Mutual Reliance Review System for ExemptiveRelief Applications - Decision declaring corporation to be nolonger a reporting issuer following the acquisition of all ofits outstanding securities by another issuer.
Applicable Ontario Statutory Provisions
Securities Act, R.S.O. 1990, c. S.5, as am.,s. 83.
IN THE MATTER OF
THE SECURITIES LEGISLATIONOF
ALBERTA AND ONTARIO
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEWSYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
VIKING LANDOVER INC.
MRRS DECISION DOCUMENT
1. WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") inAlberta and Ontario (the "Jurisdictions") has receivedan application from Viking Landover Inc. ("Viking")for a decision under the securities legislation of the Jurisdictions(the "Legislation") that Viking be deemed to haveceased to be a reporting issuer under the Legislation;
2. AND WHEREAS under the Mutual RelianceReview System for Exemptive Relief Applications (the "System")the Alberta Securities Commission is the principal regulatorfor this application;
3. AND WHEREAS Viking represented tothe Decision Makers that:
3.1 Viking was incorporated under the BusinessCorporations Act (Alberta) as 363437 Alberta Ltd. onMarch 25, 1987. Viking later changed its name to LandoverEnergy Inc. ("Landover Energy") and amalgamatedwith Viking Landover Inc. (as it existed prior to the amalgamation,"Old Viking");
3.2 the authorized share capital of Vikingconsists of an unlimited number of common shares (the "CommonShares"), an unlimited number of first preferred sharesand an unlimited number of second preferred shares, of which10,216,337 Common Shares are outstanding;
3.3 Viking is a reporting issuer in Albertaand Ontario and is not in default of any of the requirementsof the Legislation;
3.4 Viking ceased to be a reporting issuerin British Columbia on July 17, 2002 by virtue of BC Instrument11-502;
3.5 the head office of Viking is locatedin Calgary, Alberta;
3.6 by virtue of an offer to purchase madeby Old Viking (the "Offer"), a wholly-owned subsidiaryof Viking Energy Royalty Trust ("Viking Trust"),on May 16, 2002 and the subsequent exercise of its rightsof compulsory acquisition (the "Compulsory Acquisition"),Old Viking acquired all of the common shares of LandoverEnergy;
3.7 Old Viking and Landover Energy amalgamatedon June 30, 2002 (the "Amalgamation") and continuedas Viking Landover Inc.;
3.8 following the Offer, Compulsory Acquisition,and the Amalgamation, Viking Trust indirectly owns all ofthe Common Shares;
3.9 other than the outstanding Common Shares,there are no securities of Viking, including debt securities,outstanding;
3.10 the Commons Shares were delisted fromthe TSX Venture Exchange at the close of business on July5, 2002 and there are no securities of Viking listed orquoted on any exchange or market;
3.11 Viking does not intend to seek publicfinancing by way of an offering of its securities;
4. AND WHEREAS under the System, thisMRRS Decision Document evidences the decision of each DecisionMaker (collectively, the "Decision");
5. AND WHEREAS each of the DecisionMakers is satisfied that the test contained in the Legislationthat provides the Decision Maker with the jurisdiction tomake the Decision has been met;
6. THE DECISION of the Decision Makersunder the Legislation is that Viking is deemed to have ceasedto be a reporting issuer under the Legislation.
August 22, 2002.
"Patricia M. Johnston"