Sprott Power Corp.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Relief from requirement to file notice of intention to file a short form prospectus within stipulated time.

Applicable Legislative Provisions

National Instrument 44-101 Short Form Prospectus Distributions, s. 2.2.

February 17, 2012

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO

(the "Jurisdiction")

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

SPROTT POWER CORP.

(the "Filer")

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer (the "Application") for a decision under the securities legislation of the Jurisdiction of the principal regulator (the "Legislation") that:

(a) the Filer be exempt from the requirement in National Instrument 44-101 Short Form Prospectus Distributions ("NI 44-101") to file a notice (a "Notice") declaring its intention to be qualified to file a short form prospectus at least 10 business days prior to the filing of its first preliminary short form prospectus (the "Exemption Sought"); and

(b) the Application and this decision document be held in confidence by the principal regulator, subject to certain conditions.

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

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

(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System ("MI 11-102") is intended to be relied upon in all provinces and territories of Canada.

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.

Representations

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

1. The Filer was incorporated under the Canada Business Corporations Act on May 26, 2010. On January 31, 2011, the Filer amalgamated with a wholly-owned subsidiary of First Asset PowerGen Fund (the "Fund") pursuant to a statutory plan of arrangement and the resulting combined company acquired all of the outstanding units of the Fund.

2. The principal office of the Filer is located at 200 Bay Street, Suite 2750, Royal Bank Plaza, South Tower, Toronto, Ontario, M5J 2J2.

3. The authorized share capital of the Filer consists of an unlimited number of common shares (the "Shares") and an unlimited number of preferred shares.

4. The Filer is a reporting issuer under applicable securities laws in each of the provinces of Canada and is not in default of securities legislation in any province of Canada.

5. The Shares of the Filer are listed for trading on the Toronto Stock Exchange under the symbol "SPZ".

6. The Filer is qualified to file a prospectus in the form of a short form prospectus pursuant to section 2.2 of NI 44-101 and filed a Notice with the Ontario Securities Commission dated February 9, 2012.

7. The Filer wishes to file a preliminary short form prospectus (a "Preliminary Prospectus") on or shortly after February 21, 2012 relating to the offering or potential offering of Share units and flow-through Shares.

8. Pursuant to the qualification criteria set forth in section 2.2 of NI 44-101 the Filer will be qualified to file a short form prospectus on the basis that it will satisfy the requirements of section 2.2 of NI 44-101.

9. Notwithstanding section 2.2 of NI 44-101, section 2.8(1) of NI 44-101 provides that an issuer is not qualified to file a short form prospectus unless it has filed a notice declaring its intention to be qualified to file a short form prospectus at least 10 business days prior to the issuer filing its first preliminary short form prospectus.

10. In the absence of the Exemption Sought, the Filer will not be qualified to file a Preliminary Prospectus until February 24, 2012, which is 10 business days from the date upon which the Notice was filed.

11. The Filer has determined that a favourable market window for an offering or potential offering of Share units and flow-through Shares currently exists. Due to the current levels of uncertainty existing with respect to global equity markets, the Filer cannot determine how long this favourable market window will last. As a result, the Filer wishes to be in the position to file a Preliminary Prospectus and commence the marketing of a public offering as soon as possible.

Decision

The principal regulator is satisfied that the decision meets the test set out in the legislation for the principal regulator to make the decision.

The decision of the principal regulator pursuant to the Legislation is that:

(a) the Exemption Sought is granted; and

(b) the principal regulator will hold in confidence the Application and this decision document will until the earlier of (i) the date that the Preliminary Prospectus has been filed; and (ii) the date that is 90 days after the date of this decision document.