Securities Law & Instruments


Subsection 83.1(1) - reporting issuer in Albertaand British Columbia listed on the TSX Venture Exchange- deemedto be a reporting issuer in Ontario.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as 83(1).

Policies Cited

Policy 12-602 - Deeming an Issuer from CertainOther Canadian Jurisdictions to be a Reporting Issuer in Ontario(2001) 24 OSCB 1531.



(R.S.O. 1990, c. S.5, AS AMENDED)






(Section 83.1(1))

UPON the application of OILEXCO INCORPORATED(the "Corporation") to the Ontario Securities Commission(the "Commission") for an order under Section 83.1(1)of the Securities Act (Ontario) (the "Act")deeming the Corporation to be a reporting issuer for the purposesof Ontario securities law;

AND UPON considering the applicationand the recommendation of the staff of the Commission;

AND UPON the Corporation having representedto the Commission as follows:

1. The Corporation is a company governed bythe Business Corporations Act (Alberta). Its head andregistered offices are located in Calgary, Alberta.

2. The Corporation or its predecessors becamea "reporting issuer" under the Securities Act(Alberta) on December 23, 1993 after the issuance of a receiptfor its initial public offering prospectus, and under theSecurities Act (British Columbia) on September 26,1991 as a result of the filing of a Local Statement of MaterialFacts. The Corporation is not a reporting issuer or its equivalentunder the securities legislation of any other jurisdictionin Canada.

3. The Corporation's predecessor's commonshares were listed on The Alberta Stock Exchange (the "ASE"on December 23, 1993. The Corporation's common shares currentlytrade on the Toronto Stock Exchange B Capitalized VentureExchange ("TSX Venture Exchange"), the successorto the ASE, under the symbol "OIL".

4. The continuous disclosure requirementsof the Securities Act (Alberta), and the SecuritiesAct (British Columbia) are substantially the same as therequirements under the Act.

5. The materials filed by the Corporationor its predecessors as a reporting issuer in the Provincesof Alberta, and British Columbia since March 3, 1997 are availableon the System for Electronic Document Analysis and Retrieval.

6. The authorized capital of the Corporationconsists of unlimited common shares of which 17,842,388 commonshares are outstanding, and an unlimited number of preferredshares, of which none are currently outstanding. An aggregateof 1,784,000 of the Corporation's common shares are also reservedfor issuance on the exercise of stock options granted by theCorporation to its directors, officers and employees.

7. The Corporation has a significant connectionto Ontario in that greater than 20 per cent of the Corporation'sregistered and beneficial shareholders reside in Ontario.

8. The Corporation is not in default of anyrequirements of the B.C. Act, the Alberta Act, or any of therules and regulations thereunder, and is not on the listsof defaulting reporting issuers maintained under the B.C.Act or the Alberta Act. To the knowledge of management ofthe Corporation, the Corporation has not been the subjectof any enforcement actions by the British Columbia or AlbertaSecurities Commissions or by the TSX Venture Exchange.

9. Neither the Corporation nor any of itsdirectors, officers nor, to the best knowledge of the Corporationand its directors and officers, any of its controlling shareholdershas: (i) been the subject of any penalties or sanctions imposedby a court relating to Canadian securities legislation orby a Canadian securities regulatory authority, (ii) enteredinto a settlement agreement with a Canadian securities regulatoryauthority, or (iii) been subject to any other penalties orsanctions imposed by a court or regulatory body that wouldbe likely to be considered important to a reasonable investormaking an investment decision.

10. Neither the Corporation nor any of itsdirectors, officers nor, to the best knowledge of the Corporation,its directors and officers, any of its controlling shareholders,is or has been subject to: (i) any known ongoing or concludedinvestigations by (a) a Canadian securities regulatory authority,or (b) a court or regulatory body, other than a Canadian securitiesregulatory authority, that would be likely to be consideredimportant to a reasonable investor making an investment decision;or (ii) any bankruptcy or insolvency proceedings, or otherproceedings, arrangements or compromises with creditors, orthe appointment of a receiver, receiver-manager or trustee,within the preceding 10 years.

11. John Cowan, a director of the Corporation,was a director and officer of CanEnerco Limited ("Canerco"),an Ontario private company, form 1995 to 1999. CanEnerco filedfor bankruptcy in 1999 and has yet to be discharged. Asidefrom Mr. Cowan, none of the directors or officers of the Corporation,nor to the best knowledge of the Corporation, its directorsand officers, any of its controlling shareholders, is or hasbeen at the time of such event a director or officer of anyother Corporation which is or has been subject to: (i) anycease trade or similar orders, or orders that denied accessto any exemptions under Ontario securities law, for a periodof more than 30 consecutive days, within the preceding 10years; or (ii) any bankruptcy or insolvency proceedings, orother proceedings, arrangements or compromises with creditors,or the appointment of a receiver, receiver-manger or trustee,within the preceding 10 years.

AND UPON the Commission being satisfiedthat to do so would not be prejudicial to the public interest,

IT IS HEREBY ORDERED under Section 83.1(1)of the Act that the Corporation be deemed to be a reportingissuer for the purposes of Ontario securities law.

February 17, 2003.

"Iva Vranic"