BFI Canada Ltd.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- section 2.8 of NI 44-101 -- notice of intention to be qualified to file a short form prospectus -- abridgement of 10-day period to facilitate timely listing on NYSE -- issuer is a successor issuer under NI 44-101 through conversion from an income fund to a share corporation -- relief granted as disclosure regarding the predecessor issuer is effectively the disclosure of the successor issuer -- predecessor issuer was qualified to file a short form prospectus and had several years of reporting issuer history

Applicable Legislative Provisions

National Instrument 44-101 Short Form Prospectus Distributions, ss. 2.8(1), 8.1.

October 10, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO

(the Jurisdiction)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

BFI CANADA LTD.

(the Filer)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) for relief pursuant to section 8.1 of National Instrument 44-101 Short Form Prospectus Distributions (NI 44-101) from the requirement to file a notice declaring its intention to be qualified to file a short form prospectus at least 10 business days prior to the filing of its first preliminary short form prospectus after the notice (the Exemption Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission is the principal regulator for this application; and

(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 -- Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador (the Passport Jurisdictions).

Interpretation

Defined terms contained in National Instrument 14-101 -- Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Filer:

1. The Filer was incorporated under the laws of Ontario under the name 1768248 Ontario Limited on May 5, 2008. On September 30, 2008, 1768248 Ontario Limited changed its name to BFI Canada Ltd.

2. The head and registered office of the Filer is located at 135 Queens Plate Drive, Suite 300, Toronto, Ontario, M9W 6V1.

3. The Filer became a reporting issuer in each of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador following the completion on October 1, 2008 of the conversion (the Conversion) of BFI Canada Income Fund (the Fund) to a corporate structure by way of a plan of arrangement.

4. The Filer is not, to its knowledge, in default of its reporting issuer obligations under the Legislation or the securities legislation of the Passport Jurisdictions.

5. The authorized share capital of the Filer consists of an unlimited number of common shares (the Common Shares), an unlimited number of special shares (the Special Shares) and an unlimited number of preferred shares (the Preferred Shares) issuable in series. As of October 6, 2008, the Filer had 57,568,637 Common Shares, 11,137,744 Special Shares and no Preferred Shares outstanding.

6. The Filer's Common Shares are listed on the Toronto Stock Exchange (the TSX) and the Filer intends to apply to have the Common Shares listed on the New York Stock Exchange (the NYSE).

7. In order to apply to have the Common Shares listed on the NYSE, BFI Canada must register the Common Shares under the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act).

8. The Filer intends to file a preliminary base shelf prospectus (the Preliminary Base Shelf Prospectus) relating to the offering, during the 25 month period that the final version of such prospectus (the Final Base Shelf Prospectus) remains effective, of Common Shares, debt securities and warrants (the Offered Securities) with the Ontario Securities Commission, as principal regulator, and, upon such filing, will contemporaneously file registration statements (a) on Form F-10 (the Form F-10) with the United States Securities and Exchange Commission (the SEC) to register the Offered Securities under the U.S. Securities Act of 1933, as amended, and (b) on Form 8-A (the Form 8-A) with the SEC to register the outstanding Common Shares under the Exchange Act.

9. Following the receipt of regulatory approvals in respect of the Form F-10 and Form 8-A, the Filer will file the Final Base Shelf Prospectus and the Form F-10 and the Form 8-A would then become effective.

10. When the Company's Form 8-A is declared effective, the Common Shares will be listed on the NYSE and the Common Shares will be registered under Section 12(b) of the Exchange Act.

11. On October 3, 2008, the Filer, in anticipation of the filing of the Preliminary Base Shelf Prospectus, filed a notice of intention to be qualified to file a short form prospectus. In the absence of the Exemption Sought, the Filer will not be qualified to file the Preliminary Base Shelf Prospectus until October 20, 2008 (the Permitted Filing Date).

12. The Fund was a limited purpose trust established under the laws of the Province of Ontario by a declaration of trust dated February 28, 2002, as amended and restated on April 15, 2002 and January 21, 2005, and further amended by a first supplemental indenture dated October 6, 2005 and a second supplemental indenture dated January 1, 2006.

13. The Fund was a reporting issuer in each of Passport Jurisdictions until the completion on October 1, 2008 of the Conversion and at the time of the Conversion, the Fund was not, to its knowledge, in default of its reporting obligations under the Legislation or the securities legislation of the Passport Jurisdictions.

14. The Fund was qualified to file a prospectus in the form of a short form prospectus pursuant to section 2.2 of NI 44-101. The Fund was not required to file a notice of intention pursuant to subsection 2.8(1) of NI 44-101 by virtue of subsection 2.8(4) of NI 44-101.

15. The Fund's Conversion from a unit trust structure to a share corporation was subject to unitholder and other approvals and was undertaken pursuant to a statutory plan of arrangement under the Ontario Business Corporations Act (the OBCA) that was approved by unitholders at a special meeting held on September 25, 2008. An information circular was required to be prepared in connection with the Conversion.

16. On October 1, 2008, the Conversion was completed in accordance with the OBCA and the Legislation.

17. The Filer is a "successor issuer" to the Fund as defined in NI 44-101 and is eligible to make use of the exemption provided under section 2.7(2) of NI 44-101 to qualify to file a prospectus in the form of a short form prospectus.

18. Pursuant to the qualification criteria set forth in section 2.2 of NI 44-101, the Filer is qualified to file a short form prospectus on the basis that it satisfies the requirements of section 2.2 of NI 44-101 and can make use of the exemption provided under section 2.7(2) of NI 44-101 to qualify to file a prospectus in the form of a short form prospectus.

19. Notwithstanding section 2.2 of NI 44-101, section 2.8(1) of NI 44-101 provides that an issuer is not qualified to file a short form prospectus unless it has filed a notice declaring its intention to be qualified to file a short form prospectus at least 10 business days prior to the issuer filing its first preliminary short form prospectus.

20. The Filer will not satisfy the requirement in section 2.8(1) of NI 44-101 by October 14, 2008, and will not be qualified to file the Preliminary Base Shelf Prospectus at that time, unless the Exemption Sought is granted.

21. The Filer is otherwise qualified to file a short form prospectus as successor to the Fund for all other purposes of NI 44-101.

22. Prior to the Conversion, the Fund was a substantial issuer and was qualified to file a short form prospectus, and shareholders of the Filer (who were, immediately prior to the Conversion, unitholders of the Fund) have the benefit of access to the substantial historical continuous disclosure of the Fund, the predecessor to the Filer. As the Filer does not have an independent public disclosure record and its continuous disclosure record is that of the Fund, there is no continuous disclosure review interest with respect to the Filer that would be impacted if the Exemption Sought were granted.

23. If the Filer's qualification to file the Preliminary Base Shelf Prospectus is delayed until the Permitted Filing Date, the listing of the Common Shares on the NYSE will similarly be delayed.

24. The Filer has represented that the timely listing of the Common Shares on the NYSE is imperative given the current state of the markets and that such listing would significantly improve its ability to access capital in the U.S. markets and to attract increased investment in the Common Shares, allowing it to fund its future growth plans.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that the Exemption Sought is granted.