Parkland Holdings Limited Partnership - MRRS Decision

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - relief from certain continuous disclosurerequirements granted to issuer of exchangeable securities.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am.,ss. 75, 77, 78, 79, 80(b)(iii), and 81.

Applicable Instruments

Rule 51-501 AIF and MD&A.

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

BRITISH COLUMBIA, ALBERTA,SASKATCHEWAN, AND

ONTARIO

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

PARKLAND HOLDINGS LIMITEDPARTNERSHIP

MRRS DECISION DOCUMENT

1. WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") inBritish Columbia, Alberta, Saskatchewan, and Ontario (the"Jurisdictions") has received an application fromParkland Holdings Limited Partnership ("Holdings LP")for a decision under the securities legislation of the Jurisdictions(the "Legislation") that the requirements underthe Legislation to issue a press release and file a reportupon the occurrence of a material change, file an annual reportwhere applicable, interim financial statements and auditedannual financial statements and deliver such financial statementsto its security holders, file an information circular or makean annual filing in lieu of filing an information circular,where applicable, file an annual information form and providemanagement's discussion and analysis of financial conditionsand results of operations (the "Continuous DisclosureRequirements") not apply to Holdings LP;

2. AND WHEREAS under the Mutual Reliance ReviewSystem for Exemptive Relief Application (the "System"),the Alberta Securities Commission is the principal regulatorfor the application;

3. AND WHEREAS, unless otherwise defined,the terms herein have the meaning set out in National Instrument14-101 Definitions or in Québec Commission Notice 14-101;

4. AND WHEREAS Holdings LP has representedto the Decision Makers that:

4.1 Holdings LP is a limited partnershipformed under the laws of Alberta and governed by an amendedand restated limited partnership agreement dated June 28,2002;

4.2 986408 Alberta Ltd., a wholly ownedsubsidiary of Parkland Income Fund (the "Fund"),incorporated under the Business Corporation Act (Alberta),is the general partner of Holdings LP;

4.3 Holdings LP is reporting issuer in theJurisdictions and became a reporting issuer in the Jurisdictionsfollowing an exchange of securities in connection with astatutory arrangement (the "Arrangement") thatoccurred on June 28, 2002 under section 193 of the BusinessCorporations Act (Alberta) involving Holdings LP, ParklandInvestment Trust (the "Trust"), the Fund, ParklandIndustries Ltd. ("Parkland"), and the shareholdersof Parkland;

4.4 Holdings LP is not in default of anyrequirements of the Legislation;

4.5 the head office of Holdings LP is locatedin Red Deer, Alberta;

4.6 Holdings LP is authorized to issue anunlimited number of Class A units (the "Holdings Units")and an unlimited number of Class B units (the "RolloverLP Units") of which as of August 30, 2002, there were5,683,099 Holdings Units and 6,443,615 Rollover LP Unitsoutstanding;

4.7 the Fund is an unincorporated open-endedlimited purpose trust formed under the laws of Alberta pursuantto a declaration of trust dated April 30, 2002;

4.8 the Fund's head office is located inRed Deer, Alberta;

4.9 the Fund is a reporting issuer in theJurisdictions, and in Manitoba, and is not in default ofany of the requirements of the Legislation;

4.10 units (the "Units") of theFund have been listed and posted for trading on TSX Inc.("TSX") since July 5, 2002;

4.11 under an exchange agreement enteredinto in connection with the Arrangement among the Fund,the Trust, Holdings LP, and the holders of the RolloverLP Units, Parkland shareholders, in exchange for each commonshare of Parkland, could elect to receive either two Unitsor two Rollover LP Units;

4.12 the Rollover LP Units are intendedto be, to the greatest extent practicable, the economicequivalent of the Units and are indirectly exchangeablefor Units at the option of the holder on a one-for-one basisuntil June 30, 2008, and in certain circumstances at theoption of the Trust;

4.13 the consolidated financial statementsof the Fund will include the results of Parkland's operations;

4.14 all of the Holdings Units are heldby the Trust;

4.15 the Rollover LP Units are held by theTrust and 64 unitholders of which five have a registeredaddress in British Columbia, 19 have a registered addressin Alberta, 30 have a registered address in Ontario, andnone has a registered address in Saskatchewan; and

4.16 no securities of Holdings LP are now,or have ever been, listed or quoted on any exchange or market;

5. AND WHEREAS under the System, this MRRSDecision Document evidences the decision of each DecisionMaker (collectively, the "Decision");

6. AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker with the Jurisdiction to makethe Decision has been met;

7. THE DECISION of the Decision Makers underthe Legislation is that the Continuous Disclosure Requirementswill not apply to Holdings LP for so long as:

7.1 the Fund is a reporting issuer in atleast one of the jurisdictions listed in Appendix B of MultilateralInstrument 45-102, Resale of Securities, and is anelectronic filer under National Instrument 13-101;

7.2 the Fund sends to all holders of RolloverLP Units resident in the Jurisdictions all disclosure materialfurnished to holders of Units under the Continuous DisclosureRequirements;

7.3 the Fund complies with the requirementsof TSX, or such other market or exchange on which the Unitsmay be quoted or listed, in respect of making public disclosureof material information on a timely basis;

7.4 Holdings LP is in compliance with therequirements of the Legislation to issue a press releaseand file a report with the Decision Makers upon the occurrenceof a material change in respect of the affairs of HoldingsLP that is not also a material change in the affairs ofthe Trust;

7.5 the Fund will include in all futuremailings of proxy solicitation materials to holders of RolloverLP Units a clear and concise insert explaining the reasonfor the mailed material being solely in relation to theFund and not to Holdings LP, such insert to include a referenceto the economic equivalency between Rollover LP Units andUnits and the right to receive notice of and to vote atmeetings of holders of Units;

7.6 the Fund remains the direct or indirectbeneficial owner of all of the issued and outstanding votingsecurities of Holdings LP; and

7.7 Holdings LP does not issue any securitiesto the public other than securities issued in connectionwith the Arrangement.

October 4, 2002.

"Eric T. Spink"                    "ThomasG. Cooke"