Securities Law & Instruments

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - issuer deemed to be no longer a reportingissuer under the Act.

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 AND ONTARIO

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

PIVOTAL ENERGY LTD.

 

MRRS DECISION DOCUMENT

1. WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") ineach of the Provinces of Alberta and Ontario (the "Jurisdictions")have received an application for a decision pursuant to thesecurities legislation of the Jurisdictions (the "Legislation")that Pivotal Energy Ltd. ("Pivotal") be deemed tohave ceased to be a reporting issuer under the Legislation;

2. AND WHEREAS pursuant to the MutualReliance Review System for Exemptive Relief Applications (the"System"), the Alberta Securities Commission isthe Principal Regulator for this application;

3. AND WHEREAS it has been representedby Pivotal to the Decision Makers that:

3.1 Pivotal was formed pursuant to the BusinessCorporations Act (Alberta);

3.2 Pivotal's head office is located inthe City of Calgary, in the Province of Alberta;

3.3. the authorized capital of Pivotal consistsof an unlimited number of common shares ("Common Shares"),first and second preferred shares (collectively, "PreferredShares") of which 21,807,708 Common Shares and no PreferredShares are currently issued and outstanding;

3.4 Pivotal is a reporting issuer in theProvinces of Alberta, British Columbia and Ontario, andis not in default of any of its obligations as a reportingissuer under the securities legislation of such provinces;

3.5 pursuant to an arrangement agreementdated May 4, 2003 among Pivotal and Fairborne Energy Ltd.("Fairborne") and Articles of Arrangement filedJuly 2, 2003 under section 193 of the Business CorporationsAct (Alberta), Fairborne became the sole holder of theissued and outstanding Common Shares of Pivotal (the "Arrangement");

3.6 Fairborne is the sole registered securityholderof Pivotal and there are no securities of Pivotal, includingdebt obligations, currently outstanding other than the CommonShares;

3.7 the Common Shares of Pivotal have beendelisted from trading on the Toronto Stock Exchange;

3.8 Pivotal does not intend to seek publicfinancing by way of an offering of securities;

4. AND WHEREAS pursuant to the System,this MRRS Decision Document evidences the decisions of eachDecision Maker (collectively, the "Decisions");

5. AND WHEREAS each of the DecisionMakers is satisfied that the tests contained in the Legislationthat provides the Decision Maker with the jurisdiction tomake the Decisions has been met;

6. AND WHEREAS the Commission is satisfiedthat to do so would not be prejudicial to the public interest;

7. THE DECISION of the Decision Makersunder the Legislation is Pivotal Energy Ltd. is deemed tohave ceased to be a reporting issuer under the securitieslegislation of Alberta and Ontario effective as of the dateof this Decision.

July 31, 2003.

"Patricia M. Johnston"