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Allied Oil & Gas Corp. - MRRS Decision
Headnote
Mutual Reliance Review System for Exemptive ReliefApplications - issuer deemed to no longer be a reporting issuerunder the Act;
Applicable Alberta StatutoryProvisions Securities Act, R.S.A., 2000, c.S-4,s. 153
IN THE MATTER OF
THE SECURITIES LEGISLATION
OF ALBERTA, SASKATCHEWAN, ONTARIO, QUÉBEC
NOVA SCOTIA AND NEWFOUNDLANDAND LABRADOR
AND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF
ALLIED OIL & GAS CORP.
MRRS DECISION DOCUMENT
1. WHEREAS the local securitiesregulatory authority or regulator (the "Decision Maker") ineach of Alberta, Saskatchewan, Ontario, Québec, NovaScotia and Newfoundland and Labrador (the "Jurisdictions") hasreceived an application from Allied Oil & Gas Corp. ("Allied"or the "Corporation") for a decision pursuant to the securitieslegislation of the Jurisdictions (the "Legislation") that Alliedbe deemed to have ceased to be a reporting issuer under theLegislation;
2. AND WHEREAS pursuant to the MutualReliance Review System for Exemptive Relief Applications (the"System") the Alberta Securities Commission is the principal regulatorfor this application; 3. AND WHEREAS Alliedhas represented to the Decision Makers that: 3.1 Allied was incorporated pursuantto the Business Corporations Act (Alberta) (the "ABCA") on February27, 1998 as Allied Petroleum Inc. On May 29, 1998 the Corporationcompleted its initial public offering of common shares (the "CommonShares") pursuant to a prospectus dated May 19, 1998. 3.2 the Common Shares commenced tradingon the Canadian Venture Exchange (then The Alberta Stock Exchange)(the "CDNX") on August 18, 1998 under the symbol "APX"; 3.3 on October 20, 1998, the Corporation'sArticles were amended to consolidate its issued and outstandingCommon Shares on the basis of one new Common Share for each twoCommon Shares formerly issued and outstanding and to change thename of the Corporation to Allied Consolidated Energy Inc. OnApril 19, 1999, the Corporation's Articles were further amendedto consolidate the Corporation's share capital on the basis ofone new Common Share for each five Common Shares formerly issuedand outstanding and to change the name of the Corporation to AlliedOil & Gas Corp; 3.4 the Common Shares were listedand posted for trading on The Toronto Stock Exchange (the "TSE")under the symbol "AOG" on October 2, 2000. The Common Shares weresubsequently de-listed from the CDNX; 3.5 the registered office of Alliedis located at 4500 Bankers Hall East, 855 - 2nd Street S.W., Calgary,Alberta T2P 4K7; 3.6 Allied is a reporting issuerunder the Legislation, and is not in default of any requirementthereunder; 3.7 by way of an Offer to Purchaseand Circular dated October 19, 2001 (as amended by a Notice ofExtension dated November 26, 2001), 942235 Alberta Ltd. ("Acquisitionco"),an indirect wholly-owned subsidiary of The City of Medicine Hat(the "City"), made an offer to purchase all of the issued andoutstanding Common Shares (the "Offer"); 3.8 pursuant to the Offer, Acquisitioncoacquired 17,774,129 Common Shares, representing approximately79% of the outstanding Common Shares; 3.9 at a special meeting of Alliedshareholders (the "Shareholders") held on January 28, 2002, theShareholders approved, by special resolution, the amalgamationof Allied and Acquisitionco (the "Amalgamation"). As a resultof the Amalgamation, Allied Oil & Gas Corp. ("Amalco") wasformed pursuant to a Certificate of Amalgamation dated January28, 2002; 3.10 pursuant to the Amalgamationeach issued and outstanding Common Share (other than those heldby Acquisitionco) was converted into one Class B Redeemable PreferredShare (the "Redeemable Preferred Shares") of Amalco. Each RedeemablePreferred Share was immediately redeemed for $2.65 in cash; 3.11 as a result of a series of transactionseffected after the Amalgamation, Amalco became a wholly-ownedsubsidiary of the City on January 31, 2002; 3.12 Amalco is now authorized toissue an unlimited number of Common Shares and, an unlimited numberof preferred shares (the "Preferred Shares"); 3.13 as at March 12, 2002, the issuedand outstanding securities of Amalco consisted of one Common Shareand 5,981 Preferred Shares, all of which are owned by the City; 3.14 the Common Shares were delistedby the TSE at the close of trading on February 1, 2002; 3.15 other than the outstanding CommonShare and the outstanding Preferred Shares, Amalco has no securities,including debt securities, outstanding; 3.16 Amalco does not intend to seekpublic financing by way of an offering of its securities. 4. AND WHEREAS underthe System, this MRRS Decision Document evidences the decisionof each Decision Maker (collectively, the "Decision"); 5. AND WHEREAS eachof the Decision Makers is satisfied that the test contained inthe Legislation that provides the Decision Maker with the jurisdictionto make the Decision has been met; 6. AND WHEREAS theDecision of the Decision Makers pursuant to the Legislation isthat Amalco is deemed to have ceased to be a reporting issuerunder the Legislation as of the date of this Decision. April 15, 2002. "Patricia M. Johnston"