Crescent Point Energy Trust et al. - MRRS Decision

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications -- relief from registration and prospectusrequirements for trades made in connection with an arrangement-- relief granted from certain continuous disclosure requirement,subject to conditions -- relief from "current AIF"requirement, subject to certain conditions.

Applicable Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am.,ss. 25, 53, 74(1), 80(b)(iii), and 88(2)(b).

Applicable Instruments

Multilateral Instrument 45-102 Resale of Securities.

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

ALBERTA, BRITISH COLUMBIA,SASKATCHEWAN,

MANITOBA, ONTARIO, QUEBEC,NEW BRUNSWICK,

PRINCE EDWARD ISLAND, NOVASCOTIA AND

NEWFOUNDLAND AND LABRADOR

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

CRESCENT POINT ENERGY LTD.,

TAPPIT RESOURCES LTD.,

STARPOINT ENERGY LTD.,

CRESCENT POINT ENERGY TRUST,

CRESCENT POINT ACQUISITIONLTD.,

AND CRESCENT POINT EXCHANGELTD.

MRRS DECISION DOCUMENT

1. WHEREAS the local securities regulatoryauthority or regulator (collectively, the "Decision Makers")in each of Alberta, British Columbia, Saskatchewan, Manitoba,Ontario, Québec, New Brunswick, Prince Edward Island,Newfoundland and Labrador and Nova Scotia (the "Jurisdictions")has received an application from Crescent Point Energy Trust(the "Trust"), Crescent Point Energy Ltd. ("CrescentPoint"), Tappit Resources Ltd., ("Tappit"),Crescent Point Acquisition Ltd. ("AcquisitionCo"),StarPoint Energy Ltd. ("ExploreCo"), and CrescentPoint Exchange Ltd. ("ExchangeCo") for a decisionunder the securities legislation of the Jurisdictions (the"Legislation") that the requirements contained inthe Legislation:

1.1 to be registered to trade in a security(the "Registration Requirement") and to file apreliminary prospectus and a prospectus and receive receiptstherefore (the "Prospectus Requirement") in theJurisdictions, except in British Columbia (the "Registrationand Prospectus Jurisdictions"), shall not apply tocertain trades of securities to be made in connection witha proposed plan of arrangement (the "Arrangement")under section 193 of the Business Corporations Act (Alberta)(the "ABCA") and section 192 of the Canada BusinessCorporations Act (the "CBCA") involving the Trust,AcquisitionCo, Crescent Point, Tappit, ExploreCo, ExchangeCoand the shareholders of Crescent Point and Tappit; and

1.2 with respect to AcquisitionCo (or itssuccessor on amalgamation with Crescent Point ("AmalgamationCo"))in those Jurisdictions in which it becomes a reporting issueror the equivalent under the Legislation, to issue a pressrelease and file a report with the Jurisdictions upon theoccurrence of a material change, file an annual report,where applicable, file interim financial statements andaudited annual financial statements with the Jurisdictionsand deliver such statements to the security holders of AmalgamationCo,file and deliver an information circular or make an annualfiling with the Jurisdictions in lieu of filing an informationcircular, file an annual information form and provide management'sdiscussion and analysis of financial condition and resultsof operations (the "Continuous Disclosure Requirements")shall not apply to AcquisitionCo or AmalgamationCo; and

1.3 the requirement of ExploreCo to havea current annual information form filed upon filed on theSystem for Electronic Document Analysis and Retrieval ("SEDAR")under Multilateral Instrument 45-102 Resale of Securities("MI 45-102") would not apply;

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

3. AND WHEREAS, unless otherwise defined,the terms herein have the meaning set out in National Instrument14-101 Definitions or in Québec Securities CommissionNotice 14-101;

4. AND WHEREAS the Trust, Crescent Point,Tappit, AcquisitionCo, ExploreCo and ExchangeCo have representedto the Decision Makers that:

4.1 Crescent Point was incorporated pursuantto the ABCA on June 20, 2001;

4.2 the head and principal offices of CrescentPoint are located at Suite 1800, 500 -- 4th Ave. S.W., Calgary,Alberta, T2P 2V6 and the registered office is located atSuite 3300, 421 -- 7th Ave S.W., Calgary, Alberta, T2P 4K9;

