DirectCash Payments Inc.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- exemption granted to a successor issuer from the requirement to deliver personal information forms for individuals for whom the predecessor issuer previously delivered personal information forms -- the filer became the successor issuer to a fund reporting issuer in an internal reorganization pursuant to which business operations of the fund would be conducted through a corporate entity on a go-forward basis.

Applicable Legislative Provisions

National Instrument 44-101 Short Form Prospectus Distributions, s. 8.1.

Citation: DirectCash Payments Inc., Re, 2012 ABASC 304

June 11, 2012

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ALBERTA AND ONTARIO

(THE JURISDICTIONS)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

DIRECTCASH PAYMENTS INC.

(THE FILER)

DECISION

Background

The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) exempting the Filer from the requirement under subsection 4.1(b) of National Instrument 44-101 Short Form Prospectus Distributions (NI 44-101) for the Filer to deliver a Personal Information Form and Authorization to Collect, Use and Disclose Personal Information (in the form attached as Appendix A to National Instrument 41-101 General Prospectus Requirements) for each director and executive officer of the Filer at the time of filing a preliminary short form prospectus, for whom DirectCash Income Fund (the Fund) has previously delivered any of the documents described in clauses 4.1(b)(i)(E) through (G) of NI 44-101 at the time of filing such preliminary short form prospectus (the Exemption Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):

(a) the Alberta Securities Commission is the principal regulator for the Application;

(b) the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Saskatchewan, Manitoba, Québec, New Brunswick, Nova Scotia, Prince Edward Island, and Newfoundland and Labrador; and

(c) this decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

Terms defined in National Instrument 14-101 Definitions or MI 11-102 have the same meaning if used in this decision, unless otherwise defined herein.

Representations

This decision is based on the following facts represented by the Filer:

The Fund and the Arrangement

1. The Fund was a trust established under the laws of the Province of Alberta on November 2, 2004 pursuant to a trust indenture.

2. A Plan of Arrangement completed on December 31, 2010 under section 193 of the Business Corporations Act (Alberta), which involved the Filer, the Fund, DirectCash Limited Partnership (the LP), DirectCash Management Inc., DirectCash Commercial Trust, the holders of trust units (Units) of the Fund (Unitholders) and the holders of exchangeable limited partner units of the LP, resulted in the reorganization of the Fund (an income trust) into the Filer (a corporation) (the Arrangement).

3. Pursuant to the Arrangement, among other things,: (i) common shares in the capital of the Filer (the Shares) were distributed to Unitholders on a one-for-one basis; (ii) the Filer owns, directly or indirectly, all of the previously-existing assets and has assumed all of the previously-existing liabilities of the Fund, effectively resulting in the internal reorganization of the Fund's income trust structure into a corporate structure; (iii) the Units have been cancelled; and (iv) the Fund has been dissolved.

4. The Arrangement did not involve the acquisition of any additional operating assets or the disposition of any existing operating assets and did not result in a change in the ultimate beneficial ownership of the assets and liabilities of the Fund. The Arrangement was an internal reorganization undertaken without dilution to the Unitholders or additional debt or interest expense.

5. The Arrangement was being undertaken to reorganize the Fund following the enactment by the federal government of rules in respect of the tax treatment of income funds. Pursuant to the Arrangement, the Fund has been reorganized into a public financial services corporation with the name "DirectCash Payments Inc." and owns, directly or indirectly, all of the existing assets and has assumed all of the existing liabilities of the Fund.

6. The Fund was a reporting issuer or the equivalent under the securities legislation of each of the provinces of Canada. In connection with the Arrangement the Fund ceased to be a reporting issuer in each of the provinces of Canada.

7. The Units of the Fund were listed on the Toronto Stock Exchange (the TSX). The Fund was dissolved on December 31, 2010 pursuant to the Arrangement. The Units of the Fund were delisted from the TSX prior to the opening of markets on January 7, 2011.

8. Prior to completion of the Arrangement, the Fund was not in default of applicable securities legislation in any of the provinces of Canada.

The Filer

9. The Filer is a corporation incorporated under the laws of the Province of Alberta. The head office of the Filer is located in Calgary, Alberta.

