PetroKazakhstan Inc. - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- issuer deemed to have ceased to be a reporting issuer.

Ontario Statutes

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

Citation: PetroKazakhstan Inc., 2005 ABASC 948

December 8, 2005

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ALBERTA, SASKATCHEWAN, MANITOBA,

ONTARIO, QUÉBEC, NEW BRUNSWICK,

NOVA SCOTIA AND NEWFOUNDLAND

AND LABRADOR

(the "JURISDICTIONS")

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEMS

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

PETROKAZAKHSTAN 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") that the Filer be deemed to have ceased to be a reporting issuer or the equivalent thereof under the Legislation.

Under the Mutual Reliance Review System for Exemptive Relief Applications (the "MRRS"),

(a) the Alberta Securities Commission 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 was incorporated on September 5, 1986 under the laws of Alberta as Hurricane Hydrocarbons Ltd. Effective June 2, 2003, the Filer amended its articles of incorporation to change its name from Hurricane Hydrocarbons Ltd. to PetroKazakhstan Inc.

2. The Filer's registered and principal offices are located in Calgary, Alberta.

3. The authorized capital of the Filer consists of an unlimited number of common shares ("Common Shares") and an unlimited number of Class B redeemable preferred shares, issuable in series, of which 74,228,007 Common Shares and no Class B preferred shares are issued and outstanding

4. The Filer will not be a reporting issuer or the equivalent in any jurisdiction in Canada immediately following the Decision Makers granting the relief requested.

5. On October 26, 2005, 818 Acquisition Inc., a wholly owned indirect subsidiary of CNPC International Ltd., acquired all of the issued and outstanding securities of the Filer by way of a plan of arrangement (the "Arrangement") under section 193 of the Business Corporations Act (Alberta). The Arrangement was approved by the Filer's shareholders on October 18, 2005.

6. Pursuant to the Arrangement, 818 Acquisition Inc. became the sole owner of all the issued and outstanding securities of the Filer. The outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by less than 15 security holders in each of the jurisdictions in Canada and less than 51 security holders in total in Canada.

7. The Common Shares were delisted from the Toronto Stock Exchange on October 27, 2005, and no securities, including debt securities, of the Filer are listed or traded on any marketplace as defined in National Instrument 21-101 Marketplace Operation.

8. The Filer surrendered its status as a reporting issuer under the Securities Act (British Columbia) pursuant to BC Instrument 11-502 Voluntary Surrender of Reporting Issuer Status. The British Columbia Securities Commission has acknowledged that non-reporting status was effective November 13, 2005.

9. The Filer does not currently intend to seek public financing by way of an issue of securities.

10. Other than the failure to file its interim financial statements for the period ended September 30, 2005, which were due on November 14, 2005, the Filer is not in default of any of the requirements of the Legislation.

Decision

The Decision Maker 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 Maker under the Legislation is that the Filer be deemed to have ceased to be a reporting issuer in each of the Jurisdictions.