ontario securities commission osc bulletin april 1, 2011 volume 34, issue 13 (2011), 34 oscb the...

The Ontario Securities Commission

OSC Bulletin

April 1, 2011

Volume 34, Issue 13

(2011), 34 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 1-800-387-5164

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- Team 1: Fax: 416-593-8244 - Team 2: Fax: 416-593-3683 - Team 3: Fax: 416-593-8252 - Insider Reporting: Fax: 416-593-3666 - Mergers and Acquisitions: Fax: 416-593-8177

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© Copyright 2011 Ontario Securities Commission ISSN 0226-9325 Except Chapter 7 ©CDS INC.

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April 1, 2011 (2011) 34 OSCB

Table of Contents Chapter 1 Notices / News Releases ...................... 3713 1.1 Notices .......................................................... 3713 1.1.1 Current Proceedings before the Ontario Securities Commission ...................... 3713 1.1.2 OSC Staff Notice 11-739 (Revised) – Policy Reformulation Table of Concordance and List of New Instruments ..................................................... 3722 1.1.3 OSC Staff Notice 41-702 – Prospectus Practice Directive #1 – Personal information forms and other procedural matters regarding preliminary prospectus filings ............................................ 3725 1.1.4 OSC Staff Notice 41-703 – Corporate Finance Prospectus Practice Directive #2 – Exemption from certain prospectus requirements to be evidenced by a receipt ................................... 3727 1.2 Notices of Hearing ........................................ 3729 1.2.1 QuantFX Asset Management Inc. et al. – ss. 37, 127 .......................................... 3729 1.2.2 Innovative Gifting Inc. et al. – ss. 127(1), 127.1 ........................................ 3729 1.2.3 Bernard Boily – ss. 127, 127.1 ....................... 3730 1.2.4 Marlon Gary Hibbert et al. – ss. 127(7), 127.1 ........................................ 3736 1.3 News Releases ............................................. 3740 1.3.1 CSA, IIROC and MFDA launch expanded disciplined persons list ................... 3740 1.3.2 Canadian Securities Regulators Propose Enhanced Oversight of Securitized Products ...................................... 3742 1.4 Notices from the Office of the Secretary ............................................ 3743 1.4.1 QuantFX Asset Management Inc. et al. ............................................................... 3743 1.4.2 North American Financial Group Inc. et al. ............................................................... 3743 1.4.3 Rezwealth Financial Services Inc. et al. ............................................................... 3744 1.4.4 L. Jeffrey Pogachar et al................................. 3744 1.4.5 Innovative Gifting Inc. et al. ............................ 3745 1.4.6 Bernard Boily .................................................. 3745 1.4.7 Simply Wealth Financial Group Inc. et al. ............................................................... 3746 1.4.8 Innovative Gifting Inc. et al. ............................ 3746 1.4.9 Marlon Gary Hibbert et al. .............................. 3747 Chapter 2 Decisions, Orders and Rulings ............ 3749 2.1 Decisions ...................................................... 3749 2.1.1 Schneider Electric S.A. ................................... 3749 2.1.2 Pareto Corporation – s. 1(10) ......................... 3755 2.1.3 CI Investments Inc. ......................................... 3755 2.1.4 Uranium One Inc. ........................................... 3759 2.1.5 Star Hedge Managers Corp. II ........................ 3764 2.1.6 RBC Global Asset Management Inc. .............. 3766

2.1.7 Goodman & Company, Investment Counsel Ltd. ................................ 3770 2.1.8 Premium Income Corporation et al. .............. 3776 2.1.9 Bank of Montreal et al. – s. 5.1 of OSC Rule 48-501 Trading During Distributions, Formal Bids and Share Exchange Transactions ................................. 3780 2.2 Orders ........................................................... 3784 2.2.1 Intact Financial Corporation – s. 104(2)(c) ................................................ 3784 2.2.2 North American Financial Group Inc. et al. – ss. 127(7), 127(8) ........................ 3786 2.2.3 Canadian Derivatives Clearing Corporation – s. 147 ...................................... 3788 2.2.4 Rezwealth Financial Services Inc. et al. – ss. 127(1), 127(7), 127(8) .................. 3791 2.2.5 L. Jeffrey Pogachar et al. – s. 127 ................. 3792 2.2.6 Simply Wealth Financial Group Inc. et al. – s. 127 ................................................. 3793 2.2.7 Innovative Gifting Inc. et al. – s. 127(1) ..................................................... 3793 2.3 Rulings .......................................................... 3794 2.3.1 Gestion Placements Desjardins Inc. / Desjardins Investment Management Inc. – s. 74(1) ................................................. 3794 Chapter 3 Reasons: Decisions, Orders and Rulings .................................................. 3799 3.1 OSC Decisions, Orders and Rulings .......... 3799 3.1.1 Innovative Gifting Inc. et al. ........................... 3799 3.2 Court Decisions, Order and Rulings ............ (nil) Chapter 4 Cease Trading Orders .......................... 3809 4.1.1 Temporary, Permanent & Rescinding Issuer Cease Trading Orders ......................... 3809 4.2.1 Temporary, Permanent & Rescinding Management Cease Trading Orders ............. 3809 4.2.2 Outstanding Management & Insider Cease Trading Orders ................................... 3809 Chapter 5 Rules and Policies .................................. (nil) Chapter 6 Request for Comments ........................ 3811 6.1.1 Proposed NI 41-103 Supplementary Prospectus Disclosure Requirements for Securitized Products, Proposed NI 51-106 Continuous Disclosure Requirements for Securitized Products, Proposed Amendments to NI 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, Proposed Amendments to NI 45-106 Prospectus and Registration Exemptions and NI 45-102 Resale of Securities, and Proposed Consequential Amendments.......... 3811

Table of Contents

April 1, 2011 (2011) 34 OSCB

Chapter 7 Insider Reporting................................... 3893 Chapter 8 Notice of Exempt Financings ............... 4007

Reports of Trades Submitted on Forms 45-106F1 and 45-501F1 .............. 4007

Chapter 9 Legislation .............................................. (nil) Chapter 11 IPOs, New Issues and Secondary Financings ............................................. 4015 Chapter 12 Registrations ......................................... 4023 12.1.1 Registrants ..................................................... 4023 Chapter 13 SROs, Marketplaces and

Clearing Agencies .................................. (nil) 13.1 SROs............................................................... (nil) 13.2 Marketplaces .................................................. (nil) 13.3 Clearing Agencies ......................................... (nil) Chapter 25 Other Information ................................... (nil) Index ............................................................................ 4025

April 1, 2011 (2011) 34 OSCB 3713

Chapter 1

Notices / News Releases

1.1 Notices

1.1.1 Current Proceedings Before The Ontario Securities Commission

April 1, 2011

CURRENT PROCEEDINGS

BEFORE

ONTARIO SECURITIES COMMISSION

- - - - - - - - - - - - - - - - - - - - - - - - -

Unless otherwise indicated in the date column, all hearings will take place at the following location:

The Harry S. Bray Hearing Room Ontario Securities Commission Cadillac Fairview Tower Suite 1700, Box 55 20 Queen Street West Toronto, Ontario M5H 3S8

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 Sinan O. Akdeniz — SOA James D. Carnwath — JDC Mary G. Condon — MGC Margot C. Howard — MCH Kevin J. Kelly — KJK Paulette L. Kennedy — PLK Edward P. Kerwin — EPK Vern Krishna __ VK Christopher Portner — CP Charles Wesley Moore (Wes) Scott — CWMS

SCHEDULED OSC HEARINGS

April 4, 2011

11:00 a.m.

Ameron Oil and Gas Ltd., MX-IV Ltd., Gaye Knowles, Giorgio Knowles, Anthony Howorth, Vadim Tsatskin, Mark Grinshpun, Oded Pasternak, and Allan Walker

s. 127

H. Craig/C. Rossi in attendance for Staff

Panel: JDC

April 5, 2011

2:30 p.m.

Lehman Brothers & Associates Corp., Greg Marks, Kent Emerson Lounds and Gregory William Higgins

s. 127

H. Craig in attendance for Staff

Panel: JEAT

April 7, 2011

9:00 a.m.

Paul Donald

s. 127

C. Price in attendance for Staff

Panel: CP/PLK


April 1, 2011 (2011) 34 OSCB 3714

April 11, April 13-21, and April 27-29, 2011

10:00 a.m.

Axcess Automation LLC, Axcess Fund Management, LLC, Axcess Fund, L.P., Gordon Alan Driver, David Rutledge, 6845941 Canada Inc. carrying on business as Anesis Investments, Steven M. Taylor, Berkshire Management Services Inc. carrying on business as International Communication Strategies, 1303066 Ontario Ltd. carrying on business as ACG Graphic Communications, Montecassino Management Corporation, Reynold Mainse, World Class Communications Inc. and Ronald Mainse

s. 127

Y. Chisholm in attendance for Staff

Panel: CP/PLK

April 13, 2011

10:00 a.m.

Peter Beck, Swift Trade Inc. (continued as 7722656 Canada Inc.), Biremis, Corp., Opal Stone Financial Services S.A., Barka Co. Limited, Trieme Corporation and a limited partnership referred to as “Anguilla LP” s. 127

B. Shulman in attendance for Staff

Panel: JEAT

April 18 and April 20, 2011

10:00 a.m.

Carlton Ivanhoe Lewis, Mark Anthony Scott, Sedwick Hill, Leverage Pro Inc., Prosporex Investment Club Inc., Prosporex Investments Inc., Prosporex Ltd., Prosporex Inc., Prosporex Forex SPV Trust, Networth Financial Group Inc., and Networth Marketing Solutions

s. 127 and 127.1

H. Daley in attendance for Staff

Panel: JDC/MCH

April 26, 2011

2:30 p.m.

Firestar Capital Management Corp., Kamposse Financial Corp., Firestar Investment Management Group, Michael Ciavarella and Michael Mitton

s. 127


Panel: CP

April 27, 2011

10:00 a.m.

QuantFX Asset Management Inc., Vadim Tsatskin, Lucien Shtromvaser and Rostislav Zemlinsky

s. 127

C. Rossi in attendance for Staff

Panel: MGC

April 27, 2011

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

A. Perschy in attendance for Staff

Panel: EPK

April 27, 2011

11:00 a.m.

Marlon Gary Hibbert, Ashanti Corporate Services Inc., Dominion International Resource Management Inc., Kabash Resource Management, Power to Create Wealth Inc. and Power to Create Wealth Inc. (Panama)

s. 127

S. Chandra in attendance for Staff

Panel: EPK


April 1, 2011 (2011) 34 OSCB 3715

April 28, 2011

10:00 a.m.

Bernard Boily

s. 127 and 127.1

U. Sheikh in attendance for Staff

Panel: VK

April 29, 2011

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: EPK

May 2-9, May 11-12, 2011

10:00 a.m.

Innovative Gifting Inc., Terence Lushington, Z2A Corp., and Christine Hewitt

s. 127


Panel: JDC/MCH

May 2-9 and May 11-13, 2011

10:00 a.m.

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


Panel: VK/EPK

May 3, 2011

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


Panel: TBA

May 4-5, 2011

10:00 a.m.

Biovail Corporation, Eugene N. Melnyk, Brian H. Crombie, John R. Miszuk and Kenneth G. Howling

s. 127(1) and 127.1

J. Superina, A. Clark in attendance for Staff

Panel: JEAT/PLK/MGC

May 10, 2011

2:30 p.m.

Ciccone Group, Medra Corporation, 990509 Ontario Inc., Tadd Financial Inc., Cachet Wealth Management Inc., Vince Ciccone, Darryl Brubacher, Andrew J. Martin., Steve Haney, Klaudiusz Malinowski and Ben Giangrosso

s. 127


Panel: JDC

May 12, 2011

10:00 a.m.

Magna Partners Ltd.

s. 21.7


Panel: JEAT/CP


April 1, 2011 (2011) 34 OSCB 3716

May 13, 2011

10:00 a.m.

Goldbridge Financial Inc., Wesley Wayne Weber and Shawn C. Lesperance

s. 127

C. Johnson in attendance for Staff

Panel: MCH/MGC

May 16, 2011

10:00 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


Panel: MGC

May 16, 2011

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


Panel: JDC

May 16-19, May 25, May 27-31, 2011

10:00 a.m.

May 24, 2011

2:30 p.m.

May 26, 2011

2:00 p.m.

Nelson Financial Group Ltd., Nelson Investment Group Ltd., Marc D. Boutet, Stephanie Lockman Sobol, Paul Manuel Torres, H.W. Peter Knoll

s. 127

P. Foy in attendance for Staff

Panel: EPK/MCH

May 17, 2011

10:00 a.m.

TBS New Media Ltd., TBS New Media PLC, CNF Food Corp., CNF Candy Corp., Ari Jonathan Firestone and Mark Green

s. 127


Panel: CP

May 19, 2011

10:00 a.m.

Andrew Rankin

s. 144

S. Fenton/K. Manarin in attendance for Staff

Panel: JEAT/PLK/CP

May 24, 2011

2:30 p.m.

Shallow Oil & Gas Inc., Eric O’Brien, Abel Da Silva, Gurdip Singh Gahunia aka Michael Gahunia and Abraham Herbert Grossman aka Allen Grossman

s. 127(7) and 127(8)


Panel: TBA

May 25-31, 2011

10:00 a.m.

Sunil Tulsiani, Tulsiani Investments Inc., Private Investment Club Inc., and Gulfland Holdings LLC

s. 127

C. Rossi in attendance for Staff

Panel: JDC/CWMS

June 1-2, 2011

10:00 a.m.

Hector Wong

s. 21.7

A. Heydon in attendance for Staff

Panel: EPK/PLK


April 1, 2011 (2011) 34 OSCB 3717

June 6 and June 8-9, 2011

10:00 a.m.

Lehman Brothers & Associates Corp., Greg Marks, Kent Emerson Lounds and Gregory William Higgins

s. 127


Panel: JDC/CWMS

June 20 and June 22-30, 2011

10:00 a.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


Panel: TBA

July 15, 2011

10:00 a.m.

Hillcorp International Services, Hillcorp Wealth Management, Suncorp Holdings, 1621852 Ontario Limited, Steven John Hill, and Danny De Melo

s. 127

A. Clark in attendance for Staff

Panel: TBA

July 26, 2011

11:00 a.m.

Marlon Gary Hibbert, Ashanti Corporate Services Inc., Dominion International Resource Management Inc., Kabash Resource Management, Power to Create Wealth Inc. and Power to Create Wealth Inc. (Panama)

s. 127

S. Chandra in attendance for Staff

Panel: TBA

September 6-12, September 14-26 and September 28, 2011

10:00 a.m.

Anthony Ianno and Saverio Manzo

s. 127 and 127.1

A. Clark in attendance for Staff

Panel: EPK/PLK

September 12, 14-26 and September 28-30, 2011

10:00 a.m.

FactorCorp Inc., FactorCorp Financial Inc. and Mark Twerdun

s. 127


Panel: TBA

September 14-23, September 28 – October 4, 2011

10:00 a.m.

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

October 12-24 and October 26-27, 2011

10:00 a.m.

Helen Kuszper and Paul Kuszper

s. 127 and 127.1

U. Sheikh in attendance for Staff

Panel: JDC/CWMS

October 17-24 and October 26-31, 2011

10:00 a.m.

Richvale Resource Corp., Marvin Winick, Howard Blumenfeld, John Colonna, Pasquale Schiavone, and Shafi Khan

s. 127(7) and 127(8)


Panel: TBA

November 7, November 9-21, November 23-December 2, 2011

10:00 a.m.

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


Panel: TBA


April 1, 2011 (2011) 34 OSCB 3718

November 14-21 and November 23-28, 2011

10:00 a.m.

Shaun Gerard McErlean and Securus Capital Inc.

s. 127

M. Britton in attendance for Staff

Panel: TBA

December 5 and December 7-16, 2011

10:00 a.m.

L. Jeffrey Pogachar, Paola Lombardi, Alan S. Price, New Life Capital Corp., New Life Capital Investments Inc., New Life Capital Advantage Inc., New Life Capital Strategies Inc., 1660690 Ontario Ltd., 2126375 Ontario Inc., 2108375 Ontario Inc., 2126533 Ontario Inc., 2152042 Ontario Inc., 2100228 Ontario Inc., and 2173817 Ontario Inc.

s. 127


Panel: TBA

TBA Yama Abdullah Yaqeen

s. 8(2)

J. Superina in attendance for Staff

Panel: TBA

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)


Panel: TBA

TBA Goldpoint Resources Corporation, Lino Novielli, Brian Moloney, Evanna Tomeli, Robert Black, Richard Wylie and Jack Anderson

s. 127(1) and 127(5)

C. Watson 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


Panel: TBA

TBA Lyndz Pharmaceuticals Inc., James Marketing Ltd., Michael Eatch and Rickey McKenzie

s. 127(1) and (5)

J. Feasby/C. Rossi in attendance for Staff

Panel: TBA

TBA M P Global Financial Ltd., and Joe Feng Deng

s. 127 (1)


Panel: TBA


April 1, 2011 (2011) 34 OSCB 3719

TBA Shane Suman and Monie Rahman

s. 127 and 127(1)


Panel: JEAT/PLK

TBA Gold-Quest International, Health and Harmoney, Iain Buchanan and Lisa Buchanan

s. 127


Panel: TBA

TBA Brilliante Brasilcan Resources Corp., York Rio Resources Inc., Brian W. Aidelman, Jason Georgiadis, Richard Taylor and Victor York

s. 127


Panel: TBA

TBA Abel Da Silva

s. 127

C. Watson in attendance for Staff

Panel: TBA

TBA Sextant Capital Management Inc., Sextant Capital GP Inc., Otto Spork, Robert Levack and Natalie Spork

s. 127

T. Center 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 Maple Leaf Investment Fund Corp.,Joe Henry Chau (aka: Henry Joe Chau, Shung Kai Chow and Henry Shung Kai Chow), Tulsiani Investments Inc., Sunil Tulsiani and Ravinder Tulsiani

s. 127

A. Perschy/C. Rossi in attendance for Staff

Panel: CP/PLK

TBA Irwin Boock, Stanton Defreitas, Jason Wong, Saudia Allie, Alena Dubinsky, Alex Khodjiaints 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


Panel: TBA


April 1, 2011 (2011) 34 OSCB 3720

TBA 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


Panel: TBA

TBA Merax Resource Management Ltd. carrying on business as Crown Capital Partners, Richard Mellon and Alex Elin

s. 127

T. Center in attendance for Staff

Panel: TBA

TBA Alexander Christ Doulis (aka Alexander Christos Doulis, aka Alexandros Christodoulidis) and Liberty Consulting Ltd.

s. 127

S. Horgan in attendance for Staff

Panel: TBA

TBA 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 in attendance for Staff

Panel: TBA

TBA Simply Wealth Financial Group Inc.,Naida Allarde, Bernardo Giangrosso,K&S Global Wealth Creative Strategies Inc., Kevin Persaud, Maxine Lobban and Wayne Lobban

s. 127 and 127.1


Panel: TBA

TBA David M. O’Brien

s. 37, 127 and 127.1

B. Shulman in attendance for Staff

Panel: TBA

TBA Peter Sbaraglia

s. 127

S. Horgan/P. Foy 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

ADJOURNED SINE DIE

Global Privacy Management Trust and Robert Cranston

Livent Inc., Garth H. Drabinsky, Myron I. Gottlieb, Gordon Eckstein, Robert Topol

Portus Alternative Asset Management Inc., Portus Asset Management Inc., Boaz Manor, Michael Mendelson, Michael Labanowich and John Ogg


April 1, 2011 (2011) 34 OSCB 3721

ADJOURNED SINE DIE

Maitland Capital Ltd., Allen Grossman, Hanouch Ulfan, Leonard Waddingham, Ron Garner, Gord Valde, Marianne Hyacinthe, Diana Cassidy, Ron Catone, Steven Lanys, Roger McKenzie, Tom Mezinski, William Rouse and Jason Snow

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


April 1, 2011 (2011) 34 OSCB 3722

1.1.2 OSC 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 March 31, 2011. This has been posted to the OSC Website at www.osc.gov.on.ca.

Table of Concordance Item Key

The 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

ReformulationInstrument Title Status

None

New Instruments

Instrument Title Status

54-701 Regulatory Developments Regarding Shareholder Democracy Issues

Published January 14, 2011

13-315 Securities Regulatory Authority Closed Dates 2011 Published January 21, 2011

11-764 Business Continuity Planning – Industry Testing Exercise Published February 11, 2011

11-765 OSC Statement of Priorities – 2011-2012 Published for comment February 25, 2011

31-323 Guidance Relating to the Registration Obligations of Mortgage Investment Entities

Published February 25, 2011

81-321 Early Use of the Fund Facts to Satisfy Prospectus Delivery Requirements

Published February 25, 2011

81-714 Compliance with Form 41-101F2 – Information Required in An Investment Fund Prospectus

Published March 4, 2011

21-705 Process for Marketplace Filings and Proposed Rules of Exchanges


25-101 Designated Rating Organizations Published for comment March 18, 2011

11-205 Process for Designation as a Designated Rating Organization in Multiple Jurisdictions

Published for comment March 18, 2011

41-101 General Prospectus Requirements – Amendments tied to NI 25-101


44-101 Short Form Prospectus Distributions - Amendments tied to NI 25-101


51-102 Continuous Disclosure Obligations – Amendments tied to NI 25-101



April 1, 2011 (2011) 34 OSCB 3723

New Instruments

21-101 Marketplace Operation – Amendments Published for comment March 18, 2011

23-101 Trading Rules – Amendments Published for comment March 18, 2011

81-713 Focussed Disclosure Review – National Instrument 81-107 Indepdendent Review Committee for Investment Funds


81-320 Update on International Financial Reporting Standards for Investment Funds (Revised)


For further information, contact:

Darlene Watson Project Coordinator Ontario Securities Commission 416-593-8148

April 1, 2011


April 1, 2011 (2011) 34 OSCB 3724

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April 1, 2011 (2011) 34 OSCB 3725

1.1.3 OSC Staff Notice 41-702 – Prospectus Practice Directive #1 – Personal information forms and other procedural matters regarding preliminary prospectus filings

OSC Staff Notice 41-702 – Prospectus Practice Directive #1 – Personal information forms and other procedural matters regarding preliminary prospectus filings is reproduced on the following separately numbered pages. Bulletin pagination resumes at the end of the notice.


April 1, 2011 (2011) 34 OSCB 3726


PROSPECTUS PRACTICE DIRECTIVE #1 Personal information forms and other procedural matters regarding preliminary

prospectus filings

OSC Staff Notice 41-702 April 1, 2011

The purpose of this practice directive is to alert issuers (including investment fund issuers) and their advisors

of:

• procedural changes to facilitate our review of personal information forms filed by directors, executive

officers and other individuals, and

• common deficiencies in preliminary prospectus filings.

It also reminds issuers and their advisors of the timing for filing preliminary prospectus materials and the

issuance of receipts.

This practice directive is intended to assist issuers and their advisors. It has been prepared by staff of the

Corporate Finance Branch and Investment Funds Branch. The views it expresses do not necessarily reflect the

views of the Commission or the Canadian Securities Administrators.

Procedures for personal information forms

Under the general prospectus rules, an issuer is required to:

• deliver a personal information form (including a certificate and consent) and an issuer authorization form

(collectively, a PIF), or

• have previously filed or delivered a PIF or other acceptable authorization document, for each director,

executive officer and promoter of the issuer (and, if the promoter in not an individual, each director and

executive officer of the promoter) concurrent with the filing of a preliminary prospectus.1

Under the prospectus rules applicable to investment funds, PIFs are also required to be delivered, or to have

previously been filed or delivered, for each director and executive officer of the manager of the investment fund

issuer, as applicable.2

A summary of updated procedures to accommodate our expeditious review of PIFs, and a discussion of

common deficiencies with PIF filings, is set out below.

1 The specific PIF delivery requirements for issuers are described, as applicable, in paragraph 9.1(b)(ii) of NI 41-101 and in paragraph 4.1(b)(i) of NI 44-101. 2 The specific PIF delivery requirements for investment fund issuers are described, as applicable, in paragraph 9.1(b)(ii) of NI 41-101, paragraph 4.1(b)(i) of NI 44-101 and paragraph 2.3(b)(ii) of NI 81-101.

2

Procedural matters

To facilitate our review of PIFs, issuers are advised to provide the following information in the cover letter

accompanying the materials filed with a preliminary prospectus:

• the name of: (i) each current director, executive officer and promoter of the issuer (and, if the promoter is

not an individual, each director and executive officer of the promoter) and, (ii) if the issuer is an investment

fund, each director and executive officer of the manager of the investment fund issuer, as applicable

(collectively, the individuals).

• for each of the individuals, an indication as to whether a PIF has been delivered with the preliminary

prospectus or a PIF or other acceptable authorization document for the individual was previously filed or

delivered, and

• for each of the individuals for whom the issuer has not delivered a PIF because a PIF or other acceptable

authorization document was previously filed, the SEDAR project number and submission number under

which the PIF or other acceptable authorization document was previously filed.

Where an issuer is submitting its first preliminary prospectus for which the OSC will act as its principal

regulator, the issuer should either file a new PIF or refile a PIF or other acceptable authorization document that

was previously filed with its previous principal regulator for each applicable individual.

Where an issuer has reason to believe that information contained in a PIF previously filed or delivered by an

individual has materially changed, the issuer should deliver a new PIF for that individual concurrent with filing

its preliminary prospectus.

Common deficiencies with PIF filings

Issuers and their advisors should pay careful attention to ensure that each PIF is fully completed by each

applicable individual. In particular, we note the following deficiencies in PIF submissions that may cause delays

in our review process:

• incorrect issuer name provided in the PIF

• missing or incomplete name of individual and date of birth information (i.e. middle initial provided, rather

than full middle name)

• missing yes/no response to a question in any of Parts 6 – 9 of the PIF concerning offences, bankruptcy,

regulatory proceedings and civil proceedings

• failure to provide details concerning a positive response to a question in any of Parts 6 – 9 of the PIF in an

attachment to the PIF

• individual’s certificate and consent not provided with the PIF

• individual’s certificate and consent missing the name or signature of the individual, or the date of execution,

and

• written responses to questions in the PIF are illegible.

3

Other procedural matters when filing a preliminary prospectus

We continue to see certain deficiencies that can cause unnecessary delays in issuing a receipt for a preliminary

prospectus and often result in additional communication among us, issuers and/or their advisors.

Accordingly, we remind issuers and their advisors to ensure the following:

Prior discussions with staff

• Details of prior discussions with staff regarding prospectus filing issues

should be set out in the cover letter accompanying a preliminary prospectus

filing.

Preliminary prospectus face page disclosure

• The “red herring” statement provides the specified disclosure regarding the

jurisdictions in Canada in which the issuer intends to offer securities under

the prospectus (per Item 1.2 of Form 41-101F1, Item 1.1 of Form 41-101F2,

Item 1.2 of Form 44-101F1 and Item 1 of Form 81-101F1, and the related

Instruction in the prospectus forms, as applicable). A generic statement that

securities will be offered in “certain” jurisdictions is not acceptable.

Preliminary prospectus amendment face page disclosure

• An amendment to a preliminary prospectus identifies the name and date of

the original prospectus that is being amended or amended and restated (as

set out in subsection 6.1(2) of NI 41-101 and subsection 2.2(3) of NI 81-

101).

Documentsincorporated by reference

• All documents incorporated by reference into a preliminary short form

prospectus have, as of the date of filing the preliminary prospectus, been

filed with each jurisdiction in which the preliminary short form prospectus is

filed (as noted in subsection 2.1(3) of 44-101CP).

Prospectus certificates • Prospectus certificates in the preliminary prospectus comply with applicable

requirements.

Short form prospectus qualification certificate

• The issuer qualification certificate filed pursuant to section 4.1 of NI 44-101

is dated as of the date of the preliminary short form prospectus and refers to

the correct issuer name and date of the preliminary short form prospectus.

Expert consent letters • All expert consent letters refer to the correct issuer and accurately identify

the type and date of the preliminary prospectus.

Issuer confirmation letter pursuant to section 7.2 of NP 11-

202

• The issuer confirmation letter filed pursuant to subsection 7.2(2) of NP 11-

202 specifies in respect of paragraph (d) that either: (i) at least one

underwriter that signed the prospectus certificate is registered in each

jurisdiction in which the issuer will offer the securities, or (ii) at least one

underwriter that has signed a prospectus certificate has filed an application

for registration or for an exemption from registration in each jurisdiction in

which the issuer will offer the securities.

4

SEDAR – NI 13-101 • Documents filed with a preliminary prospectus are filed under the correct

“Filing Type” and “Filing Subtype” as prescribed in the SEDAR Filer Manual.

• Only documents from one “Filing Subtype” are filed under a single

submission as prescribed in paragraph 8.3(e) of the SEDAR Filer Manual.

Fees • Activity fees and participation fees are paid as required under OSC Rule 13-

502 Fees.

• The correct fee description and fee code for each type and form of

preliminary prospectus or pro forma prospectus is used when attaching an

activity fee in SEDAR.

Timing for filing preliminary prospectus materials and the issuance of receipts

General timing guidelines

We remind issuers and their advisors of OSC Staff Notice 41-701 Issuance of Receipts for Preliminary

Prospectuses and Prospectuses (dated July 29, 2005). It sets out the following deadlines for filing preliminary

prospectus materials where the issuer wishes to receive a receipt for the preliminary prospectus on the same

day as the filing.

Nature of prospectus offering Timing for filing preliminary prospectus and all accompanying materials in acceptable form

Preliminary prospectuses generally 12 p.m. (EST) on the day that the receipt is required

If preliminary prospectus materials are filed after 12 p.m. (EST), the

receipt will normally be issued before 12 p.m. (EST) on the next

business day and dated as of that day. If you anticipate filing a

prospectus within a reasonable period of time after 12:00 p.m.

(EST) and you need a receipt issued that day, please make special

arrangements in advance with our Review Officer. We will attempt

to accommodate these requests, but there is no assurance that a

receipt will be issued on the date requested if the filing is made after

12 p.m. (EST)

5

Nature of prospectus offering Timing for filing preliminary prospectus and all accompanying materials in acceptable form

Preliminary short form prospectuses

where the issuer has entered into a

bought deal in which marketing efforts

have been made in reliance on

section 7.1 of NI 44-101

3 p.m. (EST) on the day that the receipt is required provided that:

• the issuer has advised our Review Officer before 12 p.m.

(EST) that the preliminary prospectus will be filed by 3 p.m.

(EST) on that day, and

• the cover letter that accompanies the preliminary short form

prospectus indicates the issuer’s reliance on section 7.1 of NI

44-101

If a preliminary prospectus and all accompanying materials are filed in acceptable form by the applicable

deadline above, we will make every reasonable effort to issue a receipt for the preliminary prospectus on the

day of filing.

Timing guidelines for overnight marketed deals

• The issuer should advise the Review Officer by email at [email protected] as

soon as possible on the morning of the day a receipt is required that it intends to conduct an overnight

marketed deal and that it will therefore request that the receipt for the preliminary prospectus be issued

after markets close that day (i.e. 4:00 p.m. (EST)).

• The issuer should explain in the email to the Review Officer the reasons for the proposed specified receipt

issuance time.

• If the Review Officer is advised of an overnight marketed deal on the morning of the day a receipt is

required, and the preliminary prospectus and all accompanying materials are filed in acceptable form

before 12 p.m. (EST) on that day, we will make every reasonable effort to issue the receipt for the

preliminary prospectus on or after the time requested on the day of filing.

Questions

Questions may be referred to:

Jo-Anne Matear, Assistant Manager

Tel: 416.593.2323

Email: [email protected]

Matthew Au, Senior Accountant

Tel: 416.593.8132


Jason Koskela, Legal Counsel

Tel: 416.595.8922


Merle Shiwbhajan, Review Officer

Tel: 416.593.8239



April 1, 2011 (2011) 34 OSCB 3727

1.1.4 OSC Staff Notice 41-703 – Corporate Finance Prospectus Practice Directive #2 – Exemption from certain prospectus requirements to be evidenced by a receipt

OSC Staff Notice 41-703 – Corporate Finance Prospectus Practice Directive #2 – Exemption from certain prospectus requirements to be evidenced by a receipt is reproduced on the following separately numbered pages. Bulletin pagination resumes at the end of the notice.


April 1, 2011 (2011) 34 OSCB 3728


CORPORATE FINANCE PROSPECTUS PRACTICE DIRECTIVE #2 Exemption from certain prospectus requirements to be evidenced by a receipt

OSC Staff Notice 41-703 April 1, 2011

The purpose of this practice directive is to alert issuers (other than investment funds) and their advisors of the

procedural steps an issuer should follow when making an application for an exemption from certain

requirements, as described below, where the exemption will be evidenced by the issuance of a receipt for a

final prospectus (or an amendment to a final prospectus).

This practice directive is intended to assist issuers and their advisors. It has been prepared by staff of the

Corporate Finance Branch and the views it expresses do not necessarily reflect the views of the Commission or

the Canadian Securities Administrators.

Exemption sought

The issuance of a receipt for a final prospectus in connection with a proposed offering can evidence the

granting of an exemption from the requirements of the following rules (referred to as the applicable prospectus

requirements):

• National Instrument 41-101 General Prospectus Requirements (NI 41-101). Note that an exemption from

subsection 2.2(2) of NI 41-101 cannot be evidenced by a final receipt. See Part 19 of NI 41-101.

• National Instrument 44-101 Short Form Prospectus Distributions (NI 44-101). Note that an exemption from

Part 2 of NI 44-101 cannot be evidenced by a final receipt. See Part 8 of NI 44-101.

• National Instrument 44-102 Shelf Distributions (NI 44-102). Note that an exemption from Part 2 of NI 44-

102 cannot be evidenced by a final receipt. See Part 11 of NI 44-102.

• National Instrument 44-103 Post-Receipt Pricing (NI 44-103). See Part 6 of NI 44-103.

• National Instrument 71-101 The Multijurisdictional Disclosure System (NI 71-101). See Part 21 of NI 71-

101.

• National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards (NI 52-107). See

Part 5 of NI 52-107.

2

Procedural matters when making an application for an exemption to be evidenced by a receipt

We continue to see certain deficiencies that can cause unnecessary delays when reviewing an application for

an exemption from the applicable prospectus requirements where the exemption will be evidenced by a receipt

for the final prospectus. These deficiencies often result in additional communication among us, issuers and/or

their advisors.

Accordingly, issuers and their advisors should note the following when submitting an application for an

exemption from the applicable prospectus requirements to be evidenced by the prospectus receipt:

Content of application An application must be made to the regulator for the exemption. The application

should be set out in a separate cover letter and contain:

• the exemption sought,

• an explanation for why the exemption is needed (e.g., if there is a provision

the issuer would like to rely on but cannot, explain why the issuer cannot

rely on it),

• the issuer’s submissions on why the exemption should be granted, and in

particular, why, in the issuer’s view, granting the exemption would not be

prejudicial to the public interest,

• how the key facts support granting the exemption, and

• any past exemptions that are relevant to the application.

Application to be filed on SEDAR

The application should be filed through SEDAR under the same project number

as the prospectus to which the application relates (so that the application is

transparent to other regulators). If known at the time, the issuer should

reference the application in the cover letter to the preliminary prospectus and

file a copy of the application through SEDAR at the time of filing the materials

for the preliminary prospectus to which the application relates.

Application to be made public

Please note that staff will generally place on the public file a copy of the

application and the written acknowledgement from the regulator that the

issuance of a receipt for the final prospectus will evidence the granting of the

exemption (unless confidentiality has been requested in which case, they will be

made public once confidentiality has been lifted). As a result, these documents

will be made available to members of the public on request. They will not be

made public under the issuer’s profile on the SEDAR website (www.sedar.com).

Prospectus disclosure Where the exemption is granted, the issuer must describe the application and

the resolution in the final prospectus to ensure transparency to investors and to

the marketplace.

3

Please note that an issuer seeking a pre-filing interpretation or a waiver application exemption before the

issuance of a receipt may submit the pre-filing or waiver application sufficiently in advance of the filing of the

related materials to avoid delays in issuance of the receipt. Please refer to Part 8 of National Policy 11-202

Process for Prospectus Reviews in Multiple Jurisdictions.

Questions

Questions may be referred to:

Jo-Anne Matear, Assistant Manager

Tel: 416.593.2323


Diana Escobar Bold, Legal Counsel

Tel: 416.593.8229



April 1, 2011 (2011) 34 OSCB 3729

1.2 Notices of Hearing

1.2.1 QuantFX Asset Management Inc. et al. – ss. 37, 127

IN THE MATTER OF THE SECURITIES ACT,

R.S.O. 1990, c. S.5, AS AMENDED

AND

QUANTFX ASSET MANAGEMENT INC., VADIM TSATSKIN, LUCIEN SHTROMVASER

AND ROSTISLAV ZEMLINSKY

NOTICE OF HEARING (Sections 37 and 127)

TAKE NOTICE that the Ontario Securities Commission (the “Commission”) will hold a hearing pursuant to sections 37 and 127 of the Securities Act,R.S.O. 1990, c. S.5, as amended (the “Act”), at the offices of the Commission located at 20 Queen Street West, Toronto, 17th Floor, on March 28, 2011 at 10:00 a.m. or as soon thereafter as the hearing can be held;

AND TAKE NOTICE that the purpose of the hearing is for the Commission to consider whether it is in the public interest to approve the settlement agreements entered into between Staff of the Commission and (i) QuantFX Asset Management Inc. and Lucien Shtromvaser; and (ii) Rostislav Zemlinsky ;

BY REASON OF the allegations set out in the Statement of Allegations of Staff of the Commission dated November 10, 2010 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 24th day of March, 2011.

“Daisy Aranha” Per: John Stevenson Secretary to the Commission

1.2.2 Innovative Gifting Inc. et al. – ss. 127(1), 127.1



AND

IN THE MATTER OF INNOVATIVE GIFTING INC.,

TERENCE LUSHINGTON, Z2A CORP., AND CHRISTINE HEWITT

NOTICE OF HEARING (Subsections 127(1) and 127.1)

TAKE NOTICE that the Ontario Securities Commission (the “Commission”) will hold a hearing pursuant to section 127(1) and 127.1 of the Securities Act,R.S.O. 1990, c. S.5, as amended (the “Act”) at its offices at 20 Queen Street West, 17th Floor, Toronto, Ontario, commencing on March 29, 2011 at 2:30 p.m. or as soon thereafter as the hearing can be held;

AND TAKE NOTICE that the purpose of the hearing is for the Commission to consider whether it is in the public interest to approve the settlement agreement dated March 24, 2011 between Staff of the Commission, Innovative Gifting Inc. and Terence Lushington;

AND TAKE FURTHER NOTICE that any party to the proceedings may be represented by counsel at the hearing; and

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.


“John Stevenson” Secretary to the Commission


April 1, 2011 (2011) 34 OSCB 3730

1.2.3 Bernard Boily – ss. 127, 127.1



AND

IN THE MATTER OF BERNARD BOILY

NOTICE OF HEARING (Sections 127 and 127.1)

TAKE NOTICE that the Ontario Securities Commission (the "Commission") will hold a hearing pursuant to sections 127 and 127.1 of the Ontario Securities Act, R.S.O. 1990, c. S.5, as amended (the “Act”) at the offices of the Commission located at 20 Queen Street West, Toronto, 17th Floor, on April 28, 2011 at 10 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 it is in the public interest for the Commission to make an order, pursuant to sections 127 and 127.1 of the Act, that:

a) trading in any securities by the respondent cease permanently, or for such period as is specified by the Commission, pursuant to clause 2 of section 127(1);

b) the acquisition of any securities by the respondent is prohibited permanently, or for such period as is specified by the Commission, pursuant to clause 2.1 of section 127(1);

c) any exemptions contained in Ontario securities law do not apply to the respondent permanently, or for such period as is specified by the Commission, pursuant to clause 3 of section 127(1);

d) the respondent be prohibited permanently from providing any information, release, report or any other document as a market participant (including as a Qualified Person, as defined in National Instrument 43-101) to any person or company, or for such period as is specified by the Commission, pursuant to clause 5 of section 127(1);

e) the respondent be reprimanded, pursuant to clause 6 of section 127(1);

f) the respondent resign one or more positions that he holds as a director or officer of any issuer, pursuant to clause 7 of section 127(1);

g) the respondent be prohibited permanently from becoming or acting as a director or officer of an issuer, or for such period as is specified by the Commission, pursuant to clause 8 of section 127(1);

h) the respondent be prohibited permanently from becoming or acting as a director or officer of a registrant, or for such period as is specified by the Commission, pursuant to clause 8.2 of section 127(1);

i) the respondent be prohibited permanently from becoming or acting as a director or officer of a investment fund manager, or for such period as is specified by the Commission pursuant to clause 8.4 of section 127(1);

j) the respondent be prohibited permanently from becoming a registrant, investment fund manager or promoter, or for such period as is specified by the Commission, pursuant to clause 8.5 of section 127(1);

k) the respondent pay an administrative penalty of not more than $1 million for each failure to comply with Ontario securities law, pursuant to clause 9 of section 127(1);

l) the respondent disgorge to the Commission any amounts obtained as a result of non-compliance with Ontario securities law, pursuant to clause 10 of section 127(1);

m) the respondent pay the costs of the investigation and any hearing, pursuant to section 127.1; and

n) such other orders as the Commission may deem appropriate;


April 1, 2011 (2011) 34 OSCB 3731

BY REASON OF the allegations as set out in the Statement of Allegations of Staff of the Commission dated March 29, 2011 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.


“John Stevenson” Secretary to the Commission


April 1, 2011 (2011) 34 OSCB 3732



AND


STATEMENT OF ALLEGATIONS OF STAFF OF THE ONTARIO SECURITIES COMMISSION

Staff of the Ontario Securities Commission (“Staff”) make the following allegations:

I. THE RESPONDENT

1. The Respondent, Bernard Boily (“Boily”), has practiced as a geologist for over 27 years. He served as the Vice-President (Explorations) as well as the Qualified Person (as defined below) for Bear Lake Gold Ltd. (“Bear Lake”) until he was terminated on November 3, 2009.

II. OVERVIEW

2. This is an egregious case of fraud by a Qualified Person. Between December 2007 and July 2009 (the “Material Period”), Boily manipulated and inflated assay results related to Bear Lake’s Larder Lake gold mining project. The project was Bear Lake’s primary project and principal asset. Boily then caused these false results to be reported in press releases issued by the company throughout this period.

3. In addition, Boily frustrated the work of and misled independent Qualified Persons retained by Bear Lake to verify data for the Larder Lake project. Among other things, Boily provided manipulated assay databases, altered assay certificates, falsified drill core logs and provided other false information to independent Qualified Persons. Boily also re-arranged and replaced core being verified by them in order to further his deception.

4. By engaging in the foregoing conduct, Boily engaged in fraud and market manipulation, contrary to subsections 126.1(a) and (b) of the Securities Act (the “Act”); made misleading and untrue statements, contrary to subsection 126.2(1) of the Act; and also engaged in conduct which was not only contrary to the public interest but abusive to the integrity of Ontario’s capital markets.

III. BACKGROUND

(a) Bear Lake Gold Ltd.

5. Bear Lake is a gold exploration company incorporated in Ontario. The company is a reporting issuer in Ontario with shares listed on the TSX Venture Exchange (“TSX-V”) under the trading symbol “BLG”. Bear Lake was previously known as NFX Gold Inc. (“NFX”) and was incorporated on July 19, 1996. In September 2008, NFX acquired Maximus Ventures Ltd. (“Maximus”) (which was then a reporting issuer on the TSX-V) and subsequently changed its name to Bear Lake. Unless otherwise indicated, all references to Bear Lake include reference to NFX and Maximus.

6. Throughout the Material Period, Bear Lake maintained a mining exploration project in the Larder Lake gold mining district (the “Larder Lake Project”), located in north-eastern Ontario. The project was the company’s primary project and principal asset.

(b) The Respondent

7. Boily is a resident of Blainville, Québec. At all material times, Boily served as a geologist, Director and (later) Vice-President of Explorations as well as the qualified person (as defined in National Instrument 43-101– Standards of Disclosure for Mineral Projects1) (“Qualified Person”) for Bear Lake.

8. As the Qualified Person, Boily performed a critical role under Ontario securities law for the company. Among other things, National Instrument 43-101 required:

1 Qualified Person: means an individual who (i) is an engineer or geoscientist with at least five years of experience in mineral exploration,

mine development or operation or mineral project assessment, or any combination of these; (ii) has experience relevant to the subject matter of the mineral project and the technical report; and (iii) is in good standing with a professional association (section 1.1, NI 43-101).


April 1, 2011 (2011) 34 OSCB 3733

(a) that all disclosure of scientific or technical information made by Bear Lake concerning a mineral project on property material to the company had to be based upon information prepared by or under the supervision of its Qualified Person (section 2.1); and

(b) that Bear Lake indicate in all written disclosure the name of the Qualified Person who had prepared or supervised the preparation of the scientific or technical information being disclosed concerning any such mineral project and whether the Qualified Person had verified the data disclosed (sections 3.1 and 3.2).

9. Throughout the Material Period, the Larder Lake Project was a mineral project located on property material to Bear Lake. Bear Lake issued numerous press releases which included positive scientific and / or technical results related to its gold findings for this project. During the Material Period, the press releases named Boily as the Qualified Person and noted that the technical content of the information had been reviewed and / or approved by him.

(c) Exploration Data Inconsistencies Announced

10. On July 21, 2009, Bear Lake announced that it had become aware of “material inconsistencies” regarding its exploration results for the Larder Lake Project. The company further noted that the discrepancies appeared “serious” and could result in “significant reductions of gold values for some of the previously announced drilling intercepts.” Earlier, on July 17, 2009, Bear Lake shares were halted on the basis of pending news from the company.

11. An internal investigation was immediately commenced with an independent consultant, Scott Wilson Roscoe Postle Associates Inc. (now known as Roscoe Postle Associates Inc.) (“RPA”), retained to lead the technical investigation.

12. On July 24, 2009, Bear Lake withdrew all of its previously announced results for the Larder Lake Project and advised investors that the results should not be relied upon.

(d) Exploration Data Inconsistencies Confirmed

13. On November 3, 2009, Bear Lake announced that RPA had substantially completed its technical investigation. The investigation confirmed that exploration data for the Larder Lake Project had indeed been compromised. In total, RPA identified discrepancies related to approximately 140 assays within Bear Lake’s assay database (the “Assay Database”).

14. Of the 58 drill hole intercepts disclosed in press releases, RPA determined that 24 of the intercepts (41%) were affected by unsupported assays. When compared against verified data, it was determined that only 7 of the 24 affected intercepts continued to retain a significant intercept.

15. In addition, Bear Lake also provided restated exploration results for previously reported intercepts. The gold content ofpreviously reported intercepts were, in some cases, over 1000% higher than restated values. For example, the originally released results for Hole #57AW indicated a gold value of 15.1 g/t compared to a restated result indicating only 0.6 g/t. This represented a difference of over 2400%.

16. The material differences between original and restated results included the following:

Reported Restated DifferencePress From To Mineralization Au Au AuRelease Hole No. (m) (m) Type (g/t) (g/t) (%)04-Jun-08 38 555.2 558.1 Flow 6.5 0.7 828%19-May-09 44W2 687.0 688.5 Carbonate 8.5 2.6 226% 695.0 703.5 Carbonate 10.6 3.6 194% Including 695.0 698.5 18.3 5.1 258%14-Jul-09 56A 1,221.5 1,222.6 Flow 23.4 3.1 654%26-Mar-09 57AW 1,636.5 1,638.0 Flow 15.1 0.6 2416%14-Jul-09 59 1,133.0 1,136.5 Carbonate 10.5 1.7 517%14-Jul-09 59W 1,466.8 1,469.6 Flow 6.7 2.5 168%19-May-09 64 619.5 624.6 Carbonate 9.9 3.0 230% Including 622.3 624.6 14.9 4.5 231% 754.0 759.0 Flow 5.4 0.2 2600%


April 1, 2011 (2011) 34 OSCB 3734

Reported Restated Difference09-Jun-09 66 615.5 625.1 Carbonate 8.4 0.6 1300% Including 615.5 618.2 10.6 0.9 1077%14-Jul-09 67 719.7 727.2 Carbonate 10.4 4.0 160%14-Jul-09 70 475.5 480.0 Carbonate 11.0 0.0 N/A%

17. By November 3, 2009, RPA could not verify the significant gold values that had been originally reported by Bear Lake for Hole #49 (19.4, 27.9 and 76.1 g/t). Later re-drilling conducted for this hole produced the following results: 0.29, 1.74 and 4.74 g/t.

(e) Materiality of Information

18. The trading in Bear Lake resumed on July 28, 2009. Upon resumption of trading, Bear Lake’s share price declined significantly. The stock price closed that day at $0.24, down 66% from a closing price of $0.71 prior to the halt (July 17). The closing price reflected a market capitalization loss on that day alone of over $42 million.

19. For over one year thereafter, the Bear Lake share price remained at or below $0.30.

IV. CONDUCT CONTRARY TO ONTARIO SECURITIES LAW AND THE PUBLIC INTEREST

(a) Boily Manipulated Assay Results and Prepared Misleading / Untrue Press Releases

20. Boily manipulated assay data and was responsible for the erroneous and excessive gold grades reported in Bear Lake’s press releases. Among other things, Boily had:

(a) Altered Certificates of Analysis – altered certificates of analysis (“COAs”) received from laboratories (both electronic and hardcopy versions) with inflated gold values, prior to entering such results into Bear Lake’s Assay Database. Boily had also altered these COAs by: removing unfavourable results; inputting fabricated sample results; manipulating the dates of COAs; and also manipulating signatures of laboratory personnel who certified the results. Boily destroyed original COAs which conflicted with his altered COAs;

(b) Entered Manipulated Assay Results into Assay Database – entered manipulated and inflated assay results into Bear Lake’s Assay Database, rather than actual data contained within COAs received from laboratories. These manipulations included inflated gold results as well as misstated core lengths and widths for drill hole intercepts;

(c) Selected Assay Results with Higher Gold Values – received, at times, multiple results from a laboratory for the same sample (including, for quality control purposes) and selected the more favourable results containing the higher gold value, contrary to industry practice. Boily inputted the higher gold values into the Assay Database and destroyed conflicting COAs;

(d) Prepared Misleading Press Releases – prepared Bear Lake press releases that contained the above-noted manipulated and inflated data, which were subsequently issued to the market. Manipulated results were often featured prominently in Bear Lake press releases and were accompanied with technical commentary which highlighted the “high-grade results” which were alleged to demonstrate “deep high-grade gold values,” “deeper extension and continuity” of the Bear Lake gold zone, and “intensity” and “great potential” of a “strong gold mineralized system” for Bear Lake which “remain[ed] open to depth”.

21. In one press release, dated July 14, 2009, Bear Lake issued additional results for drill hole intercepts which had been re-assayed due to “suspected” tellurides. Several of these re-sampling results were highlighted by Bear Lake as demonstrating a “significant increase in gold content” which “should have a positive impact on the upcoming resource estimate.” These highlighted results were all fabricated by Boily. In some cases, Boily was further inflating gold values which had already been previously inflated by him in prior press releases.

(b) Boily Misled Independent Qualified Persons

22. In addition to the above, Boily frustrated the work of and misled independent Qualified Persons (“Independent QP”) retained by Bear Lake to verify data for the Larder Lake Project. The Independent QPs were retained by Bear Lake to prepare a technical report in support of a mineral resource estimate for the project, as required by section 5.3 (“Independent Technical Report”) of NI 43-101. Among other things, Boily:


April 1, 2011 (2011) 34 OSCB 3735

(a) Provided Altered COAs and Manipulated Assay Databases to Independent QPs – provided Independent QPs with COAs and Assay Databases which had been manipulated by him with, among other things, inflated gold results. Boily had also purposely omitted from these databases all assay results from wedge holes that had poor core recovery within the mineralized zone in order to avoid an Independent QP from potentially downgrading the resource estimate;

(b) Replaced Core Being Verified by Independent QP – provided an Independent QP with core from an unrelated hole which he represented as core from Hole #57AW. Hole #57AW was publicly reported as containing 15.1 g/t of gold yet was tested by an Independent QP as containing a negligible amount (0.6 g/t) (see Table above). Boily replaced the core in order to deceive the Independent QP;

(c) Provided Manipulated Drill Core Log to Independent QP – caused data to be altered within a drill core log for Hole #57AW. The log was then provided to an Independent QP in order to further Boily’s deception involving the gold results for Hole #57AW; and

(d) Provided Additional False Information to Independent QPs – provided additional false information to Independent QPs in order to mislead, including untruthful explanations to address discrepancies encountered by Independent QPs during the data verification process as well as false information regarding the availability of core and sampling materials for the purposes of data verification.

23. Only after his misconduct was uncovered, did Boily admit to having engaged in some of the misconduct described in paragraphs 20-22 above.

(c) Fraud, Market Manipulation, Misleading / Untrue Statements and Conduct Contrary to the Public Interest

24. Staff allege that by altering COAs, manipulating Assay Databases, causing press releases to be issued which contained inflated gold results and engaging in the further conduct described above, Boily engaged in conduct that he knew, or reasonably ought to have known, perpetrated a fraud and resulted in or contributed to an artificial price for Bear Lake securities, contrary to subsections 126.1(a) and (b) of the Act.

25. Staff further allege that the press releases prepared by Boily also contained misleading and untrue statements regarding gold results for the Larder Lake Project, which Boily knew or reasonably ought to have known would reasonably be expected to have a significant effect on the market price or value of Bear Lake securities, contrary to subsection 126.2(1).

26. Staff further allege that the conduct of Boily described above was contrary to the public interest and abusive to the integrity of Ontario’s capital markets.

27. Staff reserve the right to make such other allegations as Staff may advise and the Commission may permit.

DATED AT TORONTO this 29th day of March, 2011.


April 1, 2011 (2011) 34 OSCB 3736

1.2.4 Marlon Gary Hibbert et al. – ss. 127(7), 127.1



AND

IN THE MATTER OF MARLON GARY HIBBERT, ASHANTI CORPORATE SERVICES INC.,

DOMINION INTERNATIONAL RESOURCE MANAGEMENT INC., KABASH RESOURCE MANAGEMENT, POWER TO CREATE WEALTH INC.

AND POWER TO CREATE WEALTH INC. (PANAMA)

NOTICE OF HEARING Sections 127(7) & 127.1

TAKE NOTICE THAT the Ontario Securities Commission (the “Commission”) will hold a hearing pursuant to sections 127 and 127.1 of the Securities Act, R.S.O. 1990, c. S.5, as amended (the “Act”) at the offices of the Commission located at 20 Queen Street West, 17th Floor, on April 27, 2011 at 11:00 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 it is in the public interest for the Commission, at the conclusion of the hearing, to make an order:

(i) pursuant to clause 2 of section 127(1) of the Act that trading in any securities by Gary Marlon Hibbert (“Hibbert”); Ashanti Corporate Services Inc., formerly Power to Create Wealth Inc.; Dominion International Resource Management Inc., also operating as Kabash Resource Management Inc., collectively (the “Companies”); and Power to Create Wealth Inc. (Panama) (“PCWP”), (collectively, the “Respondents”) cease permanently or for such period as is specified by the Commission;

(ii) pursuant to clause 2.1 of section 127(1) of the Act the acquisition of any securities by the Respondents is prohibited permanently or for such other period as is specified by the Commission;

(iii) pursuant to clause 3 of section 127(1) of the Act that any exemptions contained in Ontario securities law do not apply to the Respondents permanently or for such period as is specified by the Commission;

(iv) pursuant to clause 6 of section 127(1) of the Act that the Respondents be reprimanded;

(v) pursuant to clauses 8, 8.2 and 8.4 of section 127(1) of the Act that the Individual Respondent be prohibited from becoming or acting as a director or officer of any issuer, registrant, or investment fund manager;

(vi) pursuant to clause 9 of section 127(1) of the Act that the Respondents pay an administrative penalty of not more than $1 million for each failure by the Respondents to comply with Ontario securities law;

(vii) pursuant to clause 10 of section 127(1) of the Act that the Respondents disgorge to the Commission any amounts obtained as a result of non-compliance by the Respondents with Ontario securities law;

(viii) pursuant to section 127.1 of the Act that the Respondents be ordered to pay the costs of the Commission investigation and the hearing; and

(ix) such further order as the Commission considers appropriate in the public interest.

BY REASON OF the allegations as set out in the Statement of Allegations of Staff of the Commission dated March 29, 2011 and such additional allegations as counsel may advise and the Commission may permit;

AND TAKE FURTHER NOTICE that any party to the proceedings 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 proceedings.

DATED at Toronto this 29th of March, 2011.

“Daisy Aranha” Per: John Stevenson Secretary to the Commission


April 1, 2011 (2011) 34 OSCB 3737



AND

IN THE MATTER OF MARLON GARY HIBBERT, ASHANTI CORPORATE SERVICES INC.,

DOMINION INTERNATIONAL RESOURCE MANAGEMENT INC., KABASH RESOURCE MANAGEMENT, POWER TO CREATE WEALTH INC.

AND POWER TO CREATE WEALTH INC. (PANAMA)

STATEMENT OF ALLEGATIONS OF STAFF OF THE ONTARIO SECURITIES COMMISSION

Staff of the Ontario Securities Commission (“the Commission”) make the following allegations:

I. OVERVIEW

1. This proceeding involves fraud, unregistered trading/advising and the illegal distribution of securities from January 2005 to December 2010 (the ‘Material Time”).

2. Gary Marlon Hibbert (“Hibbert”) solicited investors in Ontario to invest in the investment contracts through Ashanti Corporate Services Inc. (“Ashanti”), formerly Power to Create Wealth Inc. (“PCW”); Dominion International Resource Management Inc. (“Dominion”), also operating as Kabash Resource Management Inc. (“Kabash”), collectively (the “Companies”); and Power to Create Wealth Inc. (Panama) (“PCWP”), (collectively, the “Respondents”).

3. Hibbert was throughout the Material Time, the directing mind and sole officer, director and President of the Companies. Hibbert through Ashanti acted as the agent of PCWP, and Hibbert directed the transfer of, or himself transferred all the investorfunds that were sent to Panama.

4. Approximately $ 8.5 million was raised from over 200 investors in Ontario by issuing these non-prospectus qualified securities.

5. Hibbert guaranteed a return of 5% or 8.5% monthly, and that the principal and the interest were guaranteed. Hibbert and the Companies operated with increasing losses and relied on new investor funds to pay out existing contracts.

6. Hibbert through the Companies and PCWP perpetrated a fraud on investors in Ontario by misleading investors as to the use of the funds, by paying out existing investors with new investor funds, and by using investor funds for personal expenditures.

7. In 2008, Hibbert moved all existing investor funds, and any new investor funds to Panama. Hibbert has refused to disclose material information as required pursuant to section 13 of the Act, including information on funds and trading activity in Panama, and ownership and control of PCWP.

II. THE RESPONDENTS

8. Hibbert is the founder and Pastor of Dominion World Outreach Ministries Dominion Worship Centre Inc. Hibbert is also a founding member of Fight For Justice (“FFJ”), an organization with a social mandate to better the lives of members of the African-Canadian Community. Many of Hibbert’s investors are members of one of these organizations.

9. Hibbert is a resident of Ontario and was at all material times listed as the sole Officer, Director and President of the Companies.

10. PCW was incorporated on January 10, 2007, in the province of Ontario. PCW’s name was changed to Ashanti on February 19, 2008.

11. Dominion was incorporated on December 19, 2003, in the province of Ontario. Dominion has operated under the name Kabash at various times although Kabash has never been a registered name.

12. PCWP is a company that was registered in Panama at the Public Registry of the Republic of Panama on June 9, 2008. However, PCWP has never been registered with the National Securities Commission of the Republic of Panama (CNV), nor has it been authorized to participate in the securities market in or from Panama.


April 1, 2011 (2011) 34 OSCB 3738

13. The Respondents have never been registered with the Commission in any capacity.

III. BACKGROUND AND PARTICULARS

a. Illegal Distribution & Unregistered Trading/Advising – Sections 53 &25 of the Act

14. Hibbert has been soliciting investors since 2006, and has been selling securities of the Companies to investors in Canada and the U.S. but primarily in Ontario.

15. Hibbert has been advising investors in the buying and selling of the securities of the Companies and PCWP.

16. Securities issued by the Respondents were in the form of “Venture Capital Agreements” or “Loan Agreements” (the “Agreements”). The Agreements are “investment contracts” and therefore securities within the meaning of section 1(1) of the Act. The Agreements guarantee returns of 5% and in some cases, 8.5% per month (more than 100% per annum), plus the principal.

17. During the Material Time, approximately 8.5 million dollars was raised from investors in Ontario. Hibbert and the Companies represented to investors that they were in the business of trading in foreign exchange, and that business was profitable enough to guarantee the promised monthly returns and the principal.

18. Trades in the securities of the Companies and of PCWP were trades in securities not previously issued and were therefore a distribution. No prospectus or preliminary prospectus were ever filed and no receipts were issued by the Director.

19. There were no exemptions from the registration or prospectus requirements available to the Respondents.

b. Fraud – Section 126.1 of the Act

20. The Respondents engaged in a course of conduct related to securities that Hibbert, as the directing mind, knew or ought to have reasonably known by the end of 2008, perpetrated a fraud on investors.

21. Hibbert provided monthly statements to his investors. These statements showed the principal invested and the interest earned to date based on the rate of return in the Agreement with each investor. These statements provided no information on the actual trading activity. The account statement are misleading and fraudulent and provide a picture to the investor that is not accurate or true.

22. Hibbert continued to take on new investors throughout 2008 and 2009 despite knowing that he was operating with increasing losses.

23. Hibbert acting on behalf of the Companies used investor funds to pay out other investors. Approximately $3-4 million dollars of new investor money was used to pay existing investors. In 2009 all payments to investors ceased.

24. Hibbert personally profited by using investor funds for his family’s personal expenses including the lease payments of two luxury vehicles. Hibbert also directed the transfer of investor funds in the form of donations to his ministry, FFJ, and to his wife’s business.

25. Hibbert, in a series of correspondence to investors, misled and misrepresented the reasons for not paying investors and for not being able to return principal amounts invested.

c. Misleading Staff – Section 122 of the Act

26. On November 9, 2010, and January 27, 2011, Hibbert was examined pursuant to s.13 of the Act (the “Examinations”). During the Examinations, Hibbert gave undertakings to Staff to provide information with respect to material aspects of the investigation.

27. Hibbert failed to fulfill undertakings provided to Staff or provided incomplete or incorrect information to Staff in response to undertakings, including misleading contact information of a person of interest to the investigation.

28. Hibbert made statements during his Examinations about the control and ownership of PCWP that were misleading.

IV. BREACHES OF ONTARIO SECURITIES LAW AND CONDUCT CONTRARY TO THE PUBLIC INTEREST

29. Hibbert, the Companies, and PCWP traded and distributed securities without filing a prospectus in circumstances where no exemption was available, contrary to section 53 of the Act and contrary to the public interest.


April 1, 2011 (2011) 34 OSCB 3739

30. Hibbert , the Companies and PCWP traded and advised on the trading of the securities of the Companies and PCWP, without being registered and in circumstances where no exemption was available, contrary to section 25 of the Act and contrary to the public interest.

31. Hibbert engaged in or participated in acts practices or courses of conduct relating to the securities of the Companies and of PCWP that he knew or ought to have known perpetrated a fraud on persons contrary to section 126.1(b) and contrary to the public interest.

32. Hibbert made statements during his Examination to Staff in respect of Panama that were materially misleading or untrue and/or failed to state facts in respect of PCWP that were required to be stated, contrary to section 122 of the Act and contrary to the public interest.

33. Staff reserve the right to amend these allegation and to make such further allegations as the Commission may permit.



April 1, 2011 (2011) 34 OSCB 3740

1.3 News Releases

1.3.1 CSA, IIROC and MFDA launch expanded disciplined persons list

FOR IMMEDIATE RELEASE March 29, 2011

CSA, IIROC AND MFDA LAUNCH EXPANDED DISCIPLINED PERSONS LIST

Toronto – The Canadian Securities Administrators (CSA), the Investment Industry Regulatory Organization of Canada (IIROC) and the Mutual Fund Dealers Association (MFDA) today announced the launch of an expanded Canadian Disciplined Persons List.

The CSA has hosted a Disciplined Persons List on its website since 2009 as an information resource for historical records of disciplinary actions by provincial securities regulators. It has now been expanded to contain the names of persons disciplined by IIROC and the MFDA, each dating back to 2004.

“The expanded disciplined persons list is intended to assist the public and the securities industry in conducting due diligencewhen presented with investing opportunities,” said Bill Rice, Chair of the CSA and Chair and CEO of the Alberta Securities Commission. “Working with IIROC and the MFDA, we have proactively established a central, online location to make it easier to perform a comprehensive search of our disciplined persons.”

“We have heard from investors that it was frustrating to have to search multiple disciplinary lists and databases,” said Susan Wolburgh Jenah, President and CEO of IIROC. “This is an improvement for investor protection.”

“We want Canada’s investing public to have access to information that can help them become an informed investor,” said Larry M. Waite, President and CEO of the MFDA, “Participating with the CSA and IIROC helps us accomplish that aim.”

Sanctions imposed by securities regulators in Canada are already matters of public record. With the creation of this improved disciplined persons list, individuals who have been subject to sanctions, no matter how serious, imposed by any securities regulator, IIROC or the MFDA, can now be found and searched in one central location online.

The expanded Disciplined Persons List complements disciplinary databases made available by Canada’s various regulators, which detail cases involving firms and ongoing hearings. The MFDA and IIROC will each offer direct links to the CSA’s Disciplined Persons List from their own websites.

The disciplined persons list is available on the CSA website.

The CSA, the council of the securities regulators of Canada’s provinces and territories, co-ordinates and harmonizes regulationfor the Canadian capital markets.

IIROC is the national self-regulatory organization which oversees all investment dealers and trading activity on debt and equitymarketplaces in Canada.

The MFDA is the self-regulatory organization for Canadian mutual fund dealers, regulating the operations, standards of practiceand business conduct of its 136 Members and their approximately 75,000 Approved Persons with a mandate to protect investors and the public interest.

For more information:

Carolyn Shaw-Rimmington Sylvain Théberge Ontario Securities Commission Autorité des marchés financiers 416-593-2361 514-940-2176

Mark Dickey Ken Gracey Alberta Securities Commission British Columbia Securities Commission403-297-4481 604-899-6577

Ainsley Cunningham Wendy Connors-Beckett Manitoba Securities Commission New Brunswick Securities Commission 204-945-4733 506-643-7745


April 1, 2011 (2011) 34 OSCB 3741

Natalie MacLellan Barbara Shourounis Nova Scotia Securities Commission Saskatchewan Financial Services Commission 902-424-8586 306-787-5842

Janice Callbeck Doug Connolly PEI Securities Office Financial Services Regulation Div. Office of the Attorney General Newfoundland and Labrador 902-368-6288 709-729-2594

Graham Lang Louis Arki Yukon Securities Registry Nunavut Securities Office 867-667-5466 867-975-6587

Donn MacDougall Northwest Territories Securities Office867-920-8984


April 1, 2011 (2011) 34 OSCB 3742

1.3.2 Canadian Securities Regulators Propose Enhanced Oversight of Securitized Products

FOR IMMEDIATE RELEASE April 1, 2011

CANADIAN SECURITIES REGULATORS PROPOSE ENHANCED OVERSIGHT OF SECURITIZED PRODUCTS

Toronto – The Canadian Securities Administrators (CSA) today proposed a framework for the regulation of securitized products in Canada that would improve investor protection through enhanced transparency and disclosure requirements for securitized products and modify the current exemptions investors use to access these products in the exempt market.

Under the proposed framework, reporting issuers would be required to provide investors with information on the features and risks of securitized products. This information will be provided to investors at the time of product distribution and on an ongoing basis. These new disclosure requirements have been designed to be consistent with international developments. In addition, non-reporting issuers that distribute securitized products in the exempt market will also be subject to certain initial and ongoing disclosure requirements.

“The proposed rules build on the CSA’s efforts to provide increased transparency to investors while taking into account the particular features of the Canadian securitization markets,” said Bill Rice, Chair of the CSA and Chair and CEO of the Alberta Securities Commission. “We will work toward striking an appropriate balance between strong investor protection and an efficient,open marketplace.”

A key element of the proposed rules is the narrowing of the class of investors who can buy securitized products in the exempt market to a smaller, more sophisticated group. This feature is intended to help investors avoid products whose risk profiles andunderlying components may be unsuitable for their investment objectives.

The CSA is seeking input from investors and marketplace participants on the proposals. The comment period is open until June 24, 2011.

The Notice is available on the websites of various CSA members. The CSA, the council of the securities regulators of Canada’s provinces and territories, coordinates and harmonizes regulation for the Canadian capital markets.

For more information:

Carolyn Shaw-Rimmington Mark Dickey Ontario Securities Commission Alberta Securities Commission 416-593-2361 403-297-4481

Sylvain Théberge Ken Gracey Autorité des marchés financiers British Columbia Securities Commission 514-940-2176 604-899-6577

Ainsley Cunningham Wendy Connors-Beckett Manitoba Securities Commission New Brunswick Securities Commission 204-945-4733 506-643-7745

Natalie MacLellan Jennifer Anderson Nova Scotia Securities Commission Saskatchewan Financial Services Commission 902-424-8586 306- 798-4160

Janice Callbeck Doug Connolly PEI Securities Office Financial Services Regulation Div. Office of the Attorney General Newfoundland and Labrador 902-368-6288 709-729-2594

Graham Lang Louis Arki Yukon Securities Registry Nunavut Securities Office 867-667-5466 867-975-6587

Donn MacDougall Northwest Territories Securities Office867-920-8984


April 1, 2011 (2011) 34 OSCB 3743

1.4 Notices from the Office of the Secretary

1.4.1 QuantFX Asset Management Inc. et al.


IN THE MATTER OF THE SECURITIES ACT


AND

IN THE MATTER OF QUANTFX ASSET MANAGEMENT INC.,

VADIM TSATSKIN, LUCIEN SHTROMVASER AND ROSTISLAV ZEMLINSKY

TORONTO – The Office of the Secretary issued a Notice of Hearing for a hearing to consider whether it is in the public interest to approve the settlement agreements entered into between Staff of the Commission and (i) QuantFX Asset Management Inc. and Lucien Shtromvaser; and (ii) Rostislav Zemlinsky. The hearing will be held on March 28, 2011 at 10:00 a.m. in Hearing Room C on the 17th floor of the Commission's offices located at 20 Queen Street West, Toronto.

A copy of the Notice of Hearing dated March 24, 2011 is available at www.osc.gov.on.ca.

OFFICE OF THE SECRETARY JOHN P. STEVENSON SECRETARY

For media inquiries:

Wendy Dey Director, Communications & Public Affairs 416-593-8120

Carolyn Shaw-Rimmington Manager, Public Affairs 416-593-2361

Dylan Rae Media Relations Specialist 416-595-8934

For investor inquiries:

OSC Contact Centre 416-593-8314 1-877-785-1555 (Toll Free)

1.4.2 North American Financial Group Inc. et al.




AND

IN THE MATTER OF NORTH AMERICAN FINANCIAL GROUP INC.,

NORTH AMERICAN CAPITAL INC., ALEXANDER FLAVIO ARCONTI,

AND LUIGINO ARCONTI

TORONTO – The Commission issued an Order in the above named matter which provides that the Temporary Order as amended be further amended to permit NAFG and its officers and directors to issue Convertible Debentures in accordance with the Proposal (the “Further Amended Temporary Order”); the Further Amended Temporary Order is extended to Monday, May 2, 2011; and the hearing in this matter be adjourned to Friday, April 29, 2011 at 10:00 a.m. or to such other date or time as provided by the Secretary’s Office and agreed to by the parties.

A copy of the Order dated March 25, 2011 is available at www.osc.gov.on.ca.









April 1, 2011 (2011) 34 OSCB 3744

1.4.3 Rezwealth Financial Services Inc. et al.




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, pursuant to subsections 127(7) and 127(8) of the Act, the Amended Temporary Order is extended to the conclusion of the hearing on the merits; and the hearing of this matter is adjourned to Thursday, June 16, 2011 at 10:00 a.m. for a pre-hearing conference.









1.4.4 L. Jeffrey Pogachar et al.




AND

IN THE MATTER OF L. JEFFREY POGACHAR, PAOLA LOMBARDI AND

ALAN S. PRICE, NEW LIFE CAPITAL CORP., NEW LIFE CAPITAL INVESTMENTS INC., NEW LIFE CAPITAL ADVANTAGE INC., NEW LIFE CAPITAL STRATEGIES INC.,

2126375 ONTARIO INC., 2108375 ONTARIO INC., 2126533 ONTARIO INC., 2152042 ONTARIO INC., 2100228 ONTARIO INC., 2173817 ONTARIO INC.,

AND 1660690 ONTARIO LTD.

TORONTO – The Commission issued an Order in the above named matter which provides that the hearing dates for this matter is adjourned to December 5, 2011 to December 17, 2011 excluding December 6, 2011 peremptory to the Respondents with or without counsel.










April 1, 2011 (2011) 34 OSCB 3745

1.4.5 Innovative Gifting Inc. et al.




AND



TORONTO – The Office of the Secretary issued a Notice of Hearing for a hearing to consider whether it is in the public interest to approve a settlement agreement entered into by Staff of the Commission and Innovative Gifting Inc. and Terence Lushington. The hearing will be held on March 29, 2011 at 2:30 p.m. in Hearing Room C on the 17th floor of the Commission's offices located at 20 Queen Street West, Toronto.

A copy of the Notice of Hearing dated March 25, 2011 is available at www.osc.gov.on.ca.








1.4.6 Bernard Boily




AND


TORONTO – The Office of the Secretary issued a Notice of Hearing setting the matter down to be heard on April 28, 2011 at 10:00 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 March 29, 2011 in English and French and the Statement of Allegations of Staff of the Ontario Securities Commission dated March 29, 2011 in English and French are available at www.osc.gov.on.ca.









April 1, 2011 (2011) 34 OSCB 3746

1.4.7 Simply Wealth Financial Group Inc. et al.




AND

IN THE MATTER OF SIMPLY WEALTH FINANCIAL GROUP INC.,

NAIDA ALLARDE, BERNARDO GIANGROSSO, K&S GLOBAL WEALTH CREATIVE STRATEGIES INC., KEVIN PERSAUD, MAXINE LOBBAN AND

WAYNE LOBBAN

TORONTO – The Commission issued an Order in the above named matter which provides that this matter is adjourned to a confidential pre-hearing conference to be held on June 1, 2011 at 10:00 a.m.













AND



TORONTO – Following a hearing held today, the Commission issued an Order in the above named matter approving the Settlement Agreement reached between Staff of the Commission and Innovative Gifting Inc. and Terence Lushington.

A copy of the Order dated March 29, 2011 and Settlement Agreement dated March 25, 2011 are available at www.osc.gov.on.ca.









April 1, 2011 (2011) 34 OSCB 3747

1.4.9 Marlon Gary Hibbert et al.




AND

IN THE MATTER OF MARLON GARY HIBBERT,

ASHANTI CORPORATE SERVICES INC., DOMINION INTERNATIONAL RESOURCE

MANAGEMENT INC., KABASH RESOURCE MANAGEMENT, POWER TO CREATE WEALTH INC. AND POWER TO CREATE WEALTH INC. (PANAMA)

TORONTO – The Office of the Secretary issued a Notice of Hearing setting the matter down to be heard on April 27, 2011 at 11:00 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 March 29, 2011 and Statement of Allegations of Staff of the Ontario Securities Commission dated March 29, 2011 are available at www.osc.gov.on.ca.









April 1, 2011 (2011) 34 OSCB 3748


April 1, 2011 (2011) 34 OSCB 3749

Chapter 2

Decisions, Orders and Rulings

2.1 Decisions

2.1.1 Schneider Electric S.A.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – Application for relief from the prospectus and dealer registration requirements for certain trades made in connection with an employee share offering by a French issuer – The offering involves the use of collective employee shareholding vehicles, each a fonds communs de placement d’entreprise (FCPE) – The Filer cannot rely on the employee prospectus exemption in section 2.24 of National Instrument 45-106 Prospectus and Registration Exemptions and the Manager cannot rely on the plan administrator exemption in section 8.16 of National Instrument 31-103 Registration Requirements and Exemptions as the shares are not being offered to Canadian employees directly by the issuer but through the FCPEs – Canadian employees will receive disclosure documents – The FCPEs are subject to the supervision of the French Autorité des marchés financiers – Relief granted, subject to conditions.

Applicable Legislative Provisions

Securities Act (Ontario), ss. 53, 74. National Instrument 31-103 Registration Requirements and Exemptions, s. 8.16. National Instrument 45-102 Resale of Securities, s. 2.14. National Instrument 45-106 Prospectus and Registration Exemptions, s. 2.24.

March 25, 2011

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 SCHNEIDER ELECTRIC S.A.

(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

1. an exemption from the prospectus requirements of the Legislation (the “Prospectus Relief”) so that such requirements do not apply to

(a) trades in

(i) units (the “Principal Classic Units”) of an FCPE named Schneider Actionnariat Mondial (the “Principal Classic FCPE”), which is a fonds commun de placement d’entreprise or “FCPE,” a form of collective shareholding vehicle of a type commonly used in France for the conservation of shares held by employee-investors; and


April 1, 2011 (2011) 34 OSCB 3750

(ii) units (together with the Principal Classic Units, each and collectively, “Units”) of a temporary FCPE named Schneider Relais International 2011 (the “Temporary Classic FCPE”) which will merge with the Principal Classic FCPE following the Employee Share Offering (as defined below) as further described in paragraph 12 of the Representations;

made pursuant to the Employee Share Offering (as defined below) to or with Qualifying Employees (as defined below) resident in the Jurisdiction and in the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Québec, Nova Scotia, New Brunswick and Newfoundland and Labrador (collectively, the “Canadian Employees,” and the Canadian Employees who subscribe for Units, the “Canadian Participants”); and

(b) trades of ordinary shares of the Filer (the “Shares”) by the Principal Classic FCPE and the Temporary Classic FCPE to or with Canadian Participants upon the redemption of Units thereof as requested by Canadian Participants;

2. an exemption from the dealer registration requirements of the legislation (the “Registration Relief”) so that such requirements do not apply to the Schneider Electric Group (including the Filer and the Local Affiliates (as defined below)), the Temporary Classic FCPE, the Principal Classic FCPE and Natixis Asset Management (the “Management Company”) in respect of

(a) trades in Units made pursuant to the Employee Share Offering to or with Canadian Employees; and

(b) trades in Shares of the Filer by the Temporary Classic FCPE and/or the Principal Classic FCPE to or with Canadian Participants upon the redemption of Units as requested by Canadian Participants.

