Calpine Corporation - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Application -- Exemption from all of the requirements of NI 51-101 granted to a reporting issuer with a de minimus connection to Canada.

Applicable Ontario Statutory Provision(s)

National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities -- s. 8.1(1).

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ALBERTA, BRITISH COLUMBIA, SASKATCHEWAN,

MANITOBA, ONTARIO, NEW BRUNSWICK, NOVA SCOTIA,

NEWFOUNDLAND AND LABRADOR, YUKON,

NORTHWEST TERRITORIES AND NUNAVUT

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

CALPINE CORPORATION

MRRS DECISION DOCUMENT

1. WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of Alberta, British Columbia, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Newfoundland and Labrador, Yukon, Northwest Territories and Nunavut (the "Jurisdictions") has received an application from Calpine Corporation ("Calpine") for a decision under the securities legislation of the Jurisdictions (the "Legislation") that Calpine be exempted from all of the requirements contained in National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities ("NI 51-101");

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, unless otherwise defined, the terms herein have the meaning set out in National Instrument 14-101 Definitions or Appendix 1 of Companion Policy 51-101CP;

4. AND WHEREAS Calpine has represented to the Decision Makers that:

4.1 Calpine's head office for its Canadian operations is in Calgary, Alberta;

4.2 Calpine

4.2.1 is a corporation organized and subsisting under the laws of the State of Delaware, with its head office in San Jose, California;

4.2.2 has securities registered under the 1934 Act; and

4.2.3 is a reporting issuer or equivalent in each of the Jurisdictions and in Quebec;

4.3 Calpine's common shares (the "Calpine Shares") are listed on the New York Stock Exchange (the "NYSE");

4.4 Calpine prepares disclosure about its oil and gas activities in accordance with the requirements of the 1934 Act and the rules of the SEC;

4.5 Calpine, as a "U.S. issuer" under National Instrument 71-101 The Multijurisdictional Disclosure System ("NI 71-101"), satisfies the continuous disclosure requirements under the Legislation by complying with the continuous disclosure requirements of United States federal securities law and the NYSE and filing, delivering and issuing in Canada pursuant to the provisions of Parts 14 through 18 of NI 71-101 any continuous disclosure documents it files, delivers or issues in the United States;

4.6 less than 10% of the number of registered and beneficial holders of Calpine Shares, are resident in Canada;

4.7 less than 10% of the outstanding Calpine Shares are held by residents of Canada;

5. AND WHEREAS under the System, this MRRS Decision Document evidences the decision of each Decision Maker (collectively, the "Decision");

6. AND WHEREAS 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;

7. THE DECISION of the Decision Makers under the Legislation is that NI 51-101 shall not apply to Calpine for so long as:

7.1 less than 10% of the number of registered and beneficial holders of Calpine Shares are resident in Canada;

7.2 less than 10% of the outstanding Calpine Shares are held by residents of Canada; and

7.3 Calpine prepares disclosure about its oil and gas activities in accordance with the requirements of the 1934 Act and the rules of the SEC.

July 30, 2004.