Securities Law & Instruments

Headnote

Order deemed issuer to be a reporting issuer. Issuer is a reporting issuer in British Columbia and Alberta, and its securities are listed on the TSX Venture Exchange. Issuer also granted limited exemption from requirement in NI 43-101 to have technical report prepared by independent qualified person. Issuer also exempted from paying fees in connection with request for exemption from NI 43-101 requirements.

Statute Cited

Securities Act, R.S.O. 1990, c. S.5, as am., subsection 83.1(1).

Ontario Policy

Ontario Securities Commission Policy 12-602 Deeming a Reporting Issuer in Certain Other Canadian Jurisdictions to be a Reporting Issuer in Ontario.

Ontario Rule

OSC Rule 13-502 Fees

National Instrument

National Instrument 43-101 - Standards of Disclosure for Mineral Projects

IN THE MATTER OF

THE SECURITIES ACT

R.S.O. 1990, CHAPTER S. 5, AS AMENDED (the Act)

AND

IN THE MATTER OF

NATIONAL INSTRUMENT 43-101

STANDARDS OF DISCLOSURE FOR MINERAL PROJECTS

AND

IN THE MATTER OF

OSC RULE 13-502 FEES

AND

IN THE MATTER OF

NEMI NORTHERN ENERGY & MINING INC.

 

ORDER and DECISION

(Subsection 83.1(1) of the Act, Subsection 9.1(1) of NI 43-101 &

Subsection 6.1 of OSC Rule 13-502)

UPON the application of NEMI Northern Energy & Mining Inc. (the Issuer) to the Ontario Securities Commission (the Commission) for an order pursuant to subsection 83.1(1) of the Act deeming the Issuer to be a reporting issuer for the purposes of Ontario securities law;

AND UPON the application of the Issuer for a decision under subsection 9.1(1) of National Instrument 43-101 Standards of Disclosure for Mineral Projects (NI 43-101) that the Issuer be exempt from the requirement that the technical report to be filed for each material property upon an issuer first becoming a reporting issuer in a Canadian jurisdiction be prepared by a qualified person that is independent of the Issuer;

AND UPON the application of the Issuer to the Director of the Commission for a decision under section 6.1 of Ontario Securities Commission Rule 13-502 Fees (Rule 13-502) granting the Issuer an exemption from paying an activity fee for the application for relief from NI 43-101;

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

AND UPON the Issuer having represented to the Commission and the Director as follows:

1. The Issuer was incorporated on October 21, 1987 as "Goldbank Ventures Ltd." pursuant to the provisions of the Business Corporations Act (Alberta). On September 15, 2000, the Issuer changed its name to "Consolidated Goldbank Ventures Ltd." pursuant to a share consolidation and on August 13, 2003, changed its name to "NEMI Northern Energy & Mining Inc.". On April 10, 1990, the Issuer was registered as an extra-provincial company in British Columbia.

2. The Issuer's registered office is located at 530 - 8th Avenue S.W., Calgary, Alberta, T2P 3S8, and its head office is located at 200 - 1055 West Hastings Street, Vancouver, British Columbia, V6E 2E9.

3. The Issuer is a resource company involved in the exploration and development of coal properties in northeast British Columbia.

4. The authorized share capital of the Issuer consists of an unlimited number of Class "A" common shares without par value (the Class "A" Shares), an unlimited number of Class "B" common shares without par value, an unlimited number of Class "C" common shares without par value, and an unlimited number of Class "D" non-voting preferred shares. As of March 31, 2005, there were 45,863,114 Class "A" Shares issued and outstanding.

5. The Issuer is and has been, as a reporting issuer, subject to the requirements of the Securities Act (Alberta) (the Alberta Act) since February 22, 1988, and to the requirements of the Securities Act (British Columbia) (the BC Act) since November 29, 1999.

