Rider Resources and Circle Energy Inc. - MRRS Decision

Headnote

ApplicableOntario Statutory Provisions

INTHE MATTER OF

THESECURITIES LEGISLATION

OFBRITISH COLUMBIA, ALBERTA,

SASKATCHEWAN,ONTARIO AND QUÉBEC

AND

INTHE MATTER OF

THEMUTUAL RELIANCE REVIEW SYSTEM

FOREXEMPTIVE RELIEF APPLICATIONS

AND

INTHE MATTER OF

RIDERRESOURCES INC.

ANDCIRCLE ENERGY INC.

MRRSDECISION DOCUMENT

1.WHEREAS the local securities regulatory authorityor regulator (the "Decision Maker") in each of Alberta, BritishColumbia, Saskatchewan, Ontario and Québec (the "Jurisdictions")has received an application from Rider Resources Inc. ("Rider")for a decision under the securities legislation of the Jurisdictions(the "Legislation") exempting Rider from the requirement underthe Legislation to offer all holders of a class of securitiessubject to a take-over bid identical consideration (the "IdenticalConsideration Requirement") in connection with an offer by Riderto purchase all of the outstanding common shares of Circle EnergyInc. ("Circle");

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

3.AND WHEREAS Rider has represented to the DecisionMakers that:

3.1 Rider is a corporation incorporated under the BusinessCorporations Act (Alberta);

3.2 the head office of Rider is in Calgary, Alberta;

3.3 the authorized capital of Rider consists of an unlimitednumber of common shares ("Rider Shares");

3.4 there were 14,741,030 Rider Shares outstanding as at October4, 2001;

3.5 the Rider Shares are listed and posted for trading on TheToronto Stock Exchange (the "TSE");

3.6 Rider is a reporting issuer or the equivalent in Alberta,British Columbia, Saskatchewan, Manitoba, Ontario, Québecand Newfoundland;

3.7 Rider is not in default of any requirement of the Legislation;

3.8 Circle is a corporation incorporated under the BusinessCorporations Act (Alberta);

3.9 the head office of Circle is in Calgary, Alberta;

3.10 the authorized capital of Circle includes an unlimitednumber of common shares ("Circle Shares");

3.11 there were 18,059,211 Circle Shares outstanding as at September26, 2001;

3.12 the Circle Shares are listed and posted for trading onthe Canadian Venture Exchange;

3.13 Circle is a reporting issuer in Alberta and British Columbia;

3.14 Rider has made an offer to acquire all of the outstandingCircle Shares (the "Offer");

3.15 Rider is conducting the Offer by means of a formal take-overbid under the Legislation;

3.16 Rider announced the Offer on September 20, 2001 and mailedthe required take-over bid circular on October 16, 2001;

3.17 under the terms of the Offer, the holders of Circle Sharesare entitled to receive 0.42 of a Rider Share for each CircleShare, subject to the ability to elect, at their option, toreceive cash for 20% of their Circle Shares in the amount of$0.48 per Circle Share;

3.18 as at September 26, 2001, there were six registered holdersof Circle Shares resident in the United States of America (the"Registered U.S. Shareholders"), holding 362,000 Circle Shares;

3.19 as at September 27, 2001, there were eleven beneficialholders of Circle Shares resident in the United States of America(the "Beneficial U.S. Shareholders"), holding 176,300 CircleShares;

3.20 the Registered U.S. Shareholders and the Beneficial U.S.Shareholders (together, the "U.S. Shareholders") held a combinedtotal of 585,300 Circle Shares at the specified dates, representingapproximately 2.9% of the Circle Shares outstanding as at September26, 2001;

3.21 based on the shareholdings described above, the U.S. Shareholdersmay be entitled to receive up to 245,826 Rider Shares underthe Offer;

3.22 the Rider Shares that may be issuable under the Offer tothe U.S. Shareholders have not been, and will not be, registeredunder the Securities Act of 1933 in the United Statesof America. Accordingly, the delivery of Rider Shares to theU.S. Shareholders without further action by Rider would constitutea violation of the laws of the United States of America;

3.23 to the extent that the U.S. Shareholders are entitled toreceive Rider Shares under the Offer, Rider proposes to deliverthem to CIBC Mellon Trust Company (the "Depositary") insteadof to the U.S. Shareholders. The Depositary will, as soon aspossible after such delivery, pool and sell the Rider Shareson behalf of the U.S. Shareholders. Such sale will be done throughthe facilities of the TSE in a manner that is intended to minimizeany adverse effect on the market price of Rider Shares. As soonas possible after the completion of such sale, the Depositarywill send to each U.S. Shareholder a cheque equal to such U.S.Shareholder's pro rata share of the proceeds of thesale of all Rider Shares by the Depositary, net of sales commissionsand applicable withholding taxes;

3.24 the Offer complies with the Legislation, except to theextent that exemptive relief is granted herein with respectto the application of the Identical Consideration Requirement;

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

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

6.THE DECISION of the Decision Makers under theLegislation is that, in connection with the Offer, Rider isexempt from the Identical Consideration Requirement insofaras U.S. Shareholders who accept the Offer may receive cash proceedsfrom the Depositary's sale of Rider Shares in accordance withthe procedure set out in paragraph 3.23 above instead ofRider Shares.