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The Ontario Securities Commission
OSC Bulletin
January 4, 2013
Volume 36, Issue 1
(2013), 36 OSCB
The Ontario Securities Commission administers the Securities Act
of Ontario (R.S.O. 1990, c. S.5) and the
Commodity Futures Act of Ontario (R.S.O. 1990, c. C.20)
The Ontario Securities Commission Published under the authority
of the Commission by:Cadillac Fairview Tower Carswell, a Thomson
Reuters businessSuite 1903, Box 55 One Corporate Plaza 20 Queen
Street West 2075 Kennedy Road Toronto, Ontario Toronto, Ontario M5H
3S8 M1T 3V4
416-593-8314 or Toll Free 1-877-785-1555 416-609-3800 or
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416-593-2318
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January 4, 2013 (2013) 36 OSCB
Table of Contents
Chapter 1 Notices / News Releases ............................1
1.1 Notices
................................................................11.1.1
Current Proceedings before the Ontario Securities Commission
............................11.1.2 OSC Staff Notice 11-739
(Revised) – Policy Reformulation Table of Concordance and List of
New
Instruments...........................................................9
1.2 Notices of
Hearing............................................11 1.2.1
Blackwood & Rose Inc. et al. – ss. 127(7), 127(8)
...........................................111.2.2 Fawad Ul Haq
Khan and Khan Trading Associates Inc. carrying on business as Money
Plus – ss. 60, 60.1 of the CFA ................12 1.3 News Releases
.................................................16 1.3.1 OSC
Adopts Amendments to Fee Model
..........................................................16 1.4
Notices from the Office of the Secretary
................................................17 1.4.1 Rezwealth
Financial Services Inc. et al. .............17 1.4.2 American
Heritage Stock Transfer Inc. et
al..............................................................18
1.4.3 Blackwood & Rose Inc. et al.
.............................19 1.4.4 Vincent Ciccone and Cabo
Catoche Corp. (a.k.a. Medra Corp. and Medra Corporation)
............................................191.4.5 Northern
Securities Inc. et al. .............................20 1.4.6 Fawad
Ul Haq Khan and Khan Trading Associates Inc. carrying on business
as Money
Plus.........................................................20
1.4.7 Normand Gauthier et al.
.....................................21 1.4.8 Shallow Oil & Gas
Inc. et al. ...............................21 1.4.9 Global Energy
Group, Ltd. et al. .........................22 1.4.10 Bernard
Boily......................................................22
1.4.11 New Hudson Television LLC and James Dmitry
Salganov......................................231.4.12 New Hudson
Television Corporation et al. .........23 1.4.13 Knowledge First
Financial Inc.............................24 1.4.14 Heritage
Education Funds Inc. ...........................24 1.4.15 Colby
Cooper Capital Inc. et al...........................25 1.4.16
Blackwood & Rose Inc. et
al...............................25
Chapter 2 Decisions, Orders and Rulings ................27 2.1
Decisions
..........................................................27 2.1.1
HollyFrontier Corporation ...................................27
2.1.2 Sierra Metals Inc. (formerly Dia Bras Exploration Inc.)
................................................30 2.1.3 Legumex
Walker Inc. .........................................32 2.1.4
Chieftain Metals Inc. ...........................................34
2.1.5 Aston Hill Asset Management Inc. et al. .............37 2.1.6
Triangle Petroleum Corporation .........................40 2.1.7
GrowthWorks Wv Management Ltd. and GrowthWorks Commercialization
Fund Ltd.
............................................................422.1.8
Manulife Securities Investment Services
Inc........................................................44
2.1.9 Arbor Memorial Services Inc. – s.
1(10)........................................................... 47
2.1.10 NAV
Canada...................................................... 48
2.1.11 Granite Real Estate Inc. et al. ............................
53 2.1.12 Granite Real Estate Inc. et al.
............................ 62 2.1.13 Scougall Services Limited
Partnership............... 69 2.1.14 Franchise Services of North
America Inc........... 72 2.1.15 Scotiabank Subordinated Notes
Trust – s.
1(10)........................................................... 76
2.1.16 United Corporations Limited ..............................
77 2.1.17 Sino-Forest
Corporation..................................... 81 2.2 Orders
...............................................................
882.2.1 Rezwealth Financial Services Inc. et al. – s. 127
..................................................... 88 2.2.2
American Heritage Stock Transfer Inc. et al. – Rules 1.5.3 and 4.3
......................... 89 2.2.3 Blackwood & Rose Inc. et al.
– ss. 127(1), 127(5)...........................................
902.2.4 The Canadian Depository for Securities Limited and CDS
Clearing and Depository Services Inc. – s. 144
...................... 92 2.2.5 White Rock Capital Partners Inc.
and Royal Coal Corp. – s. 144................................ 131
2.2.6 Vincent Ciccone and Cabo Catoche Corp. (a.k.a. Medra Corp.
and Medra Corporation)..........................................
1332.2.7 Northern Securities Inc. et al. – s. 21.7 and 8
................................................ 136 2.2.8 Normand
Gauthier et al. – s. 127..................... 137 2.2.9 Shallow Oil
& Gas Inc. et al. – ss. 127(1),
127(10)....................................... 138 2.2.10 Global
Energy Group, Ltd. et al. – ss. 127, 127.1
.............................................. 139 2.2.11 Bernard
Boily – s. 127...................................... 141 2.2.12 New
Hudson Television LLC and James Dmitry Salganov – s. 127
..................... 142 2.2.13 New Hudson Television Corporation
et al. – ss. 127(1), 127(8)................................. 143
2.2.14 Knowledge First Financial Inc. ......................... 145
2.2.15 Heritage Education Funds Inc.......................... 147
2.2.16 Colby Cooper Capital Inc. et al. – s. 127
........................................................... 149
2.2.17 Ellington Management Group, L.L.C. – s. 80 of the
CFA........................................... 150 2.2.18 Economic
Investment Trust Limited – s. 144
........................................................... 158
2.2.19 Security Investors, LLC – s. 78(1) of the
CFA....................................... 163 2.2.20 Quest
Partners LLC – s. 80 of the
CFA........................................... 172 2.2.21 Blackwood
& Rose Inc. et al. – ss. 127(7),
127(8)......................................... 1802.3
Rulings............................................................
181 2.3.1 State Street Global Markets, LLC – s. 38 of the Act and
s. 6.1 of OSC Rule 91-502 Trades in Recognized
Options......................................... 181
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Table of Contents
January 4, 2013 (2013) 36 OSCB
Chapter 3 Reasons: Decisions, Orders and
Rulings.....................................................1913.1
OSC Decisions, Orders and Rulings ............191 3.1.1 Shallow Oil
& Gas Inc. et al. – ss. 127(1), 127(10)
.......................................191 3.1.2 Global Energy
Group, Ltd. et al. – s.
127............................................................202
3.2 Court Decisions, Order and Rulings............ (nil)
Chapter 4 Cease Trading Orders.............................235
4.1.1 Temporary, Permanent & Rescinding Issuer Cease Trading
Orders ...........................235 4.2.1 Temporary, Permanent
& Rescinding Management Cease Trading Orders
................235 4.2.2 Outstanding Management & Insider
Cease Trading Orders......................................235
Chapter 5 Rules and Policies..................................
(nil)
Chapter 6 Request for Comments..........................
(nil)
Chapter 7 Insider
Reporting.....................................237
Chapter 8 Notice of Exempt Financings .................461
Reports of Trades Submitted on Forms 45-106F1 and 45-501F1
................461
Chapter 9 Legislation
.............................................. (nil)
Chapter 11 IPOs, New Issues and Secondary Financings
...............................................467
Chapter 12 Registrations
...........................................481 12.1.1 Registrants
.......................................................481
Chapter 13 SROs, Marketplaces and Clearing
Agencies...................................483
13.1
SROs................................................................48313.1.1
MFDA – Proposed Amendments to MFDA By-Law No. 1 (Definitions), MFDA
Rule 2.5.5 (Branch Manager) and MFDA Policy No. 2 – Minimum
Standards for Account
Supervision....................................48313.2
Marketplaces..................................................
(nil) 13.3 Clearing Agencies
..........................................49813.3.1 Notice of
Approval – Variation and Restatement of the Recognition Order of
the Canadian Depository for Securities Limited and CDS Clearing and
Depository Services Inc. ...........................498 13.3.2 CDS
– Notice of Effective Date – Technical Amendments to CDS Procedures
– QST Rate Changes on CDS
Forms..................................................543
Chapter 25 Other Information...................................
(nil)
Index
..............................................................................545
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January 4, 2013 (2013) 36 OSCB 1
Chapter 1
Notices / News Releases
1.1 Notices
1.1.1 Current Proceedings Before The Ontario Securities
Commission
January 4, 2013
CURRENT PROCEEDINGS
BEFORE
ONTARIO SECURITIES COMMISSION
- - - - - - - - - - - - - - - - - - - - -
Temporary Change of Location of Ontario Securities Commission
Proceedings
All hearings scheduled to be heard between November 22, 2012 and
March 15, 2013 will take place at the following location:
ASAP Reporting Services Inc. Bay Adelaide Centre 333 Bay Street
Suite 900 Toronto, Ontario M5H 2T4
Telephone: 416-597-0681 Telecopier: 416-593-8348
CDS TDX 76
Late Mail depository on the 19th Floor until 6:00 p.m.
- - - - - - - - - - - - - - - - - - - - -
THE COMMISSIONERS
Howard I. Wetston, Chair — HIW James E. A. Turner, Vice Chair —
JEAT Lawrence E. Ritchie, Vice Chair — LER Mary G. Condon, Vice
Chair — MGC Sinan O. Akdeniz — SOA James D. Carnwath — JDC Margot
C. Howard — MCH Sarah B. Kavanagh — SBK Kevin J. Kelly — KJK
Paulette L. Kennedy — PLK Edward P. Kerwin — EPK Vern Krishna __ VK
Christopher Portner — CP Judith N. Robertson — JNR Charles Wesley
Moore (Wes) Scott — CWMS
SCHEDULED OSC HEARINGS
January 7, 2013
10:00 a.m.
Ernst & Young LLP
s. 127 and 127.1
A. Clark in attendance for Staff
Panel: MGC
January 10-11, 2013
10:00 a.m.
MBS Group (Canada) Ltd., Balbir Ahluwalia and Mohinder
Ahluwalia
s. 37, 127 and 127.1
C. Rossi in attendance for staff
Panel: CP
January 11, 2013
11:00 a.m.
