Securities Law & Instruments

Headnote

Multilateral Instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- relief from eligibility requirements under section 2.2 of NI 44-101 and corresponding requirements under NI 44-102 for reporting issuer whose common shares are not listed on a short form eligible exchange -- common shares are listed on LSE.

Applicable Legislative Provisions

National Instrument 44-101 Short Form Prospectus Distributions.

National Instrument 44-102 Shelf Distributions.

September 11, 2013


IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ALBERTA AND ONTARIO
(the Jurisdictions)

AND

IN THE MATTER OF
THE PROCESS FOR EXEMPTIVE RELIEF
APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF
CARACAL ENERGY INC.
(the Filer)

DECISION



Background

The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Maker) has received an application from the Filer for a decision (the Exemption Sought) under the securities legislation of the Jurisdictions (the Legislation) exempting the Filer from the qualification criteria in paragraph 2.2(e) of National Instrument 44-101 Short Form Prospectus Distributions (NI 44-101) and subsections 2.2(1) and 2.2(2) and subparagraph 2.2(3)(b)(iii) of National Instrument 44-102 Shelf Distributions that the Filer's equity securities be listed and posted for trading on a short form eligible exchange (as such term is defined in NI 41-101).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):

(a) the Alberta Securities Commission is the principal regulator for this application;

(b) the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador; and

(c) this decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

Terms defined in National Instrument 14-101 Definitions or MI 11-102 have the same meaning if used in this decision, unless otherwise defined herein.

Representations

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

1. The Filer is a corporation incorporated under the Canada Business Corporations Act.

2. The head and registered office of the Filer is located in Calgary, Alberta.

3. The Filer is presently engaged in the exploration and development of crude oil and natural gas interests located in Chad.

4. The Filer is authorized to issue an unlimited number of common shares (the Common Shares), of which 115,657,752 were issued and outstanding as of August 21, 2013.

5. On July 4, 2013, the Filer filed and obtained a receipt for a prospectus in the Jurisdictions and the Non-Principal Passport Jurisdictions in conjunction with its application to the Financial Conduct Authority (the FCA) in the United Kingdom for the Common Shares to be admitted to the premium listing segment of the Official List of the FCA and to the London Stock Exchange plc (the LSE) for their admission to trading.

6. The Filer is a reporting issuer under the securities legislation of the Jurisdictions and the Non-Principal Passport Jurisdictions.

7. On July 9, 2013, the Common Shares were admitted to the premium listing segment of the Official List of the FCA and began trading on the LSE under the symbol "CRCL".

8. The Filer is not, to its knowledge after reasonable enquiry, in default of any requirements under the securities legislation of any province or territory of Canada.

9. The Filer is not, to its knowledge after reasonable enquiry, in default of any of the requirements of the FCA or LSE.

Decision

Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Makers to make the decision.

The decision of the Decision Makers under the Legislation is that the Exemption Sought is granted provided that the Common Shares continue to be admitted for trading on the LSE within the premium listing segment of the Official List of the FCA.

"Denise Weeres"
Manager, Legal
Corporate Finance
Alberta Securities Commission