FORM 45-102F2 (Second Amended Filing)
CERTIFICATE UNDER SUBSECTION 2.7(2) OR (3) OF
MULTILATERAL INSTRUMENT 45-102RESALE OF SECURITIES
Complete 1. or 2.
1. [Name of Issuer or Selling Security Holder]DEREK OIL & GAS CORPORATION has distributed securities under a provision listed in Appendix D or E to Multilateral Instrument 45-102 or a provision of securities legislation that specifies that the first trade of the securities is subject to section 2.5 or 2.6 of Multilateral Instrument 45-102 and hereby certifies that in respect of a distribution on [date]February 18, 2004 of 729,000 common shares and 364,500 common share purchase warrants[amount or number and type of securities] of [Name of Issuer]Derek OIL & GAS CORPORATION, [Name of Issuer]DEREK OIL & GAS CORPORATION was a qualifying issuer within the meaning of Multilateral Instrument 45-102 Resale of Securities at the distribution date.
2. [Name of Issuer] has distributed securities under a provision listed in Appendix F to Multilateral Instrument 45-102 or a provision of securities legislation that specifies that the first trade of securities distributed to an employee, executive, consultant or administrator is subject to section 2.6 of Multilateral Instrument 45-102 and hereby certifies that in respect of a distribution on [date] of [amount or number and type of securities] of [Name of Issuer], [Name of Issuer] became after the distribution date by filing a prospectus in a jurisdiction listed in Appendix B to Multilateral Instrument 45-102 and listing or quoting a class of its equity securities on a qualified market, and now is, a qualifying issuer within the meaning of Multilateral Instrument 45-102.
DATED atVancouver, B.C. this8th day ofMarch , 2004.
[Name of Issuer or Selling Security Holder]DEREK OIL & GAS COPORATION
By:”Edward Byrd”
[type name]Edward Byrd
[title]Director