Newer Technologies Limited, Ryan Pickering and Rodger Frey
s. 127 and 127.1
B. Shulman in attendance for staff
Panel: JEAT
January 14, 2013
9:00 a.m.
Global RESP Corporation and Global Growth Assets Inc.
s. 127
D. Ferris in attendance for Staff
Panel: JEAT
January 14, 2013
10:00 a.m.
Roger Carl Schoer
s. 21.7
C. Johnson in attendance for Staff
Panel: JEAT
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Notices / News Releases
January 4, 2013 (2013) 36 OSCB 2
January 14, January 16-28, January 30 –February 11 and February
13-22, 2013
10:00 a.m.
Jowdat Waheed and Bruce Walter
s. 127
J. Lynch in attendance for Staff
Panel: CP/SBK/PLK
January 15, 2013
3:00 p.m.
Nest Acquisitions and Mergers, IMG International Inc., Caroline
Myriam Frayssignes, David Pelcowitz, Michael Smith, and Robert
Patrick Zuk
s. 37, 127 and 127.1
C. Price in attendance for Staff
Panel: JDC/MCH
January 15, 2013
3:00 p.m.
Global Energy Group, Ltd., New Gold Limited Partnerships,
Christina Harper, Vadim Tsatskin, Michael Schaumer, Elliot Feder,
Oded Pasternak, Alan Silverstein, Herbert Groberman, Allan Walker,
Peter Robinson, Vyacheslav Brikman, Nikola Bajovski, Bruce Cohen
and Andrew Shiff
s. 37, 127 and 127.1
C. Watson in attendance for Staff
Panel: PLK/JNR
January 17, 2013
9:00 a.m.
Global Consulting and Financial Services, Crown Capital
Management Corporation, Canadian Private Audit Service, Executive
Asset Management, Michael Chomica, Peter Siklos (also known as
Peter Kuti), Jan Chomica, and Lorne Banks
s. 127
H. Craig/C. Rossi in attendance for Staff
Panel: MGC
January 17, 2013
10:00 a.m.
Sino-Forest Corporation, Allen Chan, Albert Ip, Alfred C.T.
Hung, George Ho, Simon Yeung and David Horsley
s. 127
H. Craig in attendance for Staff
Panel: MGC
January 17, 2013
10:00 a.m.
Sino-Forest Corporation, Allen Chan, Albert Ip, Alfred C.T.
Hung, George Ho and Simon Yeung
s. 127
H. Craig in attendance for Staff
Panel: MGC
January 17, 2013
2:00 p.m.
Firestar Capital Management Corp., Kamposse Financial Corp.,
Firestar Investment Management Group, Michael Ciavarella and
Michael Mitton
s. 127
H. Craig in attendance for Staff
Panel: EPK
January 18, 2013
10:00 a.m.
Oversea Chinese Fund Limited Partnership, Weizhen Tang and
Associates Inc., Weizhen Tang Corp., and Weizhen Tang
s. 127 and 127.1
H. Craig in attendance for Staff
Panel: MGC
January 21-28 and January 30 – February 1, 2013
10:00 a.m.
Moncasa Capital Corporation and John Frederick Collins
s. 127
T. Center in attendance for Staff
Panel: EPK
-
Notices / News Releases
January 4, 2013 (2013) 36 OSCB 3
January 23-25 and January 30-31, 2013
10:00 a.m.
Sage Investment Group, C.A.D.E Resources Group Inc., Greenstone
Financial Group, Fidelity Financial Group, Antonio Carlos Neto
David Oliveira, and Anne Marie Ridley
s. 127
C. Watson in attendance for Staff
Panel: TBA
January 28, 2013
10:00 a.m.
AMTE Services Inc., Osler Energy Corporation, Ranjit Grewal,
Phillip Colbert and Edward Ozga
s. 127
C. Rossi in attendance for Staff
Panel: JEAT
February 1, 2013
10:00 a.m.
Ground Wealth Inc., Armadillo Energy Inc., Paul Schuett, Doug
DeBoer, James Linde, Susan Lawson, Michelle Dunk, Adrion Smith,
Bianca Soto and Terry Reichert
s. 127
S. Schumacher in attendance for Staff
Panel: MGC
February 4-11 and February 13, 2013
10:00 a.m.
Alexander Christ Doulis (aka Alexander Christos Doulis, aka
Alexandros Christodoulidis) and Liberty Consulting Ltd.
s. 127
J. Feasby in attendance for Staff
Panel: VK
February 5, 2013
9:00 a.m.
Fawad Ul Haq Khan and Khan Trading Associates Inc. carrying on
business as Money Plus
s. 60 and 60.1 of the CommodityFutures Act
T. Center in attendance for Staff
Panel: TBA
February 11, February 13-15, February 19-25 and February 27 –
March 6, 2013
10:00 a.m.
David Charles Phillips and John Russell Wilson
s. 127
Y. Chisholm in attendance for Staff
Panel: TBA
February 14-15 and February 20, 2013
10:00 a.m.
Northern Securities Inc., Victor Philip Alboini, Douglas Michael
Chornoboy and Frederick Earl Vance
s. 21.7 and 8
Y. Chisholm in attendance for Staff
Panel: TBA
February 27, 2013
10:00 a.m.
Global Energy Group, Ltd., New Gold Limited Partnerships,
Christina Harper, Howard Rash, Michael Schaumer, Elliot Feder,
Vadim Tsatskin, Oded Pasternak, Alan Silverstein, Herbert
Groberman, Allan Walker, Peter Robinson, Vyacheslav Brikman, Nikola
Bajovski, Bruce Cohen and Andrew Shiff
s. 127
C. Watson in attendance for Staff
Panel: EPK
February 28, 2013
10:00 a.m.
Children’s Education Funds Inc.
s. 127
D. Ferris in attendance for Staff
Panel: JEAT
March 1,2013
10:00 a.m.
Rezwealth Financial Services Inc., Pamela Ramoutar, Justin
Ramoutar, Tiffin Financial Corporation, Daniel Tiffin, 2150129
Ontario Inc., Sylvan Blackett, 1778445 Ontario Inc. and Willoughby
Smith
s. 127(1) and (5)
A. Heydon/Y. Chisholm in attendance for Staff
Panel : EPK
-
Notices / News Releases
January 4, 2013 (2013) 36 OSCB 4
March 5, 2013
10:00 a.m.
New Hudson Television LLC & Dmitry James Salganov
s. 127
C. Watson in attendance for Staff
Panel: MGC
March 6, 2013
10:00 a.m.
Blackwood & Rose Inc., Steven Zetchus and Justin Kreller
(also known as Justin Kay)
s. 127
C. Rossi in attendance for Staff
Panel: JEAT
March 13,2013
10:00 a.m.
New Found Freedom Financial, Ron Deonarine Singh, Wayne Gerard
Martinez, Pauline Levy, David Whidden, Paul Swaby and Zompas
Consulting
s. 127
A. Heydon/S. Horgan in attendance for Staff
Panel: JDC
March 18-25, March 27-28, April 1-5 and April 24-25, 2013
10:00 a.m.
Peter Sbaraglia
s. 127
J. Lynch in attendance for Staff
Panel: CP
March 18-25 and March 27-28, 2013
10:00 a.m.
2196768 Ontario Ltd carrying on business as Rare Investments,
Ramadhar Dookhie, Adil Sunderji and Evgueni Todorov
s. 127
D. Campbell in attendance for Staff
Panel: EPK
March 21,2013
9:00 a.m.
Knowledge First Financial Inc.
s. 127
D. Ferris in attendance for Staff
Panel: JEAT
March 21,2013
9:00 a.m.
Heritage Education Funds Inc.
s. 127
D. Ferris in attendance for Staff
Panel: JEAT
March 25, March 27-28, April 8, April 10-12, April 17, April 19,
May 13-17, May 22 and June 24-28, 2013
10:00 a.m.
Bernard Boily
s. 127 and 127.1
M. Vaillancourt/U. Sheikh in attendance for Staff
Panel: TBA
April 2, 2013
10:00 a.m.
Vincent Ciccone and Cabo Catoche Corp. (a.k.a. Medra Corp. and
Medra Corporation)
s. 127
M. Vaillancourt in attendance for Staff
Panel: VK
April 8, April 10-16, April 22, April 24, April 29-30, May 6 and
May 8, 2013
10:00 a.m.
Energy Syndications Inc. Green Syndications Inc. , Syndications
Canada Inc., Daniel Strumos, Michael Baum and Douglas William
Chaddock
s. 127
C. Johnson in attendance for Staff
Panel: TBA
April 11-22 and April 24, 2013
10:00 a.m.
Morgan Dragon Development Corp.,John Cheong (aka Kim Meng
Cheong), Herman Tse, Devon Ricketts and Mark Griffiths
s. 127
J. Feasby in attendance for Staff
Panel: EPK
-
Notices / News Releases
January 4, 2013 (2013) 36 OSCB 5
April 15-22, April 25 – May 6 and May 8-10, 2013
10:00 a.m.
Heir Home Equity Investment Rewards Inc.; FFI First Fruit
Investments Inc.; Wealth Building Mortgages Inc.; Archibald
Robertson; Eric Deschamps; Canyon Acquisitions, LLC; Canyon
Acquisitions International, LLC; Brent Borland; Wayne D. Robbins;
Marco Caruso; Placencia Estates Development, Ltd.; Copal Resort
Development Group, LLC; Rendezvous Island, Ltd.; The Placencia
Marina, Ltd.; and The Placencia Hotel and Residences Ltd.
s. 127
B. Shulman in attendance for Staff
Panel: JDC
April 29 – May 6 and May 8-10, 2013
10:00 a.m.
North American Financial Group Inc., North American Capital
Inc., Alexander Flavio Arconti, and Luigino Arconti
s. 127
M. Vaillancourt in attendance for Staff
Panel: TBA
May 9, 2013
10:00 a.m.
New Solutions Capital Inc., New Solutions Financial Corporation,
New Solutions Financial (II) Corporation, New Solutions Financial
(III) Corporation, New Solutions Financial (VI) Corporation and Ron
Ovenden
s. 127
Y. Chisholm in attendance for Staff
Panel: TBA
June 6, 2013
10:00 a.m.
New Hudson Television Corporation, New Hudson Television L.L.C.
& James Dmitry Salganov
s. 127
C. Watson in attendance for Staff
Panel: MGC
September 16-23, September 25 –October 7, October 9-21, October
23 –November 4, November 6-18, November 20 –December 2, December
4-16 and December 18-20, 2013
10:00 a.m.
