Roseland Resources Ltd. - 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

ROSELAND RESOURCES LTD.

ORDER

(Subsection 83.1(1))

UPON the application (the "Application") of Roseland Resources Ltd. (the "Issuer") to the Ontario Securities Commission (the "Commission") for an order pursuant to subsection 83.1(1) of the Act deeming the Issuer to be a reporting issuer for the purposes of Ontario securities law;

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

AND UPON the Issuer representing to the Commission that:

1. The Issuer is a corporation governed by the Business Corporation Act (Alberta) (the "ABCA") resulting from the amalgamation on February 29, 2000 of the predecessor Roseland Resources Ltd. and its then wholly-owned subsidiaries, Roseland Energy Inc. and Jeda Petroleum Ltd. ("Jeda"). The predecessor Roseland Resources Ltd. had been incorporated under the ABCA on February 24, 1995, Roseland Energy Inc. had been incorporated under the ABCA on June 23, 1999, and Jeda had been incorporated under the Company Act (British Columbia) on April 21, 1986 and continued under the ABCA on February 28, 2000.

2. Jeda was a natural resource company actively involved in the acquisition, development and operation of oil and gas properties in Canada and the United States. Jeda was incorporated on April 21, 1986 under the name "Lemming Resources Ltd." On October 18, 1994, its name was changed to "Dimitra Development Corp." and on August 23, 1996, its name was changed to "Jeda Petroleum Ltd."

3. Jeda had been a reporting issuer under the Securities Act (British Columbia) and its common shares were listed on the Vancouver Stock Exchange on March 11, 1987. As a result of the merger of the Vancouver Stock Exchange and the Alberta Stock Exchange on November 26, 1999, Jeda became a reporting issuer under the Securities Act (Alberta) and its common shares became listed on the Canadian Venture Exchange.

4. Pursuant to a prospectus dated September 7, 1995, the Issuer made an initial public offering of 500,000 common shares. The initial public offering was made pursuant to the policies of the Alberta Securities Commission in respect of junior capital pool companies. The Issuer's common shares were listed and posted for trading on the Alberta Stock Exchange on October 23, 1995. The common shares of the Issuer were suspended from trading on the Alberta Stock Exchange on October 3, 1997 for failure to complete a major transaction within the required time period established by the policies regarding junior capital pool companies (and not in respect of any violation of the securities laws of Alberta or British Columbia).

5. On October 6, 1999, the Issuer completed its major transaction pursuant to which it acquired all the issued shares of Roseland Energy Inc., a private Alberta company. Concurrently with the completion of its major transaction, the Issuer's management and board of directors were restructured. The Issuer's common shares were subsequently relisted for trading on the Alberta Stock Exchange. As a result of the merger of the Vancouver Stock Exchange and the Alberta Stock Exchange on November 26, 1999, the Issuer became a reporting issuer under the Securities Act (British Columbia) and its common shares became listed on the Canadian Venture Exchange.

6. On February 28, 2000, Jeda and the Issuer merged through a plan of arrangement under section 252 of the Company Act (British Columbia) (the "Arrangement"). Under the terms of the Arrangement, the issued and outstanding securities of Jeda were exchanged on the basis that each holder of common shares of Jeda received one common share of the Issuer for every two common shares of Jeda. As a result, the Issuer acquired all of the issued and outstanding common shares of Jeda. Although the legal form of the merger was an acquisition of Jeda by the Issuer, for accounting purposes the merger was treated as a reverse take-over by Jeda. Accordingly, the historical financial statements of the Issuer before the merger are in fact those of Jeda.

7. The Issuer's head office is located in Calgary, Alberta.

8. The Issuer's common shares are listed and trading on the Canadian Venture Exchange.

9. The Issuer is not a reporting issuer under the securities legislation of any other jurisdiction other than the Provinces of Alberta and British Columbia.

10. The authorized share capital of the Issuer consists of an unlimited number of common shares of which, as of December 31, 2000, 19,510,191 common shares were issued and outstanding. As of December 31, 2000, an aggregate of 895,000 options to purchase common shares were issued and outstanding and an aggregate of $850,000 principal amount of secured convertible subordinated debentures were issued and outstanding.

11. The Issuer is already a reporting issuer in British Columbia and Alberta and is up to date in the filing of its financial statements and other continuous disclosure documents. The continuous disclosure material filed by the Issuer with the British Columbia Securities Commission and the Alberta Securities Commission will be readily available through the SEDAR website.

12. Neither the Issuer nor any of its officers, directors or controlling shareholders has (i) been the subject of any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority, (ii) entered into a settlement agreement with a Canadian securities regulatory authority or (iii) been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision.

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 the Issuer be deemed a reporting issuer for the purposes of the Ontario securities laws.

March 30, 2001.

J. A. Geller, K. D. Adams