Securities Law & Instruments

Headnote

Prospectus and registrationrelief in connection with acquisition of a private Ontario issuerby public U.S. company using an exchangeable share structure.Exchangeable shares economically equivalent to shares of U.S.acquirer. First trade relief for underlying securities not soughtat this time due to the fact that U.S. company is not a reportingissuer in Ontario and upon the exercise of all exchangeableshares, persons or companies resident in Ontario will hold approximately66.8% of the total issued and outstanding common shares of theU.S. acquirer.

Statutes Cited

Securities Act, R.S.O. 1990,c. S.5, as am., sections 25, 53, 74(1).

Instrument Cited

Multilateral Instrument 45-102- Resale of Securities.

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, c.S.5, AS AMENDED(the "Act")

AND

IN THE MATTER OF

D'ANGELO BRANDS, INC.

 

RULING

(SECTION 74(1))

UPON the application(the "Application") of D'Angelo Brands, Inc.("D'Angelo") to the Ontario Securities Commission(the "Commission") for a ruling pursuant tosubsection 74(1) of the Act, that the distribution by D'Angeloof common shares (the "D'Angelo Common Shares")to the holders of Class B non-voting special shares (the "ExchangeableShares") of D'Angelo Acquisition Inc. ("D'AngeloAcquisition"), a subsidiary of D'Angelo, not be subjectto sections 25 and 53 of the Act;

AND UPON consideringthe Application and the recommendation of the staff of the Commission;

AND UPON D'Angelo havingrepresented to the Commission that:

1. D'Angelo, a Nevada corporation,was incorporated pursuant to articles of incorporation datedJune 9, 1995, under the name Cambridge Funding Group, Inc.

2. On October 2, 1998, articlesof amendment were filed to change the name from CambridgeFunding Group, Inc. to Agriceuticals Technologies, Inc. OnJuly 13, 1999 articles of amendment were filed to change thename from Agriceuticals Technologies, Inc. to Playandwin,Inc. On November 14, 2001 articles of amendment were filedto change the name from Playandwin, Inc. to D'Angelo Brands,Inc.

3. The head office of D'Angelois located at 14 Brewster Court, Brampton, Ontario L6T 5B7.

4. D'Angelo is presently authorizedto issue 200,000,000 common shares with a par value of $0.001and 50,000,000 preferred shares with a par value of $0.001.As of May 31, 2002 there were 15,487,259 common shares issuedand outstanding and nil preferred shares issued and outstanding.

5. D'Angelo is a reportingcompany under the United States Securities Exchange Actof 1934, but is not and has never been a reporting issuerin the Province of Ontario.

6. The D'Angelo Common Sharesare quoted for trading on the NASD over-the-counter bulletinboard (the "Bulletin Board") under the symbol"DNGO".

7. D'Angelo owns 100% of theissued and outstanding common shares of D'Angelo Acquisition.

8. D'Angelo Acquisition wasincorporated under the laws of the Province of Ontario byarticles of incorporation dated November 15, 2001.

9. The authorized capitalof D'Angelo Acquisition consists of an unlimited number ofcommon shares (the "D'Angelo Acquisition Common Shares"),an unlimited number of Class A non-voting special shares andan unlimited number of Exchangeable Shares, of which 100 D'AngeloAcquisition Common Shares and 35,950,000 Exchangeable Sharesare issued and outstanding as fully paid and non-assessable.There are no Class A special shares outstanding. The D'AngeloAcquisition Common Shares are the only voting securities ofD'Angelo Acquisition.

10. D'Angelo Acquisition isnot and has never been a reporting issuer in any jurisdiction,and does not intend to become a reporting issuer in any jurisdiction.

11. The shares of D'AngeloAcquisition are not listed or quoted for trading on any stockexchange or over-the-counter market. D'Angelo Acquisitionis a "private company" as that term is defined inthe Act.

12. On November 15, 2001,D'Angelo Acquisition acquired all the issued and outstandingD'Angelo Brands Ltd., an Ontario private company.

13. D'Angelo Acquisition acquiredall of the issued and outstanding common shares of D'AngeloBrands Ltd. pursuant to a share exchange agreement made amongD'Angelo Acquisition, D'Angelo Brands Ltd., the shareholdersof D'Angelo Brands Ltd., and D'Angelo (formerly Playandwin,Inc.) dated October 29, 2001 (the "Share Exchange Agreement").The trades made to date pursuant to this acquisition havebeen made in reliance on exemptions from the registrationand prospectus requirements of Ontario securities law.

14. All of the shareholdersof D'Angelo Brands Ltd. received the Exchangeable Shares thatare exchangeable on a one-for-one basis for D'Angelo CommonShares for no further consideration. In total, D'Angelo Acquisitionissued 36,000,000 Exchangeable Shares. The holders of theExchangeable Shares can exchange any or all of their ExchangeableShares into D'Angelo Common Shares at any time during theperiod ending on and including the day of the fifth (5th)anniversary of November 14, 2001. (the issuance of D'AngeloCommon Shares pursuant to the holders of Exchangeable Sharespursuant to any such exchange or redemption to be referredto as a "Trade").

15. The Exchangeable Sharesprovide holders thereof with a security of a Canadian issuerhaving the economic attributes which are as nearly as practicable,equivalent to those of D'Angelo Common Shares.

16. If, as of May 31, 2002,holders of the Exchangeable Shares, resident in Ontario, exchangedsuch securities for D'Angelo Common Shares, they would holdapproximately 66.8% of the 51,437,259 D'Angelo Common Sharesthat would be outstanding.

17. In connection with theissuance of D'Angelo Common Shares to holders of ExchangeableShares pursuant to the Trades, D'Angelo will not be able torely on the registration and prospectus exemptions set outin subsections 35(1)14(ii) and 72(1)(h)(ii) of the Act andin section 2.7 of Commission Rule 45-501, because D'Angelois not a reporting issuer in Ontario.

AND UPON the Commissionbeing satisfied that to do so would not be prejudicial to thepublic interest;

IT IS RULED, pursuantto subsection 74(1) of the Act that the Trades will not be subjectto sections 25 and 53 of the Act, provided that:

(a) the first trade in ExchangeableShares other than the exchange thereof for D'Angelo CommonShares shall be deemed a distribution; and

(b) the first trade in D'AngeloCommon Shares issued pursuant to this Ruling shall be deemeda distribution unless such first trade complies with section2.6 of Multilateral Instrument 45-102.

July 26, 2002.

"Howard I. Wetston"                    "RobertL. Shirriff"