4.3 Crescent Point is engaged in the explorationfor, and the acquisition, development and production of,oil and natural gas in the provinces of Alberta, Saskatchewanand British Columbia;

4.4 the authorized capital of Crescent Pointconsists of an unlimited number of Class A Shares ("CrescentPoint Class A Shares"), an unlimited number of ClassB Shares ("Crescent Point Class B Shares" andtogether with the Crescent Point Class A Shares, "CrescentPoint Shares"), and an unlimited number of preferredshares, issuable in series;

4.5 as at July 21, 2003, 26,373,757 CrescentPoint Class A Shares, 808,830 Crescent Point Class B Sharesand nil preferred shares were issued and outstanding, andoptions ("Crescent Point Options") to purchasea total of 2,064,334 Crescent Point Class A Shares wereoutstanding;

4.6 the Crescent Point Class A Shares andCrescent Point Class B Shares are listed on the TorontoStock Exchange (the "TSX");

4.7 Crescent Point is a reporting issueror the equivalent in the provinces of British Columbia,Alberta, Manitoba and Ontario and has been for more than12 months;

4.8 Crescent Point has filed all the informationthat it has been required to file as a reporting issuerin each of the Provinces of British Columbia, Alberta, Manitobaand Ontario is not in default of the securities legislationin any of these jurisdictions;

4.9 Tappit was incorporated pursuant tothe CBCA as 98941 Canada Ltd. on June 5, 1980. On July 31,1980, Tappit changed its name to "Tappit ResourcesLtd.". On December 31, 1998, Tappit was amalgamatedwith its wholly-owned subsidiary Goal Energy Inc;

4.10 the registered and head office of Tappitis located at 704-2500 Victoria Avenue, Regina, Saskatchewan,S4P 3X2;

4.11 Tappit is a junior oil and gas exploration,development and production company with operations focusedon oil in southeast Saskatchewan and on natural gas in northeastAlberta;

4.12 the authorized capital of Tappit consistsof an unlimited number of common shares ("Tappit Shares");

4.13 as at July 21, 2003, 19,085,871 TappitShares were issued and outstanding, and options ("TappitOptions") to purchase of 1,200,000 Tappit Shares wereoutstanding;

4.14 Tappit Shares are listed on the TSX;

4.15 Tappit is a reporting user or the equivalentthereof in the provinces of British Columbia, Alberta, Saskatchewan,Manitoba, Ontario, New Brunswick, Nova Scotia, Prince EdwardIsland, Newfoundland and Labrador and has been for morethan 12 months;

4.16 Tappit has filed all the informationthat it has been required to file as a reporting issueror the equivalent thereof in each of the provinces of BritishColumbia, Alberta, Saskatchewan, Manitoba, Ontario, NewBrunswick, Nova Scotia, Prince Edward Island, Newfoundlandand Labrador and is not in default of the securities legislationin any of these jurisdictions;

4.17 the Trust is an open end unincorporatedinvestment trust governed by the laws of the Province ofAlberta and created pursuant to a trust indenture datedJuly 22, 2003 between Crescent Point and Olympia Trust Company,as trustee;

4.18 Trust was established, inter alia,for the purpose of: (a) investing in shares of AcquisitionCoand the unsecured, subordinate promissory note of AcquisitionCo(the "Note"); (b) acquiring the Crescent PointShares and the Tappit Shares pursuant to the Arrangement;(c) investing in units of Crescent Point Commercial Trustand shares of Crescent Point General Partner Corp.; (d)acquiring royalties in respect of Canadian resource properties;(e) acquiring, holding, transferring disposing of, investingin and otherwise dealing with assets, securities and otherinterests or properties of AmalgamationCo or any other entity;(f) disposing of any part of the monies, properties andassets of the Trust; (g) issuing units of the Trust ("TrustUnits") and other securities from time to time; (h)temporarily holding cash and investments for the purposesof paying the expenses and the liabilities of the Trust,paying amounts payable by the Trust in connection with theredemption of any Trust Units, and making distributionsto holders of Trust Units ("Unitholders"); and(i) paying costs, fees and expenses associated with theforegoing purposes or incidental thereto;

4.19 the Trust was established with nominalcapitalization and currently has only nominal assets andno liabilities and the only activity which will initiallybe carried on by the Trust will be the holding of securitiesof AmalgamationCo, Crescent Point ExchangeCo Ltd., CrescentPoint Commercial Trust and Crescent Point General PartnerCorp.;

