Exemption according to the securities trading regulation section 5-7

350 7th Ave SW, Suite #2800
T2P 3N9 Calgary, Alberta

Enquiries to: Ellen Cecilie Pettersen-Hagh
Dir. line: +47 22 93 98 28
Our reference: 12/141
Filling Code: 732
Date: 17.01.2013

1. Introduction
Reference is made to Transeuro Energy Corp.'s (Transeuro) application of 25 July 2012 for certain Canadian laws and provisions relating to periodic financial reporting to be considered equivalent to the requirements contained in Commission Directive 2007/14/EC, articles 13,15 and 17, cf. the Norwegian Securities Regulation section 5-7 and to subsequent correspondence of 29 October 2012. 

Transeuro has applied for an exemption pursuant to the Norwegian Securities Trading Regulation (STR) section 5-7 a), c) and d).

Transeuro is a Canada-registered oil and gas exploration and development company with Norway as its home state in accordance with the Norwegian Securities Trading Act (STA) section 5-4, as it is listed on the Oslo Stock Exchange.

2. Equivalence assessment of the Canadian and Norwegian periodic financial
     reporting regime
Finanstilsynet has considered whether the Canadian periodic disclosure requirements are “equivalent” to the requirements contained in articles 13, 15 and 17 of Directive 2007/14/EC, cf. article 4 of the Transparency Directive.

Transeuro is also listed on the TSX Venture Exchange in Canada.  Canadian National Instrument (NI) 51-102, NI 52-102 and NI 52-109 provide periodic disclosure requirements for companies listed in Canada.

In determining equivalence Finanstilsynet has adopted the test recommended by the European Securities and markets Authority (ESMA) in its technical advice on the implementation of the Transparency Directive (Note 2), namely that equivalence “can be declared when the requirement under third country issuer’s laws, regulation or administrative provisions enables investors to make similar decisions as if they were provided with the requirement under the Transparency Directive” (Note 3)

2.1  Management Report
Pursuant to STR section 5-7 (a) an issuer from a country outside the EEA-area with Norway as its home state shall be deemed to fulfill the requirements mentioned in STA section 5-5 subsection (2) no. 2 where the issuer is required under the law of the third country to fulfill equivalent requirements as set out in Directive 2007/14/EC, article 13.

The relevant disclosure requirements for the Annual Report required in Canada are the National Instrument 51-102, Part 5, Form 51-102F1 Management Discussion and Analysis (MD&A) and Form 51-102F2 Annual Information Form.

According to Finanstilsynet’s analysis of the above mentioned rules, the information required pursuant to article 13 must be included in the Annual Report. Finanstilsynet takes into account that the Canadian regime previously has been considered equivalent by other ESMA members. An exemption according to STR section 5-7 (a) can be granted.

2.2  Responsibility statement
Pursuant to STR section 5-7 (c) an issuer from a country outside the EEA-area with Norway as its home state shall be deemed to fulfill the requirements mentioned in STA section 5-5 subsection (2) no. 3 and section 5-6 subsection (2) no. 3 where the issuer is required under the law of the third country to fulfill equivalent requirements as set out in Directive 2007/14/EC, article 15.

According to the Canadian regime, management is required to provide a certification of annual filings pursuant to the National Instrument 52-109, Part 4 and a certification of interim filings pursuant to the National Instrument 52-109, Part 5. In Finanstilsynet’s opinion, the above-mentioned situation fulfils the requirements under article 15. Finanstilsynet takes into account that the Canadian regime previously has been considered equivalent by other ESMA members.

An exemption according to STR section 5-7 c), cf. STA section 5-5 subsection (2) no. 3 and section 5-6 subsection (2) no.3 can be granted.

2.3 Dispensation from individual accounts by the parent company
Pursuant to STR section 5-7 (d) an issuer from a country outside the EEA-area with Norway as its home state shall be deemed to fulfill the requirements mentioned in STA section 5-5 subsection (3) first and second sentences where the issuer is required under the law of the third country to fulfill equivalent requirements as set out in Directive 2007/14/EC, article 17.

The requirements pursuant to article 17 a) are that the issuer, in preparing his consolidated accounts, is required to include information on “dividend computations and ability to pay dividends”.   According to Item 6.1 of Form 51-102F2, Transeuro is required to disclose the amount of cash dividends declared per share for each class of the company's shares, describe any restriction that could prevent your company from paying dividends and disclose the company's current dividend policy and any intended change in dividend policy.  In Finanstilsynet's is the requirements view sufficiently equivalent.

Finanstilsynet also takes into account that the information requirements pursuant to the Norwegian legislation related to individual parent company accounts, applicable for third country issuers, do not seem more extensive than the Canadian regime as described above.

When it comes to the requirement pursuant to article 17 b) regarding information on “minimum capital and equity requirements and liquidity issues”, where applicable, Finanstilsynet is of the opinion that the Canadian regime has equivalent requirements.  All reporting issuers are required to provide disclosure in their interim and annual management discussion and analysis which include, for example, an analysis of the issuer's liquidity, including working capital requirements, balance sheet conditions or income or cash flow items that may affect liquidity and plans to remedy any expected working capital deficiency (Form 51-102F1, Item 1.6) and an analysis of the issuer's capital resources, including commitments for capital expenditures, sources of financing and known trends or expected fluctuation in capital resources (Items 1.7 of Form MD&A).

Finanstilsynet takes into account that the Canadian regime previously has been considered equivalent by other ESMA members. An exemption according to STR section 5-7 d) can be granted in the present case.

3. Publication
The Management report and the responsibility statement must be publicly disclosed and stored in accordance with STA § 5-12, cf. STR § 5-9.

4. Conclusion
Finanstilsynet concludes that the existing Canadian laws and provisions in the present case set out equivalent requirements to articles 13, 15 and 17 of Directive 2007/14/EC, cf. article 4 of the Transparency Directive. An exemption in accordance with STR § 5-7 a), c) and d) is granted to Transeuro pursuant to the company’s application.

However, Finanstilsynet reserves the right to make renewed considerations due to decisions at a European level and in cases of changes in laws and regulations.

Pursuant to the Norwegian Public Administration Act section 28, individual decisions may be appealed to the Ministry of Finance. The time limit for lodging an appeal is three weeks from the date on which Finanstilsynet’s decision has reached the party concerned; see the Public Administration Act section 29.

The appeal must be sent directly to Finanstilsynet.

On behalf of Finanstilsynet

Gaute S. Gravir
Head of Section

        Ellen Cecilie Pettersen-Hagh
        Adviser