Securities Law & Instruments

Headnote

Subsection83.1(1)-issuer deemed to be a reporting issuer in Ontario - issuerhas been a reporting issuer in British Columbia since 1998 andin Alberta since 1996 - issuer listed and posted for trading onthe Canadian Venture Exchange-continuous disclosure requirementsof British Columbia and Alberta are substantially the same asthose of Ontario.

INTHE MATTER OF

THESECURITIES ACT R.S.O. 1990, CHAPTER S.5,

ASAMENDED (THE "ACT")

AND

INTHE MATTER OF

DELROCA ENERGY LTD.

ORDER

(Subsection83.1(1))

UPONthe application of Del Roca Energy Ltd. ("Del Roca") for an orderpursuant to subsection 83.1(1) of the Act deeming Del Roca tobe a reporting issuer for the purposes of Ontario securities law;

ANDUPON considering the application and the recommendationof the staff of the Commission;

ANDUPON Del Roca representing to the Commission as follows:

1.Del Roca was created by Certificate of Amalgamation issued pursuantto the provisions of the Business Corporations Act (Alberta)("the ABCA") on October 31, 1998. The predecessor companies wereDel Roca Energy Inc. and Tekerra Gas Inc.

2.Del Roca Energy Inc. was incorporated under the name Coulee RidgeCapital Corp. ("Coulee") by Certificate of Incorporation issuedpursuant to the provisions of the ABCA on May 15, 1996. By a Certificateof Amendment dated August 13, 1996 Coulee amended its articlesto remove the private company restrictions. Pursuant to a prospectusdated August 29, 1996 Coulee made its initial public offeringof 2,000,000 common shares at $0.10 per share for gross proceedsof $200,000. The common shares of Coulee were listed and postedfor trading on The Alberta Stock Exchange ("ASE") on October 8,1996.

3.Effective September 26, 1997 Coulee acquired all the issued andoutstanding shares of Del Roca Resources Ltd., a private oil andgas company, and certain petroleum and natural gas propertiesfrom Bow Rio Investments. These transactions constituted the majortransaction of Coulee pursuant to Policy 4.11 of the Alberta SecuritiesCommission and Circular No.7 of the ASE. Effective at the openingof business on November 4, 1997 Coulee was no longer considereda Junior Capital Pool corporation.

4.Effective October 1, 1997 Coulee changed its name to Del RocaEnergy Inc. and on December 31, 1997 amalgamated with its wholly-ownedsubsidiary, Del Roca Resources Ltd., to continue as Del Roca EnergyInc.

5.Tekerra was incorporated under the ABCA on February 19, 1993as 555931 Alberta Ltd. By Certificate of Amendment dated October21, 1993 it changed its name to Tekerra Gas Inc. and the sharecapital was amended. On August 22, 1996 Tekerra amalgamatedwith Canadian Arctic Petroleums Ltd. and continued under thatname. On September 16, 1996 the company changed its name toTekerra Gas Inc.

6. Thecommon shares of Del Roca are listed on the Canadian Venture Exchange("CDNX") and trade under the symbol "DRQ".

7.Del Roca has been a reporting issuer in the Province of Albertapursuant to the Securities Act (Alberta) (the "AlbertaAct") since August 29, 1996, and a reporting issuer in the Provinceof British Columbia pursuant to the Securities Act (BritishColumbia) (the "B.C. Act") since October 31, 1998 for the mergedentity and since September 1980 for the predecessor Canadian ArcticPetroleums Ltd.. Del Roca is not a reporting issuer or the equivalentunder securities legislation of any other jurisdiction in Canada.

8.The common shares of Del Roca, or its predecessor companies havebeen listed on the CDNX, or its predecessors, since October 8,1996, and Del Roca is in compliance with all requirements of CDNX.

9.Del Roca's authorized share capital consists of an unlimited numberof common shares and an unlimited number of preferred shares,issuable in series, without nominal or par value. As at the dateof this application, there are 16,986,227 common shares (net of141,500 common shares recently purchased under a normal courseissuer bid and to be cancelled shortly) and no preferred sharesissued and outstanding in the capital of Del Roca. In additionto the outstanding capital of Del Roca, there are currently 1,090,000common shares reserved for issuance pursuant to the exercise ofpreviously granted stock options, 418,260 common shares reservedfor issuance pursuant to agent's options, and 3,539,166 commonshares reserved for issuance pursuant to certain special warrants.

10.Del Roca is not in default of any of the requirements of the AlbertaAct or the BC Act.

11.Del Roca, or its predecessor companies, has maintained a continuousdisclosure record and has been electronically filing documentsvia the System for Electronic Documentation Analysis and Retrievalsince:

(a)July 1997 in the case of Del Roca Energy Inc.; and

(b)February 1997 in the case of Tekerra Gas Inc.

12.The continuous disclosure requirements of the Alberta Act andthe BC Act are substantially the same as the requirements underthe Act.

13.To the knowledge of management of Del Roca, Del Roca has not beenthe subject of any enforcement actions by the Alberta or BritishColumbia securities commissions or by CDNX.

14.Neither Del Roca nor any of its officers, directors or controllingshareholders has:

(a)been the subject of any penalties or sanctions imposed by a courtrelating to Canadian securities legislation or by a Canadian securitiesregulatory authority,

(b)entered into a settlement agreement with a Canadian securitiesregulatory authority, or

(c)been subject to any other penalties or sanctions imposed by acourt or regulatory body that would be likely to be consideredimportant to a reasonable investor making an investment decision.

ANDUPON the Director being satisfied that to do so wouldnot be prejudicial to the public interest;

ITIS HEREBY ORDERED pursuant to subsection 83.1(1) of theAct that Del Roca be deemed a reporting issuer for the purposesof Ontario securities law.

April8, 2002.

"MargoPaul"