Raging River Exploration Inc.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Exemption from requirement in National Instrument 44-101 Short Form Prospectus Distributionthat issuer have current annual financial statements and a current annual information form in order to file a short form prospectus.

Applicable Legislative Provisions

National Instrument 44-101 Short Form Prospectus Distribution, s. 8.1.

Citation: Raging River Exploration Inc., Re, 2012 ABASC 148

April 18, 2012

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ALBERTA AND ONTARIO

(the Jurisdictions)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

RAGING RIVER EXPLORATION INC.

(the Filer)

DECISION

Background

The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) exempting the Filer from Paragraph 2.2(d) of National Instrument 44-101 Short Form Prospectus Distributions (NI 44-101), the qualification criteria for short form prospectus eligibility in respect of any prospectus filed by the Filer, until the earlier of: (i) 30 April 2013; and (ii) the date by which the Filer files its annual information form and its annual financial statements for the year ended 31 December 2012 pursuant to National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) (the Exemption Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):

(a) the Alberta Securities Commission is the principal regulator for this application;

(b) the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Saskatchewan, Manitoba; Nova Scotia; New Brunswick; Prince Edward Island; Newfoundland and Labrador; and

(c) this decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

Terms defined in National Instrument 14-101 Definitions, MI 11-102 or NI 44-101 have the same meaning if used in this decision, unless otherwise defined herein.

Representations

This decision is based on the following facts represented by the Filer:

The Filer

1. The Filer is a corporation incorporated under the laws of Alberta. The principal office of the Filer is located in Calgary, Alberta.

2. The Filer is not in default of securities legislation in any jurisdiction of Canada.

3. Upon completion of a plan of arrangement under the provisions of the Business Corporations Act (Alberta) (the Arrangement) on 15 March 2012, involving Crescent Point Energy Corp. (Crescent Point) and Wild Stream Exploration Inc. (Wild Stream) the Filer became a reporting issuer in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba and Ontario.

4. The common shares (Raging River Shares) of the Filer are listed and posted for trading on the TSX Venture Exchange Inc. (TSXV).

5. Following the Arrangement and a private placement which closed effective 15 March 2012, there are 102,133,381 Raging River Shares and 14,375,000 private placement warrants for Raging River Shares outstanding as of 16 April 2012.

Arrangement

6. Pursuant to the Arrangement, Crescent Point acquired all the issued and outstanding common shares of Wild Stream (Wild Stream Shares) and the Filer acquired certain assets of Wild Stream primarily located in the Dodsland and Plato areas of Saskatchewan (the Excluded Assets). Holders of Wild Stream Shares (Wild Stream Shareholders) received: (i) 0.17 of a common share of Crescent Point (Crescent Point Share); and (ii) one Raging River Share and 0.2 of a Raging River Warrant for each Wild Stream Share held. Each whole Raging River Warrant is exercisable for one (1) Raging River Share at a price of $1.61 on or before 16 April 2012. Crescent Point also received 2.65 million Raging River Shares at a deemed price of $1.61 per share.

7. In accordance with NI 51-102, Wild Stream prepared and mailed a management information circular dated 14 February 2012 (the Circular) to the Wild Stream Shareholders. Section 14.2 of Form 51-102F5 Information Circular required compliance with National Instrument 41-101 General Prospectus Requirements (NI 41-101) and by extension, with Form 41-101F1 Information Required in a Prospectus (Form 41-101F1).

8. The Excluded Assets form the primary business of the Filer pursuant to Section 32.1(b) of Form 41-101F1, which would have required the Filer to include in the Circular (i) an income statement, a statement of retained earnings and a cash flow statement of the Excluded Assets for each of the financial years ended 31 December 2010, 31 December 2009 and 31 December 2008 as well as a balance sheet of the Corporation as at the end of 31 December 2010 and 31 December 2009; and (ii) a comparative income statement, a statement of retained earnings, and cash flow statement of the Excluded Assets for the interim period ended 30 September 2011, as well as a balance sheet of the Excluded Assets as at the end of 30 September 2011 and 31 December 2010 (collectively, the Required Financial Statement Disclosure).

