Mutual Reliance Review System for Exemptive Relief Applications -- application for an order that the issuer is not a reporting issuer.
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10).
Citation: Vault Energy Inc., 2007 ABASC 448
July 9, 2007
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ALBERTA, SASKATCHEWAN, ONTARIO,
QUEBEC AND NEW BRUNSWICK
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
VAULT ENERGY INC.
MRRS DECISION DOCUMENT
1. The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application from the Applicant, for a decision under the securities legislation of the Jurisdictions (the Legislation) to be deemed to have ceased to be a reporting issuer in the Jurisdictions in accordance with the Legislation.
2. Under the Mutual Reliance Review System for Exemptive Relief Applications:
(a) the Alberta Securities Commission is the principal regulator for this application; and
(b) this MRRS decision document evidences the decision of each Decision Maker.
3. Defined terms contained in National Instrument 14-101 -- Definitions have the same meaning in this decision unless they are defined in this decision.
4. This decision is based on the factual information below as provided by the Filer:
(a) The Filer is a corporation existing under the Business Corporations Act (Alberta).
(b) The Filer's registered and principal office is located in Calgary, Alberta.
(c) The Filer is a reporting issuer under the Legislation in each of the Jurisdictions.
(d) Pursuant to an amalgamation dated June 22, 2005, Chamaelo Energy Inc. (Chamaelo) and Vault Acquisition Inc. (VAI) were amalgamated to form the Filer (the Amalgamation).
(e) Prior to the Amalgamation, VAI was not a reporting issuer or the equivalent in any jurisdiction in Canada.
(f) Prior to the Amalgamation, Chamaelo was a reporting issuer or the equivalent in the provinces of Alberta, British Columbia, Saskatchewan, Ontario, Québec and New Brunswick.
(g) As a result of the Amalgamation, the only outstanding securities of the Filer consist of (i) common shares, all of which are owned by Vault Energy Trust (VET) and (ii) exchangeable shares which are exchangeable into trust units of VET (Exchangeable Shares). As part of the Amalgamation, holders of common shares of Chamaelo (Chamaelo Shares) exchanged one Chamaelo Share for, at their election where eligible, either half of one trust unit of VET (Trust Unit) or half of one Exchangeable Share.
(h) All of the issued and outstanding securities of the Filer, including debt securities but excluding Exchangeable Shares are beneficially owned by VET.
(i) All of the issued and outstanding Exchangeable Shares are beneficially owned by 29 security holders, of which 28 are resident in Alberta and one is resident in Saskatchewan.
(j) Pursuant to a decision dated June 17, 2005 of the Alberta Securities Commission on behalf of the local securities regulatory authority or regulator in each of the Jurisdictions under the Legislation of the Jurisdictions, the Filer was exempt in the Jurisdictions from, among other things, the requirements contained in National Instrument 51-102 -- Continuous Disclosure Obligations.
(k) The Filer ceased to be a reporting issuer in British Columbia on April 23, 2007 under BC Instrument 11-502 - Voluntary Surrender of Reporting Issuer Status.
(l) VET is a reporting issuer in all of the provinces and territories of Canada. The Trust Units are listed on the Toronto Stock Exchange.
(m) No securities of the Applicant are traded on a marketplace as defined in National Instrument 21-101 -- Marketplace Operation.
(n) 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.
(o) The Filer is not in default of any of its obligations under the Legislation.
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 Filer is deemed to have ceased to be a reporting issuer under the Legislation.