Sunset Shadows Limited Partnership - s. 83

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- issuer deemed to have ceased to be a reporting issuer.

Ontario Statutes

Securities Act, R.S.O. 1990, c. S.5, as am., s. 83.

February 5, 2007

Attention: Mr. Lewis Martin, President

Dear Sirs/Mesdames:

The Applicant has applied to the Ontario Securities Commission for an order under subsection 1(10) of the Act to be deemed to have ceased to be a reporting issuer.

As the Applicant has represented to the Commission that:

• The outstanding securities of the Applicant, including debt securities are beneficially owned, directly or indirectly, by less than 15 security holders in Ontario and less than 51 security holders in Canada;

• No securities of the Applicant are traded on a marketplace as defined in National Instrument 21-101;

• The Applicant is not in default of any of its obligations under the Act as a reporting issuer; and

• The Applicant will not be a reporting issuer or the equivalent in any jurisdiction in Canada immediately following the Director granting the relief requested.

The Director is satisfied that it would not be prejudicial to the public interest to grant the requested relief and orders that the Applicant is deemed to have ceased to be a reporting issuer.