(the Prospectus Relief and the Registration Relief, collectively, the “Offering Relief”)

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 British Columbia, Alberta, Saskatchewan, Manitoba, Québec, Nova Scotia, New Brunswick and Newfoundland and Labrador.

Interpretation

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

Representations

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

1. The Filer is a corporation formed under the laws of France. It is not, and has no current intention of becoming, a reporting issuer (or equivalent) under the Legislation or under the securities legislation of any other jurisdiction of Canada. The head office of the Filer is located in France and the Shares are listed on Euronext Paris. The Filer is not in default under the Legislation or under the securities legislation of any other jurisdiction of Canada.

2. The Filer carries on business in Canada through certain affiliated companies that employ Canadian Employees, including Schneider Electric Canada Inc., Power Measurement Ltd., Juno Lighting Ltd. and APC-MGE Critical Power & Cooling Services and Control Microsystems Inc. (collectively, the “Local Affiliates,” together with the Filer and other affiliates of the Filer, the “Schneider Electric Group”). None of the Local Affiliates is in default under the Legislation or the securities legislation of any other jurisdiction of Canada.

3. Each of the Local Affiliates is a direct or indirect-controlled subsidiary of the Filer and is not, and has no current intention of becoming, a reporting issuer (or equivalent under the Legislation or under the securities legislation of any other jurisdiction of Canada. The head office of the Schneider Electric Group in Canada is located in Toronto, Ontario, more senior management of the Schneider Electric Group in Canada reside in Ontario than in any other Province, there are more assets of the Schneider Electric Group in Canada in Ontario than in any other Province and there are more clients of the Schneider Electric Group in Canada in Ontario than in any other Province.

4. As of the date hereof and after giving effect to the Employee Share Offering (as defined below), Canadian residents do not and will not beneficially own (which term, for the purposes of this paragraph, is deemed to include all Shares held


April 1, 2011 (2011) 34 OSCB 3751

by the Principal Classic FCPE and the Temporary Classic FCPE on behalf of Canadian Participants) more than 10% of the Shares and do not and will not represent in number more than 10% of the total number of holders of the Shares as shown on the books of the Filer.

5. The Filer has established a global employee share offering for employees of the Schneider Electric Group (the “Employee Share Offering”). The Employee Share Offering is comprised of one subscription option, being an offering of Shares to be subscribed through the Temporary Classic FCPE, which Temporary Classic FCPE will be merged with the Principal Classic FCPE after completion of the Employee Share Offering (subject to the approval of the FCPE’s supervisory board and the French AMF (defined below)) (the “Classic Plan”).

6. Only persons who are employees of a member of the Schneider Electric Group during the reservation period and the revocation period for the Employee Share Offering and who meet other employment criteria (the “Qualifying Employees”) will be allowed to participate in the Employee Share Offering. Canadian Employees may indicate the amount they wish to invest in the Employee Share Offering by completing and submitting a subscription/reservation order during a “reservation period.” The subscription price will be set following the end of the reservation period, after which there will be a revocation period during which subscribers may cancel all (but not part) of their reservation in the Classic Plan. If reservations are not revoked at the end of the revocation period, the initial reservation will become a binding subscription.

7. The Principal Classic FCPE and the Temporary Classic FCPE have been established for the purpose of implementing the Employee Share Offering. There is no current intention for either the Principal Classic FCPE or the Temporary Classic FCPE to become a reporting issuer (or equivalent) under the Legislation or the securities legislation of any other jurisdiction of Canada.

8. As set forth above, each of the Temporary Classic FCPE and the Principal Classic FCPE is an FCPE (a fonds commun de placement d’entreprise) which is a shareholding vehicle of a type commonly used in France for the conservation or custodianship of shares held by employee investors. The Principal Classic FCPE and the Temporary Classic FCPE have been registered with the French Autorité des marchés financiers (the “French AMF”). Only Qualifying Employees will be allowed to hold Units issued pursuant to the Employee Share Offering.

9. All Units acquired in the Employee Share Offering by Canadian Participants will be subject to a hold period of approximately five years (the “Lock-Up Period”), subject to certain exceptions prescribed by French law and provided for in the Schneider Electric International Employee Shareholding Plan (such as a release on death or termination of employment, or the exception that the Canadian Participant’s employer ceases to be an affiliate of the Filer).

10. Under the Classic Plan, Canadian Participants will subscribe for Units in the Temporary Classic FCPE, and the Temporary Classic FCPE will then subscribe for Shares on behalf of Canadian Participants using the Canadian Participants’ contributions and the employer contributions from Local Affiliates that employ the Canadian Participants, as described in paragraph 11. The subscription price will be the Canadian dollar equivalent equal to the average of the opening price of the Shares (expressed in Euros) on the 20 trading days preceding the date of fixing of the subscription price by the Management Board of the Filer (the “Reference Price”), less a 20% discount.

11. As indicated above, the Local Affiliate employing a Canadian Participant will also contribute on behalf of such Canadian Participant an amount into the Classic Plan. For each contribution that a Canadian Participant makes into the Classic Plan up to the Canadian dollar equivalent of 1,000 Euros, the Local Affiliate employing such Canadian Participant will contribute 100% of such amount into the Classic Plan on behalf of such Canadian Participant. If applicable, for the portion of each contribution that a Canadian Participant makes in the Classic Plan that is greater than the Canadian dollar equivalent of 1,000 Euros and up to and including 2,600 Euros, the Local Affiliate employing such Canadian Participant will contribute 50% of such additional amount into the Classic Plan on behalf of such Canadian Participant. For clarity, the maximum contribution by a Local Affiliate in respect of a Canadian Participant is the Canadian dollar equivalent of 1,800 Euros (i.e., 100% of the first 1,000 Euro contribution and 50% of the next 1,600 Euro contribution). If a Canadian Participant contributes more than the Canadian dollar equivalent of 2,600 Euros, then the Local Affiliate that employs such Canadian Participant will not contribute any amount in respect of the portion of the Canadian Participant’s contribution that exceeds the Canadian dollar equivalent of 2,600 Euros.

12. Initially, the Shares will be held in the Temporary Classic FCPE and the Canadian Participant will receive Units in the Temporary Classic FCPE. Following the completion of the Employee Share Offering, the Temporary Classic FCPE will be merged with the Principal Classic FCPE (subject to the approval of the FCPE’s supervisory board and the French AMF). Units of the Temporary Classic FCPE held by Canadian Participants will be replaced with Units of the Principal Classic FCPE on a pro rata basis and the Shares subscribed for under the Employee Share Offering will be held in the Principal Classic FCPE (the “Merger”).


April 1, 2011 (2011) 34 OSCB 3752

13. The term “Classic FCPE” used herein means, prior to the Merger, the Temporary Classic FCPE, and following the Merger, the Principal Classic FCPE.

14. Under the Classic Plan, at the end of the Lock-Up Period a Canadian Participant may

(a) request the redemption of Units in the Classic FCPE in consideration for the underlying Shares or a cash payment equal to the then market value of the Shares, or

(b) continue to hold Units in the Classic FCPE and request the redemption of those Units at a later date.

15. Dividends paid on the Shares held in the Classic FCPE will be contributed to the Classic FCPE and used to purchase additional Shares. To reflect this reinvestment, no new Units will be issued. Instead, the reinvestment will increase the asset base of the Classic FCPE as well as the value of the Units held by Canadian Participants.

16. The Reference Price and subscription price will not be known to Canadian Employees until after the end of the subscription period. However, this information will be provided to Canadian Employees prior to the start of the revocation period, during which Canadian Participants may choose to revoke all (but not part) of their subscription under the Classic Plan and thereby not participate in the Employee Share Offering.

17. Each of the Temporary Classic FCPE and the Principal Classic FCPE is an FCPE which is a limited liability entity under French law. The portfolio of each of the Principal Classic FCPE and the Temporary Classic FCPE will consist almost entirely of Shares of the Filer, but may, from time to time, include cash in respect of dividends paid on the Shares which will be reinvested in Shares. From time to time, each portfolio may also include cash or cash equivalents that the Principal Classic FCPE and the Temporary Classic FCPE may hold pending investments in Shares and for the purposes of Unit redemptions.

18. The Management Company is a portfolio management company governed by the laws of France. The Management Company is registered with the French AMF to manage French investment funds and complies with the rules of the French AMF. To the best of the Filer’s knowledge, the Management Company is not, and has no current intention of becoming, a reporting issuer (or equivalent) under the Legislation or the securities legislation of any other jurisdiction of Canada.

19. The Management Company’s portfolio management activities in connection with the Employee Share Offering and the Principal Classic FCPE and the Temporary Classic FCPE are limited to subscribing for Shares from the Filer and selling such Shares as necessary in order to fund redemption requests.

20. The Management Company is also responsible for preparing accounting documents and publishing periodic informational documents as provided by the rules of each of the Principal Classic FCPE and the Temporary Classic FCPE. The Management Company’s activities do not affect the underlying value of the Shares and the Management Company will not be involved in providing advice to any Canadian Employees with respect to an investment in the Units. To the best of the Filer’s knowledge, the Management Company is not in default of the Legislation or the securities legislation of any other jurisdiction of Canada.

21. Shares issued in the Employee Share Offering will be deposited in the Principal Classic FCPE and/or the Temporary Classic FCPE, as applicable, through CACEIS Bank (the “Depositary”), a large French commercial bank subject to French banking legislation.

22. Under French law, the Depositary must be selected by the Management Company from among a limited number of companies identified on a list maintained by the French Minister of the Economy, Finance and Industry and its appointment must be approved by the French AMF. The Depositary carries out orders to purchase, trade and sell securities in the portfolio and takes all necessary action to allow each of the Principal Classic FCPE and the Temporary Classic FCPE to exercise the rights relating to the securities held in its respective portfolio.

23. The Unit value of the Classic FCPE will be calculated and reported to the French AMF on a regular basis, based on the net assets of the Classic FCPE divided by the number of Units outstanding. The value of Classic FCPE Units will be based on the value of the underlying Shares, but the number of Units of the Classic FCPE will not correspond to the number of the underlying Shares (e.g., dividends will be reinvested in additional Shares and increase the value of each Unit).

24. All management charges relating to the Classic FCPE will be paid from the assets of the Classic FCPE or by the Filer, as provided in the regulations of the Classic FCPE.


April 1, 2011 (2011) 34 OSCB 3753

25. Participation in the Employee Share Offering is voluntary, and the Canadian resident Qualifying Employees will not be induced to participate in the Employee Share Offering by expectation of employment or continued employment.

26. The total amount invested by a Canadian Employee in the Employee Share Offering cannot exceed 25% of his or her gross annual compensation for the 2010 calendar year. Notwithstanding the foregoing, the employer of a Canadian Employee shall have the discretion to permit a Canadian Employee to use his or her estimated gross annual compensation for the 2011 calendar year instead of actual 2010 gross annual compensation for the above-mentioned limits.

27. None of the Filer, the Management Company, the Local Affiliates or any of their employees, agents or representatives will provide investment advice to the Canadian Employees with respect to an investment in the Shares or the Units.

28. The Canadian Employees will receive an information package in the French or English language, according to their preference, which will include a summary of the terms of the Employee Share Offering, a tax notice relating to the Classic FCPE containing a description of Canadian income tax consequences of subscribing to and holding Units of the Classic FCPE and requesting the redemption of such Units for cash or Shares at the end of the Lock-Up Period, a reservation form (in electronic format) and a revocation form (in electronic format). These documents will be available in both English and French.

29. Upon request, Canadian Employees may receive copies of the Filer’s French Document de Référence filed with the French AMF in respect of the Filer and a copy of the rules of the Temporary Classic FCPE and the Principal Classic FCPE (which are analogous to company by-laws). The Canadian Employees will also have access to copies of the continuous disclosure materials relating to the Filer that are furnished to holders of the Shares.

30. Canadian Participants will receive an initial statement of their holdings under the Classic Plan, together with an updatedstatement at least once per year.

31. There are approximately 1,600 Canadian Employees resident in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec, Nova Scotia, New Brunswick, and Newfoundland and Labrador (with the greatest number, approximately 687 and 600, resident in British Columbia and Ontario, respectively), who represent, in the aggregate, less than 2% of the number of employees in the Schneider Electric Group worldwide.

32. The Units will not be listed on any exchange.

Decision

The principal regulator is satisfied that the test contained in the Legislation that provides the principal regulator with the jurisdiction to make the decision has been met.

The decision of the principal regulator under the Legislation is that the Offering Relief is granted provided that the prospectus requirements of the Legislation will apply to the first trade in any Units or Shares acquired by Canadian Participants pursuant to this decision unless the following conditions are met:

(a) the issuer of the security

(i) was not a reporting issuer in any jurisdiction of Canada at the distribution date, or

(ii) is not a reporting issuer in any jurisdiction of Canada at the date of the trade;

(b) at the distribution date, after giving effect to the issue of the security and any other securities of the same class or series that were issued at the same time as or as part of the same distribution as the security, residents of Canada

(i) did not own, directly or indirectly, more than 10% of the outstanding securities of the class or series, and

(ii) did not represent in number more than 10% of the total number of owners, directly or indirectly, of securities of the class or series; and

(c) the first trade is made

(i) through the facilities of an exchange, or a market, outside of Canada, or


April 1, 2011 (2011) 34 OSCB 3754

(ii) to a person or company outside of Canada.

“Christopher Portner” Commissioner Ontario Securities Commission

“Paulette Kennedy” Commissioner Ontario Securities Commission


April 1, 2011 (2011) 34 OSCB 3755

2.1.2 Pareto Corporation – s. 1(10)

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – Issuer deemed to no longer be a reporting issuer under securities legislation.


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

March 25, 2011

Elise Lenser Stikeman Elliott LLP 5300 Commerce Court 199 Bay Street Toronto, Ontario M5L 1B9

Dear Sirs/Mesdames:

Re: Pareto Corporation (the Applicant) – application for a decision under the securities legislation of Ontario and Alberta (the Jurisdictions) that the Applicant is not a reporting issuer

The Applicant has applied to the local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions for a decision under the securities legislation (the Legislation) of the Jurisdictions that the Applicant is not a reporting issuer.

As the Applicant has represented to the Decision Makers that:

(a) the outstanding securities of the Applicant, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 security holders in each of the jurisdictions in Canada and fewer than 51 security holders in total in Canada;

(b) no securities of the Applicant are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation;

(c) the Applicant is applying for a decision that it is not a reporting issuer in all of the jurisdictions in Canada in which it is currently a reporting issuer; and

(d) the Applicant is not in default of any of its obligations under the Legislation as a reporting issuer,

each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the decision has been met and orders that the Applicant is not a reporting issuer.

“Jo-Anne Matear” Assistant Manager, Corporate Finance Ontario Securities Commission

2.1.3 CI Investments Inc.

Headnote

NP 11-203 – Process for Exemptive Relief Applications in Multiple Jurisdictions – Relief from the dealer registration requirement granted to portfolio manager in respect of trades in securities of prospectus-qualified funds in a model portfolio product sold by affiliated dealers. Relief from the know-your-client and suitability requirements granted to portfolio manager in respect of investors in model portfolio product sold by affiliated dealers.


Securities Act (Ontario), ss. 25, 74(1). National Instrument 31-103 Registration Requirements and

Exemptions, ss. 13.2, 13.3.

March 25, 2011


ONTARIO (the Jurisdiction)

AND



AND

IN THE MATTER OF CI INVESTMENTS INC.

(the Filer)

DECISION

Background

The securities regulatory authority or regulator in Ontario (the Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdiction (the Legislation) exempting the Filer from:

(a) the requirement in the Legislation that the Filer be registered as a dealer in order to effect Reallocation Trades (as defined below);

(b) with respect to investors in the PSS Managed Accounts (as defined below), the requirement in the Legislation that the Filer must take reasonable steps to:

(i) establish the identity of a client and, if the Filer has cause for concern, make reasonable inquiries as to the reputation of the client;


April 1, 2011 (2011) 34 OSCB 3756

(ii) establish whether the client is an insider of a reporting issuer or any other issuer whose securities are publicly traded;

(iii) ensure that the Filer has sufficient information regarding the client’s investment needs, objectives, financial circumstances and risk tolerance to enable the Filer to meet its obligations under the Legislation; and

(iv) keep the information described above current,

(the Know Your Client Requirement); and

(c) with respect to investors in the PSS Managed Accounts (as defined below), the requirement in the Legislation that the Filer must take reasonable steps to ensure that, before it makes a recommendation to or accepts an instruction from a client to buy or sell a security, or makes a purchase or sale of a security for a client’s managed account, the purchase or sale is suitable for the client (the Suitability Requirement),

(the Requested Relief).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions:

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

(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 by the Filer in all the provinces and territories of Canada in respect of the Requested Relief; and

(c) this decision is the decision of the principal regulator.

Interpretation

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

Representations


Facts

1. The Filer is a corporation subsisting under the laws of the Province of Ontario. The Filer is registered as an adviser in the category of portfolio manager and as a dealer in the category of exempt market dealer under the Legislation.

2. Assante Financial Management Ltd. (Assante Financial) is a corporation subsisting under the laws of the Province of Ontario. Assante Financial is registered as a dealer in the category of mutual fund dealer under the Legislation and is a member of the Mutual Fund Dealers Association of Canada (the MFDA).

3. Assante Capital Management Ltd. (Assante Capital and, together with Assante Financial, the Assante Dealers) is a corporation subsisting under the federal laws of Canada. Assante Capital is registered as dealer in the category of investment dealer under the Legislation and is a member of the Investment Industry Regulatory Organization of Canada (IIROC).

4. The head office of the Filer is in Ontario. Each Assante Dealer is an affiliate of the Filer. To the best of its knowledge, the Filer is not in default of the Legislation.

5. The Filer is the manager of mutual funds (the Existing Funds) which are subject to the requirements of National Instrument 81-102 – Mutual Funds (NI 81-102). The Filer may, in the future, become the manager of additional mutual funds (the Future Funds and, together with the Existing Funds, the Funds) that are subject to the requirements of NI 81-102.

6. The Filer proposes to offer a service called Portfolio Select Series Managed Accounts (PSS Managed Accounts) to certain investors in the Funds. PSS Managed Accounts will be available exclusively through the Assante Dealers.

7. Under the PSS Managed Accounts program, the Filer will construct a number of model portfolios (the Model Portfolios) of Funds. Each Model Portfolio will have its unique target asset allocations between equity investments and income producing investments and occupy successive portions of the investing spectrum from 100% equity exposure to 100% income producing exposure. Each Model Portfolio will be comprised exclusively of securities of the Funds.

8. If an investor is interested in utilizing a PSS Managed Account, the investor will complete an investor profile questionnaire (the Questionnaire)with his or her Assante Dealer. The Assante Dealer will then use the responses to the Questionnaire, together with the Assante Dealer’s other knowledge of the investor, to complete a “know your client” review of the investor’s circumstances. This will enable the Assante Dealer to consider the investor’s financial circumstances, investment knowledge, investment objectives and risk tolerance, and thereby assist the Assante Dealer with recommending a Model Portfolio to the investor that is suitable for the investor. If the investor has not already


April 1, 2011 (2011) 34 OSCB 3757

established an account with the Assante Dealer, the investor will complete an account application and agreement to establish such an account.

9. The investor then will receive from his or her Assante Dealer a description of the Model Portfolio selected by the investor (the Selected Model Portfolio). The description of the Selected Model Portfolio will include a permitted range within which the target asset allocations of the Selected Model Portfolio may vary. The Selected Model Portfolio will be broken down into different asset classes (Asset Classes). Each Asset Class will be allocated a permitted range (the PermittedRanges), being a minimum and maximum percentage of the Selected Model Portfolio that can be allocated to Funds of that particular class. The Asset Classes and Permitted Ranges will be disclosed to the investor and will not be changed without the investor’s consent.

10. The investor will utilize a PSS Managed Account to directly hold securities of the Funds associated with the Selected Model Portfolio. Each investor in a PSS Managed Account also will authorize the Filer to manage the PSS Managed Account on a discretionary basis with a view to ensuring that the PSS Managed Account continues to abide by the stated objectives of the Selected Model Portfolio. In doing so, the Filer will determine a benchmark percentage (the Benchmark Percentages) for each Asset Class, representing the target percentage within the Permitted Range of that Asset Class. The Filer will adjust the Benchmark Percentages in its discretion. The Filer also will use its discretion in selecting which Funds will be used for each Asset Class, provided the investment objective and strategies of the Fund are consistent with the Asset Class.

11. Each investor also will authorize the Filer in writing to reallocate securities of the Funds held in the PSS Managed Account to:

(a) reflect changes made by the Filer to the Selected Model Portfolio from time to time; and

(b) rebalance the holdings in the PSS Managed Account from time to time in the Filer’s discretion to more closely match the Benchmark Percentages of the Selected Model Portfolio,

collectively, Reallocation Trades.

12. Pursuant to the written authorization from the investor to the Filer, the Filer will be responsible to the investor for ensuring that the investor’s monies in the PSS Managed Account are invested in accordance with the terms of the Selected Model Portfolio. However, the Know Your Client Requirement and Suitability Requirement will not

apply to the Filer’s relationship with the investor in a PSS Managed Account.

13. The investor’s Assante Dealer will be responsible for gathering and periodically updating “know your client” information concerning the investor and confirming the suitability of the Selected Model Portfolio for the investor. However, the Assante Dealer will not be responsible for the Filer’s obligations to the investor to manage the PSS Managed Account in accordance with the Selected Model Portfolio, nor will any Assante Dealer participate in facilitating any Reallocation Trades. Neither Assante Dealer will acquire discretionary authority from its clients in connection with PSS Managed Accounts. Accordingly, neither Assante Dealer will be required to seek registration as an adviser under the Legislation in order to offer PSS Managed Accounts to their clients.

14. Sales communications and account opening documents will explain the different responsibilities of the Assante Dealer and the Filer with respect to the investor and the investor’s PSS Managed Account. This will include disclosure that the Filer is responsible for managing the investor’s PSS Managed Account without reference to the investor’s circumstances and only in accordance with the model portfolio selected by the investor, and the Assante Dealer alone will have the responsibility to determine that the selected model portfolio is and remains suitable for the investor.

15. The investor will be provided with the simplified prospectus or other offering document required by the Legislation for the Funds included in the investor’s PSS Managed Account on an annual basis. In addition, the investor will be provided with the simplified prospectus or other offering document required by the Legislation for each Fund not included in the investor’s PSS Managed Account prior to investing any of the PSS Managed Account in such Fund.

16. The investor’s Assante Dealer will not act on behalf of the investor when the Filer effects a Reallocation Trade for the investor. Accordingly, neither Assante Dealer will be required by the Legislation to deliver trade confirmations to the investor for Reallocation Trades. The documentation executed by the investor in connection with establishing a PSS Managed Account will disclose that the investor will not receive trade confirmations for Reallocation Trades.

17. All Reallocation Trades will be reflected in the investor’s account on the day following the Reallocation Trade, and also will be reflected in the trade blotter to be shared by the Filer and the investor’s Assante Dealer in connection with the PSS Managed Account. The investor’s Assante


April 1, 2011 (2011) 34 OSCB 3758

Dealer will reflect all Reallocation Trades in the investor’s account in accordance with the Legislation.

18. The investor’s Assante Dealer will send the investor a statement of account in accordance with the requirements of the MFDA or IIROC, as applicable. Such statements of account will be sent monthly if any transactions have occurred in the PSS Managed Account during the month, otherwise the statement of account will be sent monthly or quarterly. Such statements of account will identify the assets being managed on behalf of the investor through the PSS Managed Account and will include, for each Reallocation Trade made during the period, the information that the investor’s Assante Dealer would otherwise have been required to include in a trade confirmation in accordance with the Legislation. Such statements of account also will reconfirm that the investor will not receive trade confirmations for Reallocation Trades.

19. In addition, the Filer will send periodic reports to the investor summarizing the Filer’s activities in the PSS Managed Account.

20. The fees and expenses charged in respect of the classes of securities of the Funds that are available in a PSS Managed Account will be disclosed in the simplified prospectuses of the Funds. Neither the Funds nor their investors will pay any additional fees or expenses for utilizing a PSS Managed Account. The sales charges, redemption fees and other fees charged to investors for investing in securities of a Fund using a PSS Managed Account will be the same as those charged to investors that purchase or hold the same classes of securities of other Funds outside a PSS Managed Account. The Filer, as manager of the Funds included in the PSS Managed Account, will receive management, administration and other fees from the Funds and/or the investor in the usual manner for securities of the classes of the Funds included in the PSS Managed Account. No sales charges, redemption fees, switch fees or early trading fees will be charged in connection with Reallocation Trades. Accordingly, there will be no duplication of any fees or charges as a result of an investor’s decision to utilize a PSS Managed Account.

21. In the absence of the Requested Relief, the Filer will be required to register as a dealer in the category of mutual fund dealer under the Legislation and become a member of the MFDA in order to effect the Reallocation Trades.

22. In the absence of the Requested Relief, the Filer will be required to gather and update the information contemplated by the Know Your Client Requirement for each investor with a PSS Managed Account.

23. In the absence of the Requested Relief, the Filer will be required by the Suitability Requirement to ensure that each Reallocation Trade in an investor’s PSS Managed Account is suitable for the investor rather than invested in accordance with the terms of the investor’s Selected Model Portfolio.

Decision

The Decision Maker 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 Maker under the Legislation is that the Requested Relief is granted provided that:

(a) the Filer is, at the time of the Reallocation Trade, registered under the Legislation as an adviser in the category of portfolio manager;

(b) the Reallocation Trade is made in accordance with the terms of the Selected Model Portfolio of the PSS Managed Account in which the Reallocation Trade occurs; and

(c) the Filer has taken reasonable steps to assure itself that the investor’s Assante Dealer has complied with the Know Your Client Requirement and Suitability Requirement with respect to the investor.


“Paulette L. Kennedy” Commissioner Ontario Securities Commission


April 1, 2011 (2011) 34 OSCB 3759

2.1.4 Uranium One Inc.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions.

National Instrument 51-102 Continuous Disclosure Obligations, s. 13.1 – BAR – An issuer requires relief from the requirement toinclude certain financial statements in a business acquisition report – The issuer is required to include financial statements forthe most recently completed financial year of the business ended on or before the acquisition date and for the most recently completed interim period ended before the acquisition date; the acquisition date occurred just shortly before the business’ financial year-end; there were no significant changes to the business or its assets or liabilities during the period from the acquisition date to the end of the financial year; the issuer will include the annual financial statements of the business for themost recently completed year end and appropriate adjustments for the period from the acquisition date to the end of the financial year in the issuer’s pro forma statements.

National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards – Reconciliation relief – An issuer wants relief from the requirement to reconcile certain acquisition statements to Canadian GAAP – The issuer will provide pro forma financial statements prepared as outlined in section 8.7(9) of CP 51-102 as it applies to financial years beginning on or afterJanuary 1, 2011; the pro forma financial statements will present any material accounting policy differences between Canadian GAAP – Part V and IFRS that can be reasonably estimated as adjustments to the pro forma income statement and describe such differences in the notes to the pro forma income statement.

National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards – Audit relief – An issuer wants relief fromthe requirement to audit acquisition statements in accordance with Canadian or U.S. GAAS – The issuer acquired or will acquire a business whose historical financial statements have not been audited in accordance with Canadian or U.S. GAAS; the acquired business’ financial statements have been audited in accordance with International Standards on Auditing; the auditor ofthe acquisition statements has represented to the filer that it has expertise and experience in ISAs; the auditor’s report will state that the acquisition statements were audited in accordance with ISAs as issued by the IAASB.

Applicable Ontario Provisions

National Instrument 51-102 Continuous Disclosure Obligations, s. 13.1. National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards.

March 8, 2011

IN THE MATTER OF THE SECURITIES LEGISLATION OF BRITISH COLUMBIA AND ONTARIO

(the Jurisdictions)

AND



AND

IN THE MATTER OF URANIUM ONE INC.

(the Filer)

DECISION

Background

1 The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) (i) to permit the Filer toinclude in its business acquisition report acquisition statements that are more recent than the acquisition statements prescribed by section 8.4 (1) of National Instrument 51-102 – Continuous Disclosure Obligations (NI 51-102), (ii) that the Canadian GAAP reconciliation requirements under section 4.11(5) of National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards (NI 52-107) do not apply to such acquisition statements, and (iii) that


April 1, 2011 (2011) 34 OSCB 3760

such acquisition statements may be audited in accordance with International Standards on Auditing (ISA) issued by the International Audit and Assurance Standards Board (the IAASB) notwithstanding section 4.12(1) of NI 52-107 (the Exemptions Sought).

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

(a) the British Columbia Securities Commission is the principal regulator for this application,

(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 Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Newfoundland and Labrador and Prince Edward Island, and

(c) the decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

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

Representations

3 This decision is based on the following facts represented by the Filer:

1. the Filer is a company continued under the laws of Canada; the Filer’s head office is located in Vancouver, British Columbia;

2. the Filer is engaged, through its subsidiaries and joint ventures, in the mining and production of uranium and in the acquisition, exploration and development of uranium properties, primarily in Kazakhstan;

3. the Filer is a reporting issuer in each of the provinces of Canada, and is not in default of securities legislation in any jurisdiction;

4. the Filer’s common shares are listed on the Toronto Stock Exchange under the symbol “UUU”;

5. the Filer’s annual financial statements for the years up to and including the financial year ended December 31, 2010 have been prepared in accordance with Canadian GAAP determined with reference to Part V of the Handbook applicable to public enterprises (Canadian GAAP – Part V) and audited in accordance with Canadian GAAS;

6. the Filer’s annual financial statements for the years commencing on or after January 1, 2011 will be prepared in accordance with Canadian GAAP determined with reference to Part I of the Handbook applicable to publicly accountable enterprises and will be audited in accordance with Canadian GAAS, in accordance with NI 52-107;

The Acquisition

7. on December 27, 2010 the Filer acquired (the Acquisition) from Effective Energy N.V. and Uranium Mining Company, both of which are wholly-owned subsidiaries of Joint Stock Company Atomredmetzoloto (ARMZ), a 50% interest in Joint Stock Company Joint Venture Akbastau (Akbastau) and a 49.67% interest in Joint Stock Company Kazakh-Russian-Kyrgyz Joint Venture with Foreign Investments Zarechnoye (Zarechnoye);

8. as a result of the Acquisition and certain related transactions, ARMZ currently owns approximately 51.4% of the outstanding shares of the Filer;

9. ARMZ is a joint stock company incorporated under the laws of the Russian Federation; ARMZ is not now, nor was it at any relevant time, a reporting issuer in any jurisdiction of Canada or the equivalent in any other jurisdiction;

10. Akbastau is a joint stock company formed under the laws of the Republic of Kazakhstan; Akbastau owns and operates the Akbastau Uranium Mine in Kazakhstan; Akbastau is not now, nor was it at any relevant time, a reporting issuer in any jurisdiction of Canada or the equivalent in any other jurisdiction;


April 1, 2011 (2011) 34 OSCB 3761

11. Zarechnoye is a joint stock company formed under the laws of the Republic of Kazakhstan; Zarechnoye owns and operates the Zarechnoye Uranium Mine in Kazakhstan; Zarechnoye is not now, nor was it at any relevant time, a reporting issuer in any jurisdiction of Canada or the equivalent in any other jurisdiction;

12. each of ARMZ, Akbastau and Zarechnoye is a “foreign issuer” for the purposes of NI 52-107;

The Disclosure

13. the Acquisition was a “related party transaction” for the Filer, within the meaning of section 1.1 of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (MI 61-101), since at the time the Acquisition was agreed on ARMZ owned more than 10% of the outstanding common shares of the Filer;

14. as a result, the Filer was required under section 5.6 of MI 61-101 to obtain approval of the Acquisition from the shareholders of the Filer in accordance with Part 8 of MI 61-101;

15. the Filer provided to its shareholders a management information circular dated August 3, 2010 (the Circular) for purposes of a special meeting of shareholders on August 31, 2010 to consider the Acquisition;

16. the Circular was accompanied by:

(a) the audited annual consolidated financial statements of Akbastau and Zarechnoye for the years ended December 31, 2009, December 31, 2008, and December 31, 2007 (Circular Annual Statements);

(b) the unaudited interim consolidated financial statements of Akbastau and Zarechnoye for the three months ended March 31, 2010 (together with the Circular Annual Statements, the Circular Statements); and

(c) the pro forma financial statements of the Filer which reflect the completion of the Acquisition and related transactions as if they had occurred as of the beginning of the periods presented for the purposes of the pro forma consolidated statement of operations (being the year ended December 31, 2009 and the three month period ended March 31, 2010), and as of March 31, 2010 for the purposes of the pro forma balance sheet (Circular Pro Forma Statements);

17. in accordance with section 5.1(b) of NI 52-107, as it was constituted on the date of the Circular, the Circular Statements were prepared in accordance with IFRS;

18. the Circular Annual Statements comply with the requirements of sections 4.11(2) and (3) of NI 52-107;

19. as noted in notes 1 and 2 to the Circular Pro Forma Statements, in preparing the Circular Pro Forma Statements, management of the Filer undertook a review to identify accounting policy differences between Canadian GAAP – Part V and IFRS that would potentially have a material impact and could be reasonably estimated, and concluded that (i) based on the review of the financial statements, no material differences were identified between Canadian GAAP – Part V and IFRS, and (ii) the significant accounting policies of Akbastau and Zarechnoye under IFRS conform in all material respects to those of the Filer under Canadian GAAP – Part V;

20. with respect to the Circular Statements, management of the Filer concluded that Akbastau’s and Zarechnoye’s financial results would not be materially different if they were reported under Canadian GAAP – Part V;

21. the Circular Annual Statements were audited by Deloitte, LLP (Deloitte);

22. in accordance with section 5.2(b) of NI 52-107, as it was constituted on the date of the Circular, the Circular Annual Statements were audited in accordance with ISA issued by the IAASB;

23. the Filer has obtained a statement from Deloitte with respect to the Circular Annual Statements that:

(a) describes any material differences in the form and content of the auditor’s report as compared to an auditor’s report prepared in accordance with Canadian GAAS; and

(b) indicates that an auditor’s report prepared in accordance with Canadian GAAS would not contain a reservation;


April 1, 2011 (2011) 34 OSCB 3762

24. since the Acquisition was a “significant acquisition” for the Filer within the meaning of section 8.3 of NI 51-102, the Filer is required to file a business acquisition report (BAR) in accordance with section 8.2 of NI 51-102 within 75 days of the completion of the Acquisition;

25. under section 8.4 of NI 51-102, the Filer is required to include in the BAR the Circular Annual Statements, the interim consolidated financial statements of each of Akbastau and Zarechnoye for the interim period ended September 30, 2010, with comparative information for the interim period ended September 30, 2009, and the pro forma financial statements based on the foregoing financial statements;

26. the Filer proposes to include in the BAR, the audited annual consolidated financial statements of each of Akbastau and Zarechnoye for the financial year ended December 31, 2010, with comparative information for the financial year ended December 31, 2009 (Alternative Statements), and pro forma financial statements based on the Alternative Statements (Alternative Pro Forma Statements);

27. the Alternative Statements will comply with the requirements of sections 4.11(2) and (3) of NI 52-107;

28. the Alternative Statements for Akbastau will be audited by Deloitte and the Alternative Statements for Zarechnoye will be audited by KPMG Audit, LLC (KPMG);

29. the auditor’s reports of Deloitte and KPMG accompanying the Alternative Statements will not contain any reservations;

30. each of Deloitte and KPMG has represented to the Filer that it has experience and expertise with the ISA;

31. the Alternative Statements will be audited in accordance with ISA issued by the IAASB, and this fact will be stated in the auditors’ reports in respect of the Alternative Statements;

32. paragraph 20 of Part 1 of the Assurance Handbook of the Canadian Institute of Chartered Accountants provides that the ISA issued by the IAASB have been adopted as Canadian Auditing Standards for audits of financial statements for periods ending on or after December 14, 2010;

33. the Alternative Pro Forma Statements will be prepared as set out in section 8.7(9) of Companion Policy 51-102CP, as it applies to financial years beginning on or after January 1, 2011; as part of the preparation of the Alternative Pro Forma Statements, the Filer will identify accounting policy differences between Canadian GAAP – Part V and IFRS that would potentially have a material impact and which could be reasonably estimated, and will describe such differences in the notes to the Alternative Pro Forma Statements in the course of describing the adjustments presented in the Alternative Pro Forma Statements relating to the financial results of Akbastau and Zarechnoye;

34. the Alternative Pro Forma Statements will include the appropriate adjustments for the period from December 27, 2010 to December 31, 2010, inclusive, since the financial results of Akbastau and Zarechnoye for that period will also be included in the Filer’s financial statements for the year ended December 31, 2010; and

35. during the period from December 27, 2010 to December 31, 2010, inclusive, each of Akbastau and Zarechnoye remained intact, was not significantly reorganized and none of their respective assets or liabilities were transferred to other entities.

Decision

4 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 Exemption Sought is granted provided that:

(a) the Filer includes in the BAR audited financial statements of Akbastau and Zarechnoye for the years ended December 31, 2010 and 2009 that are prepared in accordance with IFRS, are audited in accordance with ISA issued by the IAASB, and are accompanied by an auditor’s report that does not contain a reservation;

(b) the Alternative Pro Forma Statements are prepared as set out in section 8.7(9) of Companion Policy 51-102CP as it applies to financial years beginning on or after January 1, 2011 and identify accounting policy differences between Canadian GAAP – Part V and IFRS that would potentially have a material impact and which could be reasonably estimated, and describe such differences in


April 1, 2011 (2011) 34 OSCB 3763

the notes to the Alternative Pro Forma Statements in the course of describing the adjustments presented in the Alternative Pro Forma Statements relating to the financial results of Akbastau and Zarechnoye; and

(c) the BAR otherwise complies with the requirements of Form 51-102F4.

“Martin Eady” Director, Corporate Finance British Columbia Securities Commission


April 1, 2011 (2011) 34 OSCB 3764

2.1.5 Star Hedge Managers Corp. II

Headnote

NP 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – exemption from National Instrument 81-106 Investment Fund Continuous Disclosure to permit an investment fund to calculate its NAV on a monthly basis subject to certain conditions – relief will terminate if the reporting by an underlying private investment fund becomes more frequent.


National Instrument 81-106 Investment Fund Continuous Disclosure, s. 14.2(3)(a).

March 28, 2011


ONTARIO (the “Jurisdiction”)

AND



AND

IN THE MATTER OF STAR HEDGE MANAGERS CORP. II

(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 of the principal regulator (the “Legislation”) for relief from Section 14.2(3)(a) of National Instrument 81-106 – Investment Fund Continuous Disclosure (“NI 81-106”), which requires the net asset value (“NAV”) of an investment fund that does not use specified derivatives (as such term is defined in National Instrument 81-102 – Mutual Funds) be calculated at least once in each week (the “Exemption Sought”).

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 Multinational Instrument 11-102 – Passport System (“MI 11-102”) is intended to be relied upon in the jurisdictions of British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island,

Newfoundland and Labrador, Northwest Territories, Yukon Territory and Nunavut.

Interpretation

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

Representations


1. The Filer is a non-redeemable investment fund incorporated under the laws of the Province of Ontario. BMO Nesbitt Burns Inc. (the “Administrator”) is the administrator of the Filer. The principal office of the Filer and the Administrator is located at 1 First Canadian Place, 100 King Street West, 3rd Floor Podium, P.O. Box 150, Toronto, Ontario M5X 1H3. The Filer is not in default of securities legislation in any jurisdiction.

2. The Filer has been created to provide investors with long-term capital growth by investing in a portfolio (the “Portfolio”) consisting of private investment funds managed by three of Canada’s leading portfolio managers: Rohit Sehgal of Dynamic Funds, Eric Sprott of Sprott Asset Management LP and Frank Mersch of Front Street Investment Management Inc. (“Front Street”).

3. The Portfolio will initially consist of approximately equal investments in Series FC units of Dynamic Power Hedge Fund managed by Rohit Sehgal (the “Dynamic Fund”), Class I units of Sprott Hedge Fund L.P. II managed by Eric Sprott (the “Sprott Fund”) and Series F units of Front Street Canadian Hedge managed by Frank Mersch (the “Front Street Fund”) (each a “Portfolio Fund”and collectively, the “Portfolio Funds”).

4. The Filer may establish a revolving credit facility which will be used by the Filer for general working capital purposes in an amount not exceeding 5% of the NAV of the Filer at the time of borrowing. Borrowings under the revolving credit facility will be made in the discretion of the Administrator.

5. The Dynamic Fund, the Sprott Fund and the Front Street Fund may from time to time employ leverage. The Dynamic Fund may use leverage to borrow cash or securities, purchase securities on margin, take short sale positions, write uncovered options or enter into other derivatives transactions for non-hedging purposes. The Dynamic Fund will not enter into any leverage transaction if such transaction would cause the Dynamic Fund’s total net marked-to-market leverage position to exceed 30% of its last determined NAV. The Dynamic Fund will not effect a short sale at any time during which its aggregate open short positions represent


April 1, 2011 (2011) 34 OSCB 3765

in excess of 30% of its NAV. The Dynamic Fund may pledge or provide a security interest over any of its assets in respect of its permitted leverage or permitted borrowing or in other circumstances where required to effect permitted transactions. There is no prescribed limit in the amount of leverage that may be used by the Sprott Fund. The Front Street Fund may use leverage by incurring indebtedness in the form of margin debt. In providing margin to the Front Street Fund, the Front Street Fund’s prime broker will be subject to capital margin requirements of the Investment Industry Regulatory Organization of Canada. Such indebtedness incurred by the Front Street Fund may be secured by the Front Street Fund’s portfolio.

6. Although the Filer will be a mutual fund corporation for purposes of the Income Tax Act(Canada), it will not be a mutual fund for purposes of securities legislation and its operation will differ from that of a conventional mutual fund as follows:

(a) the Filer does not intend to continuously offer Units once the Filer is out of primary distribution, and

(b) the Class A Shares are expected to be listed and posted for trading on the Toronto Stock Exchange (the “TSX”). As a result, holders of Class A Shares (the “Shareholders”) will not have to rely solely on the redemption features of the Class A Shares (as described in the Preliminary Prospectus) in order to provide liquidity for their investment.

7. Class A Shares may be surrendered at any time for redemption by the Filer. The Class A Shares will be redeemable at the option of Shareholders on a monthly basis at a price computed by reference to the market price of the Class A Shares. Commencing in 2012, the Units will also be redeemable once annually at a price computed by reference to the NAV of the Filer.

8. Each of the Dynamic Fund and the Front Street Fund will report its respective NAV to the Filer weekly in accordance with the terms of the Filer’s investment in the Series FC units of the Dynamic Fund and the Series F units of the Front Street Fund, respectively. The Sprott Fund will report the NAV of its Class I units to the Filer monthly. The Sprott Fund does not report the NAV of its Class I units to any investor or third party at a frequency greater than once monthly.

9. The NAV of the Filer will be based on the value of the Filer’s holdings in the Portfolio Funds. As a result, the Filer may report its NAV only as frequently as the Portfolio Fund which reports its NAV the least frequently. Of the three Portfolio Funds, the Sprott Fund reports its NAV the least

frequently (monthly). To require the Filer to report its NAV more frequently than monthly would result in the use by the Filer of NAV information with respect to the Sprott Fund which is not up to date and which may ultimately be misleading to investors.

10. The basic and diluted NAV of the Fund and NAV per Class A Share (if applicable) will be made available at no cost on a monthly basis on a website established for such purpose. The Fund’s final prospectus will disclose that this method of obtaining the NAV will be available to Shareholders.

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 under the Legislation is that the Exemption Sought is granted provided that:

(a) the NAV calculation is available to the public upon request; and

(b) the public has access to a website for this purpose;

for so long as:

(c) the Class A Shares are listed on the TSX; and

(d) the Filer calculates its NAV at least monthly;

until

(e) the Sprott Fund begins to report its NAV to the Filer more frequently than once monthly.

“Vera Nunes” Assistant Manager, Investment Funds Branch Ontario Securities Commission


April 1, 2011 (2011) 34 OSCB 3766

2.1.6 RBC Global Asset Management Inc.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – Firm registered in the categories ofPortfolio Manager, Exempt Market Dealer, Commodity Trading Manager, and Investment Fund Manager with separate private client and institutional operating divisions exempted from the requirement to register an individual as an ultimate designated person (UDP) and a chief compliance officer (CCO) – permitted to register two UDPs and two CCOs, one for each operating division.


National Instrument 31-103 Registration Requirements and Exemptions, ss.11.2, 11.3.

March 18, 2011



AND



AND

IN THE MATTER OF RBC GLOBAL ASSET MANAGEMENT INC.

(the Filer)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislationof the Jurisdiction (the Legislation) for an exemption from the requirement contained in section 11.2 of National Instrument 31-103 Registration Requirements and Exemptions (NI 31-103) to designate an individual to be the ultimate designated person (UDP) and the requirement contained in section 11.3 of NI 31-103 to designate an individual to be the chief compliance officer (CCO) and instead be permitted to designate and register two individuals as UDP and two individuals as CCO in respect of two distinct lines of securities business of the Filer (the Exemption Sought).


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

(b) the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in all of the jurisdictions in Canada outside Ontario (the Non-Principal Jurisdictions, and together with the Jurisdiction, the Jurisdictions).

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



April 1, 2011 (2011) 34 OSCB 3767

1. The Filer is registered under the Legislation in each of the Jurisdictions as an adviser in the category of portfolio manager. The Filer is also registered in Ontario as a dealer in the category of exempt market dealer and will become registered as an investment fund manager.

2. The head office of the Filer is located in Ontario.

3. The Filer is not, to the best of its knowledge, in default of any requirements of securities legislation in any of the Jurisdictions.

4. The Filer’s business structure is organized as follows:

(a) The Filer has two distinct lines of securities business which are based on the nature of the Filer’s clients (each, a Division).

(b) One business line within the Filer’s operations is referred to as the Institutional Asset Management Business (the Institutional Division) which provides a broad range of investment management and investment counseling services to institutional clients.

(c) The other business line within the Filer’s operations is referred to as the Private Client Business (the Private Client Division) which provides a broad range of investment management and investment counseling services to individual high net worth clients.

(d) The Private Client Division and the Institutional Division each have separate and distinct senior management structures. Although they are part of the same corporate entity, each Division is functionally a stand-alone operation within the Filer’s operations.

(e) The Private Client Division carries on business under the brand name “RBC Phillips, Hager & North Investment Counsel” as it is operated as part of the private client business run out of RBC Phillips, Hager & North Investment Counsel Inc., a separate affiliated entity that is registered as an adviser under the Legislation in each of the Jurisdictions in the category of portfolio manager.

(f) Although carrying on business under the same brand name operating under the same management, the Private Client Division has not been merged into the legal entity RBC Phillips, Hager & North Investment Counsel Inc. due to operational and technological complexities involved with transferring direct accounts from the Filer to RBC Phillips, Hager & North Investment Counsel Inc., including dealing with custodial arrangements and record keeping systems.

5. Currently, there is one UDP responsible for both the Private Client Division and the Institutional Division. The current UDP of the Filer holds the title of Chief Executive Officer (CEO).

6. The Filer proposes to keep its current UDP, John Montalbano (the Current UDP), for the Institutional Division and appoint a new UDP for its Private Client Division (the Proposed UDP). The Proposed UDP of the Private Client Division will be Vijay Parmar, the current President and UDP of RBC Phillips, Hager & North Investment Counsel Inc. The current UDP and the Proposed UDP are the most senior management of each Division. The Proposed UDP is an officer of the Filer.

7. The UDP of each of the Institutional Division and the Private Client Division (each, a Division Head) while having different titles, has the role that is the equivalent of CEO in respect of each Division for which they are responsible and are the senior and final decision maker for each of their respective Divisions. This means that each Division Head fulfills the following role for his respective Division:

(a) runs the Division,

(b) has accountability for the operations and financial performance of the Division,

(c) provides clear leadership and sets the tone at the top for the Division,

(d) is the person that the executive management within the business lines reports to,

(e) is responsible for the objectives, strategy and plans, and the implementation of these, for the Division,

(f) has accountability for reporting to the Board of Directors with respect to the Division, and


April 1, 2011 (2011) 34 OSCB 3768

(g) is responsible for the Division’s organizational structure and succession planning.

8. There is no line of reporting between the UDP of the Institutional Division and the UDP of the Private Client Division. Each UDP has, or will have, direct access to the Filer’s Board of Directors.

9. Currently, there is one CCO responsible for both of the Institutional Division and the Private Client Division.

10. The Filer proposes to keep its current CCO, Larry Neilsen for the Institutional Division and will appoint a new CCO for its Private Client Division(the Proposed CCO). The Proposed CCO for the Private Client Division will be Annica Karlsson, the current CCO of RBC Phillips, Hager & North Investment Counsel Inc. The Proposed CCO will be appointed as an officer of the Filer.

11. The CCO for each Division will have direct access to, the Filer’s Board of Directors.

UDP Requirement

12. NI 31-103 was implemented on September 28, 2009 (the Implementation Date).

13. Under section 11.2 of NI 31-103, a registered firm is required to designate an individual to be the UDP (the UDP Requirement) and the UDP must be (i) the chief executive officer, (ii) an officer in charge of a division of a registered firm, if the activity that requires a firm to register occurs only in the division; or (iii) an individual acting in a capacitysimilar to that of an officer described (i) or (ii).

14. Prior to the Implementation Date, there was no requirement under the securities legislation of the Jurisdictions that a portfolio manager or an exempt market dealer designate an individual to be UDP.

15. Designating only one of the Division Heads for purposes of satisfying the UDP Requirement would not be consistent with the policy objectives the Legislation is intended to achieve because the Private Client Division and the Institutional Division are independent operations with separate and distinct senior management structures of which the Current UDP and the Proposed UDP are effectively the CEO of their respective Division.

CCO Requirement

16. Under subsection 11.3(1) of NI 31-103, a registered firm is required to designate an individual to be the CCO (the CCO Requirement).

17. Prior to the Implementation Date, there was a requirement under the securities legislation of many of the Jurisdictions to designate a registered partner or officer as the “compliance officer” who was responsible for discharging the obligations of the registered firm under the applicable securities legislation.

18. In section 5.2 of Companion Policy 31-103CP Registration Requirements and Exemptions indicates that:

“Firms must designate one CCO. However, in large firms, the scale and kind of activities carried out by different operating divisions may warrant the designation of more than one CCO. We will consider applications, on a case-by-case basis, for different individuals to act as the CCO of the firm’s operating divisions.”

19. Designating only one CCO for purposes of satisfying the CCO Requirement would not be consistent with the policy objectives it is intended to achieve because the Institutional Division and the Private Client Division are independent operations that are distinct from one another in kind and conducted on a very large scale.

Decision


The decision of the principal regulator under the Legislation is that the Exemption Sought is granted, provided that:

(a) each Division shall have its own UDP, who shall be its Division Head;

(b) each UDP fulfils the responsibilities set out in section 5.1 of NI 31-103, or any successor provision, in respect of the business lines of the Filer for which he or she is appointed as UDP;


April 1, 2011 (2011) 34 OSCB 3769

(c) the Filer permits each UDP to directly access the Filer’s board of directors, or individuals acting in a similar capacity for the Filer, at such times as each UDP may consider necessary or advisable in view of his or her responsibilities; and

(d) each Division shall have its own CCO.

“Susan Silma” Director,Compliance and Registrant Regulation


April 1, 2011 (2011) 34 OSCB 3770

2.1.7 Goodman & Company, Investment Counsel Ltd.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – Relief granted to mutual funds subject to NI 81-102 and pooled funds not subject to NI 81-102 to permit applicant funds to purchase long-term debt securities of a related entity under primary offerings of the related entity and on the secondary market – relief granted to pooled funds not subject to NI 81-102 to purchase securities of a related entity on the secondary market – future oriented relief – relief subject to conditions including IRC approval, pricing requirements, and limits on the amount of the primary offering applicant funds can purchase.


Securities Act (Ontario), ss. 111(2)(a), 111(2)(b) 111(2)(c)(ii), 111(3), 113. National Instrument 31-103 Registration Requirements and Exemptions, ss. 13.5(2)(a), 15. National Instrument 81-107 Independent Review Committee for Investment Funds, s. 6.2.

March 28, 2011



AND



AND

IN THE MATTER OF GOODMAN & COMPANY,

INVESTMENT COUNSEL LTD. (the Filer)

AND

IN THE MATTER OF THE MUTUAL FUNDS LISTED IN SCHEDULE A

AND ANY MUTUAL FUNDS THAT MAY BE ESTABLISHED IN THE FUTURE FOR WHICH THE

FILER ACTS AS MANAGER AND/OR ADVISER (the Funds)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer on behalf of existing mutual funds and future mutual funds of which the Filer is the manager and adviser and to which National Instrument 81-102 Mutual Funds (NI 81-102)applies (each, an NI 81-102 Fund and collectively, the NI 81-102 Funds) and on behalf of existing mutual funds and future mutual funds of which the Filer is the manager and adviser and to which NI 81-102 does not apply (each, a Pooled Fund and collectively, the Pooled Funds) for a decision under the securities legislation of the Jurisdiction of the principal regulator (Legislation) exempting the NI 81-102 Funds and Pooled Funds (Funds) from the prohibitions in the Legislation that prohibit a mutual fund from making or holding an investment:

(a) in any person or company who is a substantial security holder of the mutual fund, its management company or distribution company (Related Shareholder);

(b) in an issuer in which a Related Shareholder has a significant interest (Related Person); and


April 1, 2011 (2011) 34 OSCB 3771

(c) in any issuer in which a responsible person or an associate of a responsible person is a partner, officer or director (Related Issuer) unless the fact is disclosed to the client and the written consent of the client is obtained before the investment is made,

(items (a), (b) and (c) are, collectively, the Exemption Sought).


(a) the Ontario Securities Commission (OSC) 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 also intended to be relied upon in British Columbia, Alberta, Manitoba, Saskatchewan, Quebec, New Brunswick and Nova Scotia (the Passport Jurisdictions).

Interpretation

Terms defined in MI 11-102 and National Instrument 14-101 Definitions, NI 81-102, National Instrument 81-107 Independent Review Committee for Investment Funds (NI 81-107) and National Instrument 31-103 Registration Requirements and Exemptions (NI 31-103) have the same meaning if used in this decision, unless otherwise defined.

In this Application, the term “Related Party” means a Related Shareholder, a Related Person or a Related Issuer depending on the provision that is being considered.

Representations


The Filer

1. The Filer is a corporation existing under the laws of the Province of Ontario, is registered with the OSC as a portfolio manager in the category of adviser, is further registered in that category in each of British Columbia, Alberta, Manitoba, Saskatchewan, Quebec, New Brunswick and Nova Scotia and is registered as a commodity trading manager with the OSC.

2. The Filer also is an investment fund manager within the meaning of NI 31-103 and has applied to the OSC for registration in that capacity as required by the Legislation.

3. The Filer is, or will be, the manager and/or portfolio adviser to the Funds.

The Funds

4. Each of the Funds is or will be a mutual fund established under the laws of Ontario or one of the other Passport Jurisdictions.

5. On February 2, 2011, The Bank of Nova Scotia (Scotiabank) completed the acquisition of DundeeWealth Inc. (DundeeWealth), the indirect parent company of the Filer (DundeeWealth Transaction). Pursuant to the Legislation, Scotiabank is a Related Shareholder of the Filer.

6. As of the date of this decision, Scotiabank held, directly and indirectly, more than 10% of the outstanding securities of CI Financial Corporation (CI Financial). Therefore, CI Financial is deemed under the Legislation to be a Related Person of the Filer.

7. The Filer and the Funds are not in default of securities legislation in any jurisdiction, except to the extent that the Funds continue to hold securities of Scotiabank and CI Financial as of the completion of the DundeeWealth Transaction.

8. The securities of each of the NI 81-102 Funds are, or will be, qualified for distribution pursuant to simplified prospectuses and annual information forms that have been, or will be, prepared and filed in accordance with the securities legislation of each of the Jurisdiction and the Passport Jurisdictions.

9. Each of the NI 81-102 Funds is, or will be, a reporting issuer in one or more of the Jurisdiction and the Passport Jurisdictions.


April 1, 2011 (2011) 34 OSCB 3772

10. The securities of the Pooled Funds are or will be offered for sale only on an exempt basis pursuant to available prospectus and registration exemptions from the prospectus requirements in one or more of the Passport Jurisdictions. None of the Pooled Funds is or will be a reporting issuer.

11. The investment strategies of each of the Funds that relies on the Exemption Sought permit, or will permit, it to invest inthe securities purchased.

12. The manager of the Funds has established, or will establish, an independent review committee (IRC) in respect of each NI 81-102 Fund (in accordance with the requirements of NI 81-107) and in respect of each Pooled Fund (in accordance with section 3.7 of NI 81-107).

13. The purchase of securities of Related Persons by a Fund will be referred to the IRC of such Fund (in the case of an NI 81-102 Fund under subsection 5.1(1)(b) of NI 81-107).

14. Section 6.2 of NI 81-107 provides the NI 81-102 Funds with an exemption from the prohibitions comprising the Exemption Sought in respect of purchasing exchange-traded securities, such as common shares, in the secondary market. It does not permit an NI 81-102 Fund, or the Filer on behalf of a NI 81-102 Fund, to purchase non-exchange-traded securities issued by Related Parties. Some securities, such as debt securities, of Related Parties of the Filer are not listed and traded (NET debt securities).

15. NI 81-107 does not apply to the Pooled Funds as they are not reporting issuers. Accordingly, in the absence of the Exemption Sought, the Pooled Funds may not purchase or hold exchange-traded securities or NET debt securities of a Related Party.

16. The Filer is seeking the Exemption Sought to permit (a) the Funds to purchase and hold NET debt securities and (b) the Pooled Funds to purchase and hold exchange-traded securities of Related Parties.

17. The Filer has determined that it would be in the best interests of the Funds to receive the Exemption Sought.

18. Certain Related Parties of the Filer are significant issuers of securities and they are issuers of debt instruments. The Filer considers that the Funds should have access to such securities for the following reasons:

(a) there is limited supply of highly rated corporate debt;

(b) diversification is reduced to the extent that a Fund is limited with respect to investment opportunities; and

(c) to the extent that a Fund seeks to track or outperform a benchmark it is important for the Fund to be able to purchase any securities included in the benchmark. Debt securities of Related Parties of the Filer are included in most of the Canadian debt indices.

19. Where the NET debt security is purchased by a Fund in a primary distribution or treasury offering (Primary Offering)pursuant to the Exemption Sought:

(a) the debt security, other than an asset backed commercial paper security, will have a term to maturity of 365 days or more and will be issued by a Related Party that has been given and continues to have, at the time of purchase, an “approved credit rating” by an approved credit rating organization; and

(b) the terms of the Primary Offering, such as the size and the pricing, will be a matter of public record as evidenced in a prospectus, offering memorandum, press release or other public document.

20. Where the NET debt security is purchased by a Fund in the secondary market pursuant to the Exemption Sought and not in a Primary Offering, the debt security has been given and continues to have, at the time of purchase, an “approved credit rating” by an approved credit rating organization.

21. If a Fund’s purchase of NET debt securities involves an inter-fund trade with another Fund, the provisions of the relief received by the Filer on behalf of the Funds dated September 19, 2008, as may be amended, will apply to such transaction.

Decision



April 1, 2011 (2011) 34 OSCB 3773

The decision of the principal regulator under the Legislation is that the Exemption Sought is granted to permit the Filer to purchase and hold NET debt securities on behalf of the Funds on condition that:

(a) the purchase or holding is consistent with, or is necessary to meet, the investment objective of the Fund;

(b) at the time of the purchase the IRC of the Fund has approved the transaction in accordance with Section 5.2(2) of NI 81-107;

(c) the manager of the Fund complies with section 5.1 of NI 81-107 and the manager and the IRC of the Fund comply with section 5.4 of NI 81-107 for any standing instructions the IRC provides in connection with the transactions;

(d) in the case of NET debt securities to be purchased in a Primary Offering:

(i) the size of the Primary Offering is at least $100 million;

(ii) at least 2 purchasers who are independent, arm’s length purchasers, which may include “independent underwriters” within the meaning of National Instrument 33-105 Underwriting Conflicts, collectively purchase at least 20% of the Primary Offering;

(iii) no Fund shall participate in the Primary Offering if following its purchase the Fund together with related Funds will hold more than 20% of the securities issued in the Primary Offering;

(iv) no Fund shall participate in the Primary Offering if following its purchase the Fund would have more than 5% of its net assets invested in NET debt securities of a Related Issuer;

(v) the price paid for the securities by a Fund in the Primary Offering shall be no higher than the lowest price paid by any of the arm’s length purchasers who participate in the Primary Offering;

(e) in the case of NET debt securities to be purchased in the secondary market:

(i) the security has been given and continues, at the time of the purchase, to have an “approved credit rating” by an “approved credit rating organization” within the meaning of those terms in NI 81-102;

(ii) the price payable for the security is not more than the ask price of the security;

(iii) the ask price of the security is determined as follows:

(1) If the purchase occurs on a marketplace, the price payable is determined in accordance with the requirements of that marketplace; or

(2) If the purchase does not occur on a marketplace,

(A) the Fund may pay the price for the security at which an independent, arm’s length seller is willing to sell the security, or

(B) If the Fund does not purchase the security from an independent, arm’s length seller, the fund must pay the price quoted publicly by an independent marketplace or obtain, immediately before the purchase, at least one quote from an independent, arm’s length purchaser or seller and not pay more than that quote;

(iv) the transaction complies with any applicable “market integrity requirements” as defined in NI 81-107;

(f) no later than the time a NI 81-102 Fund files its annual financial statements, or on or before the 90th day after the end of each financial year of a Pooled Fund, the Filer files with the securities regulatory authority or regulator the particulars of any investments made in reliance on this relief;

(g) the IRC of the Fund complies with section 4.5 of NI 81-107 in connection with any instance that it becomes aware that the Filer did not comply with any of the conditions of this decision; and

(h) the decision with respect to NET debt securities purchased pursuant to a Primary Offering or in the secondary market will expire on the coming into force of any securities legislation relating to fund purchases of NET debt securities purchased pursuant to a Primary Offering or in the secondary market.


April 1, 2011 (2011) 34 OSCB 3774

The decision of the principal regulator under the Legislation is that the Exemption Sought is granted to permit the Filer to purchase and hold exchange-traded securities on behalf of the Pooled Funds on condition that:

(a) the purchase or holding is consistent with, or is necessary to meet, the investment objective of the Pooled Fund;

(b) at the time of the purchase the IRC of the Pooled Fund has approved the transaction in accordance with Section 5.2(2) of NI 81-107;

(c) the manager of the Pooled Fund complies with section 5.1 of NI 81-107 and the manager and the IRC of the Pooled Fund comply with section 5.4 of NI 81-107 for any standing instructions the IRC provides in connection with the transactions;

(d) the purchase is made in the secondary market on an exchange on which the securities are listed and traded;

(e) on or before the 90th day after the end of each financial year of a Pooled Fund, the Filer files with the securities regulatory authority or regulator the particulars of any investments made in reliance on this relief;

(f) the IRC of the Pooled Fund complies with section 4.5 of NI 81-107 in connection with any instance that it becomes aware that the Filer did not comply with any of the conditions of this decision; and

(g) the decision with respect to purchases of exchange-traded securities by the Pooled Funds will expire on the coming into force of any securities legislation relating to purchases of exchange-traded securities of a Related Party by mutual funds not governed by NI 81-102.

Related Issuer Relief

“Paulette L. Kennedy” Commissioner Ontario Securities Commission


NI 31-103 Relief

“Vera Nunes” Assistant Manager, Investment Funds Ontario Securities Commission


April 1, 2011 (2011) 34 OSCB 3775

Schedule A

Pooled Funds

Dynamic Alpha Performance Fund Dynamic Contrarian Fund

Dynamic Income Opportunities Fund Dynamic Power Emerging Markets Fund

Dynamic Power Hedge Fund Dynamic Real Estate & Infrastructure Income Fund

Goodman Private Wealth Management Diversified Bond Pool Goodman Private Wealth Management Core Equity Pool

Goodman & Company Canadian Value Strategy Goodman & Company Equity Income Strategy Goodman & Company Global Value Strategy

Goodman & Company Growth Strategy

NI 81-102 Funds

Dynamic Focus+ Balanced Fund Dynamic Focus+ Equity Fund Dynamic Dividend Fund Dynamic Dividend Income Fund Dynamic Energy Income Fund Dynamic Equity Income Fund Dynamic Small Business Fund Dynamic Strategic Yield Fund Dynamic Advantage Bond Fund Dynamic Canadian Bond Fund Dynamic Dollar-Cost Averaging Fund Dynamic Real Return Bond Fund Dynamic Short Term Bond Fund Dynamic Diversified Real Asset Fund Dynamic Financial Services Fund Dynamic Global Infrastructure Fund Dynamic Global Real Estate Fund Dynamic European Value Fund Dynamic Far East Value Fund Dynamic Global Value Balanced Fund Dynamic Global Value Fund Dynamic Value Balanced Fund Dynamic Dividend Income Class

Dynamic Strategic Yield Class Dynamic Advantage Bond Class Dynamic Power Balanced Class Dynamic Power Canadian Growth Class Dynamic Power Global Navigator Class Dynamic Canadian Dividend Class Dynamic EAFE Value Class Dynamic Global Value Class Dynamic Value Balanced Class Dynamic Emerging Markets Class Dynamic Global Energy Class (to be renamed to Dynamic Strategic Energy Class) Dynamic Aurion Tactical Balanced Class Dynamic Aurion Canadian Equity Class Dynamic Aurion Total Return Bond Fund Dynamic Aurion Total Return Bond Class Dynamic Emerging Markets Class Marquis Institutional Growth Portfolio Marquis Institutional Equity Portfolio Marquis Institutional Canadian Equity Portfolio Marquis Institutional Bond Portfolio Dynamic Venture Opportunities Fund Ltd


April 1, 2011 (2011) 34 OSCB 3776

2.1.8 Premium Income Corporation et al.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – Investment funds and their manager exempted from the dealer registration requirement for certain limited trading activities to be carried out by these parties in connection with warrant offerings by the investment funds – The limited trading activities involve: i) the forwarding of a short form (final) prospectus, and the distribution of warrants to acquire securities of the fund, to existing holders of fund securities, and ii) and the subsequent distribution of securities to holders of the warrants, upon their exercise of the warrants, through an appropriately registered dealer.


Securities Act, R.S.O. 1990, c. S.5, as am., ss. 25(1), 74(1).

Multilateral Instrument 11-102 Passport System, s. 4.7(1). National Instrument 45-106 Prospectus and Registration

Exemptions, ss. 2.1, 3.1, 3.42, 8.5.

March 25, 2011



AND



AND

IN THE MATTER OF PREMIUM INCOME CORPORATION

(the PIC Fund)

AND

GOLD PARTICIPATION AND INCOME FUND (the GPF Fund and, together with the PIC Fund,

the Funds)

AND

MULVIHILL CAPITAL MANAGEMENT INC. (MCM and, together with the PIC Fund and

the GPF Fund, the Filers)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filers for a decision under the securities legislation of the Jurisdiction of the principal

regulator (the Legislation) for an exemption from the dealer registration requirements in the Legislation in respect of the following:

(a) certain trades (the PIC Warrant Offering Activities) to be carried out by MCM, on behalf of the PIC Fund, in connection with a proposed distribution (the PIC Warrant Offering) of warrants (the PIC Warrants) to acquire “units” (the PIC Units) of the PIC Fund, such distribution to be made in Ontario and each of the Passport Jurisdictions (as defined below) pursuant to a short form (final) prospectus (the PIC Warrant Prospectus); and

(b) certain trades (the GPF Warrant Offering Activities) to be carried out by MCM, on behalf of the GPF Fund, in connection with a proposed distribution (the GPF Warrant Offering) of warrants (the GPF Warrants) to acquire units (theGPF Units) of the GPF Fund, such distribution to be made in Ontario and each of the Passport Jurisdictions (as defined below) pursuant to a short form (final) prospectus (the GPF Warrant Prospectus) (the Exemption Sought).


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

(b) each 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 British Columbia, Alberta, Saskatchewan, Mani-toba, Quebec, New Brunswick, Prince Edward Island, Nova Scotia and Newfoundland and Labrador (collectively, the Passport Jurisdictions).

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 Filers:

1. The PIC Fund is a corporation incorporated under the laws of the Province of Ontario and the GPF Fund is an investment trust established under the laws of the Province of Ontario pursuant to a trust agreement dated as of July 27, 2009 between MCM and RBC Dexia Investor Services Trust. The Funds are reporting issuers in each province of Canada and are not in default of any of their


April 1, 2011 (2011) 34 OSCB 3777

respective obligations under securities legislation in any jurisdiction.

2. MCM acts as the manager and investment fund manager of each of the Funds. MCM is a corporation incorporated under the Canada Business Corporations Act. The head office of MCM is located at 121 King Street West, Standard Life Centre, Suite 2600, Toronto, Ontario, M5H 3T9. MCM is not in default of any of its obligations under securities legislation in any jurisdiction.

3. While the PIC Fund is technically considered a mutual fund under the securities legislation of the Province of Ontario and the Passport Jurisdictions, the PIC Fund is not a conventional mutual fund and has obtained exemptions from certain requirements of National Instrument 81-102 – Mutual Funds. The GPF Fund is not a mutual fund under securities legislation of the Province of Ontario and the Passport Jurisdictions and, accordingly, is not subject to the requirements of National Instrument 81-102 – Mutual Funds.

4. The authorized share capital of the PIC Fund consists of an unlimited number of preferred shares (the PIC Preferred Shares), an unlimited number of class A shares (the PIC Class A Shares), an unlimited number of class C shares, class D shares, class E shares, class C preferred shares, class D preferred shares, class E preferred shares and 1,000 class B shares. The PIC Preferred Shares and the PIC Class A Shares are listed and posted for trading on the Toronto Stock Exchange (the TSX).

5. The authorized share capital of the GPF Fund consists of an unlimited number of trust units (the GPF Units). The GPF Units are listed and posted for trading on the TSX.

6. Each Fund is subject to certain investment restrictions that, among other things, limit the securities it may acquire for its portfolio.

7. The investment objectives of the PIC Fund are: (a) to provide holders of its PIC Preferred Shares with cumulative preferential quarterly cash distributions in the amount of $0.215625 per PIC Preferred Share representing a yield on the original issue price of $15.00 per PIC Preferred Share of 5.75% per annum; (b) to provide holders of its PIC Class A Shares with quarterly cash distributions equal to the amount, if any, by which the net realized capital gains, dividends and option premiums (other than option premiums in respect of options outstanding at year-end) earned on the PIC Fund’s portfolio in any year, net of expenses and loss carryforwards, exceed the amount of the distributions paid on the PIC Preferred Shares; and (c) to return the original issue price to holders

of both PIC Preferred Shares and PIC Class A Shares at the time of redemption of such shares.

8. The investment objectives of the GPF Fund are: (a) to maximize total returns for holders of GPF Units including both long term appreciation in net asset value per GPF Unit and distributions and (b) to pay holders of GPF Units monthly distributions in an amount targeted to be 6.5% per annum on the net asset value of the GPF Fund.

9. The investment portfolio of the PIC Fund consists primarily of common shares of: Bank of Montreal, The Bank of Nova Scotia, Canadian Imperial Bank of Commerce, Royal Bank of Canada and The Toronto-Dominion Bank (the Banks).

10. The GPF Fund invests 100% of its net assets in the gold sector. The GPF Fund may invest up to 50% in the gold shares of SPDR Gold Trust, an exchange-traded fund that seeks to track the price of gold by investing directly in gold bullion, and up to 75% in a portfolio (the Managed Gold Portfolio) of equity securities selected from the S&P/TSX Global Gold Index.

11. The PIC Fund may, from time to time, write covered call options in respect of all or part of the common shares in its portfolio. From time to time, the PIC Fund may also hold a portion of its assets in cash equivalents, which may be used to provide cover in respect of the writing of cash-covered put options in respect of securities in which the PIC Fund is permitted to invest. The PIC Fund may also hold short-term debt instruments issued by the Government of Canada or a province of Canada or by one or more of the Banks.

12. The GPF Fund may, from time to time, write covered call options on up to 25% of the GPF Fund’s portfolio. The GPF Fund may also purchase put options on individual securities in the Managed Gold Portfolio, indexed put options or inverse exchange-traded funds in order to protect it from declines in the market prices of the individual securities in its portfolio or in the value of its portfolio as a whole. From time to time, the GPF Fund may purchase call options and put options with the effect of closing out existing call options and put options written by the GPF Fund. The GPF Fund, from time to time, may also hold a portion of its assets in cash equivalents and may write cash-covered put options to generate additional returns and to reduce the net cost of acquiring the securities subject to put options. Such cash-covered put options will only be written in respect of securities in which the GPF Fund is permitted to invest.

13. Each of the Funds has retained MCM, as its investment manager, to manage its investment portfolio and implement its investment strategy in accordance with its investment objectives and


April 1, 2011 (2011) 34 OSCB 3778

investment restrictions. MCM is registered as an Investment Fund Manager, Exempt Market Dealer, a Mutual Fund Dealer and a Portfolio Manager with the Ontario Securities Commission. All trades in securities in connection with the portfolio investing activities of the PIC Fund and the GPF Fund are conducted through registered dealers.

14. The PIC Fund filed a (final) prospectus dated October 17, 1996 under the securities legislation of the Province of Ontario and each Passport Jurisdiction in respect of its initial public offering of PIC Preferred Shares and PIC Class A Shares.

15. The GPF Fund filed a (final) prospectus dated July 27, 2009 under the securities legislation of the Province of Ontario and each Passport Jurisdiction in respect of its initial public offering of GPF Units.

16. Neither Fund engages in the continuous distribution of its securities.

17. In connection with the PIC Warrant Offering, the PIC Fund has filed a preliminary short form prospectus dated March 18, 2011 under the securities legislation of the Province of Ontario and each Passport Jurisdiction. Under the PIC Warrant Offering, each holder of a PIC Class A Share as at a specified record date will be entitled to receive, for no consideration, one PIC Warrant for each PIC Class A Share held by such holder.

18. In connection with the GPF Warrant Offering, the GPF Fund has filed a preliminary short form prospectus dated March 16, 2011 under the securities legislation of the Province of Ontario and each Passport Jurisdiction. Under the GPF Warrant Offering, each holder of a GPF Unit as at a specified record date will be entitled to receive, for no consideration, one GPF Warrant for each GPF Unit held by such holder.

19. Holders of the PIC Warrants will be entitled, upon the exercise of their PIC Warrants, to subscribe for PIC Units (each PIC Unit consisting of one PIC Preferred Share and one PIC Class A Share), pursuant to subscription privileges provided for in the PIC Warrants, at a subscription price to be specified in the PIC Warrant Prospectus. Two PIC Warrants will entitle the holder to subscribe for one PIC Unit under a basic subscription privilege. Holders of PIC Warrants who exercise their PIC Warrants under the basic subscription privilege may also subscribe, pro rata, for additional PIC Units that are not subscribed for by other holders under the basic subscription privilege, pursuant to the terms of an additional subscription privilege. The PIC Warrants (including both the basic subscription privilege and the additional subscription privilege) may be exercised only on December 15, 2011.

20. Holders of the GPF Warrants will be entitled, upon their exercise of the GPF Warrants, to subscribe for GPF Units, pursuant to subscription privileges provided for in the GPF Warrants, at a subscription price to be specified in the GPF Warrant Prospectus. Each GPF Warrant will entitle the holder to subscribe for one GPF Unit under a basic subscription privilege. Holders of GPF Warrants who exercise their GPF Warrants under the basic subscription privilege may also subscribe, pro rata, for additional GPF Units that are not subscribed for by other holders under the basic subscription privilege, pursuant to the terms of an additional subscription privilege.

21. The PIC Fund intends to apply to list the PIC Warrants, to be distributed under the PIC Warrant Prospectus, on the TSX.

22. The GPF Fund intends to apply to list the GPF Warrants, to be distributed under the GPF Warrant Prospectus, on the TSX.

23. The PIC Warrant Offering Activities will consist of:

(a) the distribution of the PIC Warrant Prospectus and the issuance of PIC Warrants to the holders of PIC Class A Shares (as at the record date specified in the PIC Warrant Prospectus), after the PIC Warrant Prospectus has been filed, and receipts obtained, under the securities legislation of the Province of Ontario and each Passport Jurisdiction; and

(b) the distribution of PIC Units to holders of the PIC Warrants, upon the exercise of PIC Warrants by their holders, through registered dealers that are registered in categories that permit them to make such distributions.

24. The GPF Warrant Offering Activities will consist of:

(a) the distribution of the GPF Warrant Prospectus and the issuance of GPF Warrants to the holders of GPF Units (as at the record date specified in the GPF Warrant Prospectus), after the GPF Warrant Prospectus has been filed, and receipts obtained, under the securities legislation of the Province of Ontario and each Passport Jurisdiction; and

(b) the distribution of GPF Units to holders of the GPF Warrants, upon the exercise of GPF Warrants by their holders, through registered dealers that are registered in categories that permit them to make such distributions.


