APF Energy Inc. - MRRS Decision

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - corporation deemed to have ceased to bea reporting issuer when all of its issued and outstanding capitalacquired by another issuer.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am.,s. 83.

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

ALBERTA AND ONTARIO

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

APF ENERGY INC.

MRRS DECISION DOCUMENT

1. WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") ineach of Alberta and Ontario (the "Jurisdictions")has received an application from APF Energy Inc. ("Amalco")for a decision under the securities legislation of the Jurisdictions(the "Legislation") that Amalco be deemed to haveceased to be a reporting issuer under the Legislation;

2. AND WHEREAS under the Mutual Reliance ReviewSystem for Exemptive Relief Applications (the "System"),the Alberta Securities Commission is the principal regulatorfor this application;

3. AND WHEREAS Amalco has represented to theCommission that:

3.1 Amalco is a corporation amalgamatedunder the Business Corporation Act (Alberta) (the "ABCA");

3.2 Amalco's head office is located in Calgary,Alberta;

3.3 Amalco is not in default of any of therequirements of the Legislation;

3.4 the authorized share capital of Amalcoconsists of an unlimited number of Common shares of whichthere are 100 Common shares (the "Common Shares")outstanding;

3.5 all of the Common Shares of Amalco areheld by APF Energy Trust;

3.6 under an offer to purchase (the "Offer")by way of a take-over bid circular dated March 18, 2003whereby APF Energy Inc. ("APF") offered to purchaseall of the outstanding securities of Nycan Energy Corp.("Nycan") and a subsequent compulsory acquisitionunder the provisions of the ABCA (the "Take-Over"),APF became the sole shareholder of Nycan;

3.7 at the close of business on April 30,2003, the Common Shares of Nycan were delisted from theToronto Stock Exchange;

3.8 on May 1, 2003, APF and Nycan amalgamated(the "Amalgamation") under the provisions of theABCA to form Amalco;

3.9 prior to the Take-Over, APF was nota reporting issuer in any jurisdiction;

3.10 as Nycan was a reporting issuer inAlberta and Ontario for over 12 months at the time of theAmalgamation, Amalco became a reporting issuer in thesejurisdictions as a result of the Amalgamation;

3.11 no securities of Amalco are listedor quoted on any exchange or market;

3.12 other than the Common Shares, Amalcohas no securities, including debt securities, outstanding;and

3.13 Amalco does not intend to seek publicfinancing by way of an offering of its securities;

4. AND WHEREAS under the System, this MRRSDecision Document evidences the decision of each DecisionMaker (collectively, the "Decision");

5. AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker with the jurisdiction to makethe Decision has been met;

6. THE DECISION of the Decision Makers underthe Legislation is that Amalco is deemed to have ceased tobe a reporting issuer under the Legislation in each of theJurisdictions.

June 6, 2003.

"Patricia M. Johnston"