Mutual Reliance Review System for Exemptive Relief Applications - Decision declaringsuccessor corporation to be no longer a reporting issuer where all the securities of theissuer are held by the parent company following a take-over bid and amalgamation.
Applicable Ontario Statutes
Securities Act, R.S.O. 1990, c. S. 5, as am., s.83.
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
NATIONAL FUEL EXPLORATION CORP., THE SUCCESSOR TO TRI LINK RESOURCES LTD.
MRRS DECISION DOCUMENT
1. WHEREAS the local securities regulatory authority or regulator (the "DecisionMaker") in each of Alberta, Ontario, British Columbia, Québec, Nova Scotia, NewBrunswick, Prince Edward Island and Newfoundland (the "Jurisdictions") hasreceived an application from National Fuel Exploration Corp. ("NFEC"), thesuccessor corporation to Tri Link Resources Ltd. ("Tri Link") for a decision underthe securities legislation of the Jurisdictions (the "Legislation") that NFEC bedeclared to no longer be a reporting issuer under the Legislation;
2. AND WHEREAS pursuant to the Mutual Reliance Review System for ExemptiveRelief Applications (the "System"), the Alberta Securities Commission is theprincipal regulator for this application;
3. AND WHEREAS NFEC has represented to the Decision Makers that:
3.1 NFEC is a corporation created under the Business Corporations Act (Alberta)("ABCA") as a result of the amalgamation of National Fuel Exploration Corp. (Pre-Amalgamation NFEC) and Tri Link on June 16, 2000;
3.2 NFEC is currently a reporting issuer in each of the Jurisdictions and is not in defaultof its obligations as a reporting issuer under the Legislation;
3.3 NFEC's authorized capital consists of an unlimited number of common shares("Common Shares") of which 115,000,001 Common Shares are issued andoutstanding;
3.4 there are no securities, including debt obligations, currently issued and outstandingother than the Common Shares;
3.5 as a result of the successful completion of a take-over bid by Pre AmalgamationNFEC and the subsequent exercise of the compulsory acquisition provisions of theABCA, Pre Amalgamation NFEC became the sole owner of all of the issued andoutstanding common shares of Tri Link on June 16, 2000;
3.6 on June 16, 2000, Pre-Amalgamation NFEC and Tri Link amalgamated under theABCA to create NFEC;
3.7 NFEC's parent company, Seneca Resources Corporation, is the sole owner of allof the issued and outstanding Common Shares of NFEC;
3.8 the common shares of Tri Link were delisted from trading on The Toronto StockExchange on June 20, 2000 and no securities of Tri Link or NFEC are listed ortraded on any exchange or market in Canada or elsewhere;
3.9 NFEC does not intend to seek public financing by way of an issue of securities;
4. AND WHEREAS under the System, this MRRS Decision Document evidences thedecision of each Decision Maker (collectively, the "Decision");
5. AND WHEREAS each of the Decision Makers is satisfied that the test contained inthe Legislation that provides the Decision Maker with the jurisdiction to make theDecision has been met;
6. THE DECISION of the Decision Makers under the Legislation is that NFEC isdeemed to be no longer a reporting issuer under the Legislation as of the date ofthis Decision Document.
DATED this 28th day of July, 2000."Originally signed by"
Director, Legal Services & Policy Development