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.

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 AND NOVA SCOTIA

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

ENDEAVOUR FLOW-THROUGH LIMITEDPARTNERSHIP I

 

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the Decision Maker) in each of the provincesof Alberta, Saskatchewan, Ontario and Nova Scotia (the Jurisdictions)has received an application from Endeavour Flow-Through LimitedPartnership I (Endeavour) for a decision under the securitieslegislation of the Jurisdictions (the Legislation) that Endeavourbe deemed to cease to be a reporting issuer or its equivalentunder 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, unless otherwise defined,the terms herein have the meaning set out in National Instrument14-101 Definitions;

AND WHEREAS Endeavour has representedto the Decision Makers that:

1. Endeavour is a limited partnership formedunder the laws of Ontario and governed by an amended and restatedlimited partnership agreement made as of September 6, 2002;

2. Endeavour is a reporting issuer or itsequivalent under the Legislation;

3. Endeavour became a reporting issuer onSeptember 9, 2002 by receiving a receipt for its prospectusregarding an offering of limited partnership units (the Offering);

4. The Offering was terminated and Endeavourhas no present intention of seeking public financing by wayof an offering of its securities in Canada;

5. Other than failing to file financial statements(collectively the Financial Statements) for the initial interimperiod ending September 30, 2002, and for the year ended December31, 2002, Endeavour is not in default of any of its obligationsas a reporting issuer under the Legislation;

6. Endeavour did not prepare the FinancialStatements because the Offering was terminated and the onlysecurity holder of Endeavour is Endeavour Limited PartnerInc.;

7. No securities of Endeavour are traded ona marketplace as defined in National Instrument 21-101;

8. Endeavour Limited Partner Inc. is the solesecurity holder of Endeavour and holds 1 issued and outstandinglimited partnership unit of Endeavour. There are no securities,including debt obligations, other than the limited partnershipunit held by Endeavour Limited Partner Inc., currently issuedand outstanding.

9. Endeavour will not be a reporting issueror the equivalent in any jurisdiction in Canada immediatelyfollowing the granting of this decision;

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 pursuantto the Legislation is that Endeavour is deemed to have ceasedto be a reporting issuer, or its equivalent, under the Legislation.

June 10, 2003.

"John Hughes"