4.20 the Trust is authorized to issue anunlimited number of Trust Units and an unlimited numberof special voting rights ("Special Voting Rights");

4.21 as of the date hereof, there is oneTrust Unit issued and outstanding and owned by CrescentPoint and no Special Voting Rights are outstanding;

4.22 the Trust has received conditionalapproval from the TSX for the listing on the TSX of theTrust Units to be issued in connection with the Arrangementsubject to, among other things, completion of the Arrangement;

4.23 the Trust is not a reporting issuerin any of the Jurisdictions;

4.24 the Trust expects to make monthly distributionsof distributable income, if any, to the Unitholders;

4.25 the Trust is not a "mutual fund"under the Legislation, as Unitholders are not entitled toreceive on demand an amount computed by reference to thevalue of a proportionate interest in the whole or in partof the net assets of the Trust, as contemplated by the definitionof "mutual fund" in the Legislation;

4.26 AcquisitionCo was incorporated pursuantto the ABCA on July 22, 2003;

4.27 AcquisitionCo was incorporated to participatein the Arrangement by acquiring Crescent Point Shares andTappit Shares;

4.28 the head and principal office of AcquisitionCois located at Suite 1800, 500 - 4th Ave. S.W., Calgary,Alberta, T2P 2V6 and the registered office is located atSuite 3300, 421 - 7th Ave S.W., Calgary, Alberta, T2P 4K9;

4.29 the authorized capital of AcquisitionCocurrently consists of an unlimited number of common sharesand an unlimited number of exchangeable shares, issuablein series. Prior to the Arrangement, the articles of AcquisitionCowill be amended to create an unlimited number of SeriesA exchangeable shares ("Exchangeable Shares")of which an unlimited number will be authorized and up to2,000,000 Exchangeable Shares will be issued pursuant tothe Arrangement;

4.30 as of July 21, 2003, one common shareof AcquisitionCo was issued and outstanding and owned bythe Trust;

4.31 AcquisitionCo is not a reporting issuerin any of the Jurisdictions;

4.32 ExploreCo was incorporated pursuantto the ABCA on July 22, 2003 and has not carried on anyactive business since incorporation;

4.33 the head and principal office of ExploreCois located at Suite 1800, 500 - 4th Ave. S.W., Calgary,Alberta, T2P 2V6 and the registered office is located atSuite 3300, 421 - 7th Ave S.W., Calgary, Alberta, T2P 4K9;

4.34 pursuant to the Arrangement, ExploreCowill acquire, directly and indirectly, certain natural gasassets from Crescent Point and upon completion of the Arrangement,ExploreCo will be engaged in the exploration for, and acquisition,development and production of, oil and natural gas reserves,primarily in western Canada;

4.35 the authorized capital of ExploreCoconsists of an unlimited number of common shares ("ExploreCoShares") and an unlimited number of preferred shares,issuable in series.

4.36 as of July 22, 2003, one ExploreCoShare and no preferred shares were issued and outstanding.ExploreCo has also reserved a total of 2,546,964 ExploreCoShares for issuance pursuant to outstanding stock options;

4.37 ExploreCo has made application forconditional approval to list the ExploreCo Shares on theTSX;

4.38 ExploreCo is not a reporting issuerin any of the Jurisdictions;

4.39 the Arrangement will be effected byway of a plan of arrangement pursuant to section 193 ofthe ABCA (in respect of Crescent Point) and section 192of the CBCA (in respect of Tappit) and was approved by notless than two-thirds of the votes cast by the holders ofCrescent Point Class A Shares and Crescent Point Class BShares (present in person or represented by proxy), eachvoting separately as a class, at a special meeting of holdersof Crescent Point Shares held on August 21, 2003 and bynot less than two-thirds of the votes cast by the holdersof Tappit Shares (present in person or represented by proxy)at a special meeting of holders of Tappit Shares held onAugust 21, 2003 (the "Meetings"). The Arrangementreceived the final approval of the Court of Queen's Benchof Alberta (the "Court") on August 22, 2003;

