Securities Law & Instruments

Headnote

MutualReliance Review System for Exemptive Relief Applications - corporationdeemed to have

ceasedto be a reporting issuer as all of its issued and outstandingsecurities are held, either

directlyor indirectly, by another issuer.


ApplicableOntario Statutory Provisions

SecuritiesAct, R.S.O. 1990, c.S.5, as am., s.83.

INTHE MATTER OF

THESECURITIES LEGISLATION

OFALBERTA, SASKATCHEWAN, ONTARIO,

QUÉBEC,AND NOVA SCOTIA

AND

INTHE MATTER OF

THEMUTUAL RELIANCE REVIEW SYSTEM

FOREXEMPTIVE RELIEF APPLICATIONS

AND

INTHE MATTER OF

MARATHONOIL CANADA LIMITED

MRRSDECISION DOCUMENT

1. WHEREASthe local securities regulatory authority or regulator (the "DecisionMaker") in Alberta, Saskatchewan, Ontario, Québec, andNova Scotia (the "Jurisdictions") has received an applicationfrom Marathon Oil Canada Limited ("Marathon") for a decision underthe securities legislation of the Jurisdictions (the "Legislation")that Marathon be deemed to have ceased to be a reporting issuerunder the Legislation;

2.AND WHEREAS under the Mutual Reliance ReviewSystem for Exemptive Relief Applications (the "System") the AlbertaSecurities Commission is the principal regulator for this application;

3.AND WHEREAS Marathon has represented to the DecisionMakers that:

3.1on January 1, 2002, Marathon Oil Canada Limited, a corporationincorporated under the Business Corporations Act (Alberta) (the"ABCA") on October 30, 1997 as 761581 Alberta Ltd., amalgamated(the "Amalgamation") with its parent company and sole shareholder787722 Alberta Ltd. ("Holdco"), and continued as Marathon;

3.2Marathon's head office is located in Calgary, Alberta;

3.3Marathon is a reporting issuer in the Jurisdictions and becamea reporting issuer in the Jurisdictions as a result of the Amalgamation;

3.4Marathon Oil Canada Limited was a reporting issuer in the Jurisdictionsand became a reporting issuer in the Jurisdictions on August 11,1998 as a result of an arrangement involving Marathon Oil CanadaLimited, Tarragon Oil and Gas Limited, Marathon Oil Company, andHoldco;

3.5Marathon is not in default of any of the requirements of the Legislation;

3.6the authorized capital of Marathon consists of an unlimited numberof common shares (the "Common Shares") and an unlimited numberof voting preferred shares (the "Preferred Shares") of which,as of January 2, 2002, there were 251 Common Shares and 5,640Preferred Shares outstanding;

3.7under the Amalgamation, Marathon Oil Company acquired all of theoutstanding securities of Marathon;

3.8Marathon Oil Company currently holds all of the outstanding securitiesof Marathon;

3.9no securities of Marathon have ever been listed or quoted on anyexchange or market;

3.10other than the outstanding Common Shares and the outstanding PreferredShares, Marathon has no securities, including debt securities,outstanding;

3.11Marathon does not intend to seek public financing by way of anoffering of its securities;

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

5.AND WHEREAS each of the Decision Makers is satisfiedthat the test contained in the Legislation that provides the DecisionMaker with the jurisdiction to make the Decision has been met;

6.THE DECISION of the Decision Makers under theLegislation is that Marathon is deemed to have ceased to be areporting issuer under the Legislation.

February14, 2002.

"PatriciaM. Johnston"