Eda Marie Agueci, Dennis Wing, Santo Iacono, Josephine Raponi,
Kimberley Stephany, Henry Fiorillo, Giuseppe (Joseph) Fiorini, John
Serpa, Ian Telfer, Jacob Gornitzki and Pollen Services Limited
s. 127
J, Waechter/U. Sheikh in attendance for Staff
Panel: TBA
October 15-21, October 23-29, 2013
10:00 a.m.
Normand Gauthier, Gentree Asset Management Inc., R.E.A.L. Group
Fund III (Canada) LP, and CanPro Income Fund I, LP
s. 127
B. Shulman in attendance for Staff
Panel: TBA
To be held In-Writing
Sandy Winick, Andrea Lee McCarthy, Kolt Curry, Laura Mateyak,
Gregory J. Curry, American Heritage Stock Transfer Inc., American
Heritage Stock Transfer, Inc., BFM Industries Inc., Liquid Gold
International Corp., (aka Liquid Gold International Inc.) and
Nanotech Industries Inc.
s. 127
J. Feasby in attendance for Staff
Panel: JDC
TBA Yama Abdullah Yaqeen
s. 8(2)
J. Superina in attendance for Staff
Panel: TBA
-
Notices / News Releases
January 4, 2013 (2013) 36 OSCB 6
TBA Microsourceonline Inc., Michael Peter Anzelmo, Vito Curalli,
Jaime S. Lobo, Sumit Majumdar and Jeffrey David Mandell
s. 127
J. Waechter in attendance for Staff
Panel: TBA
TBA Frank Dunn, Douglas Beatty, Michael Gollogly
s. 127
K. Daniels in attendance for Staff
Panel: TBA
TBA MRS Sciences Inc. (formerly Morningside Capital Corp.),
Americo DeRosa, Ronald Sherman, Edward Emmons and Ivan Cavric
s. 127 and 127(1)
D. Ferris in attendance for Staff
Panel: TBA
TBA Gold-Quest International, 1725587 Ontario Inc. carrying on
business as Health and Harmoney, Harmoney Club Inc., Donald Iain
Buchanan, Lisa Buchanan and Sandra Gale
s. 127
H. Craig in attendance for Staff
Panel: TBA
TBA Gold-Quest International, Health and Harmoney, Iain Buchanan
and Lisa Buchanan
s. 127
H. Craig in attendance for Staff
Panel: TBA
TBA Brilliante Brasilcan Resources Corp., York Rio Resources
Inc., Brian W. Aidelman, Jason Georgiadis, Richard Taylor and
Victor York
s. 127
H. Craig in attendance for Staff
Panel: TBA
TBA Paul Azeff, Korin Bobrow, Mitchell Finkelstein, Howard
Jeffrey Miller and Man Kin Cheng (a.k.a. Francis Cheng)
s. 127
T. Center/D. Campbell in attendance for Staff
Panel: TBA
TBA Uranium308 Resources Inc., Michael Friedman, George
Schwartz, Peter Robinson, and Shafi Khan
s. 127
H. Craig/C.Rossi in attendance for Staff
Panel: TBA
TBA FactorCorp Inc., FactorCorp Financial Inc. and Mark
Twerdun
s. 127
C. Price in attendance for Staff
Panel: TBA
-
Notices / News Releases
January 4, 2013 (2013) 36 OSCB 7
TBA York Rio Resources Inc., Brilliante Brasilcan Resources
Corp., Victor York, Robert Runic, George Schwartz, Peter Robinson,
Adam Sherman, Ryan Demchuk, Matthew Oliver, Gordon Valde and Scott
Bassingdale
s. 127
H. Craig/C. Watson in attendance for Staff
Panel: TBA
TBA Innovative Gifting Inc., Terence Lushington, Z2A Corp., and
Christine Hewitt
s. 127
M. Vaillancourt in attendance for Staff
Panel: TBA
TBA David M. O’Brien
s. 37, 127 and 127.1
B. Shulman in attendance for Staff
Panel: TBA
TBA Bunting & Waddington Inc., Arvind Sanmugam, Julie Winget
and Jenifer Brekelmans
s. 127
S. Schumacher in attendance for Staff
Panel: TBA
TBA Colby Cooper Capital Inc. Colby Cooper Inc., Pac West
Minerals Limited John Douglas Lee Mason
s. 127
B. Shulman in attendance for Staff
Panel: TBA
TBA Beryl Henderson
s. 127
S. Schumacher in attendance for Staff
Panel: TBA
TBA International Strategic Investments, International Strategic
Investments Inc., Somin Holdings Inc., Nazim Gillani and Ryan J.
Driscoll.
s. 127
C. Watson in attendance for Staff
Panel: TBA
TBA Majestic Supply Co. Inc., Suncastle Developments
Corporation, Herbert Adams, Steve Bishop, Mary Kricfalusi, Kevin
Loman and CBK Enterprises Inc.
s. 37, 127 and 127.1
D. Ferris in attendance for Staff
Panel: TBA
TBA Juniper Fund Management Corporation, Juniper Income Fund,
Juniper Equity Growth Fund and Roy Brown (a.k.a. Roy
Brown-Rodrigues)
s. 127 and 127.1
D. Ferris in attendance for Staff
Panel: TBA
TBA Crown Hill Capital Corporation and Wayne Lawrence Pushka
s. 127
A. Perschy/A. Pelletier in attendance for Staff
Panel: TBA
-
Notices / News Releases
January 4, 2013 (2013) 36 OSCB 8
TBA Portus Alternative Asset Management Inc., Portus Asset
Management Inc., Boaz Manor, Michael Mendelson, Michael Labanowich
and John Ogg
s. 127
H Craig in attendance for Staff
Panel: TBA
TBA Irwin Boock, Stanton Defreitas, Jason Wong, Saudia Allie,
Alena Dubinsky, Alex Khodjaiants Select American Transfer Co.,
Leasesmart, Inc., Advanced Growing Systems, Inc., International
Energy Ltd., Nutrione Corporation, Pocketop Corporation, Asia
Telecom Ltd., Pharm Control Ltd., Cambridge Resources Corporation,
Compushare Transfer Corporation, Federated Purchaser, Inc., TCC
Industries, Inc., First National Entertainment Corporation, WGI
Holdings, Inc. and Enerbrite Technologies Group
s. 127 and 127.1
D. Campbell in attendance for Staff
Panel: TBA
TBA Systematech Solutions Inc., April Vuong and Hao Quach
s. 127
D. Ferris in attendance for Staff
Panel: TBA
ADJOURNED SINE DIE
Global Privacy Management Trust and Robert Cranston
Livent Inc., Garth H. Drabinsky, Myron I. Gottlieb, Gordon
Eckstein, Robert Topol
LandBankers International MX, S.A. De C.V.; Sierra Madre
Holdings MX, S.A. De C.V.; L&B LandBanking Trust S.A. De C.V.;
Brian J. Wolf Zacarias; Roger Fernando Ayuso Loyo, Alan Hemingway,
Kelly Friesen, Sonja A. McAdam, Ed Moore, Kim Moore, Jason Rogers
and Dave Urrutia
Hollinger Inc., Conrad M. Black, F. David Radler, John A.
Boultbee and Peter Y. Atkinson
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Notices / News Releases
January 4, 2013 (2013) 36 OSCB 9
1.1.2 OSCB Staff Notice 11-739 (Revised) – Policy Reformulation
Table of Concordance and List of New Instruments
OSC STAFF NOTICE 11-739 (REVISED)
POLICY REFORMULATION TABLE OF CONCORDANCE AND LIST OF NEW
INSTRUMENTS
The following revisions have been made to the Table of
Concordance and List of New Instruments. A full version of the
Table ofConcordance and List of New Instruments as of December 31,
2012 has been posted to the OSC Website at www.osc.gov.on.ca.
Table of Concordance
Item KeyThe third digit of each instrument represents the
following: 1-National/Multilateral Instrument;
2-National/Multilateral Policy;3-CSA Notice; 4-CSA Concept Release;
5-Local Rule; 6-Local Policy; 7-Local Notice; 8-Implementing
Instrument; 9-Miscellaneous
Reformulation
Instrument Title Status
None
New Instruments
Instrument Title Status
21-706 Marketplaces’ Initial Operations and Material System
Changes
Published October 4, 2012
11-739 Policy Reformulation Table of Concordance and List of New
Instruments (Revised)
Published October 11, 2012
11-737 Securities Advisory Committee Vacancies (Revised)
Published October 11, 2012
33-403 The Standard of Conduct for Advisers and Dealers:
Exploring the Appropriateness of Introducing a Statutory Best
Interest Duty When Advice is Provided to Retail Clients
Published for comment October 25, 2012
23-103 Electronic Trading – Amendments Published for comment
October 25, 2012
21-401 CSA Staff Consultation Paper – Real-Time Market Data Fees
Published for comment November 8, 2012
11-320 Notice of Local Amendments – Nova Scotia and Yukon
Published November 15, 2012
51-720 Issuer Guide for Companies Operating in Emerging Markets
Published November 15, 2012
23-701 Electronic Trading Risk Analysis Published November 15,
2012
31-103 Registration Requirements, Exemptions and Ongoing
Registrant Obligations – Amendments
Published for comment November 15, 2012
33-738 2012 OSC Annual Summary Report for Dealers, Advisers and
Investment Fund Managers
Published November 22, 2012
54-101 Communication with Beneficial Owners of Securities of a
Reporting Issuer – Amendments
Commission approval published November 29, 2012
51-102 Continuous Disclosure Obligations – Amendments (tied to
54-101)
Commission approval published November 29, 2012
33-739 Termination of the Ontario Contingency Trust Fund
Published December 6, 2012
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Notices / News Releases
January 4, 2013 (2013) 36 OSCB 10
New Instruments
Instrument Title Status
91-301 Model Provincial Rules – Derivatives Product
Determination and Trade Repositories and Derivatives Data
Reporting
Published December 6, 2012
23-313 Blanket Orders Exempting Marketplace Participants from
Certain Provisions of NI 23-103 Electronic Trading and Related OSC
Staff Position
Published December 13, 2012
81-407 Mutual Fund Fees Published for comment December 13,
2012
13-315 Securities Regulatory Authority Closed Dates 2013
(Revised) Published December 20, 2012
23-314 Frequently Asked Questions about National Instrument
23-103 Electronic Trading
Published December 20, 2012
13-502 Fees – Amendments Commission approval published December
20, 2012
13-503 (Commodity Futures Act) Fees - Amendments Commission
approval published December 20, 2012
45-710 Considerations for New Capital Raising Prospectus
Exemptions
Published for comment December 20, 2012
For further information, contact:
Darlene Watson Project Coordinator Ontario Securities Commission
416-593-8148
January 4, 2013
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Notices / News Releases
January 4, 2013 (2013) 36 OSCB 11
1.2 Notices of Hearing
1.2.1 Blackwood & Rose Inc. et al. – ss. 127(7), 127(8)
IN THE MATTER OF THE SECURITIES ACT,
R.S.O. 1990, c. S.5, AS AMENDED
AND
IN THE MATTER OF BLACKWOOD & ROSE INC.,
STEVEN ZETCHUS AND JUSTIN KAY
NOTICE OF HEARING (Subsections 127(7) and (8) of the Securities
Act)
WHEREAS on December 18, 2012, the Ontario Securities Commission
(the “Commission”) issued a temporary order pursuant to subsections
127(1) and (5) of the Securities Act, R.S.O., c. S.5., as amended
(the "Act"), ordering the following (the “Temporary Order”):
(a) all trading by Blackwood & Rose Inc. (“Blackwood”) shall
cease;
(b) all trading by Steven Zetchus (“Zetchus”) shall cease;
and
(c) all trading by Justin Kay (“Kay”) shall cease.
