Magnus Energy Inc. - MRRS Decision

Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- application for an order that the issuer is not a reporting issuer.

Ontario Statutes

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

January 8, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN

AND ONTARIO

(the Jurisdictions)

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

MAGNUS ENERGY INC.

(the Filer)

 

MRRS DECISION DOCUMENT

Background

1. The local securities regulatory authority or regulator (the Decision Maker) in British Columbia, Alberta, Saskatchewan and Ontario has received an application from Magnus Energy Inc. under the securities legislation of the Jurisdictions (the Legislation) for a decision to be deemed to have ceased to be a reporting issuer in the Jurisdictions in accordance with the Legislation (the Requested Relief).

2. Under the Mutual Reliance Review System for Exemptive Relief Applications:

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

(b) this MRRS decision document evidences the decision of each Decision Maker.

Interpretation

3. Defined terms contained in National Instrument 14-101 Definitions have the same meaning in this decision unless they are defined differently in this decision.

Representations

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

(a) The Filer is a corporation existing under the Business Corporations Act (Alberta) (the ABCA) in the Province of Alberta with its head office located in Calgary, Alberta.

(b) On November 1, 2007, Questerre Energy Corp. (Questerre) acquired all of the issued and outstanding common shares of the Filer pursuant to a plan of arrangement under the ABCA (the Arrangement).

(c) The Filer is a reporting issuer or the equivalent in the provinces of Alberta, British Columbia, Saskatchewan and Ontario.

(d) Other than the Magnus A Shares held by Questerre, the Filer has no securities, including debt securities, outstanding.

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

(f) The Filer's shares were delisted from the Toronto Stock Exchange (the TSX) on December 21, 2007 and no securities of the Filer are listed or traded on a marketplace as defined in National Instrument 21-101 Market Place Operation.

(g) The Filer is applying for relief to cease to be a reporting issuer in all of the jurisdictions in Canada in which it is currently a reporting issuer.

(h) The Filer is not in default of any of its obligations under the Legislation as a reporting issuer other than the requirements to file: (i) interim financial statements and related management's discussion and analysis for the interim period ended September 30, 2007; and (ii) interim certificates under Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings in respect of its interim filings for the interim period ended September 30, 2007.

(i) Upon the granting of the relief requested herein, the Filer will not be a reporting issuer or the equivalent in any jurisdiction of Canada.

Decision

5. Each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the decision has been met.

6. The decision of the Decision Makers under the Legislation is that the Requested Relief is granted.

"Blaine Young"
Associate Director, Corporate Finance
Alberta Securities Commission