Securities Law & Instruments

Headnote

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

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

CATHEDRAL ENERGY SERVICESLTD.

 

MRRS DECISION DOCUMENT

1. WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") inAlberta and Ontario (the "Jurisdictions") has receivedan application from Cathedral Energy Services Ltd. ("Cathedral")for a decision under the securities legislation of the Jurisdictions(the "Legislation") that Cathedral be deemed tohave ceased to be a reporting issuer under 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, unless otherwise defined,the terms herein have the meaning set out in National Instrument14-101 Definitions or in Québec Commission Notice 14-101;

4. AND WHEREAS Cathedral has represented tothe Decision Makers that:

4.1 Cathedral Gold Corporation was incorporatedunder the Business Corporations Act (Ontario) onApril 16, 1987, continued from Ontario to Alberta underthe Business Corporations Act (Alberta) (the "ABCA")on October 30, 2000 and on November 6, 2000 amended itsArticles, under the ABCA, to change its name to CathedralEnergy Services Ltd.;

4.2 Cathedral is a reporting issuer in theJurisdictions and became a reporting issuer in Alberta onSeptember 14th, 1987 by receiving a receipt for a prospectus;

4.3 Cathedral is not in default of any ofthe requirements of the Legislation;

4.4 Cathedral's head office is located inCalgary, Alberta;

4.5 the authorized share capital of Cathedralconsists of an unlimited number of common shares (the "CommonShares") and 80,000,000 special shares, Series 1 (the"Special Shares") of which there are currently8,247,563 Common Shares and 13,231,758 Special Shares outstanding;

4.6 in addition to the outstanding CommonShares and outstanding Special Shares there are currently1,712,000 options (the "Options") to purchaseCommon Shares under Cathedral's Stock Option Plan outstandingand a subordinated note (the "Note") issued byCathedral on August 31, 2002 in the amount of $30,285,843;

4.7 the Note is held by Cathedral EnergyServices Income Trust (the "Trust");

4.8 under a plan of arrangement (the "Arrangement"),which was approved by the Court of Queen's Bench of Albertaand the holders of all outstanding securities of Cathedralat a July 29, 2002 special meeting,

4.8.1 all of the outstanding Common Sharesand Special Shares were exchanged for units of the Trust(the "Trust Units");

4.8.2 all of the outstanding Options wereconverted to options to purchase Trust Units; and

4.8.3 Cathedral became a wholly-ownedsubsidiary of the Trust;

4.9 the Trust now is the sole holder ofthe outstanding securities of Cathedral;

4.10 the Trust is an open-ended mutual fundtrust governed by the laws of the Province of Alberta andcreated pursuant to the provisions of a declaration of trustdated June 24, 2002;

4.11 the Trust is a reporting issuer inOntario and became a reporting issuer in Ontario on August2, 2002 by listing the Trust Units on TSX Inc.;

4.12 the Common Shares were delisted fromTSX Inc. on August 2, 2002, and no securities of Cathedralare listed or quoted on any exchange or market;

4.13 other than the outstanding Note, CommonShares, Special Shares, and Options, Cathedral has no securities,including debt securities, outstanding; and

4.14 Cathedral does not intend to seek publicfinancing by way of an offering of its securities;

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

6. 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;

7. THE DECISION of the Decision Makers underthe Legislation is that Cathedral is deemed to have ceasedto be a reporting issuer under the Legislation.

September 23, 2002.

"Patricia M. Johnston"