AND WHEREAS IT WAS FURTHER ORDEREDthat pursuant to clause 3 of
subsection 127(1) of the Act, that any exemptions contained in
Ontario securities law do not apply to any of Blackwood, Zetchus or
Kay;
TAKE NOTICE THAT the Commission will hold a hearing pursuant to
subsections 127(7) and (8) of the Act at the temporary offices of
the Commission, 333 Bay Street, Suite 900, Toronto, ON, M5H 2T4 on
December 31, 2012 at 10:00 a.m. or as soon thereafter as the
hearing can be held;
TO CONSIDER whether, in the opinion of the Commission, it is in
the public interest for the Commission:
(a) to extend the Temporary Order, pursuant to subsections
127(7) and (8) of the Act, until the final disposition of this
matter or until such time as the Commission considers appropriate;
and
(b) to make such further orders as the Commission considers
appropriate.
BY REASON of the recitals set out in the Temporary Order and
such allegations and evidence as counsel may advise and the
Commission may permit;
AND TAKE FUTHER NOTICE THAT any party to the proceeding may be
represented by counsel at the hearing;
AND TAKE FURTHER NOTICE THAT upon failure of any party to attend
at the time and place aforesaid, the hearing may proceed in the
absence of that party and such party is not entitled to any further
notice of the proceeding.
DATED at Toronto this 18th day of December, 2012.
“John Stevenson” Secretary to the Commission
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Notices / News Releases
January 4, 2013 (2013) 36 OSCB 12
1.2.2 Fawad Ul Haq Khan and Khan Trading Associates Inc.
carrying on business as Money Plus – ss. 60, 60.1 of the CFA
IN THE MATTER OF THE COMMODITY FUTURES ACT, R.S.O. 1990, c.
C.20, AS AMENDED
AND
IN THE MATTER OF FAWAD UL HAQ KHAN and
KHAN TRADING ASSOCIATES INC. carrying on business as MONEY
PLUS
NOTICE OF HEARING (Sections 60 and 60.1 of the Commodity Futures
Act)
TAKE NOTICE THAT the Ontario Securities Commission (the
"Commission") will hold a hearing pursuant to sections 60 and 60.1
of the Commodity Futures Act, R.S.O. 1990, Ch. C.20, as amended
(the “CFA”) at the offices of ASAP Reporting Services Inc., Bay
Adelaide Centre, 333 Bay Street, Suite 900, Toronto, ON, M5H 2T4 on
February 5, 2013 at 9:00 a.m., or as soon thereafter as the hearing
can be held;
AND TAKE NOTICE that the purpose of the hearing is to consider
whether, in the Commission’s opinion, it is in the public interest
for the Commission to make the following orders:
(a) to make an order pursuant to clause 3 of section 60(1) of
the CFA that any exemptions contained in Ontario commodity futures
law do not apply to the respondents permanently or for such period
as is specified by the Commission;
(b) to make an order pursuant to clause 6 of section 60(1) of
the CFA that the respondents be reprimanded;
(c) to make an order pursuant to clause 7 of section 60(1) of
the CFA that Khan resign any position that he holds as a director
or officer of an issuer;
(d) to make an order pursuant to clause 8 of section 60(1) of
the CFA that Khan be prohibited from becoming or acting as a
director or officer of any issuer;
(e) to make an order pursuant to clause 9 of section 60(1) of
the CFA that the respondents each pay an administrative penalty for
each failure to comply with Ontario commodity futures law;
(f) to make an order pursuant to clause 10 of section 60(1) of
the CFA that the respondents each disgorge to the Commission any
amounts obtained as a result of their noncompliance with Ontario
commodity futures law;
(g) to make an order pursuant to section 60.1 of the CFA that
the respondents pay the costs of the investigation and the hearing;
and
(h) such other orders as the Commission considers
appropriate.
BY REASON OF the allegations set out in the Statement of
Allegations of Staff of the Commission dated December 19, 2012 and
such additional allegations as counsel may advise and the
Commission may permit;
AND TAKE FURTHER NOTICE that any party to the proceeding may be
represented by counsel, if that party attends or submits evidence
at the hearing;
AND TAKE FURTHER NOTICE that upon the failure of any party to
attend at the time and place aforesaid, the hearing may proceed in
the absence of that party, and such party is not entitled to any
further notice of the proceeding.
DATED at Toronto this 20th day of December, 2012
“John Stevenson”
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Notices / News Releases
January 4, 2013 (2013) 36 OSCB 13
IN THE MATTER OF THE COMMODITY FUTURES ACT, R.S.O. 1990, c.
C.20, AS AMENDED
AND
IN THE MATTER OF FAWAD UL HAQ KHAN and
KHAN TRADING ASSOCIATES INC. carrying on business as MONEY
PLUS
STATEMENT OF ALLEGATIONS OF STAFF OF THE ONTARIO SECURITIES
COMMISSION
Staff of the Ontario Securities Commission (the "Commission")
makes the following allegations:
I. OVERVIEW
1. This proceeding relates to unregistered trading and advising
in commodity futures by Fawad Ul Haq Khan (“Khan”) and Khan Trading
Associates Inc. carrying on business as Money Plus (“KTA”), in
breach of the Commodity Futures Act, R.S.O. 1990, Ch. C.20, as
amended (“ CFA”) and in a manner that was contrary to the public
interest.
2. Staff allege that the Respondents’ course of conduct
commenced in June 2006 and was ongoing as late as July 2012 (the
“Material Time”).
II. THE RESPONDENTS
3. KTA is an Ontario company incorporated on November 3, 2010
under the Canada Business Corporations Act, R.S.C., 1985, c.
C-44.
4. Khan is an individual residing in Mississauga, Ontario, and
is one of two directors of KTA. Khan’s brother is the other
director of KTA.
5. Neither Khan nor KTA have ever been registered with the
Commission in any capacity.
III. UNREGISTERED ADVISING AND TRADING
The Trading School
6. Khan operates a trading school located in Mississauga,
Ontario. Through radio and newspaper advertisements, as well as the
Money Plus website, Khan offers to teach the public how to trade
commodity futures contracts (the “contracts”), includingforeign
exchange and indices. After teaching students trading strategies,
Khan directs and assists his students to open tradingaccounts at
specific brokerage firms where, unbeknownst to his students, he
and/or KTA receive referral fees for trades made inthe accounts
being referred.
7. After his students open trading accounts, Khan advises his
students, and in some cases, trades on behalf of his students,
without being registered, contrary to Ontario commodity futures law
and contrary to the public interest.
The Brokerages
8. On April 7, 2006, Khan entered into a “Consulting Agreement
for Foreign Consultant” with Global Futures Exchange & Trading
Co., Inc. (“Global Futures”), an introducing brokerage firm based
in California, U.S.A. Khan referred approximately 600accounts (the
“Referred Accounts”) to Global Futures and the majority of these
accounts realized a loss over the lifetime of theaccount. The
Consulting Agreement was terminated by Global Futures effective
June 30, 2011.
9. Between June 2006 and March 2011, Khan received approximately
$345,000 in referral fees from Global Futures. Further, between
June 2006 and June 2011, in excess of $5 million was deposited into
the Referred Accounts and aggregate net losses from trading
totalled in excess of $3 million.
10. On February 4, 2011, KTA entered into a “Cooperation
(Brokerage) Agreement” with Mirus Futures, LLC (“Mirus”), a
brokerage firm based in Illinois, U.S.A. Mirus terminated the
agreement on April 5, 2012. Between September 2011 and April
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Notices / News Releases
January 4, 2013 (2013) 36 OSCB 14
2012, Khan referred approximately 60 accounts to Mirus and KTA
received referral fees from Mirus totalling approximately
$25,000.
11. In or about September 2011, KTA entered into a Referring
Agreement with Forex Capital Markets Ltd. (“FXCM”), located in
London, United Kingdom. As of July 2012, Khan was still acting in
this capacity and being compensated by FXCM for referring clients
to them. Khan referred at least 19 accounts to Mirus and KTA
received referral fees from Mirus.
Unregistered Advising
12. Khan and KTA have been providing trading advice to their
students, including advising students with respect to which
particular contracts to buy or sell, and at which prices to do so.
Khan and LTA have also been advising by exercising discretionary
trading authority in the accounts of others in a number of cases
(see “Unregistered Trading” below).
13. Further, Khan has instructed and invited students to follow
and copy his trading. Some students follow Khan’s trading live via
an audio link he provides online while others trade in person at
the trading school.
14. Based on this conduct, Khan and KTA are acting as advisors
without being registered in accordance with Ontario commodity
futures law, in breach of subsection 22(1)(b) of the CFA.
Unregistered Trading
15. Khan has exercised discretionary trading authority in
approximately 25 of the accounts of his students by obtaining a
Power of Attorney (“POA”) on the account or by opening a joint
trading account with the individual(s). Where Khan had a POA, he
made all of the trades in the accounts and entered into agreements
entitling him to share in his students’ profits, but not in the
losses.
16. Based on this conduct, Khan and KTA traded in contracts
without being registered in accordance with Ontario commodity
futures law, in breach of subsection 22(1)(a) of the CFA.
