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, SASKATCHEWAN ANDONTARIO
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEWSYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
LIBERTY OIL & GAS LTD.
MRRS DECISION DOCUMENT
1. WHEREAS the Canadian securities regulatoryauthority or regulator (the "Decision Maker") ineach of Alberta, Saskatchewan and Ontario (the "Jurisdictions")has received an application from Liberty Oil & Gas Ltd.("Liberty") for a decision under the securitieslegislation of the Jurisdictions (the "Legislation")that Liberty be deemed to have ceased to be a reporting issuerunder the Legislation;
2. AND WHEREAS under the Mutual Reliance ReviewSystem for Exemptive Relief Applications (the "System"),the Alberta Securities Commission is the principal regulatorfor this application;
3. AND WHEREAS Liberty has represented tothe Decision Makers that:
3.1 Liberty is a corporation amalgamatedunder the Canada Business Corporations Act (the "CBCA");
3.2 Liberty's head office is located inCalgary, Alberta;
3.3 Liberty is a reporting issuer in theJurisdictions;
3.4 Liberty became a reporting issuer inAlberta as a result of an amalgamation with Rockport EnergyCorporation on November 30, 1998;
3.5 Liberty is not in default of any ofthe requirements of the Legislation, with the exceptionof its failure to file an annual information form in Ontariofor the year ended December 31, 2001;
3.6 the authorized capital of Liberty consistsof an unlimited number of common shares (the "CommonShares");
3.7 there is one Common Share issued andoutstanding;
3.8 Lexxor Energy Inc. ("Lexxor"),a corporation amalgamated under the Business CorporationsAct (Alberta) and with its head office in Calgary, Alberta,owns the only outstanding Common Share;
3.9 Lexxor became the sole security holderof Liberty pursuant to an arrangement under the CBCA completedeffective July 23, 2002 (the "Arrangement");
3.10 under the Arrangement, the predecessorof Liberty amalgamated with Lexxor Acquisition Company Ltd.,a wholly owned subsidiary of Lexxor, and the former holdersof Liberty common shares exchanged those common shares forcommon shares and warrants to purchase common shares ofLexxor;
3.11 the Common Shares were delisted fromthe TSX Venture Exchange on August 12, 2002 and no securitiesof Liberty are listed or quoted on any exchange or market;
3.12 Liberty has no securities, includingdebt securities, outstanding other than the Common Shares;and
3.13 Liberty does not intend to seek financingby way of a public offering of its securities;
4. AND WHEREAS under the System, this MRRSDecision Document evidences the decision of each DecisionMaker (collectively, the "Decision");
5. AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker with the jurisdiction to makethe Decision has been met;
6. THE DECISION of the Decision Makers underthe Legislation is that Liberty is deemed to have ceased tobe a reporting issuer under the Legislation.
September 11, 2002.
"Patricia M. Johnston"