April 1, 2011 (2011) 34 OSCB 3779

25. The PIC Fund and the GPF Fund are in the business of trading securities by virtue of their portfolio investing activities. As a result, their capital raising activities, including the PIC Warrant Offering Activities and the GPF Warrant Offering Activities, would require them and MCM, acting on their behalf, to register as a dealer in the absence of the Exemption Sought (or another available exemption from the dealer registration requirements).

26. Section 8.5 of National Instrument 45-106 Prospectus and Registration Exemptions (NI 45-106) provides that, after March 26, 2010, the exemptions from the dealer registration requirements set out in sections 3.1 [Rights offering] and section 3.42 [Conversion, exchange or exercise] of NI 45-106 no longer apply.

Decision


The decision of the principal regulator under the Legislation is that:

(a) the PIC Fund, and MCM acting on behalf of the PIC Fund, are not subject to the dealer registration requirement in respect of the PIC Warrant Offering Activities; and

(b) the GPF Fund, and MCM acting on behalf of the GPF Fund, are not subject to the dealer registration requirement in respect of the GPF Warrant Offering Activities.


“Paulette Kennedy” Commissioner Ontario Securities Commission


April 1, 2011 (2011) 34 OSCB 3780

2.1.9 Bank of Montreal et al. – s. 5.1 of OSC Rule 48-501 Trading During Distributions, Formal Bids and Share Exchange Transactions

Headnote

Section 5.1 of the OSC Rule 48-501 Trading during Distributions, Formal Bids and Share Exchange Transactions (Rule) –exemption granted from trading restrictions imposed by sections 2.1(a) and 2.2 of the Rule.

Rules Cited

Ontario Securities Commission Rule 48-501 – Trading During Distributions, Formal Bids and Share Exchange Transactions.

March 29, 2011


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

AND

ONTARIO SECURITIES COMMISSION RULE 48-501 TRADING DURING DISTRIBUTIONS, FORMAL BIDS AND SHARE EXCHANGE TRANSACTIONS

(the Rule)

AND

IN THE MATTER OF BANK OF MONTREAL,

BMO NESBITT BURNS INC., BMO ASSET MANAGEMENT INC.,

BMO HARRIS INVESTMENT MANAGEMENT INC., PYRFORD INTERNATIONAL LIMITED,

HARRIS INVESTMENT MANAGEMENT, INC., HIM MONEGY, INC.,

HARRIS N.A., THE HARRIS BANK N.A.,

SULLIVAN, BRUYETTE, SPEROS & BLAYNEY, INC., STOKER OSTLER WEALTH ADVISORS, INC.,

HARRIS MYCFO INVESTMENT ADVISORY SERVICES LLC, AND HARRIS INVESTOR SERVICES INC.

DECISION(Section 5.1 of the Rule)

UPON the Director (as defined in the Act) having received an application (the Application) from Bank of Montreal (Bank), BMO Nesbitt Burns Inc. (BMO Nesbitt), BMO Asset Management Inc. (BMO Asset Management), BMO Harris Investment Management Inc. (BMO Harris), Pyrford International Limited (Pyrford), Harris Investment Management, Inc. (Harris Investment), HIM Monegy, Inc. (HIM Monegy), Harris N.A. (Harris NA), The Harris Bank N.A. (Harris Bank), Sullivan, Bruyette, Speros & Blayney, Inc. (SBSB), Stoker Ostler Wealth Advisors, Inc. (Stoker), Harris myCFO Investment Advisory Services LLC (Harris LLC), and Harris Investor Services Inc. (Harris Investor) for a decision (or its equivalent) pursuant to section 5.1 of the Rule exempting insiders of the Bank, and exempting BMO Nesbitt, BMO Asset Management, BMO Harris, Pyrford, Harris Investment HIM Monegy, Harris NA, Harris Bank, SBSB, Stoker, Harris LLC and Harris Investor (the Asset Managers), from trading restrictions imposed upon issuer-restricted persons by section 2.2 of the Rule, and exempting BMO Nesbitt from certain trading restrictions imposed upon dealer-restricted persons by section 2.1(a) of the Rule;

AND UPON considering the Application and the recommendation of staff of the Ontario Securities Commission (the Commission);

AND UPON the Bank, each of the Asset Managers and BMO Nesbitt having represented to the Director that:

1. The Bank is a Schedule I bank under the Bank Act (Canada).


April 1, 2011 (2011) 34 OSCB 3781

2. BMO Nesbitt is a corporation incorporated under the laws of Canada. Its head office is located in Toronto, Ontario. It is registered as an investment dealer in all provinces and territories of Canada, as a futures commission merchant in Ontario and Manitoba and as an investment fund manager in Ontario and is a member of the IIROC and the TSX Venture Exchange, an approved participant of the Montreal Exchange and a participating organization of The Toronto Stock Exchange (TSX).

3. BMO Asset Management is incorporated under the laws of the Province of Ontario and has its head office in Toronto, Ontario. It is registered as a portfolio manager and exempt market dealer under the securities legislation of all provinces and territories of Canada and a commodity trading manager and investment fund manager in Ontario.

4. BMO Harris is incorporated under the laws of Canada and has its head office in Toronto, Ontario. It is registered as a portfolio manager and exempt market dealer under the securities legislation of all provinces and territories of Canada, a derivatives portfolio manager in Quebec, and a commodity trading manager, a commodity trading counsel and an investment fund manager in Ontario.

5. Pyrford is incorporated under the laws of the United Kingdom and has its head office in London, UK. It is registered as a portfolio manager in Alberta, British Columbia, Manitoba, Ontario and Quebec and an exempt market dealer in Ontario and Quebec.

6. Harris Investment is incorporated under the laws of the State of Delaware and has its head office in Chicago, Illinois. It is registered as a portfolio manager in British Columbia, Manitoba and Ontario and as a commodity trading manager in Ontario.

7. HIM Monegy is incorporated under the laws of Canada and has its head office in Toronto, Ontario. It is registered as a portfolio manager in Alberta and Ontario and as an exempt market dealer in Ontario.

8. Harris NA is registered as a national bank in the United States and has its head office in Chicago, Illinois.

9. Harris Bank is registered as a national bank in the United States and has its head office in Chicago, Illinois.

10. SBSB is registered as a registered investment advisor with the U.S. Securities and Exchange Commission (SEC) and has its head office in McLean, Virginia.

11. Stoker is registered as a registered investment advisor with the SEC and has its head office in Scottsdale, Arizona.

12. Harris LLC is registered as a registered investment advisor with the SEC and has its head office in Chicago, Illinois.

13. Harris Investor is registered as a portfolio manager in Ontario and British Columbia. Harris Investor is also registered asa registered investment advisor with the SEC, is a member of Financial Industry Regulatory Authority (FINRA) and has its head office in Chicago, Illinois.

14. Each of the Asset Managers manages accounts on behalf of clients at arm’s length to the Bank and its affiliates who have granted the Asset Manager discretionary investment authority over the assets in the clients’ accounts (including clients’ accounts that are pooled investment funds) (Managed Accounts) and who have provided the Asset Managers with express written consent to exercise such discretionary investment authority to purchase Shares on behalf of the Managed Accounts (Authorized Managed Accounts).

15. Each of BMO Nesbitt, BMO Asset Management, BMO Harris, Harris Investment, HIM Monegy and Pyrford (individually, a BMO Fund Manager and collectively the BMO Fund Managers) is the manager of investment funds that have an Independent Review Committee that has approved the purchase of common shares of the Bank (Shares) by the investment funds, in the ordinary course (which would include the time period that would fall during the Restricted Period) in accordance with either section 6.2 of National Instrument 81-107 Independent Review Committee for Investment Funds or the terms and conditions of an exemption that has been granted by the Commission (each an Authorized BMO Fund);

16. The Bank and its subsidiaries sponsor: (i) Employee Share Ownership Plan (BMO ESOP) for employees of the Bank and its subsidiaries living and working in Canada or expatriates who continue to be on the Canadian payroll, (ii) Employee Share Ownership Plan (Nesbitt ESOP) for employees of BMO Nesbitt and its subsidiaries living and working in Canada or expatriates who continue to be on the Canadian payroll, (iii) Qualified Employee Share Purchase Plan (QESPP) for employees of certain of the Bank’s subsidiaries, (iv) Non-Qualified Employee Share Purchase Plan (NQESPP) for employees of the Bank resident in the United States, and (v) All Employee Share Ownership Plan (UK ESOP) for employees of the Bank or a subsidiary of the Bank that are subject to income tax in the United Kingdom, in


April 1, 2011 (2011) 34 OSCB 3782

each case, a voluntary savings program available to the employees of the Bank and its affiliates including, without limitation, insiders of the Bank who are participants in the Employee Plans (the Participating Insiders).

17. As the sponsor of the BMO ESOP, Nesbitt ESOP, QESPP or NQESPP (collectively, the Employee Plans), the Bank and its subsidiaries pay all administration fees associated with the Employee Plans. All Share purchases on behalf of the Employee Plans (other than share purchases under the QESPP and the NQESPP) and their participants are made through BMO Nesbitt.

18. Each of the Employee Plans is an automatic securities purchase plan for purposes of Part 5 of National Instrument 55- 104 Insider Reporting Requirements and Exemptions.

19. The Bank and Marshall & Ilsley Corporation (M&I) have entered into an Agreement and Plan of Merger (the Merger Agreement) pursuant to which M&I will be acquired by the Bank. Pursuant to the Merger Agreement, a newly-formed wholly-owned indirect subsidiary of the Bank (Merger Sub) will merge with and into M&I with Merger Sub surviving the merger.

20. Under the Merger Agreement, each share of M&I common stock issued and outstanding immediately prior to the completion of the Bank’s acquisition of M&I (the Proposed Acquisition), except for certain specified shares of M&I common stock held by the Bank, Merger Sub or M&I, will be converted into the right to receive 0.1257 common shares of the Bank. If the number of common shares or shares of common stock of M&I changes before the Proposed Acquisition is completed because of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar event, then an appropriate and proportionate adjustment will be made to the number of Bank’s common shares into which each share of M&I common stock will be converted. As of December 31, 2010, there were 528,677,001 shares of M&I common stock issued and outstanding. Based on this number of shares of M&I common stock, the Bank expects to issue approximately 66,454,699 common shares in connection with the Proposed Acquisition (the Merger Distribution).

21. The Proposed Acquisition is subject to the approval of M&I’s shareholders.

22. BMO Nesbitt has been appointed by the Bank as one of Bank’s advisors in respect of the Proposed Acquisition and its compensation for such services is dependant upon the outcome of the Proposed Acquisition.

23. The Shares that are to be delivered to the shareholders of M&I pursuant to the Merger Agreement are being registered under the Securities Act of 1933 pursuant to a registration statement on Form F-4 that has been filed with the SEC. M&I proposes to mail a proxy statement/prospectus (the Proxy Statement) to its shareholders as soon as practicable following the declaration of the Form F-4’s effectiveness. The meeting of M&I’s shareholders that is being held to consider the Proposed Acquisition will be convened within a few days following the date of the mailing.

24. As a result of the Merger Distribution, each of the Asset Managers and BMO Nesbitt is an issuer-restricted person, and BMO Nesbitt is also a dealer-restricted person, for purposes of the Rule.

25. As an issuer-restricted person, each of the Asset Managers and BMO Fund Managers is subject to trading restrictions (the Trading Restrictions) that prohibit it from purchasing Shares for either its own account or for any account over which it exercises control or direction during the issuer-restricted period applicable to the Merger Distribution (the Restricted Period).

26. The Restricted Period will begin on the date of dissemination of the Proxy Statement and end on the date on which the Proposed Acquisition is approved by the shareholders of M&I or the Proposed Acquisition is terminated.

27. The Shares meet the requirements in the Rule to be considered a “highly-liquid security”.

28. As a dealer-restricted person, BMO Nesbitt is exempt from the Trading Restrictions because the Shares are highly-liquid securities.

29. As a dealer-restricted person, BMO Nesbitt is prohibited from purchasing Shares for an account which BMO Nesbitt knows, or reasonably ought to know, is an account of an issuer-restricted person.

30. In the absence of an exemption from the Trading Restrictions that has been sought on behalf of the Asset Managers pursuant to the Application, each Asset Manager would be unable to purchase Shares during the Restricted Period on behalf of Authorized Managed Accounts.


April 1, 2011 (2011) 34 OSCB 3783

31. In the absence of an exemption from the Trading Restrictions that has been sought on behalf of BMO Fund Managers pursuant to the Application, each BMO Fund Manager will be unable to purchase Shares on behalf of Authorized BMO Funds throughout the Restricted Period.

32. In the absence of the exemptions sought by the Asset Managers pursuant the Application, each Asset Manager would be precluded from discharging its fiduciary obligation to its Authorized Managed Accounts, and each BMO Fund Manager would be precluded from discharging its fiduciary obligation to the Authorized BMO Funds, in accordance with their investment objectives throughout the Restricted Period even though the Shares are highly-liquid securities.

33. In the absence of the exemption from the Trading Restrictions that has been sought on behalf of the Participating Insiders, a Participating Insider would be unable to purchase Shares in accordance with the terms and conditions of the applicable Employee Plan during the Restricted Period.

34. Although BMO Nesbitt will be able to purchase Shares for its own account or for accounts over which it exercises control or direction throughout the Restricted Period in reliance upon the exemption for highly-liquid securities that is available pursuant to section 3.1(1)(b) of the Rule, it will be unable to purchase Shares on behalf of Participating Insiders during the Restricted Period in the absence of an exemption from section 2.1(a) of the Rule.

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

IT IS THE DECISION of the Director pursuant to section 5.1 of the Rule that for purposes of the Proposed Acquisition, the following are exempt from section 2.2 of the Rule:

(a) purchases of Shares by an Asset Manager on behalf of an Authorized Managed Account;

(b) purchases of Shares by a BMO Fund Manager on behalf of an Authorized BMO Fund; and

(c) purchases of Shares in accordance with the terms and conditions of Employee Plans (other than share purchases under the QESPP and the NQESPP) made by Participating Insiders or by BMO Nesbitt on behalf of Participating Insiders.

IT IS ALSO THE DECISION of the Director pursuant to section 5.1 of the Rule that for the purposes of the Proposed Acquisition, BMO Nesbitt is exempt from section 2.1(a) of the Rule in respect of any purchases of Shares on behalf of a Participating Insider when it is purchasing shares in accordance with the terms and conditions of an Employee Plan (other than share purchases under the QESPP and the NQESPP).

March 29, 2011

“Susan Greenglass” Director, Market Regulation Branch


April 1, 2011 (2011) 34 OSCB 3784

2.2 Orders

2.2.1 Intact Financial Corporation – s. 104(2)(c)

Headnote

Clause 104(2)(c) – Issuer bid – relief from issuer bid requirements in sections 94 to 94.8 and 97 to 98.7 of the Act – Issuer proposes to purchase, at a discounted purchase price, up to 150,000 of its common shares from one of its shareholders and/or such shareholder's affiliates – due to discounted purchase price, proposed purchases cannot be made through TSX trading system – but for the fact that the proposed purchases cannot be made through the TSX trading system, the Issuer could otherwise acquire the subject shares in reliance upon the issuer bid exemption available under section 101.2 of the Securities Act and in accordance with the TSX rules governing normal course issuer bid purchases – no adverse economic impact on or prejudice to issuer or public shareholders – proposed purchases exempt from issuer bid requirements in sections 94 to 94.8 and 97 to 98.7 of the Act, subject to conditions, including that the issuer not purchase more than one-third of the maximum number of shares to be purchased under its normal course issuer bid by way of off-exchange block purchases.


Securities Act, R.S.O. 1990, c. S.5, as am., ss. 94 to 94.8, 97 to 98.7, 104(2)(c).


R.S.O. 1990, c. S.5, AS AMENDED (the “Act”)

AND

IN THE MATTER OF INTACT FINANCIAL CORPORATION

ORDER(Section 104(2)(c))

UPON the application (the “Application”) of Intact Financial Corporation (the “Issuer”) to the Ontario Securities Commission (the “Commission”) for an order pursuant to section 104(2)(c) of the Act for an order exempting the Issuer from sections 94 to 94.8 and 97 to 98.7 of the Act (the “Issuer Bid Requirements”) in connection with the proposed purchase or purchases (“Proposed Purchases”) by the Issuer of up to 150,000 (the “Subject Shares”) of the Issuer's common shares (the “Shares”) from The Bank of Nova Scotia and/or its affiliates (the “Selling Shareholder”);

AND UPON considering the Application and the recommendation of staff of the Commission;

AND UPON the Issuer (and the Selling Shareholder in respect of paragraphs 5, 6, 7, 8, 9, 12, and

24 as they relate to the Selling Shareholder) having represented to the Commission that:

1. The Issuer is a corporation existing under the Canada Business Corporations Act.

2. The registered and head office of the Issuer is located at 700 University Avenue, Suite 1500, Toronto, Ontario, M5G 0A1.

3. The Issuer is a reporting issuer in each of the provinces and territories of Canada (the “Jurisdictions”) and the Shares are listed for trading on the Toronto Stock Exchange (the “TSX”). The Issuer is not in default of any requirement of the securities legislation in the Jurisdictions.

4. The authorized share capital of the Issuer currently consists of an unlimited number of Shares and an unlimited number of Class A shares. As at March 7, 2011, 110,200,065 Shares and no Class A shares were issued and outstanding.

5. The executive office of the Selling Shareholder is located in Toronto, Ontario.

6. The Selling Shareholder does not directly or indirectly own more than 5% of the issued and outstanding Shares.

7. The Selling Shareholder owns the Subject Shares and the Subject Shares were not acquired in anticipation of resale pursuant to private agreements under an issuer bid exemption order issued by a securities regulatory authority.

8. The Selling Shareholder is at arm’s length to the Issuer and is not an “insider” of the Issuer, an “associate” of an “insider” of the Issuer, or an “associate” or “affiliate” of the Issuer, as such terms are defined in the Act.

9. The Selling Shareholder is an “accredited investor” within the meaning of National Instrument 45-106 Prospectus and Registration Exemptions (“NI 45-106”).

10. Pursuant to a “Notice of Intention to Make a Normal Course Issuer Bid” dated February 16, 2011 (the “Notice”) filed with the TSX, the Issuer is permitted to make normal course issuer bid (the “Bid”) purchases (each, a “Bid Purchase”) to a maximum of 5,523,548 Shares in accordance with sections 628 to 629.3 of Part VI of the TSX Company Manual (the “TSX Rules”). As at March 7, 2011, 191,600 Shares have been purchased under the Bid. Assuming completion of the purchase of the Subject Shares, the Issuer will have purchased under the Bid an aggregate of 150,000 Shares pursuant to private agreements under issuer bid exemption orders issued by a


April 1, 2011 (2011) 34 OSCB 3785

securities regulatory authority, representing approximately 2.7% of the 5,523,548 Shares authorized to be purchased under the Bid.

11. In addition to making Bid Purchases by means of open market transactions, the Notice contemplates that the Issuer may purchase Shares by other means as may be permitted by the TSX, including pre-arranged crosses and private agreements under an order issued by a securities regulatory authority.

12. The Issuer and the Selling Shareholder intend to enter into one or more agreements of purchase and sale (each, an “Agreement”) pursuant to which the Issuer will agree to acquire, by one or more trades occurring prior to March 22, 2011, the Subject Shares from the Selling Shareholder for purchase prices (each, a “Purchase Price”) that will be negotiated at arm’s length between the Issuer and the Selling Shareholder. The Purchase Price will be at a discount to the prevailing market price and below the prevailing bid-ask price for the Shares.

13. The purchase of any of the Subject Shares by the Issuer pursuant to an Agreement will constitute an “issuer bid” for purposes of the Act to which the Issuer Bid Requirements would apply.

14. Because the Purchase Price will be at a discount to the prevailing market price and below the bid-ask price for the Shares at the time of each trade, the Proposed Purchases cannot be made through the TSX trading system and, therefore, will not occur “through the facilities” of the TSX. As a result, the Issuer will be unable to acquire the Subject Shares from the Selling Shareholder in reliance upon the exemption from the Issuer Bid Requirements that is available pursuant to section 101.2(1) of the Act.

15. Except for the fact that the Purchase Price will be at a discount to the prevailing market price and below the bid-ask price for the Shares at the time of the Proposed Purchases, the Issuer could otherwise acquire the Subject Shares as a “block purchase” (a “Block Purchase”) in accordance with section 629(l)(7) of the TSX Rules and the exemption from the Issuer Bid Requirements in section 101.2(1) of the Act.

16. The sale of any of the Subject Shares to the Issuer will not be a “distribution” (as defined in the Act).

17. The Selling Shareholder will either not be required to be registered as a dealer under the Act in connection with the sale of the Subject Shares to the Issuer or the Selling Shareholder will sell the Subject Shares to the Issuer in reliance upon an exemption from the dealer registration requirements under the Act that is available as a

result of the combined effect of Section 2.16 of NI 45-106 and Section 4.1(a) of Commission Rule 45-501 Ontario Prospectus and Registration Exemptions.

18. Senior management of the Issuer believes that through the Proposed Purchases, the Issuer will be able to purchase the Subject Shares at a lower price than the price at which the Issuer would otherwise be able to purchase the Shares under the Bid and senior management believes that this is an appropriate use of the Issuer’s funds.

19. The Proposed Purchases will also be carried out with a minimum of cost to the Issuer.

20. The Proposed Purchases will not adversely affect the Issuer, the rights of any of the Issuer’s securityholders or control of the Issuer.

21. To the best of the Issuer’s knowledge, as at March 7, 2011, the public float for the Shares consisted of approximately 99% for purposes of the TSX Rules.

22. The market for the Shares is a “liquid market” within the meaning of Section 1.2 of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions. The Proposed Purchases would not have any effect on the ability of other shareholders of the Issuer to sell their Shares in the market.

23. Other than the Purchase Price, no additional fee or other consideration will be paid in connection with the Proposed Purchases.

24. At the time that an Agreement is entered into by the Issuer and the Selling Shareholder and at the time of each Proposed Purchase, neither the Issuer nor the Selling Shareholder will be aware of any “material change” or “material fact” (each as defined in the Act) in respect of the Issuer that has not been generally disclosed.

AND UPON the Commission being satisfied to do so would not be prejudicial to the public interest;

IT IS ORDERED pursuant to section 104(2)(c) of the Act that the Issuer be exempt from the Issuer Bid Requirements in connection with the Proposed Purchases, provided that:

(a) the Proposed Purchases will be taken into account by the Issuer when calculating the maximum annual aggregate limit for the Bid Purchases in accordance with the TSX Rules;

(b) the Issuer will refrain from conducting a Block Purchase in accordance with the TSX Rules during the calendar week it completes each Proposed Purchase and may not make any further


April 1, 2011 (2011) 34 OSCB 3786

Bid Purchases for the remainder of that calendar day;

(c) the Purchase Price is not higher than the last “independent trade” (as that term is used in paragraph 629(1)1 of the TSX Rules) of a board lot of Shares immediately prior to the execution of each Proposed Purchase;

(d) the Issuer will otherwise acquire any additional Shares pursuant to the Bid and in accordance with the TSX Rules;

(e) immediately following its purchase of the Subject Shares from the Selling Shareholder, the Issuer will report the purchase of the Subject Shares to the TSX;

(f) at the time that an Agreement is entered into by the Issuer and the Selling Shareholder and at the time of each Proposed Purchase, neither the Issuer nor the Selling Shareholder will be aware of any “material change” or “material fact” (each as defined in the Act) in respect of the Issuer that has not been generally disclosed;

(g) the Issuer will issue a press release in connection with the Proposed Purchases; and

(h) the Issuer does not purchase, pursuant to private agreements under an issuer bid exemption order issued by a securities regulatory authority, more than one-third of the maximum number of Shares the Issuer can purchase under the Bid.

Dated at Toronto this 15th day of March, 2011

“Wes M. Scott” Commissioner Ontario Securities Commission

“James D. Carnwath” Commissioner Ontario Securities Commission

2.2.2 North American Financial Group Inc. et al. – ss. 127(7), 127(8)



AND

NORTH AMERICAN FINANCIAL GROUP INC., NORTH AMERICAN CAPITAL INC., ALEXANDER

FLAVIO ARCONTI, AND LUIGINO ARCONTI

ORDERSections 127(7) & 127(8)

WHEREAS on the 10th day of November, 2010, pursuant to subsections 127(1) and 127(5) of the Securities Act, R.S.O. 1990, c. S.5, as amended (the “Act”), the Ontario Securities Commission (the “Commission”) made an order against North American Financial Group Inc. (“NAFG”), North American Capital Inc. (“NAC”), Alexander Flavio Arconti (“Flavio”) and Luigino Arconti (“Gino”);

AND WHEREAS on the 10th day of November, 2010, pursuant to subsection 127(6) of the Act, the Commission ordered that the following Temporary Order shall expire on the 15th day after its making unless extended by order of the Commission;

AND WHEREAS by Commission Order dated November 10, 2010, the Commission made the following temporary order (the “Temporary Order”):

1. pursuant to clause 2 of subsection 127(1) of the Act, that all trading in the securities of NAFG and NAC shall cease;

2. pursuant to clause 2 of subsection 127(1) of the Act, that NAFG, NAC, Flavio and Gino cease trading in all securities; and

3. that pursuant to clause 3 of subsection 127(1) of the Act, that the exemptions contained in Ontario securities law do not apply to NAFG, NAC, Flavio or Gino;

AND WHEREAS by Commission Order dated November 23, 2010, the Temporary Order was amended such that Flavio and Gino may trade in securities for their own accounts or their parents’ accounts or for the accounts of their registered retirement savings plan or registered income fund (as defined in the Income Tax Act (Canada)) provided that they trade through accounts opened in their parents’ names or either of their names only;

AND WHEREAS the Temporary Order as amended has been extended from time to time;

AND WHEREAS by Order dated February 28, 2011, the Temporary Order as amended was extended to March 28, 2011;


April 1, 2011 (2011) 34 OSCB 3787

AND WHEREAS the Superior Court of Justice (Commercial List) issued an order on March 7, 2011 approving a Proposal made under the Bankruptcy and Insolvency Act in the matter of NAFG (the “Proposal”);

AND WHEREAS pursuant to the Proposal all secured creditors of NAFG are to be issued Convertible Debentures in an amount equal to the amount owing by NAFG to the secured creditors and all unsecured creditors are to be issued Convertible Debentures in an amount equal to 50% of their unsecured proven claims;

AND WHEREAS the Commission is of the opinion that it is in the public interest to make the following order;

AND WHEREAS the parties to this proceeding consent to the making of this order;

IT IS ORDERED that the Temporary Order as amended be further amended to permit NAFG and its officers and directors to issue Convertible Debentures in accordance with the Proposal (the “Further Amended Temporary Order”);

IT IS FURTHER ORDERED that the Further Amended Temporary Order is extended to Monday, May 2, 2011;

IT IS FURTHER ORDERED that the hearing in this matter be adjourned to Friday, April 29, 2011 at 10:00 a.m. or to such other date or time as provided by the Secretary’s Office and agreed to by the parties.


“Edward P. Kerwin”


April 1, 2011 (2011) 34 OSCB 3788

2.2.3 Canadian Derivatives Clearing Corporation – s. 147

Headnote

Application under section 147 of the Securities Act (Ontario) (OSA) to exempt on a temporary basis Canadian Derivatives Clearing Corporation from recognition as a clearing agency under subsection 21.2(0.1) of the OSA.

(Editor’s note: this decision was first published in the February 25, 2011 Bulletin, (2011) 34 OSCB 2302-2303 and 2305. It is being republished due to an error in the original publication).


Securities Act, R.S.O. 1990, c. S.5, as am., ss. 21.2(0.1), 147.


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

AND

IN THE MATTER OF THE CANADIAN DERIVATIVES CLEARING CORPORATION

ORDER(section 147 of the Act)

WHEREAS the Canadian Derivatives Clearing Corporation (the “Corporation”) filed an application (the “Application”),pursuant to section 147 of the Act, for an order (the “Temporary Exemption Order”) temporarily exempting the Corporation from the requirement to be recognized as a clearing agency under section 21.2 of the Act.

AND WHEREAS the Corporation has represented to the Commission as follows:

1. The Bourse de Montréal Inc. (the “Bourse”), the Corporation’s sole shareholder, is a wholly-owned subsidiary of the TMX Group Inc., a widely held public company, the common shares of which are listed on the Toronto Stock Exchange.

2. The Corporation is currently recognized as a self-regulatory organization in Québec under section 169 of the Securities Act (Québec) which enables it to carry on the activities of a clearing house in Québec. As such, the Corporation is subject to the regulatory oversight of the Autorité des marches financiers (“AMF”).

3. On March 16, 2004, the Commission granted the Bourse an exemption, pursuant to section 147 of the Act, from recognition as a stock exchange under section 21 of the Act and an exemption, pursuant to section 80 of the Commodity Futures Act (the “CFA”), from registration as a commodity futures exchange under section 15 of the CFA, subsequently amended on April 30, 2008 (the “Bourse Exemption Order”).

4. The Bourse Exemption Order includes regulatory oversight terms and conditions applicable to the Corporation (the “CDCC T&Cs”), including a term and condition requiring the Corporation to concurrently provide to the Commission copies of all rules that it files for review and approval with the AMF.

5. Section 21.2 of the Act will, effective March 1, 2011, prohibit clearing agencies from carrying on business in Ontario unless they are recognized by the Commission as a clearing agency.

6. The Corporation’s operations are undergoing major changes and are likely to evolve significantly in the near future. In this regard, the Corporation will be adding clearing for fixed income transactions (including both repurchase transactions and cash buy and sell trades) (the “Fixed Income CCP Service”) and has recently responded to an industry-issued request for information by indicating its intention to operate as a central clearing counterparty for the Canadian OTC swap market (the “OTC Swaps CCP Service”).

AND WHEREAS the Bank of Canada (“BOC”) is undertaking a comprehensive assessment of the Corporation’s operations, systems, rules, and risk management, primarily in the context of the Fixed Income CCP Service, for the purposes of designation and regulatory oversight by the BOC pursuant to the Payment Clearing and Settlement Act (Canada).


April 1, 2011 (2011) 34 OSCB 3789

AND WHEREAS the Commission has determined that the Temporary Exemption Order will provide sufficient time for:

(i) the Corporation to finalize its new clearing functions, particularly the Fixed Income CCP Service, and

(ii) the Commission to assess the impact of the Corporation’s new functions on Ontario’s capital markets and consider an appropriate regulatory framework.

AND WHEREAS the CDCC T&Cs will terminate in the Bourse Exemption Order upon the Corporation being recognized by the Commission as a recognized clearing agency under the Act or recognized clearing house under the CFA or upon the Corporation being exempt from any requirement to be recognized.

AND WHEREAS based on the Application and the representations of the Corporation, the Commission is satisfied that granting the Corporation the Temporary Exemption Order pursuant to section 147 of the Act would not be prejudicial to the public interest.

IT IS HEREBY ORDERED by the Commission, pursuant to section 147 of the Act, that the Corporation be exempt from the requirement to be recognized as a clearing agency under section 21.2 of the Act;

Provided that:

A. the Corporation complies with the terms and conditions attached hereto as Schedule “A”; and

B. this Temporary Exemption Order shall terminate on the earlier of:

(i) the date that the Commission renders a subsequent order recognizing the Corporation as a clearing agency under subsection 21.2(0.1) of the Act or exempting it from the requirement to be recognized as a clearing agency under section 147 of the Act, and

(ii) March 1, 2012.

DATED at Toronto on February 15, 2011.

“Vern Krishna”

“Edward Philip Kerwin”


April 1, 2011 (2011) 34 OSCB 3790

SCHEDULE “A” Terms and Conditions

1. The Corporation continues to be recognized as a self-regulatory organization under the Securities Act (Québec) or is and remains recognized as a clearing house under section 14 of the Derivatives Act (Québec).

2. The Corporation shall continue to comply with the CDCC T&Cs, namely that it will:

a) provide to the Commission, concurrently with the AMF, copies of all Rules that it files for review and approval with the AMF and provide copies of all final Rules to the Commission in both English and French;

b) provide to the Commission, concurrently with the AMF, copies of all audited financial statements and reports prepared by an independent auditor in respect of the Corporation’s financial situation and operations;

c) provide to the Commission, concurrently with the AMF, copies of all internal risk management reports intended for its members and any outside report, including any audit report prepared in accordance with the Canadian Institute of Chartered Accountants Handbook, on the results of an examination or review of the Corporation’s risk management policies, controls and standards undertaken by an independent person;

d) provide to the Commission, concurrently with the AMF, prompt notification of any material failures or changes to its systems;

e) provide to the Commission, concurrently with the AMF, prompt notification of any material problems with the clearance and settlement of transactions in contracts traded on the Bourse, including any failure by a member of the Corporation to promptly fulfil its settlement obligations that could materially affect the operations or financial situation of the Corporation;

f) promote fair access to the Corporation and will not unreasonably prohibit or limit access by a person or company to services offered by the Corporation; and

g) promote within the Corporation a corporate governance structure that minimizes the potential for any conflict of interest between the Bourse and the Corporation that could adversely affect the clearance and settlement of trades in contracts or the effectiveness of the Corporation’s risk management policies, controls and standards.

3. The Corporation shall, concurrently with the AMF and BOC or as soon as practicable, update Commission staff on a regular and timely basis on the progress of the development and implementation of the Fixed Income CCP Service and any OTC Swaps CCP Service.


April 1, 2011 (2011) 34 OSCB 3791

2.2.4 Rezwealth Financial Services Inc. et al. – ss. 127(1), 127(7), 127(8)



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

ORDER(Subsections 127(1), 127(7) and 127(8))

WHEREAS on December 22, 2009, the Ontario Securities Commission (the “Commission”) issued a temporary cease trade order (the “Temporary Order”) pursuant to subsections 127(1) and 127(5) of the Securities Act, R.S.O. 1990, c. S.5, as amended (the “Act”) ordering the following:

1. that all trading in any securities by Rezwealth Financial Services Inc. (“Rezwealth”), Tiffin Financial Corporation (“Tiffin Financial”), 2150129 Ontario Inc. (“215 Inc.”) or their agents or employees shall cease;

2. that all trading in any securities by Pamela Ramoutar (“Pamela”), Chris Ramoutar (“Chris”), Justin Ramoutar (“Justin”), Daniel Tiffin (“Tiffin”) and Sylvan Blackett (“Blackett”) shall cease;

3. that the exemptions contained in Ontario securities law do not apply to Rezwealth, Tiffin Financial, and 215 Inc. or their agents or employees; and

4. that the exemptions contained in Ontario securities law do not apply to Pamela, Chris, Justin, Tiffin and Blackett;

AND WHEREAS on December 22, 2009, the Commission ordered that the Temporary Order shall expire on the 15th day after its making unless extended by the Commission;

AND WHEREAS on December 22, 2009, the Commission issued a Notice of Hearing to consider, among other things, the extension of the Temporary Order, to be held on January 6, 2010;

AND WHEREAS on January 6, 2010, the Commission ordered that the Temporary Order was extended until June 22, 2010 and that the hearing was adjourned to June 21, 2010;

AND WHEREAS on June 21, 2010, the Commission ordered that the Temporary Order was extended until September 23, 2010 and that the hearing was adjourned to September 22, 2010;

AND WHEREAS on September 22, 2010, the Commission ordered that the Temporary Order was extended until January 27, 2011 and that the hearing was adjourned to January 26, 2011;

AND WHEREAS on January 24, 2011, the Commission issued a Notice of Hearing pursuant to sections 127 and 127.1 of the Act accompanied by a Statement of Allegations dated January 24, 2011, issued by Staff of the Commission (“Staff”) with respect to Rezwealth, Pamela, Justin, Tiffin Financial, Tiffin, 215 Inc., Blackett, 1778445 Ontario Inc. and Willoughby Smith;

AND WHEREAS on January 26, 2011, Staff was not requesting to extend the Temporary Order against Chris;

AND WHEREAS on January 26, 2011, the Commission ordered that the Temporary Order was extended with respect to Rezwealth, Pamela, Justin, Tiffin Financial, Tiffin, 215 Inc. and Blackett until March 17, 2011 (the “Amended Temporary Order”), and specifically:

1. that all trading in any securities by Rezwealth, Tiffin Financial and 215 Inc. shall cease;

2. that all trading in any securities by Pamela, Justin, Tiffin and Blackett shall cease;

3. that the exemptions contained in Ontario securities law do not apply to Rezwealth, Tiffin Financial, 215 Inc. or their agents or employees;

4. that the exemptions contained in Ontario securities law do not apply to Pamela, Justin, Tiffin and Blackett; and

5. that this Order shall not affect the right of any respondent to apply to the Commission to clarify, amend, or revoke this Order upon five days written notice to Staff.

AND WHEREAS on January 26, 2011, the Commission further ordered that the hearing was adjourned to March 16, 2011 at 10:00 a.m.;

AND WHEREAS on March 16, 2011, the Commission held a hearing to consider an extension of the Amended Temporary Order and other preliminary matters;

AND WHEREAS Staff requested a further order continuing the Amended Temporary Order against Rezwealth, Pamela, Justin, Tiffin Financial, Tiffin, 215 Inc. and Blackett;


April 1, 2011 (2011) 34 OSCB 3792

AND WHEREAS the Commission heard submissions from counsel for Staff, counsel for Rezwealth, Pamela and Justin and counsel for Tiffin and Tiffin Financial;

AND WHEREAS no one appeared at the hearing on behalf of 215 Inc. or Blackett, although properly served;

AND WHEREAS the Commission is of the opinion that it is in the public interest to make this Order;

IT IS HEREBY ORDERED pursuant to subsections 127(7) and 127(8) of the Act that the Amended Temporary Order is extended to the conclusion of the hearing on the merits; and

IT IS FURTHER ORDERED that the hearing of this matter is adjourned to Thursday, June 16, 2011 at 10:00 a.m. for a pre-hearing conference.


“Christopher Portner”

2.2.5 L. Jeffrey Pogachar et al. – s. 127



AND

IN THE MATTER OF L. JEFFREY POGACHAR, PAOLA LOMBARDI AND

ALAN S. PRICE, NEW LIFE CAPITAL CORP., NEW LIFE CAPITAL INVESTMENTS INC., NEW LIFE CAPITAL ADVANTAGE INC., NEW LIFE CAPITAL STRATEGIES INC.,

2126375 ONTARIO INC., 2108375 ONTARIO INC., 2126533 ONTARIO INC., 2152042 ONTARIO INC., 2100228 ONTARIO INC., 2173817 ONTARIO INC.,

AND 1660690 ONTARIO LTD.

ORDER(Sections 127)

WHEREAS the Respondent, Paulo Lombardi, brought a motion to adjourn the hearing on the merits scheduled to begin on April 4, 2011;

AND WHEREAS the motion was heard on March 23, 2011;

AND WHEREAS the Respondent, Paola Lombardi, appeared by telephone and made submissions in support of the motion to adjourn and Staff of the Commission appeared in person and made submissions in opposition to the motion to adjourn;

AND WHEREAS the Commission was not satisfied that the Respondent, Paola Lombardi, provided any basis for the adjournment of the hearing but because the Commission does not have sufficient members to constitute a hearing panel to hear this proceeding on the dates presently scheduled to commence on April 4, 2011;

IT IS ORDERED THAT that the hearing dates for this matter is adjourned to December 5, 2011 to December 17, 2011 excluding December 6, 2011 peremptory to the Respondents with or without counsel.


“James D. Carnwath”


April 1, 2011 (2011) 34 OSCB 3793

2.2.6 Simply Wealth Financial Group Inc. et al. – s. 127



AND

IN THE MATTER OF SIMPLY WEALTH FINANCIAL GROUP INC.,

NAIDA ALLARDE, BERNARDO GIANGROSSO, K&S GLOBAL WEALTH CREATIVE STRATEGIES INC., KEVIN PERSAUD, MAXINE LOBBAN AND

WAYNE LOBBAN

ORDER(Section 127)

WHEREAS on February 16, 2011, the Ontario Securities Commission (the “Commission”) issued a Notice of Hearing pursuant to sections 127 and 127.1 of the Securities Act, R.S.O. 1990, c. S.5, as amended (the “Act”), in relation to a Statement of Allegations filed by Staff of the Commission (“Staff”) in respect of Simply Wealth Financial Group Inc. (“Simply Wealth”), Naida Allarde (“Allarde”), Bernardo Giangrosso (“Giangrosso”), K&S Global Wealth Creative Strategies Inc. (“K&S”), Kevin Persaud (“Persaud”), Maxine Lobban and Wayne Lobban (collectively, the “Respondents”);

AND WHEREAS on March 16, 2011, Staff filed an Amended Statement of Allegations;

AND WHEREAS the Notice of Hearing set a hearing in this matter for March 24, 2011 at 10:00 a.m.;

AND WHEREAS on March 24, 2011, Allarde and Giangrosso, on behalf of Simply Wealth and on their own behalf, and Persaud, on behalf of K&S and on his own behalf, attended the hearing;

AND WHEREAS the Commission is of the opinion that it is in the public interest to make this order;

IT IS ORDERED that this matter is adjourned to a confidential pre-hearing conference to be held on June 1, 2011 at 10:00 a.m.


“James D. Carnwath”

2.2.7 Innovative Gifting Inc. et al. – s. 127(1)



AND



ORDER(Section 127(1))

WHEREAS on March 2, 2010, the Ontario Securities Commission (the “Commission”) issued a Notice of Hearing pursuant to sections 127 and 127.1 of the Securities Act, R.S.O. 1990, c. S.5, as amended (the “Act”) in respect of Innovative Gifting Inc. (“IGI”), Terence Lushington (“Lushington”), Z2A Corp. (“Z2A”), and Christine Hewitt (“Hewitt”);

AND WHEREAS IGI and Lushington entered into a Settlement Agreement with Staff of the Commission dated March 24, 2011 (the "Settlement Agreement") in which IGI and Lushington agreed to a proposed settlement of the proceeding commenced by the Notice of Hearing, subject to the approval of the Commission;

AND UPON reviewing the Settlement Agreement, the Notice of Hearing, and the Statement of Allegations of Staff of the Commission, and upon hearing submissions from counsel for IGI and Lushington and from Staff of the Commission;


IT IS HEREBY ORDERED THAT:

(a) the Settlement Agreement is approved;

(b) pursuant to clause 2 of subsection 127(1) of the Act, trading in any securities by IGI cease permanently from the date of this Order;

(c) pursuant to clause 2 of subsection 127(1) of the Act, trading in any securities by Lushington cease for a period of five years from the date of this Order;

(d) pursuant to clause 2.1 of section 127(1) of the Act, IGI is prohibited permanently from the acquisition of any securities from the date of this Order;

(e) pursuant to clause 2.1 of section 127(1) of the Act, the acquisition of securities by Lushington is prohibited for a period of five years from the date of this Order;


April 1, 2011 (2011) 34 OSCB 3794

(f) pursuant to clause 3 of section 127(1) of the Act, any exemptions contained in Ontario securities law do not apply to IGI permanently from the date of this Order;

(g) pursuant to clause 3 of section 127(1) of the Act, any exemptions contained in Ontario securities law do not apply to Lushington for a period of five years from the date of this Order;

(h) pursuant to clause 6 of subsection 127(1) of the Act, IGI and Lushington are reprimanded;

(i) pursuant to clauses 8, 8.2, and 8.4 of subsection 127(1) of the Act, Lushington is prohibited for a period of five years from the date of this Order from becoming or acting as a director or officer of any issuer, registrant, or investment fund manager;

(j) pursuant to clause 8.5 of subsection 127(1) of the Act, Lushington is prohibited for a period of five years from the date of this Order from becoming or acting as a registrant, as an investment fund manager or as a promoter; and

(k) pursuant to clause 9 of subsection 127(1) of the Act, IGI and Lushington shall each pay an administrative penalty of $15,000 for their failure to comply with Ontario securities laws. The $15,000 administrative penalties shall be for allocation to or for the benefit of third parties, in accordance with subsection 3.4(2) of the Act.

DATED AT TORONTO this 29th day of March, 2011.

“Mary G. Condon”

2.3 Rulings

2.3.1 Gestion Placements Desjardins Inc. / Des-jardins Investment Management Inc. – s. 74(1)

Headnote

Relief from the prospectus requirement of the Act to permit the distribution of pooled fund securities to managed accounts held by non-accredited investors on an exempt basis – NI 45-106 contains a carve-out for managed accounts in Ontario which prohibits portfolio manager from making exempt distributions of securities of its proprietary pooled funds to its managed account clients in Ontario unless managed account client qualifies as accredited investor or invests $150,000 – portfolio manager provides bona fide portfolio management services to high net worth clients – not all managed account clients are accredited investors – portfolio manager permitted to make exempt distributions of proprietary pooled funds to its managed accounts provided written notice is sent to clients advising them of the relief granted – portfolio manager is restricted from distributing proprietary pooled fund securities to parties other than its managed account clients.

Statutes Cited

Ontario Securities Act, ss. 53, 74(1).

Rules Cited

National Instrument 45-106 Prospectus and Registration Exemptions.

March 22, 2011


R.S.O. 1990, c. S.5, AS AMENDED (the “Act”)

AND

IN THE MATTER OF GESTION PLACEMENTS DESJARDINS INC. /

DESJARDINS INVESTMENT MANAGEMENT INC. (the “Filer”)

RULING(Subsection 74(1) of the Act)

Background

The Ontario Securities Commission (the “Commission”)has received an application from the Filer, on behalf of the existing funds listed in Appendix A and any future funds to which the Filer will act as manager and portfolio manager (each a “Fund”, and together the “Funds”) for a ruling, pursuant to subsection 74(1) of the Act (the "Requested Relief"), that distributions of securities of the Funds to managed accounts of Clients (as defined below) for which the Filer provides discretionary investment management services will not be subject to the prospectus requirement


April 1, 2011 (2011) 34 OSCB 3795

under section 53 of the Act (the “Prospectus Requirement”).

Interpretation

Defined terms contained in the Act and in National Instrument 14-101 Definitions have the same meaning in this ruling unless they are defined in this ruling.

Representations

This Ruling is based on the following facts represented by the Filer:

1. The Filer is a corporation established under the Quebec Companies Act with its head office in Montreal, Quebec.

2. The Filer is registered as a portfolio manager in Ontario, Quebec, New Brunswick, Alberta and British Columbia. It is also registered as an investment fund manager in Quebec. The Filer is not in default of securities legislation in any jurisdiction.

3. The Filer is the investment fund manager and portfolio manager of the 13 Funds listed in Appendix A. There are 11 Funds organized as an open-ended unincorporated mutual fund trusts and there are 2 funds organized as unit trusts. All Funds are established under the laws of Quebec. The Funds are not reporting issuers and are only sold pursuant to prospectus exemptions under the applicable securities laws of each Province.

4. The Filer primarily offers discretionary portfolio management services to individuals, corporations and other entities (each a “Client”) seeking wealth management or related services through a managed account (“Managed Account”). The Filer will include investments in the Funds and in individual stocks. However, investments in individual securities may not be appropriate for clients with smaller managed accounts, since they may not receive the same asset diversification benefits. In addition, as a result of the minimum commission charges, they may incur disproportionately higher brokerage commissions relative to the clients with larger managed accounts.

5. The managed services are provided by employees of the Filer who meet the proficiency requirements of an advising representative (or associate advising representative) under National Instrument 31-103 Registration Requirements and Exemptions (“NI 31-103”).

6. The Filer is able to rely on the exemption from the dealer registration requirement contained in section 8.6 of NI 31-103.

7. For smaller Clients the Filer only provides managed accounts through investments in its private funds. The Filer’s normal minimum aggregate balance for the Managed Accounts of a smaller Client is $500,000. From time to time, the Filer may accept certain Clients with less than $500,000 under management due to other criteria. For example, the minimum balance may be waived when a Client has an established relationship with the Filer (or an affiliate of the Filer) through investments, insurance, banking or other financial services.

8. The Filer acts as portfolio manager to Clients who are “accredited investors” within the meaning of National Instrument 45-106 Prospectus and Registration Exemptions (“NI 45-106”). A “Primary Managed Account” is defined as a Client that meets the minimum threshold and qualifies as an accredited investor under NI 45-106. However, the Filer also provides services to Clients who are not “accredited investors” (“Secondary Managed Accounts”).

9. Primary Managed Account Clients each qualify as accredited investors under NI 45-106, Secondary Managed Account Clients do not qualify individually as accredited investors, and the $150,000 minimum investment exemption in NI 45-106 will not be available in all cases. Reliance upon the $150,000 minimum investment exemption available under NI 45-106 may not be appropriate for Secondary Managed Account Clients as it may lead to a high concentration in a single Fund.

10. Each Client who wishes to receive the investment management services of the Filer executes a written agreement (the “Discretionary Portfolio Management Agreement”) whereby the Client appoints the Filer to act as portfolio manager in connection with an investment portfolio of the Client with full discretionary authority to trade in securities for the Managed Account without obtaining the specific consent of the Client to the trade. The Discretionary Portfolio Management Agreement further sets out how the Managed Account operates and informs the Client of the Filer's various rules, procedures and policies.

11. At the initial meeting between a new Client and an advising representative, the advising represen-tative establishes the Client’s general investment goals and objectives. These are then generally documented in a Personal Investment Policy (“PIP”) that describes the strategies that the Filer will employ to meet these objectives and includes specific information on matters such as asset allocation, risk tolerance and liquidity require-ments. To the extent that a Client's goals or circumstances have changed, a new PIP is created to reflect those changes.


April 1, 2011 (2011) 34 OSCB 3796

12. After the initial meeting, the advising representative offers to meet at least once per year with Clients (or more frequently as required) to review the performance of their account and their investment goals.

13. The custodian of each Client sends the Client a monthly statement showing all transactions carried out in their Managed Account during the month. On a monthly basis, the Filer sends Clients a statement of the portfolio securities and realized returns, and on a quarterly basis, a list of the transactions effected during the quarter. The advising representative is available to review and discuss with Clients all account statements.

14. The Filer has determined that to best fulfil its fiduciary duty to its Clients, a portion of the asset mix in each Client's portfolio should be invested in the Funds.

15. The operation and management of the Funds by the Filer is and will be incidental to the principal business activity of the Filer of providing personalized investment management services to Managed Account Clients.

16. While a Managed Account qualifies as an “accredited investor” in each province and territory outside Ontario, NI 45-106 contains a carve out for Managed Accounts in Ontario when the securities being purchased by the Managed Account are those of an investment fund. Accordingly, in the absence of relief from the Prospectus Requirement, the Funds will be available only to Clients that are accredited investors in their own right or who are able to invest a minimum of $150,000 in a Fund.

17. The Filer wishes to distribute securities of the Funds to Secondary Managed Accounts. The Secondary Managed Account Client would thereby be able to receive the benefit of the Filer’s investment management expertise.

18. None of the Funds charges or will charge a commission or a management fee directly to investors. Instead, under the Discretionary Portfolio Management Agreement between each Client and the Filer, the Client agrees to pay the Filer a management fee based upon a percentage of assets under management in the Managed Account. Terms of the fees are detailed in each Client's Discretionary Portfolio Management Agreement.

Ruling

The Commission being satisfied that the relevant test contained in subsection 74(1) of the Act has been met, the Commission rules that the Requested Relief is granted provided that:

(a) securities of the Funds distributed pursuant to the relief from the Prospectus Requirement contained in this ruling shall only be distributed to Managed Accounts;

(b) for each Client that becomes a Client of a Filer after the date of this ruling that will invest in securities of one or more Funds through a Managed Account pursuant to this ruling, such Filer shall deliver to such Client prior to effecting a trade in securities of a Fund in reliance on this ruling, written disclosure advising of:

(i) the nature of the relief granted under this ruling, and

(ii) the fact that the ruling permits the Client to invest in an investment fund product which the Client otherwise would not be allowed to invest in on an exempt basis through their Managed Account; and

(c) this ruling will terminate upon the coming into force of any legislation or rule of the Commission exempting a trade by a fully managed account in Ontario in securities of investment funds from the Prospectus Requirement.

“Margot C. Howard” Ontario Securities Commission

“Edward P. Kerwin” Ontario Securities Commission


April 1, 2011 (2011) 34 OSCB 3797

Appendix A

Funds Managed by the Filer for use only in discretionary managed accounts

Fixed Income Funds:

DIM Private Bond Fund DIM Private Government Bond Fund DIM Private Corporate Bond Fund

Canadian Equity Funds:

DIM Private Canadian Large Cap Equity Fund DIM Private Canadian Equity Growth Fund DIM Private Canadian Small Cap Equity Fund

International Equity Funds:

DIM Private U.S. Equity Fund (for taxable accounts) DIM Private U.S. Equity Fund (for non taxable accounts) DIM Private EAFE Equity Fund

Alternative Strategies Fund:

DIM Private Completion Strategy Fund

Balanced Funds:

DIM Private Balanced Fund DIM Private Monthly Distribution Income Fund DIM Private Monthly Distribution Growth Fund


April 1, 2011 (2011) 34 OSCB 3798


April 1, 2011 (2011) 34 OSCB 3799

Chapter 3

Reasons: Decisions, Orders and Rulings

3.1 OSC Decisions, Orders and Rulings




AND



SETTLEMENT AGREEMENT BETWEEN STAFF AND INNOVATIVE GIFTING INC. AND TERENCE LUSHINGTON

PART I – INTRODUCTION

1. By Notice of Hearing dated February 23, 2009, the Ontario Securities Commission (the "Commission") announced that it proposed to hold a hearing, commencing on March 6, 2009, to consider whether it is in the public interest for the Commissionto extend a temporary cease trade order (the "Temporary Order"), issued on February 20, 2009, pursuant to subsections 127(7) and (8) of the Ontario Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act"), until the conclusion of the hearing or until such further time as considered necessary by the Commission.

2. The Temporary Order was issued against, inter alia, Innovative Gifting Inc. (“IGI”). The Commission has ordered that the Temporary Order be extended against IGI on several occasions.

3. By Notice of Hearing dated March 2, 2010, the Commission announced that it proposed to hold a hearing, commencing on March 5, 2010, pursuant to sections 127 and 127.1 of the Act to consider whether it is in the public interest to make orders,as specified therein, against IGI, Terence Lushington (“Lushington”), Z2A Corp. (“Z2A”), and Christine Hewitt (“Hewitt”). TheNotice of Hearing was issued in connection with the Statement of Allegations, dated March 2, 2010, of Staff of the Ontario Securities Commission (“Staff”). On December 6, 2010, the Commission ordered that the hearing on the merits of this matter commence on May 2, 2011 and that Temporary Order as against IGI be extended until the conclusion of the hearing on the merits.

4. The Commission will issue a Notice of Hearing to announce that it will hold a hearing to consider whether, pursuant to section 127 of the Act, it is in the public interest for the Commission to approve this Settlement Agreement and to make certainorders in respect of IGI and Lushington.

PART II – JOINT SETTLEMENT RECOMMENDATION

5. Staff agree to recommend settlement of the proceeding initiated by the Notice of Hearing dated March 2, 2010 against IGI and Lushington (the "Proceeding") in accordance with the terms and conditions set out below. IGI and Lushington consent to the making of an order in the form attached as Schedule "A", based on the facts set out below.

PART III – AGREED FACTS

Background

6. Strategic Gifting Inc. was incorporated in Ontario on September 8, 2008.

7. Peter Robinson (“Robinson”) was listed as the sole Director at the time of incorporation of Strategic Gifting Inc. On September 10, 2008, the name of Strategic Gifting Inc. was changed, by Articles of Amendment, to IGI.


April 1, 2011 (2011) 34 OSCB 3800

8. On September 17, 2008, Lushington became the sole Director of IGI and the registered address of the corporation was changed to an address in Markham, Ontario. Lushington is not an officer or director of any other issuer, registrant or investment fund manager.

9. IGI and Lushington have never been registered with the Commission in any capacity.

Trading in Securities by IGI and Lushington

10. IGI was conceived as a “charity gifting program” whereby securities would be granted to participants in the program(the “Participants”) in exchange for the Participants making cash donations to certain specified charities (the “IGI Program”).The specified and eligible charities (the “Charities”) were charities that had contracted with IGI for IGI to provide its services.

11. The IGI Program operated between and including September, 2008 and January, 2009 (the “Material Time”).

12. Participation in the IGI Program was solicited by agents, financial planners, representatives and consultants/employees of IGI from within Ontario and from other Canadian provinces.

13. George Schwartz (“Schwartz”) designed and structured the IGI Program and advised IGI and Lushington that the IGI Program was not subject to Ontario securities laws as the gifting of shares was exempt from securities laws as contemplated in subsection 3.2 (1) of National Policy 12-202.

14. Subsection 3.2 (1) of National Policy 12-202 provides, in part, as follows:

Issuers may wish to consult their legal counsel to determine whether a particular transaction constitutes a trade and therefore requires an application for a partial revocation order. For example, in most jurisdictions, a disposition of securities by way of a bona fide gift, made in good faith and not as part of a plan or scheme to evade requirements of securities legislation, would generally not be considered a “trade” under provincial and territorial securities legislation. As such, where applicable, a partial revocation order would not typically be required in these circumstances. However, after the gift, the securities may remain subject to the CTO depending on the terms of the CTO.

15. IGI and Lushington relied on Schwartz’s opinion that subsection 3.2(1) of National Policy 12-202 would exempt the IGI Program from the applicability of Ontario securities laws. There was no valid basis for IGI and Lushington to rely on Schwartz’s opinion. Lushington acknowledges that he should not have relied on Schwartz’s opinion as he now understands Schwartz was not an expert in Ontario securities laws. Lushington also now knows that Schwartz had had legal problems in the past that resulted in Schwartz not wanting to be publicly connected to the IGI program.

16. As set out below, the IGI Program was not a disposition of securities by way of a bona fide gift, made in good faith and not as part of a plan or scheme to evade requirements of securities legislation.

17. The “IGI Program” was described on the company’s website (the “IGI Website”) as follows:

• A non-resident Swiss philanthropist initiates a gifting program by which he would match a Canadian donor’s gift of cash to one of seven or so recommended registered Canadian charities. The philanthropist’s matching property is a gift of minority, non-control shares trading on the Frankfurt Stock Exchange. The fair market value of these gifted shares would be approximately 6 to 8 times the cash donated by the donor;

• The gifted shares to the donor may be dealt with in any manner he chooses, but there is a compulsory hold-period of 5 years should he choose not to donate the shares to a recommended charity in 2008; and

• Should the donor gift the shares to the Charity, he will receive a tax credit on the aggregate amount of cash and fair market value (that is the quoted value) of the donated shares.

18. What was not stated on the IGI Website was that IGI charged a fund-raising fee to the Charities that was equal to 90% of the cash donations received by the Charities. In some cases, 50% of this fund-raising fee was paid to agents and representatives of IGI that were promoting participation in the IGI Program.

19. As set out below, even if the IGI Program had operated as set out on the IGI Website and in IGI promotional materials, the IGI Program would still have constituted trading in securities. IGI and Lushington did not realize this during the MaterialTime, but now understand that the IGI Program involved the trading of securities and their actions were acts in furtherance of such trades.


April 1, 2011 (2011) 34 OSCB 3801

20. In order for a Participant to receive the promised shares, the Participant had to first provide a cash donation to one of the Charities specified by IGI. However, from the cash donation made to the charity in question, IGI would receive 90% of the cash donation in the form of a fund-raising fee. The 90% would then be divided up approximately as follows:

– 50% commission to agents of the IGI Program who secured the participation of the Participants;

– 10% for office management of IGI;

– 5% for IGI office salaries;

– 10% to Z2A; and

– 25% profit to IGI.

21. Accordingly, IGI and Lushington now admit that the IGI Program, as set out on the IGI Website, constituted a trade. “Trade” or “trading” is defined in section 1(1) of the Act as follows:

“trade” or “trading” includes,

(a) any sale or disposition of a security for valuable consideration, whether the terms of payment be on margin, instalment or otherwise, but does not include a purchase of a security or, except as provided in clause (d), a transfer, pledge or encumbrance of securities for the purpose of giving collateral for a debt made in good faith,

(b) any participation as a trader in any transaction in a security through the facilities of any stock exchange or quotation and trade reporting system,

(c) any receipt by a registrant of an order to buy or sell a security,

(d) any transfer, pledge or encumbrancing of securities of an issuer from the holdings of any person or company or combination of persons or companies described in clause (c) of the definition of “distribution” for the purpose of giving collateral for a debt made in good faith, and

(e) any act, advertisement, solicitation, conduct or negotiation directly or indirectly in furtherance of any of the foregoing;

(emphasis added)

22. Had the IGI Program operated as described on the IGI Website and in IGI promotional materials then the IGI Program involved an “act, advertisement, solicitation, conduct or negotiation directly or in directly in furtherance of” the “disposition of a security for valuable consideration”. As such, IGI was trading in securities without registration. Lushington, as the sole Director of IGI, was acting in furtherance of this trading in securities.

23. IGI and Lushington admit, however, that the IGI Program did not operate as set out on the IGI Website and in IGI promotional materials. The information on the IGI Website with respect to the philanthropist was incorrect in the following respects, which were not known to Lushington at the time the website was created and posted on the internet, but which he now admits were incorrect:

• There was no non-resident Swiss philanthropist;

• The shares originated from 8 million share options that were issued by RCT Global Networks Inc. (“RCT”) to Mobiliare Argenti Ltd. (“Mobiliare”) in November 2008; and,

• The shares of RCT were not in fact “gifted” but sold to IGI, via Z2A, which purchased the shares from Mobiliare.

24. Lushington was introduced to Hewitt by Carlos Da Silva. Hewitt was introduced to Lushington as a person who could facilitate the provision of shares from another philanthropist to the Participants. Hewitt advised Lushington that she knew of a potential philanthropist, Bob Tummonds the President of RCT (“Tummonds”), who she could possibly persuade to provide shares of RCT to the Participants.


April 1, 2011 (2011) 34 OSCB 3802

25. Hewitt procured a letter, dated October 10, 2008, to IGI and Lushington that was purportedly signed by Tummonds wherein Tummonds purportedly advised that “I am the major shareholder, who wishes to make shares available for gifting to your charities forthwith.” (the “Tummonds Letter”).

26. IGI and Lushington are now aware that Tummonds and/or RCT were never philanthropists for the IGI Program and that Tummonds has stated that he never wrote the Tummonds Letter.

27. The IGI Program also stipulated that the shares gifted to the Participant were subject to a compulsory five year hold period if the shares were not subsequently gifted to one of the Charities in 2008. IGI and Lushington acknowledge that there was no such compulsory hold period applicable to the shares.

28. Mobiliare acquired, for valuable consideration, options to purchase eight million shares of RCT.

29. Mobiliare exercised these options at the direction of Z2A and Hewitt and caused share certificates to be issued, at the direction of Z2A and Hewitt, in the names of the Participants.

30. Mobiliare was compensated by Z2A for exercising the options and having the shares issued in the names of the Participants.

31. Z2A was compensated by IGI for arranging for the issuance of the RCT shares in the names of the Participants.

32. Neither Z2A or Hewitt advised Lushington that Z2A or Hewitt had previously performed work for RCT. On or about August of 2008, Z2A or Hewitt had performed work for RCT in relation to a possible public listing of RCT shares.

33. The Participants were not informed by IGI or its’ representatives that IGI charged a fund-raising fee to the Charities equal to 90% of the cash donation made by the Participant.

34. Accordingly, the shares of RCT were being traded to IGI and to the Participants that believed they were receiving these shares as a “gift” from a philanthropist, which was not the case.

35. IGI and Lushington were, as a result, acting in furtherance of the trades of the RCT shares.

36. During the Material Time, Lushington estimates that approximately $2.1 million was collected from Participants in the IGI Program. This resulted in more than 10 million RCT shares being issued to approximately 537 known Participants.

37. IGI opened a bank account (the “IGI Bank Account’) at the Royal Bank of Canada in October 2008. Lushington was the sole signatory on the IGI Bank Account.

38. The table below summarizes the activity in the IGI Bank Account from October 2008 until July 2010 (the “IGI Bank Summary”):


April 1, 2011 (2011) 34 OSCB 3803

Description Total ($)

Account Inflows:

Received from Participating Charities 1,323,054.99

Investments by IGI Business Partners 40,000.00

Other 7,571.24

Total Inflows: 1,370,626.23

Account Outflows:

Commissions to Sales Agents 892,073.98

Office Management (rent, etc.) 13,034.99

Payments to IGI Consultants/Employees 106,150.00

Terence Lushington 71,550.00

Repayments to IGI Business Partners 30,000.00

Payments to Z2A 229,453.10

Cash Withdrawals 11,400.00

Other 6,000.00

Total Outflows: 1,359,662.07

39. Based on Lushington’s estimate that approximately $2.1 million was collected from Participants in the IGI Program, one would expect 90% of this amount (i.e., $1,890,000) to be the fund-raising fee shown in the IGI Bank Summary as an Account Inflow “Received from Participating Charities”. The amounts do not correspond because payments of approximately $600,000 were withheld by six of the Charities.1 For the same reason, the percentages detailed in paragraph 20 regarding the breakdown of how the 90% fund-raising fee is allocated between commissions, office expenses, etc. will not be reflected in the Account Outflows shown in the IGI Bank Summary.

40. During the Material Time, residents of Ontario and elsewhere in Canada received solicited and unsolicited phone calls from salespersons, financial planners, agents and representatives of IGI and were solicited to participate in the IGI Program. Numerous Ontario residents ended up becoming Participants in the IGI Program during the Material Time.

41. IGI and Lushington participated in acts, solicitations, conduct, or negotiations directly or indirectly in furtherance of the sale or disposition of securities for valuable consideration, in circumstances where there were no exemptions available to IGI and Lushington under the Act.

PART IV – CONDUCT CONTRARY TO THE PUBLIC INTEREST

42. By engaging in the conduct described above, IGI and Lushington admit and acknowledge that both IGI and Lushington contravened Ontario securities law during the Material Time in the following ways:

1 The Charities have taken the position, in an on-going civil action, that these monies were withheld because the RCT shares received by

these Charities were essentially worthless and there was no market in which the Charities could sell these shares.


April 1, 2011 (2011) 34 OSCB 3804

(a.) During the Material Time, IGI and Lushington traded in securities without being registered to trade in securities, contrary to section 25(1)(a) of the Act and contrary to the public interest; and

(b.) During the Material Time, Lushington, being a director and officer of IGI, did authorize, permit or acquiesce in the commission of the violations of section 25 of the Act, as set out above, by IGI or by the employees, agents or representatives of IGI, contrary to section 129.2 of the Act and contrary to the public interest.

43. Lushington admits and acknowledges that he acted contrary to the public interest by contravening Ontario securities law as set out in sub-paragraphs 42. (a) and (b).

44. IGI admits and acknowledges that it acted contrary to the public interest by contravening Ontario securities law as set out in sub-paragraphs 42. (a).

PART V – TERMS OF SETTLEMENT

45. IGI and Lushington agree to the terms of settlement listed below.

46. The Commission will make an order, pursuant to section 127(1) of the Act, that:

(a.) the Settlement Agreement is approved;

(b.) trading in any securities by IGI cease permanently from the date of the approval of the Settlement Agreement;

(c.) trading in any securities by Lushington cease for a period of five years from the date of the approval of the Settlement Agreement;

(d.) the acquisition of any securities by IGI is prohibited permanently from the date of the approval of the Settlement Agreement,

(e.) the acquisition of any securities by Lushington is prohibited for a period of five years from the date of the approval of the Settlement Agreement;

(f.) any exemptions contained in Ontario securities law do not apply to IGI permanently from the date of the approval of the Settlement Agreement;

(g.) any exemptions contained in Ontario securities law do not apply to Lushington for a period of 5 years from the date of the approval of the Settlement Agreement;

(h.) Lushington and IGI are reprimanded;

(i.) Lushington is prohibited for a period of five years from the date of this Order from becoming or acting as a director or officer of any issuer, registrant, or investment fund manager;

(j.) Lushington is prohibited for a period of five years from the date of this Order from becoming or acting as a registrant, as an investment fund manager or as a promoter; and,

(k.) IGI and Lushington shall each pay administrative penalties of $15,000 for their failure to comply with Ontario securities law. These $15,000 administrative penalties shall be for allocation to or for the benefit of third parties in accordance with s. 3.4(2) of the Act.

47. IGI and Lushington undertake to consent to a regulatory Order made by any provincial or territorial securities regulatory authority in Canada containing any or all of the prohibitions set out in sub-paragraphs 46. (a.) to (k.) above.

PART VI – STAFF COMMITMENT

48. If this Settlement Agreement is approved by the Commission, Staff will not initiate any other proceeding under the Act against IGI and Lushington in relation to the facts set out in Part III herein, subject to the provisions of paragraph 49 below.

49. If this Settlement Agreement is approved by the Commission, and at any subsequent time IGI and Lushington fail to honour the terms of the Settlement Agreement, Staff reserve the right to bring proceedings under Ontario securities law againstIGI and Lushington based on, but not limited to, the facts set out in Part III herein as well as the breach of the Settlement Agreement.


April 1, 2011 (2011) 34 OSCB 3805

PART VII – PROCEDURE FOR APPROVAL OF SETTLEMENT

50. Approval of this Settlement Agreement will be sought at a hearing of the Commission scheduled on a date to be determined by the Secretary to the Commission, or such other date as may be agreed to by Staff and IGI and Lushington for the scheduling of the hearing to consider the Settlement Agreement.

51. Staff, IGI and Lushington agree that this Settlement Agreement will constitute the entirety of the agreed facts to be submitted at the settlement hearing regarding IGI and Lushington's conduct, unless the parties agree that further facts should be submitted at the settlement hearing.

52. If this Settlement Agreement is approved by the Commission, IGI and Lushington agree to waive all rights to a full hearing, judicial review or appeal of this matter under the Act.

53. If this Settlement Agreement is approved by the Commission, neither party will make any public statement that is inconsistent with this Settlement Agreement or inconsistent with any additional agreed facts submitted at the settlement hearing.

54. Whether or not this Settlement Agreement is approved by the Commission, IGI and Lushington agree that they will not, in any proceeding, refer to or rely upon this Settlement Agreement or the settlement negotiations as the basis of any attack onthe Commission's jurisdiction, alleged bias or appearance of bias, alleged unfairness or any other remedies or challenges that may otherwise be available.

PART VIII – DISCLOSURE OF SETTLEMENT AGREEMENT

55. If, for any reason whatsoever, this Settlement Agreement is not approved by the Commission or the order attached as Schedule "A" is not made by the Commission:

(a) this Settlement Agreement and its terms, including all settlement negotiations between Staff, IGI and Lushington and leading up to its presentation at the settlement hearing, shall be without prejudice to Staff, IGI and Lushington; and

(b) Staff, IGI and Lushington shall be entitled to all available proceedings, remedies and challenges, including proceeding to a hearing on the merits of the allegations in the Notice of Hearing and Statement of Allegations of Staff, unaffected by the Settlement Agreement or the settlement discussions/negotiations.

56. The terms of this Settlement Agreement will be treated as confidential by all parties hereto until approved by the Commission. Any obligations of confidentiality shall terminate upon approval of this Settlement Agreement by the Commission. The terms of the Settlement Agreement will be treated as confidential forever if the Settlement Agreement is not approved for any reason whatsoever by the Commission, except with the written consent of IGI, Lushington, and Staff or as may be required by law.

PART IX. – EXECUTION OF SETTLEMENT AGREEMENT

57. This Settlement Agreement may be signed in one or more counterparts which together will constitute a binding agreement

58. A facsimile copy of any signature will be as effective as an original signature.


April 1, 2011 (2011) 34 OSCB 3806

Dated this “24” day of “March”, 2011.

Signed in the presence of: “Peter Tuovi” “Terence Lushington” Witness Terence Lushington


Signed in the presence of: “Peter Tuovi” Terence Lushington” Witness Innovative Gifting Inc. Per: Terence Lushington Authorized to bind the corporation

STAFF OF THE ONTARIO SECURITIES COMMISSION

“Tom Atkinson” Tom Atkinson Director, Enforcement Branch



April 1, 2011 (2011) 34 OSCB 3807

SCHEDULE “A”



AND



ORDER(Sections 37 and 127(1))

WHEREAS on March 2, 2010, the Ontario Securities Commission (the “Commission”) issued a Notice of Hearing pursuant to sections 127 and 127.1 of the Securities Act, R.S.O. 1990, c. S.5, as amended (the “Act”) in respect of Innovative Gifting Inc. (“IGI”), Terence Lushington (“Lushington”), Z2A Corp. (“Z2A”), and Christine Hewitt (“Hewitt”);

AND WHEREAS IGI and Lushington entered into a Settlement Agreement with Staff of the Commission dated March 24, 2011 (the "Settlement Agreement") in which IGI and Lushington agreed to a proposed settlement of the proceeding commenced by the Notice of Hearing, subject to the approval of the Commission;

AND UPON reviewing the Settlement Agreement, the Notice of Hearing, and the Statement of Allegations of Staff of the Commission, and upon hearing submissions from counsel for IGI and Lushington and from Staff of the Commission;


IT IS HEREBY ORDERED THAT:

(a) the Settlement Agreement is approved;

(b) pursuant to clause 2 of subsection 127(1) of the Act, trading in any securities by IGI cease permanently from the date of this Order;

(c) pursuant to clause 2 of subsection 127(1) of the Act, trading in any securities by Lushington cease for a period of five years from the date of this Order;

(d) pursuant to clause 2.1 of section 127(1) of the Act, IGI is prohibited permanently from the acquisition of any securities from the date of this Order;

(e) pursuant to clause 2.1 of section 127(1) of the Act, the acquisition of securities by Lushington is prohibited for a period of five years from the date of this Order;

(f) pursuant to clause 3 of section 127(1) of the Act, any exemptions contained in Ontario securities law do not apply to IGI permanently from the date of this Order;

(g) pursuant to clause 3 of section 127(1) of the Act, any exemptions contained in Ontario securities law do not apply to Lushington for a period of five years from the date of this Order;

(h) pursuant to clause 6 of subsection 127(1) of the Act, IGI and Lushington are reprimanded;

(i) pursuant to clauses 8, 8.2, and 8.4 of subsection 127(1) of the Act, Lushington is prohibited for a period of five years from the date of this Order from becoming or acting as a director or officer of any issuer, registrant, or investment fund manager;

(j) pursuant to clause 8.5 of subsection 127(1) of the Act, Lushington is prohibited for a period of five years from the date of this Order from becoming or acting as a registrant, as an investment fund manager or as a promoter; and

(k) pursuant to clause 9 of subsection 127(1) of the Act, IGI and Lushington shall each pay an administrative penalty of $15,000 for their failure to comply with Ontario securities laws. The $15,000 administrative


April 1, 2011 (2011) 34 OSCB 3808

penalties shall be for allocation to or for the benefit of third parties, in accordance with subsection 3.4(2) of the Act.

DATED AT TORONTO this day of , 2011.

April 1, 2011 (2011) 34 OSCB 3809

Chapter 4

Cease Trading Orders

4.1.1 Temporary, Permanent & Rescinding Issuer Cease Trading Orders

Company Name Date of Temporary

Order

Date of Hearing

Date of Permanent

Order

Date of Lapse/Revoke

Tajac Capital Inc. 15 Mar 11 28 Mar 11 28 Mar 11

4.2.1 Temporary, Permanent & Rescinding Management Cease Trading Orders

Company Name Date of Order or

Temporary Order

Date of Hearing

Date of Permanent

Order

Date of Lapse/ Expire

Date of Issuer

Temporary Order

THERE ARE NO ITEMS FOR THIS WEEK.

4.2.2 Outstanding Management & Insider Cease Trading Orders

Company Name Date of Order or

Temporary Order

Date of Hearing

Date of Permanent

Order

Date of Lapse/ Expire

Date of Issuer Temporary

Order

THERE ARE NO ITEMS FOR THIS WEEK.

Cease Trading Orders

April 1, 2011 (2011) 34 OSCB 3810


April 1, 2011 (2011) 34 OSCB 3811

Chapter 6

Request for Comments

6.1.1 Proposed NI 41-103 Supplementary Prospectus Disclosure Requirements for Securitized Products, Proposed NI 51-106 Continuous Disclosure Requirements for Securitized Products, Proposed Amendments to NI 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, Proposed Amendments to NI 45-106 Prospectus and Registration Exemptions and NI 45-102 Resale of Securities, and Proposed Consequential Amendments

NOTICE AND REQUEST FOR COMMENTS

PROPOSED NATIONAL INSTRUMENT 41-103 SUPPLEMENTARY PROSPECTUS DISCLOSURE REQUIREMENTS FOR SECURITIZED PRODUCTS

PROPOSED NATIONAL INSTRUMENT 51-106 CONTINUOUS DISCLOSURE REQUIREMENTS FOR SECURITIZED PRODUCTS

AND PROPOSED AMENDMENTS TO NATIONAL INSTRUMENT 52-109

CERTIFICATION OF DISCLOSURE IN ISSUERS’ ANNUAL AND INTERIM FILINGS

PROPOSED AMENDMENTS TO NATIONAL INSTRUMENT 45-106 PROSPECTUS AND REGISTRATION EXEMPTIONS AND

NATIONAL INSTRUMENT 45-102 RESALE OF SECURITIES

PROPOSED CONSEQUENTIAL AMENDMENTS

April 1, 2011

1. Introduction

The Canadian Securities Administrators (the CSA or we) are publishing for comment proposed rules and rule amendments relating to securitized products (the Proposed Securitized Products Rules). The Proposed Securitized Product Rules set out a new framework for the regulation of securitized products in Canada. There are two main features of the Proposed Securitized Products Rules:

1. Enhanced disclosure requirements for securitized products issued by reporting issuers; and

2. New rules that narrow the class of investors who can buy securitized products on a prospectus-exempt basis (in the “exempt market”), and require that issuers of securitized products provide disclosure at the time of distribution, as well as on an on-going basis.

