Securities Law & Instruments

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - Issuer has only one security holder -issuer deemed to have ceased being a reporting issuer.

Ontario Statutes

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

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF THE PROVINCES OF

SASKATCHEWAN, NOVA SCOTIAAND ONTARIO

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

APF ENERGY INC.

 

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof Saskatchewan, Nova Scotia and Ontario (the "Jurisdictions")has received an application from APF Energy Inc. ("Amalco")for a decision under the securities legislation of the Jurisdictions(the "Legislation") that Amalco be deemed to haveceased to be a reporting issuer under the Legislation;

AND WHEREAS under the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),the Ontario Securities Commission is the principal regulatorfor this application;

AND WHEREAS Amalco has represented tothe Decision Makers that:

1. Amalco is a corporation amalgamated underthe Business Corporation Act (Alberta) (the "ABCA");

2. Amalco's head office is located in Calgary,Alberta;

3. Amalco is not in default of any of therequirements of the Legislation;

4. The authorized share capital of Amalcoconsists of an unlimited number of Common shares of whichthere are 100 Common shares (the "Common Shares")outstanding;

5. All of the Common Shares of Amalco areheld by APF Energy Trust;

6. Under an offer to purchase (the "Offer")by way of a take-over bid circular dated December 27, 2002whereby APF Energy Inc. (APF) offered to purchase all of theoutstanding securities of Hawk and a subsequent compulsoryacquisition under the provisions of the ABCA (the "Take-Over"),APF became the sole shareholder of Hawk;

7. At the close of business on February 7,2003, the Class A Shares of Hawk were delisted from the TorontoStock Exchange;

8. On February 7, 2003, APF and Hawk amalgamated(the "Amalgamation") under the provisions of theABCA to form Amalco;

9. Prior to the Take-Over, APF was not a reportingissuer in any jurisdiction;

10. APF became a reporting issuer in Saskatchewanand Nova Scotia, by virtue of filing a take-over bid circularthat accompanied the Offer;

11. As Hawk was a reporting issuer in Ontarioand APF was a reporting issuer in Saskatchewan and Nova Scotiaat the time of the Amalgamation, Amalco became a reportingissuer in the Jurisdictions as a result of the Amalgamation;

12. No securities of Amalco are listed orquoted on any exchange or market;

13. Other than the Common Shares, Amalco hasno securities, including debt securities, outstanding; and

14. Amalco does not intend to seek publicfinancing by way of an offering of its securities;

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 Amalco is deemed to have ceased to bea reporting issuer under the Legislation in each of the Jurisdictions.

March 24, 2003.

"John Hughes"