Canadian Blackhawk Energy Inc. - MRRS Decision
Headnote
Mutual Reliance Review System for ExemptiveRelief Applications - decision that a reporting issuer be deemedto have ceased to be a reporting 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
CANADIAN BLACKHAWK ENERGYINC.
MRRS DECISION DOCUMENT
1. WHEREAS the Canadian securities regulatoryauthority or regulator (the "Decision Maker") ineach of Alberta and Ontario (the "Jurisdictions")has received an application from Canadian Blackhawk EnergyInc. ("Canadian Blackhawk") for a decision underthe securities legislation of the Jurisdictions (the "Legislation")that Canadian Blackhawk be deemed to have ceased to be a reportingissuer 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 Canadian Blackhawk has representedto the Decision Makers that:
3.1 Canadian Blackhawk is a corporationincorporated under the Business Corporations Act(Alberta) (the "ABCA");
3.2 Canadian Blackhawk's head office islocated in Calgary, Alberta;
3.3 Canadian Blackhawk is a reporting issuerin the Jurisdictions and British Columbia;
3.4 the authorized capital of Canadian Blackhawkconsists of an unlimited number of common shares (the "CanadianBlackhawk Shares"), an unlimited number of first preferredshares, series 1 ("Series 1 Preferred Shares"),an unlimited number of first preferred shares, series 2("Series 2 Preferred Shares"), an unlimited numberof first preferred shares, series 3 ("Series 3 PreferredShares") and an unlimited number of second preferredshares;
3.5 there were 12,249,246 Canadian BlackhawkShares, 98,000 Series 1 Preferred Shares, 337,000 Series2 Preferred Shares, 251,000 Series 3 Preferred Shares andno second preferred shares issued and outstanding as atApril 21, 2003;
3.6 New North Resources Ltd. ("NewNorth"), is a corporation incorporated under the ABCAwith its head office in Calgary, Alberta;
3.7 TM Energy Ltd. ("TM Energy"),is a corporation incorporated under the ABCA with its headoffice in Calgary, Alberta;
3.8 all of the issued and outstanding securitiesof TM Energy are indirectly owned by Hugh Thomson, the Presidentand a director of New North;
3.9 effective March 19, 2003, Canadian Blackhawkand TM Energy completed a plan of arrangement under theABCA (the "Arrangement");
3.10 under the Arrangement, TM Energy acquiredall of the Canadian Blackhawk Shares in exchange for $0.01in cash per share;
3.11 as a result of the Arrangement, TMEnergy holds all of the outstanding Canadian Blackhawk Shares;
3.12 prior to the completion of the Arrangement:
(a) New North transferred certain partnershipinterests to Canadian Blackhawk in exchange for 89,000Series 1 Preferred Shares;
(b) Daisy Oils Ltd. ("Daisy Oils")transferred certain partnership interests to CanadianBlackhawk in exchange for 9,000 Series 1 Preferred Shares;
(c) New North transferred shares of DaisyOils to Canadian Blackhawk in exchange for 85,900 Series2 Preferred Shares;
(d) New North transferred shares of DaisyResources Ltd. ("Daisy Resources") to CanadianBlackhawk in exchange for 251,000 Series 3 Preferred Shares;
(e) Daisy Resources transferred sharesof Daisy Oils to Canadian Blackhawk in exchange for 251,100Series 2 Preferred Shares;
(collectively the "Preferred ShareTrades");
3.13 as a result of the Preferred ShareTrades, New North holds 89,000 Series 1 Preferred Shares,85,900 Series 2 Preferred Shares and 251,000 Series 3 PreferredShares, Daisy Oils holds 9,000 Series 1 Preferred Sharesand Daisy Resources holds 251,100 Series 2 Preferred Shares;
3.14 prior to the Arrangement, the CanadianBlackhawk Shares were listed on the Canadian Venture Exchange;
3.15 they were delisted on June 5, 2002for failure by Canadian Blackhawk to pay the required sustainingfees;
3.16 the securities of Canadian Blackhawkare, since June 30, 2002, subject to cease trade ordersof the Commission and the Ontario Securities Commissionand are since, June 12, 2002, subject to a cease trade orderof the Executive Director of the British Columbia SecuritiesCommission for Canadian Blackhawk's failure to file auditedfinancial statements for the year ended December 31, 2001and interim financial statements for the quarter ended March31, 2002 (collectively the "Cease Trade Orders");
3.17 in addition to the defaults that gaverise to the Cease Trade Orders, Canadian Blackhawk is currentlyin default of the requirement to file and send to its shareholdersinterim financial statements for the periods ended June30, 2002 and September 30, 2002;
3.18 in order to permit the trades of CanadianBlackhawk Shares by the holders thereof to TM Energy pursuantto the Arrangement and to permit the Preferred Share Trades,the Cease Trade Orders were varied on December 30, 2002by the Commission under section 214 of the SecuritiesAct (Alberta), by the Ontario Securities Commissionunder section 144 of the Securities Act (Ontario)and by the Executive Director of the British Columbia SecuritiesCommission under section 171 of the Securities Act(British Columbia) (collectively the "Variation Orders");
3.19 there are no securities of CanadianBlackhawk, including debt securities, outstanding otherthan the Canadian Blackhawk Shares held by TM Energy, the89,000 Series 1 Preferred Shares, 85,900 Series 2 PreferredShares and 251,000 Series 3 Preferred Shares held by NewNorth, the 9,000 Series 1 Preferred Shares held by DaisyOils and the 251,100 Series 2 Preferred Shares held by DaisyResources;
3.20 no securities of Canadian Blackhawkare listed or quoted on any exchange or market; and
3.21 Canadian Blackhawk has no current intentionof seeking future financing by a public offering of itssecurities.
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 Canadian Blackhawk is deemed to haveceased to be a reporting issuer under the Legislation.
May 15, 2003.
"Patricia M. Johnston"