Securities Law & Instruments

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- clause 1(10)(b) of Securities Act (Ontario) -- Issuer is not a reporting issuer in the jurisdictions.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(b).

June 6, 2007

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ALBERTA, AND ONTARIO

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

TWENTY-SEVEN CAPITAL CORP.

 

MRRS DECISION DOCUMENT

Background

The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application from the Applicant for a decision under the securities legislation of the Jurisdictions (the Legislation) that the Applicant is not a reporting issuer in the Jurisdictions (the Requested Relief).

Under the Mutual Reliance Review System for Exemptive Relief Applications

(a) the Ontario Securities Commission is the principal regulator for this application, and

(b) this MRRS decision document evidences the decision of each Decision Maker.

Interpretation

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

Representations

This decision is based on the following facts represented by the Applicant:

1. The Applicant is a corporation existing under the laws of Canada.

2. The Applicant's registered and head office is located at 130 King Street West, Suite 2500, Toronto, ON M5X 1A9.

3. The authorized capital of the Applicant consists of an unlimited number of common shares (the Twenty-Seven Shares), of which, as at the date hereof, 200 Twenty-Seven Shares are issued and outstanding and all of which are beneficially owned by Mega Uranium Ltd. (Mega). There are no other securities, including debt securities, of the Applicant outstanding.

4. The Applicant is a reporting issuer under the Legislation. On March 9, 2007, the Applicant ceased to be a reporting issuer in British Columbia.

5. Effective February 12, 2007, Twenty-Seven Capital Corp., one of the predecessor entities to the Applicant (Pre-Amalgamation Twenty-Seven), and 6691153 Canada Ltd., a wholly-owned subsidiary of Mega, amalgamated (the Amalgamation) to form the Applicant, which became (and remains) a wholly-owned subsidiary of Mega, and the holders of all of the outstanding common shares of Pre-Amalgamation Twenty-Seven (Pre-Amalgamation Shares) received securities of Mega in exchange therefor.

6. The Amalgamation was approved by holders of the Pre-Amalgamation Shares at a special meeting of shareholders held on February 7, 2007.

7. Prior to the Amalgamation, Pre-Amalgamation Twenty-Seven was a reporting issuer under the Legislation of the Jurisdictions and the securities legislation of British Columbia for a period of in excess of twelve months. Accordingly, as the continuing entity of Pre-Amalgamation Twenty-Seven following the Amalgamation, the Applicant became a reporting issuer in all such jurisdictions.

8. Prior to the Amalgamation, the Pre-Amalgamation Shares were listed and posted for trading on the TSX Venture Exchange. In connection with the Amalgamation, the Pre-Amalgamation Shares were de-listed from the TSX Venture Exchange on February 21, 2007.

9. As at the date hereof, no securities of the Applicant are listed or traded on a marketplace (as defined in National Instrument 21-101 Marketplace Operation) and the Applicant has no current intention to seek public financing by way of an offering of securities.

10. The Applicant is not in default of any of its obligations as a reporting issuer under the Legislation, other than its obligation to file, on or before April 1, 2007, interim financial statements for the six-month period ended January 31, 2007, and related management's discussion and analysis, and certification for such financial statements as required under Multilateral Instrument 52-109 Certification of Disclosure in Issuer's Annual and Interim Filings.

11. Upon the grant of the Requested Relief, the Applicant will not be a reporting issuer in any jurisdiction in Canada.

Decision

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

The decision of the Decision Makers under the Legislation is that the Requested Relief is granted.

"Carol S. Perry"

"Lawrence Ritchie"