Mutual Reliance Review System for ExemptiveRelief Applications - Issuer has one beneficial security holder- Issuer deemed to have ceased to be a reporting issuer.
Applicable Ontario Statutes
Securities Act, R.S.O. 1990, c. S.5, as am.,ss. 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
QUINTANA MINERALS RESOURCESCORP.
(formerly Spire Energy Ltd.)
MRRS DECISION DOCUMENT
1. WHEREAS the local securities regulatoryauthority or regulator (collectively the "Decision Makers")in each of Alberta and Ontario (the "Jurisdictions")has received an application from Spire Energy Ltd. ("Spire")(which has subsequently been amalgamated to form QuintanaMinerals Resources Corp. ("Quintana") (the "Filer")for a decision under the securities legislation (the "Legislation")that Spire 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 regulatorof this application;
3. AND WHEREAS Quintana has represented tothe Decision Makers that:
3.1 Spire was a corporation governed bythe Business Corporations Act (Alberta) with itshead office in Calgary, Alberta;
3.2 As of July 1, 2002, Spire had 17,342,219common shares issued and outstanding. There were no preferredshares issued and outstanding and no public debt securitiesoutstanding;
3.3 Spire was a reporting issuer not indefault of its obligations as a reporting issuer under theLegislation as at July 1, 2002;
3.4 Quintana was originally incorporatedas 3065610 Nova Scotia Company under the Companies Act(Nova Scotia) on April 19, 2002 and changed its name onApril 25, 2002. Quintana is wholly owned by Quintana MineralsCanada Investments Corp., which is also a company governedby the Companies Act (Nova Scotia). Quintana MineralsCorporation ("QMC"), a corporation incorporatedunder the laws of the State of Texas, is the ultimate controllingentity of Quintana;
3.5 Quintana was incorporated for the solepurpose of acquiring the common shares of Spire;
3.6 on April 26, 2002 a take-over bid circularwas mailed to all Spire shareholders;
3.7 as of June 3, 2002, Quintana had acquiredapproximately 16,625,746 common shares of Spire which representedapproximately 96% of the outstanding common shares of Spire.Computershare Trust Company of Canada, as depositary, has,on behalf of Quintana, taken up all of the Spire commonshares validly deposited pursuant to the offer, in compliancewith all applicable laws and not withdrawn on or prior toJune 3, 2002;
3.8 the common shares of Spire are no longerlisted for trading on any exchange or over-the-counter market;
3.9 Quintana's notice of compulsory acquisitionof the remaining shares of Spire not owned by Quintana pursuantto Part 16 of the Business Corporations Act (Alberta)was mailed on June 4, 2002 and was completed on June 5,2002;
3.10 On June 5, 2002 Quintana owned 100%of Spire's common shares and on July 1, 2002 Quintana andSpire amalgamated to form Quintana;
3.11 As a result of the amalgamation Quintanabecame a reporting issuer in the Provinces of Alberta andOntario. Quintana is a reporting issuer in these provincesand is not in default and has no securities listed on anyexchange or over the counter market. Quintana has 17,342,219shares outstanding, all of which are held by Quintana MineralsCanada Investments Corp. and has no other securities outstanding,including public debt securities.
3.12 Quintana does not intend to seek publicfinancing by way of an 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 pursuantto the Legislation is that Quintana be deemed to have ceasedto be a reporting issuer in the Jurisdictions.
September 25, 2002.
"Patricia M. Johnston"