This is the form of a material change report required under section 85 (1) of theSecurities Act and section 151 of theSecurities Rules.
BC FORM 53-901F
(Previously Form 27)
Securities Act
MATERIAL CHANGE REPORT
NOTE: This form is intended as a guideline. A letter or other document may be used if the substantive requirements of this form are complied with.
NOTE: If this report is filed on a confidential basis, put at the beginning of the report in block capitals "CONFIDENTIAL - SECTION 85", and file in an envelope marked "Confidential – Attention: Supervisor, Financial Reporting".
Item 1: Reporting Issuer
Derek Oil & Gas Corporation
Suite 1201 – 1111 West Hastings Street
Vancouver, B.C.
V6E 2J3
Item 2: Date of Material Change
May 5, 2004
Item 3: Press Release
State the date and place(s) of issuance of the press release issued under section 85 (1) of the Act.
May 5, 2004
Item 4: Summary of Material Change
The Company has received an independent engineering evaluation of the LAK Ranch oil project in Wyoming. This evaluation report conforms to NI 51-101 standards. The report identifies in excess of 190 million barrels of “oil-in-place” in two potentially productive sandstone horizons on the LAK Ranch property. A 13 million barrel portion of the 190 million barrels of “oil-in-place” is categorized as a recoverable oil reserve, in the “possible” category as defined by the Canadian Oil and Gas Evaluation Handbook. The full text of the report is available at www.sedar.com
Item 5: Full Description of Material Change
Please see attached News Release.
Item 6: Reliance on section 85 (2) of the Act
If the report is being filed on a confidential basis in reliance on section 85 (2) of the Act, state the reasons for that reliance.
N/A
Instruction:
For continuing obligations regarding reports filed under this subsection, refer to section 85 (3) of the Act and Part 3.4 of the SEDAR Filer Manual.
Item 7: Omitted Information
In certain circumstances where a material change has occurred and a material change report has been or is about to be filed but section 85 (3) of the Act will no longer or will not be relied upon, a reporting issuer may nevertheless believe one or more significant facts otherwise required to be disclosed in the material change report should remain confidential and not be disclosed or not be disclosed in full detail in the material change report.
State whether any information has been omitted on this basis and provide the reasons for any omission in sufficient detail to permit the Commission to exercise its discretion under section 169 (4) of the Act.
The reasons for the omission may be contained in a separate letter filed in an envelope marked "Confidential – Attention: Supervisor, Financial Reporting ".
N/A
Item 8: Senior Officers
Give the name and business telephone number of a senior officer of the reporting issuer who is knowledgeable about the material change and the report or an officer through whom the Commission may contact that senior officer.
Barry C.J. Ehrl – (604) 331-1757
Item 9: Statement of Senior Officer
The foregoing accurately discloses the material change referred to herein.
Barry C.J. Ehrl________________
Name of Senior Officer
(604) 331-1757_________________
Business Telephone Number
DATED at Vancouver, British Columbia, May 6, 2004
DEREK OIL & GAS CORPORATION
Per:
“Barry C.J. Ehrl”______________
Signature
President & C.E.O.____________
(Official Capacity)
Barry C.J. Ehrl_______________________________
(Name of Individual Whose Signature Appears Above)
