Securities Law & Instruments

Headnote

Mutual Reliance Review System for Exemptive Relief Applications - Issuer has only one security holder - Issuer is not a reporting issuer under applicable securities laws.

Applicable Legislative Provisions

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

October 17, 2007

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ALBERTA AND ONTARIO

(the "JURISDICTIONS")

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

NU ENERGY URANIUM CORPORATION

(the "FILER")

 

MRRS DECISION DOCUMENT

Background

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

Under the Mutual Reliance Review System for Exemptive Relief Applications (the "System"), the Ontario Securities Commission is the principal regulator for this application.

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 Filer:

1. The Filer is a corporation existing under the laws of British Columbia.

2. The Filer's registered and head office is located at 2 Bloor Street West, Suite 1803, Toronto, Ontario M4W 3E2.

3. The authorized capital of the Filer consists of an unlimited number of common shares (the "Nu Shares"), of which an aggregate of 200 Nu Shares are issued and outstanding and all of which are beneficially owned by Mega Uranium Ltd.("Mega") and there are no other securities, including debt securities, of the Filer outstanding.

4. The Filer is a reporting issuer under the Legislation and under the securities legislation of British Columbia. On August 21, 2007, the Filer filed a notice in British Columbia under BC Instrument 11-502 -- Voluntary Surrender of Reporting Issuer Status stating that it will cease to be a reporting issuer in British Columbia on September 1, 2007 and has received confirmation of this from the British Columbia Securities Commission.

5. Effective August 14, 2007, Nu Energy Uranium Corporation, one of the predecessor entities to the Filer ("Pre-Amalgamation Nu"), and 0794226 B.C. Ltd., a wholly-owned subsidiary of Mega, amalgamated (the "Amalgamation") to form the Filer, which became (and remains) a wholly-owned subsidiary of Mega, and the holders of all of the outstanding common shares of Pre-Amalgamation Nu ("Pre-Amalgamation Shares") received common shares of Mega in exchange.

6. The Amalgamation was approved by holders of the Pre-Amalgamation Shares at a special meeting of shareholders held on August 10, 2007.

7. Prior to the Amalgamation, Pre-Amalgamation Nu 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 Nu following the Amalgamation, the Filer 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 August 13, 2007.

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

10. The Filer is not in default of any of its obligations as a reporting issuer under the Legislation, other than its obligation to file interim financial statements for the six-month period ended June 30, 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 Filer will not be a reporting issuer or equivalent in any jurisdiction in Canada.

Decision

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.

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

"James E.A. Turner"
Commissioner
Ontario Securities Commission
 
"Suresh Thakrar"
Commissioner
Ontario Securities Commission