Sellarton Energy Corporation - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications - corporation deemed to have ceased to be areporting issuer after all of its issued and 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, ONTARIO, AND QUEBEC

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

STELLARTON ENERGY CORPORATION

MRRS DECISION DOCUMENT

1. WHEREAS the local securities authority or regulator (the "Decision Makers") in each of the Provinces ofAlberta, Ontario, and Quebec (the "Jurisdictions") has received an application from Stellarton EnergyCorporation ("Stellarton") for a decision under the securities legislation of the Jurisdictions (the "Legislation")that Stellarton be deemed to have ceased to be a reporting issuer or equivalent under the Legislation.

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 it has been represented by Stellarton to the Decision Makers that:

3.1 Stellarton is incorporated under the Business Corporations Act (Alberta) and has its head office inCalgary, Alberta;

3.2 Stellarton is a reporting issuer, or equivalent, in each of the Jurisdictions, and is not in default of anyrequirements under the Legislation;

3.3 Stellarton's authorized capital consists of an unlimited number of Class A shares (the "Class AShares"), an unlimited number of Class B non-voting shares (the "Class B Shares") and an unlimitednumber of Class 1 preferred shares (the "Class 1 Preferred Shares"). 22,403,046 Class A Shares areissued and outstanding. No Class B Shares or Class 1 Preferred Shares are issued or outstanding;

3.4 pursuant to an offer and subsequent compulsory acquisition, Tom Brown Resources Ltd., a whollyowned subsidiary of Tom Brown, Inc., acquired all of the issued and outstanding Class A Shares byJanuary 15, 2001;

3.5 the Class A Shares were delisted from The Toronto Stock Exchange on January 16, 2001 andStellarton does not have any securities listed or traded on any exchange or market in Canada;

3.6 Stellarton has no securities, including debt securities, issued and outstanding other than the Class Ashares; and

3.7 Stellarton does not intend to seek public financing by way of an issue of 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, pursuant to the Legislation, is that Stellarton Energy Corporation isdeemed to have ceased to be a reporting issuer under the Legislation.

February 5, 2001.

Patricia M Johnston

Director, Legal Services & Policy Development