The Proposed Securitized Products Rules consist of the following materials, which we are publishing for a 90-day comment period:

• Proposed National Instrument 41-103 Supplementary Prospectus Disclosure Requirements for Securitized Products (NI 41-103) and Form 41-103F1 Supplementary Information Required in a Securitized Products Prospectus (Form 41-103F1) (collectively, the Proposed Prospectus Disclosure Rule);

• Proposed National Instrument 51-106 Continuous Disclosure Requirements for Securitized Products (NI 51-106), Form 51-106F1 Payment and Performance Report for Securitized Products (Form 51-106F1) and Form 51-106F2 Report of Significant Events Relating to Securitized Products (Form 51-106F2) (collectively, the Proposed CD Rule);

• Proposed amendments to National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), including

o proposed Form 52-109FS1 Certification of Annual Filings – Securitized Product Issuer;

o proposed Form 52-109FS1R Certification of Refiled Annual Filings – Securitized Product Issuer;


April 1, 2011 (2011) 34 OSCB 3812

o proposed Form 52-109FS1 AIF Certification of Annual Filings in Connection with Voluntarily Filed AIF – Securitized Product Issuer;

o proposed Form 52-109FS2 Certification of Interim Filings – Securitized Product Issuer;

o proposed Form 52-109FS2R Certification of Refiled Interim Filings – Securitized Product Issuer;

(collectively, the Proposed Certification Amendments);

• Proposed amendments to

o National Instrument 45-106 Prospectus and Registration Exemptions (NI 45-106), including

proposed Form 45-106F7 Information Memorandum for Short-Term Securitized Products; and

proposed Form 45-106F8 Periodic Disclosure Report for Short-Term Securitized Products Distributed under an Exemption from the Prospectus Requirement; and

o National Instrument 45-102 Resale of Securities;

(collectively, the Proposed Exempt Distribution Rules); and

• Proposed consequential amendments to

o National Instrument 41-101 General Prospectus Requirements (NI 41-101);

o National Instrument 44-101 Short Form Prospectus Distributions (NI 44-101);

o National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) (collectively, the Proposed Consequential Amendments).

We are not, at this time, publishing any companion policy guidance. We will consider the comments we receive and will draft proposed guidance at that time.

The text of the Proposed Securitized Products Rules is contained in the following Schedules A to D. Certain jurisdictions may include additional information in Annex I.

Schedule A: Proposed Prospectus Disclosure Rule

Schedule B: Proposed CD Rule and Proposed Certification Amendments

Schedule C: Proposed Exempt Distribution Rules

Schedule D: Proposed Consequential Amendments

Annex I Local Information

The above documents will also be available on websites of CSA jurisdictions, including:

www.lautorite.qc.ca www.albertasecurities.com www.bcsc.bc.ca www.gov.ns.ca/nssc www.nbsc-cvmnb.ca www.osc.gov.on.ca www.sfsc.gov.sk.ca www.msc.gov.mb.ca

For more information on the comment process, see below under “How To Provide Your Comments”.


April 1, 2011 (2011) 34 OSCB 3813

2. Background – The benefits and risks of securitization

(a) What is securitization and why is it important?

Securitization refers to the process by which a special purpose vehicle (SPV) is used to create securities (which we refer to as securitized products) that entitle holders to payments that are supported by the cash flows from a pool of financial assets held by the SPV. In Canada, common types of financial assets include credit card receivables, automobile leases and residential mortgages. Less frequently, the assets may themselves be securitized products, such as residential mortgage-backed securities (in this case, the process is often referred to as a resecuritization) or may be “synthetic assets” created through theuse of derivatives.

Securitization can have a positive impact on the supply of credit, and thus provide important economic benefits. As noted in arecent article,

Securitization represents an important source of credit to the economy. By converting non-tradable financial assets into tradable instruments, securitization has the potential to expand the supply of credit beyond what would be available solely through banks and other financial intermediaries.1

However, as the recent global financial crisis demonstrated, if not properly regulated, the securitization markets can be a source of systemic risk. The collapse of sub-prime securitizations in the United States had major spillover effects into other marketsand into the wider U.S and global economy, and was a major contributing factor to the financial crisis.

Securitized products share certain basic features that distinguish them from standard debt securities, including:

• Originate-to-distribute model – Under this model, a loan originator (such as a bank) packages the loans into pools and sells them into special purpose off-balance sheet vehicles, thus no longer bearing the contractual risk of default. This model, which is fundamental to securitized products, is particularly prone to conflicts of interest, because the various parties in the securitization chain have different incentives. For example, originators are incentivized to maximize loan creation rather than to carefully screen borrowers, and arrangers are incentivized to maximize short-term underwriting and structuring revenue rather than mitigate product risk.

• Alteration of credit risk through structured finance techniques – Another feature of securitized products is use of structured finance techniques (such as pooling and tranching) to alter the credit risk associated with underlying assets. The risks associated with some of these techniques can be difficult to assess, even by highly sophisticated investors. For example, not all investors may have appreciated how sensitive the expected performance of securitized products could be to changes in the assumptions used to model credit risk, specifically (i) default probability and recovery value; (ii) correlation of defaults between tranches; and (iii) declines in aggregate economic conditions.

(b) International proposals on the regulation of securitization

International bodies and other jurisdictions have put forward a number of proposals on how to improve regulation of securitization. These include:

• the International Organization of Securities Commissions’ (IOSCO) “Disclosure Principles for Public Offerings and Listings of Asset-Backed Securities” (the IOSCO ABS Disclosure Principles);

• the IOSCO’s Technical Committee’s Task Force’s “Unregulated Financial Markets and Products – Final Report”; and

• the United States Securities and Exchange Commission’s (SEC) April 2010 notice of proposed rule-making relating to ABS and other structured finance products (the SEC April 2010 Proposals).

Furthermore, in July 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act was enacted in the U.S. (the Dodd-Frank Act), which included a number of provisions dealing with securitization. The SEC also has made rules implementing certain provisions of the Dodd-Frank Act relating to enhanced disclosure regarding representations and warranties, and issuer review of assets underlying securitized product assets, as well as published proposed rules regarding riskretention (together with the SEC April 2010 Proposals and the Dodd-Frank Act collectively, the U.S. Securitization Initiatives).

1 Scott Hendry, Stéphane Lavoie, and Carolyn Wilkins. 2010. “Securitized Products, Disclosure, and the Reduction of Systemic Risk.” Bank

of Canada Financial System Review (June): 47-55.


April 1, 2011 (2011) 34 OSCB 3814

(c) CSA Initiatives Relating to the Financial Crisis

The Canadian economy has not been immune to the effects of the global financial crisis. Canada experienced significant turmoil in the market for asset-backed commercial paper (ABCP), specifically the freezing of $32 billion of non-bank or third-party sponsored ABCP in August 2007. In the October 2008 CSA Consultation Paper 11-405 Securities Regulatory Proposals Stemming from the 2007-08 Credit Market Turmoil and its Effect on the ABCP Market in Canada (the October 2008 ABCP Concept Proposal), the CSA explored, among other things, securities regulatory proposals in connection with the sale of ABCP. Since that time, the CSA’s focus has broadened to encompass all securitized products and their distribution both publicly under a prospectus and in the exempt market under exemptions from the prospectus requirements.

In the last year, as part of the CSA’s work relating to the financial crisis, the CSA has also published for comment:

• proposed National Instrument 25-101 Designated Rating Organizations with respect to oversight of credit rating organizations (NI 25-101); and

• Consultation Paper 91-401 Over-the-Counter Derivatives Regulation in Canada setting out high-level proposals for regulating derivatives trading in Canada.

3. Substance and purpose of the Proposed Securitized Products Rules

The Proposed Securitized Products Rules set out a new framework for the regulation of securitized products in Canada. There are two main features of the Proposed Securitized Products Rules:

1. Enhanced disclosure requirements for securitized products issued by reporting issuers; and

2. New rules that narrow the class of investors who can buy securitized products on a prospectus-exempt basis in the exempt market, and require that issuers of securitized products provide disclosure at the time of distribution, as well as on an on-going basis.

The Proposed Exempt Distribution Rules in particular are a significant departure from the current exempt market regulatory regime.

We have been guided by three general principles in developing the proposed rules:

1. The rules should seek to achieve the following objectives, in a manner that fosters market efficiency:

• Investors who buy securitized products should have the information to understand the features and risks of the products and whether such securities are appropriate for their investment objectives; and

• Investors should have access to information when they need it to value the products at the time of investment and on an ongoing basis.

2. The rules should facilitate transparency in the securitization market so that it can continue to function even in times of financial stress. This will reduce the risk that problems in the securitization market will spill over to other markets and the wider economy, thus contributing to systemic risk. Systemic risk is an area where regulation is particularly important, as private arrangements among market participants may not adequately address the issue.

3. The rules should take into account the particular features of the Canadian securitization markets. In particular, rules should be proportionate to the risks associated with particular types of securitized products available in Canada, and should not unduly restrict investor access to securitized products. Canada experienced significant turmoil in the ABCP market in August 2007. However, for a number of reasons, the Canadian securitization market did not experience a sub-prime mortgage securitization bubble.

In general, we currently are not proposing to introduce, but instead to seek comment on, certain requirements that are featuresof the U.S. Securitization Initiatives. We have done so where we think that further feedback and analysis is required to determine (a) whether the proposed requirement will achieve its intended aims and if so, how to appropriately design the requirement; or (b) whether it is appropriate for the Canadian context. In particular, we are seeking comment on the followingtypes of requirements:

• requirements that securitizations be structured in a particular manner, such as requiring that sponsors or other transaction parties retain a minimum tranche or tranches of the securitization (a “skin-in-the-game requirement”);


April 1, 2011 (2011) 34 OSCB 3815

• requirements for due diligence, such as requiring the issuer to review the pool assets;

• requiring or restricting the involvement of particular parties in a securitization, such as imposing independence requirements or restrictions on conflicts of interest; and

• requirements for new disclosure that we think would be a major departure from what is already being provided pursuant to transaction agreements, such as asset- or loan-level disclosure, provision of a computer waterfall payment program, and requiring sponsors or originators to file reports on fulfilled and unfulfilled repurchase requests across all securitizations.

At this time, we are not proposing to eliminate credit ratings as an eligibility criterion to access the short form or shelf prospectussystems.

Please refer to the section Questions on the Proposed Securitized Products Rules for specific questions on the above issues.

Finally, the regulation of credit rating organizations, and their role in securities markets generally, will be addressed by other initiatives such as proposed NI 25-101, which addresses oversight of credit rating organizations. We also are reviewing the prospectus exemptions more broadly, particularly the accredited investor exemption and the minimum investment amount exemption.

4. Summary of the Proposed Securitized Products Rules

(a) Application – new definition of securitized products

We are proposing a new definition for a “securitized product,” which is found in proposed NI 41-103 and which triggers the application of the Proposed Securitized Products Rules (subject to the exemptions described below). This definition is intendedto be broad. It includes securities where the payments are derived from cash-generating financial assets, such as loans, leasesand receivables. It includes securities backed by assets that are themselves securities, such as bonds and other securitized products such as residential mortgage-backed securities. It also includes securities where payments are derived from “syntheticassets” such as credit default swaps or other derivatives.

The definition of asset-backed security remains the same as the current definition in NI 51-102.

However, the Proposed Securitized Products Rules will not apply to the following securities:

• covered bonds; and

• securities, other than debt securities, issued by a mortgage investment entity.

Covered bonds are debt securities issued by a financial institution. Payments on the debt are guaranteed by another entity, such as an SPV, that holds a pool of high-quality, cash-generating financial assets originated by the financial institution, forexample, prime residential mortgages. Because covered bonds, at least as currently structured, are primarily obligations of thefinancial institution with the cover or collateral pool serving as a credit enhancement, they do not seem to raise the same policy concerns as standard securitized products.

We are also proposing to exclude non-debt securities issued by a “mortgage investment entity” (MIE) from these additional requirements for a variety of reasons. The CSA is currently considering the regulatory analysis of MIEs as part of a separate initiative.

Please refer to the section Questions on the Proposed Securitized Products Rules for specific questions on these issues.

(b) Summary of the Proposed Prospectus Disclosure Rule

The Proposed Prospectus Disclosure Rule requires that a prospectus used to qualify a distribution of securitized products contain specific disclosure relating to securitized products. The disclosure requirements are intended to be consistent with the IOSCO ABS Disclosure Principles, as well as the current disclosure required for registration of asset-backed securities by the SEC’s Regulation AB (Reg AB). Where we have considered it appropriate, we have also included elements from the U.S. Securitization Initiatives. Our intent is to improve the consistency and comparability of prospectus disclosure.

We are not currently proposing to change the eligibility criteria for short form and shelf prospectuses. We note, however, thateligibility is restricted to asset-backed securities, and securitized products that are not asset-backed securities would continue to be ineligible for the short form or shelf prospectus systems.


April 1, 2011 (2011) 34 OSCB 3816

The required disclosure for all prospectuses used to distribute securitized products is set out in Form 41-103F1. As most prospectus offerings of securitized products are of asset-backed securities, we have drafted the disclosure based on these typesof offerings. However, we expect issuers of all types of securitized products to consider each of the disclosure items in the Form and conduct a meaningful analysis of whether a particular item is relevant to the securitized product or securitized products transaction.

The following is a summary of the disclosure required by Form 41-103F1.

Item 1 – Parties with significant functions and responsibilities

The prospectus must identify and describe the functions and responsibilities performed by each of the following parties involvedin the securitized product transaction:

• sponsor;

• arranger;

• depositor;

• originator;

• issuer;

• servicer;

• trustee; and

• any other party with a material role in the securitized product transaction, such as a custodian, intermediate transferor or liquidity provider in the secondary market.

If certain enumerated relationships exist amongst the above parties, the prospectus must provide disclosure about those relationships.

The prospectus must also disclose whether any of the above parties is or has been engaged in the 12 months before the date of the prospectus in a transaction that would involve in or result in any material conflict of interest with respect to an investor in the securitized products being distributed.

Item 2 – Significant obligors of pool assets

The prospectus must identify significant obligors, and provide selected financial information or financial statements in respect of the significant obligor, depending on the significance of the obligor to the pool assets. If a significant obligor is itself an issuer of securitized products, and the applicable pool assets are securitized products, the prospectus must provide disclosure regardingthe pool assets required by Items 1 to 10 of Form 41-103F1.

Item 3 – Pool assets

The prospectus must provide information regarding the pool assets, including:

• selection criteria;

• material pool characteristics;

• delinquent and non-performing assets;

• sources of pool cash flow;

• representations and warranties regarding the pool assets, and information relating to repurchase or replacement obligations in connection with such representations and warranties;

• claims on pool assets;

• information on prefunding or revolving periods; and

• transaction agreement terms governing the modification of pool asset terms.


April 1, 2011 (2011) 34 OSCB 3817

Item 4 – Static pool information

The prospectus must provide static pool information if it would be material. If no static pool information is provided, the prospectus must explain why such disclosure is omitted.

Item 5 – Description of the securitized products

The prospectus must describe each securitized product being distributed.

Item 6 – Retention of securitized products

The prospectus must disclose whether a party described in Item 1 is retaining a portion of a tranche or tranches, the amount retained, and whether it has been hedged.

At this time, we are not proposing to require that any party to a securitization transaction retain an economic interest in thesecuritization, but only that any such retention is disclosed.

Item 7 – Structure of the transaction

The prospectus must provide information about the following:

• the flow of funds for the securitized product transaction;

• the distribution frequency and cash maintenance in respect of the securitized product;

• fees and expenses;

• excess cash flow;

• issuances of additional series or classes of securitized products by master trusts;

• any optional or mandatory redemption or termination feature; and

• prepayment, maturity and yield considerations.

Items 8 and 9 – Credit enhancement and other support, and certain derivative instruments

The prospectus must describe material external and internal credit enhancements or support, as well as each derivative instrument used to alter the payment characteristics of the payments on the securitized product. It must identify the providers of significant credit support and derivative counterparties. Depending on the significance of the support or derivative instrument, selected financial information or financial statements must be provided for the credit supporter or derivative counterparty.

Item 10 – Credit ratings

The prospectus must provide certain information related to the credit rating of the securitized product being distributed.

Item 11 – Reports

The prospectus must describe reports or documents that will be provided to the holders of the securitized products being distributed and how they are made available, and any other report or document to be filed with a securities regulatory authority.

Item 12 – Legal proceedings and regulatory actions

The prospectus must provide disclosure of legal proceedings and regulatory actions in respect of parties described in Item 1.

(c) Summary of the Proposed CD Rule and the Proposed Certification Amendments

The Proposed CD Rule requires that reporting issuers with issued and outstanding securitized products file specific continuous disclosure in addition to complying with the general continuous disclosure obligations in NI 51-102. However, the additional requirements do not apply where the securitized products are covered bonds or non-debt securities of MIEs. The disclosure requirements are largely based on the requirements of Reg AB. Where we have considered it appropriate, we have also included elements from the SEC April 2010 Proposals. Our intent is to improve the consistency and comparability of continuous disclosure.


April 1, 2011 (2011) 34 OSCB 3818

The disclosure requirements apply to any securitized product issued by a reporting issuer regardless of whether the securitizedproduct was issued through a prospectus or using a prospectus exemption. We are not proposing to “grandfather” current outstanding securitized products or implement a transition period. However, we are asking a specific question on this issue. Please refer to the section Questions on the Proposed Securitized Products Rules.

The following is a summary of several significant features of the Proposed CD Rule.

(i) Payment and performance report (section 4 and Form 51-106F1)

A reporting issuer must file a Form 51-106F1 within 15 days after each payment date for each series or class of securitized products it has issued. The report must contain information regarding payment distribution and pool performance reflecting thepool’s performance at the most recent payment distribution period. The disclosure required in Form 51-106F1 is largely derivedfrom the SEC’s Form 10-D, and the issuer must provide the required disclosure to the extent applicable. If none of the disclosure in Form 51-106F1 is applicable due to the attributes of the securitized product or the structure of the securitized product, the reporting issuer can file an alternative report that contains all information that would be material to an investorregarding the payment distribution and performance of the series or class of securitized products.

(ii) Timely disclosure of significant events (section 5 and Form 51-106F2)

If an event enumerated in section 5 of proposed NI 51-106 occurs, a reporting issuer must immediately issue and file a news release disclosing the event, and file a Form 51-106F2 describing the event no later than two business days after the event. The enumerated events are largely derived from the SEC’s Form 8-K. In addition, we have also included a more general disclosure trigger in paragraph 5(2)(m), which requires disclosure of any other event that affects payment distribution or poolperformance that an investor would consider material.

Reporting issuers will still be required to file material change reports under NI 51-102. A reporting issuer is not required to file Form 51-106F2 if it is filing a material change report in respect of the same event under NI 51-102.

(iii) Annual servicer report (section 6 and Appendix A)

Each servicer whose servicing activities relate to more than five percent of the pool assets must assess its compliance with eachservicing standard set out in Appendix A of the Proposed CD Rule that it has identified as being applicable to it. The servicing standards in Appendix A of the Proposed CD Rule are not legal obligations under securities law, and are intended only as uniform measures against which the servicing of a particular asset pool can be assessed. Appendix A is largely drawn from provisions of Reg AB relating to servicers.

The servicer must prepare a report that states whether the servicer complied with each standard during the reporting issuer’s most recently-completed financial year. The servicer report must be audited.

The servicer must provide the report to the reporting issuer, who in turn must file it by the later of the date it files its AIF or its annual financial statements and annual MD&A.

(iv) Annual servicer certificate (section 7)

Each servicer enumerated in Items 1.7(1)(a), (b) or (c) of Form 41-103F1 must provide a reporting issuer with a certificate thatdiscloses the extent of the servicer’s compliance with the applicable servicing agreement for the reporting issuer’s most recentlycompleted financial year. There is no prescribed form of certificate. The reporting issuer must file the certificate by the later of the date it files its AIF or its annual financial statements and annual MD&A.

(v) Disclosure of servicer non-compliance (section 8)

A reporting issuer’s MD&A must include a discussion of any significant instance of non-compliance with the applicable servicingstandards in Appendix A, or the relevant servicing agreement, that has been disclosed to it by a servicer through the servicer report or servicer certificate it has provided to the reporting issuer.

(vi) The Proposed Certification Amendments

We are proposing amendments to NI 52-109 that exempt reporting issuers that issue securitized products and that are subject to NI 51-106 from the requirements to establish and maintain disclosure controls and procedures and internal control over financial reporting in Part 3 of NI 52-109. The proposed amendments also provide for modified forms of certificate for reportingissuers who are subject to proposed NI 51-106.


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(d) Summary of the Proposed Exempt Distribution Rules

The Proposed Exempt Distribution Rules create a new regulatory regime for distributions of securitized products on a prospectus-exempt basis. We propose to significantly narrow the class of investors who can invest in securitized products, andrequire disclosure at the time of issuance as well as on a continuous basis.

We also propose creating a modified regime for short-term securitized products that have a maturity of not more than one year from the date of issuance, which is intended to take into account their particular features and distribution methods. In Canada,short-term securitized products are primarily ABCP. We received a number of comments on the October 2008 ABCP Concept Proposal, which we have considered in developing the proposed short-term securitized products regime.

We recognize that the Proposed Exempt Distribution Rules are a significant departure from the current regulatory regime in the exempt market. We therefore have a number of questions with respect to our proposed approach of narrowing the class of investors who can invest in securitized products and imposing disclosure requirements. We also are asking whether there are other means to protect investors while permitting broader access to securitized products, for example, through requiring investors to purchase securitized products in the exempt market through a registrant subject to suitability obligations in respect of the purchaser. Please refer to the section Questions on the Proposed Securitized Products Rules.

The following is a summary of several significant features of the Proposed Exempt Distribution Rules.

(i) Removal of existing prospectus exemptions

We propose that the following prospectus exemptions in NI 45-106 be unavailable for distributions of securitized products that are not covered bonds or non-debt securities of MIEs:

• section 2.3 (the accredited investor exemption);

• section 2.4 (the private issuer exemption);

• section 2.9 (the offering memorandum exemption);

• section 2.10 (the minimum amount investment exemption);

• subsection 2.34(2)(d) and (d.1) (financial institution or Schedule III bank specified debt exemption);

• section 2.35 (the short-term debt exemption).

Instead, we propose to add a new prospectus exemption for the distribution of securitized products.

(ii) New Securitized Product Exemption (section 2.44)

Proposed section 2.44 contains the new prospectus exemption for distributions of securitized products to an “eligible securitized product investor” purchasing as principal (the Securitized Product Exemption). The definition of “eligible securitized product investor” essentially is the same as the definition of “permitted client” in National Instrument 31-103 Registration Requirements and Exemptions.

(iii) Information memorandum requirements (section 2.46)

A condition of the Securitized Product Exemption is that the issuer must deliver an information memorandum to each purchaser at the same time or before the purchase. Different disclosure requirements apply depending on whether the securitized product is a short-term securitized product.

A. Securitized products that are not short-term (paragraph 2.46(1)(b))

We do not prescribe a form of information memorandum where an issuer uses the Securitized Product Exemption to distribute securitized products that mature more than one year from the date of issue. However, the information memorandum must disclose sufficient information about the securitized product and securitized product transaction to enable a prospective purchaser to make an informed investment decision. We think that this general requirement, along with the items described in C. General Requirements below, constitute a base disclosure platform, while giving market participants flexibility to develop appropriate additional disclosure.


April 1, 2011 (2011) 34 OSCB 3820

B. Short-term securitized products

We are prescribing Form 45-106F7 Information Memorandum for Short-Term Securitized Products (Form 45-106F7) as the form of information memorandum for distributions of short-term securitized products under the Securitized Product Exemption. A “short-term securitized product” is a securitized product that includes ABCP and matures not more than one year from the date of issue. We developed Form 45-106F7 by reviewing, among other things, existing ABCP information memoranda, the information that the Bank of Canada expects when reviewing whether to accept ABCP issued by an ABCP program as eligible collateral for its Standing Liquidity Facility, and comment letters on the October 2008 ABCP Concept Proposal.

The prescribed disclosure in Form 45-106F7 is in addition to the general requirement that the information memorandum disclose sufficient information about the securitized product and securitized product transaction to enable a prospective purchaser to make an informed investment decision.

We propose a prescribed form because we think that transparency and consistent disclosure are particularly important to the stability of the short-term securitized product markets. Investors in short-term instruments such as ABCP are extremely sensitive to delays in payment, and also expect repayment in full. During times of financial instability, investors who lack adequate information about the quality of the underlying ABCP program assets and any liquidity facility may indiscriminately refuse to buy new paper, which can in turn increase the risk that the market may freeze entirely and contribute to a liquidity crisis.

C. General requirements

In addition, all information memoranda must:

• describe statutory or contractual rights of action for misrepresentation;

• describe the resale restrictions that apply to the securitized product;

• contain a certificate signed by the issuer’s CEO (or the equivalent), CFO (or the equivalent), promoter and sponsor (if the sponsor did not sign as a promoter) as to no misrepresentation; and

• contain a certificate signed by each underwriter as to no misrepresentation to the best of its knowledge, information and belief.

An information memorandum must not contain a misrepresentation.

An information memorandum must be posted on a website at the same time or before it is delivered to a purchaser. Issuers may password protect websites where such documents are posted if the issuer provides an undertaking to the securities regulatory authority to provide access to the website.

The issuer must also deliver a copy of the information memorandum to the securities regulatory authorities.

(iv) Periodic and timely disclosure (sections 6A.2 to 6A.5)

These proposed requirements only apply to non-reporting issuers who distribute securitized products under the Securitized Product Exemption (or other prospectus exemption prior to the Securitized Product Exemption being enacted).

A. Securitized products that are not short-term (sections 6A.2 and 6A.3)

We propose that the issuer must prepare a payment and performance report using Form 51-106F1 (as if the issuer were a reporting issuer, and subject to certain modifications) and post it on a website no later than 15 days after each payment date specified by the relevant transaction agreement.

The issuer must also prepare a timely disclosure report upon the occurrence of an event described in paragraphs 5(2)(a) to (m) of proposed NI 51-106 using Form 51-106F2 (as if the issuer were a reporting issuer). The issuer must post it on a website no later than two business days after the date on which the event occurs, and send a copy of the report to holders of securitized products, or otherwise advise holders that it has issued the report and describe the nature of the event.

Issuers may password protect websites where such documents are posted if the issuer provides an undertaking to the securities regulatory authority to provide access to the website.

The issuer must also deliver copies of the above reports to the securities regulatory authorities.


April 1, 2011 (2011) 34 OSCB 3821

B. Short-term securitized products (sections 6A.4 and 6A.5)

For short-term securitized products, we propose that the issuer must prepare a monthly report using Form 45-106F8 Periodic Disclosure Report for Short-Term Securitized Products Distributed under an Exemption from the Prospectus Requirement. The issuer must post the report on a website no later than 15 days after the end of each calendar month. We developed this Form by reviewing, among other things, monthly reports prepared by ABCP dealers and credit rating organizations, comment letters on the SEC April 2010 Proposals and their impact on ABCP, and comment letters on the October 2008 ABCP Concept Proposal.

The issuer must also prepare a timely disclosure report disclosing the following information, if an investor would reasonably require the information to make an informed investment decision:

• a change to the information in the most recent monthly report or information memorandum; or

• an event that affects payment distribution or performance of the pool.

The issuer must post the timely disclosure report on a website no later than two business days after the date of the event.

Issuers may password protect websites where such documents are posted if the issuer provides an undertaking to the securities regulatory authority to provide access to the website.

The issuer must also deliver copies of the above reports to the securities regulatory authorities.

(v) Reasonable access to documents (sections 2.45 and 6A.6)

In order to maintain transparency in the exempt market, we propose that an issuer must provide each holder of securitized products who purchased securitized products under a prospectus exemption with continued reasonable access to the information memorandum and the various periodic and timely disclosure reports until one year from the date that the securitizedproduct ceases to be outstanding.

We also propose that the issuer must provide reasonable access to the above documents to each person who requests access and is a prospective investor who meets the definition of eligible securitized product investor. Issuers may obtain confidentiality undertakings and take such steps as necessary to satisfy themselves that a prospective investor meets the definition of eligiblesecuritized product investor.

Reasonable access includes making the document available on a password protected website if the issuer provides an undertaking to the securities regulatory authority to provide the regulator with access to the website.

(vi) Statutory civil liability and withdrawal rights

Statutory civil liability

We think that investors should have rights to sue the issuer, the sponsor and each underwriter for damages if the information memorandum required by the Securitized Product Exemption contains a misrepresentation. The right of action should be available without the investor being required to prove reliance on the misrepresentation.

Assuming that we proceed with this approach, in most jurisdictions, this outcome can be achieved by prescribing the informationmemorandum required under the proposed Securitized Product Exemption as an offering document to which statutory civil liability rights apply. In most jurisdictions, a statutory right of action for damages is available against the issuer, each of the individuals who were directors at the date of the prescribed document, and anyone else who signs the document (which would include sponsors and underwriters under our proposals). An action for rescission in lieu of damages would also be available against the issuer.

In Ontario, however, the statutory rights to sue for misrepresentation in a prescribed offering document would only apply againstan issuer, and legislative amendments would be required for statutory rights of action to be available against sponsors and underwriters.

Withdrawal rights

In certain jurisdictions, there are also statutory provisions which provide an investor with a right to withdraw from the purchase within two days of receiving a prescribed offering document. This is similar to the two day right of withdrawal that exists in the prospectus regime. Staff of the commissions in the jurisdictions where that right applies are considering whether it is appropriate that the two day right of withdrawal apply to securitized products. We recognize that the two day right provides an


April 1, 2011 (2011) 34 OSCB 3822

opportunity for sober second thought which could be useful when assessing complex products but also appreciate that under the proposed new Securitized Product Exemption, all investors will be relatively sophisticated. Please refer to the section Questions on the Proposed Securitized Products Rules.

(vii) Reports of exempt distribution (sections 6.1 and 6.2)

We propose that a Form 45-106F1 must be filed for a distribution under the Securitized Product Exemption. If the distribution is of a short-term securitized product, which tend to be offered on a continuous basis, the report need only be filed 30 days afterthe calendar year in which the distribution occurs.

(viii) Resale

We propose that the first trade of a securitized product distributed under the Securitized Product Exemption is a distribution.Therefore, the only prospectus exemption that would be available for resale of a securitized product would be section 2.44, thuscreating a specialized “closed-system” for securitized products. Otherwise, the resale would require qualification by prospectus,or exemptive relief from the prospectus requirement.

(e) Proposed consequential amendments

We are proposing a number of consequential amendments to NI 41-101, NI 44-101 and NI 51-102 that flow from the Proposed Securitized Products Rules.

5. Cost Benefit Analysis

The focus of the Proposed Securitized Products Rules is to increase transparency in the securitization market and to limit access to securitized products in the exempt market to those investors best able to evaluate the features and risks of these products. We acknowledge that there will be costs associated with many of the changes being proposed. As part of the consultation process, we will work to assess the impact of the Proposed Securitized Products Rules. We encourage you to provide submissions on the costs and benefits associated with the proposals we are publishing for comment.

6. Legislative Amendments

CSA members may need to obtain legislative amendments in order to implement the Proposed Securitized Products Rules and statutory civil liability regime discussed in this Notice. These include obtaining rule-making authority to directly impose obligations on servicers and other parties that are not reporting issuers, as well as legislative amendments in respect of statutory civil liability for misrepresentations in offering documents and continuous disclosure relating to securitized products in the exempt market.

We have not initiated any steps toward obtaining legislative amendments at this time. We will consider doing so as part of ourreview of the comments on the Proposed Securitized Products Rules.

7. Questions on the Proposed Securitized Products Rules

We have a number of questions on the Proposed Securitized Products Rules and securitization where we would appreciate your feedback. We encourage you to provide detailed explanations in support of your answers. We also encourage you to provide submissions on the implications of any of the Proposed Securitized Products Rules on cost, timing and market access for issuers, investors and market intermediaries such as registrants.

(a) General

1. We welcome any comments on the three principles we have taken into account in developing the Proposed Securitized Products Rules, which are set out under Substance and purpose of the Proposed Securitized Products Rules. Are these the right principles? Are there additional principles we should take into account and if so, what should these be?

2. The Dodd-Frank Act requires federal banking agencies and the SEC to jointly prescribe rules that will require a “securitizer” (generally the issuer, sponsor or depositor) to retain an economic interest in a portion of the credit risk for any asset that the securitizer, through the issuance of securitized products, transfers, sells or conveys to a third party, subject to certain mandatory exemptions and discretionary exemptions. The SEC recently published proposed risk retention rules. The SEC April 2010 Proposals also contain a risk retention requirement as one of the proposed conditions of shelf-eligibility for asset-backed securities, which are intended to replace the current credit rating eligibilitycriteria. Is it necessary or appropriate for us to make rules prescribing mandatory risk retention for securitized products


April 1, 2011 (2011) 34 OSCB 3823

in order to mitigate some of the risks associated with securitization? If so, what are the appropriate types and levels of risk retention for particular types of securitized products?

3. The Dodd-Frank Act amends the Securities Act of 1933 to prohibit sponsors, underwriters or placement agents of securitized products, or affiliates of such entities, from engaging in any transaction that would involve or result in any material conflict of interest with respect to any investor in a sale of securitized products. The prohibition against such activity will apply for one year after the closing date of the sale and provides for certain exceptions that relate to risk-mitigating hedging activities intended to enhance liquidity. Should there be a similar prohibition in our rules? If so, what practical conflicts would this rule prevent that are seen in Canada today?

4. Are there circumstances where we should require that certain material parties be independent from each other and if so, what are they? For example, should we require that an underwriter in a securitization be independent from the sponsor by proposing amendments to National Instrument 33-105 Underwriting Conflicts? Should we require that auditors who audit the annual servicer report be independent from the sponsor?

5. Is the definition of “securitized product” sufficiently clear, particularly for those persons who will be involved in sellingthese products to investors? Do elements of the definition, e.g., “collateralized mortgage obligation”, “collateralized debt obligation”, “synthetic”, need to be defined?

6. Is the proposed carve-out for covered bonds from the Proposed Securitized Products Rules appropriate? Should there be additional conditions imposed in order for the carve-out to be available and if so, what should these be?

7. Is the proposed carve-out for non-debt securities of MIEs from the Proposed Securitized Products Rules appropriate? Should there be additional conditions imposed in order for the carve-out to be available and if so, what should these be?

(b) The Proposed Prospectus Disclosure Rule

Eligibility for the shelf system

8. Should there be restrictions on the kinds of asset-backed securities distributions that are eligible for the shelf system and if so, what should those be and why? Should there be similar restrictions to those in Reg AB, such as prescribed time limits on revolving periods for transactions backed by non-revolving assets, caps on prefunding amounts, and restrictions on pool assets (e.g., no non-revolving assets in a master trust, caps on the proportion of delinquent assets in the pool, and prohibitions against non-performing assets)?

9. Do investors need additional time to review shelf supplements prior to sale? Should we require the supplement (without price-related information) to be filed on SEDAR prior to first sale? What would be an appropriate amount of time, and would it change if loan- or asset-level disclosure was mandated?

10. Should the approved rating eligibility criterion for the short form and shelf prospectus systems be replaced with alternative criteria? In the alternative, if the approved rating eligibility criterion is maintained, should the issuer also satisfy one or more additional criteria such as those in the SEC April 2010 Proposals:

(i) 5% vertical slice risk retention;

(ii) third party review of repurchase or replacement obligations in connection with alleged breaches of representations and warranties;

(iii) a certificate from the CEO of a sponsor and an issuer that at the time of each offering off a shelf prospectus that the assets in the pool have characteristics that provide a reasonable basis to believe that they will produce, taking into account internal credit enhancements, sufficient cash flows to service any payments due and payable on the securities as described in the prospectus?

11. Do offerings of asset-backed securities through the MTN/continuous distributions prospectus supplement provisions under Part 8 of National Instrument 44-102 Shelf Distributions give investors enough time to review the information or provide the public disclosure of the offering on a sufficiently timely basis?

Pool asset and payment disclosure

12. The SEC April 2010 Proposals require disclosure of asset- or loan-level data in some cases, and grouped asset disclosure in others (e.g. for credit card receivables). We are not proposing to require asset- or loan-level disclosure or


April 1, 2011 (2011) 34 OSCB 3824

grouped asset disclosure. Is this level of disclosure necessary and if so, what are appropriate standardized data points?

13. The SEC April 2010 Proposals require that issuers provide a computer waterfall payment program to investors. We currently are not proposing to impose a similar requirement. Is this type of program necessary and if so, why?

Mandatory review of pool assets

14. In connection with the requirements of the Dodd-Frank Act, the SEC has made a rule requiring that issuers who offer asset-backed securities pursuant to a registration statement must perform a review of the pool assets underlying the asset-backed securities. The issuer may conduct the review or an issuer may employ a third party engaged for purposes of performing the review provided the third party is named in the registration statement and consents to being named as an expert, or alternatively, the issuer adopts the findings and conclusions of the third party as its own. Should we introduce a similar requirement for prospectus offerings of securitized products?

Risk factor disclosure

15. We are not proposing to prescribe risk factor disclosure. Should Form 41-103F1 contain prescribed risk factor disclosure and if so, what disclosure should be prescribed? For example, are there standard risk factors associated with particular underlying asset classes that should always be included in a prospectus?

Incorporation by reference of Form 51-106F1 and Form 51-106F2

16. Should Form 51-106F1 and Form 51-106F2 filings previously filed by a reporting issuer be required to be incorporated by reference in other short form prospectus offerings by the same issuer? What types of filings are appropriate or necessary for incorporation, and which are not? Would the requirements regarding static pool disclosure in Item 4 of the proposed Form 41-103F1 be sufficient?

Registration

17. Are there any existing registration categories or registration exemptions that should be modified or made unavailable for the distribution of securitized products under a prospectus, or their subsequent resale?

(c) The Proposed CD Rule and Proposed Certification Amendments

Interaction with NI 51-102

18. The Proposed CD Rule requires reporting issuers that issue securitized products to make several new filings in addition to the filings required by NI 51-102. In light of these new proposed filings, should reporting issuers be exempt in whole or in part from the requirements of NI 51-102 and related forms? For example, do the costs associated with preparing and filing audited financial statements of the issuer outweigh the benefits to investors? We believe there may be circumstances where financial information about the issuer may be important to investors, such as information relating to derivative transactions to which the issuer is a party, or information relating to other liabilities of the issuer that may rank higher to or equally with the notes held by investors, and thereby reduce the potential recovery of investors in the case of an insolvency of the issuer. If we propose an exemption from the requirement to prepare and file audited financial statements, how should we address these concerns? What conditions should we include?

Application to all outstanding series or class of securitized products issued by a reporting issuer

19. The proposed continuous disclosure requirements apply in respect of all securitized products issued by the reporting issuer, regardless of whether they were distributed under a prospectus or on a prospectus-exempt basis. For example, a reporting issuer must file a Form 51-106F1 in respect of each outstanding series or class of securitized products it has issued, regardless of whether it was issued under a prospectus or on a prospectus-exempt basis. Should there be a “grandfathering” or transitional provision put in place?

20. Should the proposed continuous disclosure requirements only apply in respect of securitized products that the reporting issuer distributed via prospectus? If yes, how should we address the concern that other securitized products issued by the same issuer on an exempt basis may become freely tradeable but without the reporting issuer being required to provide any ongoing disclosure about these other securities?

21. Should there be a legending or notice requirement to explain resale restrictions for securitized products that have been distributed on an exempt basis?


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Timely disclosure

22. Section 5 of NI 51-106 requires timely disclosure of a range of enumerated “significant” events largely derived from Form 8-K. Would adding, modifying or deleting any of the criteria on this list make it a better regime for timely disclosure? If so, what changes should be made?

Statutory Civil Liability

23. Should the new documents that are required to be filed under the Proposed CD Rule be prescribed as core documents for secondary market civil liability?

Certification

24. Is it appropriate to exempt reporting issuers that issue securitized products and that are subject to the Proposed CD Rule from the requirements to establish and maintain disclosure controls and procedures and internal control over financial reporting in Part 2 of NI 52-109?

25. The proposed forms of certification for reporting issuers that issue securitized products does not contain a note to reader similar to the note to reader required for venture issuer forms of certification. Should there be a note to reader required for the certifications and if so, what information should the note to reader contain?

Report of fulfilled and unfulfilled repurchase/replacement requests

26. We are proposing that if an originator, sponsor or other party has repurchase or replacement obligations in respect of pool assets collateralizing securitized products distributed under a prospectus, the prospectus must provide historical demand, repurchase and replacement information for those parties in respect of other securitizations where those parties had similar obligations, where the same class of assets was securitized, and where the securitized products were distributed under a prospectus. Subsequently, demand, repurchase and replacement information must be provided in Form 51-106F1. Is this type of disclosure adequate, or is it necessary to have this type of information provided by originators and sponsors for all securitizations in which they have been involved (including those in the exempt market)? For example, in connection with the requirements of the Dodd-Frank Act, the SEC has made a rule requiring any securitizer to disclose fulfilled and unfulfilled repurchase requests across all trusts aggregated by the securitizer, so that investors may identify asset originators with clear underwriting deficiencies. The securitizer must file an initial “look-back” report, and subsequently update the information on a quarterly basis.

(d) The Proposed Exempt Distribution Rules

General approach

27. We are proposing a new Securitized Product Exemption which focuses on a specific product that has unique features and risks. Is this product-centred approach appropriate? Should we instead be focusing on reforming the exempt market as a whole?

28. Should securitized products be allowed to be sold in the exempt market, or should they only be sold under a prospectus?

Who can buy

29. We are proposing to remove a number of existing prospectus exemptions through which securitized products can be sold. Should we permit securitized products to continue to be sold through some existing exemptions and if so, which exemptions?

30. The proposed Securitized Product Exemption in section 2.44 only permits certain “highly-sophisticated” investors (i.e., eligible securitized product investors) to buy securitized products on a prospectus-exempt basis. Other investors generally would only be able to buy securitized products that are distributed through a prospectus. Is this the right approach? If not, what approach should we take? In particular, should we permit other investors to purchase securitized products in the exempt market through a registrant subject to suitability obligations in respect of the purchaser? Would having a registrant involved adequately address our investor protection concerns? Please refer to Question 32 for additional related questions.

31. If our proposed approach to restrict access to securitized products to “highly-sophisticated” investors is appropriate, is the proposed list of eligible securitized product investors the right one? If not, how should it be modified? In particular, we would appreciate feedback on the following:


April 1, 2011 (2011) 34 OSCB 3826

A. Expanded list of who would qualify as an eligible securitized product investor

Should we expand the list of eligible securitized product investors? For example:

Individuals (paragraph (n) of the definition)

• Should we include high-income individuals and if so, at what level of income, e.g. $1 million?

• Should we permit inclusion of spousal income or assets when calculating applicable income or asset thresholds for individuals?

• Should other types of assets be included when calculating asset thresholds for individuals, not just net realizable financial assets and if so, what types of assets should be permitted?

Persons or companies who are not individuals (paragraph (p) of the definition)

• Should we lower the net asset threshold of $25 million for persons or companies (other than individuals or investment funds)? If so, what is the appropriate net asset threshold for these entities?

Other investors

• Are there other categories of investors who should be included in the list of eligible securitized product investors and if so, what should those be? For example, should we include an individual registered or formerly registered under securities legislation?

B. Should we require that each beneficiary of the managed account in paragraph (k) of the proposed definition meet the criteria set out in the other paragraphs of the definition of eligible securitized product investor?

C. Should the list of eligible securitized product investors be narrowed? For example, should the financial thresholds under the proposed definition of eligible securitized product investor be raised? Are there entities in the proposed definition who should not qualify as eligible securitized product investors?

32. We continue to consider other possible prospectus exemptions for securitized products, along with appropriate conditions to such prospectus exemptions. We would appreciate your feedback on the following possible exemptions and conditions, and whether they should be in lieu of, or in addition to, the proposed Securitized Product Exemption:

A. Enhanced accredited investor or minimum amount investment prospectus exemption

Should we maintain availability of the accredited investor and minimum investment amount prospectus exemptions? Should their continued availability require additional conditions and if so, what should those be? For example, should we require either or both of the following additional conditions:

(a) the issuer must provide an information memorandum and possibly ongoing disclosure; and

(b) the investor must buy the securitized product from a registrant?

B. Minimum amount investment prospectus exemption specifically for securitized products

Should we have a prospectus exemption that would permit an investor to purchase securitized products provided the minimum amount invested is relatively high? If so, what would be an appropriate minimum amount threshold?

C. Specified ABCP prospectus exemption

Should investors who are neither eligible securitized product investors nor accredited investors be permitted to invest in ABCP provided certain risk-mitigating conditions are met? If so, what conditions should we impose on these distributions? Would ABCP that satisfies the following conditions be appropriate for non-accredited investors:

• the ABCP has received a minimum of two prescribed credit ratings;


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• the ABCP is backed by a committed global-style liquidity facility that represents at least 100% of the outstanding face value of the ABCP and is provided by an entity with a minimum prescribed credit rating;

• the sponsor is federally or provincially regulated and has a minimum prescribed credit rating;

• the ABCP does not have direct or indirect actual or potential exposure to highly structured products such as collateralized debt obligations or credit derivatives (except for obtaining asset-specific protection for the ABCP program);

• the ABCP program does not use leveraged credit derivatives that could subject the program to collateral calls; and

• the issuer must provide an information memorandum and ongoing disclosure?

If the ABCP satisfies the above conditions, should we also require that an investor, or certain types of investors (for example, a “retail” investor) must buy the securitized product from a registrant? If so, what types of investors would benefit from this requirement?

33. Should we provide for more limited access to securitized products than has been proposed?

Disclosure

34. The objectives of requiring disclosure for prospectus-exempt distributions of securitized products are to:

• create incentives for enhanced due diligence by sponsors and underwriters who must prepare the disclosure, and investors who will be expected to take the disclosure into account in making their investment decision;

• improve the quality and consistency of disclosure;

• facilitate a transparent, and thus stable, securitization market.

Will our proposed requirements for disclosure in the exempt market achieve or further these objectives?

35. Is there a class of investor for whom it is not necessary to require that some form of disclosure be provided in connection with the purchase of securitized products on a prospectus-exempt basis? If so, what type of investor?

36. Is there a type of “private-label” (as opposed to government-issued or -guaranteed) securitized product for which disclosure is not necessary? If so, what type of securitized product?

37. We are not prescribing specific disclosure for the initial distribution of securitized products, other than short-term securitized products such as ABCP. Is this an appropriate approach? What impact would requiring an information memorandum for distributions of non short-term securitized products have on costs, timing and market access?

38. We are prescribing certain disclosure for short-term securitized products such as ABCP (proposed Form 45-106F7 Information Memorandum for Short-Term Securitized Products). Is this an appropriate approach? Would adding, modifying, or deleting any of the prescribed disclosure improve the requirements? Should we mandate the format in which any of the disclosure is provided, for example, XML? What impact will requiring prescribed disclosure for distributions of short-term securitized products have on costs, timing and market access?

39. We are requiring that ongoing disclosure be made available to investors in securitized products. Is this an appropriate approach? Are the prescribed forms (Form 51-106F1 in the case of non short-term securitized products, and Form 45-106F8 Periodic Disclosure Report for Short-Term Securitized Products Distributed under an Exemption from the Prospectus Requirement) appropriate? Would adding, modifying or deleting any of the prescribed disclosure improve the requirements? Should we mandate the form in which any of the disclosure is provided, for example, XML? What impact will requiring ongoing disclosure for securitized products have on costs, timing and market access?

40. We have proposed that certain ongoing disclosure be made available to investors in securitized products via the issuer’s website. We propose that the issuer be required to provide access to prospective investors who request access. Is there a better method of making disclosure available to prospective investors and if so, what? Should the disclosure be generally publicly available via the issuer’s website or SEDAR?


April 1, 2011 (2011) 34 OSCB 3828

41. We have proposed that the information memoranda and all disclosure required to be provided to investors be delivered to securities regulators. We expect that, subject to requests under freedom of information legislation, these documents will not be generally available to the public. We thought this appropriate given that the securitized products are not generally available to the public. Is this an appropriate approach?

Statutory civil liability

42. We propose that there should be statutory civil rights of action against issuers, sponsors and underwriters for misrepresentations in an information memorandum provided in connection with a distribution of securitized products in the exempt market. Have we identified the appropriate parties whom an investor should be able to sue? If not, should any parties be added or removed?

43. Should there be statutory civil liability for misrepresentations in the continuous disclosure provided by an issuer of securitized product? If so, who should the investor be able to sue and why?

44. In certain jurisdictions, there are statutory provisions which also provide an investor with a right to withdraw from the purchase within two days of receiving a prescribed offering document. Should these rights of withdrawal apply to information memoranda used for the distribution of short-term securitized products? Should these rights of withdrawal apply to information memoranda used for the distribution of securitized products that are not short-term?

Resale

45. We propose that the first trade of a securitized product distributed under the Proposed Securitized Product Exemption is a distribution, creating a specialized “closed-system” for securitized products that are not issued under a prospectus. Is the proposed resale treatment appropriate?

Registration

46. Are there any existing registration categories or registration exemptions that should be modified or made unavailable for the distribution and resale of securitized products in the exempt market?

47. In order to qualify for the proposed Securitized Product Exemption in section 2.44, registered firms and individuals will need to be able to identify which products are securitized products. Are there categories of registrants that will not have the appropriate proficiency to identify securitized products and understand their risks? For example, should exempt market dealers be restricted in any way from dealing in securitized products?

How to provide your comments

You must submit your comments in writing by July 1, 2011. If you are sending your comments by email, you should also send an electronic file containing the submissions in Microsoft Word.

Please address your comments to all of the CSA member commissions as follows:

British Columbia Securities Commission Alberta Securities Commission Saskatchewan Financial Services Commission Manitoba Securities Commission Ontario Securities Commission Autorité des marchés financiers Nova Scotia Securities Commission New Brunswick Securities Commission Office of the Attorney General, Prince Edward Island Securities Commission of Newfoundland and Labrador Superintendent of Securities, Government of Yukon Superintendent of Securities, Department of Justice, Government of the Northwest Territories Superintendent of Securities, Legal Registries Division, Department of Justice, Government of Nunavut


April 1, 2011 (2011) 34 OSCB 3829

Please send your comments only to the addresses below. Your comments will be forwarded to the remaining CSA jurisdictions.

John Stevenson Secretary Ontario Securities Commission 20 Queen Street West 19th Floor, Box 55 Toronto, Ontario M5H 3S8 Fax: 416-593-2318 Email: [email protected]

Anne-Marie Beaudoin Corporate Secretary Autorité des marchés financiers800, square Victoria, 22e étage C.P. 246, tour de la Bourse Montréal, Québec H4Z 1G3 Fax: 514-864-6381 E-mail: [email protected]

Please note that all comments received during the comment period will be made publicly available. We cannot keep submissions confidential because securities legislation in certain provinces requires publication of a summary of the written comments received during the comment period.

We will post all comments received during the comment period to the OSC website at www.osc.gov.on.ca to improve the transparency of the policy-making process.

Questions

Please refer your questions to any of the following:

Ontario Securities Commission

Naizam Kanji Deputy Director, Corporate Finance 416-593-8060 [email protected]

Winnie Sanjoto Senior Legal Counsel, Corporate Finance 416-593-8119 [email protected]

Raymond Chan Senior Accountant, Investment Funds 416-593-8128 [email protected]

Karen Danielson Legal Counsel, Compliance and Registrant Regulation 416-593-2187 [email protected]

Paul Hayward Senior Legal Counsel, Corporate Finance 416-593-3657 [email protected]

Darren McKall Assistant Manager, Investment Funds 416-593-8118 [email protected]


April 1, 2011 (2011) 34 OSCB 3830

Neeti Varma Senior Accountant, Corporate Finance 416-593-8067 [email protected]

Alberta Securities Commission

Denise Weeres Senior Legal Counsel, Corporate Finance 403-297-2930 [email protected]

Nadine Arendt Legal Counsel, Corporate Finance 403-355-9047 [email protected]

Kelli Grier Legal Counsel, Corporate Finance 403-297-5036 [email protected]

Agnes Lau Senior Advisor – Technical & Projects, Corporate Finance 403-297-8049 [email protected]

Autorité des marchés financiers

Lucie J. Roy Senior Policy Adviser Service de la réglementation Surintendance aux marchés des valeurs 514-395-0337, ext 4464 [email protected]

British Columbia Securities Commission

Nazma Lee Senior Legal Counsel, Corporate Finance 604-899-6867 [email protected]

Gordon Smith Senior Legal Counsel, Corporate Finance 604-899-6656 [email protected]

Larissa Streu Senior Legal Counsel, Corporate Finance 604-899-6888 [email protected]

Christina Wolf Chief Economist 604-899-6860 [email protected]

Manitoba Securities Commission

Chris Besko Legal Counsel, Deputy Director 204-945-2561 [email protected]


April 1, 2011 (2011) 34 OSCB 3831

New Brunswick Securities Commission

Susan Powell Acting Director, Regulatory Affairs 506-643-7697 [email protected]

Nova Scotia Securities Commission

Shirley P. Lee Director, Policy and Market Regulation and Secretary to the Commission. 902-424-5441 [email protected]

April 1, 2011


April 1, 2011 (2011) 34 OSCB 3832

Schedule A Proposed Prospectus Disclosure Rule

PROPOSED NATIONAL INSTRUMENT 41-103 SUPPLEMENTARY PROSPECTUS DISCLOSURE REQUIREMENTS FOR SECURITIZED PRODUCTS

PART 1 DEFINITIONS AND INTERPRETATION

1. Definitions – In this Instrument

“asset-backed security” means a security that is primarily serviced by the cash flows of a discrete pool of mortgages, receivables or other financial assets, fixed or revolving, that by their terms convert into cash within a finite period and any rights or other assets designed to assure the servicing or the timely distribution of proceeds to securityholders;

"mortgage investment entity" means a person or company

(a) who invests substantially all of its assets in debts owing to it that are secured by one or more mortgages, hypothecs, or other instruments, on real property; and

(b) whose primary purpose or business activity is originating and administering mortgage loans, with the intent of holding such mortgages for the entire term and of using the revenues generated by holding the mortgages to provide a return for its investors;

“securitized product” means any of the following:

(a) a security that entitles the security holder to receive payments that primarily depend on the cash flow from self-liquidating financial assets collateralizing the security, such as loans, leases, mortgages, and secured or unsecured receivables, including:

(i) an asset-backed security;

(ii) a collateralized mortgage obligation;

(iii) a collateralized debt obligation;

(iv) a collateralized bond obligation;

(v) a collateralized debt obligation of asset-backed securities;

(vi) a collateralized debt obligation of collateralized debt obligations;

(b) a security that entitles the security holder to receive payments that substantially reference or replicate the payments made on one or more securities of the type described in paragraph (a) but that do not primarily depend on the cash flow from self-liquidating financial assets that collateralize the security, including:

(i) a synthetic asset-backed security;

(ii) a synthetic collateralized mortgage obligation;

(iii) a synthetic collateralized debt obligation;

(iv) a synthetic collateralized bond obligation;

(v) a synthetic collateralized debt obligation of asset-backed securities;

(vi) a synthetic collateralized debt obligation of collateralized debt obligations;

“transaction agreement” means an agreement relating to a securitized product transaction that imposes an obligation on any party described in Item 1 (Parties with significant functions and responsibilities) of Form 41-103F1 or that provides a holder of a securitized product with rights or entitlements in respect of the securitized product.


April 1, 2011 (2011) 34 OSCB 3833

2. Interpretation

(1) Terms defined in the following Instruments and used in this Instrument have the respective meanings ascribed to those terms in those Instruments:

(a) National Instrument 41-101 General Prospectus Requirements;

(b) National Instrument 44-101 Short Form Prospectus Distributions;

(c) National Instrument 44-102 Shelf Distributions;

(d) National Instrument 51-102 Continuous Disclosure Obligations.

(2) In this Instrument, other than in Part 3 or unless otherwise stated, a reference to a prospectus includes

(a) a preliminary prospectus;

(b) a preliminary short form prospectus and short form prospectus;

(c) a preliminary base shelf prospectus, base shelf prospectus and corresponding base shelf prospectus supplement;

(d) a preliminary base PREP prospectus, a base PREP prospectus and corresponding supplemented PREP prospectus;

(e) an amendment to any of the foregoing.

3. Application

(1) This Instrument applies to an issuer that distributes a securitized product under a prospectus.

(2) Despite subsection (1), this Instrument does not apply to a distribution under a prospectus of any of the following:

(a) a covered bond;

(b) a security, other than a debt security, that is issued by a mortgage investment entity.

PART 2 SUPPLEMENTARY PROSPECTUS DISCLOSURE FOR ISSUERS OF ASSET-BACKED SECURITIES AND OTHER SECURITIZED PRODUCTS

4. Supplementary prospectus disclosure for securitized products

(1) An issuer that files a prospectus to distribute a securitized product must include in the prospectus the disclosure referred to in Form 41-103F1.

(2) Despite subsection (1), an issuer is not required to complete a part of Form 41-103F1 that is inapplicable due to one or more attributes of the securitized product or the structure of the securitized product transaction under which the securitized product is issued.

PART 3 EXEMPTIONS

5. Exemptions

(1) The regulator or, in Québec, the securities regulatory authority may grant an exemption from this Instrument, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption.

(2) Despite subsection (1), in Ontario only the regulator may grant such an exemption.

(3) Except in Ontario, an exemption referred to in subsection (1) is granted under the statute referred to in Appendix B of National Instrument 14-101 Definitions opposite the name of the local jurisdiction.

(4) Without limiting the manner in which an exemption under this Part may be evidenced, the granting under this


April 1, 2011 (2011) 34 OSCB 3834

Part of an exemption may be evidenced by the issuance of a receipt for a prospectus, short form prospectus, base shelf prospectus, base PREP prospectus, or an amendment to any of the foregoing, as applicable.

(5) The issuance of a receipt is not evidence that the exemption has been granted unless

(a) the person or company that sought the exemption sent to the regulator or, in Québec, the securities regulatory authority

(i) a letter or memorandum describing the matters relating to the exemption, and indicating why consideration should be given to the exemption, on or before the date of the filing of the preliminary prospectus, preliminary short form prospectus, preliminary base shelf prospectus, or preliminary base PREP prospectus, as applicable; or

(ii) a letter or memorandum referred to in subparagraph (i) after the date of the filing of the preliminary prospectus, preliminary short form prospectus, preliminary base shelf prospectus, or preliminary base PREP prospectus, as applicable, and the person or company received a written acknowledgement from the regulator or, in Québec, the securities regulatory authority that the exemption may be evidenced in the manner set out in subsection (1); and

(b) the regulator or, in Québec, the securities regulatory authority has not before, or concurrently with, the issuance of the receipt sent notice to the person or company that sought the exemption, that the exemption sought may not be evidenced in the manner set out in subsection (1).

PART 4 EFFECTIVE DATE

6. Effective date

(1) This Instrument shall come into force on [*].


April 1, 2011 (2011) 34 OSCB 3835

Form 41-103F1Supplementary Information Required in a Securitized Products Prospectus

INSTRUCTIONS

(1) This Form sets out specific disclosure requirements relating to securitized products that are in addition to the general requirement under securities legislation to provide full, true and plain disclosure of all material facts relating to the securities to be distributed. Issuers must comply with the specific instructions or requirements in this Form if the instruction or requirement is applicable. Issuers must also comply with the applicable instructions or requirements in Form 41-101F1 or Form 44-101F1 that address areas that are not otherwise covered by the instructions or requirements in this Form.

(2) Write the disclosure so that a reasonable prospective investor in the securitized products is able to understand it. Consider both the level of detail provided and the language used in the document. Additional guidance relating to plain language principles may be available in the companion policy to National Instrument 41-101 General Prospectus Requirements.

(3) Tables, graphs, flow charts or other graphic formats must be used if a reasonable prospective investor will be able to better understand the information being provided. Items 1 (Parties with significant functions and responsibilities), 3 (Pool assets), 4 (Static pool information) and 7 (Structure of the transaction) of this Form must be presented using tables, graphs, flow charts or other graphic formats unless a reasonable prospective investor would conclude that those formats do not provide him or her with a better understanding of the information provided.

(4) Use headings and sub-headings to group information required by this Form, and include a detailed table of contents in the prospectus that clearly identifies the location of the information under each heading and sub-heading.

DEFINITIONS

“Cut-off date” means the date on and after which collections on the pool assets accrue for the benefit of a holder of a securitized product.

Item 1 – Parties with significant functions and responsibilities

1.1 General

If a person or company is performing more than one of the roles set out below, clearly identify each role and the specific functions and responsibilities being performed in connection with each role. It is not necessary to repeat disclosure that hasalready been provided. For example, it would not be necessary to repeat the disclosure about the sponsor’s form of organization and the general character of its business if disclosure is also provided about its role as an originator.

1.2 Sponsor

A “sponsor” is a person or company who organizes and initiates a securitized product transaction by selling or transferring assets, either directly or indirectly, to the issuer.

Identify each sponsor and describe the following:

(a) the sponsor’s form of organization and the general character of its business;

(b) the sponsor’s securitization program and its material functions and responsibilities in the program, including whether the sponsor or an affiliate is responsible for originating, acquiring, pooling or servicing the pool assets;

(c) the sponsor’s participation in structuring the securitized product transaction;

(d) the sponsor’s securitization experience and the period of time it has been engaged in securitizing assets of any type;

(e) the sponsor’s experience in and procedures for originating or acquiring and securitizing assets of the type included in the securitized product transaction that is the subject of the current disclosure, including:

(i) the credit-granting or underwriting criteria for assets of the type being securitized;


April 1, 2011 (2011) 34 OSCB 3836

(ii) any material information regarding the size, type and growth of the sponsor’s portfolio of those assets;

(f) any prior securitized product transaction which was organized and initiated by the sponsor and that has defaulted or experienced an event that triggered an early amortization;

(g) any other information related to the sponsor that may be material to an analysis of the origination or performance of the pool assets.

1.3 Arranger

An “arranger” is a person or company that arranges and structures a securitized product transaction, but does not sell or transferassets, directly or indirectly, to the issuer of the securitized products, and in the absence of evidence to the contrary, includes the underwriter for a distribution of securitized products.

Identify each arranger and describe the following:

(a) the arranger’s form of organization and the general character of its business;

(b) the arranger’s functions and responsibilities as arranger in the securitized product transaction.

1.4 Depositor

A “depositor” is a person or company in a securitized product transaction who receives or purchases pool assets from the sponsor and transfers or sells the pool assets to an issuer of securitized products.

Identify each depositor that is not also a sponsor for whom disclosure has been provided under Item 1.2, and describe the following:

(a) the depositor’s form of organization and the general character of its business;

(b) the depositor’s ownership structure;

(c) the reason for the depositor being used in the securitized product transaction;

(d) the depositor’s securitization experience and securitization program, including its functions and responsibilities in the program, if its securitization experience or securitization program are materially different from the sponsor’s experience or program;

(e) any continuing duties of the depositor in respect of the securitized products or the pool assets after issuance of the securitized products.

1.5 Originator

An “originator” is a person or company that originates receivables, loans or other financial assets that are pool assets.

(1) Identify each originator that is not also a sponsor, or an affiliate of a sponsor, for which disclosure has been provided under Item 1.2, that satisfies either of the following criteria:

(a) the originator has originated as of the cut-off date, or is reasonably expected to originate, assets in respect of a pool in which a sponsor and its affiliates have cumulatively originated less than 10% of the pool assets;

(b) the originator has originated as of the cut-off date, or is reasonably expected to originate, 10% or more of the pool assets.

(2) Identify each group of affiliated originators that satisfies either of the following criteria, unless a member of the group is a sponsor, or an affiliate of a sponsor, for which disclosure has been provided under Item 1.2:

(a) the group cumulatively has originated as of the cut-off date, or is reasonably expected to originate, assets in respect of a pool in which a sponsor and its affiliates have cumulatively originated less than 10% of the pool assets;


April 1, 2011 (2011) 34 OSCB 3837

(b) the group cumulatively has originated as of the cut-off date, or is reasonably expected to originate, 10% or more of the pool assets.

(3) If an originator or group of affiliated originators described in subsection (1) or (2) has or is reasonably expected to originate 20% or more of the pool assets, describe the following for each originator:

(a) the originator’s form of organization and the general character of its business;

(b) the originator’s origination program and the period of time it has been engaged in originating assets;

(c) the originator’s experience in and procedures for originating assets of the type included in the securitized product transaction that is the subject of the current disclosure, including:

(i) the credit-granting or underwriting criteria for the assets of the type being securitized;

(ii) any material information regarding the size, type and growth of the originator’s portfolio of those assets;

(d) the originator’s financial condition to the extent that there is a significant risk that its financial condition could have a material impact on its ability to comply with any obligations to, or fulfil any reasonable expectations that it will, originate assets for the pool.

1.6 Issuer

Describe the following:

(a) the permissible activities and restrictions on the activities of the issuer under its governing documents, including any restrictions on the ability to issue or invest in additional securities, to borrow money or to make loans to other persons;

(b) any provisions in the issuer’s governing documents, any transaction agreement or other material contract that would permit modification of the issuer’s governing documents, including with respect to permissible activities and covenants;

(c) the identity of any person or company authorized to exercise discretion with respect to any specific activity regarding the administration of the asset pool or the securitized products being distributed;

(d) any asset owned or reasonably expected to be owned by the issuer other than pool assets, and any liability of the issuer other than the securitized products being distributed;

(e) the amount and nature of any equity in or financial contribution to the issuer held or made by the arranger, sponsor, depositor or other party to the securitized product transaction;

(f) the manner and timing by which the sale or transfer of the pool assets to the issuer occurs, the creation, perfection and priority status of any security interest in a pool asset, and each person or company who holds a security interest in a pool asset;

(g) the nature and amount of any expenses incurred in connection with the selection and acquisition of the pool assets that will be paid out of the offering proceeds. Include the specific amounts paid to any person or company for which disclosure has been provided under Items 1.2 to 1.5, and 1.7 to 1.9, including any affiliates of the foregoing;

(h) any material provision in a transaction agreement or arrangement that addresses whether a security interest granted in connection with the securitized product transaction is maintained and enforced;

(i) whether a declaration of bankruptcy, receivership or similar proceeding with respect to the issuer can occur, and if so, whether the issuer’s assets will become subject to the bankruptcy, receivership or similar control of a third party and any specific impact on the pool assets;

(j) whether in the event of a bankruptcy, receivership or similar proceeding with respect to the sponsor, originator, depositor or other seller of pool assets, the issuer’s assets will become part of the bankruptcy estate or subject to the bankruptcy, receivership or similar control of a third party;


April 1, 2011 (2011) 34 OSCB 3838

(k) if any pool assets are securities, the market price of the securities and the basis on which the market price was determined.

1.7 Servicer

A “servicer” is a person or company responsible for the management or collection of pool assets or making allocations or payments to a holder of a securitized product, but does not include a trustee of an issuer of securitized products or trustee forthe securitized product that makes allocations or payments.

(1) If multiple servicers service the pool assets, provide an introductory description of the roles, responsibilities and oversight requirements of the servicing structure and the parties involved, and identify the following:

(a) each master servicer;

(b) each servicer that is an affiliate of any person or company for which disclosure has been provided under Items 1.2 to 1.6, 1.8 and 1.9;

(c) each servicer that services 10% or more of the pool assets as of the cut-off date, or that is reasonably expected to service 10% or more of the pool assets;

(d) any other servicer responsible for calculating or making payments to holders of the securitized products or performing other aspects of the servicing of the pool assets or the securitized products upon which the performance of the pool assets or securitized products is materially dependent.

(2) For each servicer described in paragraphs (1)(a), (b) or (d), and for each servicer that services 20% or more of the pool assets, describe the following:

Information and experience

(a) the servicer’s form of organization;

(b) the servicer’s general servicing experience and the period of time it has been engaged in servicing assets of any type;

(c) the servicer’s experience in and procedures for servicing assets of the type included in the securitized product transaction that is the subject of the current disclosure, including:

(i) any material changes to the servicer’s policies or procedures during the three years before the date of the prospectus;

(ii) any material information regarding the size, type and growth of the servicer’s portfolio of those assets;

(d) any other information related to the servicer that may be significant to an analysis of the servicing of the pool assets and the securitized products being distributed, as applicable;

Servicing agreements and servicing practices

(e) the material terms of the servicing agreement and the servicer’s duties regarding the securitized product transaction, including without limitation any material trigger clauses related to the servicer. For example, describe any requirement that the servicer must fulfil to avoid termination;

(f) any factors involved in servicing the type of assets included in the securitized product transaction that are particularly relevant to assets of that type. For example, describe the factors that are particularly relevant to subprime assets and loans with deferred payments, and the servicer’s processes and procedures designed to address those factors;

(g) the manner in which collections made in respect of the assets will be maintained, including the extent of commingling of funds with other funds, serviced assets or other assets of the servicer, and the servicer’s process for handling delinquencies and losses;

(h) the provisions or arrangements with respect to advances of funds regarding collections, cash flows or payments, including interest or other fees charged for, and terms of recovery of, those advances;


April 1, 2011 (2011) 34 OSCB 3839

(i) if the servicer has custodial responsibility for the pool assets, the material arrangements regarding the custodianship of the assets, or alternatively, identify the other entity that performs the custodian activity and describe its responsibilities;

(j) any ability by the servicer to significantly waive or modify any terms, fees, penalties or payments on the pool assets;

(k) any limitations on the servicer’s liability under a transaction agreement;

(l) the material terms of any relationship or arrangement with another party by which the servicer may subcontract or delegate some or all of its functions to that party;

(m) whether in the event of a bankruptcy, receivership or similar proceeding with respect to the servicer any of the issuer’s assets will become part of the bankruptcy estate or subject to the bankruptcy, receivership or similar control of a third party.

Back-up servicing

(n) the material terms, including the procedures, regarding the servicer’s removal, replacement, resignation or transfer, including arrangements regarding, and any qualifications required for, a successor servicer;

(o) the process for transferring servicing to a successor servicer;

(p) provisions for the payment of expenses associated with a servicing transfer or any additional fees that may be charged by a successor servicer;

(q) any arrangements regarding a back-up servicer for the pool assets and the identity of such back-up servicer;

Loan modification

(r) in the case of asset-backed securities being distributed that are backed by loans,

(i) whether or not, and on what basis, the servicer may be able to modify the terms of any of the loans, including a discussion of which loans would be eligible for modification;

(ii) any provisions that specify certain types of permitted modifications, or impose certain limitation or qualifications on the ability to modify loans that back asset-backed securities;

(iii) how any loan modification criteria would impact particular classes of asset-backed securities holders.

(3) For each servicer described in subsection (1), provide information regarding the servicer’s financial condition to the extent that there is a significant risk that the effect on one or more aspects of servicing resulting from such financial condition could have a material impact on pool performance or performance of the securitized product.

1.8 Trustees

If the issuer is structured as a trust, identify the trustee and describe the following:

(a) the trustee’s form of organization;

(b) the trustee’s prior experience in securitized product transactions involving assets of the type included in the securitized product transaction that is the subject of the current disclosure;

(c) the trustee’s duties and responsibilities regarding the securitized products under the applicable governing documents and under applicable law;

(d) any actions that would be required by the trustee upon an event of default, potential event of default, or other breach of a covenant in a transaction agreement, including any required notice to investors, a rating agency, or other person or company;

(e) how potential events of default are defined;


April 1, 2011 (2011) 34 OSCB 3840

(f) any required percentage of a class or classes of securitized products that is needed to require the trustee to take action upon an event of default, potential event of default, or other breach of a transaction covenant;

(g) any limitations on the trustee’s liability under a transaction agreement;

(h) any indemnification provisions that entitle the trustee to be indemnified from the cash flow that would otherwise be used to pay the securitized products;

(i) any contractual provision or understanding regarding the trustee’s removal, replacement or resignation, as well as how the expenses associated with changing from one trustee to another trustee will be paid.

1.9 Any other party with a material role

If the securitized product transaction involves an additional party including, without limitation, a custodian, intermediate transferor or liquidity provider in the secondary market, identify that additional party if its role in the securitized producttransaction that is the subject of the current disclosure or in respect of the pool assets is material.

For each material additional party, describe the following:

(a) its role and function in the securitized product transaction;

(b) its experience in relation to similar asset pools and securitized product transactions;

(c) the material terms of any agreement with that party regarding the securitized product transaction or the securitized products being distributed.

1.10 Affiliates and certain relationships and related transactions


(a) whether, and how, any persons or companies for which disclosure has been provided under Items 1.2 to 1.9 are affiliated to one another;

(b) the general character of any business relationship, agreement or understanding, other than the securitized product transaction itself, between two or more persons or companies for which disclosure has been provided under Items 1.2 to 1.9, or any affiliate of those persons or companies, if the business relationship, agreement or understanding satisfies all of the following:

(i) it is related to the securitized products being distributed or the pool assets;

(ii) it is currently existing or existed during the two years before the date of the prospectus;

(iii) it is entered into outside the ordinary course of business, or on terms other than would be obtained in an arm’s length transaction with an unrelated party;

(iv) it is material to an investor’s understanding of the securitized products being distributed.

(c) any material relationship involving or relating to the securitized product transaction or the pool assets, including the material terms and approximate amount involved, between two or more persons or companies for which disclosure has been provided under Items 1.2 to 1.9, or any affiliate of those persons or companies, that currently exists or that existed during two years before the date of the prospectus, including any of the following:

(i) a loan agreement;

(ii) a repurchase agreement to finance the acquisition or origination of pool assets;

(iii) a servicing agreement;

(d) whether any person or company for which disclosure has been provided under Items 1.2 to 1.9, or any affiliate of the person or company, is engaged in, or has in the 12 months before the date of the prospectus been engaged in, any transaction that would involve or result in any material conflict of interest with respect to any investor in the securitized products being distributed.


April 1, 2011 (2011) 34 OSCB 3841

Item 2 – Significant obligors of pool assets

An “obligor” is a person or company who is directly or indirectly committed by contract or other arrangement to make payments on all or part of the obligations on a pool asset.

A “significant obligor” is any of the following:

(a) An obligor or a group of affiliated obligors on any pool asset or group of pool assets that collateralizes one or more series or classes of securitized products, if such pool asset or group of pool assets represents 10% or more of the asset pool;

(b) A single property or group of related properties securing a pool asset or a group of pool assets that collateralizes one or more series or classes of securitized products, if such pool asset or group of pool assets represents 10% or more of the asset pool;

(c) A lessee or group of affiliated lessees if the related lease or group of leases represents 10% or more of an asset pool that collateralizes one or more series or classes of securitized products;

(1) Identify each significant obligor as of the cut-off date of the securitized product transaction, and describe the following:

(a) its form of organization;

(b) the general character, history and development of its business;

(c) any adverse financial developments since the date of its most recent financial statements;

(d) the nature of the concentration of the pool assets with the obligor;

(e) the material terms of the pool assets and each agreement with the obligor involving the pool assets.

(2) If the pool assets relating to a significant obligor represent 10% or more, but less than 20% of the asset pool, provide the following information:

(a) for a significant obligor other than a significant obligor described in paragraph (b) of the definition of significant obligor, provide all of the following:

(i) the selected annual financial information required by Item 1.3 of Form 51-102F1;

(ii) the same selected financial information for any subsequent interim period that ended more than 60 days before the date of the prospectus.

(b) for a significant obligor described in paragraph (b) of the definition of significant obligor, provide all of the following:

(i) net operating income for the periods specified in Item 1.3 of Form 51-102F1;

(ii) net operating income for any subsequent interim period that ended more than 60 days before the date of the prospectus.

(3) If the pool assets relating to a significant obligor represent 20% or more of the asset pool, provide the financial statements of the significant obligor that would be prescribed under securities legislation and described in the form of prospectus that the significant obligor would be eligible to use at the date of the prospectus, if the significant obligor was distributing securities under a prospectus.

(4) Subsections (2) and (3) do not apply to a significant obligor whose obligations in respect of the pool assets are guaranteed by the Government of Canada.

(5) If a significant obligor is an issuer of securitized products, and the applicable pool assets are securitized products, provide the disclosure set out in Items 1 to 10 of this Form in respect of the significant obligor and the securitized products that are part of the pool assets as if the significant obligor were the issuer.


April 1, 2011 (2011) 34 OSCB 3842

Item 3 – Pool assets

3.1 General information regarding pool asset types and selection criteria


(a) each type of pool asset that will be securitized, including a general description of the material terms of the pool assets;

(b) the method and criteria used by each originator to originate the assets in the pool, or by each sponsor to select the pool assets to be purchased for the pool, and any changes to the method or criteria and whether the method or criteria can be modified or overridden;

(c) any exceptions to the criteria in paragraph (b), including a quantification of such exceptions;

(d) the origination channel and origination process for the pool assets, including:

(i) information about how the originator acquired the asset;

(ii) the level of origination documentation that was required;

(e) the cut-off date or similar date for establishing pool compositions;

(f) any specific due diligence performed on the selection of the pool assets, including verification and risk assurance practices that have been performed by the arranger, sponsor or originator;

(g) the jurisdiction whose laws and regulations govern the pool assets and the effects of any relevant legal or regulatory provisions that may materially affect pool performance or payments or expected payments on the securitized products ;

(h) whether the pool assets have been reviewed for compliance with selection criteria or are the subject of a report by a third party to verify the accuracy of the loan or other asset information disclosed in the prospectus;

(i) if the pool assets have been reviewed for compliance or are the subject of a report by a third party, the identity of the reviewer or third party, the scope of the review or report, and the results or findings of the review or report.

3.2 Pool characteristics

(1) Provide an introductory overview of the material pool characteristics that includes:

(a) the methodology used in determining or calculating the characteristics;

(b) a description of any terms or abbreviations used.

