Exile Resources Inc.

Decision

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Exemption granted from the requirement that financial statements for financial years beginning before January 1, 2011 be prepared in accordance with Canadian GAAP Part V for so long as the Filer prepares its financial statements in accordance with IFRS-IASB -- The Filer will enter into a transaction where it is the reverse takeover acquiree, and the reverse takeover acquirer in this transaction has prepared its financial statements in accordance with IFRS-IASB -- The Filer will adopt IFRS-IASB effective as of September 1, 2010, with a date of transition to IFRS-IASB of September 1, 2009.

Applicable Legislative Provisions

National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency, s. 5.1.

Citation: Exile Resources Inc. , Re, 2011 ABASC 580

November 21, 2011

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ALBERTA AND ONTARIO

(the Jurisdictions)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

EXILE RESOURCES INC.

(the Filer)

DECISION

Background

The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) for an order exempting the Filer from:

(a) the requirement in section 4.2 of National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards (NI 52-107) that financial statements be prepared in accordance with Canadian Generally Acceptable Accounting Principles -- Part V (old Canadian GAAP), in order that the Filer may prepare financial statements for each of the periods beginning on or after September 1, 2010 in accordance with Canadian GAAP applicable to publicly accountable enterprises, which is International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board and as incorporated into the Handbook (IFRS-IASB) (the Early Adoption Relief); and

(b) the requirement in section 4.14(1) of NI 52-107 that pro forma financial statements be prepared in accordance with old Canadian GAAP in order that the Filer may prepare pro forma financial statements, intended to be included in an information circular required under the policies of the TSX Venture Exchange (TSX-V) (the Information Circular), in accordance with IFRS-IASB, (the Pro Forma Relief, and together with the Early Adoption Relief, the Exemptions Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):

(a) the Alberta Securities Commission is the principal regulator for this application;

(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia; and

(c) this decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

Terms defined in National Instrument 14-101 Definitions, NI 52-107, National Instrument 51-102 Continuous Disclosure Obligations, and MI 11-102 have the same meaning if used in this decision, unless otherwise defined herein.

Representations

This decision is based on the following facts represented by the Filer:

1. The Filer is a corporation established under the federal laws of Canada. The head office of the Filer is in Calgary, Alberta.

2. The Filer is a reporting issuer in the Jurisdictions and Passport Jurisdiction and is not in default of securities legislation of any jurisdiction.

3. On October 13, 2011, the Filer announced that it had entered into a definitive agreement with Oando PLC (Oando) providing for: (i) a plan of arrangement to be effected by the Filer pursuant to which the Filer shall change its name and effect a consolidation of its outstanding common shares on a basis such that the current shareholders of the Filer shall receive in exchange for approximately each 16.28 common shares currently held: (a) one post-consolidation common share of the Filer; and (b) two share purchase warrants of the Filer; and (ii) the acquisition by the Filer of certain subsidiaries of Oando (the Acquired Companies) which in turn hold interests in respect of certain Oil Mining Leases and Oil Prospecting Licenses, in exchange for up to 102,164,500 post-consolidation common shares of the Filer (the Restructuring).

4. Oando and the Acquired Companies are not reporting issuers under the securities laws of any jurisdiction and none of their securities are listed on any stock exchange. Oando is a foreign issuer, and is not a SEC foreign issuer.

5. The Restructuring is a reverse take-over and upon its completion, it is anticipated that the Acquired Companies will become subsidiaries of the Filer.

6. The Filer is the reverse takeover acquiree, and the Acquired Companies is the reverse takeover acquirer; accordingly, the Filer will continue to carry on its business through the Acquired Companies.

7. The Filer is required to prepare the Information Circular in connection with the Restructuring.

8. The Information Circular of the Filer will contain audited financial statements of the Acquired Companies for their respective financial years ended December 31, 2010, 2009 and 2008 and interim financial reports of the Acquired Companies for the six months ended June 30, 2011 (collectively, the Acquired Companies' Statements).

