Calpine Resources Inc. and Pezim, Page and Ivany (Re)

1.		To make orders under Section 144(1)(c) of the Securities Act, S.B.C. 1985, c. 83, as amended (the "Act"), that any or all of the exemptions described in Sections 30 - 32, 55, 58, 80 or 81 do not apply to each of Prime and Messrs. Pezim, Page and Ivany;
2.		To make orders under Section 144(1)(d) of the Act that Messrs. Pezim, Page and Ivany are prohibited from becoming or acting as directors or officers of any reporting issuer;
3.		To make orders under Section 154.2 of the Act that Messrs. Pezim, Page and Ivany and Prime pay prescribed fees or charges for the costs of or related to the hearing;
4.		To make any other orders as may be appropriate in the circumstances.

1.		Calpine Resources Inc. ("Calpine") is a reporting issuer whose common shares are listed for trading on the Vancouver Stock Exchange (the "Exchange").
2.		Prime is a reporting issuer whose common shares are listed for trading on the Exchange.
3.		Murray Pezim, Lawrence Page and John Ivany were in July and August, 1989 and continue to be directors and senior management of Prime and Calpine.
4.		Prime was in July and August, 1989 and continues to be a shareholder and insider of Calpine.
5.		In July and August, 1989, Messrs. Pezim, Page and Ivany had direct or indirect share interests in Prime.
6.		During July and August, 1989, Prime Explorations Ltd., a wholly owned subsidiary of Prime, was, on behalf of Calpine, the operator on a drilling program on the Eskay Creek Property. Throughout that period, Senior Management and Prime Explorations Ltd. received assay information which constituted "material facts" and "material changes" within the meaning of those terms as defined in the Act.
7.		During July and August, 1989, Senior Management failed to cause Calpine or Prime to make timely and adequate disclosure of "material facts" and "material changes" including:

(a)		results from the drilling program carried out on behalf of Calpine on the Eskay Creek Property in July and August, 1989; and,
(b)		material particulars of a private placement of securities of Calpine.

8.

Senior Management, when they knew or ought to have known of material facts and material changes in the affairs of Calpine which had not been generally disclosed, caused Prime and Calpine to engage in purchases, sales and trades of securities of Prime and Calpine including:

(a)		On or about July 12, 1989, Calpine granted options on 100,000 shares at an exercise price of $1.44 per share;
(b)		On or about July 13, 1989, Prime reduced the exercise price of options on 200,296 shares to $1.82 per share;
(c)		On or about July 14, 1989, Calpine arranged a private placement to issue 2,000,000 units, each unit consisting of one common share and one share purchase warrant, at a price of $2.00 per unit (the "Private Placement");
(d)		On or about July 31, 1989, Calpine granted options on 100,000 shares at $2.32 per share;
(e)		On or about August 10, 1989, Prime agreed that through a wholly owned entity it would purchase the whole Private Placement from Calpine for $2.00 per unit;
(f)		On or about August 15, 1989, Prime reduced the exercise price of options on 3,351,383 shares to $2.13 per share;
(g)		On or about August 15, 1989, Prime purchased 1,370,000 shares of Calpine at $3.70 per share;

(i)

On or about August 24, 1989, Calpine granted options on 100,000 shares at an exercise price of $4.78 per share.

9.

During July and August, 1989 Senior Management caused Calpine and Prime to mislead the Vancouver Stock Exchange as to:

(a)		the existence of undisclosed "material facts" and "material changes",
(b)		the true nature and substance of the Private Placement and
(c)		the true particulars of the Private Placement.

10.		During July and August, 1989 senior Management caused Calpine and Prime to publish news releases which were misleading as to the true nature and substance of the Private Placement and as to the particulars of that placement.
11.		Between September 26, 1989 and October 19, 1989 Senior Management failed to cause Prime to make timely and adequate disclosure of a further "material change", namely that both a subscriber to one million units of securities being distributed pursuant to a Statement of Material Facts and Prime's agent (Canarim Investment Corporation Ltd.) under a "guaranteed" Agency Agreement denied any obligation to pay the four million two hundred fifty thousand dollar purchase price for those securities.
12.		The above conduct was detrimental to the interests of the public, contrary to the Act, and in particulur Sections 67, 68 and 70 thereof and in breach of the duties of Messrs. Pezim, Page and many in their capacity as directors and Senior Management of Calpine and Prime.
13.		Such further matters as may appear relevant at the hearing.

AND TAKE NOTICE that determinations nay be made in this matter if Messrs. Pezim, Page and Ivany or Prime, or their counsel, do not appear at the hearing.

W.D. NESMITH
Superintendent of Brokers