Veresen Inc.

Decision

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Filer requests relief exempting it from the requirements under section 4.2 of National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards (NI 52-107) that any other financial statements filed pursuant to section 2.1(2)(e) of NI 52-107 be prepared in accordance with Canadian GAAP -- Part V for the financial year that begins on or after January 1 2011 but before January 1 2012.

Applicable Legislative Provisions

National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards.

Citation: Veresen Inc., Re, 2012 ABASC 72

February 27, 2012

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

VERESEN 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 under the securities legislation of the Jurisdictions (the Legislation) exempting the Filer from the requirements under section 4.2 of National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards (NI 52-107) that any other financial statements filed pursuant to section 2.1(2)(e) of NI 52-107, be prepared in accordance with Canadian GAAP -- Part V for the financial year that begins on or after 1 January 2011 but before 1 January 2012 (the Voluntary Financial Statements) (the Exemption Sought).

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, Québec, Nova Scotia, New Brunswick, Newfoundland and Prince Edward Island; 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, MI 11-102 or NI 52-107 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 Business Corporations Act (Alberta). The head office of the Filer is in Calgary, Alberta.

2. The Filer is a reporting issuer or equivalent in the Jurisdictions and each of the Passport Jurisdictions and is not in default of securities legislation in any jurisdiction.

3. The Filer is not an SEC issuer.

4. As a "qualifying entity" for the purposes of section 5.4 of NI 52-107, the Filer is permitted by that provision to prepare its financial statements for its financial year commencing 1 January 2011 and ending 31 December 2011 in accordance with Canadian GAAP - Part V of the Handbook. Pursuant to section 5.4 of NI 52-107, the Filer chose to prepare its 2011 financial statements in accordance with Canadian GAAP -- Part V of the Handbook.

5. On 15 July 2011, the Filer was granted exemptive relief pursuant to the legislation in Re Veresen Inc., 2011 ABASC 380 (the U.S. GAAP Relief), which decision exempts the Filer from the requirement of section 3.2 of NI 52-107 that the Filer prepares its financial statements in accordance with Canadian GAAP applicable to publicly accountable enterprises and allows the Filer to prepare its financial statements in accordance with U.S. GAAP for the financial years that begin on or after 1 January 2012 but before 1 January 2015.

6. The Filer believes that filing the Voluntary Financial Statements in advance of its first U.S. GAAP interim filing for 2012 will assist readers in understanding the transition from Canadian GAAP -- Part V to U.S. GAAP.

7. The Filer will prepare the Voluntary Financial Statements in accordance with U.S. GAAP, except that the Filer will not provide the statements of income, shareholders' equity and cash flows for the fiscal year ended 31 December 2009 (Modified U.S. GAAP).

8. The Filer will file the Voluntary Financial Statements on SEDAR under the "Other" documents category with an explanatory cover note.

9. The Filer will file the Voluntary Financial Statements subsequent to the filing of the Canadian GAAP -- Part V annual audited financial statements for Fiscal 2011 and prior to the filing of its unaudited interim financial statements as at and for the three months ended 31 March 2012, which will be prepared in accordance with U.S. GAAP.

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 Exemption Sought is granted, provided that the Filer prepares the Voluntary Financial Statements in accordance with Modified U.S. GAAP.

"Cheryl McGillivray"
Manager, Corporate Finance
Alberta Securities Commission