a sale,
redemption or other disposition of Common Shares (and in certain situations,
dividends thereon), unless such holder (i) is a corporation or comes within
certain other exempt categories and, when required, demonstrates that fact, or
(ii) provides a correct taxpayer identification number, certifies as to no loss
of exemption from backup withholding, and otherwise complies with applicable
requirements. In addition, such payments, including dividends, may be subject to
information reporting. A U.S. Holder who does not provide Ritchie Bros. with the
holder's correct taxpayer identification number may be subject to penalties. Any
amount of backup withholding may be credited against the holder's U.S. federal
income tax liability and may entitle such holder to a refund, provided that the
required information is furnished to the Internal Revenue Service.

7. Purchasers of the Common Shares may be required to pay stamp taxes
and other charges, if any, in accordance with the laws and practices of the
locality of purchase in addition to the initial public offering price of the
Common Shares.

<PAGE> 5
Ritchie Bros. Auctioneers Incorporated
Page 5

The opinions expressed herein are based on provisions of the Code,
applicable United States Treasury Department Regulations, published
administrative positions and judicial decisions, all existing as of the date
hereof, and upon certain representations made by officers of the Company, some
of which relate to anticipated future factual matters and circumstances. Changes
in existing laws or regulations or their interpretation may occur, and such
changes may be retroactive and affect the opinions expressed herein.
Additionally, anticipated future factual matters and circumstances may not in
fact occur.

We call your attention to the fact that U.S. persons owning shares of a
"passive foreign investment company" ("PFIC") are subject to a special U.S.
federal income tax regime with respect to certain distributions received from
the PFIC and with respect to gain from the sale or other disposition of PFIC
shares. For U.S. federal income tax purposes, a non-U.S. corporation is a PFIC
for any taxable year if either (a) 75% or more of its gross income consists of
"passive income", or (b) 50% or more of the average value of its assets consist
of assets that produce, or are held for the production of, "passive income."
"Passive income" for this purpose generally includes dividends, interest, rents,
and gains from commodities and securities transactions.

If the Company is a PFIC for any taxable year, U.S. Holders generally
would, upon certain distributions by the Company or upon a sale or other
disposition by such holder of Common Shares (including a pledge of such shares),
be treated as if the distribution or gain had been recognized ratably over the
U.S. Holder's holding period for the Common Shares during which the Company was
a PFIC, and such holder would be liable for (i) tax thereon, computed at the
highest applicable rate in effect for such holder for each year to which such
distribution or gain was allocated and (ii) an interest charge on the deemed
deferral of such tax, unless such holder elects, generally for the first taxable
year for which shares of the PFIC are held, either (a) to be taxed currently on
a pro rata portion of the Company's ordinary earnings and net capital gain,
whether or not such income was distributed in the form of dividends or otherwise
(and the Company made available certain information required for such election)
(the "qualified electing fund" election), or (b) if the Common Shares are
"regularly traded" within the meaning of the Code, to include in income each
year an amount equal to the excess, if any, of (x) the fair market value of the
Common Shares as of the close of the tax year over (y) the adjusted tax basis
(increased by amounts includable in income in prior periods as a result of
having made such election) of the holder in its Common Shares ("mark-to-market
gains") and to deduct, to the extent of

<PAGE> 6
Ritchie Bros. Auctioneers Incorporated
Page 6

any net previously included mark-to-market gains, the amount of any shortfall in
respect thereof (the "mark-to-market" election). In the event either of such
elections is timely made, a U.S. Holder generally will not be treated as a
holder of stock of a PFIC for any of the Company's years for which the Company
is not a PFIC.

Due to the factual nature of the matter, we are unable to render an
opinion on whether Ritchie Bros. or any of its subsidiaries is or will be
treated as a PFIC. We understand, however, that you have consulted with your
accountants KPMG regarding the amount of passive income taken into gross income
and the valuation of assets for purposes of this matter and based on the passive
income amounts and the valuations and advice rendered by them, you have
concluded that neither Ritchie Bros. nor any of its subsidiaries is or will be
treated as a PFIC. You have advised us that the Company will take reasonable
steps to minimize accumulation of passive assets and passive income earnings and
that, if the Company determines that it has become a PFIC, within two months
after the end of each of its taxable years it will supply all information and
statements that a U.S. Holder making a qualified electing fund election is
required to obtain for U.S. federal income tax purposes and will take any other
reasonable steps necessary to facilitate such election.

In giving the opinions expressed herein, we express no opinion as to the
laws of any jurisdiction other than the federal income tax laws of the United
States.

We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to our firm in the Prospectus made
part of the Registration Statement under the captions "Tax Consequences --
United States Federal Income Tax Consequences" and "Legal Matters." In giving
such consent, we do not hereby admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act or related
Rules. This Consent may be incorporated by reference in any amendment to the
Registration Statement filed pursuant to Rule 462(b) of Regulation C under the
Securities Act.

