Stone Mountain Resources Ltd. - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- issuer deemed to have ceased to be a reporting issuer when in default of certain continuous disclosure requirements under securities legislation.

Ontario Statutes

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

May 12, 2006

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ALBERTA, SASKATCHEWAN, ONTARIO,

QUEBEC, NOVA SCOTIA, AND NEWFOUNDLAND

AND LABRADOR (THE JURISDICTIONS)

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

STONE MOUNTAIN RESOURCES LTD.

(THE FILER)

MRRS DECISION DOCUMENT

Background

1. The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) to be deemed to have ceased to be a reporting issuer in the Jurisdictions (the Requested Relief).

2. Under the Mutual Reliance Review System for Exemptive Relief Applications:

2.1 the Alberta Securities Commission was selected as the principal regulator for this application; and

2.2 this MRRS decision document evidences the decision of each Decision Maker.

Interpretation

3. Defined terms contained in National Instrument 14-101 Definitions have the same meaning in this decision unless they are otherwise defined in this decision.

Representations

4. This decision is based on the following facts represented by the Filer:

4.1 the head office of the Filer is located in Calgary, Alberta;

4.2 the Filer is the corporation resulting from an amalgamation (the Amalgamation) of Tenergy Ltd. (Tenergy), FRQ Acquisition Corp. and Quintana Canada Corp on April 2, 2006 and, upon completion of the Amalgamation, the Filer succeeded to the reporting issuer obligations of Tenergy;

4.3 the outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by less than 15 security holders in each of the jurisdictions in Canada and less than 51 security holders in total in Canada;

4.4 no securities of the Filer are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation;

4.5 the Filer is applying for relief to cease to be a reporting issuer in all of the jurisdictions in Canada in which it is currently a reporting issuer; and

4.6 other than certain disclosure materials which were to be filed by Tenergy on or before March 31, 2006, the Filer is not in default of any of its obligations under the Legislation as a reporting issuer.

Decision

5. Each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the decision has been met;

6. The decision of the Decision Makers under the Legislation is that the Applicant be deemed to have ceased to be a reporting issuer.