Ketch Oil & Gas Ltd. - MRRS Decision

THE SECURITIES LEGISLATION

OF ALBERTA, SASKATCHEWAN,

ONTARIO AND QUEBEC

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF KETCH OIL & GAS LTD.

1. WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of Alberta,Saskatchewan, Ontario and Quebec (the "Jurisdictions") has received an application from Ketch Oil & Gas Ltd.("Ketch") for a decision under the securities legislation of the Jurisdictions (the "Legislation") declaring thatKetch is deemed to have ceased to be a reporting issuer or equivalent thereof under the Legislation:

2. AND WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Relief Applications (the"System"), the Alberta Securities Commission is the principal regulator for this application;

3. AND WHEREAS Ketch has represented to the Decision Makers that:

3.1 Ketch (formerly, Highland Energy Inc.) is a corporation amalgamated under the Business CorporationsAct (Alberta) on December 31, 1997 and is a reporting issuer, or the equivalent, under the Legislation;

3.2 Ketch's principal office is located in the Calgary, Alberta;

3.3 Ketch is not in default of any of its obligations as a reporting issuer, or the equivalent, under theLegislation, other than a failure to file second and third quarter interim financial statements;

3.4 the authorized capital of Ketch consists of an unlimited number of common shares (the "CommonShares") of which 33,660,151 were issued and outstanding as of April 4, 2000, and an unlimitednumber of Class C preferred shares none of which are issued and outstanding;

3.5 pursuant to a take-over bid and a subsequent compulsory acquisition, Ketch Energy Ltd. (formerly,Interaction Resources Ltd.) acquired all of the outstanding Common Shares by June 20, 2000;

3.6 Ketch's Common Shares were delisted from the CDNX following the close of trading on August 3,2000, and Ketch has no securities listed or quoted on any exchange or market in Canada.

3.7 Ketch has no securities, including debt securities, outstanding other than the Common Shares, anddoes not currently intend to seek public financing by way of an offering of securities;

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

5. AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that providesthe Decision Maker with the jurisdiction to make the Decision has been met;

6. THE DECISION of the Decision Makers pursuant to the Legislation is that Ketch is deemed to have ceasedto be a reporting issuer, or the equivalent thereof under the Legislation effective as of the date of this Decision.

January 22, 2001.

Patricia M. Johnston

Director, Legal Services & Policy Development