Devlan Exploration Inc. - ss. 83 1(1)

IN THE MATTER OF THE SECURITIES ACT
R.S.O. 1990, CHAPTER S.5, AS AMENDED (the "Act")

AND

IN THE MATTER OF
DEVLAN EXPLORATION INC.

ORDER
(Subsection 83.1(1))

UPON the application of Devlan Exploration Inc. ("Devlan") for an Order pursuant to subsection 83.1(1) of the Act deeming Devlan to be a reporting issuer for the purpose of Ontario securities law;

AND UPON considering the application and the recommendation of the staff of the Commission;

AND UPON Devlan representing to the Commission as follows:

1.Devlan plans to complete a private placement (the "Share Private Placement") of approximately 708,338 common shares to be issued on a "flow-through" basis under the Income Tax Act (Canada) (the "Flow-Through Shares") pursuant to exemptions under applicable securities legislation. Some or all of the subscribers are anticipated to include certain flow-through limited partnerships located in Ontario (the "Ontario Partnerships").

2.Devlan (or its predecessors) was originally listed on the ASE on April 14, 1993. Devlan is, and has for more than 18 months been, a reporting issuer under the Securities Act (Alberta) (the "Alberta Act") and the Securities Act (British Columbia) (the "British Columbia Act").

3.Devlan is authorized to issue an unlimited number of common shares and an unlimited number of preferred shares, issuable in series. As at October 30, 2000, there were 10,090,527 common shares and no preferred shares issued and outstanding. As at that date, there were also options and warrants outstanding to purchase an aggregate of 1,630,944 common shares. Devlan is also planning to issue a convertible unsubordinated debenture in the amount of $1,000,000 which, subject to CDNX approval and certain conditions to be set forth in the debenture, would be convertible into 740,741 common shares.

4.The common shares of Devlan are presently listed on Tier 1 of the Canadian Venture Exchange ("CDNX") under the symbol "DXI".

5.On October 31, 2000, Devlan closed a private placement of 1,787,420 special warrants (the "Special Warrant Private Placement") on a "flow-through" basis under the Income Tax Act (Canada), pursuant to exemptions under applicable securities legislation, to subscribers in Alberta, Ontario and British Columbia. The terms of the flow-through special warrants require Devlan to prepare and file a preliminary prospectus and a (final) prospectus (the "Prospectus") with the Alberta, British Columbia and Ontario securities commissions (the "Securities Commissions") to qualify the common shares issuable upon exercise of the flow-through special warrants. Devlan filed, and obtained a receipt on December 1, 2000 for, a preliminary prospectus in Alberta, British Columbia and Ontario.

6.Each flow-through special warrant entitles the holder thereof to acquire, at no additional cost, one flow-throughcommon share of the Corporation at any time on or before the earlier of: (i) the date which is five business days after the date upon which a final receipt (the "Final Receipts") for the Prospectus has been obtained from the last of Securities Commissions; and (ii) October 31, 2001 (the first of such events to occur being the "Expiry Date"). Any flow-through special warrant not exercised prior to the Expiry Date shall be automatically exercised immediately prior to the Expiry Date without any further action on the part of the holder.

7.If the Corporation does not obtain Final Receipts dated on or before February 28, 2001, being 120 days following closing of the Special Warrant Private Placement, each flow-through special warrant held for which a Final Receipt has not been so obtained will be exchangeable for 1.1 common shares (of which 0.1 of a common share will not entitle the holder to any additional flow-through tax benefits) in lieu of the one Common Share that each flow-through special warrant was previously exercisable into.

8.Devlan is not on the list of defaulting reporting issuers maintained pursuant to section 113 of the Alberta Act or section 77(3) of the British Columbia Act.

9.The Ontario Partnerships have indicated that they wish to invest in the Share Private Placement but that they will not do so unless Devlan becomes a reporting issuer in Ontario within a certain period of time which, in this case, is expected to expire prior to filing of the Prospectus.

10.Devlan is incorporated under the laws of Alberta and is a reporting issuer in Alberta and British Columbia and as such, the continuous disclosure material filed by Devlan with the Alberta and British Columbia securities commissions is comparable to the material that would have been filed in Ontario had Devlan been a reporting issuer in Ontario.

11.It is anticipated that Final Receipts for the Prospectus will not be issued, and that consequently Devlan will not yet be a reporting issuer under the Act, within the time period required by the Ontario Partnerships as a condition of their participation in the Share Private Placement.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest.

IT IS HEREBY ORDERED pursuant to subsection 83.1(1) of the Act that Devlan be deemed a reporting issuer for the purposes of the Act.

December 8th, 2000.


"Howard I. Wetston""J. A. Geller"