Rider Resources Inc. & Roberts Bay Resources Ltd. - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications - Relief from identical consideration requirement inconnection with a take-over bid to permit the payment of sale proceeds in lieu of shares of the offeror to holders ofofferee shareholders resident in foreign jurisdictions.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as amended, ss. 97(1) and 104(2)(c).

IN THE MATTER OF

THE SECURITIES LEGISLATION

OF ALBERTA, BRITISH COLUMBIA AND ONTARIO

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

RIDER RESOURCES INC. AND

ROBERTS BAY RESOURCES LTD.

MRRS DECISION DOCUMENT

1. WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of BritishColumbia, Alberta, and Ontario (the "Jurisdictions") has received an application from Rider Resources Inc.("Rider" or the "Applicant") for a decision under the securities legislation of the Jurisdictions (the "Legislation")that in connection with Rider's offer (the "Offer") to purchase all of the issued and outstanding common shares(the "Common Shares") of Roberts Bay Resources Ltd. ("Roberts Bay") and Common Shares issued on theexercise of currently outstanding options or other rights to purchase Common Shares on the basis of onecommon share of Rider ("Rider Shares") for every three Common Shares, Rider shall be exempt from therequirement in the Legislation to offer all holders of the same class of securities identical consideration (the"Identical Consideration Requirement") insofar as certain holders of Common Shares who accept the Offerwill receive the cash proceeds from the sale of Rider Shares in accordance with the procedure described inparagraph 3.13 below, instead of receiving Rider Shares;

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 the Applicant has represented to the Decision Makers that:

3.1 Rider is a public company incorporated under the Business Corporations Act (Alberta) and Rider'shead office is located in Calgary, Alberta;

3.2 the Rider Shares are listed on The Toronto Stock Exchange (the "TSE") and Rider is a reportingissuer for the purposes of certain Canadian securities legislation;

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

3.4 Roberts Bay is a public company incorporated under the Business Corporations Act (Alberta);

3.5 the Common Shares are listed on the Canadian Venture Exchange Inc. and Roberts Bay is areporting issuer for the purposes of certain Canadian securities legislation;

3.6 Rider mailed a take-over bid circular with respect to the proposed Offer on March 30, 2001;

3.7 under the terms of the Offer, the holders of Common Shares are entitled to receive one Rider Sharefor every three Common Shares they hold;

3.8 the Offer is being made in compliance with the Legislation except to the extent that exemptive reliefis granted;

3.9 the Rider Shares issuable under the Offer to shareholders of Roberts Bay resident in the UnitedStates ("U.S. Shareholders") have not been and will not be registered under the United StatesSecurities Act of 1933 and, accordingly, the delivery of Rider Shares to U.S. Shareholders withoutfurther action by Rider may constitute a violation of the laws of the United States;

3.10 the registered list of holders of the Common Shares dated February 20, 2001 indicates that U.S.Shareholders, as reflected on such list, hold approximately 0.47% of the Common Shares;

3.11 the registered list of holders of the Common Shares dated February 20, 2001 indicates that holdersof Common Shares who are resident in foreign countries other than the United States ("ForeignShareholders") as reflected on such list, hold approximately 0.002% of the Common Shares;

3.12 each holder of Common Shares who is resident in the United States or in any other foreign country,or who appears to Rider or to CIBC Mellon Trust Company (the "Depositary") to be resident in theUnited States or any other foreign country, may only receive cash for his Shares unless the issuanceof Rider Shares is permitted under local securities laws in such foreign country without beingregistered or qualified for issuance;

3.13 Rider proposes to deliver Rider Shares to the Depositary for sale of such Rider Shares by theDepositary on behalf of U.S. Shareholders and Foreign Shareholders, and all Rider Shares that theDepositary is requires to sell will be pooled and sold by the Depositary through the TSE in a mannerthat is intended to minimize any adverse effect such a sale could have on the market price of Ridershares as soon as reasonably possible after the date Rider first takes up any of the Roberts BayShares tendered by U.S. Shareholders or Foreign Shareholders; as soon as reasonably possible aftercompletion of such sale, and in any event no later than three business days after completion of suchsale, the Depositary will deliver to each U.S. Shareholder and each Foreign Shareholder whose RiderShares have been sold by the Depositary a cheque in Canadian funds in an amount equal to the prorata share of the proceeds of sale (net of all applicable commissions and withholding taxes) of suchU.S. Shareholder or such Foreign Shareholder, as the case may be, of all Rider Shares sold by theDepositary;

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 thatprovides the Decision Maker with the jurisdiction to make the Decision has been met;

6. THE DECISION of the Decision Makers under the Legislation is that in connection with the Offer, Rider isexempt from the Identical Consideration Requirement, insofar as U.S. Shareholders and Foreign Shareholderswho accept the Offer will receive the cash proceeds from the Depositary's sale of the Rider Shares inaccordance with the procedure set out in paragraph 3.13 above, instead of receiving such Rider Shares.

April 20, 2001.

"Stephen P. Sibold" "Walter B. O'Donoghue"