Securities Law & Instruments


Filer deemed to have ceased to be offering its securities to the public under the OBCA.

Applicable Legislative Provisions

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 1(6).



R.S.O. 1990, c. B.16, AS AMENDED

(the OBCA)




(the Applicant)


(Subsection 1(6) of the OBCA)

UPON the application of the Applicant to the Ontario Securities Commission (the Commission) for an order pursuant to subsection 1(6) of the OBCA to be deemed to have ceased to be offering its securities to the public;

AND UPON the Applicant representing to the Commission that:

1. The Applicant is an "offering corporation" as defined in the OBCA, and has an authorized capital consisting of an unlimited number of common shares (the Shares).

2. The head office of the Applicant is located at 401 The West Mall, Suite 1100, Toronto, Ontario M9C 5J5.

3. On December 14, 2012, the Applicant completed its qualifying transaction by way of a plan of arrangement (the Arrangement) under the OBCA with True North Commercial Real Estate Investment Trust (the REIT). Pursuant to the Arrangement, among other things: (i) 100 per cent of the issued and outstanding Shares of the Applicant were exchanged for units (Units) of the REIT on an eight for one basis (one Unit for every eight Shares) (the Exchange Ratio); and (ii) 100 per cent of the issued and outstanding options (Options) to purchase Shares of the Applicant have been exchanged for options (True North Options) to purchase Units on terms and conditions identical to the terms and conditions of the Options, subject to adjustments to the exercise price of, and the number of Units underlying, the True North Options based upon the Exchange Ratio. Certain shareholders of the Applicant elected to receive class B limited partnership units of True North Commercial Limited Partnership as consideration for all or a portion of their Shares which are exchangeable on a one-for-one basis for Units pursuant to an exchange agreement entered into by the REIT dated December 14, 2012.

4. The Shares were delisted from the TSX Venture Exchange on December 19, 2012.

5. No securities of the Applicant are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation.

6. The Voluntary Surrender of Reporting Issuer Status was issued by the British Colombia Securities Commission on December 21, 2012. The Applicant has applied for an order that it is not a reporting issuer in Ontario pursuant to subclause 1(10)(a)(ii) of the Securities Act (Ontario) in accordance with the simplified procedure set out in OSC Staff Notice 12-703 Applications for a Decision that an Issuer is not a Reporting Issuer and is not a reporting issuer or the equivalent in any other jurisdiction in Canada (the Securities Act Order). The Securities Act Order was granted on January 16, 2013.

7. The Applicant has no intention to seek public financing by way of an offering of securities.

8. The Applicant is not a reporting issuer or equivalent in any jurisdiction of Canada.

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

IT IS HEREBY ORDERED by the Commission pursuant to subsection 1(6) of the OBCA that the Applicant be deemed to have ceased to be offering its securities to the public for the purpose of the OBCA.

DATED at Toronto this 22nd day of January, 2013

"Edward P. Kerwin"
Ontario Securities Commission
"Sarah B. Kavanagh"
Ontario Securities Commission