Ranchero Energy Inc. - MRRS Decision

1. WHEREAS the local securities authority or regulator (the "Decision Maker") in Alberta, Saskatchewan andOntario (the "Jurisdictions") has received an application from Ranchero Energy Inc. ("Ranchero") for a decisionunder the securities legislation of the Jurisdictions (the "Legislation") that Ranchero be deemed to have ceasedto be a reporting issuer under the Legislation.

2. AND WHEREAS under 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 Ranchero has represented to the Decision Makers that:

3.1 Ranchero was incorporated under the Business Corporations Act (Alberta) on September 6, 1994;

3.2 Ranchero is a reporting issuer in the Jurisdictions, British Columbia and Manitoba and became areporting issuer in Alberta by receiving a receipt for a final prospectus on August 23, 1995;

3.3 Ranchero is not in default of any of the requirements of the Legislation;

3.4 Ranchero's head office is located in Calgary, Alberta;

3.5 the authorized capital of Ranchero consists of an unlimited number of Class A shares common shares(the "Common Shares") and an unlimited number of Class B shares (the "Class B Shares");

3.6 21,484,127 Common Shares are outstanding and no Class B Shares are outstanding;

3.7 on February 28, 2001, Cypress Energy Inc. ("Cypress") made an offer to purchase all of the CommonShares, which was followed by a compulsory acquisition (the "Compulsory Acquisition") under the provisionsof the Business Corporations Act (Alberta);

3.8 the Compulsory Acquisition was completed on March 26, 2001;

3.9 Cypress is now the sole holder of the Common Shares;

3.10 the Common Shares were delisted from The Toronto Stock Exchange on March 27, 2001, and nosecurities of Ranchero are listed or quoted on any exchange or market;

3.11 other than the Common Shares, Ranchero has no securities, including debt securities, outstanding;

3.12 Ranchero 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 Ranchero is deemed to have ceased tobe a reporting issuer under the Legislation.

May 15, 2001.

"original signed by"

"Patricia M. Johnston"

Director, Legal Services & Policy Development