National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- 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).
June 22, 2010
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ALBERTA AND ONTARIO
IN THE MATTER OF
THE PROCESS FOR EXEMPTIVE RELIEF
APPLICATIONS IN MULTIPLE JURISDICTIONS
IN THE MATTER OF
COMPASS PETROLEUM CORP.
The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Maker) has received an application from the Filer for a decision under the securities legislation (the Legislation) of the Jurisdictions that Compass Petroleum Corp. is deemed not to be a reporting issuer.
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a coordinated review application):
(a) the Alberta Securities Commission is the principal regulator for this application; and
(b) the decision is the decision of the principal regulator and evidences the decision of each other Decision Maker.
Terms defined in National Instrument 14-101 Definitions have the same meaning if used in this decision, unless otherwise defined.
This decision is based on the following facts represented by the Filer:
1. The Filer is a corporation subsisting under the laws of the Alberta. The principal office of the Filer is located in Alberta.
2. The Filer is a reporting issuer in each of the Jurisdictions.
3. On May 21, 2010, Sun Red Capital Corporation (Sun Red) and Compass Acquisition Corp., a wholly owned subsidiary of Compass Petroleum Ltd. (Compass), completed an amalgamation (the Amalgamation). The Amalgamation was approved at the special meeting of Sun Red shareholders held on May 21, 2010 and constituted Sun Red's "qualifying transaction" under the rules of the TSX Venture Exchange (TSX-V). Upon completion of the Amalgamation, all of the issued and outstanding shares of Sun Red (the Sun Red Shares) were exchanged for common shares of Compass (Compass Shares) on the basis of one Compass Share for each forty Sun Red Shares held. The resulting issuer, the Filer, is a wholly-owned subsidiary of Compass Petroleum Ltd.
4. As a result of the Amalgamation, the outstanding securities of the Filer are owned by fewer than 15 security holders in each of the jurisdictions in Canada and fewer than 51 security holders in total in Canada.
5. Following implementation of the Amalgamation, the common shares of Sun Red were delisted from the TSX-V. As such, no securities of the Filer are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation.
6. The Filer is not in default of any of its obligations as a reporting issuer under the Legislation except for failing to file its interim financial statements and certificates that were due on May 31, 2010 (the Interim Filings).
7. The Filer was not eligible to use the simplified procedure under CSA Staff Notice 12-307 Applications for a Decision that an Issuer is not a Reporting Issuer as it is in default for failure to file the Interim Filings.
8. The Filer has no plans to seek public financing by way of an offering of securities in Canada.
9. The Filer is applying to cease to be a reporting issuer in each of the Jurisdictions in Canada in which it is currently a reporting issuer.
Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.
The decision of the Decision Makers under the Legislation is that the Filer is deemed to have ceased to be a reporting issuer.