Very truly yours,

/s/ PERKINS COIE

<PAGE> 1

EXHIBIT 11

RITCHIE BROS. AUCTIONEERS INCORPORATED

STATEMENT OF COMPUTATION OF PER SHARE EARNINGS
(U.S. DOLLARS IN THOUSANDS, EXCEPT NUMBER OF SHARES AND PER SHARE DATA)
<TABLE>
<CAPTION>

Eight Months Ended
Fiscal Year Ended April 30, December 31,
------------------------------------------------------------------- ------------------------
1993 1994 1995 1996 1997 1996 1997
----------- ----------- ----------- ----------- ----------- ----------- ----------
HISTORICAL DATA (unaudited)
<S> <C> <C> <C> <C> <C> <C> <C>

Net Income ............... $ 10,804 $ 14,282 $ 8,439 $ 19,147 $ 19,009 $ 13,085 $ 2,398
Net income per share (1) . $ 0.85 $ 1.12 $ 0.66 $ 1.51 $ 1.49 $ 1.03 $ 0.19
U.S. GAAP--Net income (2) $ 10,804 $ 14,282 $ 8,439 $ 19,147 $ 19,009 $ 13,085 $ 1,045
U.S. GAAP--Net income
per share (1) ......... $ 0.85 $ 1.12 $ 0.66 $ 1.51 $ 1.49 $ 1.03 $ 0.08
Weighted average shares
outstanding ........... 12,715,667 12,715,667 12,715,667 12,715,667 12,715,667 12,715,667 12,958,753

PRO FORMA DATA
Net income ............... $ 15,511 $ 1,592
Net income per share (3) . $ 0.98 $ 0.10
Weighted average shares
outstanding (1) ....... 15,367,467 15,610,553
</TABLE>

- ----------
(1) Historical net income per share for all periods presented has been
calculated based on the weighted average number of shares outstanding after
giving retroactive effect to the 12,715,667 Common Shares issued in
connection with the Reorganization as if they had been issued at the
beginning of the earliest period presented. Pro forma weighted average
shares outstanding is based upon the historical weighted average number of
shares outstanding, adjusted to give pro forma effect to the issuance of
2,651,800 Common Shares, being that number of shares the aggregate value of
which, when valued at $15.00 per share (the mid-point of the range of
estimated initial public offering prices set forth on the cover page of the
Prospectus), would equal the excess of the $42.2 million of drawings and
dividends over net income for the eight-month period ended December 31,
1997. Per share information is presented as if the Common Shares deemed to
be issued were issued at the beginning of the periods presented. Diluted
net income per share is not materially different from basic net income per
share when both are computed under either U.S. GAAP or Canadian GAAP.

(2) Net income under U.S. GAAP for the eight-month period ended December 31,
1997 reflects restructuring expenses and taxes of $1.4 million incurred in
connection with the Reorganization (which is reflected under Canadian GAAP
as a reduction to shareholders' equity in the Company's consolidated
financial statements).

(3) Pro forma net income per share computed under U.S. GAAP is not materially
different from pro forma net income per share computed under Canadian GAAP.

<PAGE> 1

EXHIBIT 21

RITCHIE BROS. AUCTIONEERS INCORPORATED
SUBSIDIARY CORPORATIONS (DIRECT AND INDIRECT)

NAME JURISDICTION OF INCORPORATION

Ritchie Bros. Holdings, Inc. Washington State
Ritchie Bros. Auctioneers (America) Inc. Washington State
Ritchie Bros. Properties Inc. Washington State
Ritchie Bros. Auctioneers de Mexico S de KL de CV Mexico
Ritchie Bros. Auctioneers de Mexico Services
S de RL de CV Mexico
Ritchie Bros. Holdings Ltd. (formerly known as Canada
85903 Holdings Ltd.)
Ritchie Bros. Auctioneers (Canada) Ltd. Canada
Ritchie Bros. Properties Ltd. Canada
Ritchie Bros. Auctioneers (Japan) Ltd. Province of British Columbia
Ritchie Bros. Auctioneers (Overseas) Ltd. Province of British Columbia
Ritchie Bros. Auctioneers Limited Cyprus
Ritchie Bros. Holdings BV The Netherlands
Ritchie Bros. Auctioneers BV The Netherlands
Ritchie Bros. Properties BV The Netherlands
Ritchie Bros. Auctioneers GmbH Germany
Ritchie Bros. Auctioneers France SARL France
Bridgeport Agencies Inc. Washington State
Ritchie Bros. Auctioneers Ltd. Province of British Columbia
Ritchie Bros. Mexico (#3) Ltd. Province of British Columbia
Six Mile Lake Logging Ltd. Province of British Columbia
E.H.B. Auctions Ltd. Province of British Columbia
M.E.P. Auctions Ltd. Province of British Columbia
M.G.R. Auctions Ltd. Province of British Columbia
Bridgeport Agencies Ltd. Province of British Columbia
Ritchie Bros. Auctioneers (International) Ltd. Province of British Columbia
Ritchie Bros. Investments Inc. Washington State
Ritchie Bros. Holdings Pty. Ltd. Australia
Ritchie Bros. Auctioneers Pty. Ltd. Australia
Ritchie Bros. Properties Pty. Ltd. Australia