(2) Describe the material characteristics of the pool assets, including, to the extent applicable:

(a) the legal nature of each type of pool asset;

(b) the number of each type of pool asset;

(c) the original balance and outstanding balance or other reasonable measurement of pool asset size, at date of origination, and as of the designated cut-off date;

(d) interest rate or rate of return;

(e) any cap or floor on interest rates;

(f) any significant instalment at loan maturity;

(g) any increased instalment rate;

(h) capitalized or uncapitalized accrued interest;


April 1, 2011 (2011) 34 OSCB 3843

(i) age, maturity, expiry date, remaining term, average life, current payment or prepayment speed, applicable payment grace periods and pool factors;

(j) service distribution, if different servicers service different pool assets;

(k) amortization period;

(l) loan purpose;

(m) loan status;

(n) average payment rate of receivables;

(o) for revolving financial assets, information about:

(i) the monthly payment rate;

(ii) maximum credit lines;

(iii) average account balance;

(iv) yield percentage;

(v) type of assets;

(vi) finance charges, fees and other income earned;

(vii) balance reductions granted for refunds, returns, fraudulent charges or other

reasons;

(viii) percentage of full-balance and minimum payments made.

(p) for an asset pool containing one or more commercial mortgages, the following information, to the extent material:

(i) For each commercial mortgage:

(A) The location and present use of each mortgaged property.

(B) Net operating income and net cash flow information, as well as the components of net operating income and net cash flow, for each mortgaged property.

(C) Current occupancy rates for each mortgaged property.

(D) The identity, area occupied by and lease expiration dates for the three largest tenants at each mortgaged property.

(E) The nature, amount and priority of all other material mortgages, liens or encumbrances against each mortgaged property.

(ii) For each commercial mortgage that represents, by dollar value, 10% or more of the asset pool, measured as of the cut-off date:

(A) Any proposed program for the renovation, improvement or development of the mortgaged properties, including the estimated cost of the program and the method of financing to be used.

(B) The general competitive conditions to which the properties are or may be subject.

(C) The management of the properties.


April 1, 2011 (2011) 34 OSCB 3844

(D) The occupancy rate expressed as a percentage for each of the five years before the date of the prospectus.

(E) The principal business, occupations and professions carried on in, or from the properties.

(F) The number of tenants occupying 10% or more of the total rentable square footage or meterage of such properties, the principal nature of business of each such tenant, and the principal provisions of the leases with those tenants including, but not limited to: rental per annum, expiration date, and renewal options.

(G) The average effective annual rental per square foot, square meter or unit for each of the three years prior to the date of the prospectus and the year to date for the year in which the prospectus dated.

(H) The lease expirations, in the form of a schedule, for each of the previous ten years starting with the year in which the prospectus dated, stating:

1. The number of tenants whose leases will expire.

2. The total area in square feet or square meters covered by such leases.

3. The annual rental represented by such leases.

4. The percentage of gross annual rental represented by such leases.

(q) whether pool assets are secured or unsecured, and if secured, the type of collateral;

(r) information about the collateral underlying the loans in the pool, including:

(i) the type or use of the underlying property, product or other collateral;

(ii) loan-to-value ratio;

(iii) the existence of insurance for real estate;

(iv) if a valuation has been performed on the collateral, who performed the valuation, when it was performed or updated, and the standard used in measuring the valuation;

(s) credit score of obligors and other information regarding obligor credit quality;

(t) billing and payment procedures, including frequency of payment, payment options, fees, charges and origination or payment incentives;

(u) geographic distribution of the pool assets, including any economic or other factors specific to any jurisdiction, region or sector where a significant portion of the pool assets are or will be located that may materially impact the pool assets or cash flows from the pool assets;

(v) priority on collateral in event of default.

3.3 Delinquency and loss information

“Delinquent”, for purposes of determining if an asset in a pool that collateralizes one or more series or classes of securitizedproducts is delinquent, means a pool asset that is more than 30 or 31 days or a single payment cycle, as applicable, past due from the contractual due date, as determined in accordance with any of the following:

(a) the transaction agreements for the securitized products;

(b) the delinquency recognition policies of the sponsor, any affiliate of the sponsor that originated the pool asset, or the servicer of the pool asset;

(c) the delinquency recognition policies applicable to that pool asset established by the regulator primarily responsible for supervising the financial condition of the sponsor, any affiliate of the sponsor that originates the pool asset, or the servicer of the pool asset, or established by the program or regulator that oversees the program under which the pool asset was originated;


April 1, 2011 (2011) 34 OSCB 3845

“Non-performing”, for purposes of determining if a pool asset that backs one or more series or classes of securitized products isnon-performing, means a pool asset if any of the following is true:

(a) the pool asset would be treated as wholly or partially charged-off under the requirements in the transaction agreements for the securitized products;

(b) the pool asset would be treated as wholly or partially charged-off under the charge-off policies of the sponsor, an affiliate of the sponsor that originates the pool asset, or a servicer that services the pool asset;

(c) the pool asset would be treated as wholly or partially charged-off under the charge-off policies applicable to such pool asset established by the regulator primarily responsible for supervising the financial condition of the sponsor, an affiliate of the sponsor that originates the pool asset, or a servicer that services the pool asset, or established by the program or regulatory entity that oversees the program under which the pool asset was originated;

Provide the following information on delinquencies and losses on the asset pool for each pool asset type as of the cut-off datefor the securitized product transaction, or in the case of a master trust, the date specified in the prospectus:

(a) delinquency experience in 30 or 31 day increments, as applicable, beginning at least with assets that are 30 or 31 days delinquent, as applicable, through the point that assets are written off or charged off as uncollectable;

(b) the total amount of delinquent and non-performing assets as a percentage of the aggregate asset pool;

(c) other significant loss and cumulative loss information;

(d) how delinquencies and non-performance are defined or determined, including whether the criteria used for such definition or determination can be modified or overridden, and whether they are consistent with market practice;

(e) other material information regarding delinquencies, losses and non-performance particular to the pool asset type, including to the extent applicable information regarding:

(i) repossession;

(ii) foreclosure;

(iii) renegotiation or modification of terms.

3.4 Sources of pool cash flow

If the cash flows that support the securitized products come from more than one source, such as both lease payments and the sale of the residual asset at the end of a lease, describe:

(a) the specific sources of funds and their uses, including the relative amount and percentage of funds that will be derived from each source;

(b) any assumptions, data, models and methodology used to derive the amounts in paragraph (a).

3.5 Representations and warranties and repurchase obligations

(1) Summarize any representation and warranty made concerning the pool assets by each sponsor, originator or any other party, including an affiliate of the foregoing, in connection with the securitized product transaction, and briefly describe the remedies available if a representation and warranty is breached. State whether there is any representation and warranty relating to fraud in the origination of the pool assets.

(2) If material, for each originator and affiliate of the originator that is required to repurchase or replace a pool asset forbreach of a representation and warranty pursuant to the transaction agreements, provide the following disclosure on a pool-by-pool basis for each of the three years prior the date of the prospectus, but only in respect of pool assets of the same class as those collateralizing the securitized products being distributed, and that were securitized in connection with a distribution of securitized products under a prospectus:


April 1, 2011 (2011) 34 OSCB 3846

(a) the amount of pool assets that the originator or an affiliate of the originator originated that were the subject of demands to repurchase or replace for a breach of a representation and warranty pursuant to the transaction agreements;

(b) the amount of pool assets described in paragraph (a) in respect of which the demands were resolved, and the nature of the resolution;

(c) the amount of pool assets described in paragraph (a) in respect of which the demands were not resolved, and the status of the demands as of a date that is not more than 60 days before the date of the prospectus;

(d) where the originator rejected a demand to repurchase or replace pool assets on the basis that the assets did not violate a representation and warranty concerning the pool assets, whether an opinion of a third party not affiliated with the originator had been furnished to the trustee or issuer that confirmed that the assets did not violate the representation and warranty.

(3) If material, for each party that is required to repurchase or replace a pool asset for breach of a representation and warranty pursuant to the transaction agreements, provide the following disclosure on a pool-by-pool basis for each of the three years prior the date of the prospectus, but only in respect of pool assets of the same class as those collateralizing the securitized products being distributed, and that were securitized in connection with a distribution of securitized products under a prospectus:

(a) the amount of pool assets that were the subject of demands to repurchase or replace for a breach of a representation and warranty pursuant to the transaction agreements;

(b) the amount of pool assets described in paragraph (a) in respect of which the demands were resolved, and the nature of the resolution;

(c) the amount of pool assets described in paragraph (a) in respect of which the demands were not resolved, and the status of the demands as of a date that is not more than 60 days before the date of the prospectus;

(d) where the party rejected a demand to repurchase or replace pool assets on the basis that the assets did not violate a representation and warranty concerning the pool assets, whether an opinion of a third party not affiliated with the originator had been furnished to the trustee or issuer that confirmed that the assets did not violate the representation and warranty.

(4) Provide information regarding the financial condition of any party with a repurchase or replacement obligation, to the extent that there is a significant risk that the party’s financial condition could have a material impact on its ability to comply with the provisions relating to the repurchase or replacement obligations

3.6 Claims on pool assets

(1) Disclose if any parties other than the securitized products holders have a material direct or contingent claim on any pool assets.

(2) Describe any material cross-collateralization or cross-default provisions relating to the pool assets.

3.7 Revolving periods and prefunding accounts

(1) For a securitized product transaction that contemplates a prefunding or revolving period, describe the following:

(a) the term or duration;

(b) the aggregate amounts and percentages of the pool assets involved;

(c) the triggers that would limit or terminate such period.

(d) how pool assets may be added, removed or substituted;

(e) the acquisition or underwriting criteria for additional pool assets;

(f) the identity of any party that makes determinations in respect of changes to the asset pool;

(g) any minimum requirement to add or remove pool assets;


April 1, 2011 (2011) 34 OSCB 3847

(h) the procedures and standards for temporary investment of funds pending use;

(i) whether and how an investor would be notified of any changes to the asset pool.

3.8 Modification of terms

Describe any provisions in the transaction agreements governing the modification of the terms of any pool asset, including how modification may affect cash flows from the pool assets or payments on the securitized products being distributed.

Item 4 – Static pool information

4.1 General

(1) Provide static pool information if it would be material.

(2) If static pool information is provided, provide an introductory overview of the information including:

(a) the methodology used in determining or calculating the characteristics of the static pool;

(b) a description of any terms or abbreviations used;

(c) a description of how the assets in the static pool differ from the pool assets underlying the securitized products;

(d) an explanation of material trends.

(3) If no static pool information is provided, explain why no static pool disclosure is included. If alternative disclosure isincluded, explain why the alternative disclosure provides more useful information to a prospective investor in understanding and analyzing the securitized product.

4.2 Amortizing asset pools

(1) For amortizing asset pools, if material, provide static pool information regarding delinquencies, cumulative losses and prepayments in respect of the following:

(a) for a sponsor with three or more years experience securitizing assets of the type included in the current securitized product transaction, each prior pool of such assets securitized within the last five years;

(b) for a sponsor with less than three years experience securitizing assets of the type included in the current securitized product transaction, such assets by vintage origination year for the period the sponsor has been originating or purchasing such assets.

(2) Provide delinquency, cumulative loss and prepayment information for each prior pool or vintage origination year disclosed under paragraph (1) over the life of the prior pool or vintage origination year. Present delinquency and loss information in the manner set out in Item 3.3.

(3) Provide the following summary information for the original characteristics of each prior pool or vintage origination year disclosed under paragraph (1), if material and applicable:

(a) debt-to-income ratio;

(b) number of pool assets;

(c) original pool balance;

(d) weighted average original pool balance;

(e) weighted average interest or note rate;

(f) weighted average original term;

(g) weighted average remaining term;


April 1, 2011 (2011) 34 OSCB 3848

(h) weighted average and minimum and maximum standardized credit score or other applicable measure of obligor credit quality;

(i) product type;

(j) loan purpose;

(k) loan-to-value information;

(l) distribution of assets by loan or note rate;

(m) geographic distribution of assets.

4.3 Revolving asset master trusts

For revolving asset master trusts, provide the following information in appropriate separate increments based on the date of origination of the pool assets, if material and applicable:

(a) delinquencies;

(b) cumulative losses;

(c) prepayments;

(d) payment rate;

(e) yield;

(f) standardized credit score or other applicable measure of obligor credit quality;

(g) average payment term;

(h) the percentage of assets originated by each obligor.

Item 5 – Description of the securitized products

Describe each securitized product being distributed, including:

(a) its type and category;

(b) how principal and interest on each class of securitized products is calculated and payable;

(c) amortization;

(d) performance or similar triggers or effects, and their effects on the securitized product transaction if triggered;

(e) overcollateralization, cross-default or cross-collateralization provisions;

(f) voting requirements to amend the transaction agreements or other relevant documents;

(g) minimum standards, restrictions or suitability requirements regarding ownership of the securitized product.

Item 6 – Retention of the securitized products

Disclose whether any person or company for which disclosure has been provided under Items 2 to 1.9, including any affiliate of such person or company, is retaining a portion of a tranche or tranches, and if so, specify the amount retained for each tranche.State whether that person or company has directly or indirectly hedged, or taken any other action, that seeks to transfer in wholeor in part the credit risk associated with a retained portion.


April 1, 2011 (2011) 34 OSCB 3849

Item 7 – Structure of the transaction

7.1 Flow of funds

Describe the material features and assumptions of the flow of funds for the securitized product transaction, including:

(a) payment allocations, rights and distribution priorities among all classes and within each class of securitized products, with respect to:

(i) cash flows;

(ii) credit enhancement;

(iii) any other structural features in the transaction;

(b) any requirements directing cash flows, such as reserve accounts or cash collateral accounts, and the purpose and operation of those requirements.

7.2 Distribution frequency and cash maintenance

Disclose:

(a) the frequency of the distribution dates for the securitized product;

(b) the collection periods for the pool assets;

(c) any arrangement for cash held pending use, including the length of time that cash will be held pending a distribution to a holder of a securitized product;

(d) the identity of the parties with access to cash balances and the authority to make decisions regarding their investment and use.

7.3 Fees and expenses

(1) Describe the following:

(a) all fees and expenses to be paid or payable out of the cash flows from the pool assets;

(b) each party that is receiving such fees or expenses, and the general reasons for the receipt;

(c) the source of funds for such fees or expenses, if different from other fees or expenses or if such fees or expenses are to be paid from a specified portion of the cash flows;

(d) the distribution priority of such fees or expenses;

(e) if the amount of fees or expenses is not fixed, the formula used to determine the amounts payable.

(2) Provide any additional information necessary to help investors understand the timing and amount of the fees or expenses, including:

(a) any restrictions or limits;

(b) whether and how fees or expenses could change in certain circumstances;

(c) whether and how fees or expenses could be changed without notice to, or approval by, securitized products holders;

(d) any restrictions on the ability to change a fee or expense amount, such as due to a change in transaction party.


April 1, 2011 (2011) 34 OSCB 3850

7.4 Excess cash flow


(a) the disposition of residual or excess cash flows;

(b) the identity of any person or company who owns any residual or retained interests in the cash flows and who also satisfies either of the following:

(i) is affiliated with, any person or company for which disclosure has been provided under Items 1.2 to 1.9;

(ii) has rights that may alter the transaction structure beyond receipt of residual or excess cash flows;

(c) any requirements to maintain a minimum amount of excess cash flow or spread from, or retained interest in, the transaction and the effects on the transaction if the requirements are not met;

(d) if material, any arrangements to facilitate a securitization of the excess cash flow or retained interest from the securitized product transaction, including whether any material changes to the transaction structure may be made without the consent of the holders of the securitized products in connection with such securitization;

(e) any conditions on the payment of excess cash flows, such as priority in payment to certain tranches;

(f) any investment policies and restrictions in respect of residual or excess cash flows.

7.5 Master trusts

If one or more additional series or classes of securitized products have been or may be issued that are backed by the same asset pool backing the securitized products being distributed, describe the additional securities, providing all material information including the following:

(a) the relative priority of the additional securities to the securities being distributed and their respective rights to the underlying pool assets and their cash flows;

(b) the allocations of cash flow from the asset pool and any expenses or losses among the various series or classes;

(c) the terms under which additional series or classes may be issued and pool assets increased or changed;

(d) the terms of any required security holder approval or notification of such additional securities;

(e) which party has the authority to determine whether such additional securities may be issued;

(f) if there are conditions to an issuance of such additional securities, whether or not there will be an independent verification of the exercise of authority or determinations made by the party in paragraph (e).

7.6 Optional or mandatory redemption or termination

If any class of the securitized products includes an optional or mandatory redemption or termination feature, describe the following:

(a) the terms for triggering the redemption or termination;

(b) the identity of any person or company who holds the redemption or termination option or obligation, and whether that person or company is affiliated with any person or company for which disclosure has been provided under Items 1.2 to 1.9;

(c) the amount of the redemption or repurchase price;

(d) the redemption or termination procedures, including any notices required to be provided to holders of the securitized products.


April 1, 2011 (2011) 34 OSCB 3851

7.7 Prepayment, maturity and yield considerations


(a) any material models used to identify cash flow characteristics with respect to the pool assets, including a description of material assumptions and limitations;

(b) if material, the degree to which each class of securitized products is sensitive to changes in the rate of payment on the pool assets and the consequences of such changing rate of payment, including provision of statistical information about such consequences such as the effect of prepayments on yield and weighted average life.

(c) any special allocations of prepayment risks among the classes of securities and whether any class protects other classes from the effects of the uncertain timing of cash flow with respect to the pool assets.

Item 8 – Credit enhancement and other support, excluding certain derivative instruments

(1) Describe any material external credit enhancement or other support intended to ensure that the securitized products or pool assets will pay in accordance with their terms in the normal course, including:

(a) any bond insurance, letters of credit or guarantees;

(b) any liquidity facilities, lending facilities, guaranteed investment contracts or minimum principal payment agreements;

(c) any derivatives that provide insurance against losses on the assets in the pool.

(2) Describe any material internal credit enhancement or other support that is a result of or is part of the structure of the transaction, and that is intended to increase the likelihood that payments will be made on one or more classes of the securitized products in accordance with their terms in the normal course, including:

(a) subordination provisions;

(b) overcollateralization;

(c) reserve accounts;

(d) cash collateral accounts or spread accounts;

(e) transactions in which receivables may be purchased at a discount or on a deferred basis.

(3) For each credit enhancement or other support, describe the following:

(a) any limits on the timing or amount of the enhancement or support;

(b) any conditions that must be met before the enhancement or support can be used;

(c) any provisions regarding the substitution of the enhancement or support.

(4) Identify each entity or group of affiliated entities that provides credit enhancement or other support and is liable or contingently liable to provide payments representing 10% or more of the cash flow supporting one or more classes of securitized products being distributed, and describe:

(a) its form of organization;

(b) the general character of its business.

(5) If any entity or group of affiliated entities that provides credit enhancement or other support is liable or contingently liable to provide payments representing 10% or more, but less than 20%, of the cash flow supporting one or more classes of securitized products being distributed, provide all of the following:

(a) the selected annual financial information required by Item 1.3 of Form 51-102F1;


April 1, 2011 (2011) 34 OSCB 3852

(b) the same selected financial information for any subsequent interim period that ended more than 60 days before the date of the prospectus.

(6) If any entity or group or affiliated entities that provide credit enhancement or other support is liable or contingently liable to provide payments representing 20% or more of the cash flow supporting a class or series of securitized products being distributed, provide the financial statements of the entity or group of affiliated entities that would be prescribed under securities legislation and described in the form of prospectus that the entity or group would be eligible to use at the date of the prospectus, if the entity or group was distributing securities under a prospectus.

Item 9 – Certain derivative instruments

(1) For each derivative instrument used to alter the payment characteristics of the payments made on the securitized products, and the primary purpose of which is not to provide credit enhancement or other support as described in Item 8, provide the following information:

(a) the identity of the derivative counterparty;

(b) its form of organization;

(c) the general character of its business;

(d) the operation and material terms of the derivative instrument, including any limits on the timing or amount of payments or any conditions to payments;

(e) the minimum requirements regarding the counterparty;

(f) any material provisions regarding termination or substitution of the derivative instrument;

(g) the significance percentage.

(2) For purposes of paragraph (1)(g), the “significance percentage” is the percentage referred to in paragraph (b) calculated as follows:

(a) determine the financial significance of the derivative instrument using a reasonable good faith estimate of the maximum probable exposure of the derivative counterparty that is made in substantially the same manner as that used in the sponsor’s internal risk management process in respect of similar instruments;

(b) determine the percentage that the amount in paragraph (a) represents of the aggregate principal balance of the pool assets, or, if the derivative instrument relates only to certain classes of securitized products, of the aggregate principal of those classes.

(3) If the aggregate significance percentage for one or more derivative instruments for which any entity or group of affiliated entities is acting as a derivative counterparty is 10% or more, but less than 20%, provide all of the following:

(a) the selected annual financial information specified by Item 1.3 of Form 51-102F1;

(b) the same selected financial data for any subsequent interim period that ended more than 60 days before the date of the prospectus.

(4) If the aggregate significance percentage for one or more derivative instruments for which any entity or group of affiliated entities is acting as a derivative counterparty is 20% or more, provide the financial statements for that entity or group of affiliated entities that would be prescribed under securities legislation and described in the form of prospectus that the entity or group would be eligible to use at the date of the prospectus, if the entity or group was distributing securities under a prospectus.

Item 10 – Credit ratings

Disclose the following:

(a) whether the issuance or sale of any securitized products being distributed is conditioned on the assignment of a credit rating by one or more credit rating agencies;


April 1, 2011 (2011) 34 OSCB 3853

(b) the identity of each credit rating agency that will be used and the minimum rating that must be assigned as a condition of the securitized product transaction;

(c) any arrangements to have the rating assigned be monitored while the securitized products are outstanding;

(d) if a credit rating agency used in connection with the securitized product transaction has undertaken an analysis of market risks that may have an impact on the credit rating, such as changes in interest rates or prepayment risk, the nature of the market risk that the credit rating agency has identified;

(e) the name of each credit rating agency whose rating is disclosed and the definition or description of the category in which the class of securities was rated;

(f) any preliminary credit rating obtained by a sponsor or arranger for any class of the securitized products being distributed;

(g) whether any credit rating agency has refused to assign a credit rating to a class of securitized products being distributed, and the reasons for refusal if it is related to the structure or the financial viability of the securitized product transaction.

Item 11 – Reports

Describe the following reports or documents that relate to the securitized products:

(a) each report or other document to be provided to holders of the securitized products being distributed that is required under the transaction agreements, including provision of the following information:

(i) the information that will be contained in the report or other document;

(ii) the schedule and manner of distribution or other availability;

(iii) the entity or entities that will prepare and provide the report or other document;

(iv) whether the report or other document will be available to the public on a Web site, and if so, how to access the Web site and the report or other document;

(v) whether one or more parties to the securitized product transaction will provide electronic or paper copies of the reports or documents without charge upon request.

(b) any report or other document to be filed with a securities regulatory authority, including an explanation of how the public can access the report or other document.

Item 12 – Legal proceedings and regulatory actions

Provide the disclosure required by Item 23 (Legal Proceedings and Regulatory Actions) of Form 41-101F1 for each party for which disclosure has been provided under Items 1.2 to 1.9.


April 1, 2011 (2011) 34 OSCB 3854

Schedule B Proposed CD Rule and Proposed Certification Amendments

PROPOSED NATIONAL INSTRUMENT 51-106 CONTINUOUS DISCLOSURE REQUIREMENTS FOR SECURITIZED PRODUCTS

PART 1 INTERPRETATION AND APPLICATION

1. Interpretation

Terms defined in the following Instruments and used in this Instrument have the respective meanings ascribed to those terms in those Instruments:

(a) National Instrument 41-101 General Prospectus Requirements;

(b) National Instrument 41-103 Supplementary Prospectus Requirements for Securitized Products;

(c) National Instrument 44-101 Short Form Prospectus Distributions;

(d) National Instrument 44-102 Shelf Distributions;

(e) National Instrument 51-102 Continuous Disclosure Obligations;

(f) National Instrument 52-108 Auditor Oversight.

2. Application

This Instrument applies to a reporting issuer that has issued a securitized product that is outstanding.

PART 2 CONTINUOUS DISCLOSURE FOR REPORTING ISSUERS OF SECURITIZED PRODUCTS

3. Application

(1) This Part does not apply to a reporting issuer in respect of a covered bond that it has issued.

(2) This Part does not apply to a mortgage investment entity in respect of a security that it has issued that is not a debt security.

4. Payment and performance report for securitized products – Form 51-106F1

(1) A reporting issuer must file a report that contains the information required by Form 51-106F1 for securitized products of a series or class that are outstanding no later than 15 days after each payment date specified by a transaction agreement.

(2) Despite subsection (1), a reporting issuer is not required to complete a part of Form 51-106F1 that is inapplicable due to one or more attributes of the securitized product or the structure of the securitized product transaction under which the securitized product is issued.

(3) Subsection (1) does not apply in respect of a securitized product if all the following conditions are met:

(a) none of the disclosure required by Form 51-106F1 is applicable due to one or more attributes of the securitized product or the structure of the securitized product transaction under which the securitized product was issued;

(b) the reporting issuer complies with both of the following:

(i) the reporting issuer files a report that contains all information regarding the payment and performance of the securitized product that would be material to an investor;

(ii) the reporting issuer files the report described in subparagraph (b)(i) no later than 15 days after each payment date specified by a transaction agreement.


April 1, 2011 (2011) 34 OSCB 3855

(4) A report filed under subsection (1) must be signed by one of the following on behalf of the reporting issuer:

(a) an authorized officer of the servicer, or if multiple servicers are used, the master servicer;

(b) an individual who performs functions similar to a chief executive officer or a chief financial officer of the reporting issuer.

5. Report of significant events relating to securitized products – Form 51-106F2

(1) If an event described in subsection (2) occurs in respect of a reporting issuer, the reporting issuer must do both of the following:

(a) immediately issue and file a news release authorized by an executive officer disclosing the event;

(b) as soon as practicable, and in any event no later than two business days after the date on which the event occurs, file a Form 51-106F2 with respect to the event.

(2) For purposes of subsection (1), the events are:

(a) a failure to make payment to holders of outstanding securitized products on a payment date specified by a transaction agreement;

(b) a change of servicer, trustee of the reporting issuer or trustee for outstanding securitized products;

(c) a termination of, or change to, any existing credit enhancement or other support relating to outstanding securitized products, that would be material to an investor, other than by expiration of the agreement on its stated termination date or as a result of all parties completing their obligations under such agreement;

(d) the addition of any material credit enhancement or support relating to outstanding securitized products;

(e) the bankruptcy or receivership of a sponsor, a depositor, a servicer, a trustee of the reporting issuer, a trustee for outstanding securitized products, a significant obligor, a provider of any material credit enhancement or other support relating to outstanding securitized products, or any other material party to a securitized product transaction under which outstanding securitized products were issued;

(f) an early amortization, performance trigger or other event, including an event of default, as specified in a transaction agreement, that would materially alter the payment priority or distribution of cash flows relating to outstanding securitized products or the amortization schedule for the securitized products;

(g) a difference of 5% or more occurring in a material pool characteristic of an asset pool for outstanding securitized products from the time of issuance of the securitized products, other than as a result of the pool assets converting into cash in accordance with their terms;

(h) a change in the sponsor’s interest in outstanding securitized products that would be material to an investor;

(i) a change in the credit rating of outstanding securitized products;

(j) a change in the credit rating of a significant obligor;

(k) the entry into, or amendment or termination of, an agreement that is material to a securitized product transaction under which outstanding securitized products were issued;

(l) any event that results in a material modification to the rights of holders of outstanding securitized products;

(m) any other event that affects payment or pool performance that would be material to an investor.


April 1, 2011 (2011) 34 OSCB 3856

(3) A report filed under paragraph (1)(b) must be signed by one of the following on behalf of the reporting issuer:

(a) an authorized officer of the servicer, or if multiple servicers are used, the master servicer;

(b) an individual who performs functions similar to a chief executive officer or a chief financial officer of the reporting issuer.

(4) Despite subsection (1), a reporting issuer satisfies its obligations under subsection (1) if the reporting issuer issues a news release and files a material change report in respect of the event pursuant to subsection 7.1(1) of National Instrument 51-102 Continuous Disclosure Obligations, and the material change report complies with all of the following:

(a) the material change report contains the disclosure required by Form 51-106F2;

(b) the material change report is filed no later than two business days after the date of the event;

(c) the material change report is signed by one of the following on behalf of the reporting issuer:

(i) an authorized officer of the servicer, or if multiple servicers are used, the master servicer;

(ii) an individual who performs functions similar to a chief executive officer or chief financial officer of the reporting issuer.

6. Annual servicer report

(1) This section applies to each servicer that engaged in servicing activities relating to more than 5% of the pool assets collateralizing securitized products of a series or class that are outstanding during the financial year covered by the annual financial statements and annual MD&A filed by the reporting issuer.

(2) Each servicer must do all of the following:

(a) identify each servicing standard in Appendix A of this Instrument that, in the servicer’s reasonable opinion, is applicable, or was previously applicable, to any servicing activities it undertook during the reporting issuer’s most recently completed financial year;

(b) assess its compliance during the reporting issuer’s most recently completed financial year with the applicable servicing standards it identified in paragraph (a);

(c) prepare a report containing the information required by subsection (3);

(d) provide the report in paragraph (c) to the reporting issuer for the reporting issuer to file in accordance with subsection (4).

(3) Each report prepared by a servicer under paragraph (2)(c) must do all of the following:

(a) state that the servicer is required under this Instrument to assess its compliance with the servicing standards in Appendix A of this Instrument;

(b) state each applicable servicing standard in Appendix A of this Instrument that the servicer identified pursuant to paragraph (2)(a);

(c) for each applicable servicing standard, state whether the servicer complied with the standard during the reporting issuer’s most recently-completed financial year, and describe any significant instance of non-compliance identified by the servicer, including any significant instance of non-compliance that occurred during the financial year that has been rectified at the time the report is prepared;

(d) identify the period covered by the report.

(4) A reporting issuer must file each report provided to it pursuant to paragraph (2)(d) by the later of the dates on which it is required to file the following:

(a) its AIF if it is required to file an AIF under National Instrument 51-102 Continuous Disclosure Obligations;


April 1, 2011 (2011) 34 OSCB 3857

(b) its annual financial statements and annual MD&A.

(5) Each report filed under subsection (4) must be accompanied by a report by a participating audit firm that does all of the following:

(a) expresses an opinion by the participating audit firm on the servicer's assessment of compliance with the applicable servicing standards in Appendix A of this Instrument, or states that an opinion cannot be expressed and if so, why it is unable to express such an opinion;

(b) indicates that the servicer’s assessment of compliance with the applicable servicing standards in Appendix A of this Instrument has been audited in accordance with standards for assurance engagements set out in Canadian GAAS, or standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board;

(c) identifies the period covered by the report.

7. Annual servicer certificate

(1) This section applies to any servicer described in Items 1.7(1)(a), (b) or (c) of Form 41-103F1 Supplementary Information Required in a Securitized Products Prospectus that engaged in servicing activities during the financial year covered by the annual financial statements and annual MD&A filed by the reporting issuer.

(2) Each servicer must provide a reporting issuer with a certificate signed by an authorized officer of the servicer that states all of the following:

(a) the officer has supervised a review of the servicer’s activities and performance under the applicable servicing agreement for the reporting issuer’s most recently completed financial year;

(b) to the best of the officer’s knowledge, based on such review, the servicer has fulfilled all of its obligations under the applicable servicing agreement in all material respects during the financial year, or if the servicer has failed to fulfil any of its obligations in any material respect, states the nature and status of each such failure.

(3) A reporting issuer must file each certificate provided to it pursuant to subsection (2) by the later of the dates on which it is required to file the following:

(a) its AIF if it is required to file an AIF under National Instrument 51-102 Continuous Disclosure Obligations;

(b) its annual financial statements and annual MD&A.

8. Disclosure of breaches by servicer

The annual MD&A must include a discussion of all of the following:

(a) any significant instance of non-compliance with an applicable servicing standard in Appendix A of this Instrument that a servicer has disclosed in a report filed under section 6;

(b) any failure by a servicer to fulfil any of its obligations in any material respect that a servicer has disclosed in a certificate filed under section 7;

(c) the specific pool assets or securitized product to which the disclosure in paragraphs (a) or (b) relates;

(d) any steps taken or intended to be taken to address the non-compliance or non-fulfillment, and the timing of those steps.

PART 3 LANGUAGE OF DOCUMENTS

9. French or English

(1) A person or company must file a document required to be filed under this Instrument in French or in English.

(2) Despite subsection (1), if a person or company files a document only in French or only in English but delivers


April 1, 2011 (2011) 34 OSCB 3858

to securityholders a version of the document in the other language, the person or company must file that other version not later than when it is first delivered to securityholders.

(3) In Québec, a reporting issuer must comply with linguistic obligations and rights prescribed by Québec law.

PART 4 EXEMPTIONS

10. Exemptions

(1) The regulator or, in Québec, the securities regulatory authority may grant an exemption from this Instrument, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption.

(2) Despite subsection (1), in Ontario only the regulator may grant such an exemption.

(3) Except in Ontario, an exemption referred to in subsection (1) is granted under the statute referred to in Appendix B of National Instrument 14-101 Definitions opposite the name of the local jurisdiction.

PART 5 EFFECTIVE DATE

11. Effective date

This Instrument comes in to force on [*].


April 1, 2011 (2011) 34 OSCB 3859

Appendix A Servicing Standards

The following standards are the standards that a servicer must refer to for purposes of section 6 of this Instrument. These standards are not legal obligations under securities legislation, and are intended only to serve as uniform measures against which the servicing of a particular asset pool can be assessed.

A. General servicing considerations

(i) Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.

(ii) If any material servicing activities are outsourced, policies and procedures are instituted to monitor the third party’s performance and execution of such servicing activities in compliance with the transaction agreements.

(iii) Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are complied with.

(iv) A fidelity bond and errors and omissions policy is in effect for the servicer throughout the reporting period in the amountof coverage required by and otherwise in accordance with the terms of the transaction agreements.

B. Cash collection and administration

(i) Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days after receipt, or such other number of days specified in the transaction agreements.

(ii) Payments made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.

(iii) Advances of funds or guarantees regarding collections, cash flows or payments, are made, reviewed and approved as specified in the transaction agreements. Any interest and fees charged for such advances are paid as specified in the transaction agreements.

(iv) The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained as set forth in the transaction agreements.

(v) Each custodial account is maintained at one of the following:

1. a Canadian financial institution as defined in National Instrument 45-106 Prospectus and Registration Exemptions, as amended;

2. a Schedule III bank;

3. a financial institution that is regulated by the laws of a foreign jurisdiction as a bank and that is required by the laws of the foreign jurisdiction to insure its deposits or be subject to a deposit guarantee or protection scheme.

(vi) Unissued checks are safeguarded so as to prevent unauthorized access.

(vii) Reconciliations are prepared on a monthly basis for all securitized products related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations comply with all of the following:

1. they are mathematically accurate;

2. they are prepared within 30 days after the bank statement cut-off date, or such other number of days specified in the transaction agreements;

3. they are reviewed and approved by someone other than the person or persons who prepared the reconciliations;

4. they contain explanations for reconciling items, and these reconciling items are resolved within 90 days of their original identification, or such other number of days specified in the transaction agreements.


April 1, 2011 (2011) 34 OSCB 3860

C. Investor remittances and reporting

(i) Reports to investors, including those to be filed with securities regulatory authorities, are prepared and disseminated inaccordance with the transaction agreements and applicable securities legislation requirements. Specifically, such reports:

1. are prepared in accordance with timeframes and other terms set forth in the transaction agreements;

2. provide quantitative information calculated in accordance with the terms specified in the transaction agreements;

3. are filed with the securities regulatory authorities as required by applicable securities legislation;

4. agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the servicer.

(ii) Amounts due to investors are allocated and remitted in accordance with timeframes, payment priority and other terms set forth in the transaction agreements.

(iii) Amounts remitted to an investor are posted within two business days to the servicer’s investor records, or such other number of days specified in the transaction agreements.

(iv) Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.

D. Pool asset administration

(i) Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents.

(ii) Pool assets and related documents are safeguarded as required by the transaction agreements.

(iii) Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.

(iv) Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the applicable servicer’s obligor records no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents.

(v) The servicer’s records regarding the pool assets agree with the servicer’s records with respect to an obligor’s unpaid principal balance.

(vi) Changes with respect to the terms or status of an obligor’s pool asset (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.

(vii) Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.

(viii) Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements and are updated on at least a monthly basis, or such other period specified in the transaction agreements, and describe the servicer’s activities in monitoring delinquent pool assets including phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).

(ix) Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.

(x) Any funds held in trust for an obligor (such as funds in escrow accounts) are subject to the following procedures:


April 1, 2011 (2011) 34 OSCB 3861

1. such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements;

2. interest on such funds is paid, or credited, to the obligor in accordance with applicable pool asset documents and provincial and territorial laws;

3. such funds are returned to the obligor within 30 days of full repayment of the related pool asset, or such other number of days specified in the transaction agreements.

(xi) Payments on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that any required funds have been received by the servicer at least 30 days prior to these dates, or such other number of days specified in the transaction agreements.

(xii) Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.

(xiii) Payments made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.

(xiv) Delinquencies, charge-offs and uncollectable accounts are recognized and recorded in accordance with the transaction agreements.

(xv) Any external credit enhancement or other support is maintained as set forth in the transaction agreements.

(xvi) Quantitative information that has been aggregated is mathematically accurate and information conveyed by the servicer accurately reflects the information that was obtained by the servicer.


April 1, 2011 (2011) 34 OSCB 3862

Form 51-106F1Payment and Performance Report for Securitized Products

PART 1 GENERAL PROVISIONS

This is the Form required under section 4 of National Instrument 51-106 Continuous Disclosure Requirements for Securitized Products for a report on the payments to investors and performance of outstanding securitized products issued by a reporting issuer.

A single Form may be used to report the payment and performance of outstanding securitized products of different series and classes.

All information required by this Form must be presented in plain language, and tables, graphs, flow charts or other graphical formats must be used if a reasonable investor will be able to better understand the information being provided.

Information that has been provided in another document may be incorporated by reference into this Form so long as that other document is filed by the reporting issuer.

Write the disclosure so that a reasonable investor is able to understand it. Consider both the level of detail provided and the language used in the document. Additional guidance relating to plain language principles may be available in the companion policy to National Instrument 51-102 Continuous Disclosure Obligations. If you use technical terms, explain them in a clear and concise manner.

PART 2 CONTENT

Item 1 Issuer/servicer information

State the full name of the reporting issuer and the address and telephone number of its head office. Include the former name ofthe reporting issuer if its name has changed since the last report. If applicable, state the full name of the servicer or masterservicer and the address and telephone number of the head office of the servicer.

Item 2 Payment and pool performance

(1) Identify each series and class of securitized products covered by this report (the Reported Securities), and the payment period.

(2) For each class and series of Reported Securities, provide all of the following:

(a) all information regarding payment to investors and pool performance for the payment period that would be material to an investor;

(b) information on any significant trends and risks that have affected or may affect pool performance or the performance of the Reported Securities.

(3) Disclose, to the extent applicable, for each series and class of Reported Securities:

(a) applicable record dates, accrual dates, and determination dates for calculating payments to investors and actual payment dates for the payment period;

(b) cash flows received and the sources for payments to investors, fees and expenses, including if applicable, portfolio yield;

(c) calculated amounts and distribution of the flow of funds for the period itemized by type and priority of payment, including:

(i) fees or expenses with an identification of the general purpose of such fees and the party receiving such fees;

(ii) payments accrued or made with respect to credit enhancement or other support;

(iii) principal, interest and other payments accrued and paid on the Reported Securities by type and by class or series and any principal or interest shortfalls or carryovers;


April 1, 2011 (2011) 34 OSCB 3863

(iv) the amount of excess cash flow or excess spread with an identification of how the excess cash flow is disposed of;

(d) beginning and ending principal balances of the Reported Securities;

(e) interest rates applicable to the pool assets and the Reported Securities as applicable, in appropriate distributional groups or incremental ranges;

(f) beginning and ending balances of transaction accounts such as reserve accounts, and significant account activity during the period;

(g) amounts drawn on any credit enhancement or other support and the amount of coverage remaining under such enhancement;

(h) number and amount of pool assets at beginning and end of each payment period, and updated pool composition information including

(i) weighted average coupon;

(ii) weighted average life;

(iii) weighted average remaining term;

(iv) pool factors and prepayment amounts;

(v) for asset-backed securities backed by leases, turn-in rates and residual value realization rates;

(i) delinquency and loss information and any changes to how delinquencies and loss information are calculated or created;

(j) information on the amount, terms and general purpose of any advances made or reimbursed during the period, including the general use of funds advanced and the general source of funds for reimbursements;

(k) any modifications, extensions or waivers to pool asset terms, fees, penalties or payments during the payment period or that have cumulatively become material over time;

(l) breaches of pool asset representations and warranties or transaction covenants;

(m) demands made to a party with an obligation to repurchase or replace pool assets for breach of a representation and warranty concerning the pool assets, including the following information grouped by originator, including an affiliate of the originator:

(i) the amount of pool assets that were the subject of outstanding demands as at the end of the payment period, and the status of those demands;

(ii) the amount of pool assets that were the subject of demands that were resolved during the payment period, and the nature of the resolution;

(iii) where the party with the repurchase or replacement obligation rejected a demand to repurchase or replace pool assets on the basis that there was no breach of a representation and warranty concerning the pool assets, whether an opinion of a third party not affiliated with the party had been furnished to the trustee or issuer that confirmed that there was no breach of a representation and warranty;

(n) information on

(i) ratio, including coverage ratio, or other tests used for determining any early amortization, liquidation or other performance trigger;

(ii) whether a performance trigger was set off;

(o) any new issuance of securitized products backed by the same asset pool;

(p) any pool asset changes, other than in connection with a pool asset converting into cash in accordance with its terms, including


April 1, 2011 (2011) 34 OSCB 3864

(i) additions or removals in connection with a prefunding or revolving period;

(ii) pool asset substitutions and repurchases, and purchase rates, if applicable;

(iii) cash flows available for future purchases, including the balance of any prefunding or revolving accounts, if applicable;

(iv) any changes in the solicitation, credit-granting, underwriting, origination, acquisition or pool asset selection criteria or procedures, as applicable, used to originate, acquire or select the new pool assets that would be material to an investor;

(q) the disclosure required by Items 1.5 (Originator), 2 (Significant obligors of pool assets) and 3 (Pool assets) of Form 41-103F1 Supplementary Information Required in a Securitized Products Prospectus, if following a prefunding or revolving period or as a result of a new issuance of securitized products backed by the same pool under a master trust structure, there is any significant change in respect of such disclosure that has not already been disclosed in a previously-filed prospectus or in a previously-filed report using Form 51-106F1.

Item 3 Legal proceedings

For each party described in Item 1(Parties with significant functions and responsibilities) of Form 41-103F1 Supplementary Information Required in a Securitized Products Prospectus, describe the following to the extent the information would be material to an investor:

(1) Any legal proceedings which that party was party to, or that any of its property is or was the subject of, that arose during the payment period;

(2) Any legal proceedings which are known to be contemplated;

(3) Any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority during the payment period;

(4) Any other penalties or sanctions imposed by a court or a regulatory body;

(5) Any settlement agreements entered into before a court relating to securities legislation or with a securities regulatory authority during the payment period.

For each proceeding, provide the name of the court or agency, the date the proceeding was instituted, the principal parties to the proceeding, the nature of the claim, the amount claimed, if any, whether the proceeding is being contested, and the presentstatus of the proceeding.

Disclosure of a legal or regulatory proceeding that has previously been disclosed is not required unless there have been material developments during the payment period.

Item 4 Defaults

If there has been any material default in the payment of principal or interest, or any other material default not cured within 30 days, with respect to any class or series of Reported Securities, state the nature of the default, the amount of the default and the total arrearage on the date of filing this report.

Item 5 Significant obligors of pool assets

Provide the information required by Item 2 (Significant Obligors of Pool Assets) of Form 41-103F1 Supplementary Information Required in a Securitized Products Prospectus. You need not provide any information that has already been provided in a previously-filed prospectus or previously-filed report using Form 51-106F1.

Item 6 Significant enhancement provider information

Provide the information required by Items 8(4) and (5) (regarding credit enhancement and other support providers), and 9(3) and(4) (regarding derivative counterparties) of Form 41-103F1 Supplementary Information Required in a Securitized Products Prospectus. You need not provide any information that has already been provided in a previously-filed prospectus or previously-filed report using Form 51-106F1.


April 1, 2011 (2011) 34 OSCB 3865

Form 51-106F2 Report of Significant Events Relating to Securitized Products

PART 1 GENERAL PROVISIONS

(a) Numbering and headings

Follow the numbering, headings and ordering of the items in this Form if to do so facilitates the readability of the disclosure for an investor. Disclosure provided in response to any item need not be repeated elsewhere.

(b) Plain language

Write the disclosure so that a reasonable investor is able to understand it. Consider both the level of detail provided and the language used in the document. Additional guidance relating to plain language principles may be available in the companion policy to National Instrument 51-102 Continuous Disclosure Obligations. If you use technical terms, explain them in a clear and concise manner.

PART 2 CONTENT

Item 1 – Name and address of issuer

State the full name of the reporting issuer and the address of its principal office in Canada.

Item 2 – Date of Event

State the date of the event that required filing of this Form (the Event).

Item 3 – News release

State the date and method(s) of dissemination of the news release issued under section 4 of National Instrument 51-106 Continuous Disclosure Requirements for Securitized Products.

Item 4 – Summary of the Event

Provide a brief but accurate summary of the nature and substance of the Event.

Item 5 – Full description of the Event

Supplement the summary required under Item 4 with sufficient disclosure to enable a reasonable investor to appreciate the significance and impact of the Event without having to refer to other material.

INSTRUCTIONS

If you incorporate information by reference to another document, clearly identify the referenced document or any excerpt from it. Unless you have already filed the referenced document or excerpt, you must file it with this form. You must also disclose that thedocument is on SEDAR at www.sedar.com.

Item 6 – Contact information

Give the name and business telephone number of the authorized officer of the servicer, master servicer or the reporting issuer,as applicable, who is signing this form.

Item 7 – Signature and date

Sign and date the form.


April 1, 2011 (2011) 34 OSCB 3866

PROPOSED AMENDING INSTRUMENT

PROPOSED AMENDMENTS TO NATIONAL INSTRUMENT 52-109

CERTIFICATION OF DISCLOSURE IN ISSUERS’ ANNUAL AND INTERIM FILINGS

1. This Instrument amends National Instrument 52-109 Certification of Disclosure of Issuers’ Annual and Interim Filings

2. Section 1.1 is amended by

(a) repealing and replacing the definition of “certifying officer” with the following:

“certifying officer” means:

(a) for an issuer that is not a securitized product issuer, each chief executive officer and each chief financial officer, or in the case of an issuer that does not have a chief executive officer or a chief financial officer, each individual performing similar functions to those of a chief executive officer or chief financial officer;

(b) for an issuer that is a securitized product issuer, either of the following:

(i) an authorized officer of the servicer, or if multiple servicers are used, the master servicer;

(ii) each individual performing similar functions to those of a chief executive officer or chief financial officer.

(b) adding the following definitions after the definition of “Sarbanes-Oxley Act”:

“securitized product” has the same meaning as in section 1 of National Instrument 41-103 Supplementary Prospectus Disclosure Requirements for Securitized Products;

“servicer” has the same meaning as in National Instrument 41-103 Supplementary Prospectus Disclosure Requirements for Securitized Products;

“securitized product issuer” means a reporting issuer that issued a securitized product that is outstanding, and that is subject to the reporting obligations in National Instrument 51-106 Supplementary Continuous Disclosure for Securitized Products;

3. Subsection 4.2 is repealed and replaced with the following:

4.2 Required form of annual certificate – (1) The required form of annual certificate under subsection 4.1(1) is

(a) Form 52-109F1, in the case of an issuer that is a non-venture issuer and that is not a securitized product issuer;

(b) Form 52-109FV1, in the case of an issuer that is a venture issuer and that is not a securitized product issuer; and

(c) Form 52-109FS1, in the case of an issuer that is a securitized product issuer.

(2) Despite subsection (1)(b), a venture issuer that is not a securitized product issuer may file Form 52-109F1 in the wording prescribed by the Form instead of Form 52-109FV1 for a financial year.

(3) The required form of annual certificate under subsection 4.1(3) is

(a) Form 52-109F1 – AIF, in the case of a venture issuer that is not a securitized product issuer; and

(b) Form 52-109FS1 – AIF for a venture issuer that is a securitized product issuer.


April 1, 2011 (2011) 34 OSCB 3867

4. Section 4.3 is amended by replacing “an issuer may file an annual certificate” with “an issuer that is not a securitized product issuer may file an annual certificate”.



7. Section 5.2 is repealed and replaced with the following:

5.2 Required form of interim certificate – (1) The required form of interim certificate under subsection 5.1(1) is

(a) Form 52-109F2, in the case of an issuer that is a non-venture issuer and that is not a securitized product issuer;

(b) Form 52-109FV2, in the case of an issuer that is a venture issuer and that is not a securitized product issuer; and

(c) Form 52-109FS2, in the case of an issuer that is a securitized product issuer.

(2) Despite subsection (1)(b), a venture issuer that is not a securitized product issuer may file Form 52-109F2 in the wording prescribed by the Form instead of Form 52-109FV2 for an interim period.

8. Section 5.3 is amended by replacing “an issuer may file an interim certificate” with “an issuer that is not a securitized product issuer may file an interim certificate”.




6.1 Refiled annual financial statements, annual MD&A or AIF – (1) If an issuer refiles its annual financial statements, annual MD&A or AIF for a financial year, it must file separate annual certificates in the wording prescribed by the required form for that financial year on the date that it refiles the annual financial statements, annual MD&A or AIF, as the case may be.

(2) The required form of annual certificate under subsection (1) is

(a) Form 52-109F1R, in the case of an issuer that is not a securitized product issuer; and

(b) Form 52-109FS1R, in the case of an issuer that is a securitized product issuer.


6.2 Refiled interim financial statements or interim MD&A – (1) If an issuer refiles its interim financial statements or interim MD&A for an interim period, it must file separate interim certificates in the wording prescribed by the required form for that interim period on the date that it refiles the interim financial statements or interim MD&A, as the case may be.

(2) The required form of interim certificate under subsection (1) is

(a) Form 52-109F2R, in the case of an issuer that is not a securitized product issuer; and

(b) Form 52-109FS2R, in the case of an issuer that is a securitized product issuer.

13. The following is added after section 8.5:

8.5.1 Exemption for securitized product issuers – Part 3 does not apply to a securitized product issuer.


April 1, 2011 (2011) 34 OSCB 3868

14. The following is added after Form 52-109FV1 – Certification of Annual Filings – Venture Issuer Basic Certificate:

FORM 52-109FS1CERTIFICATION OF ANNUAL FILINGS

SECURITIZED PRODUCT ISSUER

I, <identify (i) the certifying officer, (ii) his or her title and function in relation to the issuer and (iii) the name of the issuer>, certify the following:

1. Review: I have reviewed all of the following documents of <identify the issuer> (the “issuer”):

(a) each report filed on Form 51-106F1 in respect of a payment period during the financial year ended <state the relevant date> (the “servicer reports”);

(b) annual financial statements and annual MD&A for the financial year ended <state the relevant date> (the “annual financial statements and annual MD&A”);

(c) AIF for the financial year ended <state the relevant date> (the “AIF”) [if applicable], including for greater certainty, all documents and information that are incorporated by reference in the AIF;

(d) each annual servicer report filed pursuant to section 6 of National Instrument 51-106 Continuous Disclosure Requirements for Securitized Products (the “Instrument”) for the financial year ended <state the relevant date> (the “annual servicer report(s)”);

(e) each annual servicer certificate filed pursuant to section 7 of the Instrument for the financial year ended <state the relevant date> (the “annual servicer certificate(s)”),

(the servicer reports, the annual financial statements and annual MD&A, the AIF [if applicable], the annual servicer report(s) and the annual servicing certificate(s) are together the “annual filings”);

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings;

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings;

4. Based on my knowledge, having exercised reasonable diligence, the annual filings contain all disclosure required by section 7 of the Instrument; and

5. <Option #1: use this alternative if a servicer or master servicer is providing the certificate>

I am responsible for reviewing the activities performed by the servicer(s) and based on my knowledge, having exercised reasonable diligence, and based on the compliance review(s) conducted in preparing the annual servicer certificate(s), the servicer(s) [has/have] fulfilled [its/their] obligations under the servicing agreement(s) except as disclosed in the annual filings.

<Option #2: use this alternative if a person acting in the capacity of a chief executive officer or chief financial officer is providing the certificate>

Based on my knowledge, having exercised reasonable diligence, and based on the annual servicer certificate(s), the servicer(s) [has/have] fulfilled [its/their] obligations under the servicing agreement(s) except as disclosed in the annual filings.

[In giving the certifications above, I have reasonably relied on information provided to me by the following parties that are not affiliates of <insert name of servicer or master servicer if Option #1 is being used, or the name of the issuer if Option #2 is being used>:


April 1, 2011 (2011) 34 OSCB 3869

<insert names of all relevant parties and state their relationship to the issuer>.]

Date: <insert date of filing>

_______________________ [Signature] [Title] < indicate the capacity in which the certifying officer is providing the certificate>

15. The following is added after Form 52-109F1R:

FORM 52-109FS1R CERTIFICATION OF REFILED ANNUAL FILINGS


This certificate is being filed on the same date that <identify the issuer> (the “issuer”) has refiled <identify the filing(s) that have been refiled>.


<Insert all paragraphs included in the annual certificate originally filed with the annual filings.>


_______________________ [Signature] [Title] < indicate the capacity in which the certifying officer is providing the certificate >

16. The following is added after Form 52-109F1 – AIF – Certification of Annual Filings in Connection with Voluntarily Filed AIF:

FORM 52-109FS1 AIFCERTIFICATION OF ANNUAL FILINGS IN CONNECTION WITH VOLUNTARILY FILED AIF


This certificate is being filed on the same date that <identify the issuer> (the “issuer”) has voluntarily filed an AIF.

1. Review: I have reviewed all of the following documents of <identify the issuer>:

(a) each report filed on Form 51-106F1 in respect of a payment period during the financial year ended <state the relevant date > (the “servicer reports”);

(b) annual financial statements and annual MD&A for the financial year ended <state the relevant date> (the “annual financial statements and annual MD&A”);

(c) AIF for the financial year ended <state the relevant date> (the “AIF”), including for greater certainty, all documents that are incorporated by reference in the AIF;

(d) each annual servicer report filed pursuant to section 6 of National Instrument 51-106 Supplementary Continuous Disclosure Requirements for Securitized Products (the “Instrument”) for the financial year ended <state the relevant date> (the “annual servicer report(s)”);

(e) each annual servicer certificate filed pursuant to section 7 of the Instrument for the financial year ended <state the relevant date> (the “annual servicer certificate(s))”,

(the servicer reports, the annual financial statements and annual MD&A, the AIF, the annual servicer report(s) and the annual servicer certificate(s) are together the “annual filings”);

<Insert all paragraphs included in the annual certificates originally filed with the annual filing, other than paragraph 1.>


April 1, 2011 (2011) 34 OSCB 3870



17. The following is added after Form 52-109FV2 – Certification of Interim Filings – Venture Issuer Basic Certificate:

FORM 52-109FS2 CERTIFICATION OF INTERIM FILINGS



1. Review: I have reviewed all of the following documents of <identify the issuer> (the “issuer”):

(a) each report on Form 51-106F1 filed in respect of a payment period during the interim period ended <state the relevant date> (the “servicer reports”); and

(b) the interim financial report and interim MD&A for the interim period ended <state the relevant date> (the “interim financial report and interim MD&A”),

(the servicer reports and the interim financial statements and interim MD&A are together the “interim filings”);

2. No misrepresentation: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings; and

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

[In giving the certifications above, I have reasonably relied on information provided to me by the following parties that are not affiliates of <insert name of servicer or master servicer if Option #1 is being used, or the name of the issuer if Option #2 is being used>:

<insert names of all relevant parties and state their relationship to the issuer >.]


_______________________ [Signature] [Title] < indicate the capacity in which the certifying officer is providing the certificate>

18. The following is added after Form 52-109F2R – Certification of Refiled Interim Filings:

FORM 52-109FS2R CERTIFICATION OF REFILED INTERIM FILINGS


This certificate is being filed on the same date that <identify the issuer> (the “issuer”) has refiled <identify the filing(s) that have been refiled>.



April 1, 2011 (2011) 34 OSCB 3871

<Insert all paragraphs included in the interim certificate originally filed with the interim filing.>



19. This Instrument is effective on [*].


April 1, 2011 (2011) 34 OSCB 3872

Schedule C Proposed Exempt Distribution Rules


PROPOSED AMENDMENTS TO NATIONAL INSTRUMENT 45-106 PROSPECTUS AND REGISTRATION EXEMPTIONS

1. National Instrument 45-106 Prospectus and Registration Exemptions is amended by this Instrument.

2. Section 1.1 Definitions is amended by adding the following definitions:

“eligible securitized product investor” means

(a) a Canadian financial institution or a Schedule III bank;

(b) the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada);

(c) a subsidiary of any person referred to in paragraph (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of the subsidiary;

(d) a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer, other than as a scholarship plan dealer or a restricted dealer;

(e) a pension fund that is regulated by either the federal Office of the Superintendent of Financial Institutions (Canada) or a pension commission or similar regulatory authority of a jurisdiction of Canada or a wholly-owned subsidiary of such a pension fund;

(f) an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (e);

(g) the Government of Canada or a jurisdiction of Canada, or any Crown corporation, agency or wholly-owned entity of the Government of Canada or a jurisdiction of Canada;

(h) any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government;

(i) a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec;

(j) a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a managed account managed by the trust company or trust corporation, as the case may be;

(k) a person acting on behalf of a fully managed account managed by the person, if the person is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction;

(l) an investment fund if it is one or both of the following:

(i) managed by a person registered as an investment fund manager under the securities legislation of a jurisdiction of Canada;

(ii) advised by a person authorized to act as an adviser under the securities legislation of a jurisdiction of Canada;

(m) a registered charity under the Income Tax Act (Canada) that obtains advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity;

(n) an individual who beneficially owns financial assets, as defined in section 1.1 having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $5 million;


April 1, 2011 (2011) 34 OSCB 3873

(o) a person that is entirely owned by an individual, or individuals referred to in paragraph (n), who holds the beneficial ownership interest in the person directly or through a trust, the trustee of which is a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction;

(p) a person, other than an individual or an investment fund, that has net assets of at least $25 million as shown on its most recently prepared financial statements;

(q) a person that distributes securities of its own issue in Canada only to persons referred to in paragraphs (a) to (p);”

““mortgage investment entity” has the same meaning as in National Instrument 41-103 Supplementary Prospectus Disclosure Requirements for Securitized Products”;

““second-level asset” means a securitized product issued under another securitization program, including, without limitation, a security that has direct or indirect exposure to a credit-linked note, credit default swap or similar claim”:

““short-term securitized product” means a securitized product that is a negotiable promissory note or commercial paper, in either case maturing not more than one year from the date of issue, including without limitation, asset-backed commercial paper;”

““securitized product” has the same meaning as in National Instrument 41-103 Supplementary Prospectus Disclosure Requirements for Securitized Products;”

““servicer” means a person responsible for the management or collection of pool assets or making allocations or payments to a holder of a securitized product, but does not include a trustee of an issuer of securitized products or for the securitized product that makes allocations or payments.”

““sponsor” has the same meaning as in National Instrument 41-103 Supplementary Prospectus Disclosure Requirements for Securitized Products;

3. Section 2.3 Accredited Investor is amended by adding the following subsection after subsection (5):

(6) This section does not apply to a distribution of a securitized product, other than either of the following:

(a) a covered bond;

(b) a security, other than a debt security, of a mortgage investment entity.

4. Section 2.4 Private Issuer is amended by adding the following subsection after subsection (3):

(4) Subsection (2) does not apply to a distribution of a securitized product, other than either of the following:

(a) a covered bond;


5. Section 2.9 Offering memorandum is amended by adding the following subsection after subsection (3):

(3.1) This section does not apply to a distribution of a securitized product, other than either of the following:

(a) a covered bond;


6. Section 2.10 Minimum amount investment is amended by adding the following subsection after subsection (2):

(3) This section does not apply to a distribution of a securitized product, other than either of the following:

(a) a covered bond;



April 1, 2011 (2011) 34 OSCB 3874

7. Section 2.34 Specified debt is amended by adding the following subsection after subsection (3):

(4) Paragraphs (2)(d) and (2)(d.1) do not apply to a distribution of a securitized product, other than either of the following:

(a) a covered bond;


8. Subsections (a) and (b) of section 2.35 Short-term debt are replaced with the following:

(a) is not convertible or exchangeable into or accompanied by a right to purchase another security other than a security described in this section,

(b) has an approved credit rating from an approved credit rating organization, and

(c) is not a securitized product, other than either of the following:

(i) a covered bond;

(ii) a security, other than a debt security, of a mortgage investment entity.

9. Part 2 of National Instrument 45-106 Prospectus and Registration Exemptions is amended by adding a new Division 6: Securitized Product Exemption, as follows:

Division 6: Securitized Product Exemption

2.44 Securitized product – (1) The prospectus requirement does not apply to a distribution of a securitized product if all of the following apply:

(a) the purchaser purchases the securitized product as principal;

(b) the purchaser is an eligible securitized product investor;

(c) in the case of a distribution by the issuer of the securitized product, at the same time or before the purchaser purchases the securitized product, the issuer delivers an information memorandum to the purchaser that complies with section 2.46.

(2) Subject to subsection (3), for the purpose of this section, a trust company or trust corporation described in paragraph (l) of the definition of “eligible securitized product investor” in section 1.1 is deemed to be purchasing as principal.

(3) Subsection (2) does not apply to a trust company or trust corporation registered under the laws of Prince Edward Island that is not registered or authorized under the Trust and Loan Companies Act (Canada) or under comparable legislation in another jurisdiction of Canada.

(4) For the purpose of this section, a person described in paragraph (j) of the definition of “eligible securitized product investor” in section 1.1 is deemed to be purchasing as principal.

(5) This section does not apply to a distribution of a securitized product to a person if the person was created, or is used, solely to purchase or hold securitized products as an eligible securitized product investor described in paragraph (p) of the definition of “eligible securitized product investor” in section 1.1.

2.45 Securitized product holder and investor access to information memorandum

(1) An issuer must provide a securitized product holder who purchased a securitized product of a particular series distributed under section 2.44 with reasonable access to the information memorandum required under section 2.44 for that series of securitized product.

(2) An issuer must provide reasonable access to the information memorandum required under section 2.44 to each person who reasonably demonstrates to the issuer that the person is a prospective purchaser and who meets the definition of “eligible securitized product investor” in section 1.1.


April 1, 2011 (2011) 34 OSCB 3875

(3) For the purposes of subsections (1) and (2) if an issuer provides an undertaking to the securities regulatory authority to provide access to the website on which its information memorandum has been posted, an issuer may do either or both of the following:

(a) use a password to limit access to the website;

(b) before providing a person access to an information memorandum, require the person to provide a confidentiality undertaking, or enter into a confidentiality agreement, designed to reasonably restrict the person from providing others with access to the website.

(4) Subsections (1) and (2) continue to apply until the date that is one year after the date that the last outstanding securitized product of the same series of securitized product ceases to be outstanding.

2.46 Information memorandum requirements

(1) An information memorandum required under section 2.44 must comply with each of the following:

(a) in respect of a short-term securitized product, be in the required form;

(b) disclose sufficient information about the securitized product and securitized product transaction to enable a prospective purchaser to make an informed investment decision;

(c) describe the rights of action, whether statutory or contractual, that an investor will have against the issuer, the issuer’s directors and officers, the sponsor and the underwriter in the event of a misrepresentation in the information memorandum;

(d) describe the resale restrictions that apply to the securitized product;

(e) not contain a misrepresentation.

(2) The required form of information memorandum under paragraph (1)(a) is Form 45-106F7.

(3) An information memorandum delivered under this section must contain a certificate that states the following:

“This information memorandum does not contain a misrepresentation.”

(4) A certificate under subsection (3) must be signed by the issuer’s chief executive officer and chief financial officer or, if the issuer does not have a chief executive officer or chief financial officer, the individual or individuals acting in a similar capacity.

(5) In addition to the requirements of subsection (4), a certificate referred to in subsection (3) must be signed by an authorized executive officer of each of the following:

(a) each promoter,

(b) the sponsor if the sponsor has not already signed the certificate as a promoter.

(6) An information memorandum required under this section must contain a certificate signed by an authorized executive officer of each underwriter who, with respect to the securitized products offered by the information memorandum, is in a contractual relationship with the issuer, that states the following:

“To the best of our knowledge, information and belief, there is no misrepresentation in the information memorandum.”

(7) The issuer must ensure that the certificate under subsection (3) is true at both

(a) the date the certificate is signed,

(b) the date the information memorandum is delivered to the purchaser.

(8) An issuer must deliver a copy of the information memorandum required to be delivered to a prospective purchaser under this section to the securities regulatory authority on or before the 10th day after a distribution under the information memorandum.


April 1, 2011 (2011) 34 OSCB 3876

(9) On or before the deadline for delivery of an information memorandum to a purchaser under paragraph 2.44(1)(c), the issuer must post a copy of the information memorandum on a website.

10. Section 6.1 [Report of exempt distribution] is amended by adding the following paragraph after paragraph (i):

(i.1) section 2.44 [Securitized products];

11. Section 6.2 [When report not required] is amended by adding the following subsection after subsection (2):

(3) An issuer or underwriter of a short-term securitized product is not required to file a report under section 6.1 for a distribution under section 2.44 if the issuer or underwriter files the report not later than 30 days after the calendar year in which the distribution occurs.

12. National Instrument 45-106 is amended by adding the following new Part after Part 6:

Part 6A – Ongoing Disclosure Requirements for Issuers of Securitized Products

6A.1 Application – (1) This Part does not apply to a reporting issuer.

(2) This Part does not apply to a securitized product that is either of the following:

(a) a covered bond;


(3) This Part applies only to an issuer in respect of a securitized product the issuer has distributed under one of the following exemptions from the prospectus requirement,

(a) section 2.3 Accredited investor,

(b) section 2.4 Private issuer,

(c) section 2.9 Minimum amount investment,

(d) section 2.10 Offering memorandum,

(e) paragraphs 2(d) and 2(d.1) of section 2.34, Specified debt,

(f) section 2.35 Short-term debt,

(g) section 2.44, Securitized product.

(4) This Part, other than section 6A.6, does not apply to an issuer in respect of a securitized product of a particular series distributed under an exemption from the prospectus requirement listed in subsection (3) if there is no securitized product in that series of securitized product outstanding.

6A.2 Periodic reporting for securitized products, other than short-term securitized products

(1) No later than 15 days after each payment date specified by a transaction agreement in respect of a series of securitized product, other than a short-term securitized product, distributed by an issuer under one of the exemptions from the prospectus requirement listed in subsection 6A.1(3), an issuer must do each of the following

(a) prepare a report that complies with Form 51-106F1 Payment and Performance Report for Securitized Products of National Instrument 51-106 Continuous Disclosure Requirements for Securitized Products, as if the issuer were a reporting issuer to which that instrument applies,

(b) deliver a copy of the report to the securities regulatory authority,

(c) post a copy of the report to a website.


April 1, 2011 (2011) 34 OSCB 3877

(2) For the purposes of subsection (1), an issuer is not required to disclose information in the report:

(a) unless the information relates to

(i) the series of securitized product referred to in subsection (1),

(ii) a series of securitized product collateralized by the same pool of assets as the series referred to in subsection (1);

(b) required by the following items of Form 51-106F1 Payment and Performance Report for Securitized Products

(i) Item 3 Legal Proceedings,

(ii) Item 5 Significant obligors of pool assets,

(iii) Item 6 Significant enhancement provider information.

(3) The report required under subsection (1) must be signed by either of the following

(a) an authorized officer of the servicer, or if multiple servicers are used, the master servicer,

(b) the individual or individuals who perform functions for the issuer similar to those performed by a chief executive officer and a chief financial officer.

6A.3 Report of significant events for securitized products, other than short-term securitized products

(1) If an event described in any of paragraphs 5(2)(a) to (m) of National Instrument 51-106 Continuous Disclosure Requirements for Securitized Products occurs in respect of a series of securitized product, other than a short-term securitized product, distributed under an exemption from the prospectus requirement listed in subsection 6A.1(3), the issuer must do each of the following:

(a) prepare a report that complies with Form 51-106F2 Report of Significant Events Relating to Securitized Products, as if the issuer were a reporting issuer to which that instrument applies,

(b) as soon as practicable, and in any event no later than two business days after the date on which the event occurs

(i) deliver a copy of the report to the securities regulatory authority,

(ii) post a copy of the report on a website,

(iii) send the report to each holder of a securitized product in that series of securitized product, or otherwise advise holders of that series of securitized product that a report of significant events has been issued, and briefly describe the nature of the event that requires the form to be prepared.

(2) For the purposes of subsection (1), an issuer is only required to disclose in the report information that relates to:

(a) the series of securitized product referred to in subsection (1);

(b) a series of securitized product collateralized by the same pool of assets as the series referred to in subsection (1).

(3) Despite subsection (1), an issuer is not required to disclose in the report the information required by item 3 of Form 51-106F2 Report of Significant Events Relating to Securitized Products.

(4) The report required under subsection (1) must be signed by either of the following

(a) an authorized officer of the servicer, or if multiple servicers are used, the master servicer,


April 1, 2011 (2011) 34 OSCB 3878


6A.4 Periodic disclosure for short-term securitized products

(1) An issuer that has distributed a short-term securitized product of a particular series under an exemption from the prospectus requirement listed in subsection 6A.1(3), must prepare a periodic disclosure report in the required form dated as of the end of the last business day of each month, for that series of short-term securitized product.

(2) The required form for the periodic disclosure report required by subsection (1) is Form 45-106F8.

(3) Within 15 days of the end of each month, an issuer must

(a) deliver a copy of the periodic disclosure report referred to in subsection (1) to the securities regulatory authority,

(b) post a copy of the periodic disclosure report referred to in subsection (1) to a website.

(4) An issuer may prepare a report under subsection (1) for more than one series of short-term securitized product if the report identifies each series and discloses each series separately.

(5) The report required under subsection (1) must be signed by either of the following:

(a) an authorized officer of the servicer or similar service provider, or if multiple servicers are used, the master servicer;


6A.5 Timely disclosure for short-term securitized products

(1) An issuer that has distributed a short-term securitized product of a series under an exemption from the prospectus requirement listed in subsection 6A.1(3) must prepare a report disclosing each of the following if an investor would reasonably require the information to make an informed investment decision:

(a) a change to either of the following,

(i) any of the information required to be disclosed in the most recently delivered report required under section 6A.4,

(ii) the disclosure in the information memorandum required under section 2.44,

(b) an event that affects payments or pool performance.

(2) As soon as practicable, and in any event no later than two business days after the date on which the change referred to in subsection (1) occurs, an issuer must

(a) deliver the report referred to in subsection (1) to the securities regulatory authority,

(b) post the report referred to in subsection (1) to a website.

(3) The report required under subsection (1) must be signed by either of the following:

(a) an authorized officer of the servicer or similar service provider or if multiple servicers are used, the master servicer;



April 1, 2011 (2011) 34 OSCB 3879

6A.6 Securitized product holder access to ongoing disclosure

(1) An issuer must provide a securitized product holder who purchased a securitized product of a particular series distributed under an exemption from the prospectus requirement listed in subsection 6A.1(3), reasonable access to the documents required by this Part, applicable to that series of securitized product.

(2) An issuer must provide reasonable access to each document required by this Part to each person who reasonably demonstrates to the issuer that the person is a prospective purchaser and who meets the definition of “eligible securitized product investor” in section 1.1.

(3) For the purposes of subsections (1) and (2), if an issuer provides an undertaking to the securities regulatory authority to provide access to the website on which the documents required by this Part are posted, the issuer may do either or both of the following:

(a) use a password to limit access to the website;

(b) before providing a person access to the documents required under this Part, require the person to provide a confidentiality undertaking, or enter into a confidentiality agreement, designed to reasonably restrict the person from providing others with access to the website.

(4) Subsections (1) and (2) continue to apply until the date that is one year after the date that the last outstanding securitized product of the same series of securitized product ceases to be outstanding.

13. Form 45-106F1 Report of Exempt Distribution is amended by this Instrument by inserting the following industry classifications after “ Real estate”:

Securitized product (other than short-term securitized product)

Short-term securitized product

14. National Instrument 45-106 Prospectus and Registration Exemptions is amended by adding the following form:

Form 45-106F7 Information Memorandum for Short-Term Securitized Products

Instructions:

(1) Using language that is plain and easy to understand by an investor, provide the information required by this form.

(2) Supplement the information required by this form to provide sufficient information about the short-term securitized product and securitized product transaction for a prospective purchaser to make an informed investment decision.

Item 1 – Parties

1.1 Identify each of the parties (a “significant party”) with a significant role in the structuring of the securitization transaction, the creditworthiness and liquidity of the program, the selection, acquisition, analysis and management of the assets, the distribution of securitized products, and the payment to securitized product holders, including, for example, the issuer, sponsor, liquidity providers, credit enhancement providers, administrative agent or similar service provider, financial services agent and, if applicable, collateral manager. For each significant party

(a) identify its jurisdiction and form of organization,

(b) describe its role and function, and

(c) describe its experience generally and with respect to substantially similar pools of assets.

1.2. Disclose all of the following for the sponsor, each liquidity provider and each provider of material program credit enhancement,

(a) state whether or not it is a bank or Schedule III bank,


April 1, 2011 (2011) 34 OSCB 3880

(b) if it is not a financial institution referred to in subsection (a), identify the prudential or similar supervisory governing legislation that applies to the entity, if any,

(c) state its credit rating.

1.3 Disclose whether any significant party is retaining a tranche or a portion of a tranche, and if so, describe the tranche or portion of the tranche to be retained and specify the amount of each tranche or portion of a tranche retained.

Item 2 – Structure

Include diagrams that set out both

(a) the basic structure of the securitization program,

(b) in simplified form, the cash flows of the securitization program.

Item 3 – Description of program

3.1 Describe the investment guidelines applied to the pool assets which limit the types and credit quality of assets and asset originators that may be financed by the issuer and disclose the method of selecting the eligible assets.

3.2 If the issuer will or may participate in any leveraged transactions or transactions that will or may include direct or indirect exposure to any of the assets described in section 4.3, state that in bold.

3.3 Describe the circumstances under which pool asset performance or other risk events will result in short-term securitized products ceasing to be issued.

3.4 Disclose the anticipated amount and nature of liquidity support under liquidity facilities.

3.5 Disclose the anticipated amount and nature of program-wide credit enhancement.

3.6 Disclose any other protections provided to holders of securitized products.

3.7 Disclose whether or not holders of securitized products will have a security interest over the collateral

3.8 Disclose the priority on collateral in an event of default.

3.9 Disclose the program establishment date and the winding-up date, if applicable.

Item 4 Summary of pool assets

4.1 For each series of short-term securitized product to be distributed, disclose

(a) the range of asset types that may be held by the pool including maximum or minimum proportion, if applicable,

(b) the manner in which the issuer will gain direct or indirect exposure to each of the underlying assets for example, exposure may be gained through a note, loan, or direct purchase,

(c) the due diligence or verification procedures that have been or will be applied in respect of the pool assets, if applicable.

4.2 If the issuer has acquired pool assets, provide, for each series of short-term securitized product to be distributed, the information required by Items 4, 5 and 6 of Form 45-106F8.

4.3 Disclose whether or not the pool assets include, will include or will otherwise have direct or indirect exposure (including through second-level assets) to any of the following:

(a) collateralized debt obligations, or similar obligations, whether synthetic or cash flow;


April 1, 2011 (2011) 34 OSCB 3881

(b) securitized products that are secured against or represent interests in assets held in managed portfolios of multiple asset classes for which sequentially subordinated tranches of securitized product are issued with the lowest tranches absorbing the first dollar of credit losses;

(c) securitized products backed by assets described in paragraphs (a) or (b);

(d) credit-linked notes and other structured finance products;

(e) credit default swaps;

(f) other credit derivatives;

(g) synthetic assets or derivatives;

(h) sub-prime assets.

4.4 If pool assets will include or will otherwise have direct or indirect exposure (including through second-level assets) to any of the assets described in section 4.3:

(a) describe those assets;

(b) disclose the process for obtaining the assets;

(c) disclose the internal rate of return to equity if that was a consideration in structuring the securitized product transaction.

Item 5 – Description of short-term securitized product and offering

5.1 Describe each series of short-term securitized product to be distributed, including each of the following in the description:

(a) whether certificates will be in registered or bearer form and the delivery procedures;

(b) certificate denominations;

(c) term to maturity;

(d) maximum principal amount to be outstanding at any one time;

(e) the material terms of the trust indenture or similar agreement under which the short-term securitized products are issued.

5.2 Disclose the purpose of the net proceeds from the distribution of the short-term securitized products.

5.3 Describe the distribution process.

Item 6 - Flow of funds

6.1 Describe the flow of funds for the securitization program, including payment allocations, rights, payment dates, and payment priorities.

6.2 For second-level assets, disclose the ranking of the securitization program in priority of payments if it would reasonably be required by a prospective purchaser to make an informed investment decision.

Item 7 – Conflicts of interest

7.1 Describe each existing conflict of interest and each reasonably anticipated conflict of interest between or among a significant party (as defined in Item 1) and a securitized product holder.

7.2 Disclose relationships or affiliations between or among significant parties that a prospective purchaser would reasonably require to make an informed investment decision with respect to the short-term securitized product.


April 1, 2011 (2011) 34 OSCB 3882

7.3 For each significant party, disclose material limitations of liability and indemnifications that have been negotiated with the issuer.

