Pegasus Resources Ltd. - MRRS Decision
Headnote
Mutual Reliance Review System for Exemptive Relief Applications -- s. 83 of Securities Act (Ontario) -- Issuer has only one security holder -- Issuer deemed to cease to be a reporting issuer under applicable securities laws
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S-5, as am., s. 83.
Citation: Pegasus Resources Ltd., 2006 ABASC 1578
August 8, 2006
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ALBERTA AND ONTARIO
(THE JURISDICTIONS)
AND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF
AND
IN THE MATTER OF
PEGASUS RESOURCES LTD. (THE APPLICANT)
MRRS DECISION DOCUMENT
Background
1. The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application from the Applicant for a decision pursuant to the securities legislation of the Jurisdictions (the Legislation) that it be deemed to have ceased to be a reporting issuer or the equivalent thereof under the Legislation.
2. Under the Mutual Reliance Review System for Exemptive Relief Applications (MRRS):
2.1 The Alberta Securities Commission is the Principal Regulator for this application; and
2.2 This MRRS decision document evidences the decision of each Decision Maker.
Interpretation
3. Defined terms contained in National Instrument 14-101 Definitions have the same meaning in this decision unless they are otherwise defined in this decision.
Representations
4. This decision is based on the following facts represented by the Applicant:
4.1 The Applicant was incorporated on December 15, 2005 pursuant to the laws of the Province of Alberta.
4.2 The Applicant's head office is located in Calgary, Alberta.
4.3 On June 23, 2006 the Applicant and NDT Energy Ltd. (subsequently renamed Pegasus Oil & Gas Inc. (Pegasus)) entered into a statutory plan of arrangement (the Plan) under the Business Corporations Act (Alberta) that resulted in the reorganization of the Applicant. The Applicant is now a wholly-owned subsidiary of Pegasus.
4.4 The outstanding securities of the Applicant, 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.
4.5 No securities of the Applicant are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation.
4.6 The Applicant is applying for relief to cease to be a reporting issuer in all of the jurisdictions in Canada in which it is currently a reporting issuer.
4.7 The Applicant is not in default of any of its obligations under the Legislation as a reporting issuer other than its failure to file interim financial statements for the period ended March 31, 2006.
Decision
5. Each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the decision has been met.
6. The decision of the Decision Makers under the Legislation is that the Applicant be deemed to have ceased to be a reporting issuer in each of the Jurisdictions.