Securities Law & Instruments

Headnote

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

Applicable Legislative Provisions

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

Citation: Harvest Grand Inc., 2007 ABASC 764

October 24, 2007

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

HARVEST GRAND 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) 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.

Interpretation

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

Representations

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

(a) The Filer is a corporation incorporated under the Business Corporations Act (Alberta) the A.B.C.A. The Filer's head office is located in Calgary, Alberta.

(b) The authorized capital of the Filer consists of an unlimited number of common shares and an unlimited number of Series 1 preferred shares. As at the date hereof, all of the outstanding common shares of the Filer are owned by Harvest Operations Corp. and all of the outstanding Series 1 preferred shares of the Filer are owned by Harvest Operations Corp.

The Take-Over Bid for Grand Petroleum Inc.

(c) On August 10, 2007, the Filer issued a press release announcing that pursuant to an offer dated June 20, 2007, as extended July 26, 2007 (the Offer), the Filer acquired approximately 94.6% of the outstanding common shares (the Common Shares) of Grand Petroleum Inc. (Grand) on August 9, 2007.

(d) Following the expiry of the Offer, the Filer acquired the remaining Common Shares pursuant to the compulsory acquisition provisions of the A.B.C.A. on August 15, 2007.

(e) The Common Shares were de-listed from the TSX Venture Exchange on August 23, 2007. No securities of the Filer are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation.

(f) The Filer and Grand were amalgamated with the amalgamated company continuing under the name "Harvest Grand Inc." on August 16, 2007 (the Amalgamation).

(g) As a result of the Amalgamation, by operation of law, the Filer became a reporting issuer in the Jurisdictions in which Grand had been a reporting issuer, which included British Columbia.

(h) The outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the Jurisdictions and fewer than 51 securityholders in Canada. Currently, Harvest Operations Corp. beneficially owns all of the Common Shares.

(i) The Filer has no current intention to seek public financing by way of an offering of securities.

(j) The Filer is applying for relief to cease to be a reporting issuer in all of the jurisdictions of Canada in which it is currently a reporting issuer.

(k) On September 20, 2007, the Filer filed a notice in British Columbia under BC Instrument 11-502 Voluntary Surrender of Reporting Issuer Status stating that it will cease to be reporting issuer in British Columbia on September 30, 2007. On September 25, 2007, the British Columbia Securities Commission sent notice that it had received and accepted such notice.

(l) The Filer is not in default of any of its obligations under the Legislation other than with respect to the failure to file its interim financial statements for the period ended June 30, 2007 and the Management Discussion and Analysis for such financial statements under National Instrument 51-102 Continuous Disclosure Obligations and the related certification for such financial statements under Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings.

(m) Upon the grant of the relief requested herein, the Filer will not be a reporting issuer in any jurisdiction in Canada.

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 be granted.

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