Securities Law & Instruments

Headnote

Subsection 83.1(1) -- Issuer deemed to be a reporting issuer in Ontario -- Issuer already a reporting issuer in Alberta and British Columbia -- Issuer's securities listed for trading on the TSX Venture Exchange -- Continuous disclosure requirements in Alberta and British Columbia substantially the same as those in Ontario -- Significant connection to Ontario.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., s. 83.1(1).

September 16, 2005

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

PARLAY ENTERTAINMENT INC.

 

ORDER

(Subsection 83.1(1))

UPON the application of Parlay Entertainment Inc. (Parlay) for an order pursuant to subsection 83.1(1) of the Act deeming Parlay to be a reporting issuer for the purposes of Ontario securities law;

AND UPON considering the application and the recommendation of the staff of the Ontario Securities Commission (the Commission);

AND UPON Parlay having represented to the Commission as follows:

1. Parlay is a corporation that was amalgamated under the provisions of the Business Corporations Act (Ontario) on November 30, 2004.

2. Parlay's head office and primary place of business is located in Oakville, Ontario.

3. The authorized share capital of Parlay consists of 50,000,000 common shares without par value (the Common Shares), of which 12,590,500 Common Shares were issued and outstanding as of August 30, 2005.

4. The Common Shares are listed on the TSX Venture Exchange (the TSX-V) under the trading symbol "PEI".

5. Parlay has a significant connection to Ontario in that all of its directors and officers are located in Ontario and its head office is located in Ontario.

6. Parlay has been a reporting issuer under the Securities Act (British Columbia) (the B.C. Act) and the Securities Act (Alberta) (the Alberta Act) since June 17, 2005, the date that the Common Shares began trading on the TSX-V.

7. Parlay is not in default of any of the requirements of the TSX-V and is not in default of any of the requirements of the B.C. Act or the Alberta Act.

8. The continuous disclosure requirements of the B.C. Act and the Alberta Act are substantially the same as the continuous disclosure requirements under the Act.

9. The continuous disclosure materials filed by Parlay under the B.C. Act and the Alberta Act are available on the System for Electronic Document Analysis and Retrieval (SEDAR).

10. Other than British Columbia and Alberta, Parlay is not a reporting issuer or equivalent under the securities legislation of any other jurisdiction in Canada.

11. Neither Parlay nor any of its officers, directors nor, to the knowledge of Parlay, its officers and directors, any of its controlling shareholders, has:

(a) been the subject of any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority;

(b) entered into a settlement agreement with a Canadian securities regulatory authority; or

(c) been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision.

12. Neither Parlay nor any of its officers, directors nor, to the knowledge of Parlay, its officers and directors, any of its controlling shareholders, is or has been subject to:

(a) any known or ongoing or concluded investigations by

(i) a Canadian securities regulatory authority, or

(ii) a court or regulatory body, other than a Canadian securities regulatory authority,

that would be likely to be considered important to a reasonable investor making an investment decision; or

(b) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding ten (10) years.

13. None of the directors or officers of Parlay, nor to the knowledge of Parlay, its directors and officers, any of its controlling shareholders, is or has been at the time of such event a director or officer of any other issuer which is or has been subject to:

(a) any cease trade or similar orders, or orders that denied access to any exemptions under Ontario securities law, for a period of more than thirty (30) consecutive days, within the preceding ten (10) years; or

(b) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding ten (10) years.

14. Parlay shall remit all participation fees due and payable by it pursuant to Ontario Securities Commission Rule 13-502 Fees by no later than two (2) business days from the date hereof.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

IT IS HEREBY ORDERED pursuant to subsection 83.1(1) of the Act that Parlay be deemed to be a reporting issuer for the purposes of Ontario securities law.

"Charlie MacCready"
Assistant Manager, Corporate Finance
Ontario Securities Commission