Estrella International Energy Services Ltd.

Headnote

NP 11-203 -- Exemption from qualification requirements to permit applicant to file a prospectus in the form of a short form prospectus -- Filer does not have a current AIF and therefore cannot comply with s. 2.2(d) of National Instrument 44-101 Short Form Prospectus Distributions -- Filer is a "successor issuer" but cannot rely on exemption in s 2.7(2) because Filer did not have to prepare an information circular in connection with restructuring transaction -- Filer has filed a listing application including the disclosure prescribed for a filing statement by TSXV Form 3B2 -- Listing application in all material respects includes the disclosure in connection with the Filer and the RTO that would be included in an information circular prepared in accordance with Item 14.5 of Form 51-102F5 Information Circular.

Applicable Legislative Provisions

National Instrument 44-101 Short Form Prospectus Distributions, ss. 2.2, 2.7, 8.1.

April 14, 2011

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO

(the "Jurisdiction")

AND

IN THE MATTER OF

ESTRELLA INTERNATIONAL ENERGY

SERVICES LTD.

(the "Filer")

DECISION

Background

The securities regulatory authority or regulator in the Jurisdiction has received an application (the "Application") from the Filer for a decision under the securities legislation of the Jurisdiction (the "Legislation") that the Filer be exempted from the qualification requirement in paragraph 2.2(d)(ii) of National Instrument 44-101 Short Form Prospectus Distributions ("NI 44-101") in respect of any prospectus filed by the Filer prior to April 29, 2011 (the "Exemptive Relief Sought").

Interpretation

Terms defined in National Instrument 14-101 Definitions have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Filer.

1. The Filer is incorporated under the Business Corporations Act (Alberta). Its head office is located in Buenos Aires, Argentina and its registered office is located in Calgary, Alberta.

2. The Filer's common shares are listed on the TSX Venture Exchange (the "TSXV") and the Filer is a reporting issuer in the Provinces of Alberta and British Columbia.

3. On July 24, 2010, the Filer completed a reverse takeover by way of three-cornered amalgamation (the "RTO") pursuant to which it acquired all of the shares of Estrella Overseas Limited ("EOL"), a private company incorporated under the laws of the British Virgin Islands. The RTO was the Filer's Qualifying Transaction (within the meaning of TSXV policies)

4. Upon completion of the RTO the Filer changed its name from "Everest Ventures Inc." to "Estrella International Energy Services Ltd."

5. The financial year-end of the Filer is December 31. The Filer expects to file audited annual financial statements for the year ended December 31, 2010 on or prior to April 29, 2011.

6. In connection with the RTO and in compliance with TSXV Policy 2.4, the Filer filed a filing statement dated July 14, 2010 (the "Filing Statement") on SEDAR, which included the disclosure prescribed by TSXV Form 3B2 -- Information Required in an Information Circular for a Qualifying Transaction ("Form 3B2").

7. In compliance with an order granted June 11, 2011 by the Alberta Securities Commission in Everest Ventures Corp., Re, 2010 ABASC 261, the Filing Statement contained the following financial disclosure concerning the Filer and EOL (the "Alternative Financial Disclosure").

a. audited financial statements of the Filer for the years ended December 31, 2009, December 31, 2008, and for the period from incorporation to December 31, 2007, prepared in accordance with Canadian Generally Accepted Accounting Principals ("GAAP");

b. interim financial statements of the Filer for the three month period ended March 31, 2010, prepared in accordance with Canadian GAAP;

c. audited financial statements of EOL for the years ended December 31, 2009 and December 31, 2008, prepared in accordance with International Financial Reporting Standards (IFRS);

d. audited financial statements of EOL for the years ended December 31, 2008 and December 31, 2007, prepared in accordance with U.S. GAAP;

e. interim financial statements of EOL for the three month period ended March 31, 2010, prepared in accordance with IFRS;

f. a pro forma balance sheet of the Resulting Issuer (as such term is defined in Form 3B2) as of March 31, 2010, prepared in accordance with IFRS; and

g. a pro forma income statement of the Resulting Issuer for the three months period ended March 31, 2010 and for the year ended December 31, 2009, prepared in accordance with IFRS.

8. Except for the Alternative Financial Disclosure, the Filing Statement was otherwise in compliance with the requirements of Form 3B2.

9. The Filer did not file information circular as prescribed by Form 3B1 -- Information Required in a Filing Statement for a Qualifying Transaction (Form 3B1) because, pursuant to TSXV Policy 2.4, the consent of the Filer's shareholders was not required in order to complete the RTO.

10. The Filer is not in default of securities legislation in any jurisdiction.

11. The Filer is not in default of any of the rules, regulations or policies of the TSXV.

12. The Filer wishes to be qualified to file a short form prospectus pursuant to NI 44-101.

13. As a venture issuer under National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102), the Filer is not required to file an annual information form ("AIF") and has never filed an AIF.

14. As a result of the RTO, the Filer is a "successor issuer" as that term is defined in and NI 44-101.

15. An exemption from paragraph 2.2(d) of NI 44-101 is provided under subsection 2.7(2) of NI 44-101 to permit a successor issuer that does not have a current AIF to qualify to file a prospectus in the form of a short form prospectus, subject to certain conditions; in particular, the condition in paragraph 2.7(2)(b) that an information circular relating to the restructuring transaction that resulted in the successor issuer was filed by the successor issuer or an issuer that was a party to the restructuring transaction, and such information circular (i) complied with applicable securities legislation, and (ii) included disclosure in accordance with Item 14.2 or 14.5 of Form 51-102F5 Information Circular for the successor issuer.

16. The Filer is unable to rely on the exemption in subsection 2.7(2) because the Filer did not prepare and file an information circular relating to the RTO, and therefore cannot satisfy the condition in paragraph 2.7(2)(b).

17. The Filer's Filing Statement in all material respects includes the disclosure in connection with the Filer and the RTO that would be included in an information circular prepared in accordance with Item 14.5 of Form 51-102F5.

18. But for the Filer not having prepared an information circular relating to the Filer and the RTO, the Filer would be able to rely on the exemption in subsection 2.7(2) of NI 44-101 to be qualified to file a prospectus in the form of a short form prospectus pursuant to the qualification criteria in section 2.2 of NI 44-101.

19. On February 23, 2011, the Filer filed on SEDAR a notice pursuant to section 2.8 of NI 44-101 declaring its intention to be qualified to file a short form prospectus.

Decision

The securities regulatory authority or regulator in the Jurisdiction is satisfied that the decision meets the test set out in the Legislation for the principal regulator in the Jurisdiction to make the decision.

The decision of the securities regulatory authority or regulator under the Legislation is that the Exemptive Relief Sought is granted provided that the Filer incorporates by reference the Filing Statement in any short form prospectus filed prior to April 29, 2011, pursuant to NI 44-101.