Securities Law & Instruments


MutualReliance Review System for Exemptive Relief Applications - Decisiondeclaring corporation to be no longer a reporting issuer followingthe acquisition of all of its outstanding securities by anotherissuer.

ApplicableOntario Statutory Provisions

SecuritiesAct, R.S.O. 1990, c.S.5, as am., s.83.














1.WHEREAS the local securities regulatory authorityor regulator (the "Decision Makers") in each of the Provincesof Alberta, Saskatchewan, Ontario, Québec, Nova Scotiaand Newfoundland and Labrador (the "Jurisdictions") has receivedan application from Versacold Corporation ("Versacold"), VersacoldHoldings Corp. ("Holdings") and Versacold Group Limited Partnership(the "Partnership"), for a decision under the securities legislationof the Jurisdictions (the "Legislation") that Versacold, Holdings,and the Partnership be deemed to have ceased to be reportingissuers under the Legislation.

2. ANDWHEREAS pursuant to the Mutual Reliance Review Systemfor Exemptive Relief Applications (the "System") the Alberta SecuritiesCommission is the principal regulator for this application;

3.AND WHEREAS Versacold, Holdings and the Partnershiprepresented to the Decision Makers that:

3.1Versacold is a company incorporated under the laws of BritishColumbia with its head office in Vancouver, British Columbia;

3.2Versacold is currently a reporting issuer or the equivalent inAlberta, Saskatchewan, Ontario, Québec, Nova Scotia andNewfoundland and Labrador, and is not in default of any requirementsof the Legislation;

3.3the authorized capital of Versacold consists of 50,000,000 commonshares (the "Versacold Common Shares"), 50,000,000 non-votingcommon shares and 20,000,000 preferred shares, issuable in series,of which there are currently outstanding 7,425,605 Versacold CommonShares, 2,475,000 non-voting common shares and 1,000 preferredshares, series 1;

24 the Partnership is a limited partnership formed under the lawsof the province of British Columbia with its head office in Vancouver,British Columbia;

25 there are presently authorized a class of limited partnershipunits designated as "Class A Limited Partnership Units" and aclass designated as "Class B Limited Partnership Units", of whichthere are currently 2,475,000 Class B Limited Partnership Unitsoutstanding;

26 Holdings is a company incorporated under the laws of BritishColumbia with its head office in Vancouver, British Columbia;

27 the authorized capital of Holdings consists of 500,000,000 commonvoting shares, 500,000,000 common non-voting shares and 500,000,000preferred shares, issuable in series, of which 40,742,542 commonvoting shares are outstanding;

28 Versacold Income Fund (the "Fund") is a limited purpose trustestablished under the laws of British Columbia with its head officein Vancouver, British Columbia;

29 the Fund is a reporting issuer in each of the Jurisdictionsand is not exempt from any of the requirements of the Legislation;

210 by way of a statutory arrangement (the "Arrangement") undersection 252 of the Company Act (British Columbia) betweenVersacold, Holdings and the Partnership, all of the VersacoldCommon Shares and the Versacold non-voting common shares wereacquired, directly or indirectly by Holdings and the Partnershipeffective February 12, 2002;

211 the 1,000 Versacold preferred shares, series 1 were issuedto the Partnership prior to the Arrangement and are currentlyheld by the Partnership;

212 Versacold has outstanding promissory notes which were issuedto, and are currently held by, Holdings;

213 aside from the securities held by Holdings and the Partnership,there are no other securities of Versacold, including debt securities,outstanding;

214 the Versacold Common Shares were delisted from The TorontoStock Exchange on February 12, 2002, and no securities of Versacoldare listed or quoted on any exchange or market;

215 as a result of completion of the Arrangement, Holdings andthe Partnership are or may be deemed to be reporting issuers byoperation of the definition of reporting issuer in the securitieslegislation of all of the Jurisdictions except Nova Scotia;

216 Holdings has outstanding promissory notes which were issuedto, and are currently held by, the Fund;

217 all of the common voting shares of Holdings and all of theoutstanding promissory notes issued by Holdings are held by theFund and there are no other securities of Holdings, includingdebt securities, outstanding;

218 the general partners of the Partnership are wholly-owned, indirectsubsidiaries of Holdings, all of the Class B Limited PartnershipUnits are held by an aggregate of three persons and there areno other securities of the Partnership, including debt securities,outstanding;

219 no securities of Holdings or the Partnership are listed orquoted on any exchange or market;

220 Versacold, Holdings and the Partnership do not presently intendto seek public financing by way of an offering of their securities;

4.AND WHEREAS under the System, this MRRS DecisionDocument evidences the decision of each Decision Maker (collectively,the "Decision");

5.AND WHEREAS each of the Decision Makers is satisfiedthat the test contained in the Legislation that provides the DecisionMaker with the jurisdiction to make the Decision has been met;

6.THE DECISION of the Decision Makers under theLegislation is that Versacold is deemed to have ceased to be areporting issuer under the Legislation;

7.THE FURTHER DECISION of the Decision Makers underthe Legislation is that Holdings and the Partnership are deemedto have ceased to be reporting issuers under the securities legislationof each of the Jurisdictions except Nova Scotia.

April9, 2002.

"PatriciaM. Johnston"