Item 8 – Fees and expenses

Describe all fees and expenses to be paid or payable out of the cash flows from the pool assets, and identify each party that is receiving those fees or expenses and the general reason for the fee or expense.

Item 9 – Risk factors

Describe in order of significance, starting with the most important, the risk factors required to be disclosed to enable a prospective purchaser to make an informed investment decision with respect to the short-term securitized product.

Guidance: Examples of risk factors, in no particular order, might include:

(a) credit risks, including

• the extent of diversification of assets and conversely, any correlation risks

• loan to value ratio, i.e., amount of loan to obligor compared to the value of collateralized assets,

• collateral quality, including whether the assets are secured and the ability for the conduit or trustee to sell the collateral,

• servicer quality, including experience, inspections to which it is subject, and valuation systems used,

(b) liquidity risks, including limits on liquidity support, and conditions that may exist or arise that could prevent liquidity support from being provided,

(c) counterparty risks, i.e., quality of credit enhancers such as originators or of swap counterparties,

(d) legal risks, including

• true sale issues,

• bankruptcy remoteness issues,

• other claims or contingent claims on pool assets,

(e) tax risks,

(f) cash flow risks such as the risk of delayed payments, prepayments, and collection, and commingling risks,

(g) reinvestment risk or basis risk relating to cash available between payment dates,

(h) disclosure risks,

(i) default risks including

• material or permanent impairment to pool assets,

• writing down of rated notes,

• paying in kind of notes,

• material cross-default provisions,

(j) modification risks, including the ability of a party to waive or modify the requirements, activities or standards that would otherwise apply under the issuer’s constating documents or the transaction agreements or program documentation,

(k) back-up risks relating to the appointment of a replacement party as one of the significant parties,


April 1, 2011 (2011) 34 OSCB 3883

(l) interest rate and currency risk and associated hedging,

(m) risks associated with partial hedging strategies.

Item 10 – Program documents and transaction agreements

Describe the material terms of the existing program documents and transaction agreements.

Item 11 – Financial Leverage

Describe all financial leverage used or reasonably anticipated to be used to fund the acquisition, origination or refinancing of the program’s assets.

Item 12 – Credit rating of securitized product

If a significant party (as defined in Item 1) has asked for and received a credit rating, or if the issuer is aware that it hasreceived any other kind of rating, from one or more credit rating organizations for the series of short-term securitized product to be distributed and the rating or ratings continue in effect, disclose each of the following:

(a) each rating received from a credit rating organization;

(b) for each rating disclosed under paragraph (a), the name of the credit rating organization that has assigned the rating;

(c) any factors or considerations identified by the credit rating organization as giving rise to unusual risks associated with the series of short-term securitized product;

(d) any announcement made by, or any proposed announcement known to the issuer that is to be made by, a credit rating organization to the effect that the organization is reviewing or intends to revise or withdraw a rating previously assigned and required to be disclosed under this section.

Item 13 – Resale restrictions

13.1 State the following:

“These securitized products will be subject to a number of resale restrictions, including a restriction on trading. Unless the issuer becomes a reporting issuer a purchaser will not be able to trade the securitized products unless it complies with an applicable exemption from the prospectus and registration requirements under securities legislation.”

13.2 Describe any other resale restrictions that will apply to the securitized products.

Item 14 – Purchasers’ and securitized product holders’ rights

14.1 Describe all statutory and, if applicable, contractual rights available to a purchaser in the event of a misrepresentation in the information memorandum.

14.2 Describe all statutory and contractual rights, if any, available to a securitized product holder in respect of any ongoing disclosure required to be provided by the issuer.

Item 15 – Ongoing reporting obligations

15.1 Disclose all documents that will be delivered to or made reasonably available to securitized product holders.

15.2 Indicate whether the documents referred to in section 15.1 will be sent to securitized product holders and if not, how they will be made reasonably available.

15.3 Disclose the frequency at which each of the documents referred to in section 15.1 will be provided or made reasonably available to securitized product holders.

Item 16 – Date and certificate of issuer and sponsor

State the following on the certificate page of the information memorandum:


April 1, 2011 (2011) 34 OSCB 3884

“Dated [insert the date the certificate page of the information memorandum is signed].

This information memorandum does not contain a misrepresentation.”

Item 17 – Date and certificate of underwriter

State the following on the certificate page of the information memorandum:

“Dated [insert the date the certificate page of the information memorandum is signed].

To the best of our knowledge, information and belief, there is no misrepresentation in the information memorandum.

15. National Instrument 45-106 Prospectus and Registration Exemptions is amended by adding the following form:

Form 45-106F8 Periodic Disclosure Report for Short-Term Securitized Products

Distributed under an Exemption from the Prospectus Requirement

Instructions:

(1) Using language that is plain and easy to understand by an investor, provide the information required by this form.

(2) An issuer is not required to repeat disclosure that has been made in a previously required periodic disclosure report if

(a) the previous report contains the disclosure required by this report,

(b) the issuer identifies the previous report in this report, including the date of that previous report and the location of the disclosure within that report,

(c) the issuer states that the prior disclosure is incorporated by reference into this report.

Item 1 – Parties

Provide a diagram with the identity and role of each party with a significant function or responsibility in relation to the issuer or the securitization transaction, including the sponsor, liquidity providers and credit enhancement providers.

Item 2 – Program Information

Provide the following disclosure of the short-term securitized product program:

(a) the total level of commitments for purchases entered into;

(b) the number of transactions, the amount of short-term securitized product issued in respect of each transaction and the total amount of short-term securitized product issued;

(c) credit ratings of the program, known to the issuer, that have been issued by a credit rating organization, including the name of the credit rating organization that issued the credit rating,

(d) in respect of liquidity facilities

(i) the name of each liquidity provider,

(ii) the total amount of liquidity available from each liquidity provider and the percent it represents of the total available liquidity support,

(iii) a description of the liquidity support, including whether full or partial,

(iv) the credit rating of each liquidity provider, including the name of the credit rating organization that issued the credit rating;


April 1, 2011 (2011) 34 OSCB 3885

(e) in respect of each program level credit enhancement,

(i) the form of credit enhancement,

(ii) the amount required and available,

(iii) the percent that the credit enhancement represents of the total level of commitments referred to in paragraph (a);

(f) for each credit enhancement provider,

(i) the name of the credit enhancement provider,

(ii) the amount and form of credit enhancement provided,

(iii) the percent the credit enhancement represents of the total of short-term securitized product issued of that series,

(iv) the credit rating of the credit enhancement provider, including the name of the credit rating organization that issued the credit rating;

(g) average maturity in days;

(h) any other information that an investor would reasonably require in respect of payments or pool performance to make an informed investment decision in respect of the short-term securitized product.

Item 3 – Program compliance events

(a) If any of the following events has occurred, disclose that fact and provide a description of the event and state its current status,

(i) bankruptcy of the issuer;

(ii) a significant amortization event or program event of default;

(iii) a program-wide credit enhancement draw;

(iv) a program-wide liquidity draw.

(b) Disclose whether the sum of committed liquidity plus cash or cash equivalents available to pay maturing notes complies with the program’s required liquidity support.

(c) Disclose whether the credit enhancement that has been committed to the program is greater than or equal to the program’s required credit enhancement.

Item 4 – Composition of series

Provide a diagram disclosing the aggregate composition of the series of short-term securitized product broken down to disclose each of the following:

(a) each asset type, expressed as a dollar amount and a percent of the aggregate assets;

(b) the industry of the seller of the assets, expressed as a dollar amount and a percent of the aggregate assets;

(c) the percent of assets in the series acquired from each seller.

Item 5 – Transaction summary

For each transaction that remains outstanding, disclose all of the following, using to the extent practicable, one or more diagrams:

(a) the transaction number;


April 1, 2011 (2011) 34 OSCB 3886

(b) a description of the assets, including, if material,

(i) average remaining term of assets,

(ii) the total dollar amount of outstanding short-term securitized product,

(iii) whether the assets are revolving or amortizing,

(iv) the number of obligors,

(v) weighted average life expressed in months;

(c) the industry in which the seller does business;

(d) each credit rating issued by a credit rating organization in respect of the seller of the assets;

(e) each credit rating issued by a credit rating organization in respect of the transaction;

(f) a brief description of financial leverage used;

(g) the assets’ performance, including

(i) measurement of collections, including applicable metric and method of measurement,

(ii) aggregate outstanding asset balance,

(iii) available credit enhancement, specified as a dollar amount and a percent of asset balance,

(iv) the most recently completed month’s default ratio, including basis of presentation,

(v) 12 month average default ratio, including basis of presentation,

(vi) the most recently completed month’s defaults relative to available credit enhancement,

(vii) the most recently completed month’s delinquencies, including basis of presentation,

(viii) other performance ratios that would reasonably be expected to be material to an investor,

(ix) whether there has been a default or early amortization in the most recently completed month relating to payment, asset performance or bankruptcy and if so, a description and current status (e.g., waived, plan for resolution, wind-down),

(h) hedges.

Item 6 – Second-level Assets

(a) For any second-level assets held by the securitization program, disclose each of the following:

(i) a brief description of the second-level assets and the securitization program issuing them;

(ii) a summary of the performance of the second-level assets, including, to the extent significant, the information required by paragraph (f) of Item 5.

(b) If the second-level assets are those of a reporting issuer or an issuer subject to ongoing or continuous reporting obligations in a foreign jurisdiction, state the identity of that issuer and the location at which such ongoing or continuous reporting can be found.

Item 7 – Program Activity – Disclose the program activity for the period, including each of the following:

(a) assets that have been added to the pool, including types of assets and dollar amounts;

(b) assets that no longer form part of the pool, including types of assets and dollar amounts;


April 1, 2011 (2011) 34 OSCB 3887

(c) the reason for assets having been added to or no longer forming part of the pool, e.g., refinancing, liquidation, maturity, liquidity draw;

(d) commitment reductions and increases.

Item 8 – Report Information –State each of the following:

(a) date of the report;

(b) period covered by the report;

(c) contact information, including name, phone number and email address of a contact person for the issuer.

16. This Instrument is effective on .


April 1, 2011 (2011) 34 OSCB 3888


PROPOSED AMENDMENTS TO NATIONAL INSTRUMENT 45-102 RESALE OF SECURITIES

1. National Instrument 45-102 Resale of Securities is amended by this Instrument.

2. Part 1 – Definitions is amended by adding the following definition:

“securitized product” has the same meaning as in NI 45-106;

3. Part 2 – First Trades is amended by adding the following section:

2.15 First Trade in a Securitized Product – The first trade of a securitized product distributed under section 2.44 of NI 45-106 is a distribution.

4. Companion Policy 45-102CP – To National Instrument 45-102 Resale of Securities is amended by adding the following section:

1.18 First trades of securitized products – The first trade of a securitized product distributed under section 2.44 of NI 45-106 is deemed to be a distribution to which the prospectus requirement would then apply. Consequently, an investor who acquires a securitized product under that exemption from the prospectus requirement may typically only resell the securitized product if the investor does one of the following:

(a) relies on section 2.44 of NI 45-106,

(b) qualifies the distribution of the securitized product by prospectus,

(c) applies for and obtains a discretionary exemption from the prospectus requirement.

It is not necessary for a certificate issued in respect of a securitized product to bear a legend stating the resale restrictions; however, the information memorandum used to distribute the securitized product is required to disclose these resale restrictions.

5. This Instrument is effective on .


April 1, 2011 (2011) 34 OSCB 3889

Schedule D Proposed Consequential Amendments


PROPOSED AMENDMENTS TO NATIONAL INSTRUMENT 41-101 GENERAL PROSPECTUS REQUIREMENTS

1. This Instrument amends National Instrument 41-101 General Prospectus Requirements.

2. Subsection 1.1(1) is amended by adding the following definition after the definition of “SEC issuer”:

“securitized product” has the same meaning as in section 1.1 of National Instrument 41-103 Supplementary Prospectus Disclosure Requirements for Securitized Products;

3. Form 41-101F1 – Information Required in a Prospectus is amended by repealing item 10.3 and replacing it with the following:

Securitized products

10.3(1) This section applies only if securitized products are being distributed under the prospectus.

(2) Include in the prospectus the disclosure required by National Instrument 41-103 Supplementary Prospectus Disclosure Requirements for Securitized Products. For greater certainty, issuers distributing securitized products that are subject to National Instrument 41-103 must comply with the specific instructions or requirements in Form 41-103F1 Supplementary Information Required in a Securitized Products Prospectus if the instruction or requirement is applicable. However, issuers must also comply with the applicable instructions or requirements in this Form that address areas that are not otherwise covered by the instructions or requirements in Form 41-103F1.



April 1, 2011 (2011) 34 OSCB 3890


PROPOSED AMENDMENTS TO NATIONAL INSTRUMENT 44-101 SHORT FORM PROSPECTUS DISTRIBUTIONS

1. This Instrument amends National Instrument 44-101 Short Form Prospectus Distributions.

2. Section 1.1 is amended by adding the following definition after the definition of “permitted supranational agency”:


3. Form 44-101F1 is amended by repealing item 7.3 and replacing it with the following:

7.3 Securitized Products

(1) This section applies only if securitized products are being distributed under the prospectus.

(2) Include in the prospectus the disclosure required by National Instrument 41-103 Supplementary Prospectus Disclosure Requirements for Securitized Products. For greater certainty, issuers distributing securitized products that are subject to National Instrument 41-103 must comply with the specific instructions or requirements in Form 41-103F1 Supplementary Information Required in a Securitized Products Prospectus if the instruction or requirement is applicable. However, issuers must also comply with the applicable instructions or requirements in this Form that address areas that are not otherwise covered by the instructions or requirements in Form 41-103F1.



April 1, 2011 (2011) 34 OSCB 3891


PROPOSED AMENDMENTS TO NATIONAL INSTRUMENT 51-102 CONTINUOUS DISCLOSURE OBLIGATIONS

1. This Instrument amends National Instrument 51-102 Continuous Disclosure Obligations.

2. Subsection 1.1(1) is amended by

(a) repealing the definition of “principal obligor”;

(b) adding the following definition after the definition of “SEC issuer”:


3. Form 51-102F2 – Annual Information Form is amended by repealing item 5.3 and replacing it with the following:

5.3 – Companies with Securitized Products Outstanding

If your company had securitized products outstanding, disclose the following information:

(1) Series and Class Information – Identify each series and class of securitized products that was outstanding;

(2) Payment and Performance Reports (Form 51-106F1) – List each payment and performance report filed in respect of each class or series listed in subsection (1) in respect of a payment period any part of which occurred during the three most recently completed financial years of your company, or the lesser period commencing on the first date on which securitized products of the relevant class or series were outstanding. List the date each report was filed.



April 1, 2011 (2011) 34 OSCB 3892

Annex I Local Information

ADDITIONAL INFORMATION REQUIRED IN ONTARIO

Authority for the Proposed Materials

The Proposed Securitized Products Rules are being proposed for implementation in Ontario as rules.

National Instrument 41-103 Supplementary Prospectus Disclosure Requirements for Securitized Products and the consequential amendments to each of National Instrument 41-101 General Prospectus Requirements and National Instrument 44-101 Short Form Prospectus Requirements, are being proposed under the authority of paragraph 143(1)39 of the Securities Act, which provides the Commission with the authority to make rules requiring or respecting the preparation, form and content of preliminary prospectuses and prospectuses.

National Instrument 51-106 Continuous Disclosure Requirements for Securitized Products (other than subsections 6(1) and (2), and subsections 7(1) and (2)) and the consequential amendments to National Instrument 51-102 Continuous Disclosure Obligations are being proposed under paragraph 143(1)22 of the Securities Act, which provides the Commission with the authority to make rules prescribing requirements in respect of the preparation of documents providing for continuous disclosure.Assuming we proceed with proposed National Instrument 51-106 Continuous Disclosure Requirements for Securitized Products,we would require rule-making authority in respect of subsections 6(1) and (2) and subsections 7(1) and (2) of the Instrument.

The amendments to National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings are being proposed under paragraphs 143(1)58, 59, 60 and 61 of the Securities Act.

The amendments to National Instrument 45-106 Prospectus and Registration Exemptions and National Instrument 45-102 Resale of Securities are being proposed under paragraph 143(1)20 of the Securities Act.

Alternatives Considered

No alternatives to this approach were considered.

Unpublished Materials

In proposing the Proposed Securitized Products Rules, we have not relied upon any significant unpublished study, report or decision.

April 1, 2011 (2011) 34 OSCB 3893

Chapter 7

Insider Reporting

The following is a weekly summary of insider transactions by insiders of Ontario reporting issuers in SEDI ® (the System for Electronic Disclosure by Insiders).1 The weekly summary contains insider transactions reported during the 7-day period ending Sunday at 11:59 p.m. (i.e. the Sunday prior to the Bulletin Issue date).2

Guide to Codes Relationship of Insider to Issuer (Rel=n)

1 Issuer 2 Subsidiary of Issuer 3 10% Security Holder of Issuer 4 Director of Issuer 5 Senior Officer of Issuer 6 Director or Senior Officer of 10% Security Holder 7 Director or Senior Officer of Insider or Subsidiary of Issuer (other than in 4,5,6) 8 Deemed Insider – 6 Months before becoming Insider

Nature of Transaction (T/O)

00 Opening Balance-Initial SEDI Report 10 Acquisition or disposition in the public market 11 Acquisition or disposition carried out privately 15 Acquisition or disposition under a prospectus 16 Acquisition or disposition under a prospectus exemption 22 Acquisition or disposition pursuant to a take-over bid, merger or acquisition 30 Acquisition or disposition under a purchase/ ownership plan 35 Stock dividend 36 Conversion or exchange 37 Stock split or consolidation 38 Redemption, retraction, cancellation, repurchase 40 Short sale 45 Compensation for property 46 Compensation for services 47 Acquisition or disposition by gift 48 Acquisition by inheritance or disposition by bequest 50 Grant of options 51 Exercise of options 52 Expiration of options 53 Grant of warrants 54 Exercise of warrants 55 Expiration of warrants 56 Grant of rights 57 Exercise of rights 59 Exercise for cash 70 Acquisition or disposition (writing) of third party derivative 71 Exercise of third party derivative 72 Other settlement of third party 73 Expiration of third party derivative 90 Change in nature of ownership 97 Other 99 Correction of Information

Note: The asterisk in the “Date/Month End Holding” column indicates the insider disagreed with the system calculated balance when the transaction was reported.

1 SEDI® is a registered trademark owned by CDS INC. 2 ©CDS INC.

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3894

Issuer Name Security Insider Name Rel'n Transaction Date

T/O Unit Price

Date/Month End Holdings

Acquired/ Disposed

01 Communique Laboratory Inc.

Common Shares Train, William, Archibald 4 18/03/2011 51 0.4 366,500 85,000


Options Train, William, Archibald 4 05/10/2010 50 1.56 150,000


Options Train, William, Archibald 4 05/10/2010 50 1.56 676,000 150,000


Options Train, William, Archibald 4 18/03/2011 51 0.4 626,000 -85,000


Options Train, William, Archibald 4 18/03/2011 51 0.4 541,000 -85,000


Options Zweep, K 4 05/10/2010 50 150,000


Options Zweep, K 4 05/10/2010 50 350,000 150,000

3P International Energy Corp.

Options Reznik, Mykhailo Borysovych

4 14/03/2011 00 300,000

Aberdeen International Inc. Common Shares Bharti, Stan 4 22/03/2011 11 0.88 5,570,000 -2,300,000 Aberdeen International Inc. Common Shares Bharti, Stan 4 22/09/2005 00 Aberdeen International Inc. Common Shares Bharti, Stan 4 22/03/2011 11 0.88 2,300,000 2,300,000 Absolute Software Corporation

Common Shares Absolute Software Corporation

1 18/05/2010 10 4.1 20,000

Absolute Software Corporation


1 18/05/2010 10 4.1 3,353,000 19,800



1 21/05/2010 10 4.07 1,100



1 21/05/2010 10 4.07 3,381,700 800



1 13/09/2010 10 3.99 20,000



1 13/09/2010 10 3.99 3,855,700 19,600



1 23/11/2010 10 3.932 13,100



1 23/11/2010 10 3.932 5,793,450 12,400



1 20/12/2010 10 3.47 13,100



1 20/12/2010 10 3.47 5,997,050 11,400



1 22/12/2010 10 3.54 13,100



1 22/12/2010 10 3.54 6,008,950 11,400



1 30/12/2010 10 3.6073 11,300



1 30/12/2010 10 3.6073 6,033,150 9,700



1 04/01/2011 10 3.85 13,100



1 04/01/2011 10 3.85 6,050,050 11,700



1 07/01/2011 10 3.78 13,100



1 07/01/2011 10 3.78 6,088,350 12,100



1 31/01/2011 10 3.6417 4,800



1 31/01/2011 10 3.6417 6,209,050 4,700



1 02/02/2011 10 3.98 13,100



1 02/02/2011 10 3.98 6,222,150 12,600



1 04/02/2011 10 3.85 13,100


Common Shares Mason, Gareth John 5 14/03/2011 51 1.525 2,000 2,000


Common Shares Mason, Gareth John 5 14/03/2011 10 3.66 0 -2,000


Options Mason, Gareth John 5 14/03/2011 51 1.525 69,000 -2,000

Acadian Timber Corp. Common Shares Maroun, Louis 4 01/01/2010 00 Acadian Timber Corp. Common Shares Maroun, Louis 4 01/01/2010 00 16,500

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3895


T/O Unit Price


Acquired/ Disposed

ACTIVEnergy Income Fund Trust Units Activenergy Income Fund 1 08/03/2011 38 9.32 2,000

ACTIVEnergy Income Fund Trust Units Activenergy Income Fund 1 08/03/2011 38 9.32 2,000

ACTIVEnergy Income Fund Trust Units Activenergy Income Fund 1 08/03/2011 38 9.33 20,858,004 1,200




ACTIVEnergy Income Fund Trust Units Activenergy Income Fund 1 24/03/2011 38 9.3 20,879,004 100


Adira Energy Ltd. (formerly AMG Oil Ltd.)

Options Kinley, Colin Brent 5 17/03/2011 50 0.72 1,800,000 100,000


Options Reznik Cramer, Yael 4, 5 23/11/2010 00


Options Reznik Cramer, Yael 4, 5 17/03/2011 50 0.72 200,000 200,000

Advantex Marketing International Inc.

Options Burns, Stephen Edward 4 16/03/2011 50 825,000 300,000

Aecon Group Inc. Common Shares Kindbom, Rolf Carl-Axelsson

4 21/03/2011 51 6.25 50,000 40,000

Aecon Group Inc. Options Kindbom, Rolf Carl-Axelsson

4 21/03/2011 51 6.25 125,000 -40,000

Aecon Group Inc. Common Shares Tobin, Brian Vincent 4 25/03/2011 51 6.25 112,300 51,150 Aecon Group Inc. Options Tobin, Brian Vincent 4 25/03/2011 51 6.25 73,850 -51,150 Aecon Group Inc. Common Shares Wildeboer, Robert Peter

Edward 4 25/03/2011 51 6.25 110,761 50,000

Aecon Group Inc. Options Wildeboer, Robert Peter Edward

4 25/03/2011 51 6.25 125,000 -50,000

Afexa Life Sciences Inc. Common Shares Buchanan, Ian Bruce 3 24/03/2011 10 0.5 5,318,000 -1,182,000 Afexa Life Sciences Inc. Common Shares Buchanan, Ian Bruce 3 24/03/2011 10 0.51 4,885,500 -432,500 Afexa Life Sciences Inc. Common Shares Buchanan, Ian Bruce 3 24/03/2011 10 0.52 4,571,500 -314,000 Afexa Life Sciences Inc. Common Shares Buchanan, Ian Bruce 3 24/03/2011 10 0.53 4,050,500 -521,000 Afexa Life Sciences Inc. Common Shares Buchanan, Ian Bruce 3 24/03/2011 10 0.54 3,800,500 -250,000 Afexa Life Sciences Inc. Common Shares Buchanan, Ian Bruce 3 24/03/2011 10 0.55 3,500,000 -300,500 Afexa Life Sciences Inc. Options Tulloch, Jane Hill 5 27/02/2011 52 3.42 90,000 -10,000 AGF Management Limited Common Shares ESOP -

Cash Badun, Robert 7 21/03/2011 30 4,920 434

AGF Management Limited Common Shares ESOP - Cash

CAMMARERI, ROSE 5 21/03/2011 30 6,290 3,350

AGF Management Limited Common Shares ESOP - RRSP

CAMMARERI, ROSE 5 21/03/2011 30 37 6


Hubbes, Martin 5 21/03/2011 30 4,869 -49


Scherer, Peter 5 21/03/2011 30 157 46

AGF Management Limited Common Shares ESOP - RRSP

Scherer, Peter 5 21/03/2011 30 1,197 106

AirIQ Inc. Common Shares Lobo, Vernon 4 03/02/2011 37 19,500 -760,500 AirIQ Inc. Common Shares Lobo, Vernon 4 03/02/2011 37 15,000 -585,000 AirIQ Inc. Common Shares Lobo, Vernon 4 03/02/2011 37 2,500 -97,500 AirIQ Inc. Common Shares Lobo, Vernon 4 03/02/2011 37 425 -16,575 AirIQ Inc. Rights Lobo, Vernon 4 02/12/2009 00 AirIQ Inc. Rights Lobo, Vernon 4 18/03/2011 56 19,500 19,500 AirIQ Inc. Rights Lobo, Vernon 4 02/12/2009 00 AirIQ Inc. Rights Lobo, Vernon 4 18/03/2011 56 15,000 15,000 AirIQ Inc. Rights Lobo, Vernon 4 02/12/2009 00 AirIQ Inc. Rights Lobo, Vernon 4 18/03/2011 56 2,500 2,500 AirIQ Inc. Rights Lobo, Vernon 4 02/12/2009 00 AirIQ Inc. Rights Lobo, Vernon 4 18/03/2011 56 425 425 Akela Pharma Inc. Common Shares Boone, Horace Shepard 3 25/03/2011 00 3,392,000 Alange Energy Corp. Common Shares Mann, Ian Hollis 4 24/03/2011 10 0.29 100,000 100,000 Alberta Oilsands Inc. Options director's and

agent'sConstantinidis, Andrew 5 25/03/2011 50 0.4 535,000 360,000

Alberta Oilsands Inc. Options director's and agent's

Crawford, John Robert 4 25/03/2011 50 0.4 470,000 270,000


Matheson, William M. 4 25/03/2011 50 380,000 180,000

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3896


T/O Unit Price


Acquired/ Disposed


Sokolow, Leonard Jay 4 25/03/2011 50 380,000 180,000

Algonquin Power & Utilities Corp.

Options Bronicheski, David John 5 22/03/2011 50 5.23 406,130 176,538


Options Jarratt, Christopher Kenneth

5 22/03/2011 50 5.23 713,484 335,423


Options Robertson, Ian Edward 5 22/03/2011 50 5.23 874,534 380,146

Alimentation Couche-Tard Inc.

Unité d'action fictive Davis, Darrell J. 7 22/03/2011 46 25.09 14,688 5,000


Unité d'action différée Desrosiers, Roger 4 22/03/2011 46 25.09 7,893 250


Unité d'action différée Élie, Jean André 4 22/03/2011 46 25.09 7,455 264


Unité d'action différée Kau, Mélanie 4 22/03/2011 46 25.09 12,807 590


Unité d'action fictive Landini, Bruce 7 22/03/2011 46 25.09 1,464 735


Unité d'action différée Longpré, Roger 4 22/03/2011 46 25.09 12,121 498


Unité d'action différée Sauriol, Jean-Pierre 4 22/03/2011 46 25.09 18,388 589


Unité d'action différée Turmel, Jean 4 22/03/2011 46 25.09 21,760 858

Alix Resources Corp. Common Shares England, Michael Bruno John Franz

4, 5 24/03/2011 10 0.25 521,167 48,500

AllBanc Split Corp. Preferred Shares Class B Hinds, James David 4 10/03/2011 38 26.75 360 -107

Allied Properties Real Estate Investment Trust

Units Neville, Ralph Thomas 4 31/12/2010 30 19.4 3,427 219





Almaden Minerals Ltd. Common Shares Montgomery, Joseph Hilton 4 23/12/2010 51 0.7 50,000 50,000

Almaden Minerals Ltd. Common Shares Montgomery, Joseph Hilton 4 18/03/2011 10 3.59 44,000 -6,000

Almaden Minerals Ltd. Options Montgomery, Joseph Hilton 4 23/12/2010 51 0.7 150,000 -50,000

Alpha One Corporation Options NAGAMATSU, MILES 4, 5 01/02/2011 00 Alpha One Corporation Options NAGAMATSU, MILES 4, 5 22/03/2011 50 0.3529 105,000 105,000 AltaGas Ltd. Common Shares Aarssen, Gregory Allan 5 31/12/2010 30 18.27 21,981 636 AltaGas Ltd. Common Shares Aarssen, Gregory Allan 5 31/12/2010 30 17.26 22,089 108 AltaGas Ltd. Common Shares Aarssen, Gregory Allan 5 31/12/2010 30 20.49 22,551 462 AltaGas Ltd. Common Shares Aarssen, Gregory Allan 5 31/12/2010 30 19.56 22,611 60 AltaGas Ltd. Common Shares Alexander, Richard M. 5 31/12/2010 30 18.27 99,368 1,003 AltaGas Ltd. Common Shares Alexander, Richard M. 5 31/12/2010 30 17.28 99,803 435 AltaGas Ltd. Common Shares Alexander, Richard M. 5 31/12/2010 30 20.47 100,493 690 AltaGas Ltd. Common Shares Alexander, Richard M. 5 31/12/2010 30 19.55 100,695 202 AltaGas Ltd. Common Shares Baines, Jeremy Robert 5 31/12/2010 30 18.27 6,034 522 AltaGas Ltd. Common Shares Baines, Jeremy Robert 5 31/12/2010 30 17.28 6,315 281 AltaGas Ltd. Common Shares Baines, Jeremy Robert 5 31/12/2010 30 20.47 6,674 359 AltaGas Ltd. Common Shares Baines, Jeremy Robert 5 31/12/2010 30 19.55 6,801 127 AltaGas Ltd. Common Shares Cornhill, David Wallace 4, 5 31/12/2010 30 18.27 1,070,642 933 AltaGas Ltd. Common Shares Cornhill, David Wallace 4, 5 31/12/2010 30 17.28 1,071,048 406 AltaGas Ltd. Common Shares Cornhill, David Wallace 4, 5 31/12/2010 30 20.47 1,071,689 641 AltaGas Ltd. Common Shares Cornhill, David Wallace 4, 5 31/12/2010 30 19.55 1,071,878 189 AltaGas Ltd. Common Shares Dawson, Dennis Alan 5 31/12/2010 30 18.27 44,871 730 AltaGas Ltd. Common Shares Dawson, Dennis Alan 5 31/12/2010 30 17.28 45,344 473 AltaGas Ltd. Common Shares Dawson, Dennis Alan 5 31/12/2010 30 20.47 45,847 503 AltaGas Ltd. Common Shares Dawson, Dennis Alan 5 31/12/2010 30 19.55 46,058 211 AltaGas Ltd. Common Shares Harris, David Michael 5 01/07/2010 00 AltaGas Ltd. Common Shares Harris, David Michael 5 31/12/2010 30 20.49 480 480 AltaGas Ltd. Common Shares Harris, David Michael 5 31/12/2010 30 19.83 486 6 AltaGas Ltd. Common Shares Karl, Peter Lauren 5 31/12/2010 30 20.57 16,596 314 AltaGas Ltd. Common Shares Karl, Peter Lauren 5 31/12/2010 30 19.55 16,719 123 AltaGas Ltd. Common Shares Mattson, Bradley 5 31/12/2010 30 18.27 25,794 588 AltaGas Ltd. Common Shares Mattson, Bradley 5 31/12/2010 30 17.27 25,973 179 AltaGas Ltd. Common Shares Mattson, Bradley 5 31/12/2010 30 20.47 26,378 405 AltaGas Ltd. Common Shares Mattson, Bradley 5 31/12/2010 30 19.55 26,466 88 AltaGas Ltd. Common Shares Newson, Patricia Marie 7 31/12/2010 30 18.39 287,823 563 AltaGas Ltd. Common Shares Newson, Patricia Marie 7 31/12/2010 30 17.25 287,919 96 AltaGas Ltd. Common Shares Newson, Patricia Marie 7 31/12/2010 30 20.63 288,278 359

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3897


T/O Unit Price


Acquired/ Disposed

AltaGas Ltd. Common Shares Newson, Patricia Marie 7 31/12/2010 30 19.56 288,331 53 AltaGas Ltd. Common Shares Stein, Deborah Susan 5 31/12/2010 30 18.27 11,352 1,045 AltaGas Ltd. Common Shares Stein, Deborah Susan 5 31/12/2010 30 17.28 11,853 501 AltaGas Ltd. Common Shares Stein, Deborah Susan 5 31/12/2010 30 20.47 12,572 719 AltaGas Ltd. Common Shares Stein, Deborah Susan 5 31/12/2010 30 19.55 12,802 230 AltaGas Ltd. Common Shares Stout, Kent Eugene 5 31/12/2010 30 18.27 14,251 345 AltaGas Ltd. Common Shares Stout, Kent Eugene 5 31/12/2010 30 17.28 14,477 226 AltaGas Ltd. Common Shares Stout, Kent Eugene 5 31/12/2010 30 20.47 14,715 238 AltaGas Ltd. Common Shares Stout, Kent Eugene 5 31/12/2010 30 19.55 14,816 101 AltaGas Ltd. Common Shares Toone, Randy Warren 5 31/12/2010 30 18.27 2,031 398 AltaGas Ltd. Common Shares Toone, Randy Warren 5 31/12/2010 30 17.27 2,166 135 AltaGas Ltd. Common Shares Toone, Randy Warren 5 31/12/2010 30 20.47 2,440 274 AltaGas Ltd. Common Shares Toone, Randy Warren 5 31/12/2010 30 19.49 2,479 39 AltaGas Ltd. Common Shares Tulk, David Raymond 5 01/07/2010 00 AltaGas Ltd. Common Shares Tulk, David Raymond 5 31/12/2010 30 18.28 526 526 AltaGas Ltd. Common Shares Tulk, David Raymond 5 31/12/2010 30 17.09 541 15 AltaGas Ltd. Common Shares Tulk, David Raymond 5 31/12/2010 30 20.47 877 336 AltaGas Ltd. Common Shares Tulk, David Raymond 5 31/12/2010 30 19.59 897 20 AltaGas Ltd. Common Shares Wright, David Robert 5 31/12/2010 30 18.26 20,223 1,219 AltaGas Ltd. Common Shares Wright, David Robert 5 31/12/2010 30 17.28 20,699 476 AltaGas Ltd. Common Shares Wright, David Robert 5 31/12/2010 30 20.47 21,549 850 AltaGas Ltd. Common Shares Wright, David Robert 5 31/12/2010 30 19.55 21,774 225 Altai Resources Inc. Common Shares lavoie, marc andre 4 18/03/2011 10 0.25 962,000 50,000 American Creek Resources Ltd.

Common Shares Heggie, Darcy 4 18/03/2011 10 0.08 348,000 -152,000

American Manganese Inc. Common Shares Santelli, Anthony Enrico 4 18/03/2011 10 0.7 1,143,000 -40,000 AndeanGold Ltd. Common Shares Inwentash, Sheldon 3, 6 04/03/2011 00 3,966,668 AndeanGold Ltd. Warrants Inwentash, Sheldon 3, 6 04/03/2011 00 2,833,334 Andor Mining Inc. Common Shares Dumyn, Ann Marie 5 18/01/2011 00 50,000 Andor Mining Inc. Common Shares Goad, Robin Ellis 4 24/03/2011 00 250,000 Angle Energy Inc. Common Shares Christie-Burns, Heather

Lynn 5 21/03/2011 51 569,033 40,000

Angle Energy Inc. Common Shares Christie-Burns, Heather Lynn

5 22/03/2011 10 8.55 568,233 -800

Angle Energy Inc. Common Shares Christie-Burns, Heather Lynn

5 22/03/2011 10 8.55 529,033 -39,200

Angle Energy Inc. Options Christie-Burns, Heather Lynn

5 18/03/2011 50 8.4 612,250 40,000

Angle Energy Inc. Options Christie-Burns, Heather Lynn

5 21/03/2011 51 3 572,250 -40,000

Angle Energy Inc. Common Shares Dunne, Timothy Vaughan 4 21/03/2011 47 141,026 -1,800 Angle Energy Inc. Options Dunne, Timothy Vaughan 4 18/03/2011 50 8.4 110,000 85,000 Angle Energy Inc. Common Shares Fischbuch, Douglas Gregg 4, 5 24/03/2011 51 2,961,649 45,000

Angle Energy Inc. Options Fischbuch, Douglas Gregg 4, 5 18/03/2011 50 8.4 621,500 45,000

Angle Energy Inc. Options Fischbuch, Douglas Gregg 4, 5 24/03/2011 51 3 576,500 -45,000

Angle Energy Inc. Common Shares Symon, Stuart 5 18/03/2011 51 448,261 250,000 Angle Energy Inc. Common Shares Symon, Stuart 5 18/03/2011 10 8.63 348,261 -100,000 Angle Energy Inc. Options Symon, Stuart 5 18/03/2011 50 8.4 725,750 250,000 Angle Energy Inc. Options Symon, Stuart 5 18/03/2011 51 3 475,750 -250,000 Arbor Memorial Services Inc. Common Shares Class B

- Non-Voting JC CLARK LTD. 3 18/03/2011 10 24.018 310,634 500

Arbor Memorial Services Inc. Common Shares Class B - Non-Voting

JC CLARK LTD. 3 21/03/2011 10 24.5 315,634 5,000

ARC Resources Ltd. Performance Share Units (PSU) (Cash based only)

Anderson, Terry Michael 5 15/03/2011 57 47,836 -6,734


Anderson, Terry Michael 5 15/03/2011 56 56,343 8,507


Carey, David Paul 5 15/03/2011 57 47,206 -6,324


Carey, David Paul 5 15/03/2011 56 56,280 9,074


Dafoe, P. Van R. 5 15/03/2011 57 37,856 -5,124


Dafoe, P. Van R. 5 15/03/2011 56 44,945 7,089

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3898


T/O Unit Price


Acquired/ Disposed

ARC Resources Ltd. Common Shares Dielwart, John Patrick 5 18/03/2011 10 27.19 14,727 315 ARC Resources Ltd. Common Shares Dielwart, John Patrick 5 18/03/2011 10 26.68 166,502 -2,577 ARC Resources Ltd. Common Shares Dielwart, John Patrick 5 18/03/2011 10 27.19 166,187 -315 ARC Resources Ltd. Common Shares Dielwart, John Patrick 5 18/03/2011 10 26.68 135,826 2,577 ARC Resources Ltd. Performance Share Units

(PSU) (Cash based only) Dielwart, John Patrick 5 15/03/2011 57 155,242 -20,111


Dielwart, John Patrick 5 15/03/2011 56 177,549 22,307

ARC Resources Ltd. Common Shares Gervais, George Edward 5 16/03/2011 10 26.1 6,147 1,000 ARC Resources Ltd. Common Shares Gervais, George Edward 5 18/03/2011 10 27.29 7,147 1,000 ARC Resources Ltd. Performance Share Units

(PSU) (Cash based only) Gervais, George Edward 5 15/03/2011 57 26,021 -3,416


Gervais, George Edward 5 15/03/2011 56 33,110 7,089


Gill, Terrence Nigel 5 15/03/2011 57 47,206 -6,324


Gill, Terrence Nigel 5 15/03/2011 56 56,280 9,074

ARC Resources Ltd. Common Shares Groeneveld, Neil Adrian 5 17/03/2011 10 26.73 14,831 1,031 ARC Resources Ltd. Performance Share Units

(PSU) (Cash based only) Groeneveld, Neil Adrian 5 15/03/2011 57 30,963 -3,816


Groeneveld, Neil Adrian 5 15/03/2011 56 37,580 6,617


Roberts, Allan Ross 5 15/03/2011 57 24,314 -3,124


Roberts, Allan Ross 5 15/03/2011 56 30,931 6,617


Sinclair, Steven William 5 15/03/2011 57 67,999 -9,345


Sinclair, Steven William 5 15/03/2011 50 79,342 11,343

ARC Resources Ltd. Common Shares Stadnyk, Myron Maurice 5 15/03/2011 30 25.42 166,154 651 ARC Resources Ltd. Common Shares Stadnyk, Myron Maurice 5 17/03/2011 10 26.73 172,242 6,088 ARC Resources Ltd. Performance Share Units

(PSU) (Cash based only) Stadnyk, Myron Maurice 5 15/03/2011 57 101,566 -12,788


Stadnyk, Myron Maurice 5 15/03/2011 56 118,391 16,825

Argonaut Exploration Inc. Common Shares Chebry, Charles Richard 3, 4 18/03/2011 10 0.17 3,436,000 2,000 Argonaut Exploration Inc. Common Shares Chebry, Charles Richard 3, 4 21/03/2011 10 0.155 3,439,000 3,000 Arius3D Corp. (Formerly, Rebecca Capital Inc.)

Common Shares Frontier One Company Ltd. 3 18/03/2011 11 36,314,613 -220,000

Armada Data Corporation Common Shares Timoteo, Paul J. 4, 5 22/03/2011 10 0.195 2,467,395 15,000 Arsenal Energy Inc. Options Sawatzky, Kent Lambert 5 24/01/2011 00 Arsenal Energy Inc. Options Sawatzky, Kent Lambert 5 24/01/2011 00 500,000 Ashburton Ventures Inc. Common Shares England, Michael Bruno

John Franz 4 22/03/2011 10 0.18 3,096,300 -20,000

Astral Mining Corporation Common Shares Consolidated International Investment Holdings Inc.

3 17/03/2011 10 0.22 531,000 -50,000

Atacama Pacific Gold Corporation

Options Brewer, Nathan Hale 4 18/03/2011 50 4.65 100,000 25,000


Options Champagne, Paul C. 4 18/03/2011 50 4.65 230,000 170,000


Options Hansen, Carl 4, 5 18/03/2011 50 790,000 475,000


Common Shares Ortuzar, Antonio 4 03/11/2010 00


Common Shares Ortuzar, Antonio 4 17/03/2011 51 0.5 100,000 100,000

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3899


T/O Unit Price


Acquired/ Disposed


Common Shares Ortuzar, Antonio 4 17/03/2011 10 4 0 -100,000


Options Ortuzar, Antonio 4 17/03/2011 51 0.5 40,000 -100,000


Options Ortuzar, Antonio 4 18/03/2011 50 4.65 140,000 100,000


Common Shares PLADSEN, THOMAS JOHN

5 14/03/2011 51 0.5 536,500 250,000


Common Shares PLADSEN, THOMAS JOHN

5 14/03/2011 10 4 286,500 -250,000


Options PLADSEN, THOMAS JOHN

5 14/03/2011 51 0.5 190,000 -250,000


Options PLADSEN, THOMAS JOHN

5 18/03/2011 50 4.65 475,000 285,000


Options Schneider, Albrecht Georg 4, 5 18/03/2011 50 4.65 1,015,000 700,000

ATCO LTD. Non-Voting Shares Class I

Bale, Brian R 7 15/03/2011 30 58.5 2,000


Bale, Brian R 7 15/03/2011 30 57.34 5,000 2,000


Cumming, Kevin J. 7 15/03/2011 30 58.5 2,000


Cumming, Kevin J. 7 15/03/2011 30 57.34 2,000 2,000


DeChamplain, Dennis A 7 15/03/2011 30 58.5 2,000


DeChamplain, Dennis A 7 15/03/2011 30 57.34 2,000 2,000


Ell, John W. 7 15/03/2011 30 58.5 2,000


Ell, John W. 7 15/03/2011 30 57.34 2,000 2,000

ATCO LTD. Options 56.63 Ell, John W. 7 15/03/2011 50 1,000 ATCO LTD. Options 56.63 Ell, John W. 7 15/03/2011 50 1,000 1,000 ATCO LTD. Non-Voting Shares Class

IGarvey, Scott James 5 15/03/2011 30 58.5 2,000


Garvey, Scott James 5 15/03/2011 30 57.34 2,000 2,000


Han, Alfred S. 7 15/03/2011 30 58.5 1,000


Han, Alfred S. 7 15/03/2011 30 57.34 3,000 1,000


Kiefer, Siegfried W. 7, 5 15/03/2011 30 58.5 2,500


Kiefer, Siegfried W. 7, 5 15/03/2011 30 57.34 5,500 2,500

ATCO LTD. Rights 43.30 (SAR) Kiefer, Siegfried W. 7, 5 22/03/2011 59 0 -8,000 ATCO LTD. Rights 47.63 (SAR) Kiefer, Siegfried W. 7, 5 24/03/2011 59 0 -10,000 ATCO LTD. Non-Voting Shares Class

ILambright, Roberta L. 5 15/03/2011 30 58.5 2,000


Lambright, Roberta L. 5 15/03/2011 30 57.34 2,000 2,000


Myles, Robert J. 7 15/03/2011 30 58.5 1,000


Myles, Robert J. 7 15/03/2011 30 57.34 3,000 1,000


Neumann, Robert C. 5 15/03/2011 30 58.5 1,000


Neumann, Robert C. 5 15/03/2011 30 57.34 2,000 1,000


Policicchio, Sett F. 5 15/03/2011 30 58.5 2,000


Policicchio, Sett F. 5 15/03/2011 30 57.34 2,000 2,000


Southern, Nancy C. 4, 6, 7, 5 15/03/2011 30 58.5 10,000


Southern, Nancy C. 4, 6, 7, 5 15/03/2011 30 57.34 20,000 10,000

ATCO LTD. Rights 56.63 (SAR) Southern, Nancy C. 4, 6, 7, 5 15/03/2011 56 12,500 ATCO LTD. Rights 56.63 (SAR) Southern, Nancy C. 4, 6, 7, 5 15/03/2011 56 12,500 12,500 ATCO LTD. Non-Voting Shares Class

IWerth, Susan R. 6, 7, 5 15/03/2011 30 58.5 2,500

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3900


T/O Unit Price


Acquired/ Disposed


Werth, Susan R. 6, 7, 5 15/03/2011 30 57.34 5,500 2,500


Wilmot, Harry G. 5 15/03/2011 30 58.5 5,000


Wilmot, Harry G. 5 15/03/2011 30 57.34 8,000 5,000


Wilmot, Harry G. 5 15/03/2011 30 58.5 5,000


Wilmot, Harry G. 5 15/03/2011 30 57.34 13,000 5,000


Wright, Paul 5 15/03/2011 30 58.5 2,000


Wright, Paul 5 15/03/2011 30 57.34 3,543 2,000

ATLANTIS SYSTEMS CORP.

Common Shares ComVest Capital, LLC 3 18/03/2011 11 0.4 7,478,950 709,776

ATLANTIS SYSTEMS CORP.

Common Shares ComVest Capital, LLC 3 18/03/2011 11 0.4 6,769,174 -709,776

Atrium Innovations Inc. Common Shares Deslauriers, Manon 7, 5 22/03/2011 51 3.07 5,415 5,000 Atrium Innovations Inc. Common Shares Deslauriers, Manon 7, 5 22/03/2011 51 4.21 25,415 20,000 Atrium Innovations Inc. Common Shares Deslauriers, Manon 7, 5 22/03/2011 10 16.13 20,915 -4,500 Atrium Innovations Inc. Common Shares Deslauriers, Manon 7, 5 22/03/2011 10 16.1 13,915 -7,000 Atrium Innovations Inc. Common Shares Deslauriers, Manon 7, 5 22/03/2011 10 16.08 12,615 -1,300 Atrium Innovations Inc. Common Shares Deslauriers, Manon 7, 5 22/03/2011 10 16.07 11,015 -1,600 Atrium Innovations Inc. Common Shares Deslauriers, Manon 7, 5 22/03/2011 10 16.06 10,715 -300 Atrium Innovations Inc. Common Shares Deslauriers, Manon 7, 5 22/03/2011 10 16.01 10,415 -300 Atrium Innovations Inc. Common Shares Deslauriers, Manon 7, 5 22/03/2011 10 16.01 -10,000 Atrium Innovations Inc. Common Shares Deslauriers, Manon 7, 5 23/03/2011 10 16.01 415 -10,000 Atrium Innovations Inc. Options Deslauriers, Manon 7, 5 22/03/2011 51 3.07 5,000 Atrium Innovations Inc. Options Deslauriers, Manon 7, 5 22/03/2011 51 3.07 5,000 Atrium Innovations Inc. Options Deslauriers, Manon 7, 5 22/03/2011 51 3.07 40,000 -5,000 Atrium Innovations Inc. Options Deslauriers, Manon 7, 5 22/03/2011 51 4.21 20,000 -20,000 Augen Capital Corp Common Shares Brewster, Norman 4 27/09/2010 00 Augen Capital Corp Common Shares Brewster, Norman 4 31/12/2010 16 0.07 300,000 300,000 Augen Capital Corp Warrants Brewster, Norman 4 27/09/2010 00 Augen Capital Corp Warrants Brewster, Norman 4 31/12/2010 16 150,000 150,000 Augusta Resource Corporation

Common Shares HudBay Minerals Inc. 3 18/03/2011 54 3.9 20,242,285 5,452,795

Augusta Resource Corporation

Warrants HudBay Minerals Inc. 3 18/03/2011 54 3.9 0 -5,452,795

Aura Minerals Inc. Common Shares Yamana Gold Inc. 3 18/03/2011 16 3.83 42,400,374 19,056,113 AurCrest Gold Inc. Common Shares Brodie-Brown, Ian

Alexander 4, 5 18/03/2011 10 0.165 675,272 5,000

AurCrest Gold Inc. Common Shares Brodie-Brown, Ian Alexander

4, 5 21/03/2011 10 0.17 680,272 5,000

AurCrest Gold Inc. Common Shares Brodie-Brown, Ian Alexander

4, 5 24/03/2011 10 0.165 685,272 5,000

Aurizon Mines Ltd. Common Shares HALL, DAVID POLSON 4, 5 23/03/2011 10 7.2 883,042 -10,000 Australian Banc Income Fund

Units - Class F Murdoch, W. Neil 5 18/03/2011 00 20,000

Automodular Corporation (formerly Algonquin Mercantile)

Common Shares Blair, Michael Finley Lawrence

4, 5 24/03/2011 11 0.9 4,052,463 1,872,463

Avala Resources Ltd. Common Shares Dundee Precious Metals Inc.

3 22/03/2011 54 0.5 110,156,036 34,290,179

Avala Resources Ltd. Warrants Dundee Precious Metals Inc.

3 22/03/2011 54 0.5 0 -34,290,179

Avion Gold Corporation Options Begeman, John A. 4 24/03/2011 50 2,850,000 350,000 Avion Gold Corporation Options Bharti, Stan 4 24/03/2011 50 5,487,500 250,000 Avion Gold Corporation Options Bradfield, Andrew 5 24/03/2011 50 1.71 2,250,000 250,000 Avion Gold Corporation Options COLEMAN, James

Hayward4 24/03/2011 50 700,000 200,000

Avion Gold Corporation Options Davies, Brianna Kirsten 5 24/03/2011 50 725,000 150,000 Avion Gold Corporation Options Dudek, Don 4, 5 24/03/2011 50 2,350,000 250,000 Avion Gold Corporation Common Shares Faught, George D. 4 24/03/2011 10 1.75 50,000 25,000 Avion Gold Corporation Options Faught, George D. 4 24/03/2011 50 1.71 750,000 150,000 Avion Gold Corporation Options Humphrey, Raymond Bruce 4 24/03/2011 50 1,200,000 150,000

Avion Gold Corporation Options Mackenzie, Lewis Wharton 4 24/03/2011 50 675,000 150,000

Avion Gold Corporation Common Shares Pettigrew, Pierre Stewart 4 27/05/2008 00 Avion Gold Corporation Common Shares Pettigrew, Pierre Stewart 4 25/03/2011 51 0.2 100,000 100,000 Avion Gold Corporation Common Shares Pettigrew, Pierre Stewart 4 25/03/2011 10 1.71 0 -100,000 Avion Gold Corporation Options Pettigrew, Pierre Stewart 4 24/03/2011 50 1,450,000 150,000

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3901


T/O Unit Price


Acquired/ Disposed

Avion Gold Corporation Options Pettigrew, Pierre Stewart 4 25/03/2011 51 1,350,000 -100,000 Axia NetMedia Corporation Common Shares Phillips, Robert L. 4 21/03/2011 97 10,000 -10,000

Axia NetMedia Corporation Common Shares Phillips, Robert L. 4 17/10/2000 00

Axia NetMedia Corporation Common Shares Phillips, Robert L. 4 21/03/2011 97 10,000 10,000

Axia NetMedia Corporation Common Shares Sigler, Murray 5 21/03/2011 10 1.6 37,811 15,000

AXMIN Inc. (formerly Asquith Resources Inc.)

Options Webster, Judith Lynne 8 08/03/2011 52 0.71 600,000 -75,000

BacTech Environmental Corporation

Common Shares Orr, Murray Ross 7 18/03/2011 10 0.12 591,000 25,000

Ballard Power Systems Inc. Common Shares Murray, Jay Francis 5 22/03/2011 10 2.15 9,550 -5,000

Ballard Power Systems Inc. Common Shares Sheridan, John W. 4 18/03/2011 10 2.1 288,513 -5,000



Bank of Montreal Common Shares Downe, William 5 24/03/2011 51 35.68 266,505 103,266 Bank of Montreal Common Shares Downe, William 5 24/03/2011 10 62.79 163,239 -103,266 Bank of Montreal Common Shares Downe, William 5 25/03/2011 51 35.68 177,039 13,800 Bank of Montreal Options Downe, William 5 24/03/2011 51 35.68 1,167,236 -103,266 Bank of Montreal Options Downe, William 5 25/03/2011 51 35.68 1,153,436 -13,800 Bank of Montreal Common Shares Ouellette, Gilles Gerard 5 17/03/2011 51 35.68 110,500 110,500 Bank of Montreal Common Shares Ouellette, Gilles Gerard 5 17/03/2011 10 61.67 0 -110,500 Bank of Montreal Options Ouellette, Gilles Gerard 5 17/03/2011 51 35.68 623,825 -110,500 Bank of Montreal Restricted Share Units Rajpal, Surjit 5 23/03/2011 00 25,432 Bank of Montreal Restricted Share Units Robertson, Russel Clark 5 22/12/2010 56 59.71 7,536 Bank of Montreal Restricted Share Units Robertson, Russel Clark 5 22/12/2010 56 59.71 7,536 Bank of Montreal Restricted Share Units Robertson, Russel Clark 5 22/12/2010 56 59.71 7,536 Bank of Montreal Restricted Share Units Robertson, Russel Clark 5 22/12/2010 56 59.71 36,318 7,536 Bank of Nova Scotia, The Common Shares ESOP Orestes, Perry Melvin 5 03/12/2010 30 429 Bank of Nova Scotia, The Common Shares ESOP Orestes, Perry Melvin 5 03/12/2010 30 429 Bank of Nova Scotia, The Options Orestes, Perry Melvin 5 13/12/2010 50 2,270 Bank of Nova Scotia, The Options Orestes, Perry Melvin 5 13/12/2010 50 2,270 Bank of Nova Scotia, The Common Shares ESOP Pflugfelder, Kenneth Carl 5 31/12/2010 30 117 Bank of Nova Scotia, The Common Shares ESOP Pflugfelder, Kenneth Carl 5 31/12/2010 30 117 Bank of Nova Scotia, The Common Shares Shaw, Allan Cameron 4 24/03/2011 10 59.5 12,172 -5,000 Bank of Nova Scotia, The Common Shares Sobey, Paul David 4 24/03/2011 51 24.675 4,000 4,000 Bank of Nova Scotia, The Common Shares Sobey, Paul David 4 24/03/2011 90 0 -4,000 Bank of Nova Scotia, The Common Shares Sobey, Paul David 4 24/03/2011 90 30,000 4,000 Bank of Nova Scotia, The Options Sobey, Paul David 4 24/03/2011 51 4,000 -4,000 Barker Minerals Ltd. Common Shares Kristian, Jerry Archie 3, 4 18/03/2011 11 0.05 20,046,196 500,000 Barker Minerals Ltd. Warrants Kristian, Jerry Archie 3, 4 18/03/2011 11 0.1 8,050,000 500,000 Barker Minerals Ltd. Common Shares Oxley, Harold 4 18/03/2011 11 0.05 1,271,597 120,000 Barker Minerals Ltd. Warrants Oxley, Harold 4 18/03/2011 11 0.1 617,500 120,000 Barrick Gold Corporation Rights Restricted Share

Units (cash settled) Atkinson, Kevin Matthew 7 31/12/2010 30 47.75 9,396 66

Barrick Gold Corporation Rights Restricted Share Units (cash settled)

Buchanan, Paul Andrew 7 31/12/2010 30 47.75 3,663 36

Barrick Gold Corporation Common Shares Dushnisky, Kelvin Paul Michael

5 21/03/2011 51 27.25 5,000 5,000


5 21/03/2011 10 50.144 0 -5,000


5 22/03/2011 51 27.25 5,000 5,000


5 22/03/2011 10 50.236 0 -5,000

Barrick Gold Corporation Options Stock Option Plan (2004)

Dushnisky, Kelvin Paul Michael

5 21/03/2011 51 27.25 331,436 -5,000

Barrick Gold Corporation Options Stock Option Plan (2004)


5 22/03/2011 51 27.25 326,436 -5,000

Barrick Gold Corporation Rights Performance Restricted Share Units (cash settled)


5 31/12/2010 30 47.75 37,491 259



5 31/12/2010 30 47.75 61,692 597


Galbraith, Stephen Robin 7 31/12/2010 30 47.75 8,683 93

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3902


T/O Unit Price


Acquired/ Disposed


Gonzales, Igor 5 31/12/2010 30 47.75 8,536 62


Gonzales, Igor 5 31/12/2010 30 47.75 10,495 179


Halverson, Gary Bernard 5 31/12/2010 30 47.75 6,191 26


Halverson, Gary Bernard 5 31/12/2010 30 47.75 25,505 213

Barrick Gold Corporation Common Shares Kinver, Peter James Vivian 5 09/09/2003 00

Barrick Gold Corporation Common Shares Kinver, Peter James Vivian 5 24/03/2011 97 517 517

Barrick Gold Corporation Common Shares Kinver, Peter James Vivian 5 31/12/2010 30 38.14 517 5

Barrick Gold Corporation Common Shares Kinver, Peter James Vivian 5 24/03/2011 97 0 -517


Kinver, Peter James Vivian 5 31/12/2010 30 47.75 54,117 386


Kinver, Peter James Vivian 5 31/12/2010 30 47.75 54,117 661


Krcmarov, Robert Ljubomir 5 31/12/2010 30 47.75 7,346 37


Krcmarov, Robert Ljubomir 5 31/12/2010 30 47.75 12,243 121


Lang, Gregory Anthony 5 31/12/2010 30 47.75 8,200 60


Lang, Gregory Anthony 5 31/12/2010 30 47.75 10,145 167


Mavor, James Whyte 5 31/12/2010 30 47.75 9,545 91


Measom, Blake Lawrence 7 31/12/2010 30 47.75 11,695 149


Pon, Calvin Francis 5 31/12/2010 30 47.75 10,151 101


Potter, George Maurice 5 31/12/2010 30 47.75 12,173 79


Potter, George Maurice 5 31/12/2010 30 47.75 14,055 170


Regent, Aaron William 4, 5 31/12/2010 30 47.75 55,533 326


Regent, Aaron William 4, 5 31/12/2010 30 47.75 161,391 1,341


Ritz, Donald David 5 31/12/2010 30 47.75 6,675 18


Ritz, Donald David 5 31/12/2010 30 47.75 10,813 50

Barrick Gold Corporation Common Shares Sokalsky, Jamie Calvin 5 13/12/2002 00 Barrick Gold Corporation Common Shares Sokalsky, Jamie Calvin 5 24/03/2011 97 1,451 1,451 Barrick Gold Corporation Common Shares Sokalsky, Jamie Calvin 5 31/12/2010 30 42.86 1,451 828 Barrick Gold Corporation Common Shares Sokalsky, Jamie Calvin 5 24/03/2011 97 0 -1,451 Barrick Gold Corporation Rights Performance

Restricted Share Units (cash settled)

Sokalsky, Jamie Calvin 5 31/12/2010 30 47.75 52,912 379


Sokalsky, Jamie Calvin 5 31/12/2010 30 47.75 52,913 580

Barrick Gold Corporation Common Shares Veenman, Sybil Elsa 5 28/07/2010 00 Barrick Gold Corporation Common Shares Veenman, Sybil Elsa 5 24/03/2011 97 50 50 Barrick Gold Corporation Common Shares Veenman, Sybil Elsa 5 28/07/2010 00 Barrick Gold Corporation Common Shares Veenman, Sybil Elsa 5 31/12/2010 30 52.87 50 50 Barrick Gold Corporation Common Shares Veenman, Sybil Elsa 5 24/03/2011 97 0 -50 Barrick Gold Corporation Rights Restricted Share

Units (cash settled) Veenman, Sybil Elsa 5 31/12/2010 30 47.75 20,223 96

Baymount Incorporated (formerly Academy Capital Corp.)

Common Shares Ashworth, Gordon Roy 4 15/03/2011 10 0.075 2,381,083 733,333

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3903


T/O Unit Price


Acquired/ Disposed


Warrants Ashworth, Gordon Roy 4 30/08/2005 00 733,333


Common Shares Biemann, Frank Helmut 4 16/08/2010 37 133,211 -2,531,001


Common Shares Biemann, Frank Helmut 4 18/03/2011 11 0.075 633,211 500,000


Common Shares Carbonaro, David 4, 5 16/08/2010 37 214,384 -4,073,296


Common Shares Carbonaro, David 4, 5 15/03/2011 16 0.075 1,347,717 1,133,333


Common Shares Carbonaro, David 4, 5 16/08/2010 37 17,324 -329,156


Warrants Carbonaro, David 4, 5 15/03/2011 16 0.1 1,633,333 1,133,333

Baytex Energy Corp. Common Shares Aylesworth, William Derek 5 18/03/2011 57 22.51 77,900 900 Baytex Energy Corp. Common Shares Aylesworth, William Derek 5 18/03/2011 10 55.81 77,000 -900 Baytex Energy Corp. Common Shares Aylesworth, William Derek 5 21/03/2011 57 22.51 91,100 14,100 Baytex Energy Corp. Common Shares Aylesworth, William Derek 5 21/03/2011 10 55.8 77,000 -14,100 Baytex Energy Corp. Common Shares Aylesworth, William Derek 5 21/03/2011 57 17.97 94,000 17,000 Baytex Energy Corp. Common Shares Aylesworth, William Derek 5 21/03/2011 10 56.316 77,000 -17,000 Baytex Energy Corp. Common Shares Aylesworth, William Derek 5 21/03/2011 57 17.97 90,000 13,000 Baytex Energy Corp. Incentive Rights Aylesworth, William Derek 5 18/03/2011 57 22.51 219,100 -900 Baytex Energy Corp. Incentive Rights Aylesworth, William Derek 5 21/03/2011 57 22.51 205,000 -14,100 Baytex Energy Corp. Incentive Rights Aylesworth, William Derek 5 21/03/2011 57 17.97 188,000 -17,000 Baytex Energy Corp. Incentive Rights Aylesworth, William Derek 5 21/03/2011 57 17.97 175,000 -13,000 Baytex Energy Corp. Common Shares Chan, Raymond Tatsun 4 23/03/2011 57 22.51 320,000 150,000 Baytex Energy Corp. Common Shares Chan, Raymond Tatsun 4 23/03/2011 10 56.25 256,200 -63,800 Baytex Energy Corp. Common Shares Chan, Raymond Tatsun 4 24/03/2011 10 56.16 220,000 -36,200 Baytex Energy Corp. Incentive Rights Chan, Raymond Tatsun 4 23/03/2011 57 22.51 225,000 -150,000 Baytex Energy Corp. Common Shares CHWYL, EDWARD 4 22/03/2011 10 56.5 95,188 -4,312 Baytex Energy Corp. Common Shares CHWYL, EDWARD 4 22/03/2011 10 56.4 85,188 -10,000 Baytex Energy Corp. Common Shares CHWYL, EDWARD 4 23/03/2011 10 56.5 80,688 -4,500 Baytex Energy Corp. Common Shares Paterson, Richard Shaun 5 21/03/2011 57 13.59 23,534 10,000 Baytex Energy Corp. Common Shares Paterson, Richard Shaun 5 21/03/2011 10 55.822 13,534 -10,000 Baytex Energy Corp. Incentive Rights Paterson, Richard Shaun 5 21/03/2011 57 22.65 280,000 -10,000 Baytex Energy Corp. Common Shares Smith, Mark Fraser 5 21/03/2011 57 10.97 18,385 10,000 Baytex Energy Corp. Common Shares Smith, Mark Fraser 5 21/03/2011 10 56.5 8,385 -10,000 Baytex Energy Corp. Incentive Rights Smith, Mark Fraser 5 21/03/2011 57 20.16 180,000 -10,000 Bear Creek Mining Corporation

Options Antunez de Mayolo, Elsiario 5 23/03/2011 50 10.77 170,000 30,000

Bear Creek Mining Corporation

Options De Witt, David E. 4, 5 23/03/2011 50 10.77 145,000 50,000


Options Dean, Corey Michael 5 23/03/2011 50 10.77 60,000 10,000


Options Grau, Miguel 4 23/03/2011 50 10.77 70,000 50,000


Options LEDUC, MARC PAUL FRANCOIS

5 23/03/2011 50 10.77 555,000 75,000


Options McLeod-Seltzer, Catherine 4, 5 23/03/2011 50 10.77 283,600 100,000


Options Morano, Kevin Robert 4 23/03/2011 50 10.77 290,000 100,000


Options Perez, Rosana 5 23/03/2011 50 10.77 21,000 3,000


Options Petrina, Anthony Julian 4 23/03/2011 50 10.77 145,000 50,000


Options Swarthout, Andrew 4, 5 23/03/2011 50 10.77 495,000 200,000


Options Tweddle, Frank R. 4 23/03/2011 50 10.77 125,000 50,000


Options Watson, Nolan Allan 4 23/03/2011 50 10.77 150,000 50,000

Bear Lake Gold Ltd. Common Shares LARSEN, THOMAS 4 18/03/2011 10 0.19 1,320,986 -12,000 Bear Lake Gold Ltd. Common Shares LARSEN, THOMAS 4 18/03/2011 10 0.185 1,301,986 -19,000 Bear Lake Gold Ltd. Common Shares LARSEN, THOMAS 4 18/03/2011 10 0.195 1,279,986 -22,000 Bear Lake Gold Ltd. Common Shares LARSEN, THOMAS 4 18/03/2011 10 0.18 1,262,986 -17,000

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3904


T/O Unit Price


Acquired/ Disposed

Bell Aliant Regional Communications, Limited Partnership

Medium Term notes Series 7

Turcotte, Martine 6 18/02/2011 00

Bell Aliant Regional Communications, Limited Partnership

Medium Term notes Series 7

Turcotte, Martine 6 18/02/2011 15 100.75 $1,000 $1,000

Benton Resources Corp. Common Shares Barr, Clinton 4 23/03/2011 51 0.36 1,310,686 500,000 Benton Resources Corp. Options Barr, Clinton 4 23/03/2011 51 0.36 1,750,000 -500,000 Benton Resources Corp. Common Shares Benton Resources Corp. 1 28/02/2011 38 435,000 Benton Resources Corp. Common Shares Benton Resources Corp. 1 28/02/2011 38 435,400 435,400 Benton Resources Corp. Common Shares Benton Resources Corp. 1 24/03/2011 38 1,497,100 1,061,700 Benton Resources Corp. Common Shares Fretwell, Gordon 4, 5 24/03/2011 51 0.36 862,750 200,000 Benton Resources Corp. Options Fretwell, Gordon 4, 5 24/03/2011 51 0.36 1,050,000 -200,000 Benton Resources Corp. Common Shares Stares, Michael 4 23/03/2011 51 0.36 2,347,666 500,000 Benton Resources Corp. Options Stares, Michael 4 23/03/2011 51 0.36 1,550,000 -500,000 Benton Resources Corp. Common Shares Stares, Stephen 4 23/03/2011 51 0.36 2,838,666 500,000 Benton Resources Corp. Options Stares, Stephen 4 23/03/2011 51 0.36 1,910,000 -500,000 Big Rock Brewery Inc. Options Dubois, Dwayne David 5 22/03/2011 50 16.6 21,500 7,500 Big Rock Brewery Inc. Options Gautreau, Paul Henry 5 22/03/2011 50 16.6 41,500 7,500 Big Rock Brewery Inc. Options Hartley, John 4 22/03/2011 50 6,000 2,000 Big Rock Brewery Inc. Options Jackson, James Meadow 4 22/03/2011 50 16.6 11,000 2,000 Big Rock Brewery Inc. Options Kohut, Michael G 4 22/03/2011 50 16.6 6,000 2,000 Big Rock Brewery Inc. Options McKenzie, William Walter 5 22/03/2011 50 16.6 27,000 9,000 Big Rock Brewery Inc. Options McNally-Leitch, Kathleen

Margaret4 22/03/2011 50 16.6 11,000 2,000

Big Rock Brewery Inc. Options McNally, Edward 3, 4, 5 22/03/2011 56 16.6 12,000 Big Rock Brewery Inc. Options McNally, Edward 3, 4, 5 22/03/2011 50 16.6 86,000 12,000 Big Rock Brewery Inc. Options Millikin, Cameron 4 22/03/2011 50 16.6 11,000 2,000 Big Rock Brewery Inc. Options Peters, Robert George 4 22/03/2011 50 16.6 11,000 2,000 Big Rock Brewery Inc. Options Riddell, James H. T. 4 22/03/2011 50 16.6 11,000 2,000 Big Rock Brewery Inc. Options Rowland, Brian Todd 5 22/03/2011 50 16.6 35,000 6,000 Big Rock Brewery Inc. Options Tallman, Gordon G. 4 22/03/2011 50 16.6 11,000 2,000 Bioniche Life Sciences Inc. Common Shares Phillips, Nigel Charles 5 22/03/2011 51 0.9 110,000 100,000 Bioniche Life Sciences Inc. Options common Phillips, Nigel Charles 5 22/03/2011 51 0.9 75,243 -100,000 Bioniche Life Sciences Inc. Common Shares Rogan, Dragan Radovan 5 01/12/1988 00 Bioniche Life Sciences Inc. Common Shares Rogan, Dragan Radovan 5 18/03/2011 51 0.44 15,600 15,600 Bioniche Life Sciences Inc. Common Shares Rogan, Dragan Radovan 5 22/03/2011 10 1.31 0 -15,600 Bioniche Life Sciences Inc. Common Shares Rogan, Dragan Radovan 5 25/03/2011 51 0.93 20,000 20,000 Bioniche Life Sciences Inc. Options common Rogan, Dragan Radovan 5 18/03/2011 51 0.44 197,400 -15,600 Bioniche Life Sciences Inc. Options common Rogan, Dragan Radovan 5 25/03/2011 51 0.93 177,400 -20,000 Biosign Technologies Inc. Common Shares D'Amato, Alfonse 4 15/07/2010 10 1.2 620,385 10,000 Biosign Technologies Inc. Common Shares D'Amato, Alfonse 4 15/07/2010 10 1.22 630,385 10,000 Biosign Technologies Inc. Common Shares D'Amato, Alfonse 4 20/07/2010 10 1.8 640,385 10,000 Biosign Technologies Inc. Common Shares D'Amato, Alfonse 4 21/07/2010 10 1.99 655,385 15,000 Biosign Technologies Inc. Common Shares D'Amato, Alfonse 4 21/07/2010 10 1.22 755,385 100,000 Biosign Technologies Inc. Common Shares D'Amato, Alfonse 4 22/07/2010 00 610,385 Biosign Technologies Inc. Common Shares D'Amato, Alfonse 4 22/07/2010 10 2.03 765,385 10,000 Biosign Technologies Inc. Common Shares D'Amato, Alfonse 4 22/07/2010 10 2.4 785,385 20,000 Biosign Technologies Inc. Common Shares D'Amato, Alfonse 4 22/07/2010 10 2.4 820,385 35,000 Biosign Technologies Inc. Warrants D'Amato, Alfonse 4 30/06/2010 16 0.65 38,462 Biosign Technologies Inc. Warrants D'Amato, Alfonse 4 30/06/2010 16 0.65 38,462 Biosign Technologies Inc. Warrants D'Amato, Alfonse 4 30/06/2010 16 0.65 38,462 38,462 Biosign Technologies Inc. Warrants D'Amato, Alfonse 4 15/07/2010 10 1.22 10,000 Biosign Technologies Inc. Warrants D'Amato, Alfonse 4 15/07/2010 10 1.22 10,000 Biosign Technologies Inc. Warrants D'Amato, Alfonse 4 15/07/2010 10 1.2 10,000 Biosign Technologies Inc. Warrants D'Amato, Alfonse 4 15/07/2010 10 1.2 10,000 Biosign Technologies Inc. Warrants D'Amato, Alfonse 4 20/07/2010 10 1.8 10,000 Biosign Technologies Inc. Warrants D'Amato, Alfonse 4 20/07/2010 10 1.8 10,000 Biosign Technologies Inc. Warrants D'Amato, Alfonse 4 21/07/2010 10 1.99 15,000 Biosign Technologies Inc. Warrants D'Amato, Alfonse 4 21/07/2010 10 1.99 15,000 Biosign Technologies Inc. Warrants D'Amato, Alfonse 4 21/07/2010 10 1.96 100,000 Biosign Technologies Inc. Warrants D'Amato, Alfonse 4 21/07/2010 10 1.96 100,000 Biosign Technologies Inc. Common Shares Tassiopoulos, Peter 5 17/03/2011 10 1.64 1,496,000 -4,000 Biosign Technologies Inc. Common Shares Tassiopoulos, Peter 5 17/03/2011 10 1.63 1,448,500 -47,500 BioSyent Inc. Common Shares D'Souza, Alfred 5 25/03/2011 10 0.12 946,500 32,000 Birchcliff Energy Ltd. Common Shares Pagano, Karen Ann 5 23/01/2007 00 Birchcliff Energy Ltd. Common Shares Pagano, Karen Ann 5 18/03/2011 51 3.87 175,000 175,000 Birchcliff Energy Ltd. Common Shares Pagano, Karen Ann 5 18/03/2011 10 11.8 0 -175,000 Birchcliff Energy Ltd. Options Pagano, Karen Ann 5 18/03/2011 51 3.87 473,000 -175,000 Bird Construction Inc. Common Shares MORROW, CHARMANE

LOUISE ADELE 5 31/12/2010 30 34.012 437 437

Bison Gold Resources Inc. Common Shares Dunlop, William Dale 4 22/03/2011 10 0.35 683,250 -30,000 Black Diamond Group Limited

Options Davidson, Frederick Donald 5 25/03/2011 50 25.94 24,334 6,000

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3905


T/O Unit Price


Acquired/ Disposed

Black Diamond Group Limited

Common Shares Haynes, Trevor 4, 5 24/03/2011 51 25000 684,921 25,000


Options Haynes, Trevor 4, 5 24/03/2011 51 5.62 166,833 -25,000


Common Shares Swenson, Keith Theodore 5 23/03/2010 00


Common Shares Swenson, Keith Theodore 5 24/03/2011 50 16,666 16,666


Options Swenson, Keith Theodore 5 24/03/2011 51 5.62 13,334 -16,666

Black Iron Inc. Common Shares Bozoki, Paul Sandor 5 15/12/2010 00 350,000 Black Iron Inc. Common Shares Bozoki, Paul Sandor 5 09/03/2011 50 1.4 650,000 300,000 Blackline GPS Corp. Common Shares Rude, Gregory Stuart 5 01/03/2011 00 20,000 BlackPearl Resources Inc. Common Shares Hill, Keith Charles 4, 5 18/03/2011 10 7.2159 281,200 -200,000 BlackPearl Resources Inc. Common Shares Hill, Keith Charles 4, 5 21/03/2011 10 7.2951 206,600 -74,600 BlackPearl Resources Inc. Common Shares Hill, Keith Charles 4, 5 22/03/2011 10 7.2174 6,600 -200,000 BMTC Group Inc. Subordinate Voting

SharesCrépeau, Gilles 4, 6 21/03/2011 10 22.92 4,000,000 -629,340

BMTC Group Inc. Multiple Voting Shares Des Groseillers, Yves 4, 6, 7, 5 21/03/2011 36 1,300,000 -100,000 BMTC Group Inc. Subordinate Voting

SharesDes Groseillers, Yves 4, 6, 7, 5 21/03/2011 36 19,808,816 100,000

BMTC Group Inc. Subordinate Voting Shares

Ouimet, Pierre 4, 6, 7 18/03/2011 10 22.92 3,200,012 -206,100

Boardwalk Real Estate Investment Trust

Trust Units Denis, Jean 5 17/03/2011 10 -3,054


Trust Units Denis, Jean 5 17/03/2011 10 46.21 300 -3,054


Trust Units GEREMIA, ROBERTO 5 22/03/2011 10 46.5 140,211 -2,000


Deferred Units (Convert to TU and/or cash)

Wong, William 5 30/09/2010 30 47 -1,575



Wong, William 5 30/09/2010 30 47 18,370 -1,595



Wong, William 5 22/02/2011 36 45.95 1,765



Wong, William 5 22/02/2011 36 45.95 20,551 -1,765


Trust Units Wong, William 5 30/09/2010 30 1,575


Trust Units Wong, William 5 30/09/2010 30 1,638 1,595


Trust Units Wong, William 5 17/03/2011 10 46.05 14 -100

Bolero Resources Corp. Common Shares Duncan, Robert Bruce 4, 5 14/03/2011 10 0.335 2,107,433 51,000 Bolero Resources Corp. Common Shares Duncan, Robert Bruce 4, 5 15/03/2011 10 0.31 2,156,433 49,000 Bolero Resources Corp. Common Shares Duncan, Robert Bruce 4, 5 23/03/2011 10 0.315 2,157,933 1,500 Bombardier Inc. Subordinate Voting

Shares Classe B/ Class B Shares ( Subordinate Voting)

Alary, Pierre 5 31/01/2011 30 4.92 49,879 507

Bombardier Inc. Subordinate Voting Shares Classe B/ Class B Shares ( Subordinate Voting)

Hachey, Guy Charles 5 31/01/2011 30 5.09 21,289 7,393


Hachey, Guy Charles 5 24/03/2011 30 5.09 7,393


Macdonald, John Paul 5 31/01/2011 30 5.08 26,920 7,331


Rambaud-Measson, Stéphane

5 31/12/2010 30 5.07 5,915


Rambaud-Measson, Stéphane

5 31/01/2011 30 5.07 60,512 5,915

Bonavista Energy Corporation

Common Share Rights (TURIPS)

Hamilton, Glenn A. 5 25/03/2011 51 20.38 172,000 -11,500

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3906


T/O Unit Price


Acquired/ Disposed


Common Shares Hamilton, Glenn A. 5 25/03/2011 51 20.38 67,945 11,500


Common Shares Hamilton, Glenn A. 5 25/03/2011 10 29.75 56,445 -11,500


Common Shares Knutson, Harry Louis 4 21/03/2011 10 30 30,483 -3,000



Kobelka, Dean Mark 5 18/03/2011 51 11.95 118,000 -4,200


Common Shares Kobelka, Dean Mark 5 18/03/2011 51 11.95 33,641 4,200


Common Shares Kobelka, Dean Mark 5 18/03/2011 10 29.42 33,541 -100










Common Shares Kobelka, Dean Mark 5 18/03/2011 10 29.35 29,441 -2,000


Common Shares MacPhail, Keith A.J. 4, 5 16/03/2011 10 28.77 2,807,578 -10,000












Common Shares Poelzer, Ronald J.M. 4, 5 31/12/2010 00


Common Shares Poelzer, Ronald J.M. 4, 5 21/03/2011 36 108,111 108,111


Exchangeable Shares Poelzer, Ronald J.M. 4, 5 21/03/2011 36 0 -107,249



Robinson, Lynda Julie 5 21/03/2011 51 21.34 98,500 -5,500


Common Shares Robinson, Lynda Julie 5 21/03/2011 51 21.34 20,480 5,500


Common Shares Robinson, Lynda Julie 5 21/03/2011 10 30 14,980 -5,500



Skehar, Jason Edward 5 21/03/2011 51 20.38 219,000 -10,500


Common Shares Skehar, Jason Edward 5 21/03/2011 51 20.38 71,393 10,500


Common Shares Skehar, Jason Edward 5 21/03/2011 10 29.99 60,893 -10,500

BRAMPTON BRICK LIMITED

Options Bratty, Rudolph 4 23/03/2011 50 5.1 17,500 2,500


Options Buhler, Douglas 4 23/03/2011 50 5.1 10,000 2,500


Subordinate Voting Shares - Class A

Buhler, John 3 18/03/2011 10 5 146,100 1,100


Subordinate Voting Shares - Class A

Buhler, John 3 21/03/2011 10 5 146,600 500


Options Carter, David Reginald 5 23/03/2011 50 5.1 73,500 10,000


Options DeGasperis, Jim V 4 23/03/2011 50 5.1 17,500 2,500


Options DUKE, JOHN BRADLEY 5 23/03/2011 50 5.1 46,600 6,000


Options Grant, Peter David 4 23/03/2011 50 5.1 20,000 2,500


Options Housh, George Scott 5 23/03/2011 50 5.1 28,500 6,000


Options KERBEL, HOWARD C. 4 23/03/2011 50 5.1 20,000 2,500

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3907


T/O Unit Price


Acquired/ Disposed


Options Kerbel, Jeffrey G. 3, 4, 5 23/03/2011 50 5.1 172,000 20,000


Options KORNHABER, BARRY 4 23/03/2011 50 5.1 17,500 2,500


Options Macias, Marilia 5 23/03/2011 50 5.1 26,000 6,000


Options Mondor, Kenneth J. 5 23/03/2011 50 5.1 92,200 10,000


Options Neves, Antonio Manuel 5 23/03/2011 50 5.1 28,500 6,000


Options Piecuch, John M. 4 23/03/2011 50 5.1 27,500 2,500


Options PRYMA, JUDITH 5 23/03/2011 50 5.1 42,600 6,000


Options Smith, Peter Reginald 4 23/03/2011 50 5.1 20,000 2,500

Breakwater Resources Ltd. Common Shares carreau, robert 5 24/03/2011 10 6.05 23,892 -4,000

Breakwater Resources Ltd. Options Share Option Plan

carreau, robert 5 14/03/2011 55 -2,500


carreau, robert 5 14/03/2011 52 20,600 -2,500

Breakwater Resources Ltd. Common Shares Laurie, John Veldon Earl 5 25/03/2011 10 6.05 15,039 -2,000

Breakwater Resources Ltd. Common Shares Rivero, Duilio 7 21/03/2011 00


Rivero, Duilio 7 21/03/2011 00

Bridgeport Ventures Inc. Common Shares BEACH, WAYNE 3 18/03/2011 10 0.6 3,447,400 3,000 Bridgeport Ventures Inc. Common Shares BEACH, WAYNE 3 21/03/2011 10 0.62 3,449,400 2,000 Brigadier Gold Limited Common Shares Ryder, John Alick 4 17/03/2011 10 0.17 476,000 20,000 Brigadier Gold Limited Common Shares Ryder, John Alick 4 24/03/2011 10 0.18 526,000 50,000 Brigus Gold Corp. (formerly Apollo Gold Corporation)

Common Shares Hatfield, Dana Murray 5 21/03/2011 00 30,000

Brixton Metals Corporation Common Shares Thompson, Gary Robert 6 18/03/2011 10 0.24 3,567,867 2,000



Brompton Advantaged Oil & Gas Income Fund

Trust Units Kikuchi, Craig 8, 7, 5 21/03/2011 54 5.72 2,695 898

Brompton Advantaged Oil & Gas Income Fund

Warrants Kikuchi, Craig 8, 7, 5 21/03/2011 54 0 -898

Brookfield Infrastructure Partners L.P.

