Securities Law & Instruments


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

AND

IN THE MATTER OF MACDONALD OIL EXPLORATION LTD., MACDONALD
TRADING CORPORATION, RUSSELL MARTEL
AND BRESEA RESOURCES LTD.

ORDER
(Section 144)

WHEREAS on August 11, 1999, the Ontario Securities Commission (the "Commission") issued an order (the "Order") pursuant to clause 104(1)(c), clauses (2) and (5) of subsection 127(1) and subsection 127(2) of the Act in respect of the offer dated June 8, 1999 (the "Offer") by MacDonald Oil Exploration Ltd. ("MacDonald Oil") to acquire all of the common shares (the "Bresea Shares") of Bresea Resources Ltd. ("Bresea") in exchange for convertible preferred shares and E-Warrants of MacDonald Oil (the "Consideration");

AND WHEREAS paragraph 3(A) of the Order provided that MacDonald Oil was to disseminate to the public a news release forthwith that: (i) advised holders of Bresea Shares (the "Bresea Shareholders") that, as a result of the Order, MacDonald Oil could not acquire the Bresea Shares or issue the Consideration in payment for such tendered Bresea Shares; (ii) specified that withdrawal rights were exercisable and continued to be exercisable; and (iii) summarized the manner in which Bresea Shareholders could exercise their rights of withdrawal pursuant to section 95 of the Act;

AND WHEREAS paragraph 3(B) of the Order (the "Notification Requirement") provided that, within ten days of the Order’s issuance, MacDonald Oil was to deliver to every holder of Bresea Shares to whom the Offer was sent a notice that contained the information specified in paragraph 3(A) of the Order (the "Notice");

AND WHEREAS paragraph 6 of the Order provided that trading was to cease in Bresea Shares by MacDonald Oil, any person that was a director, officer, affiliate or associate of MacDonald Oil or acting jointly or in concert with any of the foregoing persons or companies, MacDonald Trading Corporation and Russell Martel (collectively, the "Respondents") unless and until they satisfied the Executive Director of the Commission that: (i) there had been compliance with the orders referred to in paragraphs 3, 4 and 5 of the Order; and (ii) that, with respect to all of the Bresea Shares tendered to the Offer, withdrawal rights had been exercised or such Bresea Shares had been returned to the appropriate Bresea Shareholders;

AND WHEREAS MacDonald Oil has made an application (the "Application") to vary paragraph 3(B) of the Order to permit MacDonald Oil to satisfy the Notification Requirement by having the depositary for the Offer (the "Depositary"):

(a)distribute the Notice by fax to all registered representatives of Bresea Shareholders who delivered, or sent to the Depositary by fax, notices of guaranteed delivery or Bresea Share certificates endorsed for transfer; and

(b)mail the Notice to all other Bresea Shareholders who delivered notices of guaranteed delivery or Bresea Share certificates endorsed for transfer.

AND UPON considering the Application and the recommendation of the staff of the Commission;

AND UPON MacDonald Oil having represented to the Commission as follows:

1.MacDonald Oil has complied with paragraphs 1, 2, 3(A) and 4 of the Order.

2.MacDonald Oil’s directors and officers have complied with paragraph 5 of the Order.

3.All of the Bresea Shares tendered to the Offer have been returned to the appropriate Bresea Shareholders.

4.After discussions with staff of the Commission regarding MacDonald Oil’s request for a variation of the Order in a manner consistent with the terms of this order, MacDonald Oil sent the Notice on August 23, 1999 to every Registered Bresea Shareholder who tendered Bresea Shares to the Offer.

5.In connection with any new offer to acquire Bresea Shares that constitutes a take-over bid, MacDonald Oil will include in the circular to be sent to all holders of Bresea Shares to whom such new offer is made the disclosure required to have been included in the Notice pursuant to paragraph 3(B) of the Order.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

IT IS ORDERED pursuant to subsection 144(1) of the Act that paragraph 3(B) of the Order is varied so as to permit MacDonald Oil to satisfy the Notification Requirement by having the Depositary:

(a)distribute the Notice by fax to all registered representatives of Bresea Shareholders who delivered, or sent to the Depositary by fax, notices of guaranteed delivery or Bresea Share certificates endorsed for transfer; and

(b)mail the Notice to all other Bresea Shareholders who delivered notices of guaranteed delivery or Bresea Share certificates endorsed for transfer.

October 13th , 2000


"J.A. Geller""Robert W. Davis"