4.40 the joint management information circular(the "Information Circular") mailed to the holdersof Crescent Point Shares and the holders of Tappit Shares(collectively, the "Shareholders") in connectionwith the Meetings conforms with the ABCA, the CBCA, applicablesecurities laws and an interim order of the Court and containsprospectus-level disclosure concerning the respective business,affairs and securities of the Trust, Crescent Point, Tappit,AmalgamationCo and ExploreCo, and a detailed descriptionof the Arrangement;

4.41 the Arrangement provides for a transactionwhere, commencing at the effective time of the Arrangement(the "Effective Time"), the events set out belowshall be deemed to occur in the following order:

4.41.1 the shareholder rights plan ofTappit shall be terminated and all rights issued thereunderextinguished;

4.41.2 the Crescent Point Shares and TappitShares held by Shareholders who validly exercise theirrights of dissent under section 191 of the ABCA or section190 of the CBCA, as applicable, as modified by an interimorder of the Court, shall, as of the Effective Time, bedeemed to have been transferred to Crescent Point or Tappit,as the case may be, and be cancelled and cease to be outstanding,and as of the Effective Time, such dissenting Shareholdersshall cease to have any rights as shareholders of CrescentPoint or Tappit, as the case may be, other than the rightto be paid the fair value of their Crescent Point Sharesor their Tappit Shares;

4.41.3 AcquistionCo shall be granted byCrescent Point the right to acquire all ExploreCo Sharesto be issued to Crescent Point on the exchange of certainnatural gas assets (the "ExploreCo Assets")for ExploreCo Shares referred to in paragraph 4.41.4 foran amount equal to the fair market value of such ExploreCoShares as determined at the time of their issuance;

4.41.4 the conveyance of ExploreCo Assetsfrom Crescent Point to ExploreCo will be effected, pursuantto which ExploreCo shall issue to Crescent Point as considerationfor the ExploreCo Assets such number of Exploreco Shareswhich, shall be equal to the total number of ExploreCoShares to be delivered to Crescent Point Shareholdersand Tappit Shareholders pursuant to paragraph 4.41.10;

4.41.5 AcquisitionCo shall be deemed toexercise the right granted to it under paragraph 4.41.3hereof and Crescent Point shall transfer all of the ExploreCoShares owned by it to AcquisitionCo (free of all encumbrances)in exchange for an unsecured, demand promissory note ofAcquisitionCo (the "Interim Note");

4.41.6 the transactions set forth in thisparagraph 4.41.6 shall occur simultaneously:

a) AcquisitionCo agrees to purchaseat the Completion Time, as defined below, each CrescentPoint Class A Share (other than any such share previouslyheld by a dissenting Shareholder and deemed to be cancelledpursuant to paragraph 4.41.2) from the holder thereoffor consideration consisting of:

i) the delivery at the moment in timeduring the Arrangement immediately following the completionof steps in this paragraph 4.41.6 through paragraph4.41.9 (the "Completion Time") by AcquisitionCoto the holder of one-half (0.50) of one (1.00) ExploreCoShare; and

ii) in accordance with the electionor deemed election of a Crescent Point Class A Shareholderin respect of a particular Crescent Point Class AShare, either:

A the payment at the CompletionTime by AcquisitionCo to the holder of an amountequal to the fair market value of one-half (0.50)of one (1.00) Trust Unit which amount, if not paidby AcquisitionCo at the Completion Time, shall bepayable on demand and bear interest at the rateof 14% per annum and which shall be assigned bythe holder to subscribe for Trust Units under paragraph4.41.6(b) or

B the issuance at the CompletionTime by AcquisitionCo to the holder of one-half(0.50) of one (1.00) Exchangeable Share; and

b) the holder of each Crescent PointClass A Share entitled to receive an amount at the CompletionTime pursuant to paragraph 4.41.6(a)(ii)(A) agrees tosubscribe for one-half (0.50) of one (1.00) Trust Unitand shall pay the subscription price by the absoluteand irrevocable assignment by the holder to the Trustof the entire amount that is paid or may become payableat the Completion Time to the holder by AcquisitionCopursuant to paragraph 4.41.6(a)(ii)(A in respect ofthat Share, and the Trust agrees to accept such assignmentin full and absolute payment of the subscription priceof that one-half (0.50) of one (1.00) Trust Unit andto issue same to such holder at the Completion Time;

