Securities Law & Instruments

Headnote

Section 144 - application for revocation ofcease trade order - issuer previously granted partial revocationof cease trade order to permit shareholders of issuer to voteon proposed acquisition of private oil and gas company and toissue common shares in connection with related private placement- issuer has brought its filings up to date and has placed onthe public record disclosure about the acquisition - issuerhas undertaken to amend disclosure, on a going-forward basis,to disclose its revenue recognition policy, and to conform certainother disclosure items to the requirements of NI 51-101 Standardsof Disclosure of Oil and Gas Activities.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O., c. S.5, as am., ss.127 and 144.

Applicable Ontario Rules

NI 51-101 Standards of Disclosure of Oil andGas Activities.

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, CHAPTER S.5,AS AMENDED (the "Act")

AND

IN THE MATTER OF

WELTON ENERGY CORPORATION

(FORMERLY, THE NRG GROUP INC.)

 

ORDER

(Section 144)

WHEREAS the securities of Welton EnergyCorporation (the "Company") (formerly, The NRG GroupInc. ("NRG")) are subject to a temporary order madeby a Director of the Ontario Securities Commission (the "Commission")dated May 22, 2003 and extended by an order of a Director datedJune 3, 2003 made under section 127 of the Act (collectivelyreferred to as the "Cease Trade Order") directingthat trading in the securities of the Company cease until itis revoked by a further order of revocation;

AND WHEREAS the Company applied to theCommission pursuant to section 144 of the Act for a partialrevocation of the Cease Trade Order, and on August 27, 2003a Director of the Commission issued a partial revocation ofthe Cease Trade Order (the "Partial Revocation Order")to permit the shareholders of the Company to consider the PrivatePlacement (as hereinafter defined) and the Acquisition (as hereinafterdefined) and to issue common shares of the Company under thePrivate Placement and special shares of the Company under theAcquisition;

AND UPON the Company having representedas follows:

1. Except as necessarily modified below, therepresentations contained in the Partial Revocation Orderremain true, and are incorporated in this Order by reference.

2. At the Company's annual and special meetingof shareholders held on August 28, 2003, the shareholdersof the Company considered and approved the issuance of 25million common shares of the Company at $0.02 per share byway of private placement (the "Private Placement")and the acquisition of all of the outstanding shares of WeltonEnergy Limited ("Welton"), an Alberta-based oiland natural gas company, for an aggregate purchase price of$1,600,000 (the "Acquisition"), which purchase pricewas to be satisfied by a combination of cash and the issuanceof special shares of the Company.

3. On August 29, 2003, the Company completedthe Private Placement and the Acquisition and under the termsof the Acquisition, the Company also acquired all of the outstandingwarrants to acquire shares of Welton in exchange for warrantsto acquire special shares of the Company.

4. Pursuant to Articles of Amendment datedSeptember 2, 2003 issued by the Ontario Ministry of Consumerand Business Services, NRG changed its name to Welton EnergyCorporation.

5. The Company has provided certain undertakingsto the Commission to make changes, on a going-forward basis,to its public disclosure documents (as appropriate) including(i) clearly disclosing its revenue recognition policy, and(ii) conforming certain other disclosure items to the requirementsof NI 51-101 Standards of Disclosure of Oil and Gas Activities.

6. Except for the Cease Trade Order, the Companyhas not been subject to any other cease trade orders issuedby the Commission, and the Company is not otherwise in defaultof any requirements of the Act or the rules or regulationsthereunder.

AND UPON considering the applicationand the recommendation of staff of the Commission;

AND UPON the Director being satisfiedthat to do so would not be prejudicial to the public interest;

IT IS ORDERED, pursuant to Section 144of the Act, that the Cease Trade Order is fully revoked to permittrading in the securities of the Company generally.

October 24, 2003.

"Charlie MacCready"