Securities Law & Instruments

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - Issuer has one security holder, issuerdeemed to have ceased to be a reporting issuer.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am.,s. 83.

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

ALBERTA, SASKATCHEWAN, ONTARIO,QUEBEC, AND

NEWFOUNDLAND AND LABRADOR

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

GOTHIC RESOURCES INC.

 

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof the provinces of Alberta, Saskatchewan, Ontario, Quebec andNewfoundland and Labrador (the "Jurisdictions") hasreceived an application from Gothic Resources Inc. ("Gothic")for a decision under the securities legislation of each of theJurisdictions (the "Legislation") that Gothic be deemedto have ceased to be a reporting issuer in each of the Jurisdictions;

AND WHEREAS under the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),the Saskatchewan Financial Services Commission is the principalregulator for this application;

AND WHEREAS, unless otherwise defined,the terms herein have the meaning set out in National Instrument14-101 Definitions or in Quebec Commission Notice 14-101;

AND WHEREAS Gothic has represented tothe Decision Makers that:

1. Gothic was formed by the amalgamation ofDurham Resources Ltd. and Edge Resources Ltd. on July 9, 1991under the Company Act (British Columbia). The amalgamatedcompany was continued under The Canada Business CorporationsAct (Canada) (the "CBCA") on August 1, 1991.Later in 1991 following the continuation, Gothic, Gothic'sQuebec wholly-owned subsidiary, 2626-4838 Quebec Inc. ("Quebecsubco")and Golden Day Mining Exploration Inc. ("Golden Day")completed a triangular amalgamation whereby Golden Day andQuebecsubco amalgamated to form an amalgamated company ("QuebecAmalco")under the Quebec Companies Act (Quebec). All of theGolden Day shareholders received shares of Gothic insteadof shares of QuebecAmalco and QuebecAmalco became a wholly-ownedsubsidiary of Gothic. QuebecAmalco was subsequently wound-upinto Gothic;

2. Gothic is a reporting issuer in each ofthe Jurisdictions and is not in default of any of the requirementsof the Legislation;

3. On December 18, 2002 Gothic entered intoan arrangement (the "Arrangement") under section192 of the CBCA with its then wholly-owned subsidiary, AmericanNatural Energy Corporation ("ANEC"), an Oklahomacorporation, whereby all of the shareholders of Gothic exchangedtheir common shares Gothic (the "Gothic Shares")for common shares of ANEC (the "ANEC Shares"). Gothicbecame a wholly-owned subsidiary of ANEC and the former shareholdersof Gothic became shareholders of ANEC. The Arrangement becameeffective on February 11, 2002;

4. On February 12, 2002 the ANEC Shares begantrading on the Canadian Venture Exchange (the "CDNX")in substitution for the Gothic Shares and the Gothic Shareswere delisted from the CDNX;

5. No securities of Gothic are listed or quotedon any stock exchange or market;

6. The authorized capital of Gothic consistsof an unlimited number of Gothic Shares without par valueof which 25,162,346 are issued and outstanding and owned byANEC;

7. Other than the Gothic Shares owned by ANEC,Gothic has no other securities, including debt securities,issued and outstanding; and

8. Gothic has no intention of seeking publicfinancing by way of an offering of its securities in Canada;

AND WHEREAS under the System, this MRRSDecision Document evidences the decision of each Decision Maker(collectively, the "Decision");

AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker with the jurisdiction to make theDecision has been met;

THE DECISION of the Decision Makers underthe Legislation is that Gothic is deemed to have ceased to bea reporting issuer under the Legislation.

February 4, 2003.

"Barbara Shourounis"