Rio Alto Exploration Ltd. - MRRS Decision

August 16, 2002

MRRS Decision

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - Decision declaring corporation to be nolonger a reporting issuer following the acquisition of all ofits outstanding securities by another issuer.

Applicable Ontario Statutory Provisions

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

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

THE PROVINCES OF ALBERTA,SASKATCHEWAN, ONTARIO, QUÉBEC,

NOVA SCOTIA AND NEWFOUNDLANDAND LABRADOR

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

RIO ALTO EXPLORATION LTD.

MRRS DECISION DOCUMENT

1. WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") inAlberta, Saskatchewan, Ontario, Québec, Nova Scotiaand Newfoundland and Labrador (the "Jurisdictions")has received an application from Rio Alto Exploration Ltd.("Rio Alto") for a decision under the securitieslegislation of the Jurisdictions (the "Legislation")that Rio Alto be deemed to have ceased to be a reporting issuerunder the Legislation;

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

3. AND WHEREAS Rio Alto has representedto the Decision Makers that:

3.1 Rio Alto is a corporation organizedunder the laws of Alberta and its head office is locatedin Calgary, Alberta;

3.2 Rio Alto is a reporting issuer underthe Legislation and became a reporting issuer in Albertaon July 11, 1975 by receiving a receipt for a final prospectus;

3.3 Rio Alto is not in default of any ofthe requirements of the Legislation;

3.4 the authorized capital of Rio Alto consistsof an unlimited number of common shares (the "CommonShares"), an unlimited number of first preferred sharesissuable in series and an unlimited number of second preferredshares issuable in series of which there are 75,957,627Common Shares outstanding;

3.5 as a result of a plan of arrangementinvolving Canadian Natural Resources Limited ("CNQ")and Rio Alto, on July 1, 2002, CNQ acquired all of the outstandingCommon Shares of Rio Alto and became the sole holder ofthe outstanding Common Shares;

3.6 at the close of business on July 5,2002, the Common Shares were delisted from TSX Inc. andno securities of Rio Alto are listed or quoted on any exchangeor market;

3.7 in addition to the outstanding CommonShares, Rio Alto has US$125,000,000 senior unsecured U.S.dollar notes (the "Notes") which were issued ina private placement to 16 institutional buyers (the "NoteHolders");

3.8 the head and registered office of eachNote Holder is located outside of Canada and the Notes areheld outside of Canada;

3.9 Rio Alto has no securities, includingdebt securities, outstanding, other than the outstandingCommon Shares and the Notes; and

3.10 Rio Alto does not intend to seek publicfinancing by way of an offering of its securities;

4. AND WHEREAS under the System, thisMRRS Decision Document evidences the decision of each DecisionMaker (collectively, the "Decision");

5. AND WHEREAS each of the DecisionMakers is satisfied that the test contained in the Legislationthat provides the Decision Maker with the jurisdiction tomake the Decision has been met;

6. THE DECISION of the Decision Makersunder the Legislation is that Rio Alto is deemed to have ceasedto be a reporting issuer.

August 16, 2002.

"Patricia M. Johnston"

Headnote

Applicable Ontario Statutory Provisions

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

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

THE PROVINCES OF ALBERTA,SASKATCHEWAN, ONTARIO, QUÉBEC,

NOVA SCOTIA AND NEWFOUNDLANDAND LABRADOR

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

RIO ALTO EXPLORATION LTD.

MRRS DECISION DOCUMENT

1. WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") inAlberta, Saskatchewan, Ontario, Québec, Nova Scotiaand Newfoundland and Labrador (the "Jurisdictions")has received an application from Rio Alto Exploration Ltd.("Rio Alto") for a decision under the securitieslegislation of the Jurisdictions (the "Legislation")that Rio Alto be deemed to have ceased to be a reporting issuerunder the Legislation;

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

3. AND WHEREAS Rio Alto has representedto the Decision Makers that:

3.1 Rio Alto is a corporation organizedunder the laws of Alberta and its head office is locatedin Calgary, Alberta;

3.2 Rio Alto is a reporting issuer underthe Legislation and became a reporting issuer in Albertaon July 11, 1975 by receiving a receipt for a final prospectus;

3.3 Rio Alto is not in default of any ofthe requirements of the Legislation;

3.4 the authorized capital of Rio Alto consistsof an unlimited number of common shares (the "CommonShares"), an unlimited number of first preferred sharesissuable in series and an unlimited number of second preferredshares issuable in series of which there are 75,957,627Common Shares outstanding;

3.5 as a result of a plan of arrangementinvolving Canadian Natural Resources Limited ("CNQ")and Rio Alto, on July 1, 2002, CNQ acquired all of the outstandingCommon Shares of Rio Alto and became the sole holder ofthe outstanding Common Shares;

3.6 at the close of business on July 5,2002, the Common Shares were delisted from TSX Inc. andno securities of Rio Alto are listed or quoted on any exchangeor market;

3.7 in addition to the outstanding CommonShares, Rio Alto has US$125,000,000 senior unsecured U.S.dollar notes (the "Notes") which were issued ina private placement to 16 institutional buyers (the "NoteHolders");

3.8 the head and registered office of eachNote Holder is located outside of Canada and the Notes areheld outside of Canada;

3.9 Rio Alto has no securities, includingdebt securities, outstanding, other than the outstandingCommon Shares and the Notes; and

3.10 Rio Alto does not intend to seek publicfinancing by way of an offering of its securities;

4. AND WHEREAS under the System, thisMRRS Decision Document evidences the decision of each DecisionMaker (collectively, the "Decision");

5. AND WHEREAS each of the DecisionMakers is satisfied that the test contained in the Legislationthat provides the Decision Maker with the jurisdiction tomake the Decision has been met;

6. THE DECISION of the Decision Makersunder the Legislation is that Rio Alto is deemed to have ceasedto be a reporting issuer.

August 16, 2002.

"Patricia M. Johnston"