Securities Law & Instruments


Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the Business Corporations Act (Alberta).

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181.

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

Regulations Cited

Regulation made under the Business Corporations Act, Ont. Reg. 289/00, as am., s. 4(b).




R.S.O. 1990, C.B. 16, AS AMENDED (the OBCA)

AND R.R.O. 1990, REGULATION 289/00,

AS AMENDED (the Regulation)






(Subsection 4(b) of the Regulation)

UPON the application of RMM Ventures Inc. (the Applicant) to the Ontario Securities Commission (the Commission) requesting the consent of the Commission to continue into another jurisdiction pursuant to subsection 4(b) of the Regulation;

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

AND UPON the Applicant having represented to the Commission that:

1. The Applicant is a corporation existing under the provisions of the OBCA. The registered and head office of the Applicant is located at 38 Edmund Seager Drive, Thornhill, Ontario L4J 4R9.

2. The Applicant is authorized to issue an unlimited number of common shares, of which, as at November 30, 2006, 3,046,590 common shares were issued and outstanding.

3. The Applicant proposes to make an application (the Application for Continuance) to the Director under the OBCA pursuant to section 181 of the OBCA for authorization to continue under the laws of the Province of Alberta (the Alberta Laws).

4. The Applicant is an offering corporation under the provisions of the OBCA and a reporting issuer within the meaning of the Securities Act (Ontario) (the Act).

5. Pursuant to subsection 4(b) of the Regulation, where the corporation is an offering corporation, the Application for Continuance must be accompanied by the consent of the Commission.

6. The Applicant's issued and outstanding common shares are not listed for trading on any stock exchange.

7. The Applicant is not in default of any requirements of the Act or the regulations or rules promulgated thereunder.

8. The Applicant is not a party to any proceeding or to the best of its knowledge, information or belief, any pending proceeding under the Act.

9. The Applicant currently intends to continue to be a reporting issuer under the Act.

10. A special meeting of shareholders was held on December 22, 2006 whereby the Applicant sought shareholder approval for the Application for Continuance. A summary of the dissent rights in connection with the Application for Continuance pursuant to section 185 of the OBCA was provided to shareholders on the Company's Management Information Circular.

11. At the meeting, a special resolution of the shareholders authorizing the continuance was approved by 99.9% of the votes cast.

12. The material rights, duties and obligations of a corporation governed by the Alberta Laws are substantially similar to those of a corporation governed by the OBCA.

13. The continuance is proposed to be made in order for the Applicant to amalgamate with PowerComm Inc.

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

THE COMMISSION HEREBY CONSENTS to the continuance of the Applicant as a corporation under the Alberta Laws.

DATED December 21, 2006.

"Paul Moore"
Ontario Securities Commission
"Robert Shirriff"
Ontario Securities Commission