Banff Rocky Mountain Resort Limited Partnership - s. 144

Headnote

Section 144 -- full revocation of cease trade order upon remedying of defaults.

Statutes Cited

Securities Act, R.S.O., c. S.5, as am., ss. 127, 144.

IN THE MATTER OF

THE SECURITIES ACT,

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

(the "Act")

AND

IN THE MATTER OF

BANFF ROCKY MOUNTAIN RESORT

LIMITED PARTNERSHIP

ORDER

(Section 144)

WHEREAS a Director of the Ontario Securities Commission (the "Commission") issued a temporary cease trade order dated May 12, 2008 made pursuant to paragraph 2 and 2.1 of subsection 127(1) and subsection 127(5) of the Act, as extended by a further order dated May 23, 2008 made pursuant to paragraph 2 and 2.1 subsection 127(1) of the Act, (collectively, the "Ontario Cease Trade Order") ordering that trading in the securities of Banff Rocky Mountain Resort Limited Partnership (the "Filer") shall cease until further order by the Director;

AND WHEREAS Banff Rocky Mountain Resort Ltd. (the "Applicant") has applied on behalf of the Filer to the Ontario Securities Commission (the "Commission") pursuant to section 144 of the Act for an order revoking the Ontario Cease Trade Order (the "Application");

AND WHEREAS the Applicant has represented to the Commission that:

1. The Filer is registered in Ontario and was originally declared under the Limited Partnerships Act on April 22, 1988.

2. The Filer's registered office is in Toronto, Ontario.

3. The Applicant is registered and carrying on business in Alberta and was incorporated pursuant to the Business Corporations Act (Alberta) on December 15, 1980 and is governed under the laws of the Province of Alberta. The Applicant is also extra-provincially registered in Ontario.

4. The Applicant's registered office is in Calgary, Alberta.

5. The authorized capital of the Filer consists of 23,000 limited partnership units.

6. The limited partnership units are not listed or quoted on any exchange or market in Canada or elsewhere.

7. The Filer is a reporting issuer in Ontario, British Columbia, Alberta and Saskatchewan. The Applicant is not a reporting issuer or the equivalent in any other jurisdiction in Canada.

8. In addition to the Ontario Cease Trade Order, the Filer is also subject to a cease trade order in Alberta (the "Alberta Cease Trade Order"). The Filer has concurrently filed an application for revocation of the Alberta Cease Trade Order.

9. The Ontario Cease Trade Order and the Alberta Cease Trade Order were issued due to the Filer's failure to file with the Commission and the Alberta Securities Commission the Filer's audited annual financial statements for the year ended December 31, 2007 (the "Financial Statements").

10. The Filer failed to file the Financial Statements in a timely manner because it was required to restate the previously issued audited annual financial statements for the year ended December 31, 2006 and expand the disclosure contained in the accompanying annual Management's Discussion and Analysis (the "MD&A").

11. On May 30, 2008, the Filer filed the Financial Statements. The Filer also filed the unaudited interim financial statements, MD&A and certificates, as required under Multilateral Instrument 52-109 Certification of Disclosure in Issuer's Annual and Interim Filings for the period ended June 30, 2008.

12. The Filer filed and mailed an information circular dated October 17, 2008 with respect to an annual general meeting to be held on December 4, 2008.

13. The Filer is up-to-date in its continuous disclosure obligations, has paid all outstanding fees and is not in is no longer in default of the requirements of the Act or any of the regulations made thereunder.

14. Upon issuance of this revocation order, the Filer will issue and file a news release and a material change report on SEDAR.

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

AND UPON the Director being satisfied that it would not be prejudicial to the public interest to revoke the Ontario Cease Trade Order;

IT IS ORDERED, under section 144 of the Act, that the Ontario Cease Trade Order is revoked.

DATED this 25th day of November, 2008.