Securities Law & Instruments

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- issuer deemed to have ceased to be a reporting issuer.

Ontario Statutes

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 83.

IN THE MATTER

OF THE SECURITIES LEGISLATION

OF ALBERTA, SASKATCHEWAN AND ONTARIO

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

RUBICON ENERGY CORPORATION

 

MRRS DECISION DOCUMENT

1. WHEREAS the Canadian securities regulatory authority or regulator (the "Decision Maker") in each of the provinces of Alberta, Saskatchewan and Ontario (the "Jurisdictions") has received an application from Rubicon Energy Corporation ("Rubicon" ) for a decision pursuant to the securities legislation of the Jurisdictions (the "Legislation") that Rubicon be deemed to have ceased to be a reporting issuer under the Legislation;

2. AND WHEREAS under the Mutual Reliance Review System for Exemptive Relief Applications (the "System"), the Alberta Securities Commission is the principal regulator for this application;

3. AND WHEREAS, unless otherwise defined, the terms herein have the meaning set out in National Instrument 14-101 Definitions;

4. AND WHEREAS Rubicon has represented to the Decision Makers that:

4.1 Rubicon was incorporated under the British Columbia Company Act on September 20, 1989 as Kalman Communications Incorporated ("Kalman"). Effective August 6, 1996 Kalman changed its name to Ancilla Technologies, Inc. ("Ancilla") and was continued under the Business Corporations Act (Alberta) effective March 30, 1998. Effective November 23, 1998 Ancilla changed its name to Rubicon Energy Corporation;

4.2 Rubicon amalgamated with HighWest Acquisition Corp. ("Highwest") on March 5, 2004 and as a result, Rubicon became a wholly-owned subsidiary of Highwest;

4.3 Rubicon's head office is located in Calgary, Alberta;

4.4 Rubicon is currently a reporting issuer in Alberta, Saskatchewan and Ontario and ceased to be a reporting issuer in British Columbia on May 21, 2004;

4.5 the authorized capital of Rubicon is an unlimited number of common shares (the "Common Shares") and as at the date hereof there are 13,683,281 Common Shares outstanding, all of which are held by Highwest;

4.6 the outstanding securities of Rubicon, including debt securities, are beneficially owned, directly or indirectly, by less than 15 security holders in each of the jurisdictions in Canada and less than 51 security holders in total in Canada;

4.7 no securities of Rubicon are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation;

4.8 Rubicon is applying for relief to cease to be a reporting issuer in all of the jurisdictions in Canada in which it is currently a reporting issuer; and

4.9 Rubicon is not in default of any of its obligations under the Legislation as a reporting issuer other than the following requirements:

4.9.1 to file its annual financial statements and annual information form for the fiscal year ended December 31, 2003; and

4.9.2 to pay its annual participation fees in Ontario which were due on May 2, 2004;

5. AND WHEREAS under the System, this MRRS Decision Document evidences the decision of each Decision Maker (the "Decision");

6. AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the Decision has been met;

7. THE DECISION of the Decision Makers pursuant to the Legislation is that Rubicon is deemed to have ceased to be a reporting issuer under the Legislation.

June 15, 2004.

"Patricia M. Johnston"