Securities Law & Instruments

Headnote

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

Statutes Cited

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

IN THE MATTER OF

THE SECURITIES ACT, R.S.O. 1990,

CHAPTER S.5, AS AMENDED (the "Act")

AND

IN THE MATTER OF

PARK LAWN INCOME TRUST

 

ORDER

(Subsection 83.1(1))

UPON the application of Park Lawn Income Trust (the "Applicant") for an order pursuant to subsection 83.1(1) of the Act deeming the Applicant 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 the Applicant representing to the Commission as follows:

1. The Applicant is an unincorporated, open-ended, limited purpose trust created by way of a plan of arrangement under the Business Corporations Act (Ontario) on July 12, 2006;

2. The Applicant's registered and principal executive office is located at 57 Linelle Street, Toronto, Ontario, M2N 2J4;

3. The Applicant's authorized capital consists of an unlimited number of trust units of which 3,390,000 were issued and outstanding as of January 17, 2007;

4. The Applicant's outstanding trust units are listed and posted for trading on the TSX Venture Exchange under the symbol "PLC". The Applicant's securities are not traded on any other stock exchange or trading or quotation system;

5. The Applicant is not in default of any of the requirements of the TSX Venture Exchange;

6. The Applicant has been a reporting issuer in each of the Provinces of British Columbia and Alberta since September 19, 2006. The Applicant is not a reporting issuer or the equivalent under the securities legislation of any other jurisdiction in Canada;

7. Applicant is not on the list of defaulting reporting issuers maintained pursuant to the Securities Act (British Columbia) (the "B.C. Act") or the Securities Act (Alberta) (the "Alberta Act") and, to the best of its knowledge, is not in default of any of its obligations under 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 requirements under the Act;

9. The continuous disclosure materials filed by the Applicant under the B.C. Act and the Alberta Act since September 19, 2006 are available on the System for Electronic Document Analysis and Retrieval (SEDAR);

10. None of the Applicant, its officers, directors, trustees or any controlling unitholder 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;

11. None of the Applicant, its officers, directors, trustees or any controlling unitholder is, or has been subject to:

(a) any known ongoing or concluded investigation by a Canadian securities regulatory authority, or 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 10 years;

12. None of the Applicant, its officers, directors, trustees or any controlling unitholder, is or has been at the time of such event an officer, director or trustee 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 30 consecutive days, within the preceding 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 10 years;

13. The Applicant has a significant connection to Ontario as:

(a) its registered and principal executive office is located in Ontario; and

(b) all of its operations are based in Ontario, and more specifically the Greater Toronto Area;

14. The Applicant will remit all participation fees due and payable by it pursuant to the Commission Rule 13-502 -- Fees by no later than two business days from the date of this Order;

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 the Applicant be deemed to be a reporting issuer for the purposes of Ontario securities law.

DATED January 18, 2007.

"Erez Blumberger"
Manager, Corporate Finance