Securities Law & Instruments

Headnote

National Policy 11-203 Process For Exemptive Relief Applications in Multiple Jurisdictions -- National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency -- Relief from the requirement that financial statements be prepared in accordance with Canadian GAAP applicable to publically accountable enterprises to permit a reverse takeover acquiree to prepare its interim financial statements for an interim period prior to a reverse takeover in accordance with Canadian GAAP -- Part V.

Applicable Legislative Provisions

National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency, s. 5.1.

Citation: Sundance Energy Corporation, Re, 2011 ABASC 359

June 6, 2009

[Notice of Correction: In Sundance Energy Corporation (2011), 34 OSCB 9090, the date was incorrectly printed as June 6, 2009. The correct date of this decision is June 29, 2011. ]

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ALBERTA AND ONTARIO

(the Jurisdictions)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

SUNDANCE ENERGY CORPORATION

(the Filer)

DECISION

Background

The securities regulatory authority or regulator 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) exempting the Filer from the requirements under subsection 3.2(1) of National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards (NI 52-107) that financial statements of Sentinel Rock Oil Inc. (the Reverse Takeover Acquiree) be prepared in accordance with Canadian GAAP applicable to publicly accountable enterprises that is IFRS, and disclose an unreserved statement of compliance with IFRS or International Accounting Standard 34 Interim Financial Reporting, as applicable (the Exemption Sought), in order that the interim financial report of the Reverse Takeover Acquiree for the interim period ended March 31, 2011 may be prepared in accordance with generally accepted accounting principles determined with reference to Part V of the Handbook applicable to public enterprises (Canadian GAAP-Part V).

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

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

(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia; and

(c) this decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

Terms defined in National Instrument 14-101 Definitions or MI 11-102 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 is a corporation incorporated under the Business Corporations Act (Alberta). Its head office is located in Calgary, Alberta.

2. The Filer is a reporting issuer in the provinces of Alberta, British Columbia and Ontario and is not, to its knowledge, in default of its obligations as a reporting issuer under the securities legislation of any of the jurisdictions.

3. The Filer is the resulting issuer of the reverse takeover (the Reverse Takeover) of the Reverse Takeover Acquiree by Sundance Energy Corporation (TargetCo), a private Alberta corporation, which was completed on April 8, 2011. This transaction will be accounted for as a reverse takeover, with the result that the Filer's future financial statements will consolidate the results of operations of the Reverse Takeover Acquiree from the date of the Reverse Takeover only.

4. The financial year end of the Reverse Takeover Acquiree was December 31. The financial year end of Targetco was October 31. In conjunction with the Reverse Takeover, the Filer changed its name to Sundance Energy Corporation and adopted the October 31 year end of TargetCo. As a result, the Filer will adopt IFRS pursuant to Part 3 of NI 52-107 effective November 1, 2011.

5. Pursuant to subsections 4.3(1) of National Instrument 51-102 Continuous Disclosure Obligations and 3.8(2) of the Companion Policy 51-102CP, the Reverse Takeover Acquiree is required to file an interim financial report for the interim period ended March 31, 2011. Without the exemption being sought hereunder, this interim financial report would be required to be prepared in accordance with Canadian GAAP applicable to publicly accountable enterprises that is IFRS.

6. The Reverse Takeover Acquiree undertook very limited business activities during the interim period ended March 31, 2011 and had no revenue and incurred no expenses relating to operating activities.

Decision

Each of the Decision Makers is satisfied that the decision meets the applicable 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 Exemption Sought is granted provided that the interim financial report of the Reverse Takeover Acquiree for the interim period ended March 31, 2011:

(a) is prepared in accordance with Canadian GAAP-Part V; and

(b) discloses that it was prepared in accordance with Canadian GAAP-Part V instead of IFRS.

"Blaine Young"
Associate Director, Corporate Finance
Alberta Securities Commission