Calpine Canada Trigas Ltd. - MRRS Decision

IN THE MATTER OF

THE SECURITIES LEGISLATION

OF ALBERTA, SASKATCHEWAN,

ONTARIO AND QUEBEC

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

CALPINE CANADA TRIGAS LTD.

MRRS DECISION DOCUMENT

1. WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of the provincesof Alberta, Saskatchewan, Ontario and Quebec (the "Jurisdictions") has received an application from CalpineCanada TriGas Ltd. ("Calpine Canada") for a decision pursuant to the securities legislation of the Jurisdictions(the "Legislation") that Calpine be deemed to have ceased to be a reporting issuer or equivalent under theLegislation;

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 Calpine Canada has represented to the Decision Makers that:

3.1 Calpine Canada was formed under the laws of Alberta pursuant to an amalgamation (the"Amalgamation") under the Business Corporations Act (Alberta) (the "ABCA");

3.2 Calpine Canada's head office is located in Calgary, Alberta;

3.3 the authorized capital of Calpine Canada consists of an unlimited number of common shares, of which35,176,833 common shares are issued and outstanding;

3.4 Calpine Canada is not in default of any of the requirements of the Legislation;

3.5 Calpine Corporation ("Calpine USA") is a corporation existing under the laws of Delaware;

3.6 899340 Alberta Ltd. ("899340") was a wholly-owned subsidiary of 899510 Alberta Ltd. ("899510") andan indirect wholly-owned subsidiary of Calpine USA;

3.7 899510 is an indirect wholly-owned subsidiary of Calpine USA;

3.8 899340 successfully completed a take-over bid offer (the "Offer") to acquire all of the outstandingcommon shares of TriGas Exploration Inc. ("TriGas) and subsequently exercised its rights under thecompulsory acquisition provisions of the ABCA to acquire the common shares of TriGas not tenderedunder the Offer;

3.9 after acquiring all of the common shares of TriGas, the Amalgamation was completed between TriGasand 899340 to form Calpine Canada;

3.10 as a result of the Amalgamation, 899510 became the sole owner of all of the outstanding commonshares of Calpine Canada;

3.11 prior to the Amalgamation, TriGas was a reporting issuer in each of the Jurisdictions;

3.12 as a result of the Amalgamation, Calpine Canada became a reporting issuer in each of theJurisdictions on January 1, 2001;

3.13 the common shares of TriGas were de-listed from The Toronto Stock Exchange on November 28,2000;

3.14 no securities of Calpine Canada are listed or quoted on any exchange or market;

3.15 Calpine Canada has no securities outstanding other than the common shares and one DemandPromissory Note evidencing indebtedness to 899340; and

3.16 Calpine Canada does not intend to seek public financing by way of an offering of its 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 Calpine Canada is deemed to have ceasedto be a reporting issuer or the equivalent under the Legislation.

March 29, 2001.

"Patricia M. Johnston"