Securities Law & Instruments


Mutual Reliance Review System for ExemptiveRelief Applications - corporation deemed to have ceased to bea reporting issuer after all of its outstanding securities wereacquired by another corporation.

Applicable Ontario Statutory Provisions

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













WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in Albertaand Ontario (the "Jurisdictions") has received anapplication from ConocoPhillips Canada Resources Corp. ("ConocoPhillipsCanada") for a decision under the securities legislationof each of the Jurisdictions (the "Legislation") thatConocoPhillips Canada be deemed to have ceased to be a reportingissuer under the Legislation;

AND WHEREAS, unless otherwise defined,the terms used herein have the meaning set out in National Instrument14-101 Definitions;

AND WHEREAS under the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),the Alberta Securities Commission is the principal regulatorfor this application;

AND WHEREAS ConocoPhillips Canada hasrepresented to the Decision Makers that:

1. ConocoPhillips Canada is governed by theNova Scotia Companies Act and is a reporting issuerin each of the Jurisdictions;

2. as of November 8, 2002, ConocoPhillipsCanada was not in default of any of its obligations as a reportingissuer under the Legislation;

3. ConocoPhillips Canada's head office islocated in Alberta;

4. as of November 8, 2002, the authorizedshare capital of ConocoPhillips Canada consisted of 10,000,000,000common shares of which 3,049,001 are issued and outstanding;

5. on July 31, 2002, Conoco Canada ResourcesLimited ("Conoco Canada"), a wholly owned indirectsubsidiary of Conoco Inc., became the sole shareholder ofGulf Indonesia Resources Limited ("Gulf Resources")by way of an offer to purchase and subsequent compulsory acquisition;

6. on August 9, 2002, Conoco Canada, GulfResources, and Grissik Gas Company Ltd. amalgamated (the "FirstAmalgamation") to form a corporation that retained thename Conoco Canada Resources Limited ("CCRL");

7. on August 20, 2002, CCRL amalgamated (the"Second Amalgamation") with 3067046 Nova ScotiaCompany to form a Nova Scotia unlimited liability companycalled Conoco Canada Resources Company ("CCRC");

8. prior to completion of the First Amalgamation,Gulf Resources was a reporting issuer in the Jurisdictions;

9. by virtue of the definition of reportingissuer contained in the Legislation, CCRL became a reportingissuer in the Jurisdictions upon completion of the First Amalgamation;

10. by virtue of the definition of reportingissuer contained in the Legislation, CCRC became a reportingissuer in the Jurisdictions upon completion of the SecondAmalgamation;

11. on September 5, 2002, CCRC changed itsname to ConocoPhillips Canada Resources Corp.;

12. all of the outstanding common shares ofConocoPhillips Canada are held by ConocoPhillips Canada Limited;

13. as of October 8, 2002, ConocoPhillipsCanada had US$11,900,000 of debt securities outstanding inthree series: the 8.375% Senior Notes due 2005; the 8.35%Senior Notes due 2006; and the 8.25% Senior Notes due 2017(collectively, the "U.S. Notes");

14. on February 19, 2002, Conoco Canada (theissuing corporation of the U.S. Notes at that time) delivereda consent solicitation to the holders of each series of U.S.Notes, requesting elimination of Conoco Canada's financialreporting obligations under the trust indentures under whichthe U.S. Notes were issued (the "U.S. Trust Indentures");

15. as part of the consent solicitation process,holders of the U.S. Notes were advised that if they approvedthe amendments to the U.S. Trust Indentures, Conoco Canadawould no longer be required to file periodic reports withthe Alberta Securities Commission or with the Trustee underthe U.S. Trust Indentures. In addition, holders of the U.S.Notes were asked to consent to Conoco Canada being deemedto cease to be a reporting issuer under the securities legislationof each of the Jurisdictions;

16. Conoco Canada obtained the requisite approvalsfrom the holders of the U.S. Notes, such that they no longerrequire Conoco Canada to file financial reports under theU.S. Trust Indentures;

17. on May 16, 2002 (prior to the First Amalgamation)Conoco Canada obtained a decision from the Jurisdictions deemingConoco Canada to no longer be a reporting issuer in the Jurisdictions;

18. to the knowledge of management of ConocoPhillipsCanada, based upon searches conducted by ConocoPhillips Canada,other than the outstanding common shares of ConocoPhillipsCanada held by ConocoPhillips Canada Limited and the US$4,000amount of debt securities (representing less than 0.1% ofthe US$11,900,000 amount of debt securities outstanding) heldbeneficially by one resident Canadian, ConocoPhillips Canadahas no securities, including debt securities, outstandingin Canada;

19. ConocoPhillips Canada has no present intentionof seeking public financing by way of an offering of its securities;and

20. no securities of ConocoPhillips Canadaare listed or quoted on any exchange in Canada;

AND WHEREAS under the System, this MRRSDecision Document evidences the decision of each Decision Maker(collectively, the "Decision");

AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker with the jurisdiction to make theDecision has been met;

THE DECISION of the Decision Makers underthe Legislation is that ConocoPhillips Canada is deemed to haveceased to be a reporting issuer under the Legislation.

November 29, 2002.

"Patricia M. Johnston"