Securities Law & Instruments

Headnote

MRRS - Relief granted pursuant to Rule 56-501 to enable issuer to use the term"limited voting shares" to describe its restricted voting shares due to uniquecircumstances. Limited voting shares created in 1964 and Director's commentpreviously obtained under old restricted shares policy.

Applicable Ontario Statutory Provisions

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

Regulations Cited

Regulation made under the Securities Act, R.R.O. 1990, Reg. 1015, as am.,

IN THE MATTER OF THE SECURITIES LEGISLATION OF ALBERTA, ONTARIO AND QUEBEC

AND

IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF
CANADA SOUTHERN PETROLEUM LTD.

MRRS DECISION DOCUMENT


1. WHEREAS the local securities regulatory authority or regulator (the "DecisionMaker") in each of Alberta, Ontario and Quebec (the "Jurisdictions") has receivedan application from Canada Southern Petroleum Ltd. ("Canada Southern") for adecision under the securities legislation of the Jurisdictions (the "Legislation")permitting Canada Southern to use "limited voting shares" as the restricted shareterm describing certain of its securities;

 

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 Canada Southern has represented to the Decision Makers that:

3.1 Canada Southern is a corporation continued under the laws of Nova Scotia,with its head office in Calgary, Alberta;

3.2 Canada Southern is a reporting issuer or the equivalent in Alberta, Ontario,Quebec and Nova Scotia;

3.3 Canada Southern is subject to the reporting requirements of the SecuritiesExchange Act of 1934 (the "1934 Act") in the United States of America;

3.4 Canada Southern is not in default of any requirement of the Legislation;

3.5 the authorized capital of Canada Southern consists of 100,000,000 limitedvoting shares (the "Shares"), of which 14,284,970 were issued andoutstanding as of July 19, 2000;

3.6 the Shares are listed or quoted for trading on The Toronto Stock Exchange,the Boston Stock Exchange, the Pacific Exchange, Inc. and the NationalAssociation of Securities Dealers Automated Quotations System SmallCapMarket ("NASDAQ SmallCap");

3.7 NASDAQ Small Cap is the principal market on which the Shares are traded;

3.8 each Share entitles the holder thereof to one vote at meetings ofshareholders of Canada Southern, subject to the restriction that no holdermay vote more than 1,000 Shares at any meeting;

3.9 due to the voting restrictions attached to the Shares, the Legislation requiresthat Canada Southern describe the Shares by a specified restricted shareterm in its offering and disclosure materials;

3.10 "limited voting shares" is not a specified restricted share term under theLegislation and Canada Southern would not be able to describe the Sharesas "limited voting shares" in the absence of the relief provided herein;

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 CanadaSouthern is permitted to use "limited voting shares" as the restricted share termdescribing the Shares.

September 29th, 2000.

"Patricia Johnston"