North Sea Energy Inc. -- s. 1(11)(b)

Order

Headnote

Subsection 1(11)(b) -- Order that the issuer is a reporting issuer for the purposes of Ontario securities law -- Issuer already a reporting issuer in Alberta and British Columbia -- Issuer's securities listed for trading on the TSX Venture Exchange -- Continuous disclosure requirements in Alberta and British Columbia substantially the same as those in Ontario -- Issuer has a significant connection to Ontario.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(11)(b).

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, CHAPTER S.5, AS AMENDED,

(the "Act")

AND

IN THE MATTER OF

NORTH SEA ENERGY INC.

ORDER

(clause 1(11)(b))

UPON the application of North Sea Energy Inc. (the "Applicant") to the Ontario Securities Commission (the "Commission") for an order pursuant to clause 1(11)(b) of the Act that, for the purposes of Ontario securities law, the Applicant is a reporting issuer in Ontario;

AND UPON considering the application and the recommendation of the staff of the Commission;

AND UPON the Applicant representing to the Commission as follows:

1. The Applicant is a company governed by the Business Corporations Act (Ontario) (the "OBCA").

2. The Applicant was incorporated under theBusiness Corporations Act (Alberta) on July 22, 1999 and was continued under the OBCA on October 7, 2011.

3. The head office of the Applicant is located at 36 Toronto Street, Suite 1170, Toronto, ON M5C 2C5.

4. The authorized capital of the Applicant consists of an unlimited number of common shares and preferred shares, of which 58,531,857 common shares and no preferred shares are issued and outstanding. An aggregate of 625,000 common shares of the Applicant are also reserved for issuance on the exercise of warrants granted by the Applicant. A further aggregate of 11,706,371 common shares of the Applicant are also reserved for issuance on the exercise of stock options granted by the Applicant.

5. The Applicant is a reporting issuer under the Securities Act (Alberta) (the "Alberta Act") and the Securities Act (British Columbia) (the "BC Act"). The Applicant's common shares are listed on the TSX Venture Exchange (the "TSX-V") and currently trade under the trading symbol "NUK".

6. The Applicant is not currently a reporting issuer or equivalent in any jurisdiction in Canada other than Alberta and British Columbia.

7. The Applicant is not on the list of defaulting reporting issuers maintained pursuant to the Alberta Act and the BC Act and, to the best of its knowledge, is not in default of any requirement of either the Alberta Act or the BC Act or the rules and regulations made thereunder.

8. The Applicant is not in default of any of the rules, regulations or policies of the TSX-V.

9. The continuous disclosure materials filed by the Applicant under the Alberta Act and the BC Act are available on the System for Electronic Document Analysis and Retrieval.

10. The continuous disclosure requirements of the Alberta Act and the BC Act are substantially the same as the requirements under the Act.

11. Pursuant to the policies of the TSX-V, a listed-issuer, which is not otherwise a reporting issuer in Ontario, must assess whether it has a "significant connection to Ontario" (as defined in the policies of the TSX-V) and, upon becoming aware that it has a significant connection to Ontario, promptly make a bona fide application to the Commission to be deemed a reporting issuer in Ontario.

12. The Applicant has determined that it has a "significant connection to Ontario" as its mind and management are principally located in Toronto, Ontario and registered and beneficial shareholders of the Applicant resident in Ontario beneficially own in excess of 20% of the issued and outstanding shares of the Applicant.

13. Neither the Applicant nor any of its officers, directors, nor, to the knowledge of the Applicant or its directors or officers, any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant, has:

(a) been the subject of any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority;

(b) entered into a settlement agreement with a Canadian securities regulatory authority; or

(c) been the subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision.

14. Neither the Applicant nor any of its officers, directors, nor, to the knowledge of the Applicant or its officers and directors, any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant, is or has been subject to:

(a) any known or ongoing or concluded investigations by:

(i) a Canadian securities regulatory authority; or

(ii) a court or regulatory body, other than the Canadian securities regulatory authority, that would be likely to be considered important to a reasonable investor making an investment decision; or

(b) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.

15. Other than set forth below in paragraph 16 of this Order, neither any of the officers or directors of the Applicant, nor, to the knowledge of the Applicant, or its officers and directors, any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant, is or has been at the time of such event an officer or director of any other issuer which is or has been subject to:

(a) any cease trade order or similar order, or order that denied access to any exemptions under Ontario securities law, for a period of more than 30 consecutive days, within the preceding 10 years; or

(b) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.

16. The statement in paragraph 15, is qualified by the following disclosure:

(a) Mr. David Antony was a director and officer of Earlyrain Inc. Earlyrain Inc. was subject to a cease trade order from the Alberta Securities Commission and British Columbia Securities Commission for failure to file financial statements. The cease trade order was issued on June 11, 2002 by the British Columbia Securities Commission and on June 21, 2002 by the Alberta Securities Commission. Earlyrain Inc. was dissolved in 2005.

(b) In May 2001, the British Columbia Securities Commission issued a cease trade order against Dimensions West Energy Inc. for failure to file comparative financial statements for the financial year ended December 31, 2000, which order was not revoked within 30 days of its issuance. Subsequently, in June 2002, the TSX-V delisted the securities of Dimensions West Energy Inc. for failure to pay sustaining fees. Mr. Ian Lambert was a director of Dimensions West Energy Inc. at that time. In October 2002, the TSX-V suspended the securities of Covik Development Corp. for failing to meet Tier 2 maintenance requirements, which was subsequently reinstated for trading. Mr. Ian Lambert was a director and secretary of Covik Development Corp. at that time. Finally, on January 23, 2008, the British Columbia Securities Commission issued a cease trade order against Aquarian Gold Corp. (a USA based non-reporting issuer), for failure to file a technical report, which order was not revoked within 30 days of its issuance. Mr. Ian Lambert was a director at that time and resigned from the board of directors of Aquarian Gold Corp in August 2009.

AND UPON the Commission being satisfied that granting this Order would not be prejudicial to the public interest;

IT IS ORDERED pursuant to clause 1(11)(b) of the Act that the Applicant is a reporting issuer for the purposes of Ontario securities law.

DATED at Toronto, this 23rd day of February, 2012.

"Jo-Anne Matear"
Manager, Corporate Finance
Ontario Securities Commission