4.41.7 the transactions set forth in thisparagraph 4.41.7 shall occur simultaneously:

a) AcquisitionCo agrees to purchaseat the Completion Time each Crescent Point Class B Share(other than any such share previously held by a dissentingShareholder and deemed to be cancelled pursuant to paragraph4.41.2) from the holder thereof for consideration consistingof:

i) the delivery at the CompletionTime by AcquisitionCo to the holder of three-quarters(0.75) of one (1.00) ExploreCo Share; and

ii) in accordance with the electionor deemed election of a Crescent Point Class B Shareholderin respect of a particular Crescent Point Class BShare, either:

A the payment at the CompletionTime by AcquisitionCo to the holder of an amountequal to the fair market value of three-quarters(0.75) of one (1.00) Trust Unit which amount, ifnot paid by AcquisitionCo at the Completion Time,shall be payable on demand and bear interest atthe rate of 14% per annum and which shall be assignedby the holder to subscribe for Trust Units underparagraph 4.41.7(b); or

B the issuance at the CompletionTime by AcquisitionCo to the holder of three-quarters(0.75) of one (1.00) Exchangeable Share; and

b) the holder of each Crescent PointClass B Share entitled to receive an amount at the CompletionTime pursuant to paragraph 4.41.7(a)(ii)(A) agrees tosubscribe for three-quarters (0.75) of one (1.00) TrustUnit and shall pay the subscription price by the absoluteand irrevocable assignment by the holder to the Trustof the entire amount that is paid or may become payableat the Completion Time to the holder by AcquisitionCopursuant to paragraph 4.41.7(a)(ii)(A) in respect ofthat Share, and the Trust agrees to accept such assignmentin full and absolute payment of the subscription priceof that three-quarters (0.75) of one (1.00) Trust Unitand to issue same to such holder at the Completion Time;

4.41.8 the transactions set forth in thisparagraph 4.41.8 shall occur simultaneously:

a) AcquisitionCo agrees to purchaseat the Completion Time each Tappit Share (other thanany such share previously held by a dissenting Shareholderand deemed to be cancelled pursuant to subsection 4.41.2)from the holder thereof for consideration consistingof:

i) the delivery at the CompletionTime by AcquisitionCo to the holder of one-tenth (0.10)of one (1.00) ExploreCo Share; and

ii) in accordance with the electionor deemed election of a Tappit Shareholder in respectof a particular Tappit Share, either:

A the payment at the CompletionTime by AcquisitionCo to the holder of an amountequal to the fair market value of nineteen-one hundredths(0.19) of one (1.00) Trust Unit which amount, ifnot paid by AcquisitionCo at the Completion Time,shall be payable on demand and bear interest atthe rate of 14% per annum and which shall be assignedby the holder to subscribe for Trust Units underparagraph 4.41.8(b); or

B the issuance at the CompletionTime by AcquisitionCo to the holder of nineteen-onehundredths (0.19) of one (1.00) Exchangeable Share;and

iii) 0.36 of cash; and

b) the holder of each Tappit Share entitledto receive an amount at the Completion Time pursuantto paragraph 4.41.8(a)(ii)(A) agrees to subscribe fornineteen-one hundredths (0.19) of one (1.00) Trust Unitand shall pay the subscription price by the absoluteand irrevocable assignment by the holder to the Trustof the entire amount that is paid or may become payableat the Completion Time to the holder by AcquisitionCopursuant to paragraph 4.41.8(a)(ii)(A) in respect ofthat Share, and the Trust agrees to accept such assignmentin full and absolute payment of the subscription priceof that nineteen-one hundredths (0.19) of one (1.00)Trust Unit and to issue same to such holder at the CompletionTime.

