Headnote National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – An issuer (a capital pool company) proposes to enter into a reverse take-over transaction with a target company – The proposed transaction, if completed, will serve as the issuer’s qualifying transaction under Policy 2.4 Capital Pool Companies of the TSX Venture Exchange (TSXV) - The issuer applied for relief from the requirements in section 4.10(2)(a)(ii) of National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) and Item 5.2 of Form 51-102F3 Material Change Report to file, in respect of the proposed transaction, audited annual financial statements of the target company consisting of an income statement, a statement of retained earnings and a cash flow statement for the 12 months ended December 31, 2008 and December 31, 2007 and the related notes thereto – Target company is unable to provide the specified historical financial statements – Target company has made every reasonable effort to obtain copies of, or reconstruct, the historical accounting records necessary to prepare and audit the specified historical financial statements, but such efforts were unsuccessful – Auditors of target company have confirmed that even if the specified historical financial statements were prepared, an audit of those statements would be extremely difficult if not impossible to conduct – Issuer to provide alternative financial disclosure of target company in filing statement for qualifying transaction required under TSXV policies, including audited financial statements of target company for nine month period ended September 30, 2010 – Issuer to provide technical report under National Instrument 43-101 Standards of Disclosure for Mineral Projects in respect of target company – Technical report covers the only mining properties held by the target company and contains recent data and financial information of interest to investors – Relief granted, subject to condition that filing statement contains the alternative financial disclosure and that the filing statement and the technical report are filed on SEDAR following acceptance by TSXV. Applicable Legislative Provisions National Instrument 51-102 Continuous Disclosure Obligations, section 4.10(2)(a)(ii). Form 51-102F3 Material Change Report, Item 5.2.

February 17th , 2011

IN THE MATTER OF

THE SECURITIES LEGISLATION OF ONTARIO

(the Jurisdiction)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

SKYBERRY CAPITAL CORP.

(the Filer)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) for an exemption (the Exemption Sought) from the requirements in section 4.10(2)(a)(ii) of National Instrument 51-102 Continuous Disclosure Obligations and Item 5.2 of Form 51-102F3 Material Change Report to file, in respect of the Proposed Transaction (as defined below), audited annual financial statements for Lipari Coal Holdings, Inc. (Lipari) consisting of an income statement, a statement of retained earnings and a cash flow statement for the 12 months ended December 31, 2008 and December 31, 2007 and the related notes thereto.

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

(a) the Ontario Securities Commission is the principal regulator for the application, and

(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 Alberta and British Columbia.

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.

Representations

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

The Proposed Transaction

1. The Filer has entered into a letter of intent with Lipari pursuant to which the Filer and Lipari propose to complete a transaction that will result in a reverse take-over of the Filer by the shareholders of Lipari and a corporation (Lipari Finco) incorporated to facilitate the business combination (the Proposed Transaction). Following completion of the Proposed Transaction, the name of the Filer will be changed to Lipari Energy, Inc.

2. Pursuant to the policies of the TSX Venture Exchange (TSXV), the Filer must file a Filing Statement in the prescribed form (TSXV Form 3B2 Information Required in a Filing Statement for a Qualifying Transaction), which includes disclosure of financial statements of the Filer and Lipari prescribed by National Instrument 41-101 General Prospectus Requirements. In addition to applying to the principal regulator for the Exemption Sought, the Filer has also applied to TSXV for a waiver from the equivalent financial statement requirements in TSXV Form 3B2.

The Filer

3. The Filer is a corporation incorporated under the Business Corporations Act (Alberta). The head office of the Filer is located at 357 Bay Street, Suite 900, Toronto, Ontario. The Filer’s financial year end is December 31.

4. The Filer is a capital pool company listed on the TSXV. The Proposed Transaction, if completed, is intended to serve as the Filer’s qualifying transaction under TSXV Policy 2.4 Capital Pool Companies.

