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Ketch Energy Ltd. - MRRS Decision
Headnote
Mutual Reliance Review System for ExemptiveRelief Applications - issuer deemed to be no longer a reportingissuer under the Act.
Applicable Ontario Statutory Provisions
Securities Act, R.S.O. 1990, c. S.5, as am.,s. 83.
IN THE MATTER OF
THE CANADIAN SECURITIES LEGISLATIONOF
ALBERTA, SASKATCHEWAN, ONTARIO,AND QUÉBEC
AND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEWSYSTEM
FOR EXEMPTIVE RELEIF APPLICATIONS
AND
IN THE MATTER OF
KETCH ENERGY LTD.
DECISION DOCUMENT
WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof Alberta, Saskatchewan, Ontario and Québec (the "Jurisdictions")has received application from Ketch Energy Ltd. ("Ketch"or the "Corporation") for a decision pursuant to thesecurities legislation of the Jurisdictions (the "Legislation")that Ketch be deemed to have ceased to be a reporting issueror the equivalent under the Legislation;
AND WHEREAS pursuant to the Mutual RelianceReview Systems For Exemptive Relief Applications (the "System"),the Alberta Securities Commission is the Principal Regulatorfor this application.
AND WHEREAS it has been represented byKetch that:
1. The Corporation was continued under theBusiness Corporations Act (Alberta) on April 20, 1994.On June 13, 2000, the Corporation changed its name to "KetchEnergy Ltd." and consolidated its issued and outstandingshare capital on a one for five basis;
2. The head office and principal office ofthe Corporation is located at 1800, 255 - 5th AvenueS.W., Calgary, Alberta;
3. The authorized capital of Ketch consistsof 100,000,000 common shares (the "Common Shares").984486 Alberta Ltd. ("AcquisitionCo") owns all theCommon Shares that are currently issued and outstanding;
4. Ketch is a reporting issuer or the equivalentin each of the Jurisdictions;
5. Ketch is not in default of any of its obligationsas a reporting issuer or the equivalent under the Legislation;
6. On August 21, 2002, Ketch mailed to holdersof common shares ("Common Shares") and options ("Options")of Ketch a Notice of Special Meeting and Notice of Petitionand Information Circular (the "Information Circular"),which outlined the terms of and sought approval for a planof arrangement under Section 193 of the Business CorporationsAct (Alberta) involving Acclaim Energy Trust (the "Trust"),Acclaim Energy Inc. ("Acclaim"), Ketch, Ketch ResourcesLtd. ("ExploreCo") and 984486 Alberta Ltd. ("AcquisitionCo"),a wholly-owned subsidiary of Acclaim.
7. The Arrangement was approved by holdersof Common Shares and Options on September 26, 2002 and bythe Court of Queen's Bench of Alberta on September 7, 2002.Articles of Arrangement were filed on behalf of Ketch on October1, 2002.
8. Under the terms of the Arrangement, holdersof Common Shares received, as a return of capital, one (1)Common Share of ExploreCo for each three (3) Common Sharesheld. Each issued and outstanding Common Share was transferredto AcquisitionCo in exchange for 1.15 trust units of the Trust("Trust Units"). AcquisitionCo issued one (1) note(a "Note") to the Trust for each Trust Unit issued.
9. As a result of the Arrangement, AcquisitionCoacquired all of the issued and outstanding Common Shares inexchange for approximately 56,000,000 Trust Units.
10. AcquisitionCo is the sole registered securityholderof Ketch and there are no securities, including debt obligations,currently issued and outstanding other than the Common Shares.
11. The Common Shares were delisted from TheToronto Stock Exchange at the end of trading on October 4,2002, and there are no securities of Ketch listed on any stockexchange or traded over the counter in Canada or elsewhere;consequently, there is no longer a market for such securities;
12. Ketch does not intend to seek public financingby way of an offering of securities.
AND WHEREAS pursuant to the System thisDecision Document evidences the decision of each Decision Maker;
AND WHEREAS each of the Decision Makersis satisfied that tests contained in the Legislation that providesthe Decision Maker with the jurisdiction to make the Decisionhas been met;
IT IS THE DECISION by the Decision Makers,pursuant to the Legislation, that Ketch be declared not to bea reporting issuer or the equivalent under the Legislation.
November 27, 2002.
"Patricia M. Johnston"