IV. CONDUCT CONTRARY TO THE PUBLIC INTEREST
17. Khan and KTA have engaged in conduct contrary to the public
interest by making statements that they knew or reasonably ought to
have known were misleading or untrue while advising their students
in commodity trading. In particular, Khan and KTA made the
following misleading representations to their students, through
advertisements, presentations and/or on Money Plus’ web site:
(a) that they would make $200 to $500 per day, as long as they
followed Khan’s advice, notwithstanding the fact that his students
did not make such returns;
(b) that Khan had a proven track record of generating high rates
of return for his students, notwithstanding the fact that a large
majority of his students sustained losses; and
(c) that Khan was an expert in day trading, notwithstanding that
he has no formal securities training and has never been registered
with the Commission.
18. Khan also failed to disclose his compensation arrangements
with various brokerages (including Global Futures, Mirus and FXCM)
to his students. In particular, his students were not aware that
whether their trades generated profits or losses, Khan received the
same per-trade compensation. While his students were losing the
majority of their funds, unbeknownst to them, Khan was receiving
referral fees from the trades made in their accounts.
19. Further, on January 5, 2010, Staff obtained a written
undertaking from Khan and Money Plus undertaking “not to receive
commissions from the public or trade Derivatives/Forex/
Futures/Options from the public unless registered as required and
in compliance with the Commodities Futures Act”. Khan and KTA’s
ongoing conduct is in contravention of the Undertaking.
V. MISLEADING THE COMMISSION
20. Khan also made statements to Staff that in a material
respect and at the time and in the light of the circumstances under
which the statements were made, were misleading or untrue or did
not state a fact that was required to be stated or that was
necessary to make the statements not misleading. In particular,
Khan misled Staff about:
(a) the nature of the compensation Khan was receiving from
Global Futures: Khan denied receiving compensation based on the
trading of the accounts he referred when in fact he was compensated
in this manner;
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Notices / News Releases
January 4, 2013 (2013) 36 OSCB 15
(b) the process of Khan’s students opening brokerage accounts:
Khan stated that he was not involved in that process when in fact
he was, and instructed students to make misrepresentations in their
applications; and
(c) Khan’s success rate: Khan advised Staff that his students
were successful in their trading when in fact the large majority of
them sustained losses.
21. Based on this conduct, Khan and KTA have violated subsection
55(1)(a) of the CFA and engaged in conduct contrary to the public
interest.
VI. CONDUCT CONTRARY TO ONTARIO COMMODITY FUTURES LAW AND
CONTRARY TO THE PUBLIC INTEREST
22. Staff allege that the foregoing conduct engaged in by the
Respondents constituted breaches of Ontario commodity futures law
and/or was contrary to the public interest. In particular:
(a) The respondents engaged in unregistered trading and advising
in commodity futures, in breach of sections 22(1)(a) and (b) of the
CFA and contrary to the public interest;
(b) The respondents made misrepresentations to Staff and misled
the Commission, in breach of section 55(1)(a) of the CFA and
contrary to the public interest; and
(c) The respondents engaged in conduct contrary to the public
interest by:
(i) making statements that they knew or reasonably ought to have
known were misleading or untrue while advising in commodity
trading;
(ii) failing to disclose the compensation arrangements with
various brokerages to their students; and
(iii) engaging in conduct in contravention of the
Undertaking.
23. The course of conduct engaged in by the Respondents as
described herein compromised the integrity of Ontario’s capital
markets, was abusive to Ontario’s capital markets and was contrary
to the public interest.
24. Staff reserve the right to make such other allegations as
Staff may advise and the Commission may permit.
Dated at Toronto this 19th day of December, 2012
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Notices / News Releases
January 4, 2013 (2013) 36 OSCB 16
1.3 News Releases
1.3.1 OSC Adopts Amendments to Fee Model
FOR IMMEDIATE RELEASE December 20, 2012
OSC ADOPTS AMENDMENTS TO FEE MODEL
TORONTO – The Ontario Securities Commission (OSC) today
published final amendments to OSC Rules 13-502 and 13-503 and their
companion policies, which set the OSC’s funding model for the next
three fiscal years.
This follows careful consideration of the public feedback
received on the proposal published in August 2012. In response, the
OSC revised its proposal while ensuring that fees are aligned more
closely with costs to the OSC in meeting its evolving regulatory
responsibilities. As a result, the OSC has reduced the percentage
increases in participation fees for both reporting issuers and
registrants, and has removed the component of these increases
designed to build a surplus.
“The OSC’s new funding model strikes the right balance between
feedback from market participants and the Commission’s
responsibility to respond to evolving capital market demands,” said
Maureen Jensen, the OSC’s Executive Director and Chief
Administrative Officer. “We have responded appropriately with a
funding model that will enable us to continue to carry out our
important regulatory work for the benefit of investors, while
recognizing the difficult environment for market participants.”
The new fee model better aligns the fees paid by market
participants with the resources employed by the OSC in regulating
their activities. Under the new fee model, fees will remain
unchanged or decrease for 45% of issuers and 55% of
registrants.
Although the OSC acknowledges that many of the entities under
its jurisdiction face difficult economic conditions, it has become
increasingly more costly for securities regulators to oversee the
capital markets. Additionally, enforcement actions have grown
rapidly in scope and complexity, requiring more resources in order
to investigate and prosecute.
The rule amendments have been delivered for approval to the
Minister of Finance. If approved by the Minister of Finance by
February 19, 2013, they come into force on April 1, 2013.
The new model is expected to be in effect for a three-year
period, starting April 1, 2013. Copies of the proposed amendments
and the OSC's response to the comments received are available on
the OSC’s website: www.osc.gov.on.ca.
For media inquiries: [email protected]
Carolyn Shaw-Rimmington Manager, Public Affairs 416-593-2361
Alison Ford Media Relations Specialist 416-593-8307
For investor inquiries:
OSC Contact Centre 416-593-8314 1-877-785-1555 (Toll Free)
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Notices / News Releases
January 4, 2013 (2013) 36 OSCB 17
1.4 Notices from the Office of the Secretary
1.4.1 Rezwealth Financial Services Inc. et al.
FOR IMMEDIATE RELEASE December 19, 2012
IN THE MATTER OF THE SECURITIES ACT,
R.S.O. 1990, c. S.5, AS AMENDED
AND
IN THE MATTER OF REZWEALTH FINANCIAL SERVICES INC.,
PAMELA RAMOUTAR, JUSTIN RAMOUTAR, TIFFIN FINANCIAL CORPORATION,
DANIEL TIFFIN,
2150129 ONTARIO INC., SYLVAN BLACKETT, 1778445 ONTARIO INC. AND
WILLOUGHBY SMITH
TORONTO – The Commission issued an Order in the above named
matter which provides that;
1. the hearing date scheduled for December 19, 2012 is
vacated;
2. on or before February 4, 2013, Staff shall serve and file
with the Commission final written submissions with respect to
alle-gations against the Respondents;
3. on or before February 11, 2013, the Respondents shall serve
and file with the Commission final written submissions, if any;
and
4. the hearing on the merits shall continue on March 1, 2013 at
10:00 a.m. at the office of ASAP Reporting Services Inc. at the Bay
Adelaide Centre, 333 Bay Street, Suite 900, Toronto in order for
the parties to make closing oral submissions, if any.
A copy of the Order dated December 17, 2012 is available at
www.osc.gov.on.ca.
OFFICE OF THE SECRETARY JOHN P. STEVENSON SECRETARY
For media inquiries: [email protected]
Carolyn Shaw-Rimmington Manager, Public Affairs 416-593-2361
Alison Ford Media Relations Specialist 416-593-8307
For investor inquiries:
OSC Contact Centre 416-593-8314 1-877-785-1555 (Toll Free)
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Notices / News Releases
January 4, 2013 (2013) 36 OSCB 18
1.4.2 American Heritage Stock Transfer Inc. et al.
FOR IMMEDIATE RELEASE December 20, 2012
IN THE MATTER OF THE SECURITIES ACT,
R.S.O. 1990, c. S.5, AS AMENDED
AND
IN THE MATTER OF AMERICAN HERITAGE STOCK TRANSFER INC., AMERICAN
HERITAGE STOCK TRANSFER, INC.,
BFM INDUSTRIES INC., LIQUID GOLD INTERNATIONAL CORP.
(aka LIQUID GOLD INTERNATIONAL INC.), NANOTECH INDUSTRIES INC.,
SANDY WINICK,
ANDREA LEE MCCARTHY, KOLT CURRY, LAURA MATEYAK AND GREGORY J.
CURRY
TORONTO – The Commission issued an Order in the above named
matter which provides that:
(i) that pursuant to Rules 1.5.3(3) and 4.3 Staff shall effect
service by sending copies of Staff’s Written Materials, not
including the Exhibits, to the email addresses of Winick and
Curry;
(ii) that pursuant to Rule 4.3 Staff shall advise Curry and
Winick by email that the Disclosure and the Exhibits are available
for pickup at the offices of the Commis-sion by counsel retained to
act in this matter, subject to a written undertaking that such
counsel will not remove the Disclosure or the Exhibits from Canada
in any form, nor allow anyone to do so, and shall not use the
Exhibits or Disclosure, nor allow them to be used, for any
collateral or ulterior purpose.
A copy of the Order dated December 19, 2012 is available at
www.osc.gov.on.ca.
OFFICE OF THE SECRETARY JOHN P. STEVENSON SECRETARY
For media inquiries: [email protected]
Carolyn Shaw-Rimmington Manager, Public Affairs 416-593-2361
Alison Ford Media Relations Specialist 416-593-8307
For investor inquiries:
OSC Contact Centre 416-593-8314 1-877-785-1555 (Toll Free)
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Notices / News Releases
January 4, 2013 (2013) 36 OSCB 19
1.4.3 Blackwood & Rose Inc. et al.
FOR IMMEDIATE RELEASE December 20, 2012
IN THE MATTER OF THE SECURITIES ACT,
R.S.O. 1990, c. S.5, AS AMENDED
AND
IN THE MATTER OF BLACKWOOD & ROSE INC.,
STEVEN ZETCHUS AND JUSTIN KAY
TORONTO – The Office of the Secretary issued a Notice of Hearing
on December 18, 2012 setting the matter down to be heard on
December 31, 2012 at 10:00 a.m. to consider whether it is in the
public interest for the Commission:
(1) to extend the Temporary Order pursuant to subsections 127(7)
and (8) of the Act until the conclusion of the hearing, or until
such further time as considered necessary by the Commission;
and
(2) to make such further orders as the Commission considers
appropriate.
A copy of the Notice of Hearing dated December 18, 2012 and
Temporary Order dated December 18, 2012 are available at
www.osc.gov.on.ca.
