Securities Law & Instruments

Headnote

Section 74 - Ruling pursuant to section 74(1) of the Act that the registrationrequirements of the Act do not apply to Hesperian with respect to its provision of adviceto Norrep 2000 Flow-Through Limited Partnership.

Statutes Cited

Securities Act R.S.O. 1990, c. S. 5, as am., ss. 25(1)(c) and 74(1).

IN THE MATTER OF THE SECURITIES ACT (ONTARIO),
R.S.O. 1990, CHAPTER S.5, AS AMENDED (the "Act")

AND

IN THE MATTER OF
HESPERIAN CAPITAL MANAGEMENT LTD.

AND

NORREP 2000 FLOW-THROUGH LIMITED PARTNERSHIP

ORDER
(Section 74(1))


UPON the application of Hesperian Capital Management Ltd. ("Hesperian") to theOntario Securities Commission (the "Commission") for a ruling under section 74(1) of theAct that Hesperian is not subject to the requirements of subsection 25(1)(c) of the Act withrespect to Norrep 2000 Flow-Through Limited Partnership (the "Limited Partnership");

AND UPON considering the application and the recommendation of the staff of theCommission;

AND UPON Hesperian representing to the Commission as follows:

1. Hesperian is a corporation incorporated under the laws of Alberta. Hesperian isregistered as an advisor under the Securities Act (Alberta).

2. Hesperian is the parent corporation of the General Partner, a corporationincorporated under the laws of Alberta.

3. The Limited Partnership is an Ontario limited partnership which was formed toinvest in, flow-through shares of resource issuers whose shares are listed on aCanadian stock exchange and, to a lesser extent, flow-through shares of privateresource issuers, in each case, whose principal business is oil and gas exploration,development and production.

4. The Limited Partnership's principal place of business is Suite 500, 400 5th AvenueS.W., Calgary, Alberta, T2P 0L6. The Limited Partnership's principal place ofbusiness in Ontario is P.O. Box 50, 1 First Canadian Place, Toronto, Ontario, M5X1B8. None of the mind or management of the General Partner or Hesperian are inOntario.

5. Pursuant to an investment management agreement, Hesperian will provideinvestment, management, administrative and other services to the General Partneron behalf of the Limited Partnership. Hesperian will be appointed as the exclusivemanager of all investments on behalf of the Limited Partnership and as such willhave the exclusive authority to make all investment decisions with respect toproceeds available for investment.

6. The preliminary prospectus for the Limited Partnership was filed as SEDAR ProjectNo. 276266 on June 13, 2000.

7. All advice provided by Hesperian to the Limited Partnership will be given andreceived outside Ontario.

AND WHEREAS subsection 25(1)(c) of the Act prohibits a company acting as anadvisor unless the person or company is registered as an advisor and the registration hasbeen made in accordance with Ontario securities laws;

AND UPON the Commission being satisfied that to make this order would not beprejudicial to the public interest;

IT IS ORDERED pursuant to subsection 74(1) of the Act that Hesperian and itsrepresentatives, partners and officers are not subject to the requirement of subsection25(1)(c) of the Act in respect of the advice it provides to the Limited Partnership providedthat:

1. Hesperian is registered as an adviser under the Securities Act (Alberta);

2. no activities in respect of the operation of the Limited Partnership occur in Ontarioexcept in respect of the distribution of units of the Limited Partnership; and

3. Hesperian's advice to the Limited Partnership is given outside the Province ofOntario.

August 11th, 2000.

"Howard I. Wetston"     "R. Stephen Paddon"