Fox Energy Corporation - ss. 83(1)

Headnote

Subsection 83.1(1) - issuer deemed to be reporting issuer in Ontario - issuer has been a reporting issuer in each ofAlberta and British Columbia for more than 12 months - issuer listed and posted for trading on Tier 1 of CDNX -continuous disclosure requirements of Alberta and British Columbia substantially similar to those of Ontario.

Statutes Cited

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

FOX ENERGY CORPORATION

ORDER

(Subsection 83.1(1))

UPON the application of Fox Energy Corporation (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 forthe 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 existing under and governed by the Business Corporations Act (Alberta).

2. The Issuer has been a reporting issuer under the securities legislation of Alberta and British Columbia sinceAugust 4, 1994 and November 29, 1999 respectively.

3. The authorized capital of the Issuer consists of an unlimited number of common shares (the "Fox Shares") ofwhich there were 23,854,524 issued and outstanding on February 13, 2001.

4. The Fox Shares are listed on the Canadian Venture Exchange (the "CDNX").

5. The Issuer is not in default of securities legislation in Alberta or British Columbia.

6. The continuous disclosure requirements in Alberta and British Columbia are substantially the same as therequirements under the Act.

7. The continuous disclosure materials filed by the Issuer in Alberta and British Columbia are available on theSystem for Electronic Document Analysis and Retrieval (SEDAR).

8. The Issuer made an offer dated February 20, 2001 to purchase all of the issued and outstanding commonshares of Pyramid Energy Inc. ("Pyramid") on the basis of $0.23524 in cash and 0.2112 common shares ofthe Issuer for each common share of Pyramid.

9. Pyramid was started as a junior pool company in 1996. In October, 1997 it acquired Pyramid Resources Ltd.as its major transaction.

10. The offer and a take-over bid circular (the "TOB Circular") dated February 20, 2001, was prepared inaccordance with the Act, the Securities Act (Alberta) and the Securities Act (British Columbia) and containedprospectus level disclosure regarding the Issuer. The TOB Circular was distributed to all of the holders ofcommon shares of Pyramid in connection with the offer and was filed on SEDAR. The TOB Circular containedthe audited financial statements of the Issuer as at December 31, 1997, 1998 and 1999, and the Issuer'sinterim unaudited financial statements for the 9 months ended September 30, 2000. As of April 6, 2001,approximately 96.22% of Pyramid's outstanding common shares were tendered to the offer.

11. Based upon the best information available to the Issuer, Ontario holders of the Issuer's shares are not ableto rely upon Rule 72-501 - Prospectus Exemption for First Trade Over a Market Outside Ontario as the Issuerdoes not comply with the de minimus conditions of Rule 72-501. As a result, Ontario recipients of the Issuer'sshares in connection with the Offer would be subject to an indefinite hold period pursuant to subsection 72(5)of the Act if the Issuer does not become a reporting issuer in Ontario.

12. Neither the Issuer nor any of its officers, directors or controlling shareholders has (i) been the subject of anypenalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadiansecurities regulatory authority, (ii) entered into a settlement agreement with a Canadian securities regulatoryauthority, or (iii) been subject to any other penalties or sanctions imposed by a court or regulatory body thatwould 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 Section 83.1(1) of the Act, that the Issuer is deemed to be a reportingissuer for the purposes of Ontario securities law.

May 8, 2001.

"J. A. Geller" "Robert W. Korthals"