OFFICE OF THE SECRETARY JOHN P. STEVENSON SECRETARY
For media inquiries: [email protected]
Carolyn Shaw-Rimmington Manager, Public Affairs 416-593-2361
Alison Ford Media Relations Specialist 416-593-8307
For investor inquiries:
OSC Contact Centre 416-593-8314 1-877-785-1555 (Toll Free)
1.4.4 Vincent Ciccone and Cabo Catoche Corp. (a.k.a. Medra Corp.
and Medra Corporation)
FOR IMMEDIATE RELEASE December 21, 2012
IN THE MATTER OF THE SECURITIES ACT,
R.S.O. 1990, c. S.5, AS AMENDED
AND
IN THE MATTER OF VINCENT CICCONE and CABO CATOCHE CORP.
(a.k.a. MEDRA CORP. and MEDRA CORPORATION)
TORONTO – Following the hearing held on December 19, 2012, the
Commission issued an Order in the above named matter with certain
provisions. The Merits Hearing will be reconvened on April 2, 2013
for the purpose of hearing oral closing submissions of Staff and
Medra.
A copy of the Order dated December 19, 2012 is available at
www.osc.gov.on.ca.
OFFICE OF THE SECRETARY JOHN P. STEVENSON SECRETARY
For media inquiries: [email protected]
Carolyn Shaw-Rimmington Manager, Public Affairs 416-593-2361
Alison Ford Media Relations Specialist 416-593-8307
For investor inquiries:
OSC Contact Centre 416-593-8314 1-877-785-1555 (Toll Free)
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Notices / News Releases
January 4, 2013 (2013) 36 OSCB 20
1.4.5 Northern Securities Inc. et al.
FOR IMMEDIATE RELEASE December 21, 2012
IN THE MATTER OF THE SECURITIES ACT,
R.S.O. 1990, c. S.5, AS AMENDED
AND
IN THE MATTER OF NORTHERN SECURITIES INC.,
VICTOR PHILIP ALBOINI, DOUGLAS MICHAEL CHORNOBOY AND
FREDERICK EARL VANCE
AND
IN THE MATTER OF DECISIONS OF A HEARING PANEL OF THE
INVESTMENT INDUSTRY REGULATORY ORGANIZATION OF CANADA DATED
JULY 23, 2012 and NOVEMBER 10, 2012
TORONTO – The Commission issued an Order in the above named
matter, which provides that (1) the Hearing and Review is scheduled
for February 14, 15 and 20, 2013; and (2) pursuant to section 21.7
and subsection 8(4) of the Act, the sanctions and penalties imposed
by the IIROC Hearing Panel are stayed until February 22, 2013, or
further order of the Commission.
A copy of the Order dated December 17, 2012 is available at
www.osc.gov.on.ca.
OFFICE OF THE SECRETARY JOHN P. STEVENSON SECRETARY
For media inquiries: [email protected]
Carolyn Shaw-Rimmington Manager, Public Affairs 416-593-2361
Alison Ford Media Relations Specialist 416-593-8307
For investor inquiries:
OSC Contact Centre 416-593-8314 1-877-785-1555 (Toll Free)
1.4.6 Fawad Ul Haq Khan and Khan Trading Associates Inc.
carrying on business as Money Plus
FOR IMMEDIATE RELEASE December 21, 2012
IN THE MATTER OF THE COMMODITY FUTURES ACT, R.S.O. 1990, c.
C.20, AS AMENDED
AND
IN THE MATTER OF FAWAD UL HAQ KHAN and
KHAN TRADING ASSOCIATES INC.
TORONTO – The Office of the Secretary issued a Notice of Hearing
on December 20, 2012 setting the matter down to be heard on
February 5, 2013 at 9:00 a.m. or as soon thereafter as the hearing
can be held in the above named matter.
A copy of the Notice of Hearing dated December 20, 2012 and
Statement of Allegations of Staff of the Ontario Securities
Commission dated December 19, 2012 are available at
www.osc.gov.on.ca.
OFFICE OF THE SECRETARY JOHN P. STEVENSON SECRETARY
For media inquiries: [email protected]
Carolyn Shaw-Rimmington Manager, Public Affairs 416-593-2361
Alison Ford Media Relations Specialist 416-593-8307
For investor inquiries:
OSC Contact Centre 416-593-8314 1-877-785-1555 (Toll Free)
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Notices / News Releases
January 4, 2013 (2013) 36 OSCB 21
1.4.7 Normand Gauthier et al.
FOR IMMEDIATE RELEASE December 21, 2012
IN THE MATTER OF THE SECURITIES ACT,
R.S.O. 1990, c. S.5, AS AMENDED
AND
IN THE MATTER OF NORMAND GAUTHIER,
GENTREE ASSET MANAGEMENT INC., R.E.A.L. GROUP FUND III (CANADA)
LP, AND
CANPRO INCOME FUND I, LP
TORONTO – The Commission issued an Order in the above named
matter which provides that:
(1) a confidential pre-hearing conference shall take place on
March 7, 2013 at 10:00 a.m. or such other date or at such other
time as set by the Office of the Secretary and agreed to by the
parties;
(2) a confidential pre-hearing conference shall take place on
August 15, 2013 at 10:00 a.m. or such other date or at such other
time as set by the Office of the Secretary and agreed to by the
parties; and
(3) the hearing on the merits shall commence on October 15, 2013
and will continue until October 29, 2013 except for October 22,
2013.
A copy of the Order dated December 18, 2012 is available at
www.osc.gov.on.ca.
OFFICE OF THE SECRETARY JOHN P. STEVENSON SECRETARY
For media inquiries: [email protected]
Carolyn Shaw-Rimmington Manager, Public Affairs 416-593-2361
Alison Ford Media Relations Specialist 416-593-8307
For investor inquiries:
OSC Contact Centre 416-593-8314 1-877-785-1555 (Toll Free)
1.4.8 Shallow Oil & Gas Inc. et al.
FOR IMMEDIATE RELEASE December 24, 2012
IN THE MATTER OF THE SECURITIES ACT,
R.S.O. 1990, c. S.5, AS AMENDED
AND
IN THE MATTER OF SHALLOW OIL & GAS INC., ERIC O’BRIEN,
ABEL DA SILVA, ABRAHAM HERBERT GROSSMAN also known as ALLEN
GROSSMAN
and KEVIN WASH
TORONTO – The Commission issued its Reasons and Decision on
Sanctions and an Order in the above noted matter.
A copy of the Reasons and Decision on Sanctions and the Order
dated December 21, 2012 are available at www.osc.gov.on.ca.
OFFICE OF THE SECRETARY JOHN P. STEVENSON SECRETARY
For media inquiries: [email protected]
Carolyn Shaw-Rimmington Manager, Public Affairs 416-593-2361
Alison Ford Media Relations Specialist 416-593-8307
For investor inquiries:
OSC Contact Centre 416-593-8314 1-877-785-1555 (Toll Free)
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Notices / News Releases
January 4, 2013 (2013) 36 OSCB 22
1.4.9 Global Energy Group, Ltd. et al.
FOR IMMEDIATE RELEASE December 24, 2012
IN THE MATTER OF THE SECURITIES ACT,
R.S.O. 1990, c. S.5, AS AMENDED
AND
IN THE MATTER OF GLOBAL ENERGY GROUP, LTD.,
NEW GOLD LIMITED PARTNERSHIPS, CHRISTINA HARPER, VADIM TSATSKIN,
MICHAEL SCHAUMER, ELLIOT FEDER,
ODED PASTERNAK, ALAN SILVERSTEIN, HERBERT GROBERMAN, ALLAN
WALKER,
PETER ROBINSON, VYACHESLAV BRIKMAN, NIKOLA BAJOVSKI, BRUCE COHEN
AND
ANDREW SHIFF
TORONTO – Following the hearing on the merits in the above noted
matter, the Commission issued its Reasons and Decision.
The Commission also issued an Order which provides that (1) the
parties shall appear before the Commission on January 15, 2013, at
3:00 p.m. at the offices of ASAP Reporting Services Inc., Bay
Adelaide Centre, 333 Bay Street, Suite 900, Toronto, ON, for the
purpose of scheduling dates for a sanctions and costs hearing; and
(2) for the sake of clarity, the Temporary Order, as it pertains to
Global Energy, New Gold, Tsatskin, Harper, Groberman, Bajovski,
Cohen and Shiff is extended until the conclusion of the sanctions
and costs hearing.
A copy of the Reasons and Decision and the Order dated December
21, 2012 are available at www.osc.gov.on.ca.
OFFICE OF THE SECRETARY JOHN P. STEVENSON SECRETARY
For media inquiries: [email protected]
Carolyn Shaw-Rimmington Manager, Public Affairs 416-593-2361
Alison Ford Media Relations Specialist 416-593-8307
For investor inquiries:
OSC Contact Centre 416-593-8314 1-877-785-1555 (Toll Free)
1.4.10 Bernard Boily
FOR IMMEDIATE RELEASE December 24, 2012
IN THE MATTER OF THE SECURITIES ACT,
R.S.O. 1990, c. S.5, AS AMENDED
AND
IN THE MATTER OF BERNARD BOILY
TORONTO – The Commission issued an Order in the above named
matter which provides that (1) the dates set for the hearing on the
merits of this matter which had been scheduled for November 21, 22,
23, 26, 27, 28, 29 and 30 and December 3, 5, 6, 7, 10, 11, 12, 13
and 14, 2012 be vacated; and (2) the hearing on the merits shall
commence on March 25, 2013 at 10:00 a.m. and shall continue
thereafter on March 27 and 28, April 8, 10, 11, 12, 17 and 19, May
13, 14, 15, 16, 17 and 22, and June 24, 25, 26, 27 and 28,
2013.
A copy of the Order dated December 21, 2012 is available at
www.osc.gov.on.ca.
OFFICE OF THE SECRETARY JOHN P. STEVENSON SECRETARY
For media inquiries: [email protected]
Carolyn Shaw-Rimmington Manager, Public Affairs 416-593-2361
Alison Ford Media Relations Specialist 416-593-8307
For investor inquiries:
OSC Contact Centre 416-593-8314 1-877-785-1555 (Toll Free)
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Notices / News Releases
January 4, 2013 (2013) 36 OSCB 23
1.4.11 New Hudson Television LLC and James Dmitry Salganov
FOR IMMEDIATE RELEASE December 24, 2012
IN THE MATTER OF THE SECURITIES ACT,
R.S.O. 1990, c. S.5, AS AMENDED
AND
IN THE MATTER OF NEW HUDSON TELEVISION LLC &
JAMES DMITRY SALGANOV
TORONTO – The Commission issued an Order in the above named
matter which provides that the status hearing shall continue on
March 5, 2013 at 10:00 a.m. or such other date and time as set by
the Office of the Secretary.
