Bellator Exploration Inc. - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications - Corporation deemed to have ceased to be areporting issuer after all of its outstanding securities were acquired by another issuer.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c.S.5, as am., s.83.

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA, ALBERTA,

AND ONTARIO

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW

SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS

IN THE MATTER OF

BELLATOR EXPLORATION INC.

1. WHEREAS the Canadian securities regulatory authority or regulator (the "Decision Maker") in each of theprovinces of Alberta, British Columbia, and Ontario (the "Jurisdictions") have received an application fromBellator Exploration Inc. ("Bellator") for a decision pursuant to the securities legislation of each of theJurisdictions (the "Legislation") declaring that Bellator is deemed to have ceased to be a reporting issuer orequivalent thereof under the Legislation;

2. AND WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Relief Applications (the"System"), the Alberta Securities Commission is the principal regulator for this application;

3. AND WHEREAS Bellator has represented to the Decision Makers that:

3.1 Bellator is a corporation continued under the Business Corporations Act (Alberta) and is a reportingissuer, or its equivalent in each of the Jurisdictions, and is not in default in any of the requirementsof the Legislation other than a failure to file in Ontario its Annual Information Filing for the periodended December 31, 1999 due on or about May 19, 2000 and failure to file in each of the Jurisdictionsits interim financial statements for the period ended June 30, 2000 due on or about August 28, 2000,and ;

3.2 Bellator's principal office is located in Calgary, Alberta;

3.3 Bellator's authorized capital consists of an unlimited number of common shares (the "CommonShares"), 53,244,161 of which were issued and outstanding as of May 31, 2000 and an unlimitednumber of preferred shares (the "Preferred Shares"), none of which are issued and outstanding;

3.4 pursuant to a take-over bid and subsequent compulsory acquisition, Baytex Energy Ltd. acquired allof the issued and outstanding Common Shares of Bellator as of May 31, 2000;

3.5 Bellator's Common Shares were delisted from the TSE following the close of trading on May 31, 2000,and are not quoted or listed on any other market or exchange in Canada; and

3.6 Bellator has no securities, including debt securities, outstanding other than its Common Shares, anddoes not currently intend to seek public financing by way of an issue of securities;

4. AND WHEREAS pursuant to the System, this MRRS Decision Document evidences the decision of eachDecision Maker (collectively, the "Decision");

5. AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that providesthe Decision Maker with the Jurisdiction to make the Decision has been met;

6. THE DECISION of the Decision Makers pursuant to the Legislation is that Bellator is deemed to have ceasedto be a reporting issuer, or the equivalent thereof under the Legislation effective as of the date of this Decision.

DATED at Calgary, Alberta this 5^th day of December, 2000.

Patricia M. Johnston

Director, Legal Services & Policy Development