4.41.9 each Crescent Point Class A Shareholder,Crescent Point Class B Shareholder and Tappit Shareholdershall assign absolutely and irrevocably to the Trust theentire amount, if any, that will be payable at the CompletionTime to such holder by AcquisitionCo pursuant to paragraphs4.41.6(a)(ii)(A), 4.41.7(a)(ii)(A),) and 4.41.8(a)(ii)(A),as the case may be, and the Trust shall accept such assignmentin full and absolute payment of each such holder's obligationin respect of the subscription for Trust Units;

4.41.10 at the Completion Time, the followingshall occur:

4.41.11 Each Crescent Point Class A Shareholdershall receive:

i) from AcquisitionCo:

A the number of ExploreCo Sharesto which such holder is entitled pursuant to paragraph4.41.6(a)(i); and

B the number of Exchangeable Sharesto which such holder is entitled pursuant to paragraph4.41.6(a)(ii)(B);

ii) from the Trust, the number ofTrust Units to which such holder is entitled pursuantto paragraph 4.41.6(b);

b) each Crescent Point Class B Shareholdershall receive:

i) from AcquisitionCo:

A the number of ExploreCo Sharesto which such holder is entitled pursuant to paragraph4.41.7(a)(i); and

B the number of Exchangeable Sharesto which such holder is entitled pursuant to paragraph4.41.7(a)(ii)(B);

ii) from the Trust, the number ofTrust Units to which such holder is entitled pursuantto paragraph 4.41.7(b);

c) each Tappit Shareholder shall receive:

i) from AcquisitionCo:

A the number of ExploreCo Sharesto which such holder is entitled pursuant to paragraph4.41.8(a)(i);

B the number of Exchangeable Sharesto which such holder is entitled pursuant to paragraph4.41.8(a)(ii)(B); and

C the cash consideration to whichsuch holder is entitled pursuant to paragraph 4.41.8(a)(iii);and

ii) from the Trust, the number ofTrust Units to which such holder is entitled pursuantto paragraph 4.41.8(b) and

d) AcquisitionCo will deliver to theTrust the demand promissory note of AcquisitionCo bearinginterest at the rate of 14% per annum evidencing anyunpaid aggregate balance of the purchase price owingby AcquisitionCo at the Completion Time under paragraphs4.41.6(a)(ii)(A)), 4.41.7(a)(ii)(A) and 4.41.8(a)(ii)(A).

4.41.12 all unexercised Crescent PointOptions and all unexercised Tappit Options will be cancelled;

4.41.13 the aggregate stated capital ofthe Crescent Point Class A Shares, the Crescent PointClass B Shares and the Tappit Shares shall each be reducedwithout a return of capital or other distribution to theholders of shares of those classes by the amount that,in each case, shall result in the aggregate stated capitalof all of the outstanding shares of each such class beingreduced to $1.00; and

4.41.14 Crescent Point and AcquisitionCoshall be amalgamated and continue as one corporation inaccordance with the following:

a) the Crescent Point Class A Sharesand the Crescent Point Class B Shares acquired by AcquisitionCopursuant to paragraph 4.41.7 and representing all issuedand outstanding Crescent Point Shares shall be cancelledwithout any repayment of capital;

b) the articles of AmalgamationCo shallbe the same as the articles of AcquisitionCo, and thename of the amalgamated corporation shall be "CrescentPoint Resources Ltd.";

c) no securities shall be issued byAcquisitionCo in connection with the amalgamation andfor greater certainty, the common shares, the Note andExchangeable Shares of AcquisitionCo shall survive andcontinue to be common shares, Note and ExchangeableShares of AmalgamationCo without amendment;

d) the property of each of the amalgamatingcorporations shall continue to be the property of AmalgamationCo;

e) AmalgamationCo shall continue tobe liable for the obligations of each of the amalgamatingcorporations, including the Note;

f) any existing cause of action, claimor liability to prosecution of either of the amalgamatingcorporations shall be unaffected;

g) any civil, criminal or administrativeaction or proceeding pending by or against either ofthe amalgamating corporations may be continued to beprosecuted by or against AmalgamationCo;

4.42 AmalgamationCo will become a reportingissuer under the Legislation in British Columbia, Alberta,Saskatchewan, Manitoba, Ontario, Nova Scotia and Newfoundlandand Labrador, and will be subject to the Continuous DisclosureRequirements in such jurisdictions;

4.43 the Trust will become a reporting issuerunder the Legislation in British Columbia, Alberta, Saskatchewanand Ontario and will be subject to the Continuous DisclosureRequirements in such jurisdictions;

4.44 ExploreCo will become a reporting issuerunder the Legislation in British Columbia, Alberta, Saskatchewan,Ontario, Nova Scotia and Newfoundland and Labrador, andwill be subject to the Continuous Disclosure Requirementsin such jurisdictions;