A copy of the Order dated December 20, 2012 is available at
www.osc.gov.on.ca.
OFFICE OF THE SECRETARY JOHN P. STEVENSON SECRETARY
For media inquiries: [email protected]
Carolyn Shaw-Rimmington Manager, Public Affairs 416-593-2361
Alison Ford Media Relations Specialist 416-593-8307
For investor inquiries:
OSC Contact Centre 416-593-8314 1-877-785-1555 (Toll Free)
1.4.12 New Hudson Television Corporation et al.
FOR IMMEDIATE RELEASE December 24, 2012
IN THE MATTER OF THE SECURITIES ACT,
R.S.O. 1990, c. S.5, AS AMENDED
AND
IN THE MATTER OF NEW HUDSON TELEVISION CORPORATION,
NEW HUDSON TELEVISION L.L.C. & JAMES DMITRY SALGANOV
TORONTO – The Commission issued an Order in the above named
matter which provides that the Amended Temporary Order is extended
to June 13, 2013 at 10:00 a.m., and the hearing to consider any
further extension of the Amended Temporary Order is to be held on
June 6, 2013 at 10:00 a.m., or such other date and time as set by
the Office of the Secretary.
A copy of the Temporary Order dated December 20, 2012 is
available at www.osc.gov.on.ca.
OFFICE OF THE SECRETARY JOHN P. STEVENSON SECRETARY
For media inquiries: [email protected]
Carolyn Shaw-Rimmington Manager, Public Affairs 416-593-2361
Alison Ford Media Relations Specialist 416-593-8307
For investor inquiries:
OSC Contact Centre 416-593-8314 1-877-785-1555 (Toll Free)
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Notices / News Releases
January 4, 2013 (2013) 36 OSCB 24
1.4.13 Knowledge First Financial Inc.
FOR IMMEDIATE RELEASE December 24, 2012
IN THE MATTER OF THE SECURITIES ACT,
R.S.O. 1990, c. S.5, AS AMENDED
AND
IN THE MATTER OF KNOWLEDGE FIRST FINANCIAL INC.
TORONTO – The Commission issued an Order in the above named
matter with certain provisions pursuant to section 127 of the Act.
The Temporary Order is extended to March 22, 2013 or until such
further order of the Commission and the hearing is adjourned to
March 21, 2013 at 9:00 a.m. for the purpose of providing the
Commission with an update on the work completed by the Monitor and
the Consultant and to consider whether any changes are required to
the Terms and Conditions.
A copy of the Order dated December 20, 2012 is available at
www.osc.gov.on.ca.
OFFICE OF THE SECRETARY JOHN P. STEVENSON SECRETARY
For media inquiries: [email protected]
Carolyn Shaw-Rimmington Manager, Public Affairs 416-593-2361
Alison Ford Media Relations Specialist 416-593-8307
For investor inquiries:
OSC Contact Centre 416-593-8314 1-877-785-1555 (Toll Free)
1.4.14 Heritage Education Funds Inc.
FOR IMMEDIATE RELEASE December 24, 2012
IN THE MATTER OF THE SECURITIES ACT,
R.S.O. 1990, c. S.5, AS AMENDED
AND
IN THE MATTER OF HERITAGE EDUCATION FUNDS INC.
TORONTO – The Commission issued an Order in the above named
matter with certain provisions pursuant to section 127 of the Act.
The Temporary Order is extended to March 22, 2013 or until such
further order of the Commission and the hearing is adjourned to
March 21, 2013 at 9:00 a.m. for the purpose of providing the
Commission with an update on the work completed by the Monitor and
the Consultant and to consider whether any changes are required to
the Terms and Conditions.
A copy of the Order dated December 20, 2012 is available at
www.osc.gov.on.ca.
OFFICE OF THE SECRETARY JOHN P. STEVENSON SECRETARY
For media inquiries: [email protected]
Carolyn Shaw-Rimmington Manager, Public Affairs 416-593-2361
Alison Ford Media Relations Specialist 416-593-8307
For investor inquiries:
OSC Contact Centre 416-593-8314 1-877-785-1555 (Toll Free)
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Notices / News Releases
January 4, 2013 (2013) 36 OSCB 25
1.4.15 Colby Cooper Capital Inc. et al.
FOR IMMEDIATE RELEASE December 24, 2012
IN THE MATTER OF THE SECURITIES ACT,
R.S.O. 1990, c. S.5, AS AMENDED
AND
IN THE MATTER OF COLBY COOPER CAPITAL INC.
COLBY COOPER INC., PAC WEST MINERALS LIMITED JOHN DOUGLAS LEE
MASON
TORONTO – The Commission issued an Order in the above named
matter which provides that a confidential pre-hearing conference
shall take place on March 25, 2013 at 9:00 a.m. or on such other
date or at such other time as set by the Office of the Secretary
and agreed to by the parties.
The pre-hearing conference will be in camera.
A copy of the Order dated December 19, 2012 is available at
www.osc.gov.on.ca.
OFFICE OF THE SECRETARY JOHN P. STEVENSON SECRETARY
For media inquiries: [email protected]
Carolyn Shaw-Rimmington Manager, Public Affairs 416-593-2361
Alison Ford Media Relations Specialist 416-593-8307
For investor inquiries:
OSC Contact Centre 416-593-8314 1-877-785-1555 (Toll Free)
1.4.16 Blackwood & Rose Inc. et al.
FOR IMMEDIATE RELEASE January 2, 2013
IN THE MATTER OF THE SECURITIES ACT,
R.S.O. 1990, c. S.5, AS AMENDED
AND
IN THE MATTER OF BLACKWOOD & ROSE INC., STEVEN ZETCHUS
and JUSTIN KRELLER (also known as JUSTIN KAY)
TORONTO – The Commission issued a Temporary Order in the above
named matter which provides that:
(i) the style of cause of this proceeding and the terms of the
Temporary Order shall be amended to reflect that “Justin Kay” is a
name used by Justin Kreller;
(ii) the Temporary Order, as amended, is extended to March 7,
2013 or until further order of the Commission; and
(iii) the hearing is adjourned until March 6, 2013 at 10:00 a.m.
or such other date or time as provided by the Office of the
Secretary and agreed to by the parties.
A copy of the Temporary Order dated December 31, 2012 is
available at www.osc.gov.on.ca
OFFICE OF THE SECRETARY JOHN P. STEVENSON SECRETARY
For media inquiries: [email protected]
Carolyn Shaw-Rimmington Manager, Public Affairs 416-593-2361
Alison Ford Media Relations Specialist 416-593-8307
For investor inquiries:
OSC Contact Centre 416-593-8314 1-877-785-1555 (Toll Free)
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January 4, 2013 (2013) 36 OSCB 26
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January 4, 2013 (2013) 36 OSCB 27
Chapter 2
Decisions, Orders and Rulings
2.1 Decisions
2.1.1 HollyFrontier Corporation
Headnote
National Policy 11-203 Process for Exemptive Relief Applications
in Multiple Jurisdictions – Foreign issuer applying for a "not a
reporting issuer" decision – Issuer generally meets the criteria
under the modified approach for foreign issuers set out in CSA
Staff Notice 12-307 Applications for a Decision that an Issuer is
not a Reporting Issuer – Relief granted.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., s.
1(10)(a)(ii).
Citation: HollyFrontier Corporation, Re, 2012 ABASC 532
December 18, 2012
IN THE MATTER OF THE SECURITIES LEGISLATION OF
ALBERTA AND ONTARIO (THE JURISDICTIONS)
AND
IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF
APPLICATIONS IN MULTIPLE JURISDICTIONS
AND
IN THE MATTER OF HOLLYFRONTIER CORPORATION
(THE FILER)
DECISION
Background
The securities regulatory authority or regulator in each of the
Jurisdictions (the Decision Maker) has received an application from
the Filer for a decision under the securities legislation of the
Jurisdictions (the Legislation) that the Filer is not a reporting
issuer.
Under the Process for Exemptive Relief Applications in Multiple
Jurisdictions (for a coordinated review application):
(a) the Alberta Securities Commission is the principal regulator
for this application; and
(b) this decision is the decision of the principal regulator and
evidences the decision of each other Decision Maker.
Interpretation
Terms defined in National Instrument 14-101 Definitionshave the
same meaning if used in this decision, unless otherwise defined
herein.
Representations
This Decision is based on the following facts represented by the
Filer:
1. Pursuant to an agreement and plan of merger dated as of
February 21, 2011 among Holly Corporation (Holly), North
Acquisition, Inc. (a wholly-owned subsidiary of Holly formed for
the sole purpose of effecting the Merger (as defined below)) and
Frontier Oil Corporation (Frontier), Holly indirectly acquired all
of the outstanding common stock of Frontier (the Merger) on July 1,
2011. Pursuant to the Merger, Frontier share-holders received
0.4811 shares of Holly common stock for each share of Frontier
common stock held. As a result of the Merger, Frontier became a
wholly-owned subsidiary of Holly and Holly changed its name to
HollyFrontier Corporation. Subsequent to the Merger, on July 1,
2011, Frontier merged with and into the Filer, with the Filer
surviving the merger. Frontier was previously a reporting issuer in
Alberta and Ontario and, as a result of the Merger, the Filer
became a reporting issuer in Alberta and Ontario but is not a
reporting issuer in any other jurisdiction of Canada.
2. The Filer is a corporation organized and existing under the
laws of Delaware.
3. The Filer is headquartered in Dallas, Texas and is an
independent petroleum refiner and marketer that produces high value
light products such as gasoline, diesel fuel, jet fuel and other
specialty products.
4. The common stock of the Filer trades on the New York Stock
Exchange (the NYSE) under the symbol "HFC" and prior to delisting,
the common stock of Frontier previously traded on the NYSE under
the symbol "FTO" and the common stock of Holly previously traded on
the NYSE under the symbol "HOC".
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Decisions, Orders and Rulings
January 4, 2013 (2013) 36 OSCB 28
5. The Filer is a Securities and Exchange Commission (SEC)
foreign issuer that is subject to the reporting requirements of the
Securities Exchange Act of 1934, as amended (the U.S.Legislation).
The Filer qualifies as a "SEC foreign issuer" under National
Instrument 71-102 Continuous Disclosure and Other Exemptions
Relating to Foreign Issuers.
