Mutual Reliance Review System for Exemptive Relief Applications - Decision deeminga corporation to have ceased to be a reporting issuer following the acquisition of all ofits outstanding securities by another issuer.
Applicable Alberta Statutory Provisions
Securities Act, S.A., 1981, c.S-6.1, as amended, s. 125
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
ANDERSON OIL & GAS INC.
MRRS DECISION DOCUMENT
1. WHEREAS the local securities regulatory authority or regulator (the "DecisionMaker") in each of Alberta, British Columbia, Saskatchewan, Ontario, Québec,Nova Scotia and Newfoundland (the "Jurisdictions") has received an applicationfrom Anderson Oil &Gas Inc. ("AOG") for a decision under the securitieslegislation of the Jurisdictions (the "Legislation") that AOG be deemed to haveceased to be a reporting issuer, or the equivalent thereof, 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 AOG has represented to the Decision Makers that:
3.1 pursuant to an offer to purchase dated April 25, 2000 (the "Offer") and asubsequent compulsory acquisition under the provisions of the BusinessCorporations Act (Alberta), Anderson Exploration Ltd. ("Anderson")became the holder of all of the issued and outstanding common shares(the "Shares") and associated rights of Ulster Petroleums Ltd. ("Ulster");
3.2 On June 30, 2000, Anderson transferred all of the issued and outstandingcommon shares of Ulster to its wholly-owned subsidiary, Anderson Oil &Gas Inc.;
3.3 On July 1, 2000, Ulster was amalgamated with Anderson Oil & Gas Inc.and the name of of the amalgamated corporation is AOG, as previouslydefined;
3.4 AOG's principal place of business is located at Suite 1600, 324 - 8 Ave.S.W., Calgary, Alberta, T2P 2Z5;
3.5 AOG is a reporting issuer, or the equivalent thereof, in each of theJurisdictions;
3.6 AOG is not in default of any of its obligations as a reporting issuer, or theequivalent thereof, under the Legislation;
3.7 the authorized capital of AOG consists of an unlimited number of commonshares (the "Common Shares") and one special redeemable preferredshare of which 50,546,561 Common Shares and one special redeemablepreferred share are issued and outstanding as of July 31, 2000;
3.8 Anderson owns all of the issued and outstanding Common Shares andAmax Petroleum of Canada Inc., a wholly-owned subsidiary of Anderson,owns the one issued and outstanding special redeemable preferredshare;
3.9 the only other securities, including debt securities, of AOG currentlyissued and outstanding are U.S. $75,000,000 principal amount of seniornotes which are held by several U.S. insurance companies;
3.10 the common shares of Ulster were delisted from The Toronto StockExchange on May 24, 2000, and there are no securities of Ulster or AOGlisted on any stock exchange or traded over the counter in Canada orelsewhere; and
3.11 AOG does not intend to seek public financing by way of an offering ofsecurities;
4. AND WHEREAS under the System, this MRRS Decision Document evidencesthe decision of each Decision Maker ( collectively, the "Decision");
5. AND WHEREAS each of the Decision Makers is satisfied that the test containedin the Legislation that provides the Decision Maker with the jurisdiction to makethe Decision has been met;
6. THE DECISION of the Decision Makers under the Legislation is that AOG isdeemed to have ceased to be a reporting issuer, or the equivalent thereof, underthe Legislation effective as of the date of this Decision Document.
DATED at Calgary, Alberta this 1st day of September, 2000."Original signed by"
Patricia M. Johnston
Director, Legal Services and Policy Development