6. The Class "A" Shares were listed on the Alberta Stock Exchange (a predecessor to the TSX Venture Exchange) on May 2, 1988, and continue to be listed and posted for trading on the TSX Venture Exchange under the symbol "NNE.A".

7. The Issuer is in good standing under the rules, regulations and policies of the TSX Venture Exchange.

8. The Issuer has applied to the Commission pursuant to subsection 83.1(1) of the Act for an order that it be deemed to be a reporting issuer in Ontario.

9. Subsection 4.1(1) of NI 43-101 provides that, upon first becoming a reporting issuer in a Canadian jurisdiction, an issuer shall file with the securities regulatory authority in that Canadian jurisdiction, a current technical report for each property material to the issuer. Subsection 5.2(1)4 further requires that this report be prepared by a qualified person that is independent of the issuer.

10. The Issuer has a significant connection to Ontario because registered and beneficial shareholders resident in Ontario hold more than 20% of the issued and outstanding Class "A" Shares.

11. The Issuer has two material properties: the Trend Property and the Saxon Coal Project, both of which are located in northeastern British Columbia.

12. On June 17, 2004, the Issuer filed on the System for Electronic Document Analysis and Retrieval (SEDAR), a technical report entitled "Summary Report on the Extension Block Trend Coal Property", dated June 7, 2004 and prepared by JHP Coal-Ex Consulting Ltd.

13. On March 17, 2004, the Issuer filed on SEDAR, a technical report entitled "Summary Report on the Saxon Coal Project", dated February 19, 2004 and prepared by JHP Coal-Ex Consulting Ltd.

14. The Issuer would not otherwise be required to file an independent technical report pursuant to NI 43-101 at this time, except for it applying to become a reporting issuer in Ontario.

15. The Issuer is not in default of any requirements contained in the Alberta Act or the BC Act, or any of the rules and regulations thereunder, and is not on the lists of defaulting reporting issuers maintained pursuant to the Alberta Act and the BC Act.

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

17. The materials filed by the Issuer as a reporting issuer in the Provinces of Alberta and British Columbia since November 3, 1997 (the implementation date of SEDAR) are available on SEDAR. The Issuer's continuous disclosure record is up to date and includes a description of the Issuer's material coal properties.

18. Neither the Issuer, any of its directors or officers, nor, to the knowledge of the Issuer and its directors and officers, any controlling shareholder of the Issuer, has been subject to:

(i) any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority or has entered into a settlement agreement with a Canadian securities regulatory authority, or

(ii) 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.

19. Neither the Issuer, any of its directors or officers, nor, to the knowledge of the Issuer and its directors and officers, any controlling shareholder of the Issuer, has been subject to:

(i) any known ongoing or concluded investigations by:

(a) a Canadian securities regulatory authority; or

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

(ii) 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.

20. None of the directors or officers of the Issuer, nor, to the knowledge of the Issuer and its directors and officers, any controlling shareholder of the Issuer, 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:

(i) any cease trade or similar orders, or orders 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

(ii) 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.

21. The Issuer shall remit all participation fees due and payable by it pursuant to Rule 13-502 by no later than two (2) business days from the date hereof.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

IT IS HEREBY ORDERED, pursuant to section 83.1(1) of the Act, that the Issuer be deemed to be a reporting issuer for the purposes of Ontario securities law.

April 8, 2005.

"Iva Vranic"
Manager, Corporate Finance

AND IT IS DECIDED pursuant to subsection 9.1(1) of NI 43-101 that the Issuer is exempt from the requirement in section 5.3(1) of NI 43-101 that a technical report filed pursuant to section 4.1(1) of NI 43-101 upon the Issuer first becoming a reporting issuer in Ontario be prepared by a qualified person that is independent from the Company.

AND IT IS FURTHER DECIDED pursuant to section 6.1 of Rule 13-502 that the Issuer is exempt from paying the activity fee in connection with the making of the application under subsection 9.1(1) of NI 43-101.

April 8, 2005.

"Iva Vranic"
Manager, Corporate Finance