Limited Partnership Units Coutu, Marcel R. 7 31/01/2008 15 234




Limited Partnership Units Coutu, Marcel R. 7 31/01/2008 15 1,008


Limited Partnership Units Coutu, Marcel R. 7 31/01/2008 15 560 560








Limited Partnership Units Coutu, Marcel R. 7 31/01/2008 15 434 434




Limited Partnership Units Maroun, Louis 4 31/12/2010 00


Limited Partnership Units Maroun, Louis 4 31/12/2010 00 10,344

Brookfield Properties Corporation

Options Diamond, Rael Lee 7 06/01/2009 00

Brookfield Properties Corporation

Options Diamond, Rael Lee 7 02/03/2011 50 20,000 20,000

Brownstone Energy Inc. Warrants Inwentash, Sheldon 4, 5 15/03/2011 11 620,000 370,000

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3908


T/O Unit Price


Acquired/ Disposed

BTB Real Estate Investment Trust

Options Oana, Daniel G. 5 07/03/2011 00

BTB Real Estate Investment Trust

Options Oana, Daniel G. 5 22/03/2011 50 50,000 50,000

Buhler Industries Inc. Common Shares Buhler, John 3, 4 21/03/2011 10 6 100,500 -5,000 Buhler Industries Inc. Common Shares Buhler, John 3, 4 22/03/2011 10 6 45,500 -55,000 Buhler Industries Inc. Common Shares Buhler, John 3, 4 23/03/2011 10 5.91 46,000 500 BURCON NUTRASCIENCE CORPORATION

Common Shares Tergesen, Johann Franz 4, 5, 2 24/03/2011 51 2.85 96,222 20,000

BURCON NUTRASCIENCE CORPORATION

Common Shares Tergesen, Johann Franz 4, 5, 2 22/03/2011 10 9.44 76,295 -14,000


Common Shares Tergesen, Johann Franz 4, 5, 2 22/03/2011 10 9.4 72,295 -4,000


Options Tergesen, Johann Franz 4, 5, 2 24/03/2011 51 2.85 270,000 -20,000


Common Shares Westdal, Paul 4 21/03/2011 10 9.42 417,967 -100









Burnstone Ventures Inc. Common Shares sheldon, donald r. 4, 5 16/03/2011 10 0.14 372,500 -1,500 Burnstone Ventures Inc. Common Shares sheldon, donald r. 4, 5 16/03/2011 10 0.14 370,500 -2,000 Burnstone Ventures Inc. Common Shares sheldon, donald r. 4, 5 16/03/2011 10 0.14 324,000 -46,500 Burnstone Ventures Inc. Common Shares sheldon, donald r. 4, 5 21/03/2011 10 0.15 224,000 -100,000 C-COM Satellite Systems Inc.

Common Shares Klein, Leslie 3, 4, 5 12/08/2010 51 0.3 11,324,859 270,000

C-COM Satellite Systems Inc.

Common Shares Klein, Leslie 3, 4, 5 12/08/2010 51 0.3525 11,344,859 20,000


Options Klein, Leslie 3, 4, 5 12/08/2010 51 521,667 -270,000


Options Klein, Leslie 3, 4, 5 12/08/2010 51 501,667 -20,000


Common Shares Leslie, Ronald A. 4 10/08/2010 51 0.3 9,577 3,125


Options Leslie, Ronald A. 4 10/08/2010 51 247,000 -50,000

C.A. Bancorp Inc. Common Shares CDJ Global Catalyst 3 21/03/2011 10 2.03 1,595,351 76,900 C.A. Bancorp Inc. Common Shares CDJ Global Catalyst 3 22/03/2011 10 2.02 1,595,851 500 Calfrac Well Services Ltd. Common Shares Battenfelder, Donald 5 23/03/2011 10 16.56 6,250 Calfrac Well Services Ltd. Common Shares Battenfelder, Donald 5 23/03/2011 10 16.56 6,250 Calfrac Well Services Ltd. Common Shares Battenfelder, Donald 5 23/03/2011 10 31.98 50 Calfrac Well Services Ltd. Common Shares Battenfelder, Donald 5 23/03/2011 10 31.98 50 Calfrac Well Services Ltd. Common Shares Battenfelder, Donald 5 23/03/2011 10 32.1 6,200 Calfrac Well Services Ltd. Common Shares Battenfelder, Donald 5 23/03/2011 10 32.1 6,200 Calfrac Well Services Ltd. Common Shares Battenfelder, Donald 5 23/03/2011 10 16.56 6,250 Calfrac Well Services Ltd. Common Shares Battenfelder, Donald 5 23/03/2011 10 16.56 6,250 Calfrac Well Services Ltd. Common Shares Battenfelder, Donald 5 23/03/2011 10 16.56 6,277 6,250 Calfrac Well Services Ltd. Common Shares Battenfelder, Donald 5 23/03/2011 10 31.98 6,227 -50 Calfrac Well Services Ltd. Common Shares Battenfelder, Donald 5 23/03/2011 10 32.1 27 -6,200 Calfrac Well Services Ltd. Options 2004 Stock

Option Plan Battenfelder, Donald 5 23/03/2011 10 16.56 -6,250

Calfrac Well Services Ltd. Options 2004 Stock Option Plan

Battenfelder, Donald 5 23/03/2011 51 16.56 -6,250


Battenfelder, Donald 5 23/03/2011 51 16.56 -6,250


Battenfelder, Donald 5 23/03/2011 51 16.56 54,500 -6,250

Calian Technologies Ltd. Common Shares Calian Technologies Ltd 1 14/03/2011 38 18.01 300 300 Calian Technologies Ltd. Common Shares Calian Technologies Ltd 1 14/03/2011 38 0 -300 Calian Technologies Ltd. Common Shares Calian Technologies Ltd 1 15/03/2011 38 18.15 500 500

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3909


T/O Unit Price


Acquired/ Disposed

Calian Technologies Ltd. Common Shares Calian Technologies Ltd 1 15/03/2011 38 0 -500 Calian Technologies Ltd. Common Shares Calian Technologies Ltd 1 16/03/2011 38 18.03 -600 -600 Calian Technologies Ltd. Common Shares Calian Technologies Ltd 1 16/03/2011 38 18.03 0 600 Calian Technologies Ltd. Common Shares Calian Technologies Ltd 1 17/03/2011 38 18.06 700 700 Calian Technologies Ltd. Common Shares Calian Technologies Ltd 1 17/03/2011 38 0 -700 Calian Technologies Ltd. Common Shares Calian Technologies Ltd 1 18/03/2011 38 18.2 1,000 1,000 Calian Technologies Ltd. Common Shares Calian Technologies Ltd 1 18/03/2011 38 0 -1,000 Calian Technologies Ltd. Common Shares Calian Technologies Ltd 1 21/03/2011 38 18.1 1,000 1,000 Calian Technologies Ltd. Common Shares Calian Technologies Ltd 1 21/03/2011 38 0 -1,000 Calian Technologies Ltd. Common Shares Calian Technologies Ltd 1 23/03/2011 38 18.2 1,000 1,000 Calian Technologies Ltd. Common Shares Calian Technologies Ltd 1 23/03/2011 38 0 -1,000 Calian Technologies Ltd. Common Shares McConnell, Brent Alan 5 21/03/2011 10 18.26 9,831 -900 Calian Technologies Ltd. Common Shares O'Brien, Larry 4, 5 22/03/2011 10 18.02 214,094 -5,000 Canaccord Financial Inc. Common Shares Bains, Gurdeep Singh 7 31/12/2010 30 9.83 2,890 709 Canaccord Financial Inc. Common Shares Banares, Bernadette

Bautista 7 31/12/2010 30 10.21 3,845 1,188

Canaccord Financial Inc. Common Shares Bibby, David 7 31/12/2010 30 11.34 6,677 952 Canaccord Financial Inc. Common Shares Bibby, David 7 31/12/2010 30 10.71 39 35 Canaccord Financial Inc. Common Shares Chan, Gordon John 7 31/12/2010 30 10.78 5,248 35 Canaccord Financial Inc. Common Shares Chan, Gordon John 7 31/12/2010 30 9.87 4,710 2,457 Canaccord Financial Inc. Common Shares Chandler, Peter Jackman 7 31/12/2010 30 10.33 22,787 6,159 Canaccord Financial Inc. Common Shares Cicci, Matthew 7 31/12/2010 30 10.78 1,521 13 Canaccord Financial Inc. Common Shares Cicci, Matthew 7 31/12/2010 30 10.78 5,034 92 Canaccord Financial Inc. Common Shares Davidson, John, Scott 5 31/12/2010 30 10.78 1,464 7 Canaccord Financial Inc. Common Shares Davidson, John, Scott 5 31/12/2010 30 10.22 5,376 1,433 Canaccord Financial Inc. Common Shares Gabel, Thomas Edward 7 31/12/2010 30 11.05 21,157 231 Canaccord Financial Inc. Common Shares HAMILL, VICKI

KATHARINE 5 31/12/2010 30 10.13 3,746 759

Canaccord Financial Inc. Common Shares Hoare, Timothy James Douro

7 31/12/2010 30 10.78 61,167 956

Canaccord Financial Inc. Common Shares Horton, David Joseph 7 31/12/2010 30 10.9 3,322 52 Canaccord Financial Inc. Common Shares Jappy, Andrew Iain 7 31/12/2010 30 10.27 4,970 651 Canaccord Financial Inc. Common Shares Kotush, Bradley William 5 31/12/2010 30 10.78 2,265 42 Canaccord Financial Inc. Common Shares Lecky, Patrick 7 31/12/2010 30 10.78 2,606 48 Canaccord Financial Inc. Common Shares Lyon, Adam 7 31/12/2010 30 11 6,616 91 Canaccord Financial Inc. Common Shares MacLachlan, Martin

Lachlan5 31/12/2010 30 10.41 8,781 2,018

Canaccord Financial Inc. Common Shares MacLachlan, Martin Lachlan

5 31/12/2010 30 10.41 1,001 225

Canaccord Financial Inc. Common Shares Maranda, Bruce Jeffery 7 31/12/2010 30 10.96 13,641 190 Canaccord Financial Inc. Common Shares Maranda, Bruce Jeffery 7 31/12/2010 30 10.52 5,213 1,277 Canaccord Financial Inc. Common Shares Mayer, Jens Joachim

Thorwald 7 31/12/2010 30 10.46 52 1

Canaccord Financial Inc. Common Shares McDonald, Bruce 5 31/12/2010 30 10.87 62,876 938 Canaccord Financial Inc. Common Shares Mills, Jason Richard 8 31/12/2010 30 11.87 537 4 Canaccord Financial Inc. Common Shares Pejman, Alidad 5 23/03/2011 10 14.128 195,650 -5,900 Canaccord Financial Inc. Common Shares Pejman, Alidad 5 24/03/2011 10 14.169 191,550 -4,100 Canaccord Financial Inc. Common Shares Reynolds, Michael Buckley 7 31/12/2010 30 10.34 7,256 1,321

Canaccord Financial Inc. Common Shares Saunders, Graham Edward 7 31/12/2010 30 10.04 11,717 829

Canaccord Financial Inc. Common Shares Sedran, Ronald 4 31/12/2010 30 10.82 23,447 374 Canaccord Financial Inc. Common Shares Sepahi-Donboli, Giti 5 31/12/2010 30 9.62 767 636 Canaccord Financial Inc. Common Shares Solodar, Jon 7 31/03/2010 30 10.51 6,781 121 Canaccord Financial Inc. Common Shares Staddon, Karl Bruce 7 31/12/2010 30 10.87 22,081 339 Canaccord Financial Inc. Common Shares Strub, Wendy Ann 7 31/12/2010 30 10.4 13,620 4,069 Canaccord Financial Inc. Common Shares Virvilis, Peter 7 31/12/2010 30 10.78 430 8 Canaccord Financial Inc. Common Shares Virvilis, Peter 7 31/12/2010 30 10.78 285 5 Canaccord Financial Inc. Common Shares Zaozirny, John Brian 4 31/12/2010 30 10.78 2,286 42 Canaco Resources Inc. Common Shares Fu, Shuixing 4, 6 22/03/2011 15 5.4 40,000,000 -8,000,000 Canaco Resources Inc. Common Shares Wang, Jingbin 4, 6 22/03/2011 15 5.4 40,000,000 -8,000,000 Canadian Apartment Properties Real Estate Investment Trust

Trust Units Hawken, Edwin F. 4 20/01/2010 30 13.75 20,647 96

Canadian Apartment Properties Real Estate Investment Trust






Insider Reporting

April 1, 2011 (2011) 34 OSCB 3910


T/O Unit Price


Acquired/ Disposed
























Options Kenney, Mark 5 22/03/2011 51 14.1 10,000 -10,000


Trust Units Kenney, Mark 5 22/03/2011 51 14.1 44,132 10,000


Trust Units Williams, David Michael 4 15/01/2010 30 13.75 15,072 97





















Insider Reporting

April 1, 2011 (2011) 34 OSCB 3911


T/O Unit Price


Acquired/ Disposed






Trust Units Williams, David Michael 4 15/02/2011 30 17.08 85




Trust Units Williams, David Michael 4 15/03/2011 30 17.68 82



Canadian Energy Services & Technology Corp.

Common Shares Nieboer, Craig Frederick 5 22/03/2011 10 6.84 25,341 5,000


Options Nieboer, Craig Frederick 5 22/03/2011 51 6.84 66,250 -5,000


Common Shares Zinger, Kenneth Earl 5 24/03/2011 10 33.1 540,868 -100


Common Shares Zinger, Kenneth Earl 5 25/03/2011 10 33.1 520,968 -19,900

Canadian General Investments, Limited

Common Shares Smith, Colin Douglas 5 21/03/2011 30 19.03 6,066 19

Canadian Imperial Bank of Commerce

Common Shares Woods, Thomas 7, 5 21/03/2011 10 82.75 49,721 -800

Canadian National Railway Company

Common Shares Bright, James S. 5 25/02/2011 30 64.069 3,981 451


Common Shares Bright, James S. 5 21/03/2011 51 20.423 13,981 10,000


Common Shares Bright, James S. 5 21/03/2011 10 72.463 3,981 -10,000


Options Bright, James S. 5 21/03/2011 51 20.423 55,020 -10,000


Common Shares Losier, Denis 4 22/03/2011 51 25.59 88,858 6,000


Common Shares Losier, Denis 4 22/03/2011 10 71.96 82,858 -6,000


Options Losier, Denis 4 22/03/2011 51 25.59 6,000 -6,000


Common Shares Ruest, Jean-Jacques 5 22/03/2011 51 25.59 35,631 25,000


Common Shares Ruest, Jean-Jacques 5 22/03/2011 10 72.547 10,631 -25,000


Options Ruest, Jean-Jacques 5 22/03/2011 51 25.59 275,800 -25,000

Canadian Natural Resources Limited

Common Shares Case, Mary-Jo 5 01/01/2010 30 76 24,511 581


Common Shares Case, Mary-Jo 5 31/03/2010 30 72.68 26,744 106




Common Shares Case, Mary-Jo 5 21/05/2010 37 27,627 785








Common Shares Doucet, Real J. H. 5 01/01/2010 30 76 25,087 948


Common Shares Doucet, Real J. H. 5 31/03/2010 30 72.68 30,403 154




Common Shares Doucet, Real J. H. 5 21/05/2010 37 31,777 1,238

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3912


T/O Unit Price


Acquired/ Disposed








Common Shares knight, allen matthew 5 01/01/2010 30 76 137,883 784


Common Shares knight, allen matthew 5 31/03/2010 30 72.68 299


Common Shares knight, allen matthew 5 31/03/2010 30 72.68 142,611 297




Common Shares knight, allen matthew 5 21/05/2010 30 77.4 341


Common Shares knight, allen matthew 5 21/05/2010 37 144,373 1,421








Common Shares Kramer, Cameron Steven 5 14/03/2011 51 43.56 17,000


Common Shares Kramer, Cameron Steven 5 14/03/2011 51 29.925 175,066 17,000


Common Shares Kramer, Cameron Steven 5 14/03/2011 10 43.56 -13,047


Common Shares Kramer, Cameron Steven 5 14/03/2011 10 29.925 -13,047


Common Shares Kramer, Cameron Steven 5 14/03/2011 10 43.56 162,019 -13,047


Options Kramer, Cameron Steven 5 14/03/2011 51 29.925 248,000 -17,000


Common Shares Laut, Stephen W. 5 01/01/2010 30 76 765,127 1,390


Common Shares Laut, Stephen W. 5 31/03/2010 30 72.68 770,915 342


Common Shares Laut, Stephen W. 5 20/05/2010 30 77.38 916,326 411


Common Shares Laut, Stephen W. 5 21/05/2010 37 918,469 2,143


Common Shares Laut, Stephen W. 5 30/06/2010 30 37.23 1,832,713 61


Common Shares Laut, Stephen W. 5 30/09/2010 30 35.76 1,827,118 68


Common Shares Laut, Stephen W. 5 31/12/2010 30 39.41 1,828,143 1,025


Common Shares McGrath, Bruce Edward 5 01/01/2010 30 76 14,814 392


Common Shares McGrath, Bruce Edward 5 31/03/2010 30 72.68 16,586 71




Common Shares McGrath, Bruce Edward 5 21/05/2010 37 17,189 533







Canadian Oil Recovery & Remediation Enterprises Ltd.

Common Shares Lorenzo, John Michael 4 18/03/2011 10 0.49 1,538,929 8,500





Insider Reporting

April 1, 2011 (2011) 34 OSCB 3913


T/O Unit Price


Acquired/ Disposed









Canadian Oil Sands Limited Common Shares Fisekci, Siren 5 31/12/2010 36 41460 41,460

Canadian Oil Sands Limited Common Shares Fisekci, Siren 5 31/12/2010 36 41,476 41,476

Canadian Oil Sands Limited Common Shares Fisekci, Siren 5 31/12/2010 00 10

Canadian Orebodies Inc. Options Cyr, Gordon Joseph 4 24/03/2011 50 0.335 1,100,000 300,000 Canadian Orebodies Inc. Options Harvey, John Dennis 4 24/03/2011 50 0.335 1,000,000 200,000 Canadian Orebodies Inc. Options Heng, Joseph, Ching-Hiang 5 24/03/2011 50 0.335 400,000 200,000

Canadian Orebodies Inc. Options Hodgson, Christopher Douglas

4 24/03/2011 50 0.335 1,000,000 200,000

Canadian Real Estate Investment Trust

Units Real Estate Investment Trust Units

Hewett, F. Robert 4 23/03/2011 99 4,706 4,706



Hewett, F. Robert 4 23/03/2011 99 19,301 -4,706



Johnson, Stephen Edward 5 23/03/2011 10 32.415 393,401 29,000



McSorley, Timothy 5 22/03/2011 30 107,832 227



McSorley, Timothy 5 23/03/2011 10 32.415 111,832 4,000



Paul, Adam Elliot 7 23/03/2011 10 32.415 35,951 9,000



Somerville, Judith 7 22/03/2011 30 6,400 142

Canadian Tire Corporation, Limited

Non-Voting Shares Class A

Collver, Robyn Anne 3, 7, 5 18/03/2011 10 62.11 815,966 -100





















Collver, Robyn Anne 3, 7, 5 18/03/2011 10 62.11 813,266 -1,000



Collver, Robyn Anne 3, 7, 5 18/03/2011 10 62.11 812,066 -1,200

























Insider Reporting

April 1, 2011 (2011) 34 OSCB 3914


T/O Unit Price


Acquired/ Disposed
























Collver, Robyn Anne 3, 7, 5 21/03/2011 10 63 809,866 -100





















































































Insider Reporting

April 1, 2011 (2011) 34 OSCB 3915


T/O Unit Price


Acquired/ Disposed

















































































Lynar, Hugh 3 18/03/2011 10 62.11 815,966 -100



Lynar, Hugh 3 18/03/2011 10 62.11 815,766 -200



Lynar, Hugh 3 18/03/2011 10 62.11 815,566 -200



Lynar, Hugh 3 18/03/2011 10 62.11 815,366 -200



Lynar, Hugh 3 18/03/2011 10 62.11 815,166 -200



Lynar, Hugh 3 18/03/2011 10 62.11 814,766 -400



Lynar, Hugh 3 18/03/2011 10 62.11 814,266 -500



Lynar, Hugh 3 18/03/2011 10 62.11 813,266 -1,000



Lynar, Hugh 3 18/03/2011 10 62.11 812,066 -1,200



Lynar, Hugh 3 21/03/2011 10 62.6 811,966 -100

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3916


T/O Unit Price


Acquired/ Disposed



Lynar, Hugh 3 21/03/2011 10 62.61 811,866 -100



Lynar, Hugh 3 21/03/2011 10 62.61 811,766 -100



Lynar, Hugh 3 21/03/2011 10 62.51 811,666 -100



Lynar, Hugh 3 21/03/2011 10 62.51 811,566 -100



Lynar, Hugh 3 21/03/2011 10 62.52 811,466 -100



Lynar, Hugh 3 21/03/2011 10 62.52 811,366 -100



Lynar, Hugh 3 21/03/2011 10 62.77 811,266 -100



Lynar, Hugh 3 21/03/2011 10 62.77 811,166 -100



Lynar, Hugh 3 21/03/2011 10 62.77 811,066 -100



Lynar, Hugh 3 21/03/2011 10 62.77 810,966 -100



Lynar, Hugh 3 21/03/2011 10 62.77 810,866 -100



Lynar, Hugh 3 21/03/2011 10 62.77 810,766 -100



Lynar, Hugh 3 21/03/2011 10 62.77 810,666 -100



Lynar, Hugh 3 21/03/2011 10 62.85 809,966 -700



Lynar, Hugh 3 21/03/2011 10 63 809,866 -100



Lynar, Hugh 3 21/03/2011 10 63 809,766 -100



Lynar, Hugh 3 21/03/2011 10 63 809,466 -300



Lynar, Hugh 3 21/03/2011 10 63 809,366 -100



Lynar, Hugh 3 21/03/2011 10 63 809,166 -200



Lynar, Hugh 3 21/03/2011 10 63 808,266 -900



Lynar, Hugh 3 21/03/2011 10 63 808,166 -100



Lynar, Hugh 3 21/03/2011 10 63.03 808,066 -100



Lynar, Hugh 3 21/03/2011 10 63.03 807,966 -100



Lynar, Hugh 3 21/03/2011 10 63.04 807,866 -100



Lynar, Hugh 3 21/03/2011 10 63.04 807,766 -100



Lynar, Hugh 3 21/03/2011 10 63.04 807,666 -100



Lynar, Hugh 3 21/03/2011 10 63.03 807,566 -100



Lynar, Hugh 3 21/03/2011 10 62.95 807,466 -100



Lynar, Hugh 3 21/03/2011 10 62.94 807,366 -100



Lynar, Hugh 3 23/03/2011 10 62.52 807,166 -200



Lynar, Hugh 3 23/03/2011 10 62.52 807,066 -100



Lynar, Hugh 3 23/03/2011 10 62.52 806,966 -100



Lynar, Hugh 3 23/03/2011 10 62.52 806,466 -500



Lynar, Hugh 3 23/03/2011 10 62.52 806,366 -100



Lynar, Hugh 3 23/03/2011 10 62.52 806,166 -200



Lynar, Hugh 3 23/03/2011 11 62.52 806,066 -100

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3917


T/O Unit Price


Acquired/ Disposed



Lynar, Hugh 3 23/03/2011 10 62.52 805,766 -300



Lynar, Hugh 3 23/03/2011 10 62.52 805,666 -100



Lynar, Hugh 3 23/03/2011 10 62.52 805,566 -100



Lynar, Hugh 3 23/03/2011 10 62.52 805,366 -200



Lynar, Hugh 3 23/03/2011 10 62.52 805,266 -100



Lynar, Hugh 3 23/03/2011 10 62.52 805,066 -200



Lynar, Hugh 3 23/03/2011 10 62.52 804,966 -100



Lynar, Hugh 3 23/03/2011 10 62.52 804,566 -400



Lynar, Hugh 3 23/03/2011 10 62.52 804,166 -400



Lynar, Hugh 3 23/03/2011 10 62.52 804,066 -100



Lynar, Hugh 3 23/03/2011 10 62.52 803,966 -100



Lynar, Hugh 3 23/03/2011 10 62.52 803,566 -400



Lynar, Hugh 3 23/03/2011 10 62.65 803,466 -100



Lynar, Hugh 3 23/03/2011 10 62.66 803,366 -100



Lynar, Hugh 3 23/03/2011 10 62.67 803,266 -100



Lynar, Hugh 3 23/03/2011 10 62.67 803,166 -100



Lynar, Hugh 3 23/03/2011 10 62.67 803,066 -100



Lynar, Hugh 3 23/03/2011 10 62.65 802,966 -100



Lynar, Hugh 3 23/03/2011 10 62.65 802,866 -100



Lynar, Hugh 3 23/03/2011 10 62.65 802,766 -100



Lynar, Hugh 3 23/03/2011 10 62.65 802,666 -100



Lynar, Hugh 3 23/03/2011 10 62.65 802,566 -100



Lynar, Hugh 3 23/03/2011 10 62.65 802,366 -200



Lynar, Hugh 3 23/03/2011 10 62.65 802,266 -100



Lynar, Hugh 3 23/03/2011 10 62.65 802,166 -100



Lynar, Hugh 3 23/03/2011 10 62.65 802,066 -100



Lynar, Hugh 3 23/03/2011 10 62.65 801,966 -100



Lynar, Hugh 3 23/03/2011 10 62.65 801,866 -100



Lynar, Hugh 3 23/03/2011 10 62.65 801,466 -400



Lynar, Hugh 3 23/03/2011 10 62.65 801,366 -100



Lynar, Hugh 3 23/03/2011 10 62.65 801,266 -100



Lynar, Hugh 3 23/03/2011 10 62.65 801,066 -200



Lynar, Hugh 3 23/03/2011 10 62.65 800,966 -100



McCann, Dean Charles 7, 5 18/03/2011 10 62.11 815,966 -100







Insider Reporting

April 1, 2011 (2011) 34 OSCB 3918


T/O Unit Price


Acquired/ Disposed















McCann, Dean Charles 7, 5 18/03/2011 10 62.11 813,266 -1,000



McCann, Dean Charles 7, 5 18/03/2011 10 62.11 812,066 -1,200



McCann, Dean Charles 7, 5 21/03/2011 10 62 811,966 -100
























































































Insider Reporting

April 1, 2011 (2011) 34 OSCB 3919


T/O Unit Price


Acquired/ Disposed













































































































Insider Reporting

April 1, 2011 (2011) 34 OSCB 3920


T/O Unit Price


Acquired/ Disposed














Deferred Share Units Silver, Kenneth 7, 5 23/05/2003 00


Deferred Share Units Silver, Kenneth 7, 5 18/03/2011 56 63.196 1,073 1,073


Deferred Share Units Sinnott, Patrick Ronan 5 21/03/2003 00


Deferred Share Units Sinnott, Patrick Ronan 5 18/03/2011 56 63.196 5,406 5,406

Canadian Utilities Limited Options 49.47 Bale, Brian R 7 15/03/2011 50 2,500 2,500 Canadian Utilities Limited Options 49.47 Bale, Brian R 7 15/03/2011 50 2,500 Canadian Utilities Limited Rights 49.47 (SAR) Bale, Brian R 7 15/03/2011 56 2,500 2,500 Canadian Utilities Limited Rights 49.47 (SAR) Bale, Brian R 7 15/03/2011 56 2,500 Canadian Utilities Limited Rights 49.47 (SAR) Bale, Brian R 7 15/03/2011 56 2,500 Canadian Utilities Limited Options 49.47 Cumming, Kevin J. 7 15/03/2011 50 2,000 2,000 Canadian Utilities Limited Options 49.47 Cumming, Kevin J. 7 15/03/2011 50 2,000 Canadian Utilities Limited Rights 49.47 (SAR) Cumming, Kevin J. 7 15/03/2011 56 2,000 2,000 Canadian Utilities Limited Rights 49.47 (SAR) Cumming, Kevin J. 7 15/03/2011 56 2,000 Canadian Utilities Limited Options 49.47 DeChamplain, Dennis A 7 15/03/2011 50 1,000 1,000 Canadian Utilities Limited Options 49.47 DeChamplain, Dennis A 7 15/03/2011 50 1,000 Canadian Utilities Limited Rights 49.47 (SAR) DeChamplain, Dennis A 7 15/03/2011 56 1,000 1,000 Canadian Utilities Limited Rights 49.47 (SAR) DeChamplain, Dennis A 7 15/03/2011 56 1,000 Canadian Utilities Limited Options 49.47 Dolan, Brendan G 7 15/03/2011 50 1,000 1,000 Canadian Utilities Limited Options 49.47 Dolan, Brendan G 7 15/03/2011 50 1,000 Canadian Utilities Limited Rights 49.47 (SAR) Dolan, Brendan G 7 15/03/2011 56 1,000 1,000 Canadian Utilities Limited Rights 49.47 (SAR) Dolan, Brendan G 7 15/03/2011 56 1,000 Canadian Utilities Limited Options 49.47 Ell, John W. 7 15/03/2011 50 1,000 1,000 Canadian Utilities Limited Options 49.47 Ell, John W. 7 15/03/2011 50 1,000 Canadian Utilities Limited Rights 49.47 (SAR) Ell, John W. 7 15/03/2011 56 1,000 1,000 Canadian Utilities Limited Rights 49.47 (SAR) Ell, John W. 7 15/03/2011 56 1,000 Canadian Utilities Limited Options 49.47 Garvey, Scott James 5 15/03/2011 50 1,000 1,000 Canadian Utilities Limited Options 49.47 Garvey, Scott James 5 15/03/2011 50 1,000 Canadian Utilities Limited Rights 49.47 (SAR) Garvey, Scott James 5 15/03/2011 56 1,000 1,000 Canadian Utilities Limited Rights 49.47 (SAR) Garvey, Scott James 5 15/03/2011 56 1,000 Canadian Utilities Limited Options 49.47 Hahn, Brian R. 7 15/03/2011 50 1,000 1,000 Canadian Utilities Limited Options 49.47 Hahn, Brian R. 7 15/03/2011 50 1,000 Canadian Utilities Limited Rights 49.47 (SAR) Hahn, Brian R. 7 15/03/2011 56 1,000 1,000 Canadian Utilities Limited Rights 49.47 (SAR) Hahn, Brian R. 7 15/03/2011 56 1,000 Canadian Utilities Limited Options 49.47 Kiefer, Siegfried W. 7, 5 15/03/2011 50 2,500 2,500 Canadian Utilities Limited Options 49.47 Kiefer, Siegfried W. 7, 5 15/03/2011 50 2,500 Canadian Utilities Limited Rights 49.47 (SAR) Kiefer, Siegfried W. 7, 5 15/03/2011 56 2,500 2,500 Canadian Utilities Limited Rights 49.47 (SAR) Kiefer, Siegfried W. 7, 5 15/03/2011 56 2,500 Canadian Utilities Limited Rights 51.81 (SAR) Kiefer, Siegfried W. 7, 5 23/03/2011 59 0 -8,000 Canadian Utilities Limited Rights 58.12 (SAR) Kiefer, Siegfried W. 7, 5 24/03/2011 59 0 -10,000 Canadian Utilities Limited Options 49.47 Lambright, Roberta L. 5 15/03/2011 50 1,000 1,000 Canadian Utilities Limited Options 49.47 Lambright, Roberta L. 5 15/03/2011 50 1,000 Canadian Utilities Limited Rights 49.47 (SAR) Lambright, Roberta L. 5 15/03/2011 56 1,000 1,000 Canadian Utilities Limited Rights 49.47 (SAR) Lambright, Roberta L. 5 15/03/2011 56 1,000 Canadian Utilities Limited Options 49.47 Myles, Robert J. 7 15/03/2011 50 2,000 2,000 Canadian Utilities Limited Options 49.47 Myles, Robert J. 7 15/03/2011 50 2,000 Canadian Utilities Limited Rights 49.47 (SAR) Myles, Robert J. 7 15/03/2011 56 2,000 2,000 Canadian Utilities Limited Rights 49.47 (SAR) Myles, Robert J. 7 15/03/2011 56 2,000 Canadian Utilities Limited Options 49.47 Policicchio, Sett F. 5 15/03/2011 50 1,000 1,000 Canadian Utilities Limited Options 49.47 Policicchio, Sett F. 5 15/03/2011 50 1,000 Canadian Utilities Limited Rights 49.47 (SAR) Policicchio, Sett F. 5 15/03/2011 56 1,000 1,000 Canadian Utilities Limited Rights 49.47 (SAR) Policicchio, Sett F. 5 15/03/2011 56 1,000 Canadian Utilities Limited Options 49.47 Southern, Nancy C. 4, 6, 7, 5 15/03/2011 50 12,500 12,500 Canadian Utilities Limited Options 49.47 Southern, Nancy C. 4, 6, 7, 5 15/03/2011 50 12,500 Canadian Utilities Limited Rights 49.47 (SAR) Southern, Nancy C. 4, 6, 7, 5 15/03/2011 56 12,500 12,500 Canadian Utilities Limited Rights 49.47 (SAR) Southern, Nancy C. 4, 6, 7, 5 15/03/2011 56 12,500 Canadian Utilities Limited Rights 49.47 (SAR) Southern, Nancy C. 4, 6, 7, 5 15/03/2011 56 12,500 Canadian Utilities Limited Options 49.47 Werth, Susan R. 6, 7, 5 15/03/2011 50 2,500 2,500 Canadian Utilities Limited Options 49.47 Werth, Susan R. 6, 7, 5 15/03/2011 50 2,500 Canadian Utilities Limited Rights 49.47 (SAR) Werth, Susan R. 6, 7, 5 15/03/2011 56 2,500 2,500 Canadian Utilities Limited Rights 49.47 (SAR) Werth, Susan R. 6, 7, 5 15/03/2011 56 2,500 Canadian Utilities Limited Options 49.47 Wright, Paul 5 15/03/2011 50 1,000 1,000 Canadian Utilities Limited Options 49.47 Wright, Paul 5 15/03/2011 50 1,000

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3921


T/O Unit Price


Acquired/ Disposed

Canadian Utilities Limited Rights 49.47 (SAR) Wright, Paul 5 15/03/2011 56 1,000 1,000 Canadian Utilities Limited Rights 49.47 (SAR) Wright, Paul 5 15/03/2011 56 1,000 Canadian Western Bank Common Shares Addington, William James 5 23/03/2011 10 30.59 26,769 -1,000 Canadian Western Bank Common Shares Addington, William James 5 24/03/2011 10 30.901 24,769 -2,000 Canadian Western Bank Common Shares Burke, James Orville 5 24/03/2011 10 30.827 16,278 -5,000 Canadian Western Bank Common Shares Crough, Dennis Michael 5 17/03/2011 51 30.39 3,699 1,469 Canadian Western Bank Common Shares Crough, Dennis Michael 5 18/03/2011 10 30.15 2,230 -1,469 Canadian Western Bank Options Crough, Dennis Michael 5 17/03/2011 51 21.459 15,405 -5,000 Canadian Western Bank Common Shares Garvey, Randell William 5 21/03/2011 10 30.07 12,718 -1,000 Canadian Western Bank Common Shares Garvey, Randell William 5 23/03/2011 10 30.53 11,218 -1,500 Canadian Western Bank Warrants Halliwell, Michael Norman 5 24/03/2011 10 16.8 0 -1,780 Canadian Western Bank Common Shares Jones, Darrell Robert 5 31/12/2010 30 23.9 9,936 536 Canadian Western Bank Options Jones, Darrell Robert 5 18/06/2010 50 29,104 6,051 Canadian Western Bank Options Jones, Darrell Robert 5 17/12/2010 50 34,869 5,765 Canadian Western Bank Rights Restricted Share

Units Jones, Darrell Robert 5 11/06/2010 56 5,172 1,314

Canadian Western Bank Rights Restricted Share Units

Jones, Darrell Robert 5 11/06/2010 56 6,486 1,314





Canadian Western Bank Common Shares Protti, Raymond Joseph 4 21/03/2011 10 30.117 12,204 1,000 Canadian Western Bank Common Shares Sprung, Greg 5 13/12/2010 10 29.16 8,010 Canadian Western Bank Common Shares Sprung, Greg 5 13/12/2010 51 29.16 21,706 8,010 Canadian Western Bank Options Sprung, Greg 5 11/06/2010 50 23.428 65,155 6,124 Canadian Western Bank Options Sprung, Greg 5 15/12/2010 50 51,099 5,944 Canadian Western Bank Rights Restricted Share

Units Sprung, Greg 5 11/06/2010 56 5,681 1,330


Sprung, Greg 5 11/06/2010 56 7,011 1,330


Sprung, Greg 5 11/06/2010 56 8,342 1,331


Sprung, Greg 5 15/06/2010 59 6,892 -1,450

Canadian Western Bank Common Shares Young, Brian 5 23/02/2011 30 23.9 47,263 1,675 Canadian Western Bank Common Shares Young, Brian 5 24/03/2011 51 21.459 51,596 4,333 Canadian Western Bank Options Young, Brian 5 21/12/2010 50 29.424 75,287 10,573 Canadian Western Bank Options Young, Brian 5 24/03/2011 51 21.459 61,287 -14,000 Canam Group Inc. Common Shares Lapointe, Robin 5 18/03/2011 10 8.28 6,463 -600 Canam Group Inc. Common Shares Lapointe, Robin 5 18/03/2011 10 8.29 5,963 -500 Canam Group Inc. Common Shares Lapointe, Robin 5 18/03/2011 10 8.25 600 -5,363 Canam Group Inc. Common Shares Lapointe, Robin 5 18/03/2011 10 8.31 0 -600 Canam Group Inc. Common Shares Provost, Claude 5 23/03/2011 51 6.69 6,910 3,500 Canam Group Inc. Common Shares Provost, Claude 5 23/03/2011 10 8.51 6,810 -100 Canam Group Inc. Common Shares Provost, Claude 5 23/03/2011 10 8.5 6,510 -300 Canam Group Inc. Common Shares Provost, Claude 5 23/03/2011 10 8.41 3,410 -3,100 Canam Group Inc. Options Provost, Claude 5 23/03/2011 51 6.69 0 -3,500 Canam Group Inc. Common Shares Turgeon, Pierre 5 25/03/2011 10 8.5 4,847 -700 Canam Group Inc. Common Shares Turgeon, Pierre 5 25/03/2011 10 8.51 4,547 -300 Canuc Resources Corporation

Common Shares Berlet, Christopher James 4 18/03/2011 16 0.2 2,208,000 508,000

Canuc Resources Corporation

Warrants Berlet, Christopher James 4 26/06/2008 00


Warrants Berlet, Christopher James 4 18/03/2011 16 508,000 508,000


Common Shares Lohman, Gary Howard Tracy

5 18/03/2011 16 0.2 640,000 360,000



5 21/03/2011 10 0.2 660,000 20,000



5 23/03/2011 10 0.2 675,000 15,000


Warrants Lohman, Gary Howard Tracy

5 15/12/2009 00


Warrants Lohman, Gary Howard Tracy

5 18/03/2011 16 360,000 360,000


Common Shares Mockler, Hubert J. 4, 5 18/03/2011 16 0.2 1,379,067 360,000


Warrants Mockler, Hubert J. 4, 5 19/05/2007 00


Warrants Mockler, Hubert J. 4, 5 18/03/2011 16 360,000 360,000

Capital Power Corporation Common Shares Oosterbaan, James Nicholas

4, 5 31/12/2010 30 15,735 2,481

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3922


T/O Unit Price


Acquired/ Disposed

Carbon Friendly Solutions Inc.

Common Shares Lis, Stanislaw 5 11/03/2011 10 0.19 1,691,000 1,000





Cargojet Inc. Common Voting Shares Arbour, Roger Norman 5 22/03/2011 97 8.55 3,086 1,286 Cargojet Inc. LTIP Award Arbour, Roger Norman 5 01/01/2011 00 Cargojet Inc. LTIP Award Arbour, Roger Norman 5 22/03/2011 10 8.55 5,958 5,958 Cargojet Inc. LTIP Award Arbour, Roger Norman 5 22/03/2011 97 8.55 4,672 -1,286 Cargojet Inc. Common Voting Shares John, Kim 5 01/01/2011 36 12,542 368 Cargojet Inc. Common Voting Shares John, Kim 5 21/03/2011 30 8.91 12,647 105 Cargojet Inc. Common Voting Shares John, Kim 5 22/03/2011 97 8.55 13,933 1,286 Cargojet Inc. LTIP Award John, Kim 5 01/01/2011 00 Cargojet Inc. LTIP Award John, Kim 5 22/03/2011 10 8.55 4,672 Cargojet Inc. LTIP Award John, Kim 5 22/03/2011 10 8.55 4,672 Cargojet Inc. LTIP Award John, Kim 5 22/03/2011 10 8.55 5,958 5,958 Cargojet Inc. LTIP Award John, Kim 5 22/03/2011 97 8.55 4,672 -1,286 Cargojet Inc. Common Voting Shares Rinaldo, Paul David 5 22/03/2011 97 8.55 2,286 1,286 Cargojet Inc. LTIP Award Rinaldo, Paul David 5 01/01/2011 00 Cargojet Inc. LTIP Award Rinaldo, Paul David 5 22/03/2011 10 8.55 5,958 5,958 Cargojet Inc. LTIP Award Rinaldo, Paul David 5 22/03/2011 97 8.55 4,672 -1,286 Cargojet Inc. LTIP Award Sugar, George Stephen 5 01/01/2011 00 Cargojet Inc. LTIP Award Sugar, George Stephen 5 25/03/2011 97 8.55 5,958 5,958 Cargojet Inc. LTIP Award Sugar, George Stephen 5 25/03/2011 97 8.55 7,244 1,286 Cargojet Inc. LTIP Award Sugar, George Stephen 5 25/03/2011 97 8.55 1,286 Cargojet Inc. LTIP Award Sugar, George Stephen 5 25/03/2011 97 8.55 5,958 -1,286 Cargojet Inc. Common Voting Shares Virmani, Ajay Kumar 5 01/01/2011 00 Cargojet Inc. Common Voting Shares Virmani, Ajay Kumar 5 22/03/2011 97 8.55 3,213 3,213 Cargojet Inc. LTIP Award Virmani, Ajay Kumar 5 01/01/2011 00 Cargojet Inc. LTIP Award Virmani, Ajay Kumar 5 22/03/2011 10 8.55 14,894 14,894 Cargojet Inc. LTIP Award Virmani, Ajay Kumar 5 22/03/2011 97 8.55 11,681 -3,213 Caribbean Utilities Company, Ltd.

Common Shares Class A Ordinary Shares

Bothwell, John Bryan 4 15/03/2011 30 9.1 6,664 119

Caribbean Utilities Company, Ltd.


Hew, J.F. Richard 4, 5 15/03/2011 30 9.1 3,469 50



Hew, J.F. Richard 4, 5 15/03/2011 30 9.1 13,283 236



Ritch, David E. 4 15/03/2011 30 9.1 17,168 305



Thomson, Peter A. 4 15/03/2011 30 9.1 2,555 45



Thomson, Peter A. 4 15/03/2011 30 9.1 2,038 36



Thomson, Peter A. 4 15/03/2011 30 9.1 3,139 56



Thomson, Peter A. 4 15/03/2011 30 9.1 3,356 60



Watler, David 5 15/03/2011 30 9.1 5,937 118



Watler, David 5 15/03/2011 30 9.1 320 6

Caribou Copper Resources Ltd. (formerly, YOW CAPITAL CORP.)

Common Shares Vella-Zarb, Pierre 4, 5 14/03/2011 11 0.075 847,500 -250,000

Caribou Copper Resources Ltd. (formerly, YOW CAPITAL CORP.)

Common Shares Vella-Zarb, Pierre 4, 5 14/03/2011 11 0.06 697,500 -150,000

Carlisle Goldfields Limited Common Shares Libra Advisors, LLC 3 23/03/2011 00 Carlisle Goldfields Limited Common Shares Libra Advisors, LLC 3 23/03/2011 11 0.1989 17,600,000 17,600,000 Carlisle Goldfields Limited Warrants Libra Advisors, LLC 3 23/03/2011 00 Carlisle Goldfields Limited Warrants Libra Advisors, LLC 3 23/03/2011 53 0.35 8,800,000 8,800,000 Cascades Inc. Common Shares Gelineau, Daniel 7 18/03/2011 51 8,666 Cascades Inc. Common Shares Gelineau, Daniel 7 18/03/2011 51 2.28 13,958 8,666 Cascades Inc. Common Shares Jobin, Jean 7 24/03/2011 51 2.28 12,686 3,920 Cascades Inc. Options options d'achat

d'actions ordinaires Jobin, Jean 7 24/03/2011 51 2.28 26,189 -3,920

Cascades Inc. Common Shares Pelletier, Martin P. 4 16/03/2011 51 41,944 Cascades Inc. Common Shares Pelletier, Martin P. 4 16/03/2011 51 6.82 109,998 41,944 Catalyst Paper Corporation Common Shares Third Avenue Management

LLC3 22/03/2011 10 0.3588 52,687,715 73,100

Caza Gold Corp. Common Shares Cooke, Bradford 5 17/03/2011 11 0.5 1,787,727 100,000 Caza Gold Corp. Warrants Cooke, Bradford 5 17/03/2011 11 75,000 50,000 CE Franklin Ltd. Common Shares Baumgartner, James Earl 5 18/03/2011 51 2.7 17,510 16,895

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3923


T/O Unit Price


Acquired/ Disposed

CE Franklin Ltd. Common Shares Baumgartner, James Earl 5 21/03/2011 10 9.91 17,377 -133 CE Franklin Ltd. Common Shares Baumgartner, James Earl 5 22/03/2011 10 9.9 13,347 -4,030 CE Franklin Ltd. Common Shares Baumgartner, James Earl 5 23/03/2011 10 9.76 12,377 -970 CE Franklin Ltd. Common Shares Baumgartner, James Earl 5 24/03/2011 10 9.93 11,044 -1,333 CE Franklin Ltd. Common Shares Baumgartner, James Earl 5 24/03/2011 10 9.95 11,016 -28 CE Franklin Ltd. Options Baumgartner, James Earl 5 18/03/2011 51 2.7 120,603 -24,522 CE Franklin Ltd. Common Shares TARDIF, Della Rae 5 16/03/2011 51 3.49 6,411 1,184 CE Franklin Ltd. Common Shares TARDIF, Della Rae 5 21/03/2011 51 3.49 7,607 1,196 CE Franklin Ltd. Common Shares TARDIF, Della Rae 5 21/03/2011 10 9.11 7,507 -100 CE Franklin Ltd. Common Shares TARDIF, Della Rae 5 21/03/2011 10 9.1 6,423 -1,084 CE Franklin Ltd. Common Shares TARDIF, Della Rae 5 22/03/2011 10 9.84 6,123 -300 CE Franklin Ltd. Common Shares TARDIF, Della Rae 5 22/03/2011 10 9.8 5,379 -744 CE Franklin Ltd. Common Shares TARDIF, Della Rae 5 22/03/2011 10 9.85 5,227 -152 CE Franklin Ltd. Options TARDIF, Della Rae 5 16/03/2011 51 3.49 45,805 -2,000 CE Franklin Ltd. Options TARDIF, Della Rae 5 21/03/2011 51 3.49 43,805 -2,000 Cell-Loc Location Technologies Inc.

Options Bohn, Keith Jerome 4, 5 29/06/2010 00

Cell-Loc Location Technologies Inc.

Options Bohn, Keith Jerome 4, 5 29/06/2010 00


Options Bohn, Keith Jerome 4, 5 17/03/2011 50 480,000 170,000


Options Fattouche, Michel 3, 4, 5 18/03/2011 50 0.13 1,568,000 100,000


Options Fielding, Bruce Allen 5 18/03/2011 50 0.13 180,000 90,000


Options Guebert, David Dean 5 19/01/2011 52 340,066 -40,000


Options Guebert, David Dean 5 17/03/2011 50 400,066 60,000


Options Henschel, Robert William 4 17/03/2011 50 0.13 390,000 120,000


Options Hryciuk, Michael Lawrence 5 18/03/2011 50 240,000 90,000


Options TCHAIRDJIAN, DICK 4 17/03/2011 50 0.13 350,000 80,000

Celtic Exploration Ltd. Common Shares Franks, Alan G. 5 16/03/2011 30 19.69 11,359 59 Celtic Exploration Ltd. Common Shares Lalani, Sadiq 5 16/03/2011 30 19.7 12,506 64 Celtic Exploration Ltd. Common Shares Shea, Michael 5 16/03/2011 30 19.7 11,607 60 Celtic Exploration Ltd. Common Shares Wilson, David John 3, 4, 5 16/03/2011 30 19.69 13,318 69 Cenovus Energy Inc. Common Shares Dyte, Kerry Don 5 31/12/2010 30 28.36 5 Cenovus Energy Inc. Common Shares Dyte, Kerry Don 5 31/12/2010 30 28.36 180 5 Cenovus Energy Inc. Common Shares Ruste, Ivor Melvin 5 31/12/2010 30 28.36 79 Cenovus Energy Inc. Common Shares Ruste, Ivor Melvin 5 21/03/2011 51 26.64 12,579 1,800 Cenovus Energy Inc. Common Shares Ruste, Ivor Melvin 5 21/03/2011 10 37.38 10,779 -1,800 Cenovus Energy Inc. Common Shares Ruste, Ivor Melvin 5 21/03/2011 51 26.64 12,179 1,400 Cenovus Energy Inc. Common Shares Ruste, Ivor Melvin 5 21/03/2011 10 37.37 10,779 -1,400 Cenovus Energy Inc. Common Shares Ruste, Ivor Melvin 5 21/03/2011 51 26.64 12,679 1,900 Cenovus Energy Inc. Common Shares Ruste, Ivor Melvin 5 21/03/2011 10 37.36 10,779 -1,900 Cenovus Energy Inc. Common Shares Ruste, Ivor Melvin 5 21/03/2011 51 26.64 12,879 2,100 Cenovus Energy Inc. Common Shares Ruste, Ivor Melvin 5 21/03/2011 10 37.35 10,779 -2,100 Cenovus Energy Inc. Common Shares Ruste, Ivor Melvin 5 21/03/2011 51 26.64 11,679 900 Cenovus Energy Inc. Common Shares Ruste, Ivor Melvin 5 21/03/2011 10 37.34 10,779 -900 Cenovus Energy Inc. Common Shares Ruste, Ivor Melvin 5 21/03/2011 51 26.64 12,779 2,000 Cenovus Energy Inc. Common Shares Ruste, Ivor Melvin 5 21/03/2011 10 37.33 10,779 -2,000 Cenovus Energy Inc. Common Shares Ruste, Ivor Melvin 5 21/03/2011 51 26.64 13,804 3,025 Cenovus Energy Inc. Common Shares Ruste, Ivor Melvin 5 21/03/2011 10 37.32 10,779 -3,025 Cenovus Energy Inc. Common Shares Ruste, Ivor Melvin 5 31/12/2010 30 28.36 2,830 79 Cenovus Energy Inc. Options Ruste, Ivor Melvin 5 21/03/2011 51 26.64 319,300 -1,800 Cenovus Energy Inc. Options Ruste, Ivor Melvin 5 21/03/2011 51 26.64 317,900 -1,400 Cenovus Energy Inc. Options Ruste, Ivor Melvin 5 21/03/2011 51 26.64 316,000 -1,900 Cenovus Energy Inc. Options Ruste, Ivor Melvin 5 21/03/2011 51 26.64 313,900 -2,100 Cenovus Energy Inc. Options Ruste, Ivor Melvin 5 21/03/2011 51 26.64 313,000 -900 Cenovus Energy Inc. Options Ruste, Ivor Melvin 5 21/03/2011 51 26.64 311,000 -2,000 Cenovus Energy Inc. Options Ruste, Ivor Melvin 5 21/03/2011 51 26.64 307,975 -3,025 Cenovus Energy Inc. Common Shares Swystun, Donald 5 31/12/2010 30 28.39 969 Cenovus Energy Inc. Common Shares Swystun, Donald 5 31/12/2010 30 28.39 113,171 919 Cenovus Energy Inc. Common Shares Thomas, Wayne Richard 5 21/03/2011 30 32.41 6,427 10 Cenovus Energy Inc. Common Shares Thomas, Wayne Richard 5 21/03/2011 10 37.16 5,828 -599 Cenovus Energy Inc. Common Shares Thomas, Wayne Richard 5 21/03/2011 10 37.15 4,721 -1,107 Centamin Egypt Limited Ordinary Shares Arnesen, Mark 4 24/02/2011 00 Centamin Egypt Limited Ordinary Shares Arnesen, Mark 4 21/03/2011 10 1.2877 15,000 15,000 Centamin Egypt Limited Ordinary Shares Brown, Heidi Anne 5 21/03/2011 30 1.2585 475,000 225,000 Centamin Egypt Limited Ordinary Shares Di Silvio, Marco 5 21/03/2011 30 1.2585 725,000 600,000 Centamin Egypt Limited Ordinary Shares El-Raghy, Josef 4 29/03/2007 00

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3924


T/O Unit Price


Acquired/ Disposed

Centamin Egypt Limited Ordinary Shares El-Raghy, Josef 4 21/03/2011 30 1.2585 1,000,000 1,000,000 Centamin Egypt Limited Ordinary Shares Michael, Harry 5 21/03/2011 30 1.2585 1,125,000 1,000,000 Centamin Egypt Limited Ordinary Shares Schultz, Trevor 4 20/05/2008 00 Centamin Egypt Limited Ordinary Shares Schultz, Trevor 4 21/03/2011 30 1.2585 1,000,000 1,000,000 CGI Group Inc. Subordinate Voting

Shares Classe A Elix, Klaus 5 17/03/2011 30 19.276 7,913 750

CGI Group Inc. Subordinate Voting Shares Classe A

Godin, Serge 5 18/03/2011 30 19.067 87,415 131

CGI Group Inc. Options MacIsaac, John Benedict 5 17/03/2011 51 8.5 67,938 -8,004 CGI Group Inc. Options MacIsaac, John Benedict 5 17/03/2011 51 8.55 63,438 -4,500 CGI Group Inc. Subordinate Voting

Shares Classe A MacIsaac, John Benedict 5 16/07/2009 00


MacIsaac, John Benedict 5 17/03/2011 51 8.5 8,004 8,004


MacIsaac, John Benedict 5 17/03/2011 10 19 0 -8,004


MacIsaac, John Benedict 5 17/03/2011 51 8.55 4,500 4,500


MacIsaac, John Benedict 5 17/03/2011 10 18.97 0 -4,500


White, Warren Joseph 5 31/12/2010 30 15.619 1,447 1,447

Champion Minerals Inc. Common Shares Mitton, Bruce 5 13/03/2011 00 Champion Minerals Inc. Options Mitton, Bruce 5 13/03/2011 00 200,000 Chemaphor Inc. Common Shares Burton, Graham William 3, 4, 5 10/02/2011 90 0.085 472,252 -300,176 Chemaphor Inc. Common Shares Burton, Graham William 3, 4, 5 10/02/2011 90 0.085 635,096 300,176 Chemaphor Inc. Common Shares Burton, Graham William 3, 4, 5 10/02/2011 90 0.085 168,631 26,259 Chemaphor Inc. Common Shares Burton, Graham William 3, 4, 5 10/02/2011 90 0.085 878,544 -26,259 Chesswood Group Limited Common Shares Wortsman, Jeffrey 4 01/01/2011 36 273 Chesswood Group Limited Common Shares Wortsman, Jeffrey 4 01/01/2011 36 272 272 Choice Gold Corp Common Shares Class A Staude, John-Mark Gardner 4 17/03/2011 00 300,000

Choice Gold Corp Options Granted March 22, 2011

Staude, John-Mark Gardner 4 17/03/2011 00 400,000


Staude, John-Mark Gardner 4 17/03/2011 00













Choice Gold Corp Warrants 2011 Series 1 (2011S1)


Chorus Aviation Inc. Class B Voting Shares RANDELL, Joseph D. 4, 5 31/12/2010 00 Chorus Aviation Inc. Class B Voting Shares RANDELL, Joseph D. 4, 5 31/12/2010 00 Chorus Aviation Inc. Class B Voting Shares RANDELL, Joseph D. 4, 5 31/12/2010 00 222,384 CIBT Education Group Inc. (formerly Capital Alliance Group Inc.)

Common Shares Chu, Toby 4, 5 18/03/2011 10 0.33 3,407,347 1,000

CIBT Education Group Inc. (formerly Capital Alliance Group Inc.)

Common Shares Chu, Toby 4, 5 18/03/2011 10 0.32 3,408,347 1,000

Cineplex Inc. Common Shares Briant, Heather 5 21/03/2011 90 23.12 56,687 10,554 Cineplex Inc. Common Shares Briant, Heather 5 21/03/2011 90 23.12 61,621 4,934 Cineplex Inc. Common Shares Briant, Heather 5 21/03/2011 10 23.12 54,433 -7,188 Cineplex Inc. Common Shares Briant, Heather 5 23/03/2011 46 23.36 3,678 Cineplex Inc. Common Shares Briant, Heather 5 23/03/2011 46 23.36 3,678 Cineplex Inc. Common Shares Briant, Heather 5 23/03/2011 46 23.36 58,111 3,678 Cineplex Inc. Common Shares Briant, Heather 5 21/03/2011 90 9,868 -10,554 Cineplex Inc. Common Shares Briant, Heather 5 21/03/2011 90 4,934 -4,934 Cineplex Inc. Common Shares Briant, Heather 5 23/03/2011 46 23.36 18,659 13,725 Cineplex Inc. Common Shares Fitzgerald, Anne Tunstall 5 21/03/2011 90 23.12 14,502 10,554 Cineplex Inc. Common Shares Fitzgerald, Anne Tunstall 5 21/03/2011 90 23.12 22,725 8,223 Cineplex Inc. Common Shares Fitzgerald, Anne Tunstall 5 21/03/2011 10 23.12 -8,715 Cineplex Inc. Common Shares Fitzgerald, Anne Tunstall 5 21/03/2011 10 23.12 -8,715 Cineplex Inc. Common Shares Fitzgerald, Anne Tunstall 5 21/03/2011 10 23.12 14,010 -8,715 Cineplex Inc. Common Shares Fitzgerald, Anne Tunstall 5 23/03/2011 46 23.36 3,678

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3925


T/O Unit Price


Acquired/ Disposed

Cineplex Inc. Common Shares Fitzgerald, Anne Tunstall 5 23/03/2011 46 23.36 3,678 Cineplex Inc. Common Shares Fitzgerald, Anne Tunstall 5 23/03/2011 46 23.36 17,688 3,678 Cineplex Inc. Common Shares Fitzgerald, Anne Tunstall 5 21/03/2011 90 16,446 -10,554 Cineplex Inc. Common Shares Fitzgerald, Anne Tunstall 5 21/03/2011 90 8,223 -8,223 Cineplex Inc. Common Shares Fitzgerald, Anne Tunstall 5 23/03/2011 46 23.36 21,948 13,725 Cineplex Inc. Common Shares Jacob, Ellis 5 21/03/2011 90 23.12 40,105 40,105 Cineplex Inc. Common Shares Jacob, Ellis 5 21/03/2011 90 23.12 71,354 31,249 Cineplex Inc. Common Shares Jacob, Ellis 5 21/03/2011 10 23.12 56,851 -14,503 Cineplex Inc. Common Shares Jacob, Ellis 5 21/03/2011 10 23.12 41,851 -15,000 Cineplex Inc. Common Shares Jacob, Ellis 5 23/03/2011 46 23.36 67,933 26,082 Cineplex Inc. Common Shares Jacob, Ellis 5 02/03/2011 46 23.36 154,761 52,158 Cineplex Inc. Common Shares Jacob, Ellis 5 21/03/2011 90 114,656 -40,105 Cineplex Inc. Common Shares Jacob, Ellis 5 21/03/2011 90 83,407 -31,249 Cineplex Inc. Common Shares Kennedy, Michael 5 01/01/2011 00 Cineplex Inc. Common Shares Kennedy, Michael 5 21/03/2011 90 23.12 12,665 12,665 Cineplex Inc. Common Shares Kennedy, Michael 5 21/03/2011 90 23.12 20,888 8,223 Cineplex Inc. Common Shares Kennedy, Michael 5 21/03/2011 10 23.12 11,193 -9,695 Cineplex Inc. Common Shares Kennedy, Michael 5 23/03/2011 46 23.36 14,871 3,678 Cineplex Inc. Common Shares Kennedy, Michael 5 23/03/2011 10 23.75 10,000 Cineplex Inc. Common Shares Kennedy, Michael 5 23/03/2011 10 23.75 4,871 -10,000 Cineplex Inc. Common Shares Kennedy, Michael 5 21/03/2011 90 16,446 -12,665 Cineplex Inc. Common Shares Kennedy, Michael 5 21/03/2011 90 8,223 -8,223 Cineplex Inc. Common Shares Kennedy, Michael 5 23/03/2011 46 23.36 21,948 13,725 Cineplex Inc. Common Shares Kent, Jeff 5 21/03/2011 90 23.12 55,913 12,665 Cineplex Inc. Common Shares Kent, Jeff 5 21/03/2011 90 23.12 65,781 9,868 Cineplex Inc. Common Shares Kent, Jeff 5 21/03/2011 10 23.12 55,323 -10,458 Cineplex Inc. Common Shares Kent, Jeff 5 23/03/2011 46 23.36 59,737 4,414 Cineplex Inc. Common Shares Kent, Jeff 5 21/03/2011 90 19,736 -12,665 Cineplex Inc. Common Shares Kent, Jeff 5 21/03/2011 90 9,868 -9,868 Cineplex Inc. Common Shares Kent, Jeff 5 23/03/2011 46 23.36 26,340 16,472 Cineplex Inc. Common Shares Mandryk, Suzanna 5 21/03/2011 90 23.12 18,401 8,971 Cineplex Inc. Common Shares Mandryk, Suzanna 5 21/03/2011 90 23.12 25,391 6,990 Cineplex Inc. Common Shares Mandryk, Suzanna 5 21/03/2011 10 23.12 17,983 -7,408 Cineplex Inc. Common Shares Mandryk, Suzanna 5 23/03/2011 46 23.36 21,109 3,126 Cineplex Inc. Common Shares Mandryk, Suzanna 5 21/03/2011 90 13,980 -8,971 Cineplex Inc. Common Shares Mandryk, Suzanna 5 21/03/2011 90 6,990 -6,990 Cineplex Inc. Common Shares Mandryk, Suzanna 5 23/03/2011 46 23.36 18,657 11,667 Cineplex Inc. Common Shares McGrath, Daniel F. 5 21/03/2011 90 23.12 38,258 16,886 Cineplex Inc. Common Shares McGrath, Daniel F. 5 21/03/2011 90 23.12 51,415 13,157 Cineplex Inc. Common Shares McGrath, Daniel F. 5 21/03/2011 10 23.12 37,472 -13,943 Cineplex Inc. Common Shares McGrath, Daniel F. 5 23/03/2011 46 23.36 21,961 Cineplex Inc. Common Shares McGrath, Daniel F. 5 23/03/2011 46 23.36 21,961 Cineplex Inc. Common Shares McGrath, Daniel F. 5 23/03/2011 46 23.36 43,357 5,885 Cineplex Inc. Common Shares McGrath, Daniel F. 5 21/03/2011 90 26,314 -16,886 Cineplex Inc. Common Shares McGrath, Daniel F. 5 21/03/2011 90 13,157 -13,157 Cineplex Inc. Common Shares McGrath, Daniel F. 5 21/03/2011 46 23.36 35,118 21,961 Cineplex Inc. Common Shares Nelson, Gordon 5 21/03/2010 46 23.36 5,885 Cineplex Inc. Common Shares Nelson, Gordon 5 21/03/2010 46 23.36 5,885 Cineplex Inc. Common Shares Nelson, Gordon 5 21/03/2011 90 23.12 74,335 16,886 Cineplex Inc. Common Shares Nelson, Gordon 5 21/03/2011 90 23.12 87,492 13,157 Cineplex Inc. Common Shares Nelson, Gordon 5 21/03/2011 10 23.12 73,549 -13,943 Cineplex Inc. Common Shares Nelson, Gordon 5 21/03/2011 46 23.36 79,434 5,885 Cineplex Inc. Common Shares Nelson, Gordon 5 21/03/2010 46 23.36 21,961 Cineplex Inc. Common Shares Nelson, Gordon 5 21/03/2010 46 23.36 21,961 Cineplex Inc. Common Shares Nelson, Gordon 5 21/03/2011 90 26,314 -16,886 Cineplex Inc. Common Shares Nelson, Gordon 5 21/03/2011 90 13,157 -13,157 Cineplex Inc. Common Shares Nelson, Gordon 5 21/03/2011 46 23.36 35,118 21,961 Cineplex Inc. Common Shares Nonis, Paul 5 01/01/2011 00 Cineplex Inc. Common Shares Nonis, Paul 5 21/03/2011 90 23.12 9,499 9,499 Cineplex Inc. Common Shares Nonis, Paul 5 21/03/2011 90 23.12 16,900 7,401 Cineplex Inc. Common Shares Nonis, Paul 5 21/03/2011 10 23.12 9,056 -7,844 Cineplex Inc. Common Shares Nonis, Paul 5 22/03/2011 10 23.48 8,956 -100 Cineplex Inc. Common Shares Nonis, Paul 5 22/03/2011 10 23.45 3,556 -5,400 Cineplex Inc. Common Shares Nonis, Paul 5 23/03/2011 46 23.36 6,866 3,310 Cineplex Inc. Common Shares Nonis, Paul 5 21/03/2011 90 14,802 -9,499 Cineplex Inc. Common Shares Nonis, Paul 5 21/03/2011 90 7,401 -7,401 Cineplex Inc. Common Shares Nonis, Paul 5 23/03/2011 46 23.36 19,757 12,356 Cineplex Inc. Common Shares Stanghieri, Fabrizio 5 01/03/2011 00 642 Cineplex Inc. Common Shares Stanghieri, Fabrizio 5 21/03/2011 90 23.12 6,322 Cineplex Inc. Common Shares Stanghieri, Fabrizio 5 21/03/2011 90 23.12 6,322 Cineplex Inc. Common Shares Stanghieri, Fabrizio 5 21/03/2011 90 23.12 5,987 5,345 Cineplex Inc. Common Shares Stanghieri, Fabrizio 5 21/03/2011 10 23.12 567 -5,420 Cineplex Inc. Common Shares Stanghieri, Fabrizio 5 21/03/2011 90 23.12 6,899 6,332 Cineplex Inc. Common Shares Stanghieri, Fabrizio 5 23/03/2011 46 23.36 9,290 2,391

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3926


T/O Unit Price


Acquired/ Disposed

Cineplex Inc. Common Shares Stanghieri, Fabrizio 5 01/03/2011 00 17,022 Cineplex Inc. Common Shares Stanghieri, Fabrizio 5 21/03/2011 90 -6,322 Cineplex Inc. Common Shares Stanghieri, Fabrizio 5 21/03/2011 90 10,690 -6,332 Cineplex Inc. Common Shares Stanghieri, Fabrizio 5 21/03/2011 90 5,345 -5,345 Cineplex Inc. Common Shares Stanghieri, Fabrizio 5 23/03/2011 46 23.36 14,267 8,922 Cinram International Income Fund

Deferred Units Aboutboul, Henri Aharon 4 30/06/2010 56 1.19 64,204 8,403

Cinram International Income Fund

Deferred Units Aboutboul, Henri Aharon 4 30/09/2010 56 1 74,204 10,000




Deferred Units Aboutboul, Henri Aharon 4 31/12/2010 56 1.35 7,407


Deferred Units Aboutboul, Henri Aharon 4 31/12/2010 56 1.35 7,407




Units Aboutboul, Henri Aharon 4 07/03/2011 10 0.8 201,434 -9,000






Units Aboutboul, Henri Aharon 4 10/03/2011 10 0.8 -4,000










Deferred Units Anderson, William John 4 30/06/2010 56 1.19 158,040 29,412


Deferred Units Anderson, William John 4 30/09/2010 56 1 193,040 35,000




Deferred Units Anderson, William John 4 31/12/2010 56 1.35 25,926


Deferred Units Anderson, William John 4 31/12/2010 56 1.35 25,926




Deferred Units Brenton, Andrew 4 30/06/2010 56 1.19 45,425 8,403


Deferred Units Brenton, Andrew 4 30/09/2010 56 1 55,425 10,000






Deferred Units Normandeau, Robert 4, 6 30/06/2010 56 1.19 49,496 9,454


Deferred Units Normandeau, Robert 4, 6 30/09/2010 56 1 60,746 11,250






Deferred Units Poile, Robert 4 30/06/2010 56 1.19 48,839 8,403


Deferred Units Poile, Robert 4 30/09/2010 56 1 58,839 10,000





Clarke Inc. Convertible Debentures 6% Dec 2013 (CKI.DB.A)

Geosam Capital Inc. 3 18/03/2011 10 98.5 $3,896,500 -$21,000

Clarke Inc. Convertible Debentures 6% Dec 2013 (CKI.DB.A)

Geosam Capital Inc. 3 21/03/2011 10 98.5 $3,808,500 -$88,000

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3927


T/O Unit Price


Acquired/ Disposed

Cline Mining Corporation Options Elzinga, Peter 4 25/02/2011 99 1.11 400,000 Cline Mining Corporation Options Elzinga, Peter 4 25/02/2011 99 1.11 300,000 300,000 Coalspur Mines Limited Common Shares

(Ordinary) Arima, Anastasios 4 19/02/2009 11 4,800,773

Coalspur Mines Limited Common Shares (Ordinary)

Arima, Anastasios 4 19/02/2009 11 4,800,773
















Arima, Anastasios 4 27/10/2010 00


Arima, Anastasios 4 27/10/2010 00




Middlemas, Ian 4 24/04/2007 11 5,000,000


Middlemas, Ian 4 24/04/2007 11 5,000,000


Middlemas, Ian 4 26/06/2007 11 1,000,000


Middlemas, Ian 4 26/06/2007 11 1,000,000


Middlemas, Ian 4 19/02/2009 11 3,300,000


Middlemas, Ian 4 19/02/2009 11 3,300,000


Middlemas, Ian 4 27/10/2010 00


Middlemas, Ian 4 27/10/2010 00


Middlemas, Ian 4 27/10/2010 00 9,300,000

Coalspur Mines Limited Options (Listed) Middlemas, Ian 4 24/04/2007 50 3,750,000 Coalspur Mines Limited Options (Listed) Middlemas, Ian 4 24/04/2007 50 3,750,000 Coalspur Mines Limited Options (Listed) Middlemas, Ian 4 26/06/2007 50 750,000 Coalspur Mines Limited Options (Listed) Middlemas, Ian 4 26/06/2007 50 750,000 Coalspur Mines Limited Options (Listed) Middlemas, Ian 4 19/02/2009 50 1,100,000 Coalspur Mines Limited Options (Listed) Middlemas, Ian 4 19/02/2009 50 1,100,000 Coalspur Mines Limited Options (Listed) Middlemas, Ian 4 27/10/2010 00 Coalspur Mines Limited Options (Listed) Middlemas, Ian 4 27/10/2010 00 Coalspur Mines Limited Options (Listed) Middlemas, Ian 4 27/10/2010 00 5,600,000 Coalspur Mines Limited Common Shares

(Ordinary) Pearce, Mark Laurence 4 24/04/2007 11 1,900,000


Pearce, Mark Laurence 4 24/04/2007 11 1,900,000


Pearce, Mark Laurence 4 26/06/2007 11 380,000


Pearce, Mark Laurence 4 26/06/2007 11 380,000


Pearce, Mark Laurence 4 27/10/2010 00


Pearce, Mark Laurence 4 27/10/2010 00 2,280,000

Coalspur Mines Limited Options (Listed) Pearce, Mark Laurence 4 24/04/2007 50 1,425,000 Coalspur Mines Limited Options (Listed) Pearce, Mark Laurence 4 24/04/2007 50 1,425,000 Coalspur Mines Limited Options (Listed) Pearce, Mark Laurence 4 26/06/2007 50 285,000 Coalspur Mines Limited Options (Listed) Pearce, Mark Laurence 4 26/06/2007 50 285,000 Coalspur Mines Limited Options (Listed) Pearce, Mark Laurence 4 27/10/2010 00 Coalspur Mines Limited Options (Listed) Pearce, Mark Laurence 4 27/10/2010 00 1,710,000 Coalspur Mines Limited Options (Unlisted) Pearce, Mark Laurence 4 30/08/2010 50 2,000,000 Coalspur Mines Limited Options (Unlisted) Pearce, Mark Laurence 4 30/08/2010 50 2,000,000

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3928


T/O Unit Price


Acquired/ Disposed

Coalspur Mines Limited Options (Unlisted) Pearce, Mark Laurence 4 27/10/2010 00 Coalspur Mines Limited Options (Unlisted) Pearce, Mark Laurence 4 27/10/2010 00 2,000,000 Coalspur Mines Limited Common Shares

(Ordinary) Steyn, Colin 4 21/10/2010 11 59,733,333


Steyn, Colin 4 21/10/2010 11 59,733,333


Steyn, Colin 4 27/10/2010 00


Steyn, Colin 4 27/10/2010 00 59,733,333

Coalspur Mines Limited Options (Listed) Steyn, Colin 4 21/10/2010 50 22,400,000 Coalspur Mines Limited Options (Listed) Steyn, Colin 4 21/10/2010 50 22,400,000 Coalspur Mines Limited Options (Listed) Steyn, Colin 4 27/10/2010 00 Coalspur Mines Limited Options (Listed) Steyn, Colin 4 27/10/2010 00 22,400,000 Coalspur Mines Limited Options (Unlisted) Steyn, Colin 4 21/10/2010 50 14,933,333 Coalspur Mines Limited Options (Unlisted) Steyn, Colin 4 21/10/2010 50 14,933,333 Coalspur Mines Limited Options (Unlisted) Steyn, Colin 4 21/10/2010 50 15,000,000 Coalspur Mines Limited Options (Unlisted) Steyn, Colin 4 21/10/2010 50 15,000,000 Coalspur Mines Limited Options (Unlisted) Steyn, Colin 4 27/10/2010 00 Coalspur Mines Limited Options (Unlisted) Steyn, Colin 4 27/10/2010 00 29,933,333 Coast Wholesale Appliances Inc.