5. The Filer is a reporting issuer in the Provinces of Alberta, British Columbia and Ontario.

6. The Filer is not in default of any of the requirements of the applicable securities legislation in any jurisdiction.

Lipari

7. Lipari is a corporation organized under the laws of the State of Delaware as of August 27, 2008. Lipari’s financial year end is December 31.

8. Lipari is not a reporting issuer or its equivalent in any jurisdiction of Canada.

9. Lipari is not in default of any of the requirements of the applicable securities legislation in any jurisdiction.

10. Lipari was organized to acquire B&W Resources, Inc. (B&W) of which Lipari is the sole shareholder.

11. B&W’s principal business is the production and sale of coal produced from mineral properties it owns and leases in eastern Kentucky.

Technical Report

12. In connection with the Proposed Transaction and pursuant to the requirements of the TSXV, Lipari has submitted a technical report prepared by Norwest Corporation (Norwest) entitled “B&W Resources, Inc. Coal Properties: Clay, Leslie, Owsley, and Perry Counties, Kentucky, USA” dated October 29, 2010 (the Technical Report) to the TSXV. The Technical Report complies with the requirements in National Instrument 43- 101 Standards of Disclosure in Mineral Projects.

13. The Technical Report includes a summary of the coal properties of B&W located in Kentucky. Such properties represent all of Lipari's current coal properties and are the only mining properties held by Lipari. The information contained in the Technical Report is based on information and assumptions current as of the date of the Technical Report and provides projections of prices, costs, revenue and cash flow with respect to such properties on a going-forward basis.

14. The Technical Report contains certain information of particular interest to investors including B&W's history of coal production from 2001 until 2009 as well as current mineral resource and reserve estimates as of May 2010. The Technical Report also contains certain key projections including a mining production schedule, projected after- tax cash flow, annual capital expenditures and annual cash operating costs from 2011 to 2022 as well as sales commitments to customers from 2010 to 2013 and a net present value and sensitivity analysis for the coal properties that are the subject of the Technical Report.

15. The data used to prepare the mineral resource and reserves estimates disclosed in the Technical Report have a cut-off date of May 31, 2010. Since the date of the Technical Report, there have been no significant changes in the assumptions used to prepare the Technical Report.

16. The Filing Statement will contain certain information with respect to the Technical Report.

Financial Statements of B&W

17. Until April 2007, B&W was owned by three individuals. The assets and operations of B&W consisted of various assets, of which the coal assets subsequently acquired by Lipari represented approximately 40% of the total assets. In April 2007, two of the owners exited the business of B&W, with most of B&W’s assets, other than its coal assets, distributed to the two departing owners. A short year income tax return was filed by B&W for the four-month period ended April 30, 2007.

18. In May 2007, the third individual who owned B&W formed Black Star Resources LLC (Black Star) to acquire B&W. At that time, B&W ceased to file tax returns as a separate entity and ceased to prepare financial statements at the B&W entity level. In addition to the coal assets of B&W, Black Star held other properties comprising its assets and operations. In August 2008, Lipari acquired all of the common stock of B&W. Lipari treated the transaction as an acquisition of the B&W coal assets and did not obtain separate financial statements for B&W.

19. Lipari has used August 1, 2008 as its initial reporting date as Lipari was inactive prior to the acquisition of B&W on that date.

20. The B&W coal assets constitute substantially all of Lipari’s operations such that Lipari has consolidated the results of B&W’s coal operations since the date of acquisition of B&W by Lipari.

21. B&W is considered a predecessor issuer of Lipari under Item 32.1(a) of Form 41-101F1.

22. At the time of the acquisition of B&W by Lipari, there did not exist B&W entity level financial statements, either audited or unaudited that were prepared in compliance with GAAP.

23. Since the acquisition of B&W, the relationship between Lipari and Black Star has deteriorated in a material manner such that the parties are currently involved in litigation proceedings commenced in Kentucky Circuit Court in a dispute regarding the B&W acquisition by Lipari.