9. Wild Stream and the Filer obtained relief from providing the Required Financial Statement Disclosure (Wild Stream Exploration Inc., Re, 2012 ABASC 60) on condition that the following disclosure was included in the Circular (the Relief) (all of which was included in the Circular):

(a) an audited opening balance sheet of the Filer as at 31 December 2011;

(b) audited schedule of spin off assets and liabilities of Wild Stream of the Excluded Assets for the year ended 31 December 2011 (the Schedule); including:

(i) a statement of the assets and liabilities acquired;

(ii) a statement that the Schedule was prepared using accounting policies permitted by International Financial Reporting Standards (IFRS) which would apply to those line items as if those line items were presented as a part of a complete set of financial statements;

(iii) a description of the accounting policies used to prepare the Schedule; and

(iv) an auditor's report reflecting the fact that the Schedule was prepared in accordance with the basis of presentation disclosed in the notes to the Schedule;

(c) audited operating statements for the Excluded Assets for the years ended 31 December 2011, 2010 and 2009, which:

(i) presented information relating to the gross revenue, royalty expenses, operating expenses and operating income of the Excluded Assets;

(ii) provided a statement that the operating statements were prepared using accounting policies permitted by IFRS and would apply to those line items if those line items were presented as part of a complete set of financial statements;

(iii) included an auditor's report reflecting the fact that the operating statements were prepared in accordance with the basis of presentation disclosed in the notes to the operating statements; and

(d) oil and gas reserve information for the Excluded Assets in accordance with Form 51-101F1 Standards for Disclosure for Oil and Gas Activities (Form 51-101F1) with an effective date of 31 December 2011.

(collectively, the Alternative Disclosure).

Filer's Continuous Disclosure

10. The policies of the TSXV require a prospective issuer that is not completing an initial public offering by way of long form prospectus pursuant to NI 41-101 to prepare a Form 2B Listing Application (the Form 2B) and file the Form 2B on SEDAR.

11. The Form 2B discloses certain information regarding the entity and its business, and in particular requires disclosure in accordance with Form 41-101F1.

12. The Filer included the Alternative Disclosure in the Form 2B and, with TSXV approval to do so, relied on the Relief in order to satisfy the Financial Statement Disclosure Requirements of the Form 2B (which are included by way of a reference to Form 41-101F1).

13. The Form 2B was filed under the Filer's profile on SEDAR on 15 March 2012.

14. The Form 2B provides full, true and plain disclosure of all material facts relating to the Filer and the Excluded Assets, which themselves have been the subject of continuous disclosure on an ongoing basis for more than twelve months in accordance with Wild Stream's responsibilities as a reporting issuer in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba and Ontario, and the Form 2B includes: (i) all of the financial statements and Alternative Disclosure which were required to be included in the Circular, and by extension Form 41-101F1; and (ii) the information that would have otherwise been required to be included in a current AIF.

15. As required by NI 51-102, the Filer has prepared and filed a business acquisition report dated 2 April 2012 in respect of the acquisition of the Excluded Assets (the Business Acquisition Report) which was filed under the Filer's profile on SEDAR on 2 April 2012.

16. The Business Acquisition Report contains the disclosure required by Section 8.10 of NI 51-102, which provides an exemption from certain financial statements required for a business acquisition report if the acquisition represents the acquisition of oil and gas properties.

17. The Filer will not be eligible to file a short form prospectus under Section 2.2 of NI 44-101 as it will not have filed "current annual financial statements", as that term is defined in NI 44-101, because it will not be required to file annual financial statements under NI 51-102 until 31 March 2013, nor will it have filed an annual information form in the form prescribed by Form 51-102F2 Annual Information Form (AIF).

18. The Filer is ineligible for the exemption for new reporting issuers under Subsection 2.7(1) of NI 44-101 because it has not filed a long form prospectus.

19. The Filer is ineligible for the exemption for successor issuers under Subsection 2.7(2) of NI 44-101 because the Excluded Assets were only a portion of Wild Stream's business.

20. The disclosure available to the public on the Filer's SEDAR profile consists of, in all material respects and based on the Relief, the disclosure that would have been included in a long form prospectus prepared in accordance with Form 41-101F1.

Decision

Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.

The decision of the Decision Makers under the Legislation is that the Exemption Sought is granted provided that:

(a) the Filer is not exempt from the requirement under NI 51-102 to file annual financial statements within the prescribed period after its financial year end;

(b) the Filer has not yet been required under NI 51-102 to file annual financial statements;

(c) the Form 2B contains full, true and plain disclosure, as of 14 March 2012, of all material facts relating to the Filer and the Excluded Assets; and

(d) the Filer includes or incorporates by reference in any applicable preliminary and final short form prospectus:

(i) the Form 2B, including, in particular;

A. the financial statements and Alternative Disclosure; and

B. the information that would otherwise have been required to have been included in a current AIF; and

(ii) the Business Acquisition Report.