Securities Law & Instruments

Headnote

Mutual Reliance Review Systemfor Exemptive Relief Applications - Relief from the site visitrequirement for a report to be used in connection with a prospectusoffering and to be filed on first becoming a reporting issuer,provided that a site visit is done as soon as is practicable.

Applicable Ontario Provisions

National Instrument 43-101 Standardsof Disclosure for Mineral Projects, ss. 4.1(1), 4.2(1)1, 6.2and 9.1.

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

BRITISH COLUMBIA, ALBERTA,SASKATCHEWAN, MANITOBA,

QUÉBEC, ONTARIO ANDNOVA SCOTIA

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

UEX CORPORATION

MRRS DECISION DOCUMENT

WHEREAS the local securitiesregulatory authority or regulator (the "Decision Maker")in each of British Columbia, Alberta, Saskatchewan, Manitoba,Québec, Ontario and Nova Scotia (the "Jurisdictions")has received an application from UEX Corporation (the "Filer")for a decision under National Instrument 43-101 Standards ofDisclosure for Mineral Projects (the "Instrument")that the requirement that at least one qualified person preparingor supervising the preparation of a technical report inspectthe properties that are the subject of the technical report(the "Personal Inspection Requirement") will not applyto the Filer in respect of a technical report prepared in connectionwith the Filer's final prospectus and to be filed upon the Filerfirst becoming a reporting issuer in certain of the Jurisdictions;

AND WHEREAS under theMutual Reliance Review System for Exemptive Relief Applications(the "System"), the British Columbia Securities Commissionis the principal regulator for this application;

AND WHEREAS the Filerhas represented to the Decision Makers that

1. the Filer was incorporatedunder the laws of Canada on October 2, 2001 and has its headoffice in Vancouver, British Columbia;

2. the Filer currently hasno operating properties or operating revenues;

3. the Filer was formed forthe purpose of implementing a plan of arrangement (the "Plan")with Pioneer Metals Corporation ("Pioneer");

4. upon implementation ofthe Plan, Pioneer will transfer to the Filer its uranium explorationproperties which include the Riou Lake, Black Lake and SerendipityLakes properties in the Athabasca Basin area of Northern Saskatchewan(collectively, the "Riou Lake Project"); once thePlan is completed, shareholders of Pioneer will also becomeshareholders of the Filer; immediately following implementationof the Plan, Cameco Corporation will transfer to the Filerits Hidden Bay uranium exploration property also located inthe Athabasca Basin area of Northern Saskatchewan (the "HiddenBay Property") in exchange for common shares of the Filer;

5. a detailed descriptionof the Plan is set out in the Management Information Circularof Pioneer dated November 27, 2001 available on SEDAR; followingimplementation of the Plan, the Filer will be engaged in thefurther exploration of the Riou Lake Project and the HiddenBay Property and the acquisition and exploration of additionalproperties;

6. the Filer's authorizedshare capital consists of an unlimited number of common sharesand an unlimited number of preferred shares, of which onecommon share is issued and outstanding as of May 13, 2002;

7. the Filer is not currentlya reporting issuer in any jurisdiction of Canada; upon implementationof the Plan, the Filer will become a reporting issuer in BritishColumbia, Alberta, Ontario and Nova Scotia (the "ReportingIssuer Jurisdictions");

8. on March 20, 2002, theFiler filed a preliminary prospectus and technical reportsin the Jurisdictions for a proposed public offering of itscommon shares (the "Offering");

9. technical reports werecompleted for the Riou Lake Project and for the Hidden BayProperty; the technical reports were prepared by David A.Rhys who is a "qualified person" as defined in theInstrument;

10. Mr. Rhys personally inspectedthe Hidden Bay Property; Mr. Rhys did not complete a personalinspection of the properties comprising the Riou Lake Projectas required by the Instrument;

11. Mr. Rhys has extensivegeological experience in the Athabasca Basin through his workas a consultant to Cameco Corporation from 1998 to 2001; duringthat time he became very familiar with the region, throughhis work on uranium deposits and prospects in different partsof the area;

12. the final prospectus willcontain disclosure of a scientific or technical nature thatis based upon the technical report for the Riou Lake Project(the "Riou Lake Report");

13. the Instrument requiresthat, upon first becoming a reporting issuer in a Canadianjurisdiction, an issuer must file with the regulator in thatCanadian jurisdiction a current technical report for eachproperty material to the issuer;

14. access to the Riou LakeProject at this time of year is very limited due to winterconditions and spring break-up;

15. the Riou Lake Projecthas had limited exploration work on it and no deposit hasbeen discovered and no resource has been defined to date;and

16. there is sufficient dataavailable on the Riou Lake Project, prepared by unrelatedthird party sources, for the preparation of a technical reportby a qualified person without a property inspection;

AND WHEREAS under theSystem, this MRRS Decision Document evidences the decision ofeach Decision Maker (collectively, the "Decision");

AND WHEREAS each of theDecision Makers is satisfied that the test contained in theInstrument that provides the Decision Maker with the jurisdictionto make the Decision has been met;

THE DECISION of the DecisionMakers is that the Filer is exempt from the Personal InspectionRequirement in respect of the Riou Lake Report for use to supportthe disclosure in the final prospectus and for filing with theReporting Issuer Jurisdictions upon the Filer first becominga reporting issuer, provided that:

1. a personal inspectionof the Riou Lake Project is done by the qualified person,namely, Mr. Rhys, who prepared the Riou Lake Report as soonas is practicable and the certificate to the Riou Lake Reportis updated and re-filed with the Decision Makers; and

2. the final prospectusand the Riou Lake Report include a statement that a personalinspection has not been conducted by the qualified person,as defined in the Instrument, the reasons why a personalinspection was not conducted, and that relief will be requestedfrom, or has been granted by, the Decision Makers from thePersonal Inspection Requirement.

June 25, 2002.

"Derek E. Patterson"