Richards Oil & Gas Limited

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- issuer deemed to be no longer a reporting issuer under securities legislation.

Applicable Legislative Provisions

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

Citation: Richards Oil & Gas Limited, Re, 2011 ABASC 112

March 1, 2011

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ALBERTA, SASKATCHEWAN, ONTARIO,

NOVA SCOTIA AND NEW BRUNSWICK

(the Jurisdictions)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

RICHARDS OIL & GAS LIMITED

(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 under the securities legislation of the Jurisdictions (the Legislation) that the Filer is not 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.

Interpretation

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

Representations

The Decision is based on the following facts represented by the Filer:

1. The Filer was incorporated under the Business Corporations Act (Alberta) on May 18, 2004.

2. The Filer's head office is located in Calgary, Alberta.

3. The Filer is a reporting issuer in each of British Columbia, Alberta, Saskatchewan, Ontario, Nova Scotia and New Brunswick.

4. The authorized share capital of the Filer consists of an unlimited number of voting class A common shares (Class A Shares) and an unlimited number of convertible non-voting class B common shares (Class B Shares) of which 600,000 Class A Shares and 500,000 Class B Shares are issued and outstanding as of the date hereof.

5. The former common shares of the Filer (the Common Shares) were delisted from trading on the TSX Venture Exchange on July 9, 2010 (the Delisting) and, accordingly, no securities of the Filer are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation.

6. On December 30, 2010, the Filer completed a proposal (the Proposal) under the Bankruptcy and Insolvency Act which resulted in the reorganization and re-capitalization of the Filer for the purpose of settling the claims of the Filer's creditors and providing the Filer with sufficient resources to continue as a private company with a new board of directors. As a result of the Proposal, the outstanding securities of the Filer, including debt securities, are now beneficially owned, directly or indirectly, by fewer than 15 security holders in total in Canada.

7. The Filer is subject to cease trade orders in Alberta, British Columbia and Ontario for its failure to file required filings under applicable securities laws. The Filer sought and received orders partially revoking the cease trade orders in Alberta and Ontario in order to permit trades in securities necessary for and in connection with the Proposal. The Filer has applied for and expects to be granted concurrently with this Order, full revocations of the cease trade orders in Alberta, British Columbia and Ontario.

8. The Filer voluntarily surrendered its status as a reporting issuer in British Columbia pursuant to BC Instrument 11-102 Voluntary Surrender of Reporting Issuer Status.

9. The Filer is applying for a decision that it is not a reporting issuer in all of the Jurisdictions.

10. The Filer is not in default of any of its obligations under the Legislation as a reporting issuer as of the date hereof, other than the obligation to file: (a) its annual audited financial statements, managements' discussion and analysis and certification of annual filings for the year ended December 31, 2009; (b) its interim unaudited financial statements, interim managements' discussion and analysis and certification of interim filings for the interim periods ended March 31, June 30 and September 30, 2010; (c) its oil and gas disclosure prescribed by National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities for the year ended December 31, 2009; (d) the applicable form under OSC Rule 13-502 Fees for the year ended December 31, 2009; and (e) the notice under section 11.2(b) of National Instrument 51-102 Continuous Disclosure Obligations with respect of the Delisting (collectively, the Filings).

11. The Filer is 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 because it is in default of its obligation to file the Filings.

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

13. The Filer, upon the receipt of the decision, will no longer be a reporting issuer or the equivalent thereof in any jurisdiction in Canada.

Decision

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 and that the Filer's status as a reporting issuer is revoked.