Securities Law & Instruments

Headnote

Subsection 1(11)(b) -- Order that the issuer is a reporting issuer for the purposes of Ontario securities law -- Issuer is already a reporting issuer in Alberta and British Columbia -- Issuer's securities listed for trading on the TSX Venture Exchange -- Continuous disclosure requirements in Alberta and British Columbia are substantially the same as those in Ontario -- Issuer has a significant connection to Ontario.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(11)(b).

IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, CHAPTER S.5, AS AMENDED ("the Act") AND IN THE MATTER OF STETSON OIL & GAS LTD.

ORDER (Clause 1(11)(b))

UPON the application of Stetson Oil & Gas Ltd. (the "Issuer") to the Ontario Securities Commission (the "Commission") for an order pursuant to clause 1(11)(b) of the Act deeming the Issuer to be a reporting issuer for the purposes of Ontario securities law;

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

AND UPON the Issuer having represented to the Commission as follows:

1. On September 30, 2004 Spearhead Resources Inc. and Camflo International Inc. were amalgamated pursuant to the Business Corporations Act (Alberta) and the name of the amalgamated corporation became Arctos Petroleum Corp. ("Arctos"). On November 9, 2007 Arctos and Stetson Oil & Gas Ltd. amalgamated and the name of the amalgamated corporation became Arctos Petroleum Corp. On November 9, 2007 Arctos Petroleum Corp. changed its name to "Stetson Oil & Gas Ltd." ("Stetson") and consolidated its common shares on a 10:1 basis. Pursuant to Articles of Amendment filed on October 2, 2008 Stetson created a series of preferred shares. On June 1, 2009 Stetson amalgamated with 1470975 Alberta Ltd. and the name of the amalgamated corporation became Stetson Oil & Gas Ltd. The Issuer consolidated its common shares on a 11:1 basis on February 27, 2012.

2. The Issuer was continued under the Business Corporations Act (Ontario) on October 21, 2014.

3. The Issuer's head office is located at 65 Queen Street West, Suite 815, Toronto, Ontario, M5H 2M5.

4. The authorized share capital of the Issuer consists of an unlimited number of preferred and common shares, of which 32,977,098 common shares are issued and outstanding as of March 4, 2015 (the "Common Shares"). Currently there are no preferred shares issued and outstanding.

5. The Common Shares have been listed and posted for trading on the TSX Venture Exchange ("TSXV") since approximately January 6, 1997. The current trading symbol is "SSN".

6. Pursuant to the policies of the TSXV, a listed-issuer, which is not otherwise a reporting issuer in Ontario, must assess whether it has a "significant connection to Ontario" (as defined in the policies of the TSXV) and, upon becoming aware that it has a significant connection to Ontario, promptly make a bona fide application to the Commission to be deemed a reporting issuer in Ontario.

7. The Issuer has determined that it has a significant connection to Ontario in that, in addition to its head office being located in Ontario, based on a report prepared by Broadbridge, over 39.56% of the Common Shares are held by persons resident in Ontario.

8. Upon becoming a reporting issuer in Ontario, the Issuer confirms the Commission will become the principal regulator of the Issuer.

9. The Issuer became a reporting issuer under the Securities Act (British Columbia) (the "BC Act") and the Securities Act (Alberta) (the "Alberta Act") on September 30, 2004.

10. The Issuer is not currently a reporting issuer or the equivalent in any jurisdiction in Canada other than British Columbia and Alberta.

11. The Issuer is not on the lists of defaulting reporting issuers maintained by the Alberta Securities Commission and the British Columbia Securities Commission. To the knowledge of the officers and directors of the Issuer, the Issuer has not been the subject of any enforcement actions by the Alberta or British Columbia securities commissions or by the TSXV, and the Issuer is not in default of any requirement of the Act, the Alberta Act or the BC Act.

12. The Issuer is not in default of any of the rules, regulations or policies of the TSXV.

13. The continuous disclosure requirements of the Alberta Act and the BC Act are substantially the same as the continuous disclosure requirements under the Act.

14. The materials filed by the Issuer as a reporting issuer in the Provinces of Alberta and British Columbia are available on the System for Electronic Document Analysis and Retrieval ("SEDAR").

15. Neither the Issuer nor any of its officers, directors or, to the knowledge of the Issuer or its officers and directors, any shareholder holding sufficient securities of the Issuer to affect materially the control of the Issuer, has (i) been the subject of any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority, (ii) entered into a settlement agreement with a Canadian securities regulatory authority, or (iii) been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision.

16. Neither the Issuer, nor any of its officers, directors nor, to the knowledge of the Issuer and its officers and directors, any shareholder holding sufficient securities of the Issuer to affect materially the control of the Issuer, is or has been subject to: (i) any known ongoing or concluded investigations by: (a) a Canadian securities regulatory authority, or (b) a court or regulatory body, other than a Canadian securities regulatory authority, that would be likely to be considered important to a reasonable investor making an investment decision; or (ii) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.

17. Except as set out below, none of the officers or directors of the Issuer nor, to the knowledge of the Issuer and its officers and directors, any shareholder holding sufficient securities of the Issuer to affect materially the control of the Issuer, is or has been at the time of such event an officer or director of any other issuer which is or has been subject to: (i) any cease trade or similar order, or order that denied access to any exemptions under Ontario securities law, for a period of more than 30 consecutive days, within the preceding 10 years; or (ii) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.

Mr. Ahmed Said was an officer and director of Stetson Oil & Gas Ltd. which on May 7, 2008 became subject to a cease trade order for failing to file its financial statements. This cease trade order was revoked on May 30, 2008.

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

IT IS HEREBY ORDERED pursuant to subsection 1(11)(b) of the Act that the Issuer be deemed to be a reporting issuer for the purposes of Ontario securities law.

DATED at Toronto on this 9th day of March, 2015.

"Shannon O'Hearn"
Manager, Corporate Finance
Ontario Securities Commission