Goose River Resources Ltd. - MRRS Decision
Headnote
Mutual Reliance Review System for Exemptive Relief Application -- issuer deemed to have ceased to be a reporting issuer when in default of certain of its continuous disclosure filing obligations as a reporting issuer.
Ontario Statutes
Securities Act, R.S.O. 1990, c. S.5, as am., s. 83.
September 27, 2005
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ALBERTA, ONTARIO AND NOVA SCOTIA (THE JURISDICTIONS)
AND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF
GOOSE RIVER RESOURCES LTD. (THE FILER)
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 Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) that the Filer be deemed to have ceased to be a reporting issuer (the Requested Relief).
2. Under the Mutual Reliance Review System for Exemptive Relief Applications (the 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 Filer:
4.1 The Filer was incorporated under the Business Corporations Act (Alberta) on May 24, 2000.
4.2 The Filer's head office is in Calgary, Alberta.
4.3 The Filer is a reporting issuer in each of the Jurisdictions and ceased to be a reporting issuer in British Columbia on September 2, 2005.
4.4 Upon completion of a plan of arrangement involving the Filer, SignalEnergy Inc. (Signal) and G2 Resources Ltd., Signal acquired all of the issued and outstanding common shares of the Filer.
4.5 The outstanding securities of the Filer, 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.
4.6 No securities of the Filer are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation.
4.7 The Filer 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.
4.8 The Filer is not in default of any of its obligations under the Legislation as a reporting issuer other than the requirement to file interim financial statements for the financial period ended June 30, 2005.
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 Requested Relief is granted.