Securities Law & Instruments

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - As a result of a plan of arrangement,issuer has only one security holder - issuer deemed to haveceased to be 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 LEGISLATIONOF

ALBERTA, SASKATCHEWAN, ANDONTARIO

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

PARKLAND INDUSTRIES LTD.

 

MRRS DECISION DOCUMENT

1. WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") ineach of Alberta, Saskatchewan, and Ontario (the "Jurisdictions")has received an application from Parkland Industries Ltd.("Parkland") for a decision under the securitieslegislation of the Jurisdictions (the "Legislation")that Parkland be deemed to have ceased to be a reporting issuerunder the Legislation;

2. AND WHEREAS under the Mutual Reliance ReviewSystem for Exemptive Relief Application (the "System"),the Alberta Securities Commission is the principal regulatorfor the application;

3. AND WHEREAS, unless otherwise defined,the terms herein have the meaning set out in National Instrument14-101 Definitions or in Québec Commission Notice 14-101;

4. AND WHEREAS Parkland has represented tothe Decision Makers that:

4.1 Parkland is a corporation formed byan amalgamation (the "Amalgamation") among ParklandIndustries Ltd. and certain of its affiliates, as part ofa statutory arrangement (the "Arrangement") thatoccurred on June 28, 2002 under section 193 of the BusinessCorporations Act (Alberta) involving Parkland, ParklandIncome Fund (the "Fund"), Parkland InvestmentTrust (the "Trust"), Parkland Holdings LimitedPartnership ("Holdings LP") and the shareholdersof Parkland;

4.2 Parkland is currently a reporting issuerin the Jurisdictions and became a reporting issuer in Albertaas a result of the Amalgamation;

4.3 Parkland is not in default of any requirementsof the Legislation;

4.4 the head office of Parkland is locatedin Red Deer, Alberta;

4.5 the authorized capital of Parkland consistsof an unlimited number of common shares (the "CommonShares") and preferred shares of which there are currently1,000 Common Shares outstanding;

4.6 the Fund is an unincorporated open-endedlimited purpose trust established under the laws of Albertaand governed by an amended and restated declaration of trustdated June 28, 2002;

4.7 the head office of the Fund is locatedin Red Deer, Alberta;

4.8 the Fund is a reporting issuer in theJurisdictions, and in British Columbia and Manitoba, andis not in default of any of the requirements of the Legislation;

4.9 the units (the "Units") ofthe Fund have been listed and posted for trading on TSXInc. since July 5, 2002;

4.10 Holdings LP is a limited partnershipformed under the laws of Alberta, governed by an amendedand restated limited partnership agreement dated June 28,2002, and indirectly controlled by the Fund through theTrust;

4.11 the head office of Holdings LP is locatedin Red Deer, Alberta;

4.12 under the Arrangement, Parkland shareholders,in exchange for each Common Share, could elect to receiveeither two Units or two Class B limited partnership units(the "Rollover LP Units") in Holdings LP;

4.13 the Rollover LP Units are intendedto be, to the greatest extent practicable, the economicequivalent of the Units and are indirectly exchangeablefor Units at the option of the holder on a one-for-one basisuntil June 30, 2008, and in certain circumstances at theoption of the Trust;

4.14 as a result of the Arrangement, allof the outstanding Common Shares are held by Holdings LP;

4.15 the consolidated financial statementsof the Fund will include the results of Parkland's operations;

4.16 in addition to the outstanding CommonShares, and in connection with the Arrangement, there are10,000,000 outstanding unsecured notes of Parkland (the"Notes") issued under a note indenture dated June28, 2002;

4.17 all of the Notes are held by HoldingsLP;

4.18 the common shares of Parkland IndustriesLtd. were delisted from TSX Inc. on July 5, 2002, and nosecurities of Parkland are listed or quoted on any exchangeor market;

4.19 other than the outstanding Common Sharesand the outstanding Notes, Parkland has no securities, includingdebt securities, outstanding; and

4.20 Parkland does not intend to seek publicfinancing by way of an offering of its securities;

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

6. AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker with the Jurisdiction to makethe Decision has been met;

7. THE DECISION of the Decision Makers underthe Legislation is that Parkland is deemed to have ceasedto be a reporting issuer under the Legislation.

September 30, 2002.

"Patricia M. Johnston"