Securities Law & Instruments

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - Issuer has only one security holder -issuer deemed to have ceased being a reporting issuer.

Applicable Ontario Statutory Provisions

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

IN THE MATTER OF

THE SECURITIES LEGISLATION

OF ALBERTA AND ONTARIO,

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM FOR

EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

GOLFNORTH PROPERTIES INC.

 

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof Alberta and Ontario (collectively, the "Jurisdictions")has received an application from GolfNorth Properties Inc. (the"Filer") for:

(i) a decision under the securities legislationof the Jurisdictions (the "Legislation") thatthe Filer be deemed to have ceased to be a reporting issuerunder the Legislation; and

(ii) in Ontario only, an order pursuantto the Business Corporations Act (Ontario) (the "OBCA")that the Filer be deemed to have ceased to be offering itssecurities to the public;

AND WHEREAS under the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),the Ontario Securities Commission is the principal regulatorfor this application;

AND WHEREAS the Filer has representedto the Decision Makers that:

1. The Filer is a corporation amalgamatedunder the OBCA.

2. The head office of the Filer is locatedin Ontario.

3. The Filer was created by the amalgamation("Amalgamation") on May 8, 2002 of GolfNorth PropertiesInc. ("Predecessor GolfNorth"), a reporting issuerin each of the provinces of Alberta, British Columbia andOntario, incorporated under the laws of Ontario and listedon the TSX Venture Exchange (the "Exchange"), and1458306 Ontario Inc. ("1458306"), a private companyincorporated under the laws of Ontario.

4. The Filer is a reporting issuer in eachof the provinces of Alberta, British Columbia and Ontario.

5. The Filer is not in default of any of itsobligations under the Legislation, other than its obligationto file its interim financial statements for the three monthperiod ended March 31, 2002; the Amalgamation was completedbefore the obligation of the Filer to file such financialstatements arose.

6. The authorized capital of the Filer consistsof an unlimited number of common shares and an unlimited numberof Class A redeemable preferred shares ("Redeemable Shares")of which, as of the date hereof, 200 common shares and noRedeemable Shares are issued and outstanding. No other securitiesof the Filer, including debt securities, are outstanding.

7. The Amalgamation was completed in orderto effect a going private transaction. At the time of theAmalgamation, the common shares of Predecessor GolfNorth werelisted and posted for trading on the Exchange under the stocksymbol "YNP". Predecessor GolfNorth's common shareswere delisted from the Exchange effective as of the closeof business on July 25, 2002. No securities of the Filer arelisted or traded an any market or exchange.

8. Pursuant to the Amalgamation, James Balsillieand Al Kavanagh, the sole shareholders of 1458306 and directorsof Predecessor GolfNorth, became the sole beneficial and directholders of the common shares of the Filer.

9. Pursuant to the Amalgamation, shareholdersof Predecessor GolfNorth (other than the shareholders of 1458306and any dissenting shareholders) received one Redeemable Sharein exchange for each common share of Predecessor GolfNorthheld by them. Pursuant to and in accordance with their terms,the Redeemable Shares were deemed redeemed on the date whichwas two days following the effective date of the Amalgamationfor $0.30 each.

10. As a result of the Amalgamation, JamesBalsillie and Al Kavanagh own all of the Filer's outstandingsecurities.

11. The Filer has no present intention ofseeking public financing by way of an offering of its securities.

AND WHEREAS under the System, this MRRSDecision Document evidences the decision of each Decision Maker(collectively, the "Decision");

AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker with the jurisdiction to make theDecision has been met;

THE DECISION of the Decision Makers underthe Legislation is that the Filer is deemed to have ceased tobe a reporting issuer or the equivalent under the Legislation.

July 30, 2002.

"John Hughes"

AND IT IS HEREBY ORDERED by the OntarioSecurities Commission pursuant to subsection 1(6) of the OBCAthat the Filer is deemed to have ceased to be offering its securitiesto the public for the purposes of the OBCA.

July 30, 2002.

"Howard I. Wetston, Q. C."                    "RobertW. Korthals"