Clearwater Limited Partnership - s. 1(10)(b)

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- application for an order that the issuer is not a reporting issuer - issuer currently in the process of dissolution pursuant - outstanding securities, including debt securities, are beneficially owned, directly or indirectly, by more than 15 security holders in Ontario and more than 51 security holders in Canada.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10).

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, c. S.5, AS AMENDED

(the Act)

AND

IN THE MATTER OF

CLEARWATER LIMITED PARTNERSHIP

ORDER

(Clause 1(10)(b))

UPON the application (the Application) of Clearwater Limited Partnership (the Applicant) for an order pursuant to clause 1(10)(b) of the Act that the Applicant is not 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 that:

1. The Applicant was formed on June 25, 1986 under the Limited Partnerships Act (Nova Scotia) as a Nova Scotia limited partnership and is a reporting issuer in the Province of Ontario only.

2. The Applicant's principal business activity was the operation of a dryland lobster pound (the Lobster Pound) in Arichat, Nova Scotia, which has the capability of further processing lobsters and other seafood products. Arichat Pounds Limited (Arichat) manages and operates the Lobster Pound.

3. The general partner of the Applicant is Arichat, a wholly-owned subsidiary of Clearwater Seafoods Limited Partnership (CSLP).

4. Arichat's head office and the Applicant's head office are located at 757 Bedford Highway, Bedford, Nova Scotia, B4A 3Z7.

5. The authorized capital of the Applicant consists of 7,500 limited partnership units (Units), of which all 7,500 Units are issued and outstanding and are held by 596 unitholders.

6. CSLP is the largest unitholder of the Applicant, owning 29.3% of the Applicant's Units. The second largest unitholder holds 1.3% of the total outstanding Units of the Applicant.

7. The Applicant's securities are not traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation.

8. Under the terms of the limited partnership agreement, dated as of July 31, 1986, as amended on July 31, 2002, that governs the Applicant (the Partnership Agreement), the Applicant was to dissolve on December 31, 2006. Pursuant to the terms of the Partnership Agreement, Arichat is acting as receiver in connection with the liquidation of the assets of the Applicant.

9. During the second quarter of 2007, independent directors were appointed to oversee the completion of the dissolution of the Applicant. The completion of the dissolution is expected to be in the fourth quarter of 2007.

10. Upon completion of the dissolution, the assets of the Applicant will be liquidated fully and the liabilities of the Applicant will be repaid in accordance with the Partnership Agreement. The assets of the Applicant currently consist of the land, building and equipment at the Lobster Pound (the Applicant's Assets). An independent valuation has estimated the fair market value of the Applicant's Assets to be approximately $4,100,000. The only significant liability of the Applicant is a debt owed to CSLP in an amount which exceeds the value of the Applicant's Assets. It is Arichat's intention, acting as receiver for the Applicant, to transfer the Applicant's Assets and any remaining liabilities of the Applicant to CSLP in full satisfaction of the Applicant's debt. Following this transfer, the Applicant will have no remaining assets or liabilities and will no longer have any active business.

11. The Applicant is not currently in default of any requirement of the Act or the regulations made thereunder.

12. The Applicant will not be a reporting issuer or the equivalent in any jurisdiction in Canada immediately following the granting of the Requested Relief.

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

IT IS HEREBY ORDERED pursuant to clause 1(10)(b) of the Act that, for purposes of Ontario securities law, the Applicant is not a reporting issuer.

DATED at Toronto, Ontario on this the 12th day of October, 2007.