Triant Technologies Inc. - MRRS Decision

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., s. 83.

Citation: Triant Technologies Inc., 2006 ABASC 1453

June 21, 2006

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ALBERTA, ONTARIO AND QUEBEC

(the Jurisdictions)

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

TRIANT TECHNOLOGIES INC.

MRRS DECISION DOCUMENT

Background

1. The local securities regulatory authority or regulator (the Decision Maker) in each of Alberta, Ontario and Quebec (the Jurisdictions) have received an application from Triant Technologies Inc. (Triant) for a decision pursuant to the securities legislation of the Jurisdictions (the Legislation) that Triant be deemed to have ceased to be a reporting issuer or the equivalent under the Legislation.

2. Under the Mutual Reliance Review System For Exemptive Relief Applications (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.

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 definition.

Representations

4. This decision is based on the following facts represented by Triant:

4.1 The head office of Triant is located in Vancouver, British Columbia.

4.2 On December 12, 2005 Triant and Triant Holdings Inc. (Triant Holdings) completed a plan of arrangement (the Plan) under the Business Corporations Act (Alberta) that resulted in the reorganization of Triant. Triant is now a wholly owned subsidiary of Triant Holdings.

4.3 Triant agreed to transfer all of its assets to Triant Holdings in an agreement dated February 21, 2006. By letter agreement dated May 1, 2006 Triant agreed to amalgamate with 1211413 Alberta Ltd. and 1238364 Alberta Ltd. and continue on business as a private oil and gas company doing business in Alberta under the name Trafalgar Energy Ltd. The amalgamation is expected to close on June 6, 2006.

4.4 The outstanding securities of Triant, 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.

4.5 The common shares of Triant (Shares) were listed on the Toronto Stock Exchange. On December 12, 2005 the Shares were de-listed and substituted by the common shares of Triant Holdings.

4.6 No securities of Triant are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation.

4.7 Triant 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.

4.8 Triant has applied to voluntarily surrender its status as a reporting issuer in British Columbia (BC) under BC Instrument 11-502 Voluntary Surrender of Reporting Issuer Status.

4.9 Triant is not in default of any of its obligations under the Legislation as a reporting issuer except for failing to file the annual financial statements for the year ended December 31, 2005 and the interim financial statements for period ended March 31, 2006.

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 Triant be deemed to have ceased to be a reporting issuer or the equivalent under the Legislation.