Securities Law & Instruments

Headnote

Subsection 83.1(1) -- Issuer deemed to be a reporting issuer in Ontario -- Issuer already a reporting issuer in British Columbia and Alberta -- Issuer's securities listed for trading on the TSX Venture Exchange -- Continuous disclosure requirements in British Columbia and Alberta substantially same as those in Ontario.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 83.1(1).

October 14, 2005

IN THE MATTER OF

THE SECURITIES ACT, R.S.O. 1990,

CHAPTER S.5, AS AMENDED (the Act)

AND

IN THE MATTER OF

MYSTIQUE ENERGY, INC.

 

ORDER

(Subsection 83.1(1))

UPON the application of Mystique Energy, Inc. (the Issuer) for an order, pursuant to subsection 83.1(1) of the Act, deeming the Issuer to be a reporting issuer for the purposes of Ontario securities law;

AND UPON considering the application and the recommendation of the staff of the Ontario Securities Commission (the Commission);

AND UPON the Issuer representing to the Commission as follows:

1. The Issuer was incorporated on August 31, 1993 pursuant to the Business Corporations Act (Alberta) under the name "578303 Alberta Inc.". The Issuer changed its name to "Kingfisher Capital Corporation" by Certificate of Amendment dated November 19, 1993 and to "Schwanberg International Incorporated" by Certificate of Amendment dated January 24, 1994. Effective January 1, 2004, the wholly-owned subsidiaries of the Issuer, namely, "Lanex Resources Inc.", "Macroplus Energy Inc." and "650256 Alberta Ltd." were amalgamated into the Issuer. Finally, the Issuer changed its name to "Mystique Energy, Inc." by Certificate of Amendment dated January 19, 2004.

2. The head office of the Issuer is located at Suite 900, 805 -- 8th Avenue SW, Calgary, Alberta, T2P 1H7.

3. The Issuer is authorized to issue an unlimited number of common shares (the Common Shares) and preferred shares, of which 44,205,332 Common Shares are issued and outstanding. An aggregate of 3,223,400 of the Issuer's Common Shares are also reserved for issuance on the exercise of stock options granted by the Issuer to its directors, officers, employees and consultants, and a further 8,240,867 Common Shares are reserved for issuance upon the exercise of outstanding share purchase warrants.

4. The Issuer's Common Shares are listed and posted for trading on the TSX Venture Exchange (TSXV) under the symbol "MYS".

5. The Issuer has been a reporting issuer under the Securities Act (Alberta) (the Alberta Act) since on or about September 19, 1995 and became a reporting issuer under the Securities Act (British Columbia) (the BC Act) on November 19, 1999 as a consequence of the Alberta Stock Exchange/Vancouver Stock Exchange merger.

6. The Issuer is not a reporting issuer or equivalent under the securities legislation of any other jurisdiction in Canada.

7. The Issuer is not in default of any requirements of the Alberta Act, the BC Act or the TSXV.

8. The continuous disclosure requirements of the Alberta Act and the BC Act are substantially the same as the requirements under the Act.

9. The continuous disclosure materials filed by the Issuer under the BC Act since November 19, 1999 under the Alberta Act since March 23, 1998 are available on the System for Electronic Document Analysis and Retrieval.

10. The Issuer has not been the subject of any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority.

11. Neither the Issuer nor any of its officers, directors or shareholders holding sufficient securities of the Issuer to affect materially the control of the Issuer has:

(a) been the subject of any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority;

(b) entered into a settlement agreement with a Canadian securities regulatory authority; or

(c) been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision.

12. Neither the Issuer nor any of its officers, directors or shareholders holding sufficient securities to affect materially the control of the Issuer, is or has been subject to:

(a) any known ongoing or concluded investigations by:

(i) Canadian securities regulatory authorities; or

(ii) a court or regulatory body, other than a Canadian securities regulatory authority, that would be likely to be considered important to a reasonable investor making an investment decision; or

(b) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver manager or trustee within the preceding 10 years,

other than a review by the Alberta Securities Commission regarding a private placement of Common Shares by the Issuer to M.H. (Mike) Shaikh, an independent director of the Issuer, and the disclosure made by the Issuer with respect to a private transaction between Mr. Shaikh and two other former directors of the Issuer pursuant to which Mr. Shaikh had an option to acquire certain Common Shares from the former directors.

13. None of the officers or directors of the Issuer, nor any of its shareholders holding sufficient securities of to affect materially the control of the Issuer, is or has been at the time of such event, an officer or director of any other issuer which is or has been subject to:

(a) any cease trade or similar orders, or orders that denied access to any exemptions under Ontario securities law, for a period of more than 30 consecutive days, within the preceding 10 years; or

(b) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver manager or trustee, within the preceding 10 years.

14. The Issuer shall remit all participation fees due and payable by it pursuant to Ontario Securities Commission Rule 13-502 Fees by no later than two business days from the date of this Order.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

IT IS HEREBY ORDERED pursuant to subsection 83.1(1) of the Act that the Issuer be deemed to be a reporting issuer for the purpose of Ontario securities law.

"Iva Vranic"
Manager, Corporate Finance
Ontario Securities Commission