Securities Law & Instruments

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications -- issuer deemed to have ceased being areporting 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 QUÉBEC

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

PEYTO EXPLORATION & DEVELOPMENTCORP.

 

MRRS DECISION DOCUMENT

1. WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") ineach of Alberta, Saskatchewan, Ontario and Québec (the"Jurisdictions") has received application from PeytoExploration & Development Corp. ("Peyto") fora decision under the securities legislation of the Jurisdictions(the "Legislation") that Peyto be deemed to haveceased to be a reporting issuer under the Legislation;

2. AND WHEREAS under the Mutual RelianceReview Systems For Exemptive Relief Applications (the "System"),the Alberta Securities Commission is the principal regulatorfor this application;

3. AND WHEREAS, unless otherwise defined,the terms herein have the meanings set out in National Instrument14-101 Definitions or in Québec Commission Notice 14-101;

4. AND WHEREAS Peyto has representedto the Decision Makers that:

4.1 Peyto is a corporation amalgamated underthe laws of Alberta;

4.2 Peyto's head and registered officesare located in Calgary, Alberta;

4.3 Peyto is authorized to issue an unlimitednumber of common shares ("Common Shares") of which,as at the date hereof, there are 100 Common Shares outstanding;

4.4 Peyto is a reporting issuer in eachof the Jurisdictions, and became a reporting issuer in BritishColumbia and Manitoba, on July 1, 2003 as a result of theamalgamation (the "Amalgamation") of Peyto Exploration& Development Corp. and Peyto Acquisition Corp. ("AcquisitionCo"),a wholly-owned subsidiary of Peyto Energy Trust (the "Trust");

4.5 the Amalgamation occurred as a resultof an arrangement (the "Arrangement"), involvingPeyto, the Trust and AcquisitionCo;

4.6 under the Arrangement and subsequenttransactions:

4.6.1 holders of Common Shares receivedunits of the Trust (the "Trust Units") in exchangefor their Common Shares; and

4.6.2 Peyto Operating Trust (the "OperatingTrust"), a wholly-owned subsidiary of the Trust,acquired all of the outstanding Common Shares;

4.7 Peyto has:

4.7.1 ceased to be a reporting issuerin British Columbia; and

4.7.2 obtained a discretionary relieforder (the "Manitoba Order") from the ManitobaSecurities Commission providing Peyto with relief fromthe continuous disclosure obligations of The SecuritiesAct (Manitoba) provided that:

4.7.2.1 the Trust remains the director indirect beneficial owner of all of the issued andoutstanding voting securities of Peyto;

4.7.2.2 the Trust complies with thecontinuous disclosure obligations of The SecuritiesAct (Manitoba) as if it was a reporting issuer inManitoba; and

4.7.2.3 Peyto provides Peyto EnergyTrust on a timely and continuous basis with proper disclosureto allow Peyto Energy Trust to meet its obligationsunder the Manitoba Order;

4.8 other than its failure to file interimfinancial statements for the financial period ending June30, 2003, Peyto is not in default of any requirements ofthe Legislation or of the securities legislation of BritishColumbia and Manitoba;

4.9 the Operating Trust is, and the Trustwill remain the direct or indirect, the beneficial ownerof all of the outstanding securities of Peyto;

4.10 the Operating Trust will provide itssecurity holders on a timely and continuous basis with properdisclosure as to its business and financial operations,and Peyto will provide the Operating Trust, on a timelyand continuous basis, with proper disclosure to allow theOperating Trust to meet this obligation;

4.11 before the Arrangement and Amalgamation,Peyto common shares (the "PreAmalco Shares") werelisted on the Toronto Stock Exchange (the "TSX");

4.12 the PreAmalco Shares were delistedfrom the TSX at the close of business on July 3, 2003;

4.13 no securities of Peyto, are or havebeen, listed or quoted on any exchange or market;

4.14 other than the outstanding Common Shares,Peyto has no securities, including debt securities, outstanding;and

4.15 Peyto does not intend to seek publicfinancing by way of an offering of its securities;

5. AND WHEREAS under the System, thisMRRS Decision Document evidences the decision of each DecisionMaker (collectively, the "Decision");

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

7. THE DECISION of the Decision Makersunder the Legislation is that Peyto is deemed to have ceasedto be a reporting issuer under the Legislation.

September 15, 2003.

"Patricia M. Johnston"