24. Any attempt by Lipari to contact Black Star regarding the historical financial records of B&W could be prejudicial to Lipari’s interests in the ongoing litigation proceedings.

25. Lipari has made every reasonable effort to obtain copies of, or reconstruct, the historical accounting records necessary to prepare and audit the financial statements of B&W for the period from January 1, 2007 to July 31, 2008, but such efforts have been unsuccessful. As such, to the extent they may exist, Lipari is not able to access the underlying financial records and source documents of B&W for the period prior to its acquisition by Lipari in sufficient detail to be able to prepare financial statements in accordance with GAAP.

26. The inability to prepare the prescribed financial statements for the period prior to the acquisition of B&W by Lipari is outside the Filer’s control.

27. Further, the auditors of Lipari have confirmed that even if the historical financial statements of B&W were prepared, a combination of the following factors would render the audit of the Lipari annual financial statements, consisting of an income statement, a statement of retained earnings and a cash flow statement for the 12 months ended December 31, 2008 and December 31, 2007, extremely difficult if not impossible to conduct as:

(a) prior to July 31, 2008, stand alone GAAP compliant financial statements were not prepared for the B&W entity;

(b) for the 12 months ended December 31, 2007 and the seven months ended July 31, 2008, the auditors have confirmed that although basic source documents relating to Lipari for these periods may exist, it would be extremely difficult if not impossible to locate such in the degree necessary to conduct a "stand alone audit", and it is not possible to obtain detailed supporting analysis, including but not limited to, objective external evidence with respect to (i) B&W’s asset retirement obligation and coal reserves and (ii) inventory figures as at December 31, 2006 and December 31, 2007;

(c) management and staff of B&W involved with B&W during the 12 months ended December 31, 2007 and the seven months ended July 31, 2008 are not available to answer auditor questions or help reconstruct related supporting information.

The Filing Statement

28. The Filer is required to include in the Filing Statement, among other things, three years of historical income statements, statements of retained earnings and cash flow statements of Lipari.

29. The Filing Statement will contain the following disclosure regarding the Filer and Lipari (the Proposed Financial Disclosure):

Filer Financial Statements

(a) audited financial statements of the Filer for the period from incorporation (January 21, 2010) to December 31, 2010, including balance sheet, statement of loss, comprehensive loss and deficit, statement of retained earnings, statement of cash flow and notes to the financial statements;

(b) unaudited interim financial statements of the Filer for the period ended September 30, 2010, including balance sheet, statement of loss, comprehensive loss and deficit, statement of retained earnings, statement of cash flow and notes to the financial statements;

Lipari Financial Statements

(c) audited financial statements of Lipari for the nine month period ended September 30, 2010, including balance sheet, income statement, statement of retained earnings, statement of cash flow and notes to the financial statements;

(d) audited financial statements of Lipari for the year ended December 31, 2009, including balance sheet, income statement, statement of retained earnings, statement of cash flow and notes to the financial statements;

(e) audited financial statements of Lipari for the five month period ended December 31, 2008, including balance sheet, income statement, statement of retained earnings, statement of cash flow and notes to the financial statement; and

Pro Forma Financial Statements after giving effect to the Proposed Transaction

(f) a pro forma balance sheet of the Filer (after giving effect to the Proposed Transaction) as at December 31, 2010 and notes thereto.

30. The Filer will be relying on the exception contained in Item 48.2 of TSXV Form 3B2 Information Required in a Filing Statement for a Qualifying Transaction and will not be including a pro forma income statement of the Filer in the Filing Statement

31. The Proposed Financial Disclosure will contain sufficient information to permit the public to make a reasoned assessment of the Filer’s business following completion of the Proposed Transaction.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that the Exemption Sought is granted provided that:

1. the Filing Statement includes the Proposed Financial Disclosure; and

2. the Filing Statement and the Technical Report are filed on SEDAR following acceptance by the TSXV.

“Michael Brown”

Assistant Manager, Corporate Finance

Ontario Securities Commission