Securities Law & Instruments


Headnote

Mutual Reliance Review System for Exemptive Relief Applications - Decision deeming a corporation to be no longer areporting issuer following the acquisition of all of its securities by another issuer.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c.S.5, as am., s.83.

IN THE MATTER OF

THE SECURITIES LEGISLATION

OF ALBERTA, ONTARIO AND QUÉBEC

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

PLACE RESOURCES CORPORATION

MRRS DECISION DOCUMENT

1. WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of Alberta,Ontario and Québec (the "Jurisdictions") has received an application from Place Resources Corporation("Place") for a decision under the securities legislation of the Jurisdictions (the "Legislation") that Place bedeemed to have ceased to be a reporting issuer or the equivalent under the Legislation;

2. AND WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Relief Applications (the"System"), the Alberta Securities Commission is the principal regulator for this application;

3. AND WHEREAS Place has represented to the Decision Makers that:

3.1 Place is a corporation amalgamated under the Business Corporations Act (Ontario);

3.2 the principal office of Place is in Calgary, Alberta;

3.3 Star Oil & Gas Ltd. ("Star") is a corporation incorporated under the Business Corporations Act(Alberta);

3.4 the principal office of Star is in Calgary, Alberta;

3.5 Place was formed by the amalgamation (the "Amalgamation") of the former Place ResourcesCorporation ("Old Place") and Star Oil & Gas Acquisition Ltd. ("SAL"), a wholly owned subsidiary ofStar, on January 16, 2001;

3.6 as Old Place was a reporting issuer or the equivalent in each of the Jurisdictions at the time of theAmalgamation, Place became a reporting issuer or the equivalent in each of the Jurisdictions as aresult of the Amalgamation;

3.7 under an offer to purchase dated October 16, 2000 and subsequently extended, SAL had acquired14,736,515 of the 16,560,090 outstanding common shares of Old Place ("Old Place Shares");

3.8 under the Amalgamation:

3.8.1. each Old Place Share held by SAL was cancelled;

3.8.2 all other outstanding Old Place Shares were converted into redeemable preferred shares ofPlace ("Place Preferred Shares");

3.8.3 the Place Preferred Shares were redeemed for cash; and

3.8.4 the common shares of SAL were converted into common shares of Place ("Place Shares");

3.9 Star owns all of the Place Shares;

3.10 there are no securities of Place, including debt securities, outstanding other than the Place Shares;

3.11 prior to the Amalgamation, the Old Place shares were listed on The Toronto Stock Exchange (the"TSE");

3.12 the Old Place Shares have been delisted from the TSE;

3.13 no securities of Place are listed on any stock exchange or traded on any market;

3.14 Place is not in default of any of its obligations as a reporting issuer or the equivalent under theLegislation;

3.15 Place does not intend to seek public financing by way of an offering of securities;

4. AND WHEREAS under the System, this MRRS Decision Document evidences the decision of each DecisionMaker (collectively, the "Decision");

5. AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that providesthe Decision Maker with the jurisdiction to make the Decision has been met;

6. THE DECISION of the Decision Makers under the Legislation is that Place is deemed to have ceased to be areporting issuer or the equivalent under the Legislation.

March 1, 2001.

"Patricia Johnston"