Ketch Exploration Ltd. - MRRS Decision
Headnote
Mutual Reliance Review System for Exemptive Relief Applications - corporation deemed to have ceased to be areporting issuer following acquisition of all of its outstanding common shares by another corporation under a takeoverbid and subsequent compulsory acquisition.
Applicable Ontario Statutory Provisions
Securities Act, R.S.O. 1990, c.S.5, as am., s.83.
IN THE MATTER OF
THE SECURITIES LEGISLATION
OF ALBERTA, SASKATCHEWAN AND ONTARIO
AND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF
KETCH EXPLORATION LTD.
MRRS DECISION DOCUMENT
1. WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of the provincesof Alberta, Saskatchewan and Ontario (the "Jurisdictions") has received an application from Ketch ExplorationLtd. ("Ketch") for a decision under the securities legislation of the Jurisdictions (the "Legislation") that Ketch bedeemed to have ceased to be a reporting issuer under the Legislation;
2. AND WHEREAS under the Mutual Reliance Review System for Exemptive Relief Applications (the "System"),the Alberta Securities Commission is the principal regulator for this application;
3. AND WHEREAS Ketch has represented to the Decision Makers that:
3.1 Ketch is a corporation originally incorporated under the Business Corporations Act (Alberta) (the"ABCA") as 630111 Alberta Inc ("630111");
3.2 on December 18, 1996, 630111 changed its name to Caravan Oil & Gas Ltd. ("Caravan");
3.3 on September 14, 2000, Caravan changed its name to Ketch Exploration Ltd. (previously definedherein as "Ketch");
3.4 Ketch is a reporting issuer in each of the Jurisdictions and is not in default of any requirements of theLegislation save for its failure to file its interim financial statements for the period ended September30, 2000, due on November 29, 2000;
3.5 Ketch's head office is located in the City of Calgary in the Province of Alberta;
3.6 Ketch is authorized to issue an unlimited number of common shares (the "Ketch Shares") of which17,577,862 Ketch Shares are issued and outstanding as of the date hereof;
3.7 pursuant to a take-over bid Ketch Energy Ltd. ("KEL") acquired approximately 97% of the outstandingKetch Shares, and on November 30, 2000 acquired the remaining Ketch Shares not tendered to thetake-over bid pursuant to the compulsory acquisition provisions of the ABCA, thereby becoming thesole shareholder of Ketch;
3.8 the Ketch Shares were de-listed from the Canadian Venture Exchange Inc. on December 7, 2000, andno securities of Ketch are listed or quoted on any exchange or market;
3.9 Ketch has no other securities, including debt securities, outstanding other than 658,385 commonshare purchase warrants (the "Ketch Warrants");
3.10 the Ketch Warrants were issued pursuant to warrant indenture between Caravan and Montreal TrustCompany of Canada dated November 5, 1999, as amended by supplemental indenture datedDecember 16, 1999;
3.11 as a result of KEL acquiring all the issued and outstanding Ketch Shares, each Ketch Warrant, inaccordance with its terms, now entitles the holder to acquire 0.59 of a KEL common share at anexercise price of $1.35; and
3.12 Ketch does not intend to seek public financing by way of an offering of its securities;
4. AND WHEREAS under the System, this MRRS Decision Document evidences the decision of each DecisionMaker (collectively, the "Decision");
5. AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that providesthe Decision Maker with the Jurisdiction to make the Decision has been met;
6. THE DECISION of the Decision Makers under the Legislation is that Ketch is deemed to have ceased to bea reporting issuer under the Legislation.
DATED at Calgary, Alberta this 25th day of January, 2001.
Patricia M. Johnston
Director, Legal Services and Policy Development