Pyramid Energy Inc.

Headnote

Mutual Reliance Review System for Exemptive Relief Applications - corporation deemed to have ceased to be areporting issuer when all of its outstanding securities were acquired by another issuer.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c.S.5, as am. s. 83.

IN THE MATTER OF

THE SECURITIES LEGISLATION

OF ALBERTA AND ONTARIO

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

PYRAMID ENERGY INC.

MRRS DECISION DOCUMENT

1. WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in Alberta and Ontario(the "Jurisdictions") has received an application from Pyramid Energy Inc. ("Pyramid") for a decision under thesecurities legislation of the Jurisdictions (the "Legislation") that Pyramid be deemed to have ceased to be areporting issuer;

2. AND WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Relief Applications (the"System") the Alberta Securities Commission is the principal regulator for this application;

3. AND WHEREAS Pyramid has represented to the Decision Makers that:

3.1 Pyramid was incorporated under the Business Corporations Act (Alberta) (the "ABCA") on December6, 1996;

3.2 Pyramid's head office is located in Calgary, Alberta;

3.3 Pyramid is a reporting issuer in the Jurisdictions and became a reporting issuer in Alberta on March7, 1997 by receiving a receipt for a final prospectus;

3.4 Pyramid is not in default of any of the requirements of the Legislation;

3.5 the authorized capital of Pyramid consists of an unlimited number of common shares (the "CommonShares") of which there were 26,880,858 issued and outstanding on April 6, 2001;

3.6 on February 20, 2001, Fox Energy Corporation ("Fox") made an offer to purchase all of the CommonShares, which was followed by a compulsory acquisition (the "Compulsory Acquisition") under theprovisions of the ABCA;

3.7 the Compulsory Acquisition was completed on April 11, 2001;

3.8 Fox is now the sole holder of the Common Shares;

3.9 the Common Shares were delisted from the Canadian Venture Exchange Inc. at the close of tradingon May 17, 2001 and no securities of Pyramid are listed or quoted on any exchange or market;

3.10 other than the Common Shares, Pyramid has no securities, including debt securities, outstanding; and

3.11 Pyramid does not intend to seek public financing by way of an offering of its securities;

4. AND WHEREAS under the System, this MRRS Decision Document evidences the decision of each DecisionMaker (collectively, the "Decision");

5. AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that providesthe Decision Maker with the jurisdiction to make the Decision has been met;

6. THE DECISION of the Decision Makers under the Legislation is that Pyramid is deemed to have ceased to bea reporting issuer under the Legislation.

May 18, 2001.

"Patricia M. Johnston"