9. Because the Information Circular will also include pro forma financial statements, as required by TSX-V policy, section 4.14(1) of NI 52-107 requires these pro forma financial statements be prepared in accordance with the issuer's GAAP.

10. The Filer has not previously prepared financial statements that contain an explicit and unreserved statement of compliance with IFRS-IASB.

11. The Acquired Companies' Statements have been prepared in accordance with IFRS-IASB.

12. The Filer wishes to early adopt IFRS-IASB since it will continue to carry on its business through the Acquired Companies.

Early Adoption of IFRS-IASB

13. The Canadian Accounting Standards Board adopted IFRS-IASB as Canadian GAAP for most publicly accountable enterprises for fiscal years beginning on or after January 1, 2011.

14. NI 52-107 sets out acceptable accounting principles for financial reporting under the Legislation by domestic issuers, foreign issuers, registrants and other market participants; under NI 52-107, for financial years beginning before January 1, 2011, a domestic issuer must use old Canadian GAAP, with the exception that an SEC registrant may use U.S. GAAP; under Part 4 of NI 52-107, for financial years beginning before January 1, 2011, only foreign issuers may use IFRS-IASB.

15. In CSA Staff Notice 52-321 Early Adoption of International Financial Reporting Standards, use of US GAAP and Reference to IFRS-IASB, staff of the Canadian Securities Administrators recognized that some issuers may wish to prepare their financial statements in accordance with IFRS-IASB for periods beginning prior to January 1, 2011, and indicated that staff were prepared to recommend exemptive relief on a case by case basis to permit a domestic issuer to do so, despite NI 52-107.

16. The Filer believes that the use of IFRS-IASB as the single accounting standard would eliminate complexity and cost from the financial statement preparation process; since the Acquired Companies prepare their financial statements in accordance with IFRS-IASB, the use of IFRS-IASB as the Filer's accounting standard would permit the Filer to streamline the reporting process and reduce costs which would otherwise be incurred in connection with the reconciliation of the Acquired Companies' Statements to old Canadian GAAP.

17. The Filer has carefully assessed the overall readiness of its staff, board of directors, audit committee, auditors, investors and other market participants for the adoption by the Filer of IFRS-IASB and has concluded that they will be adequately prepared for the Filer's adoption of IFRS-IASB.

18. The Filer has considered the implications of early adopting IFRS-IASB and its obligations under securities legislation including, but not limited to, those relating to CEO and CFO certifications, business acquisition reports, offering documents and previously released material forward-looking information.

19. Subject to obtaining the Exemptions Sought, the Filer will adopt IFRS-IASB effective as of September 1, 2010, with a date of transition to IFRS-IASB of September 1, 2009.

Decision

Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.

The decision of the Decision Makers under the Legislation is that the Exemptions Sought are granted provided that:

(a) the Filer prepares its annual financial statements for years beginning on or after September 1, 2010 in accordance with IFRS-IASB;

(b) the Filer restates and re-files its interim financial statements for the interim periods beginning on or after September 1, 2010 in accordance with IFRS-IASB together with the related restated interim management's discussion and analysis as well as the certificates required by National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings;

(c) the Filer's first annual IFRS-IASB financial statements and first IFRS-IASB interim financial report include an opening IFRS statement of financial position as at the date of transition to IFRSs, September 1, 2009;

(d) in the Filer's first annual IFRS-IASB financial statements, the opening IFRS statement of financial position as at the date of transition to IFRSs is audited;

(e) if the Filer presents the components of profit or loss in a separate income statement, the separate income statement is displayed immediately before the statement of comprehensive income;

(f) the Filer's annual IFRS-IASB financial statements disclose an explicit and unreserved statement of compliance with IFRS; and

(g) the Filer's IFRS-IASB interim financial reports disclose compliance with International Accounting Standard 34 Interim Financial Reporting.

"Cheryl McGillivray"
Manager, Corporate Finance