Nu-Gro Corporation - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- issuer deemed to have ceased to be a reporting issuer.

Ontario Statutes

Securities Act, R.S.O. 1990, c. S.5, as am., s. 83.

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO AND QUÉBEC

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

THE NU-GRO CORPORATION

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of Ontario and Quebec (together, the "Jurisdictions") has received an application from The Nu-Gro Corporation (the "Corporation") for a decision pursuant to the securities legislation of each of the Jurisdictions (the "Legislation") that the Corporation be deemed to have ceased to be a reporting issuer under the Legislation;

AND WHEREAS pursuant to National Policy 12-201 - Mutual Reliance Review System for Exemptive Relief Applications (the "MRRS") the Ontario Securities Commission is the principal regulator for this application;

AND WHEREAS the Corporation has represented to the Decision Makers that:

1. The Corporation was incorporated under the Business Corporations Act (Ontario) (the "OBCA"). On May 21, 2004, the Corporation was continued under the Companies Act (Nova Scotia). The Corporation's head office is located at 10 Craig Street, Brantford, Ontario N3R 7J1.

2. The Corporation is a reporting issuer under the Legislation in each of the Jurisdictions and in British Columbia.

3. The Corporation has filed a notice under BC Instrument 11-502 to voluntarily surrender its reporting issuer status in British Columbia.

4. On March 1, 2004, the Corporation, Jupiter Acquisition Corporation and United Industries Corporation entered into an arrangement agreement pursuant to which The Nu-Gro Corporation agreed to propose to its shareholders a statutory plan of arrangement under section 182 of the OBCA whereby Jupiter would acquire all of the common shares of the Corporation for $11.00 in cash per share (the "Arrangement").

5. The Arrangement was completed on April 30, 2004.

6. As a result of the Arrangement, the Corporation is now a direct wholly-owned subsidiary of 3087763 Nova Scotia Company and an indirect wholly-owned subsidiary of United.

7. The authorized share capital of the Corporation consists of 100,000,000 common shares without nominal or par value and 100,000,000 preferred shares, issuable in series, of which 100 common shares were issued and outstanding as of June 1, 2004.

8. The Corporation has no other securities, including debt securities, outstanding.

9. No securities of the Corporation are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation.

10. The Corporation has no plans to seek public financing by offering its securities in Canada.

11. The Corporation is applying for relief to cease to be a reporting issuer in all of the Jurisdictions in which it is currently a reporting issuer.

12. The Corporation is in technical default of its obligation to file and deliver its interim financial statements for the three-month period ended March 31, 2004 but is not otherwise in default of any obligations under the Legislation as a reporting issuer.

AND WHEREAS pursuant to the MRRS this MRRS Decision Document evidences the decision of each of the Decision Makers (collectively, the "Decision");

AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that provides each Decision Maker with the jurisdiction to make the Decision has been met;

THE DECISION of the Decision Makers pursuant to the Legislation is that the Corporation is deemed to have ceased to be a reporting issuer under the Legislation.

July 13, 2004.