Securities Law & Instruments

Headnote

Application by former wholly-owned subsidiary of public income trust for an order designating applicant to be a reporting issuer -- applicant is the public corporate entity that will continue following a transaction whereby unitholders of the income trust will exchange their ordinary units for common shares of the applicant -- conversion transaction approved at special meeting of unitholders -- income trust will be wound-up on effective date of conversion -- requested order harmonizes regulatory treatment of applicant across Canada.

Statutes Cited

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

IN THE MATTER OF

THE SECURITIES ACT,

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

(the Act)

AND

IN THE MATTER OF

VILLAGE FARMS CANADA INC.

ORDER

(Clause 1(11)(b))

UPON the application (the Application) of Village Farms Canada Inc. (to be renamed Village Farms International, Inc. on or before December 31, 2009) (the Applicant) for an order pursuant to clause 1(11)(b) of the Act that, for purposes of Ontario securities law, the Applicant become a reporting issuer in Ontario as of December 31, 2009 (the Effective Date);

AND UPON considering the Application and recommendation of staff of the Ontario Securities Commission (the Commission);

AND UPON the Applicant having represented to the Commission that:

1. The Applicant was amalgamated under the laws of Canada on December 23, 2003 under the name Hot House Growers Inc. The Applicant changed its name from Hot House Growers Inc. to Village Farms Canada Inc. effective October 19, 2006.

2. The registered office of the Applicant is at 4700 -- 80th Street, Delta, British Columbia, V4K 3N3.

3. The Applicant is a direct, wholly-owned subsidiary of Village Farms Income Fund (the Fund).

4. On December 9, 2009, the Fund held a special meeting of unitholders whereby unitholders approved, among other things, the Fund's proposed conversion to a corporate structure by way of a plan of arrangement under the Canada Business Corporations Act (the Conversion).

5. When the Conversion is implemented on the Effective Date, it will result in the reorganization of the Fund's income trust structure into a corporate structure under the Applicant. Pursuant to the Conversion, ordinary unitholders of the Fund and the holder of the Class A unit of the Fund will receive common shares and special shares, respectively, of the Applicant.

6. The Fund and the Applicant obtained a final order from the Ontario Superior Court of Justice on December 15, 2009 approving the Conversion, and the Fund and the Applicant have determined that the Conversion will be completed on the Effective Date.

7. The Applicant intends to change its legal name to Village Farms International, Inc. on or before December 31, 2009 and, following the Effective Date, the common shares of the Applicant will be listed on the Toronto Stock Exchange (the TSX) under the symbol "VFF".

8. The TSX has indicated that the common shares of the Applicant will be listed on the Effective Date, subject to the prior receipt of certain standard documents. The common shares of the Applicant will not be posted for trading on the TSX until two or three trading days after the Effective Date.

9. The Fund is a reporting issuer in each of the provinces of Canada (the Reporting Jurisdictions). The Fund is not on the lists of defaulting reporting issuers maintained by the securities regulatory authority or regulator in the Reporting Jurisdictions.

10. On the Effective Date, the Fund will be wound-up as part of the Conversion and will accordingly cease to be a reporting issuer in each of the provinces of Canada.

11. As a result of the varying definitions of "reporting issuer" contained in Canadian securities legislation, on the Effective Date the Applicant will, by operation of law, automatically become a reporting issuer in each of the provinces of Canada, except Ontario.

12. The definition of "reporting issuer" in clause 1(1) of the Act will not, by operation of law, confer upon the Applicant status as a reporting issuer upon completion of the Conversion on the Effective Date.

13. The Applicant has made the Application so that it will be a reporting issuer in all of the Reporting Jurisdictions on the Effective Date.

AND UPON the Commission being satisfied that to do so is in the public interest;

IT IS ORDERED, pursuant to clause 1(11)(b) of the Act, that, for purposes of Ontario securities law, the Applicant shall become a reporting issuer on the Effective Date.

DATED this 18th day of December, 2009

"Carol S. Perry"

"James E. A. Turner"