Securities Law & Instruments

Headnote

Subsection 1(11)(b) -- Order that the issuer is a reporting issuer for the purposes of Ontario securities law -- 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 -- Issuer has a significant connection to Ontario.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(11)(b).

IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990, c. S. 5, AS AMENDED
(the “Act”)

AND

IN THE MATTER OF
IPLAYCO CORPORATION LTD.

ORDER
(Clause 1(11)(b))

UPON the application (the "Application") of Iplayco Corporation Ltd. (the "Issuer") to the Ontario Securities Commission (the "Commission") for an order pursuant to clause 1(11)(b) of the Act deeming the Issuer to be a reporting issuer for the purposes of Ontario securities law;

AND UPON considering the Application and the recommendation of staff of the Commission;

AND UPON the Issuer having represented to the Commission as follows:

1. The Issuer was incorporated in Alberta on July 27, 1999 under the name "Diversiflow Corporation Ltd." The Issuer changed its name to "Iplayco Corporation Ltd." effective May 18, 2006.

2. The Issuer's head office is located at Suite 215, 27353 -- 58th Crescent, Langley, British Columbia V4W 3W7.

3. The Issuer's authorized share capital is an unlimited number of common shares (the "Common Shares") without par value and an unlimited number of preferred shares (the "Preferred Shares") with special rights and restrictions attached. As at September 30, 2013, the Issuer had 10,220,187 Common Shares issued and outstanding. There are no Preferred Shares issued.

4. The Issuer became a reporting issuer under the Securities Act (British Columbia) (the "BC Act") on June 19, 2000. The Issuer became a reporting issuer under the Securities Act (Alberta) (the "Alberta Act") on June 19, 2000.

5. The Issuer is not in default of any requirements of the BC Act or the Alberta Act.

6. The Issuer is not on the list of defaulting issuers maintained pursuant to the BC Act or pursuant to the Alberta Act.

7. The continuous disclosure materials filed by the Issuer under the BC Act and the Alberta Act are available on the System for Electronic Document Analysis and Retrieval ("SEDAR").

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

9. The Issuer's Common Shares trade on the TSX-V under the symbol "IPC".

10. The Issuer is not in default of any of the rules, regulations or policies of the TSX-V.

11. Pursuant to the policies of the TSX-V, a listed-issuer, which is not otherwise a reporting issuer in Ontario, must assess whether it has a "significant connection to Ontario" (as defined in the policies of the TSX-V) and, upon becoming aware that it has a significant connection to Ontario, promptly make a bona fide application to the Commission to be deemed a reporting issuer in Ontario.

12. The Issuer has determined that it has a significant connection to Ontario in that over 20% of the Issuer's Common Shares are held by persons resident in Ontario.

13. There have been no penalties or sanctions imposed against the Issuer by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority and the Issuer has not entered into a settlement agreement with a Canadian securities regulatory authority.

14. No director or officer the Issuer, nor, to the knowledge of the Issuer and its directors and officers, any shareholder of the Issuer holding sufficient securities of the Issuer to materially affect the control of the Issuer has:

(a) been subject to any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority or has entered into a settlement agreement with a Canadian securities regulatory authority; or

(b) 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.

15. None of the Issuer, any director or officer of the Issuer, nor, to the knowledge of the Issuer and its directors and officers, any shareholder of the Issuer holding sufficient securities of the Issuer to materially affect the control of the Issuer is or has:

(a) been the subject of any known ongoing or concluded investigation 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) been the subject of 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.

16. None of the Issuer's directors or officers, nor, to the knowledge of the Issuer and its directors and officers, any shareholder of the Issuer holding sufficient securities of the Issuer to materially affect the control of the Issuer, has been at the time of such event, a director or officer of any other issuer which is or has:

(a) been subject to any cease trade order or similar order, or order that denied access to any exemptions under Ontario securities laws, for a period of more than 30 consecutive days, within the preceding 10 years; or

(b) been subject to 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.

17. The Issuer will remit all participation fees due and payable by it pursuant to Ontario Securities Commission Rule 13-502 Fees no later than two 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 1(11)(b) of the Act that the Issuer be deemed to be a reporting issuer for the purposes of Ontario securities law.

DATED at Toronto on this 5th day of November, 2013.

"Shannon O'Hearn"
Manager, Corporate Finance
Ontario Securities Commission