Olco Petroleum Group Inc. - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- Issuer has only one security holder -- Issuer deemed to cease to be a reporting issuer under applicable securities laws.

Applicable Provisions

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

National Instrument 51-102 Continuous Disclosure Obligations.

October 5, 2005

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

QUEBEC, ONTARIO AND ALBERTA (THE "JURISDICTIONS")

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

OLCO PETROLEUM GROUP INC. (THE "FILER")

MRRS DECISION DOCUMENT

Background

The local securities regulatory authority or regulator (the "Decision Maker") in each of the Jurisdictions has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the "Legislation") revoking the reporting issuer status of the Filer under the Legislation (the "Requested Relief").

Under the Mutual Reliance Review System for Exemptive Relief Applications

(a) the Autorité des marchés financiers is the principal regulator for this application, and

(b) this MRRS decision document evidences the decision of each Decision Maker.

Interpretation

Defined terms contained in National Instrument 14-101 Definitions have the same meaning in this decision unless they are defined in this decision.

Representations

This decision is based on the following facts represented by the Filer:

1. The Filer is the corporation resulting from the amalgamation (the "Amalgamation") of Olco Petroleum Group Inc. ("Old Olco") and 6397522 Canada Inc. ("6397522") on August 24, 2005.

2. The head office of the Filer is located at 2775 Georges V Avenue, Montreal-East, Quebec H1L 6J7.

3. Old Olco was incorporated under the Canada Business Corporations Act (the "CBCA") on June 8, 1991 under the name 107657 Canada Inc. By articles of amendment dated August 5, 1981, December 30, 1982, May 3, 1983, October 18, 1984 and September 25, 1986, Old Olco effected a series of name changes, ultimately adopting the name "Olco Petroleum Group Inc.". Old Olco's articles were further amended on December 12, 1986 to effect certain changes to Old Olco's authorized share capital.

4. 6397522 was incorporated under the CBCA on May 26, 2005 for the sole purpose of amalgamating with Old Olco and did not otherwise carry on any material business or activity. 6397522 was a wholly-owned subsidiary of Mayfred Canada Ltd. ("Mayfred").

5. The authorized share capital of Old Olco consisted of an unlimited number of first preferred shares, issuable in series, second preferred shares, issuable in series, class A shares (the "Class A Shares") and class B shares, of which 14,265,114 Class A Shares were outstanding immediately prior to the Amalgamation.

6. The authorized share capital of 6397522 consisted of an unlimited number of common shares, of which 12,103,101 common shares were outstanding immediately prior to the Amalgamation.

7. The authorized share capital of the Filer consists of an unlimited number of redeemable preferred shares (the "Redeemable Preferred Shares") and an unlimited number of common shares (the "Filer Common Shares"). Pursuant to the Amalgamation, 2,162,013 Redeemable Preferred Shares and 12,103,101 Filer Common Shares were issued. The 2,162,013 Redeemable Preferred Shares were redeemed for $0.50 each on August 25, 2005.

8. Old Olco had been a reporting issuer in the Jurisdiction since 1986. The Filer, as the issuer resulting from the Amalgamation, is deemed to be a reporting issuer under the Legislation.

9. The Class A Shares commenced trading on the Montreal Exchange in 1986, and with the reorganization of the Canadian stock exchanges, were subsequently listed on the TSX Venture Exchange and traded under the symbol "OLC".

10. On June 15, 2005, Old Olco announced that Mayfred had agreed to acquire all of the outstanding Class A Shares, not owned directly or indirectly by Mayfred at a price of $0.50 per share. The transaction would be carried out by an amalgamation between Old Olco and a newly incorporated corporation wholly-owned by Mayfred, and would be subject to shareholder and regulatory approval.

11. Old Olco called a special meeting of its shareholders, which was held on August 23, 2005 to approve the Amalgamation.

12. The special meeting was held at 10:00 a.m. on Tuesday, August 23, 2005. The requisite majority of shareholders of Old Olco approved the special resolution authorizing the Amalgamation. In addition, the Amalgamation was also approved by a majority of the votes cast by minority shareholders at the special meeting.

13. No shareholder of Old Olco exercised its right to dissent under section 190 of the CBCA.

14. Old Olco and 6397522 filed articles of amalgamation on August 24, 2005 and a certificate of amalgamation was issued by the Director under the CBCA on August 24, 2005.

15. Pursuant to the Amalgamation:

15.1 each issued and outstanding Class A Share (other than those held by 6397522) was converted into one Redeemable Preferred Share;

15.2 each issued and outstanding Class A Share held by 6397522 was cancelled;

15.3 each issued and outstanding common share of 6397522 was converted into one Filer Common Share; and

15.4 each Redeemable Preferred Share was redeemed by the Filer for $0.50 in cash.

16. As a result of the Amalgamation, Mayfred became the sole owner of the outstanding securities of the Filer. Accordingly, the outstanding securities of the Filer are beneficially owned by one security holder, being Mayfred.

17. The Class A Shares were delisted from the TSX Venture Exchange on August 26, 2005, and no securities of the Filer are listed or traded on any marketplace as defined in National Instrument 21-101 Marketplace Operation.

18. The Filer surrendered its status as a reporting issuer in British Columbia, effective September 5, 2005.

19. The Filer is in default of its obligation under National Instrument 51-102 Continuous Disclosure Obligations to file its annual financial statements and annual Management's Discussion and Analysis for the fiscal year ended April 30, 2005.

Decision

Each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the Decision has been met.

The decision of the Decision Makers is that the Requested Relief is granted.