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.

July 12, 2005

IN THE MATTER OF

THE SECURITIES LEGISLATION

OF ALBERTA AND ONTARIO (THE JURISDICTIONS)

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

BARNWELL INDUSTRIES, INC. (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 is deemed to have ceased to be a reporting issuer (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 The Filer is a corporation incorporated under the laws of Delaware on December 5, 1956.

4.2 The Filer's main office is located in Honolulu, Hawaii.

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

4.4 The authorized capital of the Filer consists of 4,000,000 common shares, par value $0.50 and as of February 11, 2005 there were 2,723,020 shares of common stock, par value $0.50 outstanding, owned by approximately 1200 shareholders.

4.5 The Filer anticipated completing a transaction that might have increased the number of Canadian shareholders but the transaction was never consummated.

4.6 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 total in Canada.

4.7 The common shares of the Filer are listed and posted for trading on the American Stock Exchange. No securities of the Filer are traded in Canada on a marketplace as defined in National Instrument 21-101 Marketplace Operation

4.8 The Filer is subject in the United States of America to the reporting obligations of the Securities Exchange Act of 1934, as amended. Canadian securityholders may access the information filed by the Filer on the United States electronic filing system (EDGAR).

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

4.10 The Filer is not in default of any of its obligations under the Legislation.

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.

"Blaine Young"
Director, Legal Services & Policy Development
Alberta Securities Commission