Securities Law & Instruments

Headnote

MutualReliance Review System for Exemptive Relief Applications - Decisionunder section 153 of the Act declaring a corporation to be nolonger a reporting issuer following the acquisition of all ofits outstanding securities by another issuer.

ApplicableAlberta Statutory Provisions

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

INTHE MATTER OF

THESECURITIES LEGISLATION

OFALBERTA AND ONTARIO

AND

INTHE MATTER OF

THEMUTUAL RELIANCE REVIEW SYSTEM

FOREXEMPTIVE RELIEF APPLICATIONS

AND

INTHE MATTER OF

BOWRIDGERESOURCE GROUP INC.

MRRSDECISION DOCUMENT

1.WHEREAS the local securities regulatory authorityor regulator (the "Decision Maker") in each of Alberta and Ontario(the "Jurisdictions") has received an application from BowridgeResource Group Inc. ("Bowridge") for a decision under the securitieslegislation of the Jurisdictions (the "Legislation") that Bowridgebe deemed to have ceased to be a reporting issuer under theLegislation;

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

3.AND WHEREAS Bowridge has represented to theDecision Makers that:

3.1 Bowridge is a corporation incorporated under the BusinessCorporations Act (Alberta) (the "ABCA");

3.2 the head office of Bowridge is in Calgary, Alberta;

3.3 Bowridge is a reporting issuer in each of the Jurisdictions;

3.4 Bowridge is not in default of any requirement under theLegislation;

3.5 the authorized capital of Bowridge consists of an unlimitednumber of common shares ("Common Shares");

3.6 there are 18,667,138 Common Shares outstanding;

3.7 all of the outstanding Common Shares are held by ESI EnergyServices Inc. ("ESI");

3.8 ESI acquired all of the outstanding Common Shares underan offer to purchase dated October 5, 2001 and a subsequentcompulsory acquisition under the ABCA;

3.9 the Common Shares were delisted from The Toronto Stock Exchangeon November 15, 2001;

4.0 no securities of Bowridge are listed on any exchange orquoted on any market;

4.1 no securities of Bowridge, including debt obligations, arecurrently outstanding other than the Common Shares;

4.2 Bowridge does not intend to seek public financing by wayof an offering of securities;

4.AND WHEREAS under the System, this MRRS DecisionDocument evidences the decision of each Decision Maker (collectively,the "Decision");

5.AND WHEREAS each of the Decision Makers issatisfied that the test contained in the Legislation that providesthe Decision Maker with the jurisdiction to make the Decisionhas been met;

6.THE DECISION of the Decision Makers under theLegislation is that Bowridge is deemed to have ceased to bea reporting issuer under the Legislation.

January2, 2002.

"PatriciaJohnston"