Securities Law & Instruments

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- Issuer has only one security holder -- Issuer is not a reporting issuer.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10).

June 18, 2007

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ALBERTA, ONTARIO AND QUÉBEC

(the Jurisdictions)

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

GENEVEST INC. (the Filer)

 

MRRS DECISION DOCUMENT

Background

1. The local securities regulatory authority or regulator (the Decision Maker) in Alberta, Ontario and Quebec (the Jurisdictions) has received an application from Genevest Inc. (the Filer) under the securities legislation of the Jurisdictions (the Legislation) for a decision to be deemed to have ceased to be a reporting issuer in the Jurisdictions in accordance with the Legislation.

2. Pursuant to the Mutual Reliance Review System for Exemptive Relief Applications (the System), the Alberta Securities Commission is the principal regulator for this application.

Interpretation

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

Representations

4. This decision is based on the following representations by the Filer to each Decision Maker:

(a) The Filer is a corporation existing under the laws of Alberta.

(b) The Filer's registered and head office is located in Calgary, Alberta.

(c) The authorized capital of the Filer consists of an unlimited number of common shares (the Genevest Shares). As at the date hereof, all of the outstanding Genevest Shares are beneficially owned by Pinetree Capital Ltd. (Pinetree) and have been since June, 2004. There are no other securities of Genevest outstanding.

(d) The Filer is a reporting issuer under the Legislation in each of the Jurisdictions. The Filer ceased to be a reporting issuer in British Columbia on May 21, 2007 under BC Instrument 11-502 -- Voluntary Surrender of Reporting Issuer Status.

(e) Effective June 1, 2004, Genevest Inc., one of the predecessor entities to the Filer (Pre-Amalgamation Genevest), and 981268 Alberta Ltd., a wholly-owned subsidiary of Pinetree, amalgamated (the Amalgamation) to form the Filer, which became (and remains) a wholly-owned subsidiary of Pinetree, and the holders of all of the outstanding common shares of Pre-Amalgamation Genevest (Pre-Amalgamation Shares) received common shares of Pinetree in exchange therefor.

(f) The Amalgamation was approved by holders of the Pre-Amalgamation Shares at a special meeting of shareholders held on May 27, 2004.

(g) Prior to the Amalgamation, Pre-Amalgamation Genevest was a reporting issuer under the Legislation of the Jurisdictions and the securities legislation of British Columbia for a period of in excess of twelve months. Accordingly, as the continuing entity of Pre-Amalgamation Genevest following the Amalgamation, the Filer became a reporting issuer in all such jurisdictions.

(h) Prior to the Amalgamation, the Pre-Amalgamation Shares were listed and posted for trading on the TSX Venture Exchange. In connection with the Amalgamation, the Pre-Amalgamation Shares were de-listed from the TSX Venture Exchange on June 8, 2004.

(i) As at the date hereof, no securities of the Filer are listed or traded on a marketplace as defined in National Instrument 21-101 - Marketplace Operation and the Filer has no current intention to seek public financing by way of an offering of securities.

(j) Pinetree is not in default of any of its obligations as a reporting issuer under the Legislation.

(k) The Filer is not in default of any of its obligations as a reporting issuer under the Legislation, other than: 1) the fact that it has been filing the financial statements and related management's discussion and analysis (MD & A) of its parent, Pinetree, on its SEDAR profile since March, 2005; 2) failure to file annual financial statements for the year ended December 31, 2006, and related MD &A and certification for such financial statements; and 3) failure to file interim financial statements for the period ended March 31, 2007 and related MD &A and certification for such financial statements as required under Multilateral Instrument 52-109 -- Certification of Disclosure in Issuer's Annual and Interim Filings.

(l) The Filer 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.

Decision

5. Pursuant to the System, this MRRS Decision Document evidences the decision of each Decision Maker.

6. Each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decisions Maker with the jurisdiction to make the decision has been met.

7. The decision of the Decision Makers under the Legislation is that the Filer is deemed to have ceased to be a reporting issuer or equivalent under the Legislation.

"Blaine Young"
Associate Director, Corporate Finance
Alberta Securities Commission