Exemption Orders (Discretionary)

TALISMAN ENERGY INC.


IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418

AND

IN THE MATTER OF NATIONAL POLICY NO. 47

AND

IN THE MATTER OF TALISMAN ENERGY INC.


Waiver Under Section 4.5


WHEREAS Talisman Energy Inc. (“Talisman”) has made an application to the Executive Director pursuant to section 4.5 of National Policy Statement No. 47 (“NP 47”) for a waiver of the provisions of sections 4.1(1)(c) and 4.1(3)(a) of NP 47 as read in conjunction with subsections 4.4(2) and 4.4(3) of NP 47 respectively, so that Talisman may continue to effect distributions under NP 47 without having to first file a new annual information form (“AIF”) as a result of having effected an amalgamation with a wholly-owned subsidiary:

AND WHEREAS Talisman has represented to the Executive Director that:

1. Talisman, a senior Canadian oil and gas company, was incorporated under the laws of Canada, is a reporting issuer under the Act, is not in default of any requirement of the Act or the Securities Rules, R.B.C. Reg. 194/97 and is a participant in the prompt offering qualification system (the “POP System”) in each Canadian jurisdiction;

2. Talisman’s common shares are listed and posted on the Toronto, Montreal, Vancouver and New York stock exchanges and have an aggregate market value in excess of $5 billion;

3. on September 30, 1997, Talisman entered into an agreement to purchase all of the issued and outstanding shares of Pembina Resources Limited (“Pembina”) a privately held oil and gas company; Talisman completed its acquisition of Pembina (the “Pembina Acquisition”) on October 21, 1997, thereby making Pembina a wholly owned subsidiary;

4. Talisman filed material change reports on October 8, 1997, and October 30, 1997, relating to the Pembina Acquisition, which included information concerning Pembina;

5. Talisman's most recently filed Annual Information Form dated March 5, 1997, did not contain any disclosure concerning Pembina and the Pembina Acquisition, this deficiency has been adequately supplemented by the material change reports referred to in paragraph 4 above, both of which are available to investors;

6. in addition, Talisman has filed an amended and restated short form prospectus dated November 24, 1997, (the "Shelf Prospectus") which incorporates by reference the material change reports referred to in paragraph 4 above; the Shelf Prospectus has been receipted by the securities commissions or similar regulatory authorities in each of the provinces and territories of Canada;

7. on December 1, 1997, Talisman filed an MTN prospectus supplement (the "MTN Supplement") with the securities commissions or similar regulatory authorities in each of the provinces and territories of Canada; the MTN Supplement contains pro forma financial statements of Talisman giving effect to the Pembina Acquisition in fulfillment of the disclosure requirement contained in section 3.10(a)(4) of National Policy Statement No. 44, as well as all the other financial statements required under section 3.10(a);

8. Talisman effected a vertical short form amalgamation (the "Amalgamation") with Pembina effective November 1, 1997;

9. prior to the Amalgamation, Talisman satisfied the eligibility criteria in section 4.1 of the Policy;

10. the Amalgamation did not result in any change to the affairs of Talisman which would be material to investors;

11. Talisman's audited consolidated financial statements have not included Pembina's results for its last three financial years, accordingly, the Amalgamation comes within the definition of "Reorganization" in Part 3 of NP 47; the Amalgamation resulted in Talisman becoming a "Successor Issuer" as that term is defined also in Part 3 of NP 47;

12. unless the waiver sought is granted, Talisman would have to file, as a “Successor Issue”, a new AIF pursuant to subsection 4.4(3) in order to satisfy the “Current AIF” requirement of subsection 4.1(3)(c) of NP 47; also, unless the waiver sought is granted, the determination of whether Talisman satisfies the aggregate market value requirement of subsection 4.1(1)(c) would depend, pursuant to subsection 4.4(2), upon a calculation that is based on the closing prices for each of the 10 trading days prior to the filing of such new AIF; and

13. Talisman has elected Alberta to be the principal jurisdiction for the purposes of this application;

AND WHEREAS the Executive Director is satisfied that to do so would be appropriate in the circumstances;

THEREFORE, under section 4.5 of NP 47, the Executive Director hereby waives the requirements of section 4.1(1)(c) as read in conjunction with section 4.4(2) of NP 47, and 4.1(3)(a) of NP 47 as read in conjunction with section 4.4(3) of NP 47, so that Talisman may continue to participate in and make distributions under the POP System without having to file a new AIF as a result of the Amalgamation, provided that:

1. Talisman complies in all other respects with the requirements of NP 47; and

2. this waiver terminates on the earlier of:
      (a) 140 days after the end of the Talisman’s 1997 financial year-end; and

      (b) the date of the filing of a renewal AIF by Talisman in respect of its 1997 financial year-ended.

DATED at Vancouver, British Columbia, on December 8, 1997.






Wayne Redwick, C.G.A.
Director, Corporate Finance
©2025 British Columbia Securities Commission