6. The Filer files all continuous disclosure reports required
under U.S. securities laws with the SEC on Electronic
Data-Gathering Analysis and Retrieval (EDGAR), where such
information is publicly available. The Filer is not in default of
any reporting or other requirement under any jurisdiction of Canada
or the U.S. Legislation.
7. The Filer has never been a reporting issuer in any other
Canadian jurisdiction apart from Alberta and Ontario. The Filer has
never publicly issued any securities in Canada other than in
connection with or pursuant to the Merger.
8. The Filer is not subject to the requirement to create an
issuer profile supplement on SEDI by reason that it is a "foreign
issuer (SEDAR)" as defined in National Instrument 13-101 System for
Electronic Document Analysis and Retrieval. The Filer has never
filed a notice of election to become an electronic filer on the
System for Electronic Document Analysis and Retrieval.
9. As of July 31, 2012, the Filer had 203,553,780 shares of
common stock outstanding.
10. As of June 30, 2012, the Filer had the following securities
outstanding:
(a) USD $286.8 million principal amount of 9.875% Senior Notes
maturing June 2017 (the 9.875% Senior Notes);
(b) USD $150 million principal amount of 6.875% Senior Notes
maturing November 2018 (the 6.875% Senior Notes); and
(c) USD $200 million principal amount of 8.5% Senior Notes
maturing September 2016 (the 8.5% Senior Notes).
In addition, the Filer owns a 42% interest in Holly Energy
Partners, L.P. (HEP). As of June 30, 2012, HEP had the following
securities outstanding, which remain outstanding:
(a) USD $300 million principal amount of 6.5% Senior Notes
maturing March 2020 (the 6.5% Senior Notes); and
(b) USD $150 million principal amount of 8.25% Senior Notes
maturing March 2018 (the 8.25% Senior Notes).
11. Other than the foregoing, neither the Filer nor any of its
subsidiaries or affiliates including HEP have any other securities
outstanding.
12. The 6.875% Senior Notes and 8.5% Senior Notes were issued in
a registered public offering under the Securities Act of 1933 (the
1933 Act). The 9.875% Senior Notes were issued in a private
placement conducted pursuant to Rule 144A and Regulation S under
the 1933 Act. These notes do not trade on any stock exchange;
however, they do trade through the PORTAL Market.
13. The 6.5% Senior Notes were sold in a private placement under
Rule 144A of the 1933 Act and subsequently registered. The 8.25%
Senior Notes were sold in a private placement under Rules 144A and
Regulation S of the 1933 Act. These notes do not trade on any stock
exchange; however, they do trade through the PORTAL Market.
14. There are 561 beneficial holders of the issued common stock
(Common Shares) of the Filer resident in Canada. These individuals
(the Shareholders) reside throughout Canada and hold 705,592 Common
Shares, representing 0.3% of Common Shares outstanding worldwide
and representing 1.2% of the total number of beneficial holders of
Common Shares worldwide. There are approximately 48,000 beneficial
holders of Common Shares worldwide.
15. There are no beneficial holders of the issued 9.875% Senior
Notes resident in Canada.
16. There is one beneficial holder of the issued 6.875% Senior
Notes resident in Canada. This individual (the 6.875% Holder)
resides in Ontario and holds 6.875% Senior Notes having a principal
amount of $217,000 (USD), representing 0.1% of the aggregate
principal amount of the 6.875% Senior Notes outstanding worldwide
and repre-senting 0.3% of the total number of beneficial holders of
the 6.875% Senior Notes worldwide. There are 362 beneficial holders
of the 6.875% Senior Notes worldwide.
17. There are six beneficial holders of the issued 8.5% Senior
Notes resident in Canada. These individuals (the 8.5% Holders)
reside in Ontario and hold 8.5% Senior Notes having a principal
amount of $2.7 million (USD), representing 1.4% of the aggregate
principal amount of the 8.5% Senior Notes outstanding worldwide and
repre-senting 0.8% of the total number of beneficial holders of the
8.5% Senior Notes worldwide. There are 758 beneficial holders of
the 8.5% Senior Notes worldwide.
18. There is one beneficial holder of the issued 6.5% Senior
Notes of HEP resident in Canada. This individual (the 6.5% HEP
Holder) resides in
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Decisions, Orders and Rulings
January 4, 2013 (2013) 36 OSCB 29
Ontario and holds 6.5% HEP Senior Notes having a principal
amount of $380,000 (USD), repre-senting 0.1% of the aggregate
principal amount of the 6.5% HEP Senior Notes outstanding worldwide
and representing 0.4% of the total number of beneficial holders of
the 6.5% HEP Senior Notes worldwide. There are 273 beneficial
holders of the 6.5% HEP Senior Notes worldwide.
19. There is one beneficial holder of the issued 8.25% Senior
Notes of HEP resident in Canada. This individual (the 8.25% HEP
Holder) resides in Ontario and holds 8.25% HEP Senior Notes having
a principal amount of $141,000 (USD), representing 0.1% of the
aggregate principal amount of the 8.25% HEP Senior Notes
out-standing worldwide and representing 0.8% of the total number of
beneficial holders of the 8.25% HEP Senior Notes worldwide. There
are 129 beneficial holders of the 8.25% HEP Senior Notes
worldwide.
20. The 9.875% Holder, 6.875% Holder and 8.5% Holders are,
collectively, the "Filer Debt Holders"and the 6.5% HEP Holder and
8.25% HEP Holder are, collectively, the "HEP Debt Holders".
21. The principal amount of debt securities of the Filer held by
the Filer Debt Holders represent only 0.5% of the aggregate
principal amount of the Filer's outstanding debt securities
worldwide.
22. The Filer Debt Holders represent only 0.6% of the total
number of beneficial holders of the Filer's issued debt securities
worldwide (there are 1,121 beneficial holders of such
securities).
23. The principal amount of debt securities of HEP held by the
HEP Debt Holders represent only 0.1% of the aggregate principal
amount of HEP's outstanding debt securities worldwide.
24. The HEP Debt Holders represent only 0.5% of the total number
of beneficial holders of HEP's issued debt securities worldwide
(there are 402 beneficial holders of such securities).
25. The information regarding the beneficial holders of the
Filer's and HEP's securities was obtained through Broadridge
Financial Solutions, Inc. (Broadridge) which conducted geographical
surveys of all beneficial holders using the CUSIP identifier for
each security issued by the Filer and HEP.
26. Based upon the information and diligent inquiries set out
above, the Filer has concluded that residents of Canada do not:
(a) directly or indirectly beneficially own more than 2% of each
class or series of outstanding securities (including debt
securities) of the Filer worldwide; and
(b) directly or indirectly comprise more than 2% of the total
number of securityholders of the Filer worldwide.
27. No securities of the Filer, Frontier or Holly have ever been
listed, traded, or quoted on a marketplace in Canada as defined in
National Instrument 21-101 Marketplace Operation.
28. In the 12 months before applying for the decision, none of
the Filer, Holly or Frontier has taken any steps that indicate
there is a market for its securities in Canada. The Filer has no
plans to seek a public offering of its securities in Canada and
does not intend to have any of its securities listed or maintained
on a Canadian marketplace or exchange.
29. The Filer has provided advance notice to Canadian resident
securityholders in a press release that it has applied to the
securities regulatory authorities for a decision that it cease to
be a reporting issuer in the Jurisdictions and the Filer has not
received any complaints from Canadian securityholders in connection
with it no longer being a reporting issuer in any jurisdiction in
Canada.
30. The Filer is not eligible to file under the simplified
procedure in CSA Staff Notice 12-307 Appli-cations for a Decision
that an issuer is not a Reporting Issuer (CSA Notice 12-307) as the
Filer is a reporting issuer whose outstanding securities at the
date hereof are beneficially owned, directly or indirectly, by more
than 50 persons.
31. The Filer otherwise meets the conditions of CSA Notice
12-307 as they apply to foreign issuers.
32. The Filer is not in default of any of the requirements of
the Legislation of the Juris-dictions.
33. The Filer is subject to the reporting requirements of the
U.S. Legislation applicable to corporations.
34. All of the Filer's securityholders resident in each of the
Jurisdictions will continue to have immediate access to the same
continuous disclosure docu-ments through the EDGAR database
maintained by the SEC that are currently being provided to the
securities regulatory authorities in each of the Jurisdictions.
35. The Filer undertakes to concurrently deliver to its Canadian
securityholders, all disclosure docu-ments the Filer would be
required under U.S. securities law or exchange requirements to
deliver to U.S. resident securityholders.
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Decisions, Orders and Rulings
January 4, 2013 (2013) 36 OSCB 30
Decision
Each of the Decision Makers is satisfied that the decision meets
the test set out in the Legislation for the Decision Maker to make
the decision.
The decision of the Decision Makers under the Legislation is
that the Filer is deemed to have ceased to be a reporting
issuer.
“Blaine Young” Associate Director, Corporate Finance
2.1.2 Sierra Metals Inc. (formerly Dia Bras Exploration
Inc.)
Headnote
National Policy 11-203 Process for Exemptive Relief Applications
in Multiple Jurisdictions – National Instrument 51-102 Continuous
Disclosure Obligations, s. 13.1 – National Instrument 52-109
Certification of Disclosure in Issuers’ Annual and Interim Filings,
s. 4.5 – National Instrument 52-110 Audit Committees, s. 8.1 –
National Instrument 58-101 Disclosure of Corporate Governance
Practices, s. 3.1 – General – Filer seeks relief from the
requirement in s. 1.1 definition of “venture issuer”, that a
reporting issuer not have any of its securities listed or quoted on
a marketplace outside of Canada and the United States of America,
in order to become listed on the Risk Capital Segment of the Lima
Stock Exchange Segmento de Capital de Riesgo da la Bolsa de Valores
de Lima) (the Exchange).
Applicable Legislative Provisions
National Instrument 51-102 Continuous Disclosure Obligations, s.
13.1.
National Instrument 52-109 Certification of Disclosure in
Issuers’ Annual and Interim Filings, s. 8.6.
National Instrument 52-110 Audit Committees, s. 8.1. National
Instrument 58-101 Disclosure of Corporate
Governance Practices, s. 3.1.
December 18, 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 SIERRA METALS INC.
FORMERLY DIA BRAS EXPLORATION INC. (the “Filer”)
DECISION
Background
The principal regulator in the Jurisdiction has received an
application from the Filer for a decision under the securities
legislation of the Jurisdiction (the “Legislation”) for relief from
the requirement in the definition of "venture issuer" in section
1.1 of each of National Instrument 51-10