Pacific Cassiar Ltd. - s. 83

Order

IN THE MATTER OF

THE SECURITIES ACT, R.S.O. 1990, CHAPTER S. 5,

AS AMENDED (the "Act")

AND


IN THE MATTER OF

PACIFIC CASSIAR LIMITED

ORDER

(Section 83 of the Act)

UPON the application of Pacific Cassiar Limited (the "Filer") to the Ontario Securities Commission (the "Commission") for an order, pursuant to section 83 of the Act, deeming the Filer to have ceased to be a reporting issuer under the Act;


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


AND UPON the Filer having represented to the Commission that:

1. the Filer's predecessor, Pacific Cassiar Limited ("Old Pacific"), was continued under the Canada Business Corporations Act on April 26, 1984 and had been a reporting issuer under the Act since 1978;

2. Old Pacific entered into an amalgamation agreement dated September 22, 2000 with NCE Petrofund ("NCE") and NCE's wholly owned subsidiary, 3809579 Canada Inc. The amalgamation agreement provided that each holder of Old Pacific shares (other than dissenting shareholders and NCE) receive $6.05 in exchange for each share of Old Pacific (the "Amalgamation");


3. upon the successful completion of the Amalgamation effective December 1, 2000, the Filer became a wholly owned subsidiary of NCE and a reporting issuer under the Act;

4. all of the Filer's outstanding securities are owned by NCE;


5. the Filer is not in default of any of the requirements of the Act or the rules or regulations made thereunder;

6. other than the securities owned by NCE, the Filer has no other securities, including debt securities, outstanding;

7. the Filer's securities are not listed on any stock exchange and are not available for trading on any stock exchange or market; and

8. the Filer does not intend to seek public financing by way of an offering to the public.

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


IT IS ORDERED, pursuant to section 83 of the Act, that the Filer be deemed to have ceased to be a reporting issuer under the Act;

March 26, 2001.

John Hughes