Foremost Industries Inc. - MRRS Decision
Headnote
MutualReliance Review System for Exemptive Relief Applications - corporationdeemed to have ceased to be a reporting issuer as all of its issuedand outstanding securities are held, either directly or indirectly,by another issuer.ApplicableAlberta Statutory Provisions
SecuritiesAct, R.S.A., 2000, c. S-4, s. 153INTHE MATTER OF
THESECURITIES LEGISLATION
OFALBERTA, ONTARIO, AND QUÉBEC
AND
INTHE MATTER OF
THEMUTUAL RELIANCE REVIEW SYSTEM
FOREXEMPTIVE RELIEF APPLICATIONS
AND
INTHE MATTER OF
FOREMOSTINDUSTRIES INC.
MRRSDECISION DOCUMENT
1.WHEREAS the local securities regulatory authorityor regulator (the "Decision Maker") in Alberta, Ontario, andQuébec (the "Jurisdictions") has received an applicationfrom Foremost Industries Inc. ("Foremost") for a decision underthe securities legislation of the Jurisdictions (the "Legislation")that Foremost be deemed to have ceased to be a reporting issuerunder the Legislation;
2. ANDWHEREAS under the Mutual Reliance Review System for ExemptiveRelief Applications (the "System") the Alberta Securities Commissionis the principal regulator for this application; 3.AND WHEREAS Foremost has represented to the DecisionMakers that: 3.1Foremost was formed under the Companies Act (Alberta)on August 1, 1966 under the name Agratec Industries Ltd. ("Agratec")by way of an amalgamation of four affiliated companies; 3.2upon receiving a receipt for its prospectus, Agratec became areporting issuer in the Jurisdictions on May 3, 1968; 3.3in November 1970, Agratec merged with Foremost Developments Ltd.,and thereafter changed its name to Foremost International IndustriesLtd. ("Foremost International"); 3.4on August 29, 1978, the common shares of Foremost Internationalwere listed on The Toronto Stock Exchange (the "TSE"); 3.5on June 1, 1994, Foremost International changed its name to ForemostIndustries Inc.; 3.6on October 28, 1994, Foremost Industries Inc. amalgamated withJohnny Mountain Processing Co. Ltd. to form Foremost IndustriesInc.; 3.7under an arrangement agreement dated November 14, 2001 betweenForemost Industries Inc., Foremost Acquisition Corp. ("Acquisitionco"),849192 Alberta Ltd. ("Subco") and Foremost Industries Income Fund,the parties agreed, among other things, to take all reasonableaction necessary to give effect to a plan of arrangement (the"Arrangement") under the Business Corporations Act (Alberta)(the "ABCA") in order to reorganize the affairs of Foremost IndustriesInc. to create a trust structure; 3.8at the special meeting of shareholders and optionholders of ForemostIndustries Inc. held on December 18, 2001, the shareholders andoptionholders approved the Arrangement; 3.9the Arrangement was approved by final order of the Court of Queen'sBench of Alberta on December 18, 2001, and, on the filing of Articlesof Arrangement under the ABCA, the Arrangement was made effectiveon December 27, 2001; 3.10under the Arrangement, Foremost Industries Inc., and Acquisitioncoamalgamated as of December 27, 2001 and on December 28, 2001,the continuing corporation amalgamated (the "Amalgamation") withSubco and continued under the name Foremost Industries Inc.; 3.11Foremost's head office is located in Calgary, Alberta; 3.12Foremost is a reporting issuer in the Jurisdictions and becamea reporting issuer under the Legislation as a result of the Amalgamation; 3.13Foremost is not in default of any of the requirements of the Legislation; 3.14the authorized capital of Foremost consists of an unlimited numberof common shares (the "Common Shares") of which there were 10Common Shares outstanding as of December 31, 2001; 3.15as a result of the Arrangement and Amalgamation, Foremost HoldingsTrust became, and is currently, the sole security holder of Foremost; 3.16the Common Shares were delisted from the TSE on December 31, 2001and no securities of Foremost are listed or quoted on any exchangeor market; 3.17other than the outstanding Common Shares, Foremost has no securities,including debt securities, outstanding; and 3.18Foremost does not intend to seek public financing by way of anoffering of its securities; 4.AND WHEREAS under the System, this MRRS DecisionDocument evidences the decision of each Decision Maker (collectively,the "Decision"); 5.AND WHEREAS each of the Decision Makers is satisfiedthat the test contained in the Legislation that provides the DecisionMaker with the jurisdiction to make the Decision has been met; 6.THE DECISION of the Decision Makers under theLegislation is that Foremost is deemed to have ceased to be reportingissuer under the Legislation. February27, 2002. "PatriciaM. Johnston"