Husky Oil Operations Limited - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications - Decision deeming a corporation to no longer be areporting issuer following an amalgamation effected pursuant to a statutory plan of arrangement.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O., 1990, c.S-5, as am., s. 83

IN THE MATTER OF

THE SECURITIES LEGISLATION

OF ALBERTA, BRITISH COLUMBIA, SASKATCHEWAN, ONTARIO,

QUÉBEC, NOVA SCOTIA AND NEWFOUNDLAND

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF HUSKY OIL OPERATIONS LIMITED

MRRS DECISION DOCUMENT

1. WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of Alberta,British Columbia, Saskatchewan, Ontario, Québec, Nova Scotia and Newfoundland (the "Jurisdictions") hasreceived an application from Husky Oil Operations Limited (the "Filer") for a decision under the securitieslegislation of the Jurisdictions (the "Legislation") that the Filer be deemed to have ceased to be a reportingissuer or the equivalent thereof under the Legislation;

2. AND WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Relief Applications (the"System"), the Alberta Securities Commission is the principal regulator for this application;

3. AND WHEREAS the Filer has represented to the Decision Makers that:

3.1 the Filer is a corporation under the Business Corporations Act (Alberta) (the "ABCA") with its headoffice located in Calgary, Alberta;

3.2 the Filer is a reporting issuer or the equivalent thereof in each of the Jurisdictions and is not in defaultof any of the requirements under the Legislation;

3.3 the Filer is the result of an amalgamation (the "Amalgamation") effected by way of a statutory plan ofarrangement under the ABCA (the "Arrangement") dated effective August 25, 2000 which took placeamong Husky Oil Limited ("Husky Oil"), Renaissance Energy Ltd. ("Renaissance"), Husky OilOperations Limited ("HOOL"), Husky Energy Inc. ("Husky Energy") and RES Acquisition Corp.;

3.4 pursuant to the Arrangement, HOOL, Renaissance and Husky Oil amalgamated and continued asthe Filer, and Husky Energy became the sole shareholder of the Filer;

3.5 prior to the Amalgamation, Renaissance was a reporting issuer or the equivalent thereof in each ofthe Jurisdictions, and therefore, as a result of the Amalgamation, the Filer became a reporting issueror the equivalent thereof in each of the Jurisdictions;

3.6 the Filer's authorized capital consists of an unlimited number of common shares ("Common Shares")and an unlimited number of intercompany preferred shares, of which 415,803,083 Common Shareswere issued and outstanding as at August 28, 2000, all of which were held by Husky Energy;

3.7 the Filer has no securities, including debt securities, currently issued and outstanding, other than theCommon Shares held by Husky Energy;

3.8 the Filer does not have any securities listed or quoted on any exchange or organized market inCanada or elsewhere; and

3.9 the Filer does not intend to seek public financing by way of an offering of its securities;

4. AND WHEREAS under the System, this MRRS Decision Document evidences the decision of each DecisionMaker ( collectively, the "Decision");

5. AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that providesthe Decision Maker with the jurisdiction to make the Decision has been met;

6. THE DECISION of the Decision Makers under the Legislation is that the Filer is deemed to have ceased tobe a reporting issuer or the equivalent thereof in each of the Jurisdictions as of the date of this Decision

DATED at Calgary, Alberta this 1^st day of November, 2000.

"original signed by"

Patricia Johnston

Director, Legal Services & Policy Development