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 had an authorized capital consisting of an unlimited number of common shares (the "Shares").

2. The head office of the Applicant is located at 2425 Matheson Blvd. East, Suite 791, Mississauga, ON L4W 5K4.

3. On September 9, 2013, the Applicant completed its qualifying transaction by way of a plan of arrangement (the "Arrangement") under the OBCA with Maplewood International Real Estate Investment Trust (the "REIT"). Pursuant to the Arrangement, among other things: (i) 100% of the issued and outstanding Shares of the Applicant were exchanged for units ("Units") of the REIT on an 8 for 1 basis (1 Unit for every 8 Shares) (the "Exchange Ratio"); and (ii) 100% of the issued and outstanding options ("Options") to purchase Shares of the Applicant have been exchanged for options ("Maplewood 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 Maplewood Options based upon the Exchange Ratio. Certain shareholders of the Applicant elected to receive class B limited partnership units of Maplewood International 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 September 9, 2013.

4. The Shares were delisted from the TSX Venture Exchange on September 23, 2013.

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

6. The Applicant is a reporting issuer, or the equivalent, in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba and Ontario (the "Jurisdictions") and is currently not in default of any of the applicable requirements under the legislation of each Jurisdiction.

7. 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 Jurisdiction (the "Reporting Issuer Relief").

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

8. Upon the grant of the Reporting Issuer Relief, the Applicant will not be 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 on this 4th day of October, 2013.

"Deborah Leckman"
Ontario Securities Commission
"Judith Robertson"
Ontario Securities Commission