CCR Technologies Ltd.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- issuer deemed to be no longer a reporting issuer under securities legislation.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(b).

Citation: CCR Technologies Ltd., Re, 2011 ABASC 330

June 14, 2011

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ALBERTA, ONTARIO AND NOVA SCOTIA

(THE JURISDICTIONS)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

CCR TECHNOLOGIES LTD.

(THE FILER)

DECISION

Background

The securities regulatory authority or regulators in each of the Jurisdictions (the Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) that the Filer is not a reporting issuer in the Jurisdictions in accordance with the Legislation (the Exemptive Relief Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a coordinated review application):

(a) the Alberta Securities Commission is the principal regulator for this application; and

(b) the decision is the decision of the principal regulator and evidences the decision of each other Decision Maker.

Interpretation

Terms defined in National Instrument 14-101 Definitions have the same meaning if used in this decision, unless otherwise defined herein.

Representations

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

1. The Filer was created by way of amalgamation under the Business Corporations Act (Alberta) on May 10, 1995 and is a valid and subsisting corporation under the laws of the Province of Alberta.

2. The Filer has offices in Calgary, Alberta and Houston, Texas.

3. The Filer is a reporting issuer in each of Alberta, Ontario and Nova Scotia.

4. The Filer is subject to a cease trade order dated May 7, 2010 (the Alberta Cease Trade Order) issued by the Alberta Securities Commission (the ASC), a cease trade order dated May 11, 2010 issued by the British Columbia Securities Commission (the BCSC) and a cease trade order dated May 25, 2010 issued by the Ontario Securities Commission (the OSC) for the failure of the Filer to file its annual audited financial statements, annual management discussion and analysis, and certification of annual filings for the year ended December 31, 2009 (the Financial Statements) by the required filing deadline (collectively, the Cease Trade Orders).

5. The common shares of the Filer (Filer Common Shares) were posted for trading on the Canadian National Stock Exchange (CNSX) but were suspended from trading upon issuance of the Cease Trade Orders. The Filer Common Shares were subsequently delisted from the CNSX (the Delisting). The securities of the Filer were not listed or quoted on any other exchange or market in Canada or elsewhere.

6. On March 1, 2011, the Filer implemented a proposal (the Proposal) under the Bankruptcy and Insolvency Act to restructure and reorganize the financial affairs of the Filer, to compromise the claims of the unsecured creditors (Unsecured Creditors), restructure the share capital of the Filer, and thereby obtain the continued support of D.R.S. Resource Investments Inc. (DRS) and Dox Investments Inc. (Dox) (collectively the Sponsors) to allow it to avoid being placed in receivership and to allow it to conduct a restructuring and "rightsizing" of its operations on a going concern basis. The Proposal was approved pursuant to an order of the Court of Queen's Bench of Alberta on January 13, 2011.

7. On January 18, 2011, the Filer filed, with the Executive Director of the ASC (the Executive Director), an application pursuant to Section 214 of the Securities Act (Alberta) (the Variation Application) and section 4.1 of National Policy 12-202 Revocation of Compliance-Related Cease Trade Order (NP 12-202) to partially vary the Alberta Cease Trade Order in order to permit the implementation of the Proposal (the Variation Order). The Variation Order was approved pursuant to an order issued by the Executive Director of the ASC on February 11, 2011.

8. In connection with the Proposal, on March 1, 2011, all existing Filer Common Shares were designated as retractable, one hundred (100) Class B Shares of the Filer were issued to the two (2) Sponsors and/or their nominees as consideration for the funding of the Proposal, and the existing Filer Common Shares were retracted and cancelled for no consideration. All related options, warrants and other rights to acquire Filer Common Shares were also cancelled, without compensation.

9. In connection with the Proposal, fifty (50) Class B Shares were issued to DR Seaman & Co. Limited (as nominee on behalf of DRS) and to Dox, each of which are corporations incorporated under the Business Corporations Act (Alberta). As a result of the Proposal, the outstanding securities of the Filer, including debt securities, are now beneficially owned, directly or indirectly, by fewer than 15 security holders in each of the jurisdictions in Canada and fewer than 51 security holders in total in Canada.

10. The Filer is subject to cease trade orders in Alberta, British Columbia and Ontario for its failure to file required filings under applicable securities laws. The Filer sought and received an order partially revoking the cease trade order in Alberta in order to permit trades in securities necessary for and in connection with the Proposal. Concurrently with this Order the Filer has applied for full revocations of the cease trade orders in Alberta, British Columbia and Ontario.

11. The Filer has voluntarily surrendered its status as a reporting issuer in British Columbia pursuant to BC Instrument 11-102 Voluntary Surrender of Reporting Issuer Status.

12. The Filer is applying for a decision that it is not a reporting issuer in all of the Jurisdictions.

13. The Filer is not in default of any of its obligations under the Legislation as a reporting issuer as of the date hereof, other than the obligation to file: (a) its annual audited financial statements, managements' discussion and analysis and certification of annual filings for the year ended December 31, 2009; (b) its interim unaudited financial statements, interim managements' discussion and analysis and certification of interim filings for the interim periods ended March 31, June 30 and September 30, 2010; and (c) the notice under section 11.2(b) of National Instrument 51-102 Continuous Disclosure Obligations with respect of the Delisting (collectively, the Filings).

14. The Filer is not eligible to use the simplified procedure under CSA Staff Notice 12-307 Applications for a Decision that an Issuer is not a Reporting Issuer because it is in default of its obligation to file the Filings.

15. The Filer has no current intention to seek public financing by way of an offering of securities.

16. The Filer, upon the receipt of the decision, will no longer be a reporting issuer or the equivalent thereof in any jurisdiction in Canada.

Decision

Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.

The decision of the Decision Makers under the Legislation is that the Exemptive Relief Sought is granted.