10. The Filer was incorporated solely to participate in the Arrangement, including to issue Shares to former Unitholders, as a result of which the former Unitholders now hold Shares.

11. The Arrangement was completed on December 31, 2010 and therefore currently the sole business of the Filer is the previous business of the Fund.

12. The Filer is a reporting issuer or the equivalent under the securities legislation of each of the provinces of Canada and is not in default of applicable securities legislation in any of the provinces of Canada.

13. The common shares of the Filer are listed and posted for trading on the TSX under the symbol "DCI".

14. The Fund has previously delivered the documents described in clauses 4.1(b)(i)(E) through (G) of NI 44-101 (the Fund PIFs) for each individual acting in the capacity of director or executive officer of DirectCash Management Inc. (administrator of the Fund) on August 30, 2010, being the time of the last filing of a preliminary short form prospectus by the Fund.

Decision

Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.

The decision of the Decision Makers under the Legislation is that the Exemption Sought is granted, provided that:

(a) each individual:

(i) for whom the Fund has previously delivered a Fund PIF; and

(ii) who is a director or executive officer of the Filer at the time of a prospectus filing by the Filer;

(b) authorizes the Decision Makers, in respect of a prospectus filing by the Filer, to collect, use and disclose the personal information that was previously provided in the Fund PIF;

(c) at any time of the Filer's prospectus filing, the Filer delivers to the Decision Makers an authorization of indirect collection, use and disclosure of personal information, substantially in the form of the authorization attached as Appendix A hereto;

(d) the Filer will, if requested by a Decision Maker, promptly deliver such further information from each individual referred to in paragraph (a) above as the Decision Maker may require; and

(e) this decision will terminate in the Jurisdictions on the effective date of any change to subparagraph 4.1(b)(i) of NI 44-101.

APPENDIX A

AUTHORIZATION OF INDIRECT COLLECTION,

USE AND DISCLOSURE OF PERSONAL INFORMATION

The Personal Information Forms in respect of the individuals listed in the attached Schedule 1, which were filed by DirectCash Income Fund (the Fund) with provincial securities regulators in Canada on August 30, 2010 (the Fund Filings), contain personal information concerning each individual acting in the capacity of director or executive officer of the Fund (the Personal Information), as required by securities legislation in respect of a prospectus filing by the Fund.

DirectCash Payments Inc. (the Issuer) hereby confirms that each individual listed on Schedule 1:

(a) is a director or executive officer of the Issuer;

(b) has consented to the use of the Personal Information (previously provided in the Fund Filings) pertaining to that individual, in respect of an anticipated prospectus filing by the Issuer;

(c) has been notified by the Issuer:

(i) that the Personal Information is being collected indirectly by the regulator under the authority granted to it by provincial securities legislation or provincial legislation relating to documents held by public bodies and the protection of personal information;

(ii) that the Personal Information is being collected and used for the purpose of enabling the regulator to administer and enforce provincial securities legislation, including those obligations that require or permit the regulator to refuse to issue a receipt for a prospectus if it appears to the regulator that the past conduct of management or promoters of the Issuer affords reasonable grounds for belief that the business of the Issuer will not be conducted with integrity and in the best interests of its security holders; and

(iii) of the contact, business address and business telephone number of the regulator in the local jurisdiction as set out in the attached Schedule 2, who can answer questions about the regulator's indirect collection of the Personal Information; and

(d) has authorized the indirect collection, use and disclosure of the Personal Information by the regulators as described in Schedule 2, in respect of a prospectus filing by the Issuer.

Date: ______________

DirectCash Payments Inc.

Per: ____________________________

Name:

Official Capacity:

(Please print the name of the person signing on behalf of the Issuer)

Schedule 1

List of Directors and Officers of DirectCash Payments Inc.

who filed Personal Information Forms on August 30, 2010

(a) Jeffrey J. Smith;

(b) Joseph Xu;

(c) Todd M. Schneider;

(d) Gary H. Dundas;

(e) Susan M. Gallacher;

(f) R. Bradley Hurtubise;

(g) Leroy E. Thiessen; and

(h) Kevin W. Wolfe.

Schedule 2

Regulators