Securities Law & Instruments

Headnote

Issuer exempted from interim financial reportingrequirements - exemption terminates upon the occurrence of amaterial change in the business affairs of the Issuer unlessthe Decision Makers are satisfied that the exemption shouldcontinue.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am,ss. 77, 79 and 80(b)(iii).

Applicable Ontario Policies

OSC Policy 52-601- Applications for Exemptionsfrom the Preparation and Mailing of Interim Financial Statements,Annual Financial Statements and Proxy Solicitation Material.

IN THE MATTER OF

THE SECURITIES ACT, R.S.O.1990,

Chapter S.5, as amended (the"Act")

AND

IN THE MATTER OF

THE MANDARIN GOLF AND COUNTRYCLUB INC.

 

ORDER

(Clause 80(b)(iii) of theAct)

WHEREAS The Mandarin Golf and CountryClub Inc. (the "Issuer") has made an application tothe Director pursuant to clause 80(b)(iii) of the Act for anorder exempting the Issuer from the requirements of subsection77(1) and section 79 of the Act to file with the Commissionand send to its security holders interim financial statements;

AND WHEREAS the Issuer has representedto the Director that:

1. The Issuer is a corporation amalgamatedunder the laws of the Province of Ontario on December 1, 2002pursuant to a plan of arrangement providing for, among otherthings, the amalgamation of The Mandarin Golf and CountryClub Inc. ("Mandarin") and 1433669 Ontario Limitedcontinuing as "The Mandarin Golf and Country Club Inc."(the "Arrangement"). The term "Issuer"used herein shall mean the amalgamated entity after the Arrangementbecoming effective and Mandarin prior to the Arrangement becomingeffective, as applicable.

2. The Issuer's principal executive officesare located in Markham, Ontario.

3. The authorized capital of the Issuer followingthe Arrangement consists of an unlimited number of Class Ashares, an unlimited number of Class B shares, an unlimitednumber of Class C shares and an unlimited number of ClassD shares, of which 201 Class A shares, 38 Class B shares,6,200 Class C shares and 240 class D shares are issued andoutstanding.

4. The Issuer became a reporting issuer underthe Act on February 21, 1991.

5. The Issuer is not in default of any requirementsof the Act or the regulation made thereunder.

6. The securities of the Issuer are not listedor quoted on any stock exchange or trading or quotation system.There is no market for the securities of the Issuer.

7. The Issuer's only business is the operationof the Mandarin Golf and Country Club (the "Club").The Club is a private golf and country club, the facilitiesof which are open only to its members and guests of its members.The Club is not designed to maximize its income for and onbehalf of the Issuer's shareholders. All shareholders of theIssuer are members of the Club.

8. The Issuer derives the majority of itsrevenue from annual Club membership dues from the Club members.

9. The annual Club membership dues are payableonce a year and are generally due at the beginning of eachcalendar year during the first quarter.

10. Due to the seasonal nature of its golfoperations, almost all of the Issuer's operating expensesare incurred in the second and third quarters.

11. Accordingly, results of operations shownon the Issuer's interim financial statements vary widely fromquarter to quarter and interim financial statements of theIssuer do not provide a meaningful representation of the Issuer'soperating results.

12. On December 10, 2002, the Issuer mailedby first class mail a letter to each of its shareholders informingthe shareholder of the Issuer's application for exemptiverelief from the requirement under securities laws to filewith the Commission and to send to each shareholder quarterlyfinancial statements. The letter advised that shareholdersof the Issuer had an opportunity to object to the Issuer'sapplication and the granting of the relief requested thereunderand could demonstrate their opposition to the requested reliefby sending a completed objection notice to the Issuer by 4:00p.m. (Toronto time) on December 31, 2002. No shareholder ofthe Issuer sent an objection notice to the Issuer prior to4:00 p.m. (Toronto time) on December 31, 2002.

13. Given the limited range of business activitiesof the Issuer and the illiquid nature of the Issuer's securities,the preparation and delivery of interim financial statementswould not be of significant benefit to Issuer's security holdersand would represent a cost which would be excessive in lightof their usefulness.

UPON the Director being satisfied thatto do so would not be prejudicial to the public interest;

IT IS ORDERED pursuant to clause 80(b)(iii)of the Act that the Issuer is hereby exempted from the requirementto file with the Commission pursuant to subsection 77(1) ofthe Act and from the requirement to send to security holderspursuant to section 79 of the Act, interim financial statements,provided that this exemption shall terminate thirty days afterthe occurrence of a material change in the affairs of the Issuer,unless, upon application, the Issuer satisfies the Directorthat the exemption should continue.

April 1, 2003.

"Paul M. Moore"                    "TheresaMcLeod"