4.45 the Exchangeable Shares will providea holder with a security having economic, ownership andvoting rights which are, as nearly as practicable, equivalentto those of the Trust Units;

4.46 Exchangeable Shares will not be issuedto: (i) a person who is not a resident of Canada for thepurposes of the Income Tax Act (Canada) (the "Tax Act");(ii) a partnership that is not a Canadian partnership forthe purposes of the Tax Act; or (iii) a person who is exemptfrom tax under Part I of the Tax Act; or (iv) a U.S. personas defined in Rule 902(k) under Regulation S under the UnitedStates Securities Act of 1933, as amended. Any such personwho elects to receive Exchangeable Shares will be deemedto have elected to receive Trust Units on completion ofthe Arrangement;

4.47 under the terms of the ExchangeableShares and certain rights to be granted in connection withthe Arrangement, holders of Exchangeable Shares will beable to exchange them at their option for Trust Units;

4.48 under the terms of the ExchangeableShares and certain rights to be granted in connection withthe Arrangement, the Trust, ExchangeCo or AmalgamationCowill redeem, retract or otherwise acquire Exchangeable Sharesin exchange for Trust Units in certain circumstances;

4.49 in order to ensure that the ExchangeableShares remain the voting and economical equivalent of theTrust Units prior to their exchange, the Arrangement providesfor:

4.49.1 a voting and exchange trust agreementto be entered into among the Trust, AcquistionCo, ExchangeCoand Olympia Trust Company (the "Voting and ExchangeAgreement Trustee") which will, among other things,(i) grant to the Voting and Exchange Agreement Trustee,for the benefit of holders of Exchangeable Shares, theright to require the Trust or ExchangeCo to exchange theExchangeable Shares for Trust Units, and (ii) triggerautomatically the exchange of the Exchangeable Sharesfor Trust Units upon the occurrence of certain specifiedevents;

4.49.2 the deposit by the Trust of a SpecialVoting Right with the Voting and Exchange Agreement Trusteewhich will effectively provide the holders of ExchangeableShares with voting rights equivalent to those attachedto the Trust Units; and

4.49.3 a support agreement to be enteredinto between the Trust and AmalgamationCo which will,among other things, restrict the Trust from distributingadditional Trust Units or rights to subscribe thereforeor other property or assets to all or substantially allof the holders of Trust Units, or changing the rights,privileges or other terms of the Trust Units, unless thesame or an economically equivalent change to the ExchangeableShares (or in the rights of the holders thereof) is madesimultaneously or approval of holders of ExchangeableShares is obtained;

4.50 the steps under the Arrangement, theterms of the Exchangeable Shares and the exercise of certainrights provided for in connection with the Arrangement andthe Exchangeable Shares involve a number of trades of potentialtrades in Crescent Point Class A Shares, Crescent PointClass B Shares, Tappit Shares, ExploreCo Shares, Trust Units,Exchangeable Shares, the Interim Note, the Note, the SpecialVoting Right, certain rights to acquire Trust Units andExchangeable Shares under the Arrangement and rights tootherwise make a trade of a security that was derived fromthe Arrangement (collectively, the "Trades");

4.51 there are no exemptions from the RegistrationRequirement or the Prospectus Requirement available underthe Legislation of the Registration and Prospectus Jurisdictionsfor certain of the Trades;

4.52 the Information Circular disclosesthat the Trust, Crescent Point, AcquisitionCo, AmalgamationCoand ExploreCo will rely on exemptions, including discretionaryexemptions, from the Registration Requirement and ProspectusRequirement with respect to the issuance of Trust Units,Exchangeable Shares and ExploreCo Shares pursuant to theArrangement and discloses that application will be madeto relieve AmalgamationCo from the Continuous DisclosureRequirements;

4.53 the Trust will concurrently send toholders of Exchangeable Shares resident in the Jurisdictionsall disclosure material it sends to holders of Trust Unitspursuant to the Legislation; and

4.54 the Information Circular provided toall Shareholders, and filed in all of the Jurisdictions,contains prospectus-level disclosure in respect of CrescentPoint, ExploreCo, the Trust and AmalgamationCo;

