Three Sisters Mountain Village Inc. - MRRS Decision

Headnote

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

Applicable Ontario Statutory Provisions

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

Citation: Three Sisters Mountain Village Ltd., 2004 ABASC 1083.

November 2, 2004

IN THE MATTER OF

THE SECURITIES LEGISLATION

OF ALBERTA, SASKATCHEWAN, ONTARIO

AND QUEBEC (THE JURISDICTIONS)

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

THREE SISTERS MOUNTAIN VILLAGE LTD. (THE FILER)

MRRS DECISION DOCUMENT

Background

1. The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) that the Filer be deemed to have ceased to be a reporting issuer under the Legislation (the Requested Relief).

2. Under the Mutual Reliance Review System for Exemptive Relief Applications (the MRRS):

2.1 the Alberta Securities Commission is the principal regulator for this application, and

2.2 this MRRS decision document evidences the decision of each Decision Maker (the Decision).

Interpretation

3. Defined terms contained in National Instrument 14-101 Definitions have the same meaning in this Decision unless they are otherwise defined in this Decision.

Representations

4. This Decision is based on the following facts represented by the Filer:

4.1 On April 9, 2003, TGS Properties Ltd. (TGS), Destination Resorts Inc. (Destination), Three Sisters Resorts Inc. (Three Sisters) and D.R.I. Properties Ltd. (D.R.I.)(TGS, Destination, Three Sisters and D.R.I. collectively, the Predecessor Entities) amalgamated under the Business Corporations Act (Alberta) to continue as the Filer (the Amalgamation).

4.2 The Filer's head office is located in Calgary Alberta.

4.3 The Filer is currently a reporting issuer in the Jurisdictions.

4.4 The authorized capital of the Filer consists of an unlimited number of Common Shares (Common Shares) and Preferred Shares, issuable in series.

4.5 Pursuant to an agreement governing the Amalgamation between the Predecessor Entities and the Filer, the Filer continued to be liable for the obligations of each of the Predecessor Entities and as at the date of the Amalgamation TGS had the following debentures (collectively, the Debentures) issued and outstanding:

4.5.1 7.5% redeemable debentures due February 1, 2004 in the amount of $4,301,400,

4.5.2 8% redeemable debentures due May 1, 2006 in the amount of $6,772,500, and

4.5.3 8.5% redeemable debentures due September 1, 2008 in the amount of $6,882,000.

4.6 Pursuant to a series of transactions, the Debentures have all been paid out and the following securities are the only securities issued and outstanding as fully paid and non-assessable securities of the Filer:

4.6.1 42,325,206 Common Shares of which 26,883,301 Common Shares are held by TGS Properties Inc. (TGSPI), 13,149,087 Common Shares are held by 612716 Saskatchewan Ltd., a wholly-owned subsidiary of TGSPI, and 2,292,818 Common Shares are held by 849683 Alberta Ltd., a wholly-owned subsidiary of TGSPI, and

4.6.2 4,900,000 Preferred Shares, Series II, all of which are held by TGSPI.

4.7 The outstanding securities of the Filer, 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.

4.8 No securities of the Filer are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation.

4.9 The Filer is applying for relief to cease to be a reporting issuer in all jurisdictions of Canada in which it is currently a reporting issuer.

4.10. The Filer is not in default of any obligations under the Legislation as a reporting issuer other than the failure to comply with its continuous disclosure obligations since April 14, 2003.

Decision

5. 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.

6. The decision of the Decision Makers under the Legislation is that the Requested Relief is granted.