Securities Law & Instruments

Non-Principal

Headnote

Mutual Reliance Review Systemfor Exemptive Relief Applications - Decision declaring corporationto be no longer a reporting issuer following the acquisitionof all of its outstanding securities by another issuer.

Applicable Ontario StatutoryProvisions

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

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

ALBERTA, SASKATCHEWAN, ONTARIOAND

QUÉBEC

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

PROVIDENT ENERGY LTD.

MRRS DECISION DOCUMENT

1. WHERAS the local securitiesregulatory authority or regulator (the "Decision Maker")in each of Alberta, Saskatchewan, Ontario and Québechas received an application from Provident Energy Ltd. ("Provident")for a decision under the securities legislation of the Jurisdictions(the "Legislation") that it be declared to be nolonger a reporting issuer.

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

3. AND WHEREAS Provident hasrepresented to the Decision Makers that:

3.1 Provident was formedby the amalgamation (the "Amalgamation") of ProvidentEnergy Ltd. and Richland Petroleum Corporation ("Richland")under the Business Corporations Act (Alberta) (the "ABCA")effective January 16, 2002;

3.2 The head office of Providentis located in Calgary, Alberta;

3.3 Provident is a reportingissuer in the Jurisdictions and became a reporting issuerin Alberta as a result of the Amalgamation;

3.4 Provident is not indefault of any of the requirements of the Legislation;

3.5 the authorized capitalof Provident consists of an unlimited number of common sharesof which there is currently one common share outstanding(the "Common Share");

3.6 effective January 16,2002, Provident Energy Ltd., Richland, Terraquest EnergyCorporation ("Terraquest" ) and Provident EnergyTrust (the "Trust") were reorganized by a planof arrangement (the "Arrangement") pursuant tosection 186 of the ABCA;

3.7 under the terms of theArrangement:

3.7.1 all common sharesof Richland owned by non-residents of Canada within themeaning of the Income Tax Act (Canada) were transferredto Provident (free of any claims) and such Richland shareholdersreceived notes of Provident and shares of Terraquest;

3.7.2 the articles ofRichland were amended to change its authorized capitalby the addition of an unlimited number of Class A sharesand Class B shares;

3.7.3 the articles ofRichland were amended such that each of the issued andoutstanding Richland Shares were changed into one ClassA share and one Class B share;

3.7.4 Richland sold certainoil and gas properties to Terraquest in accordance witha purchase and sale agreement, pursuant to which Terraquestissued to Richland, as consideration for the properties,shares of Terraquest;

3.7.5 Richland redeemedall of the issued and outstanding Class B shares in considerationof the transfer to the holders thereof of one share ofTerraquest for each Class B share redeemed;

3.7.6 each issued andoutstanding Class A share (other than those held by Provident),was exchanged with Provident for notes;

3.7.7 the notes were exchangedwith the Trust resulting in the acquisition by the Trustof all of the notes and the acquisition of trust units("Trust Units") of the Trust by holders of notes;and

3.7.8 Richland and Providentwere amalgamated and continued as one corporation underthe name of "Provident Energy Ltd.";

3.8 the Trust is a reportingissuer in the Jurisdictions and the Trust Units are listedon The Toronto Stock Exchange (the "TSE") andthe American Stock Exchange (the "ASE");

3.9 the common shares ofRichland were delisted from the TSE and the ASE at the closeof trading on January 21, 2002, and no securities of Richlandor Provident are listed or quoted on any exchange or market;

3.10 other than the CommonShare, notes which were issued in connection with: a) aplan of arrangment involving the Trust, Provident and FoundersEnergy Ltd., b) a plan of arrangement involving the Trust,Provident and Maxx Petroleum Ltd.; and c) the plan of arrangementinvolving the Trust, Provident Richland Petroleum Corporationand Terraquest Energy Corporation and a $125 million fixedand floating charge debenture which was granted as securityto a Canadian chartered bank in connection with the Trust'scurrent credit facility, Provident has no securities, includingdebt securities, outstanding;

3.11 Provident does notintend to seek public financing by way of an offering ofsecurities.

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

5. AND WHEREAS each of theDecision Makers is satisfied that the test contained in theLegislation that provides the Decision Maker with the jurisdictionto make the Decision has been met;

6. AND WHEREAS the decisionof the Decision Makers under the Legislation is that ProvidentEnergy Ltd. is deemed to have ceased to be a reporting issuerunder the Legislation.

June 21, 2002.

"Patricia M. Johnston"