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

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

7. THE DECISION of the Decision Makers underthe Legislation is that:

7.1 the Registration Requirement and ProspectusRequirement contained in the Legislation of the Registrationand Prospectus Jurisdictions and shall not apply to theTrades provided that the first trade in securities acquiredunder this Decision shall be deemed to be a distributionor primary distribution to the public;

7.2 the Prospectus Requirement containedin the Legislation of the Registration and Prospectus Jurisdictionsshall not apply to the first trade in Trust Units, ExchangeableShares or ExploreCo Shares acquired by shareholders of CrescentPoint and Tappit under the Arrangement and the first tradeof the Trust Units acquired on the exercise of all rights,automatic or otherwise, under such Exchangeable Shares,provided that:

7.2.1 except in Québec, the conditionsin subsections (3) or (4) of section 2.6 of MI 45-102are satisfied and, for the purposes of determining theperiod of time that the Trust or ExploreCo has been areporting issuer under section 2.6 of MI 45-102, the periodof time that Crescent Point was a reporting issuer inat least one of the jurisdictions listed in Appendix Bof MI 45-102 immediately before the Arrangement may beincluded; and

7.2.2 in Québec:

a) the Trust or ExploreCo, as applicable,is deemed to be a reporting issuer in Québecand the Commission des valeurs mobilières duQuébec recognizes the period during which CrescentPoint has been a reporting issuer in Alberta immediatelybefore the Arrangement;

b) no unusual effort is made to preparethe market or create a demand for the securities thatare the subject of the trade;

c) no extraordinary commission or considerationis paid to a person or company in respect of the trade;and

d) if the selling security holder isan insider or officer of the Trust, the selling securityholder has no reasonable grounds to believe that theTrust is in default of securities legislation;

7.3 upon the effectiveness of the Arrangement,the requirement contained in the Legislation to have a currentAIF filed on SEDAR in order to be a qualifying issuer underMI 45-102 or pursuant to paragraph 1(e)(i) of decision no.2003-C-0016 of the Commission des valeurs du Québecshall not apply to ExploreCo provided that:

7.3.1 ExploreCo files a notice on SEDARadvising that the Information Circular has been filedas an alternate form of annual information form and identifyingthe SEDAR Project Number under which the Information Circularwas filed and Appendix K to the Information Circular asthe portion of the Information Circular containing disclosurespecific to ExploreCo;

7.3.2 ExploreCo files a copy of AppendixK of the Information Circular under ExploreCo's SEDARprofile;

7.3.3 ExploreCo files a Form 45-102F2on or before the tenth day after the distribution dayof any securities certifying that it is a qualifying issuerexcept for the requirement to have a current AIF;

7.3.4 such order to expire 140 days afterExploreCo's financial year ended December 31, 2003; and

7.4 the Continuous Disclosure Requirementsshall not apply to AmalgamationCo for so long as:

7.4.1 the Trust is a reporting issuerin Québec and at least one of the jurisdictionslisted in Appendix B of MI 45-102 and is an electronicfiler under National Instrument 13-101;

7.4.2 the Trust sends to all holders ofExchangeable Shares resident in the Jurisdictions alldisclosure material furnished to holders of Trust Unitsunder the Continuous Disclosure Requirements;

7.4.3 the Trust complies with the requirementsof the TSX, or such other market or exchange on whichthe Trust Units may be quoted or listed, in respect ofmaking public disclosure of material information on atimely basis;

7.4.4 AmalgamationCo is in compliancewith the requirements of the Legislation to issue a pressrelease and file a report with the Decision Makers uponthe occurrence of a material change in respect of theaffairs of AmalgamationCo that is not also a materialchange in the affairs of the Trust;

7.4.5 the Trust includes in all futuremailings of proxy solicitation materials to holders ofExchangeable Shares a clear and concise insert explainingthe reason for the mailed material being solely in relationto the Trust and not to AmalgamationCo, such insert toinclude a reference to the economic equivalency betweenthe Exchangeable Shares and Trust Units and the rightto direct voting at meetings of holders of Trust Units;

7.4.6 the Trust remains the direct orindirect beneficial owner of all of the issued and outstandingvoting securities of AmalgamationCo; and

7.4.7 AmalgamationCo does not issue anypreferred shares or debt obligations other than debt obligationsissued to its affiliates or to banks, loan corporations,trust corporations, treasury branches, credit unions,insurance companies or other financial institutions.

September 2, 2003.