National Instrument 51-102 Continuous Disclosure Obligations, s. 13.1 -- BAR -- An issuer requires relief from the requirement to file a business acquisition report -- the acquisition is significant under the threshold applicable at the completion date of the acquisition; on June 30, 2015, amendments to NI 51-102 came into force raising the significance threshold for venture issuers from 40% to 100% for each of the asset and investment tests; the acquisition is not significant under the amended threshold
Applicable Legislative Provisions
National Instrument 51-102 Continuous Disclosure Obligations, s. 13.1.
August 10, 2015
IN THE MATTER OF THE SECURITIES LEGISLATION OF BRITISH COLUMBIA AND ONTARIO (THE JURISDICTIONS) AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF MAPLE LEAF ROYALTIES CORP. (THE FILER)
1 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 of the Jurisdictions (the Legislation) for a decision exempting the Filer from the requirement pursuant to Part 8 of National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) to file a Business Acquisition Report (a BAR) with respect to the April 1, 2015 acquisition of royalty interests and non-operated in working interests in a total of 17 oil and gas wells located in Alberta and Saskatchewan (the Exemption Sought).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):
(a) the British Columbia Securities Commission is the principal regulator for this application;
(b) the Filer has provided notice that Section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in Alberta; and
(c) the decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
2 Terms defined in National Instrument 14-101 Definitions, MI 11-102, or NI 51-102 have the same meaning if used in this decision, unless otherwise defined.
3 This decision is based on the following facts represented by the Filer:
1. the Filer is a corporation incorporated under the Business Corporations Act (British Columbia);
2. the Filer's head office is located in Vancouver, British Columbia;
3. the Filer is a reporting issuer in British Columbia, Alberta, and Ontario;
4. the Filer's common shares are listed and posted for trading on the TSX Venture Exchange under the symbol "MPL"; the Filer is a venture issuer;
5. the Filer's principal business activity includes investing in royalties on oil and gas production, with its current asset base concentrated in west central Alberta;
6. on April 1, 2015, the Filer completed the acquisition of royalty interests and non-operated working interests in a total of 17 oil and gas wells located in Alberta and Saskatchewan from Maple Leaf 2012-II Energy Income Limited Partnership (the Acquisition);
7. under Part 8 of NI 51-102, the Filer is required to file a BAR for any completed acquisition that is determined to be significant based on the Acquisition satisfying any of the two significance tests set out in subsections 8.3(2)(a) and (b) of NI 51-102 or the optional significance tests in subsections 8.3(4)(a) and (b) of NI 51-102 (together, the Significance Tests);
8. prior to June 30, 2015 the Significance Tests threshold for venture issuers was set at 40% for each of the asset and investment tests; on June 30, 2015, amendments to NI 51-102 came into force setting the Significant Tests threshold for venture issuers at 100% for each of the asset and investment tests;
9. in accordance with section 8.3 of NI 51-102, the "Investment Test" and the "Optional Investment Test" for the Acquisition are 57.4% and 55.3% respectively; because the Filer completed its acquisition before June 30, 2015, without exemptive relief, the Filer is required to file a BAR pursuant to subsection 8.2(1) of NI 51-102; and
10. the Filer is not in default of any of its obligations as a reporting issuer under the Legislation other than its obligation to file a BAR in connection with the Acquisition.
4 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 Exemption Sought is granted.