Rider Resources Inc. and IEI Energy Inc. - MRRS Decision
Headnote
Mutual Reliance Review System for ExemptiveRelief Applications - relief granted from the requirement toinclude estimated reserve volumes and discounted cash flow fromsuch reserves, as at January 1, 2003, including informationon royalties and a reconciliation of the reserve volumes asat January 1, 2002 to the reserve volumes as at January 1, 2003(together the "Reserve Disclosure Requirements") onthe condition that such Reserve Disclosure Requirements be disclosedas at January 1, 2002.
Ontario Rule Cited
OSC Rule 54-501 - Prospectus Disclosure, s.3.1
IN THE MATTER OF
THE SECURITIES LEGISLATIONOF ALBERTA,
BRITISH COLUMBIA, SASKATCHEWAN,ONTARIO, QUEBEC,
NEW BRUNSWICK, PRINCE EDWARDISLAND AND
NEWFOUNDLAND AND LABRADOR
AND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEWSYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF
RIDER RESOURCES INC.
AND
IEI ENERGY INC.
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof the Provinces of Alberta, British Columbia, Saskatchewan,Ontario, Quebec, New Brunswick, Prince Edward Island and Newfoundlandand Labrador (collectively, the "Jurisdictions") hasreceived an application from Rider Resources Inc. ("Rider")for a decision under the securities legislation of the Jurisdictions(the "Legislation") that the Reserve Disclosure Requirements(as defined below) not apply to the information circular (the"Circular") to be provided by Rider to Rider's shareholders(the "Rider Shareholders") in connection with thespecial meeting (the "Meeting") to be held on or aboutFebruary 20, 2003;
AND WHEREAS under the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),the Alberta Securities Commission is the principal regulatorfor this application;
AND WHEREAS unless otherwise defined,the terms herein have the meaning set out in National Instrument14-101 Definitions;
AND WHEREAS Rider has represented tothe Decision Makers as follows:
1. Rider was incorporated under the laws ofAlberta on March 23, 1993. The head office of Rider is locatedat Suite 2100, 330 - 5th Avenue SW, Calgary, Alberta T2P 0L4.The authorized capital of Rider is comprised of an unlimitednumber of common shares, without nominal or par value, ofwhich 30,454,130 common shares were issued and outstandingas at December 20, 2002.
2. Rider is a "reporting issuer"(or equivalent thereof) in each of the Provinces of Alberta,British Columbia, Saskatchewan, Manitoba, Ontario, Quebecand Newfoundland and Labrador and the common shares of Riderare listed and posted for trading on the Toronto Stock Exchangeunder the symbol "RRI".
3. IEI is a "reporting issuer" ineach of the Provinces of British Columbia, Alberta, Saskatchewan,Ontario, Quebec and Nova Scotia and the common shares of IEIare listed and posted for trading on the TSX Venture Exchangeunder the symbol "IEN".
4. Rider has entered an agreement dated December9, 2002 with IEI whereby Rider will merge with IEI pursuantto a plan of arrangement (the "Plan of Arrangement").Pursuant to the Plan of Arrangement, Rider Shareholders willreceive 0.9488 of an IEI Share for each Rider Share.
5. The Plan of Arrangement must be approvedby the Rider Shareholders at the Meeting.
6. On or about January 20, 2003 Rider willmail to each Rider Shareholder (i) a notice of Meeting, (ii)a form of proxy, and (iii) the Circular. The Circular willcontain disclosure of the Plan of Arrangement and the businessand affairs of each of Rider and IEI.
7. The Legislation requires Rider to provide,with respect to its oil and gas operations, (a) estimatedreserve volumes and discounted cash flow from such reserves,as at the most recent financial year end, including informationon royalties; and (b) a reconciliation of the reserve volumesas at the financial year end immediately preceding the morerecently completed financial year to the reserve volume informationfurnished under (a) (together, the "Reserve DisclosureRequirements").
8. At the time of the completion and the mailingof the Circular, the most recently completed financial yearof Rider will be December 31, 2002.
AND WHEREAS under the System, this MRRSDecision Document evidences the decision of each Decision Maker(collectively, the "Decision");
AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker with the jurisdiction to make theDecision has been met;
THE DECISION of the Decision Makers underthe Legislation is that the Reserve Disclosure Requirementsshall not apply to the Circular provided that the Circular:
(a) discloses, to the extent material, Rider'sestimated reserve volumes and discounted cash flow fromsuch reserves, stated separately by country and by categoriesand types that conform to the classifications, definitionsand disclosure requirements of National Policy StatementNo. 2-B Guide for Engineers and Geologists SubmittingOil and Gas Reports to Canadian Provincial Securities Administrators("National Policy 2-B"), on both a gross and netbasis effective January 1, 2002, including information onroyalties;
(b) discloses a reconciliation of Rider'sreserve volumes by categories and types that conform tothe classifications, definitions and disclosure requirementsof National Policy 2-B effective January 1, 2001 to thereserve volume information required by (a), above, withthe effects of production, acquisitions, dispositions, discoveriesand revision of estimates shown separately, if material:and
(c) otherwise complies with the Legislation.
January 20, 2003.
"Agnes Lau"