Common Shares Paquette, Maurice Edward 4 23/03/2011 10 4.54 4,000 2,000

Coastal Contacts Inc. Common Shares Hardy, Roger 3, 4, 5 17/03/2011 30 2.12 6,707,577 80 Cominar Real Estate Investment Trust

Options Ouellette, Michel 5 22/03/2011 51 15.14 89,500 -11,500

Cominar Real Estate Investment Trust

Options Ouellette, Michel 5 22/03/2011 51 18.68 76,750 -12,750


Trust Units Ouellette, Michel 5 22/03/2011 51 15.14 37,682 11,500


Trust Units Ouellette, Michel 5 22/03/2011 51 18.68 50,432 12,750


Trust Units Ouellette, Michel 5 22/03/2011 10 21.8 40,432 -10,000







COMPASS Income Fund Trust Units COMPASS Income Fund 1 24/03/2011 38 12.2 29,727,463 800 Computer Modelling Group Ltd.

Common Shares Computer Modelling Group Ltd.

1 17/03/2011 38 0 -5,000

CONDOR RESOURCES INC.

Options Burns, Patrick James 3, 4, 5 14/03/2011 50 0.55 450,000


Options Burns, Patrick James 3, 4, 5 21/03/2011 50 0.55 850,000 450,000


Options Davis, Lyle Roy 4 14/03/2011 50 0.55 475,000 250,000


Options De Undurraga F., Francisco 4 14/03/2011 50 0.55 250,000


Options De Undurraga F., Francisco 4 21/03/2011 50 0.55 450,000 250,000


Options Larkin, Paul Anthony 5 21/03/2011 50 0.55 520,000 250,000


Options Marquez Amado, Ever 5 21/03/2011 50 0.55 500,000 200,000


Options Watt, John Stewart 5 21/03/2011 50 400,000 200,000

Connacher Oil and Gas Limited

Common Shares Evans, Colin Michael 4 24/03/2011 10 1.39 153,187 -20,000


Options Gusella, Richard Allan 4, 5 21/03/2011 50 2,617,167 301,500


Options Johnson, Merle Duane 5 21/03/2011 50 576,500 112,500


Options Kines, Richard Robert Joseph

5 21/03/2011 50 929,500 130,500


Options Marston, Stephen Adair 5 21/03/2011 50 739,000 90,000


Options Sametz, Peter D. 4, 5 21/03/2011 50 1,776,751 213,750


Options Sengar, Rashi 5 21/03/2011 50 135,000 30,000

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3929


T/O Unit Price


Acquired/ Disposed


Options Todd, Cameron Murray 5 21/03/2011 50 1,063,000 130,500


Options Ukrainetz, Grant 5 21/03/2011 50 760,001 90,000

Constellation Software Inc. Common Shares Bender, Jeffrey James 5 15/03/2011 30 55 109,486 -1,500 Constellation Software Inc. Common Shares Schmidt, Daniel 5 21/03/2011 90 11,503 -3,297 Constellation Software Inc. Common Shares Schmidt, Daniel 5 21/03/2011 90 4,610 3,297 Continental Minerals Corporation

Preferred Shares Ross Smith Capital Group L.P.

3 18/03/2011 10 2.77 2,114,000 9,900

Continental Minerals Corporation


3 21/03/2011 10 2.86 2,113,100 -900



3 23/03/2011 10 2.86 2,112,600 -500



3 24/03/2011 10 2.77 2,112,700 100

Contrans Group Inc. Multiple Voting Shares Class B

Talbot, Scott 4 19/03/2011 10 8.75 9,100 5,000

CORAL GOLD RESOURCES LTD.

Common Shares Chin, Dorothy 5 16/03/2011 10 0.77 10,000 -5,000






Common Shares Chin, Dorothy 5 18/03/2011 10 0.75 0 -4,000

Coro Mining Corp. Options Jackson, Alvin William 4 10/02/2011 50 1.45 400,000 150,000 CORPORATION NUVOLT INC.

Options Bois, Fernand 3 24/03/2011 50 1,100,000 600,000

CORUS Entertainment Inc. Non-Voting Shares Class B

Adam, Judy Chieh 5 31/12/2010 30 19.83 6,924 671


Adam, Judy Chieh 5 31/12/2010 30 19.73 7,136 212


Dyer, Donald Scott 5 31/12/2010 30 19.79 7,537 1,175


Dyer, Donald Scott 5 31/12/2010 30 19.73 7,973 436


Maavara, Gary Aksel 5 31/12/2010 30 19.79 11,194 1,081


Maavara, Gary Aksel 5 31/12/2010 30 19.78 11,336 142


McNair, Kathleen 5 31/12/2010 30 19.8 11,325 955


McNair, Kathleen 5 31/12/2010 30 19.75 11,534 209


Murphy, Douglas Donovan 5 31/12/2010 30 19.81 29,467 1,212


Murphy, Douglas Donovan 5 31/12/2010 30 19.74 29,756 289


Pandoff, Chris 5 31/12/2010 30 19.78 27,014 1,021


Pandoff, Chris 5 31/12/2010 30 19.72 27,454 440


Peddie, Tom 5 31/12/2010 30 19.79 64,229 1,444


Peddie, Tom 5 31/12/2010 30 19.73 64,819 590


Shaw, Heather Ann 4 31/12/2007 30 48.42 2,062 6


Shaw, Heather Ann 4 01/02/2008 37 4,124 2,062


Shaw, Heather Ann 4 08/02/2008 37 50


Shaw, Heather Ann 4 08/02/2008 37 50


Shaw, Heather Ann 4 08/02/2008 37 50


Shaw, Heather Ann 4 31/12/2008 30 17.19 4,250 126

Counsel Corporation Options Levy, Robert Adam 5 22/03/2011 50 0.68 350,000 100,000 Counsel Corporation Options Taylor, Gary 5 22/03/2011 50 0.68 310,000 130,000 Crescent Point Energy Corp. Common Shares Colborne, Paul 4 17/03/2011 10 45.51 166,828 5,000

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3930


T/O Unit Price


Acquired/ Disposed

Crescent Point Energy Corp. Common Shares Colborne, Paul 4 17/03/2011 10 45.45 176,128 9,300

Crescent Point Energy Corp. Common Shares Colborne, Paul 4 17/03/2011 10 45.44 176,728 600

Crescent Point Energy Corp. Common Shares Colborne, Paul 4 17/03/2011 10 45.43 176,828 100

Crescent Point Energy Corp. Common Shares Gritzfeldt, Ryan Chad Raymond

5 01/01/2010 00


5 02/07/2010 22 4,937 4,937


5 02/07/2010 22 4,882


5 02/07/2010 22 4,937

Crescent Point Energy Corp. Common Shares Turnbull, Gregory George 4 16/12/2010 30 40.98 33,857 56

Creso Exploration Inc. Common Shares Dundee Corporation 3 18/03/2011 10 0.4114 1,856,000 -36,000 Creso Exploration Inc. Common Shares Dundee Corporation 3 21/03/2011 10 0.4205 1,836,000 -20,000 Creso Exploration Inc. Common Shares Dundee Corporation 3 22/03/2011 10 0.4115 1,797,000 -39,000 Creso Exploration Inc. Common Shares Dundee Corporation 3 23/03/2011 10 0.3981 1,653,000 -144,000 Creso Exploration Inc. Common Shares Dundee Corporation 3 24/03/2011 10 0.3816 1,500,000 -153,000 Crew Energy Inc. Common Shares SMITH, GARY PARKER 5 18/03/2011 10 8.32 40,000 40,000 Crew Energy Inc. Common Shares SMITH, GARY PARKER 5 18/03/2011 10 18.07 0 -40,000 Crew Energy Inc. Common Shares SMITH, GARY PARKER 5 18/03/2011 10 7.23 8,000 8,000 Crew Energy Inc. Common Shares SMITH, GARY PARKER 5 18/03/2011 10 18.07 0 -8,000 Crew Energy Inc. Common Shares SMITH, GARY PARKER 5 18/03/2011 10 12.44 10,000 10,000 Crew Energy Inc. Common Shares SMITH, GARY PARKER 5 18/03/2011 10 18.07 0 -10,000 Crew Energy Inc. Options SMITH, GARY PARKER 5 18/03/2011 51 -58,000 Crew Energy Inc. Options SMITH, GARY PARKER 5 18/03/2011 51 -58,000 Crew Energy Inc. Options SMITH, GARY PARKER 5 18/03/2011 10 58,000 Crew Energy Inc. Options SMITH, GARY PARKER 5 18/03/2011 10 58,000 Crew Energy Inc. Options SMITH, GARY PARKER 5 18/03/2011 10 -58,000 Crew Energy Inc. Options SMITH, GARY PARKER 5 18/03/2011 10 -58,000 Crew Energy Inc. Options SMITH, GARY PARKER 5 18/03/2011 51 8.32 163,000 -40,000 Crew Energy Inc. Options SMITH, GARY PARKER 5 18/03/2011 51 7.23 155,000 -8,000 Crew Energy Inc. Options SMITH, GARY PARKER 5 18/03/2011 51 12.44 145,000 -10,000 Crocodile Gold Corp. Common Shares Bharti, Stan 4 24/03/2011 15 1.05 4,325,396 2,500,000 Crocodile Gold Corp. Warrants Bharti, Stan 4 03/11/2009 00 Crocodile Gold Corp. Warrants Bharti, Stan 4 24/03/2011 15 1,250,000 1,250,000 Crocodile Gold Corp. Common Shares Davies, Brianna Kirsten 5 11/08/2008 00 Crocodile Gold Corp. Common Shares Davies, Brianna Kirsten 5 24/03/2011 15 1.05 15,000 15,000 Crocodile Gold Corp. Warrants Davies, Brianna Kirsten 5 11/08/2008 00 Crocodile Gold Corp. Warrants Davies, Brianna Kirsten 5 24/03/2011 15 7,500 7,500 Crocodile Gold Corp. Common Shares Hoffman, Michael 4, 5 24/03/2011 15 1.05 100,000 Crocodile Gold Corp. Common Shares Hoffman, Michael 4, 5 24/03/2011 15 0.99 1,187,500 100,000 Crocodile Gold Corp. Common Shares Hoffman, Michael 4, 5 24/03/2011 53 0.12 50,000 Crocodile Gold Corp. Common Shares Hoffman, Michael 4, 5 24/03/2011 53 0.12 50,000 Crocodile Gold Corp. Warrants Hoffman, Michael 4, 5 03/11/2009 00 Crocodile Gold Corp. Warrants Hoffman, Michael 4, 5 03/11/2009 00 Crocodile Gold Corp. Warrants Hoffman, Michael 4, 5 03/11/2009 00 Crocodile Gold Corp. Warrants Hoffman, Michael 4, 5 24/03/2011 15 0.12 50,000 50,000 Crocodile Gold Corp. Common Shares Humphrey, Raymond Bruce 4 24/03/2011 15 1.05 1,125,000 200,000

Crocodile Gold Corp. Warrants Humphrey, Raymond Bruce 4 24/03/2011 15 100,000 100,000

Crocodile Gold Corp. Options Nielsen, Frederick William 5 21/03/2011 00 300,000 Crocodile Gold Corp. Common Shares Woodhead, Stephen 5 28/02/2011 00 Crocodile Gold Corp. Common Shares Woodhead, Stephen 5 24/03/2011 15 0.99 25,000 25,000 Crocodile Gold Corp. Warrants Woodhead, Stephen 5 28/02/2011 00 Crocodile Gold Corp. Warrants Woodhead, Stephen 5 24/03/2011 15 0.12 12,500 12,500 CROWFLIGHT MINERALS INC.

Options Zhu, Xuexin 4 20/09/2010 00

Crown Gold Corporation Common Shares Quick, Martin 4 30/08/2010 00 Crown Gold Corporation Common Shares Quick, Martin 4 30/08/2010 00 17,247 Cypress Development Corp. Common Shares Trimble, William 5 22/03/2011 11 0.06 0 -1,000,000

Cypress Development Corp. Common Shares Trimble, William 5 22/03/2011 11 0.06 1,010,000 1,000,000

Daylight Energy Ltd. Common Shares Eshleman, Brent Andrew 5 17/03/2011 57 10.2 118,501 61,651 Daylight Energy Ltd. Common Shares Eshleman, Brent Andrew 5 17/03/2011 57 10.2 126,780 8,279 Daylight Energy Ltd. Common Shares Eshleman, Brent Andrew 5 21/03/2011 30 10.733 127,215 435 Daylight Energy Ltd. Common Shares Eshleman, Brent Andrew 5 22/03/2011 10 10.86 122,215 -5,000 Daylight Energy Ltd. Performance Share

Awards Eshleman, Brent Andrew 5 17/03/2011 57 10.2 141,916 -25,000

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3931


T/O Unit Price


Acquired/ Disposed

Daylight Energy Ltd. Restricted Share Awards Eshleman, Brent Andrew 5 17/03/2011 57 10.2 35,501 -7,499

Daylight Energy Ltd. Common Shares Ford, Randy 5 17/03/2011 57 10.2 159,669 61,651 Daylight Energy Ltd. Common Shares Ford, Randy 5 17/03/2011 57 10.2 167,588 7,919 Daylight Energy Ltd. Common Shares Ford, Randy 5 21/03/2011 30 10.733 168,002 414 Daylight Energy Ltd. Performance Share

Awards Ford, Randy 5 17/03/2011 57 10.2 124,916 -25,000

Daylight Energy Ltd. Restricted Share Awards Ford, Randy 5 17/03/2011 57 10.2 31,835 -7,166

Daylight Energy Ltd. Common Shares Hanbury, Edwin Stewart 5 17/03/2011 57 10.2 400,055 86,311 Daylight Energy Ltd. Common Shares Hanbury, Edwin Stewart 5 17/03/2011 57 10.2 409,826 9,771 Daylight Energy Ltd. Common Shares Hanbury, Edwin Stewart 5 21/03/2011 30 10.733 410,321 495 Daylight Energy Ltd. Performance Share

Awards Hanbury, Edwin Stewart 5 17/03/2011 57 10.2 164,916 -35,000

Daylight Energy Ltd. Restricted Share Awards Hanbury, Edwin Stewart 5 17/03/2011 57 10.2 40,501 -8,833

Daylight Energy Ltd. Common Shares Horner, Stephen Roy 5 17/03/2011 57 10.2 203,819 61,651 Daylight Energy Ltd. Common Shares Horner, Stephen Roy 5 17/03/2011 57 10.2 211,379 7,560 Daylight Energy Ltd. Common Shares Horner, Stephen Roy 5 21/03/2011 10 10.749 184,879 -26,500 Daylight Energy Ltd. Common Shares Horner, Stephen Roy 5 21/03/2011 30 10.733 185,284 405 Daylight Energy Ltd. Performance Share

Awards Horner, Stephen Roy 5 17/03/2011 57 10.2 118,916 -25,000

Daylight Energy Ltd. Restricted Share Awards Horner, Stephen Roy 5 17/03/2011 57 10.2 31,167 -6,833

Daylight Energy Ltd. Common Shares KAZEIL, PAMELA PEARL 5 17/03/2011 57 10.2 116,971 98,641

Daylight Energy Ltd. Common Shares KAZEIL, PAMELA PEARL 5 17/03/2011 57 10.2 126,690 9,719

Daylight Energy Ltd. Common Shares KAZEIL, PAMELA PEARL 5 17/03/2011 10 10.46 85,690 -41,000

Daylight Energy Ltd. Common Shares KAZEIL, PAMELA PEARL 5 21/03/2011 30 10.733 86,125 435

Daylight Energy Ltd. Performance Share Awards

KAZEIL, PAMELA PEARL 5 17/03/2011 57 10.2 141,000 -40,000

Daylight Energy Ltd. Restricted Share Awards KAZEIL, PAMELA PEARL 5 17/03/2011 57 10.2 29,667 -8,667

Daylight Energy Ltd. Common Shares Lambert, Anthony 4, 5 17/03/2011 57 10.2 965,377 281,126 Daylight Energy Ltd. Common Shares Lambert, Anthony 4, 5 17/03/2011 57 10.2 995,617 30,240 Daylight Energy Ltd. Common Shares Lambert, Anthony 4, 5 21/03/2011 30 10.733 996,471 854 Daylight Energy Ltd. Performance Share

Awards Lambert, Anthony 4, 5 17/03/2011 57 10.2 451,834 -114,000

Daylight Energy Ltd. Restricted Share Awards Lambert, Anthony 4, 5 17/03/2011 57 10.2 93,000 -27,333

Daylight Energy Ltd. Common Shares Nielsen, Steven Ronald 5 17/03/2011 57 10.2 455,805 110,971 Daylight Energy Ltd. Common Shares Nielsen, Steven Ronald 5 17/03/2011 57 10.2 472,675 16,870 Daylight Energy Ltd. Common Shares Nielsen, Steven Ronald 5 21/03/2011 30 10.733 473,251 576 Daylight Energy Ltd. Performance Share

Awards Nielsen, Steven Ronald 5 17/03/2011 57 10.2 274,002 -45,000

Daylight Energy Ltd. Restricted Share Awards Nielsen, Steven Ronald 5 17/03/2011 57 10.2 -8,333

Daylight Energy Ltd. Restricted Share Awards Nielsen, Steven Ronald 5 17/03/2011 57 10.2 56,666 -15,333

Daylight Energy Ltd. Common Shares PROCTOR, CAMERON MACLEAN

5 17/03/2011 57 10.2 16,696 9,002

Daylight Energy Ltd. Common Shares PROCTOR, CAMERON MACLEAN

5 21/03/2011 30 10.733 17,229 533

Daylight Energy Ltd. Restricted Share Awards PROCTOR, CAMERON MACLEAN

5 17/03/2011 57 10.2 40,667 -8,333

Daylight Energy Ltd. Common Shares Simpson, Gerald 5 17/03/2011 57 10.2 331,780 73,981 Daylight Energy Ltd. Common Shares Simpson, Gerald 5 17/03/2011 57 10.2 339,547 7,767 Daylight Energy Ltd. Common Shares Simpson, Gerald 5 21/03/2011 30 10.733 339,961 414 Daylight Energy Ltd. Performance Share

Awards Simpson, Gerald 5 17/03/2011 57 10.2 120,916 -30,000

Daylight Energy Ltd. Restricted Share Awards Simpson, Gerald 5 17/03/2011 57 10.2 31,167 -7,001

Dejour Enterprises Ltd. Common Shares Inwentash, Sheldon 6 08/02/2011 36 0.3 2,213,157 1,000,000 Dejour Enterprises Ltd. Common Shares Inwentash, Sheldon 6 09/03/2011 10 0.398 -188,157 Dejour Enterprises Ltd. Common Shares Inwentash, Sheldon 6 09/03/2011 90 0.398 -188,157 Dejour Enterprises Ltd. Common Shares Inwentash, Sheldon 6 07/03/2011 10 0.4476 675,000 -780,000 Dejour Enterprises Ltd. Common Shares Inwentash, Sheldon 6 09/03/2011 90 0.398 486,843 -188,157 Dejour Enterprises Ltd. Common Shares Inwentash, Sheldon 6 10/03/2011 90 0.398 188,157 Dejour Enterprises Ltd. Common Shares Inwentash, Sheldon 6 10/03/2011 90 0.398 188,157 Dejour Enterprises Ltd. Units Common Shares Inwentash, Sheldon 6 08/02/2011 36 0 -1,000,000 Dejour Enterprises Ltd. Warrants Inwentash, Sheldon 6 21/07/2009 00

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3932


T/O Unit Price


Acquired/ Disposed

Dejour Enterprises Ltd. Warrants Inwentash, Sheldon 6 08/02/2011 36 500,000 500,000 Dejour Enterprises Ltd. Options mut, neyeska 5 21/03/2011 50 0.35 300,006 Dejour Enterprises Ltd. Options mut, neyeska 5 21/03/2011 50 0.35 700,000 306,000 Dejour Enterprises Ltd. Options Mut, Stephen Randolph 4 21/03/2011 50 0.35 650,000 300,000 Dejour Enterprises Ltd. Options Patricio, Richard J 4 16/03/2011 50 400,000 100,000 DHX Media Ltd. Common Shares Court, Neil 4 22/03/2011 10 0.85 1,746,314 -359,336 Diagnos Inc. Common Shares Inwentash, Sheldon 6 04/02/2011 10 0.25 -5,000 Diagnos Inc. Common Shares Inwentash, Sheldon 6 04/02/2011 10 0.25 4,342,500 -55,000 Diagnos Inc. Common Shares lerolle, olivier 4 01/06/2004 00 Diagnos Inc. Common Shares lerolle, olivier 4 01/06/2004 00 4,000 Diagnos Inc. Common Shares lerolle, olivier 4 21/01/2008 51 0.23 33,000 Diagnos Inc. Common Shares lerolle, olivier 4 21/01/2008 51 0.23 37,333 33,333 Diagnos Inc. Options lerolle, olivier 4 21/01/2008 51 0.23 33,000 Diagnos Inc. Options lerolle, olivier 4 21/01/2008 51 0.23 -33,000 Diagnos Inc. Options lerolle, olivier 4 21/01/2008 51 0.23 456,667 -33,333 Diagnos Inc. Options lerolle, olivier 4 21/02/2011 52 0.23 590,000 -66,667 Diamond Fields International Ltd.

Common Shares Boulle, Jean-Raymond 3 18/03/2011 10 0.3 19,540,494 10,000

DNI Metals Inc. Common Shares clement, denis arthur 4 21/03/2011 10 0.175 2,330,187 24,000 DNI Metals Inc. Common Shares clement, denis arthur 4 22/03/2011 10 0.175 2,350,187 20,000 DNI Metals Inc. Common Shares clement, denis arthur 4 23/03/2011 10 0.215 2,360,187 10,000 DRM Ventures Inc. Common Shares McCauley, Gordon Clark 4 21/03/2011 00 50,000 Dundee Corporation Subordinate Voting

Shares Class A Gordon, Harold P. 4, 5 31/12/2010 30 14.98 107,191 4,891

Dundee Precious Metals Inc. Options Goldstone, Adrian J. 5 25/03/2011 50 8.9 390,000 75,000

Dundee Precious Metals Inc. Common Shares Kinsman, Jeremy 4 22/03/2011 10 8.77 4,167 -12,500

Dundee Precious Metals Inc. Options Kinsman, Jeremy 4 25/03/2011 50 103,333 10,000

Dundee Precious Metals Inc. Options Young, Donald Walter 4 25/03/2011 50 8.9 60,000 10,000

Dundee Real Estate Investment Trust

Trust Units Series A KNOWLTON, JOHN MICHAEL ARTHUR

5 18/03/2011 10 31.861 52,866 -13,339

Duran Ventures Inc. Common Shares Unlimited, No Par Value

Reeder, Jeffrey 4 22/03/2011 10 0.32 110,000 20,000

Duran Ventures Inc. Common Shares Unlimited, No Par Value

Thompson, John Palmer 4 22/03/2011 10 0.315 340,000 -75,000

Dynacor Gold Mines Inc. Common Shares Devitre, Richard 4 23/03/2011 10 1.66 95,727 -2,100 Dynacor Gold Mines Inc. Common Shares Devitre, Richard 4 23/03/2011 10 1.65 90,527 -5,200 Dynacor Gold Mines Inc. Common Shares MALAGA INC. 3 18/03/2011 10 1.75 3,527,670 -4,200 Dynacor Gold Mines Inc. Common Shares MALAGA INC. 3 21/03/2011 10 1.75 3,525,170 -2,500 E-L Financial Corporation Limited

Common Shares Dominion and Anglo Investment Corporation Limited

3 24/03/2011 47 481 1,341,123 -2,000

Eaglewood Energy Inc. Options Moes, Diana 5 18/03/2011 50 0.5 175,000 100,000 Empire Capital Corp. Common Shares Christopher, Kevin Terry 4 23/03/2011 10 1 770,500 2,000 Empire Capital Corp. Common Shares MONACO, JASON 4 24/03/2011 10 1 341,000 30,000 Enbridge Inc. Common Shares Jarvis, Donald Guy 5 21/03/2011 51 38.26 9,139 2,125 Enbridge Inc. Common Shares Jarvis, Donald Guy 5 21/03/2011 51 40.42 17,964 8,825 Enbridge Inc. Common Shares Jarvis, Donald Guy 5 21/03/2011 10 58.1 9,139 -8,825 Enbridge Inc. Common Shares Jarvis, Donald Guy 5 21/03/2011 51 39.61 20,139 11,000 Enbridge Inc. Common Shares Jarvis, Donald Guy 5 21/03/2011 38 58.28 12,662 -7,477 Enbridge Inc. Common Shares Jarvis, Donald Guy 5 21/03/2011 10 58.25 9,139 -3,523 Enbridge Inc. Common Shares Jarvis, Donald Guy 5 22/03/2011 51 46.59 16,364 7,225 Enbridge Inc. Common Shares Jarvis, Donald Guy 5 22/03/2011 38 58.61 10,620 -5,744 Enbridge Inc. Common Shares Jarvis, Donald Guy 5 22/03/2011 10 58.69 9,139 -1,481 Enbridge Inc. Options $38.26 - February

9, 2017 Expiry Jarvis, Donald Guy 5 21/03/2011 51 0 -2,125

Enbridge Inc. Options $39.61 - February 25, 2019

Jarvis, Donald Guy 5 21/03/2011 51 22,000 -11,000

Enbridge Inc. Options $40.42 - February 19, 2018 Expiry


Enbridge Inc. Options $46.59 - February 16, 2020 Expiry


Enbridge Inc. Common Shares Wuori, Stephen John 5 22/03/2011 51 21.85 201,123 80,000 Enbridge Inc. Common Shares Wuori, Stephen John 5 22/03/2011 10 59.66 121,123 -80,000 Enbridge Inc. Options $21.85 ($43.70) -

February 5, 2012 Expiry Wuori, Stephen John 5 22/03/2011 51 0 -80,000

Enbridge Income Fund Holdings Inc.

Common Shares Braithwaite, Joseph Lorne 4, 6, 7 21/03/2011 30 17.73 6,264 67

Enbridge Income Fund Holdings Inc.

Common Shares Braithwaite, Joseph Lorne 4, 6, 7 21/03/2011 30 17.73 4,716 49

Encana Corporation Options Sander, Paul Robert 7 22/03/2011 59 29.45 0 -37,875

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3933


T/O Unit Price


Acquired/ Disposed

Endeavour Silver Corp. Common Shares Clarke, Hugh 5 24/03/2011 51 3.05 0 5,000 Endeavour Silver Corp. Common Shares Handley, Geoffrey Arthur 4 14/06/2006 00 Endeavour Silver Corp. Common Shares Handley, Geoffrey Arthur 4 24/03/2011 51 2.85 100,000 100,000 Endeavour Silver Corp. Common Shares Handley, Geoffrey Arthur 4 24/03/2011 51 1.87 175,000 75,000 Endeavour Silver Corp. Common Shares Handley, Geoffrey Arthur 4 24/03/2011 10 9.76 164,300 -10,700 Endeavour Silver Corp. Common Shares Handley, Geoffrey Arthur 4 24/03/2011 10 9.73 149,300 -15,000 Endeavour Silver Corp. Common Shares Handley, Geoffrey Arthur 4 24/03/2011 10 9.72 144,300 -5,000 Endeavour Silver Corp. Common Shares Handley, Geoffrey Arthur 4 24/03/2011 10 9.71 139,300 -5,000 Endeavour Silver Corp. Common Shares Handley, Geoffrey Arthur 4 24/03/2011 10 9.7 129,300 -10,000 Endeavour Silver Corp. Common Shares Handley, Geoffrey Arthur 4 24/03/2011 10 9.68 114,300 -15,000 Endeavour Silver Corp. Common Shares Handley, Geoffrey Arthur 4 24/03/2011 10 9.65 98,300 -16,000 Endeavour Silver Corp. Common Shares Handley, Geoffrey Arthur 4 24/03/2011 10 9.63 90,000 -8,300 Endeavour Silver Corp. Common Shares Handley, Geoffrey Arthur 4 24/03/2011 10 9.6 70,000 -20,000 Endeavour Silver Corp. Common Shares Handley, Geoffrey Arthur 4 24/03/2011 10 9.56 69,800 -200 Endeavour Silver Corp. Common Shares Handley, Geoffrey Arthur 4 24/03/2011 10 9.55 64,800 -5,000 Endeavour Silver Corp. Common Shares Handley, Geoffrey Arthur 4 24/03/2011 10 9.5 63,400 -1,400 Endeavour Silver Corp. Common Shares Handley, Geoffrey Arthur 4 24/03/2011 10 9.2 60,200 -3,200 Endeavour Silver Corp. Common Shares Handley, Geoffrey Arthur 4 24/03/2011 10 9.19 37,000 -23,200 Endeavour Silver Corp. Common Shares Handley, Geoffrey Arthur 4 24/03/2011 10 9.17 35,600 -1,400 Endeavour Silver Corp. Common Shares Handley, Geoffrey Arthur 4 24/03/2011 10 9.15 27,900 -7,700 Endeavour Silver Corp. Common Shares Handley, Geoffrey Arthur 4 24/03/2011 10 9.13 22,900 -5,000 Endeavour Silver Corp. Common Shares Handley, Geoffrey Arthur 4 24/03/2011 10 9.12 20,500 -2,400 Endeavour Silver Corp. Common Shares Handley, Geoffrey Arthur 4 24/03/2011 10 9.11 15,400 -5,100 Endeavour Silver Corp. Common Shares Handley, Geoffrey Arthur 4 24/03/2011 10 9.1 12,300 -3,100 Endeavour Silver Corp. Common Shares Handley, Geoffrey Arthur 4 24/03/2011 10 9.08 10,100 -2,200 Endeavour Silver Corp. Common Shares Handley, Geoffrey Arthur 4 24/03/2011 10 9.07 4,000 -6,100 Endeavour Silver Corp. Common Shares Handley, Geoffrey Arthur 4 24/03/2011 10 9.06 200 -3,800 Endeavour Silver Corp. Common Shares Handley, Geoffrey Arthur 4 24/03/2011 10 9.05 0 -200 Endeavour Silver Corp. Common Shares Handley, Geoffrey Arthur 4 25/03/2011 51 3.29 125,000 125,000 Endeavour Silver Corp. Common Shares Handley, Geoffrey Arthur 4 25/03/2011 10 9 101,500 -23,500 Endeavour Silver Corp. Common Shares Handley, Geoffrey Arthur 4 25/03/2011 10 9.05 96,500 -5,000 Endeavour Silver Corp. Common Shares Handley, Geoffrey Arthur 4 25/03/2011 10 9.07 91,500 -5,000 Endeavour Silver Corp. Common Shares Handley, Geoffrey Arthur 4 25/03/2011 10 9.09 90,200 -1,300 Endeavour Silver Corp. Common Shares Handley, Geoffrey Arthur 4 25/03/2011 10 9.1 87,200 -3,000 Endeavour Silver Corp. Common Shares Handley, Geoffrey Arthur 4 25/03/2011 10 9.11 82,500 -4,700 Endeavour Silver Corp. Common Shares Handley, Geoffrey Arthur 4 25/03/2011 10 9.13 79,500 -3,000 Endeavour Silver Corp. Common Shares Handley, Geoffrey Arthur 4 25/03/2011 10 9.15 64,500 -15,000 Endeavour Silver Corp. Common Shares Handley, Geoffrey Arthur 4 25/03/2011 10 9.17 54,100 -10,400 Endeavour Silver Corp. Common Shares Handley, Geoffrey Arthur 4 25/03/2011 10 9.2 44,100 -10,000 Endeavour Silver Corp. Common Shares Handley, Geoffrey Arthur 4 25/03/2011 10 9.21 40,100 -4,000 Endeavour Silver Corp. Common Shares Handley, Geoffrey Arthur 4 25/03/2011 10 9.22 34,100 -6,000 Endeavour Silver Corp. Common Shares Handley, Geoffrey Arthur 4 25/03/2011 10 9.23 27,000 -7,100 Endeavour Silver Corp. Common Shares Handley, Geoffrey Arthur 4 25/03/2011 10 9.24 16,000 -11,000 Endeavour Silver Corp. Common Shares Handley, Geoffrey Arthur 4 25/03/2011 10 9.25 8,000 -8,000 Endeavour Silver Corp. Common Shares Handley, Geoffrey Arthur 4 25/03/2011 10 9.28 6,000 -2,000 Endeavour Silver Corp. Common Shares Handley, Geoffrey Arthur 4 25/03/2011 10 9.3 0 -6,000 Endeavour Silver Corp. Options Handley, Geoffrey Arthur 4 24/03/2011 51 2.85 280,000 -100,000 Endeavour Silver Corp. Options Handley, Geoffrey Arthur 4 24/03/2011 51 1.87 205,000 -75,000 Endeavour Silver Corp. Options Handley, Geoffrey Arthur 4 25/03/2011 51 3.29 -125,000 Endeavour Silver Corp. Options Handley, Geoffrey Arthur 4 25/03/2011 51 3.29 80,000 -125,000 Enerplus Corporation Common Shares

(Restricted Share Unit Plan ("RSU"))

Daniels, Raymond John 5 07/03/2011 57 35.77 -4,330

Enerplus Corporation Common Shares (Restricted Share Unit Plan ("RSU"))

Daniels, Raymond John 5 07/03/2011 57 35.77 13,830 -4,330


Daniels, Raymond John 5 07/03/2011 57 33.61 -2,982


Daniels, Raymond John 5 07/03/2011 57 33.61 10,848 -2,982


Daniels, Raymond John 5 07/03/2011 50 31.45 6,919


Daniels, Raymond John 5 07/03/2011 50 31.45 17,767 6,919


Daniels, Raymond John 5 10/03/2011 50 31.45 6,919

Enerplus Corporation Common Shares Restricted Share Unit Plan ("RSU")

Daniels, Raymond John 5 01/01/2011 00

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3934


T/O Unit Price


Acquired/ Disposed


Daniels, Raymond John 5 01/01/2011 00


Daniels, Raymond John 5 01/01/2011 00 18,160

Enerplus Corporation Common Shares DUNDAS, Ian Charles 5 17/03/2011 57 17.11 66,674 4,822 Enerplus Corporation Common Shares DUNDAS, Ian Charles 5 17/03/2011 10 30.388 61,852 -4,822 Enerplus Corporation Common Shares


DUNDAS, Ian Charles 5 07/03/2011 57 35.77 -8,464


DUNDAS, Ian Charles 5 07/03/2011 57 35.77 29,563 -8,464






DUNDAS, Ian Charles 5 07/03/2011 50 31.45 15,263


DUNDAS, Ian Charles 5 07/03/2011 50 31.45 38,802 15,263


DUNDAS, Ian Charles 5 10/03/2011 50 31.45 15,263


DUNDAS, Ian Charles 5 01/01/2011 00


DUNDAS, Ian Charles 5 01/01/2011 00


DUNDAS, Ian Charles 5 01/01/2011 00 38,027

Enerplus Corporation Rights (Rights Incentive Plan)


Enerplus Corporation Common Shares Kehrig, Robert Anthony 5 21/03/2011 57 17.11 8,220 5,000 Enerplus Corporation Common Shares Kehrig, Robert Anthony 5 21/03/2011 10 30.892 3,220 -5,000 Enerplus Corporation Common Shares Kehrig, Robert Anthony 5 21/03/2011 57 17.11 8,246 5,026 Enerplus Corporation Common Shares Kehrig, Robert Anthony 5 21/03/2011 10 30.976 3,220 -5,026 Enerplus Corporation Rights (Rights Incentive

Plan)Kehrig, Robert Anthony 5 21/03/2011 57 17.11 92,136 -5,000

Enerplus Corporation Rights (Rights Incentive Plan)

Kehrig, Robert Anthony 5 21/03/2011 57 17.11 87,110 -5,026

Enerplus Corporation Common Shares Pew, Elliott 4 01/01/2011 00 Enerplus Corporation Common Shares Pew, Elliott 4 18/03/2011 10 30.978 1,600 1,600 Enerplus Corporation Common Shares


Roane, Glen Dawson 4 01/01/2011 00

Enerplus Corporation Common Shares Symonds, Robert W. 5 18/03/2011 57 19.3 15,000 6,054 Enerplus Corporation Rights (Rights Incentive

Plan)Symonds, Robert W. 5 18/03/2011 57 19.3 52,532 -6,054

Enerplus Corporation Common Shares Woitas, Clayton 4 21/03/2011 10 31 1,441,187 -121,000 Enerplus Corporation Common Shares Woitas, Clayton 4 24/03/2011 10 31.043 1,424,687 -16,500 Enerplus Resources Fund Trust Units 2009

Executive Restricted Trust Unit Plan ("2009 RTU")

Daniels, Raymond John 5 20/05/2010 30 23.23 -731

Enerplus Resources Fund Trust Units 2009 Executive Restricted Trust Unit Plan ("2009 RTU")

Daniels, Raymond John 5 20/05/2010 30 23.23 -731



Insider Reporting

April 1, 2011 (2011) 34 OSCB 3935


T/O Unit Price


Acquired/ Disposed



Enghouse Systems Limited Common Shares Bryson, Douglas Craig 5 18/03/2011 51 4.9 10,000 10,000

Enghouse Systems Limited Common Shares Bryson, Douglas Craig 5 22/03/2011 10 9.19 8,900 -1,100

Enghouse Systems Limited Common Shares Bryson, Douglas Craig 5 23/03/2011 10 9.19 0 -8,900

Enghouse Systems Limited Options Employee Stock Option

Bryson, Douglas Craig 5 18/03/2011 51 4.9 45,000 -10,000

Enghouse Systems Limited Common Shares Enghouse Systems Limited 1 22/03/2011 38 9 4,800 4,800

Enghouse Systems Limited Common Shares Enghouse Systems Limited 1 22/03/2011 38 9 0 -4,800


Gibson, John George 4 10/03/2011 52 10 40,000 -30,000


Gibson, John George 4 11/03/2011 50 9.14 50,000 10,000

Enseco Energy Services Corp.

Common Shares Ratushny, M. Scott 4 18/03/2011 10 0.15 1,534,500 1,500





Entourage Metals Ltd. Common Shares Fleming, Adrian Wallace 4, 5 21/03/2011 11 0.1 1,057,500 -117,500 EnWave Corporation Common Shares McNicol, John 4, 5 17/03/2011 10 1.9 385,972 -100,000 EnWave Corporation Common Shares McNicol, John 4, 5 17/03/2011 51 0.33 535,972 150,000 EnWave Corporation Options McNicol, John 4, 5 17/03/2011 51 1,700,000 -150,000 Epic Data International Inc. Options JIANG, ZHENG JIANG 4 11/01/2011 00 Epic Data International Inc. Options JIANG, ZHENG JIANG 4 01/03/2011 50 100,000 100,000 Equal Energy Ltd. Common Shares Fullerton, Terry Lynn 5 09/03/2011 00 Equal Energy Ltd. Common Shares Fullerton, Terry Lynn 5 09/03/2011 00 21,216 Equitable Group Inc. Common Shares Malozewski, Tamara 7 24/03/2011 10 27.8 1,263 -2,000 Equitable Group Inc. Common Shares Moor, Andrew 5 18/03/2011 10 27.94 28,095 1,000 Erdene Resource Development Corporation

Options Akerley, Peter 4, 5 22/03/2011 50 1.26 990,000 550,000

Erdene Resource Development Corporation

Options BURTON, WILLIAM B. 4 22/03/2011 50 1.26 400,000 250,000


Options Byrne, John Philip 4 22/03/2011 50 1.26 400,000 250,000


Options Carnell, David 4 22/03/2011 50 1.26 400,000 250,000


Options Cowan, John Christopher 4 22/03/2011 50 1.26 835,000 450,000


Options COX, Malcolm 4 22/03/2011 50 1.26 350,000 250,000


Options Frazer, Diane Suzan 5 22/03/2011 50 1.26 270,000 120,000


Options MacDonald, Kenneth 4 22/03/2011 50 1.26 725,000 450,000


Options Rath, Stuart P. 4 22/03/2011 50 1.26 400,000 250,000


Options Webster, Philip L. 4 22/03/2011 50 1.26 400,000 250,000

Eskay Mining Corp Common Shares Consolidated International Investment Holdings Inc.

3 22/03/2011 10 0.13 0 -3,132,500

Eskay Mining Corp Common Shares sievert, bryon edward 1 18/03/2011 10 0.12 200,000 100,000 Ethiopian Potash Corp. Common Shares Rudensky, Wally 4 11/03/2011 10 0.7 107,000 7,000 Ethiopian Potash Corp. Common Shares Rudensky, Wally 4 14/03/2011 10 0.69 120,000 13,000 Ethos Capital Corp. Common Shares Freeman, Gary Richard 4, 5 21/03/2011 10 1.08 183,500 1,000 Ethos Capital Corp. Common Shares Freeman, Gary Richard 4, 5 21/03/2011 10 1.08 1,153,500 1,500 European Goldfields Limited Common Shares Dimitriadis, Dimitris 5 26/05/2010 10 2 180,242 60,000

European Goldfields Limited Common Shares Dimitriadis, Dimitris 5 18/03/2011 10 11.835 202,842 13,000

European Goldfields Limited Options Dimitriadis, Dimitris 5 26/05/2010 51 2 150,000 -60,000

European Goldfields Limited Common Shares Gokool, Varshan Baboolal 5 25/03/2011 97 46,614 15,364

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3936


T/O Unit Price


Acquired/ Disposed

European Goldfields Limited Rights Restricted Share Units

Gokool, Varshan Baboolal 5 25/03/2011 97 48,504 -31,250

European Goldfields Limited Common Shares Koutsopodiotis, George 7 19/10/2010 00

European Goldfields Limited Common Shares Koutsopodiotis, George 7 17/03/2011 10 11.55 5,000 5,000

European Goldfields Limited Common Shares Sharpe, Steven Lawrence 5 25/03/2011 97 55,875 18,375


Sharpe, Steven Lawrence 5 25/03/2011 97 78,504 -37,500

European Goldfields Limited Common Shares Stratoudakis, Petros M. 7 14/03/2007 00 65,000

European Goldfields Limited Common Shares Stratoudakis, Petros M. 7 24/11/2009 97 65,043 43





European Goldfields Limited Options Stratoudakis, Petros M. 7 14/03/2007 00

European Goldfields Limited Options Stratoudakis, Petros M. 7 14/12/2009 50 6.03 150 150

European Goldfields Limited Options Stratoudakis, Petros M. 7 15/12/2010 50 13.95 250 100


Stratoudakis, Petros M. 7 14/03/2007 00


Stratoudakis, Petros M. 7 05/01/2009 56 8 8








Stratoudakis, Petros M. 7 24/11/2009 97 56 -43






Stratoudakis, Petros M. 7 31/03/2010 97 -6 -17











Exall Energy Corporation Common Shares Rebeyka, Frank S. 4, 5 11/03/2011 54 0.8 522,550 37,500 Exall Energy Corporation Warrants Rebeyka, Frank S. 4, 5 11/03/2011 55 0.8 0 -37,500 Excellon Resources Inc. Common Shares Ryan, Timothy J. 4 27/03/2006 00 Excellon Resources Inc. Common Shares Ryan, Timothy J. 4 18/03/2011 51 0.83 500,000 500,000 Excellon Resources Inc. Options Ryan, Timothy J. 4 18/03/2011 51 0.83 750,000 -500,000 Exploration Aurtois Inc. Common Shares Dumont, André 4 16/03/2011 45 0.09 55,500 Exploration Aurtois Inc. Common Shares Dumont, André 4 16/03/2011 97 0.09 335,500 55,500 FairWest Energy Corporation

Common Shares Mackie, Marion Dorothea 5 23/03/2010 90 0.205 125,886 -243,902

FairWest Energy Corporation

Common Shares Mackie, Marion Dorothea 5 01/10/2005 00

FairWest Energy Corporation

Common Shares Mackie, Marion Dorothea 5 23/03/2010 90 0.205 243,902 243,902

FAMILY MEMORIALS INC. Common Shares Kellaway, Scott 3, 4, 5 21/03/2011 51 0.1 3,091,090 251,000

FAMILY MEMORIALS INC. Options Kellaway, Scott 3, 4, 5 21/03/2011 51 1,080,396 -251,000

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3937


T/O Unit Price


Acquired/ Disposed

Fancamp Exploration Ltd. Common Shares Consolidated International Investment Holdings Inc.

3 23/08/2010 00


3 21/03/2011 11 0.8 625,000 625,000


3 21/03/2011 11 0.75 1,818,888 233,333


3 23/08/2010 00


3 21/03/2011 11 0.8 1,750,000 1,750,000

Fancamp Exploration Ltd. Warrants Consolidated International Investment Holdings Inc.

3 23/08/2010 00


3 21/03/2011 11 0.8 71,250 71,250


3 21/03/2011 11 0.75 78,250 7,000


3 21/03/2011 11 0.9 3,014,721 116,666

Feronia Inc. (formerly G.T.M. Capital Corporation)

Common Shares Libra Advisors, LLC 3 18/03/2011 10 0.65 10,688,500 -42,500

Fibrek Inc. Common Shares Benoit, Jean-Pierre 5 15/03/2011 10 1.39 4,000 Fibrek Inc. Common Shares Benoit, Jean-Pierre 5 15/03/2011 10 1.39 43,000 4,000 Fibrek Inc. Common Shares Benoit, Jean-Pierre 5 22/03/2011 10 1.54 51,000 4,000 Fibrek Inc. Common Shares Benoit, Jean-Pierre 5 22/03/2011 10 1.5297 57,000 6,000 Finning International Inc. Units Deferred Share

Units Bacarreza, Ricardo 4 18/03/2011 56 27.19 37,368 164

Finning International Inc. Units Deferred Share Units

Bone, Andrew William 5 18/03/2011 56 27.19 4,196 18


Carter, James Edward Clark

4 18/03/2011 56 27.19 22,531 99


Carter, James Edward Clark

4 20/03/2011 56 26.855 22,792 261


Dickinson, Neil Robert 5 18/03/2011 56 27.19 40,615 178


Emerson, David Lee 4 18/03/2011 56 27.19 13,552 60


Fraser, Andrew Stewart 5 18/03/2011 56 27.19 50,439 222


Harrod, Darcy Joel 5 18/03/2011 56 27.19 4,196 18


Marks, Anna Pia 5 18/03/2011 56 27.19 20,473 90


Merinsky, Thomas Michael 5 18/03/2011 56 27.19 4,196 18


O'Neill, Kathleen M. 4 18/03/2011 56 27.19 14,988 66


O'Neill, Kathleen M. 4 20/03/2011 56 26.855 15,309 321

Finning International Inc. Common Shares Parker, David Edward 5 25/03/2011 51 14.69 54,589 8,200 Finning International Inc. Options Parker, David Edward 5 25/03/2011 51 14.69 187,075 -8,200 Finning International Inc. Units Deferred Share

Units Parker, David Edward 5 18/03/2011 56 27.19 50,439 222


Patterson, Christopher William

4 18/03/2011 56 27.19 631 3


Primrose, David Francis Neil

5 18/03/2011 56 27.19 4,196 18


Reid, John McDonald 4 18/03/2011 56 27.19 16,442 72


Simon, Andrew Henry 4 18/03/2011 56 27.19 39,353 173


Thomas, Christopher 5 18/03/2011 56 27.19 48,229 212

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3938


T/O Unit Price


Acquired/ Disposed


Turner, Bruce Lyndon 4 18/03/2011 56 27.19 10,512 46


Villegas, Juan Carlos 5 18/03/2011 56 27.19 46,241 203


Waites, Michael T. 4, 5 18/03/2011 56 27.19 11,282 50


Whitehead, Douglas William Geoffrey

4, 5 18/03/2011 56 27.19 33,969 149

Fire River Gold Corp. Common Shares Barr, Harry 4, 6, 5 15/03/2011 10 0.5 1,522,500 -6,500 Fire River Gold Corp. Common Shares Goodwin, Richard Mervin 5 24/03/2011 10 0.55 134,473 -33,000 Fire River Gold Corp. Common Shares Goodwin, Richard Mervin 5 25/03/2011 11 0.5 168,473 34,000 Fire River Gold Corp. Common Shares Goodwin, Richard Mervin 5 25/03/2011 53 0.7 185,473 17,000 Fire River Gold Corp. Common Shares Pacific North West Capital

Corp. 3 16/03/2011 10 0.47 5,928,500 125,000

Fire River Gold Corp. Common Shares Pacific North West Capital Corp.

3 16/03/2011 10 0.475 5,933,500 5,000


3 17/03/2011 10 0.47 5,943,500 10,000


3 21/03/2011 10 0.53 5,938,500 -5,000


3 21/03/2011 10 0.533 5,918,500 -20,000


3 21/03/2011 10 0.55 5,803,500 -115,000


3 21/03/2011 10 0.57 5,788,000 -15,500

Firm Capital Mortgage Investment Corporation

Common Shares Fried, Joseph 4, 5 18/03/2011 10 12.45 9,100 -1,300

Firm Capital Mortgage Investment Corporation

Common Shares Heller, Anthony 4 24/03/2011 10 12.5 0 -500

First Point Minerals Corp. Common Shares Bradshaw, Peter Martin Devenish

5 23/03/2011 10 1,673,220 -160,000

First Point Minerals Corp. Common Shares Britten, Ronald Matthew 5 23/03/2011 10 0.7509 312,444 -155,000 First Point Minerals Corp. Common Shares Mitchell, John Christopher 5 22/03/2011 10 0.82 411,287 -10,000

First Point Minerals Corp. Common Shares Mitchell, John Christopher 5 23/03/2011 10 0.7509 301,287 -110,000

First Point Minerals Corp. Common Shares Watts, Robert Arthur 4 23/03/2011 10 0.75 545,642 -75,000 First Quantum Minerals Ltd Common Shares Newall, G. Clive 4, 5 31/12/2010 58 -

Expiration

ofrights

108 567,753 6,043

First Quantum Minerals Ltd Performance Share Units Newall, G. Clive 4, 5 31/12/2010 58 - Expiration of rights

18,072 -6,043

First Quantum Minerals Ltd Common Shares Rowley, Martin 4, 5 16/03/2011 10 115.04 204,500 -500



First Quantum Minerals Ltd Common Shares Rowley, Martin 4, 5 16/03/2011 10 155.5 202,500 -1,500








Insider Reporting

April 1, 2011 (2011) 34 OSCB 3939


T/O Unit Price


Acquired/ Disposed



First Quantum Minerals Ltd Common Shares Rowley, Martin 4, 5 16/03/2011 10 117 197,600 -400


































Insider Reporting

April 1, 2011 (2011) 34 OSCB 3940


T/O Unit Price


Acquired/ Disposed





































Insider Reporting

April 1, 2011 (2011) 34 OSCB 3941


T/O Unit Price


Acquired/ Disposed








FIRSTSERVICECORPORATION

Subordinate Voting Shares

FirstService Corporation 1 17/03/2011 10 32.7 144,885 1,100






FirstService Corporation 1 17/03/2011 10 32.66 146,985 100






























FirstService Corporation 1 18/03/2011 10 33 155,085 200















FirstService Corporation 1 21/03/2011 10 34 157,685 300


































Insider Reporting

April 1, 2011 (2011) 34 OSCB 3942


T/O Unit Price


Acquired/ Disposed






FirstService Corporation 1 22/03/2011 10 34 183,895 3,255









FirstService Corporation 1 23/03/2011 10 34 189,395 1,800















FirstService Corporation 1 23/03/2011 38 128,685 -67,865



Hayman, Paul A. W. 2 21/03/2011 10 34.58 40,600 -400



Hayman, Paul A. W. 2 21/03/2011 10 34.47 39,200 -1,400



Hayman, Paul A. W. 2 21/03/2011 10 34.46 38,100 -1,100



Hayman, Paul A. W. 2 21/03/2011 10 34.5 36,700 -1,400



Hayman, Paul A. W. 2 21/03/2011 10 34.43 36,500 -200



Hayman, Paul A. W. 2 21/03/2011 10 34.45 35,600 -900



Hayman, Paul A. W. 2 21/03/2011 10 34.48 35,500 -100



Hayman, Paul A. W. 2 21/03/2011 10 34.49 35,200 -300



Hayman, Paul A. W. 2 21/03/2011 10 34.59 35,000 -200


Preferred Shares Hennick, Jay Steward 1 22/03/2011 10 25.15 1,473,789 40,000



Natale, Michael 5 22/03/2011 10 34 15,000 -5,100



Natale, Michael 5 22/03/2011 10 33.75 10,000 -5,000



Roy, Kevin 2 21/03/2011 10 34.68 64,300 -500



Roy, Kevin 2 21/03/2011 10 34.7 63,800 -500



Roy, Kevin 2 22/03/2011 10 34.1 62,700 -1,100



Roy, Kevin 2 22/03/2011 10 34.05 62,300 -400



Roy, Kevin 2 22/03/2011 10 34.07 61,800 -500

Flaherty & Crumrine Investment Grade Fixed Income Fund

Trust Units Caranci, Mark A. 8, 4, 7, 5 21/03/2011 54 10.79 2,684 671


Warrants Caranci, Mark A. 8, 4, 7, 5 21/03/2011 54 0 -671


Trust Units Kikuchi, Craig 8, 7, 5 21/03/2011 54 10.79 2,738 684


Warrants Kikuchi, Craig 8, 7, 5 21/03/2011 54 0 -684

Flint Energy Services Ltd. Common Shares Beuk, Kerri Samantha 5 01/04/2010 00 4,100 Flint Energy Services Ltd. Common Shares Beuk, Kerri Samantha 5 22/03/2011 10 16.99 4,000 -100 Flint Energy Services Ltd. Common Shares Beuk, Kerri Samantha 5 22/03/2011 10 16.972 700 -3,300 Flint Energy Services Ltd. Common Shares Beuk, Kerri Samantha 5 22/03/2011 10 16.89 600 -100 Flint Energy Services Ltd. Common Shares Beuk, Kerri Samantha 5 22/03/2011 10 16.88 0 -600 Flint Energy Services Ltd. Options Beuk, Kerri Samantha 5 01/04/2010 00 4,000 Flint Energy Services Ltd. Common Shares Carry, Shawn 5 22/03/2011 51 4.91 20,000 20,000

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3943


T/O Unit Price


Acquired/ Disposed

Flint Energy Services Ltd. Common Shares Carry, Shawn 5 22/03/2011 10 17.1 0 -20,000 Flint Energy Services Ltd. Common Shares Carry, Shawn 5 22/03/2011 51 11.44 11,333 11,333 Flint Energy Services Ltd. Common Shares Carry, Shawn 5 22/03/2011 51 16.53 26,333 15,000 Flint Energy Services Ltd. Common Shares Carry, Shawn 5 22/03/2011 10 17.132 15,000 -11,333 Flint Energy Services Ltd. Common Shares Carry, Shawn 5 22/03/2011 10 16.89 0 -15,000 Flint Energy Services Ltd. Options Carry, Shawn 5 22/03/2011 51 4.91 95,000 -20,000 Flint Energy Services Ltd. Options Carry, Shawn 5 22/03/2011 51 11.44 83,667 -11,333 Flint Energy Services Ltd. Options Carry, Shawn 5 22/03/2011 51 16.53 68,667 -15,000 Flint Energy Services Ltd. Common Shares Catonio, Gerald 5 22/03/2011 51 4.91 7,000 7,000 Flint Energy Services Ltd. Common Shares Catonio, Gerald 5 22/03/2011 10 17.236 0 -7,000 Flint Energy Services Ltd. Options Catonio, Gerald 5 22/03/2011 51 4.91 69,000 -7,000 Flint Energy Services Ltd. Common Shares Densmore, Terry Pexton 5 22/03/2011 10 17.02 -6,400 Flint Energy Services Ltd. Common Shares Densmore, Terry Pexton 5 22/03/2011 10 17.02 4,177 -6,400 Flint Energy Services Ltd. Common Shares Henderson, Robert Bruce 5 22/03/2011 51 4.91 22,000 7,000 Flint Energy Services Ltd. Common Shares Henderson, Robert Bruce 5 22/03/2011 10 17.248 15,000 -7,000 Flint Energy Services Ltd. Options Henderson, Robert Bruce 5 22/03/2011 51 4.91 55,500 -7,000 Flint Energy Services Ltd. Common Shares Lambert, Keith Henry 5 23/03/2011 51 4.91 8,750 8,000 Flint Energy Services Ltd. Common Shares Lambert, Keith Henry 5 23/03/2011 51 11.44 14,750 6,000 Flint Energy Services Ltd. Common Shares Lambert, Keith Henry 5 23/03/2011 10 16.899 750 -14,000 Flint Energy Services Ltd. Common Shares Lambert, Keith Henry 5 24/03/2011 51 4.91 14,750 14,000 Flint Energy Services Ltd. Common Shares Lambert, Keith Henry 5 24/03/2011 10 17.5 750 -14,000 Flint Energy Services Ltd. Options Lambert, Keith Henry 5 23/03/2011 51 4.91 193,000 -8,000 Flint Energy Services Ltd. Options Lambert, Keith Henry 5 23/03/2011 51 11.44 187,000 -6,000 Flint Energy Services Ltd. Options Lambert, Keith Henry 5 24/03/2011 51 4.91 173,000 -14,000 Flint Energy Services Ltd. Common Shares Lingard, William John 4, 5 22/03/2011 51 4.91 152,776 27,000 Flint Energy Services Ltd. Common Shares Lingard, William John 4, 5 22/03/2011 10 17.17 125,776 -27,000 Flint Energy Services Ltd. Options Lingard, William John 4, 5 22/03/2011 51 4.91 476,000 -27,000 Flint Energy Services Ltd. Common Shares Reid, Ian MacNevin 4 22/03/2011 10 17.05 4,000 3,000 Flint Energy Services Ltd. Common Shares Reid, Ian MacNevin 4 25/03/2011 10 16.85 5,000 1,000 Flint Energy Services Ltd. Common Shares Sandhu, Shere Sartaj Singh 5 30/05/2008 00

Flint Energy Services Ltd. Common Shares Sandhu, Shere Sartaj Singh 5 23/03/2011 51 11.44 7,000 7,000

Flint Energy Services Ltd. Common Shares Sandhu, Shere Sartaj Singh 5 23/03/2011 10 17.31 0 -7,000

Flint Energy Services Ltd. Options Sandhu, Shere Sartaj Singh 5 23/03/2011 51 11.44 39,000 -7,000

Flint Energy Services Ltd. Options Shaw, Wayne Sheldon 5 27/02/2011 52 189,000 -90,000 Flint Energy Services Ltd. Options Shaw, Wayne Sheldon 5 22/03/2011 51 17.1 159,000 -30,000 Foran Mining Corporation Options Tagami, Maurice Alan 4 24/02/2011 00 Foran Mining Corporation Options Tagami, Maurice Alan 4 28/02/2011 50 1.25 200,000 200,000 Forsys Metals Corp Common Shares ESTEPA, JORGE 5 02/07/2010 51 0.5 236,000 150,000 Forsys Metals Corp Options ESTEPA, JORGE 5 01/07/2010 51 0.5 120,000 -150,000 Forsys Metals Corp Common Shares Frewin, Mark 4 23/03/2011 51 1.15 550,000 200,000 Forsys Metals Corp Options Frewin, Mark 4 23/03/2011 51 1.15 755,000 -200,000 Fortis Inc. Common Shares Duke, Nora 7 01/12/2010 30 32.71 128 Fortis Inc. Common Shares Duke, Nora 7 01/12/2010 30 32.71 51,010 128 Fortis Inc. Common Shares Gosse, Karen J. 5 23/03/2011 51 22.94 3,866 626 Fortis Inc. Options Gosse, Karen J. 5 23/03/2011 51 14,495 -626 Fortis Inc. Common Shares McCallum, John S. 4 10/07/2001 00 Fortis Inc. Common Shares McCallum, John S. 4 23/03/2011 51 12.035 12,000 12,000 Fortis Inc. Common Shares McCallum, John S. 4 23/03/2011 51 12.81 24,000 12,000 Fortis Inc. Common Shares McCallum, John S. 4 23/03/2011 10 33.003 0 -24,000 Fortis Inc. Options McCallum, John S. 4 23/03/2011 51 40,000 -12,000 Fortis Inc. Options McCallum, John S. 4 23/03/2011 51 28,000 -12,000 Fortis Inc. Common Shares Thomson, Scott A. 7 31/12/2010 30 28.043 48 Fortis Inc. Common Shares Thomson, Scott A. 7 31/12/2010 30 28.043 48 Fortis Inc. Common Shares Thomson, Scott A. 7 31/12/2010 30 28.043 1,250 48 Fortis Inc. Common Shares Thomson, Scott A. 7 31/12/2010 30 28.032 44 Fortis Inc. Common Shares Thomson, Scott A. 7 31/12/2010 30 28.032 44 Fortis Inc. Common Shares Thomson, Scott A. 7 31/12/2010 30 28.017 11,871 257 Fortis Inc. Common Shares Thomson, Scott A. 7 31/12/2010 30 28.043 1,251 48 Fortis Inc. Common Shares Thomson, Scott A. 7 31/12/2010 30 28.032 1,176 44 Fortress Paper Ltd. Common Shares Class A

voting without par value Buckle, Danial 5 21/03/2011 57 48.76 6,515 1,182

Fortress Paper Ltd. Rights Restricted Share Units

Buckle, Danial 5 18/03/2011 56 18,277 1,064


Buckle, Danial 5 21/03/2011 57 48.76 17,095 -1,182

Fortress Paper Ltd. Common Shares Class A voting without par value

Hansen, Tracy Leanne 5 21/03/2011 57 48.76 351 118

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3944


T/O Unit Price


Acquired/ Disposed


Hansen, Tracy Leanne 5 22/03/2011 10 47.5 200 -151


Hansen, Tracy Leanne 5 22/03/2011 97 0 -1,100


Hansen, Tracy Leanne 5 18/03/2011 56 5,821 5,000


Hansen, Tracy Leanne 5 21/03/2011 57 48.76 5,703 -118


Loewen, Kurt 5 21/03/2011 57 48.76 8,515 1,182


Loewen, Kurt 5 18/03/2011 56 22,277 1,064


Loewen, Kurt 5 21/03/2011 57 48.76 21,095 -1,182


Sulser, Erich Alexander 5 21/03/2011 57 48.76 3,848 1,182


Sulser, Erich Alexander 5 21/03/2011 57 48.76 13,698 -1,182


Wasilenkoff, Chadwick James

3, 4, 5 18/03/2011 57 48.9 2,368,119 13,245


Wasilenkoff, Chadwick James

3, 4, 5 18/03/2011 57 141,392 -13,245

Frontenac Mortgage Investment Corporation

Common Shares Neill, Barbara ann 5 25/03/2011 30 30 784 16

Galleon Energy Inc. Common Shares Class A Crabtree, Shivon Maureen 5 21/03/2011 10 3.84 28,800 13,000

Galleon Energy Inc. Common Shares Class A Sugianto, Setiahardjono 4, 5 22/03/2011 10 3.88 1,379,723 10,000

GASFRAC Energy Services Inc.

Performance Share Units Bossert, Dale 4 06/08/2010 00


Performance Share Units Bossert, Dale 4 21/03/2011 56 12.01 10,000 10,000


Common Shares Loree, Dwight 4, 5 22/03/2011 10 12.94 1,539,000 -200


Common Shares Loree, Dwight 4, 5 22/03/2011 10 12.93 1,530,600 -8,400




Common Shares Loree, Dwight 4, 5 23/03/2011 10 13 1,511,500 -18,100






Performance Share Units Maitland, Robert A. 4 06/08/2010 00


Performance Share Units Maitland, Robert A. 4 21/03/2011 56 12.01 10,000 10,000


Common Shares Roberts, Robert Sydney 4 22/03/2011 10 13 381,000 -10,000


Performance Share Units Roberts, Robert Sydney 4 06/08/2010 00


Performance Share Units Roberts, Robert Sydney 4 21/03/2011 56 12.01 10,000 10,000


Common Shares Roe, Gerald 4 17/03/2011 10 12.06 148,500 -1,500








Common Shares Roe, Gerald 4 17/03/2011 10 12.1 -14,000





Insider Reporting

April 1, 2011 (2011) 34 OSCB 3945


T/O Unit Price


Acquired/ Disposed








Performance Share Units Roe, Gerald 4 06/08/2010 00


Performance Share Units Roe, Gerald 4 21/03/2011 56 12.01 10,000 10,000


Common Shares Schnitzler, Leo 4 17/03/2011 10 12.09 219,400 -5,000


Common Shares Schnitzler, Leo 4 18/03/2011 10 12.46 214,400 -5,000


Performance Share Units Schnitzler, Leo 4 06/08/2010 00


Performance Share Units Schnitzler, Leo 4 21/03/2011 56 12.01 10,000 10,000


Common Shares Spence, Charles Duncan 5 23/03/2011 10 12.75 23,000 -6,700


Common Shares Spence, Charles Duncan 5 23/03/2011 10 12.753 19,800 -3,200

Gazit America Inc. Common Shares Reford, Lewis Tewksbury 4 14/08/2009 00 200 Gazit America Inc. Common Shares Reford, Lewis Tewksbury 4 17/09/2010 57 5 224 24 Gazit America Inc. Options Reford, Lewis Tewksbury 4 14/08/2009 00 Gazit America Inc. Options Reford, Lewis Tewksbury 4 14/08/2009 00 Gazit America Inc. Options Reford, Lewis Tewksbury 4 14/08/2009 00 Gazit America Inc. Rights Reford, Lewis Tewksbury 4 14/08/2009 00 Gazit America Inc. Rights Reford, Lewis Tewksbury 4 23/08/2010 15 200 200 Gazit America Inc. Rights Reford, Lewis Tewksbury 4 13/09/2010 57 5 80 -120 Gazit America Inc. Rights Reford, Lewis Tewksbury 4 13/09/2010 58 - Expiration

of rights 0 -80

Gazit America Inc. Warrants Reford, Lewis Tewksbury 4 14/08/2009 00 Gazit America Inc. Warrants Reford, Lewis Tewksbury 4 17/09/2010 57 24 24 Genesis Land Development Corp.

Common Shares Mitchell, Mark William 4 16/03/2011 10 3.7 328,200 3,300

Genesis Land Development Corp.

Common Shares Salov, Val 7 21/03/2011 10 3.8 15,000 -1,250

Genivar Inc. Common Shares Perreault, François 5 23/03/2011 10 31.314 -20,000 Genivar Inc. Common Shares Perreault, François 5 23/03/2011 10 31.314 -20,000 Genivar Inc. Common Shares Perreault, François 5 23/03/2011 10 31.314 250,073 -20,000 Genivar Inc. Common Shares Wallace, Stephen 5 23/03/2011 10 31.38 19,104 200 Genivar Inc. Common Shares Wallace, Stephen 5 23/03/2011 10 31.39 19,204 100 Genivar Inc. Common Shares Wallace, Stephen 5 23/03/2011 10 31.4 20,104 900 Genivar Inc. Common Shares Wallace, Stephen 5 23/03/2011 10 31.45 20,199 95 Genivar Inc. Common Shares Wallace, Stephen 5 23/03/2011 10 31.5 20,399 200 Geomark Exploration Ltd. Common Shares Disbrow, Robert 3 22/03/2011 10 1.5 2,847,700 125,200 Geomega Resources Inc. Options Potvin, Jean-Charles 4 21/03/2011 50 3.95 170,000 70,000 Glenbriar Technologies Inc. Common Shares Moser, David Richard 7 24/03/2011 30 0.06 1,000,474 1,667

Glentel Inc. Common Shares Skidmore, A. Allan 4, 6, 5 21/03/2011 10 29.75 635,941 -1,600 Glentel Inc. Common Shares Skidmore, A. Allan 4, 6, 5 23/03/2011 10 31.5 634,541 -1,400 Glentel Inc. Common Shares Skidmore, A. Allan 4, 6, 5 24/03/2011 10 31.5 631,941 -2,600 Glentel Inc. Common Shares Skidmore, A. Allan 4, 6, 5 21/03/2011 10 29.75 182,214 -6,000 Glentel Inc. Common Shares Skidmore, A. Allan 4, 6, 5 24/03/2011 10 31.5 181,414 -800 Glentel Inc. Common Shares Skidmore, A. Allan 4, 6, 5 25/03/2011 10 31.5 180,914 -500 Globex Mining Enterprises Inc.

Common Shares STOCH, DIANNE 4, 5 16/03/2011 11 0.32 350,000

Globex Mining Enterprises Inc.

Common Shares STOCH, DIANNE 4, 5 16/03/2011 51 0.32 909,047 350,000


Common Shares STOCH, JACK 3, 4, 5 16/03/2011 11 0.2994 483,000


Common Shares STOCH, JACK 3, 4, 5 16/03/2011 11 0.2994 483,000


Common Shares STOCH, JACK 3, 4, 5 16/03/2011 51 0.2 265,612 83,000


Common Shares STOCH, JACK 3, 4, 5 16/03/2011 51 0.32 665,612 400,000

Gluskin Sheff + Associates Inc.

Deferred Share Units Beeston, Paul 5 18/03/2011 35 2,022 13

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3946


T/O Unit Price


Acquired/ Disposed


Deferred Share Units CARTY, DONALD 4 18/03/2011 35 4,221 26


Restricted Share Units Ginsler, Brian Leslie 5 18/03/2011 35 8,353 52


Deferred Share Units Gobert, Wilfred Arthur 4 18/03/2011 35 6,261 39


Deferred Share Units Solway, Herbert 4 18/03/2011 35 8,010 50


Deferred Share Units Themens, Pierre-Andre 4 18/03/2011 35 6,420 40


Deferred Share Units Wallin, Pamela 4 18/03/2011 35 6,241 39


Deferred Share Units Weiss, Robert Samson 4 18/03/2011 35 9,080 57

GMIncome & Growth Fund Units GMIncome & Growth Fund 1 21/03/2011 38 11.3 77,800 1,200

GMP Capital Inc. Common Shares Wekerle, Michael W. 7 24/03/2011 47 15.63 1,497,888 -2,112 GoGold Resources Inc. Common Shares Waye, George Frederick 4 26/07/2010 00 10,000 Gold Canyon Resources Inc. Common Shares Inwentash, Sheldon 6 17/03/2011 10 2.9 2,043,600 15,000

Gold Canyon Resources Inc. Common Shares Inwentash, Sheldon 6 18/03/2011 10 3.111 2,050,000 6,400



Gold Canyon Resources Inc. Common Shares Riesmeyer, William Duncan 4 18/03/2011 10 3.0902 157,500 -10,000

Gold Canyon Resources Inc. Common Shares Riesmeyer, William Duncan 4 18/03/2011 10 3.3367 147,500 -10,000

Gold Standard Ventures Corp.

Common Shares FCMI Parent Co. 3 07/03/2011 00

Gold Standard Ventures Corp.

Options Threlkeld, William Earl II 4 17/03/2011 00 200,000

Goldbrook Ventures Inc. Common Shares Gorman, Alan Peter Francis 5 22/03/2011 00 500,000

Goldbrook Ventures Inc. Options Gorman, Alan Peter Francis 5 22/03/2011 00

Goldbrook Ventures Inc. Options Gorman, Alan Peter Francis 5 22/03/2011 00 1,500,000

Goldcorp Inc. Common Shares Bell, Larry I. 4 22/03/2011 10 46.94 21,000 -10,000 Goldcorp Inc. Common Shares Burns, George Raymond 5 23/03/2011 51 24.4 58,585 40,000 Goldcorp Inc. Common Shares Burns, George Raymond 5 23/03/2011 10 48.42 18,585 -40,000 Goldcorp Inc. Options Burns, George Raymond 5 23/03/2011 51 24.4 285,000 -40,000 Goldcorp Inc. Options Gardiner, Stuart James 7 10/05/2010 50 43.43 42,000 22,000 Goldcorp Inc. Options Gardiner, Stuart James 7 08/03/2011 50 49.58 74,000 32,000 Goldcorp Inc. OTC Calls (including

Private Options to Purchase)

Reifel, P. Randy 4 21/03/2011 70 1.25 4,000 1,000

Goldcorp Inc. OTC Calls (including Private Options to Purchase)

Reifel, P. Randy 4 21/03/2011 70 1 6,000 2,000

Golden Cross Resources Inc.

Options Chapman, James 4 01/03/2011 50 0.18 100,000 100,000


Options johnston, elston 4 18/02/2011 00


Options johnston, elston 4 01/03/2011 50 0.18 50,000 50,000


Options kennedy, thomas john 4, 5 01/03/2011 50 0.18 100,000


Options kennedy, thomas john 4, 5 01/03/2011 50 0.18 100,000 100,000


Options kennedy, thomas john 4, 5 15/03/2011 50 0.18 100,000


Options Morginn, Lance 3, 4, 5 01/03/2011 50 0.18 100,000 100,000

Golden Queen Mining Co. Ltd.

Common Shares thompson, edward george 4, 5 21/03/2011 51 402,500 50,000

Golden Queen Mining Co. Ltd.

Options thompson, edward george 4, 5 21/03/2011 51 500,000 -50,000

GOLDEYE EXPLORATIONS LIMITED

Common Shares Consolidated International Investment Holdings Inc.

3 23/03/2011 10 0.06 200,000 -285,000

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3947


T/O Unit Price


Acquired/ Disposed

Gran Tierra Energy Inc. Options Antony, Raymond Peter 4 09/03/2011 50 8.4 180,000 45,000 Gran Tierra Energy Inc. Common Shares O'Leary, Shane Parker 5 17/03/2011 10 7.92 1,081 Gran Tierra Energy Inc. Common Shares O'Leary, Shane Parker 5 17/03/2011 51 7.92 1,081 1,081 Gran Tierra Energy Inc. Common Shares O'Leary, Shane Parker 5 17/03/2011 10 7.94 23,797 Gran Tierra Energy Inc. Common Shares O'Leary, Shane Parker 5 17/03/2011 51 7.94 24,878 23,797 Gran Tierra Energy Inc. Common Shares O'Leary, Shane Parker 5 17/03/2011 10 7.95 5,122 Gran Tierra Energy Inc. Common Shares O'Leary, Shane Parker 5 17/03/2011 51 7.95 30,000 5,122 Gran Tierra Energy Inc. Common Shares O'Leary, Shane Parker 5 17/03/2011 10 8 10,000 Gran Tierra Energy Inc. Common Shares O'Leary, Shane Parker 5 17/03/2011 51 8 40,000 10,000 Gran Tierra Energy Inc. Common Shares O'Leary, Shane Parker 5 17/03/2011 10 7.92 38,919 -1,081 Gran Tierra Energy Inc. Common Shares O'Leary, Shane Parker 5 17/03/2011 10 7.94 15,122 -23,797 Gran Tierra Energy Inc. Common Shares O'Leary, Shane Parker 5 17/03/2011 10 7.95 10,000 -5,122 Gran Tierra Energy Inc. Common Shares O'Leary, Shane Parker 5 17/03/2011 10 8 0 -10,000 Gran Tierra Energy Inc. Options O'Leary, Shane Parker 5 17/03/2011 51 -1,081 Gran Tierra Energy Inc. Options O'Leary, Shane Parker 5 17/03/2011 51 -1,081 Gran Tierra Energy Inc. Options O'Leary, Shane Parker 5 17/03/2011 51 7.92 -1,081 Gran Tierra Energy Inc. Options O'Leary, Shane Parker 5 17/03/2011 51 7.92 -1,081 Gran Tierra Energy Inc. Options O'Leary, Shane Parker 5 17/03/2011 51 7.94 -23,797 Gran Tierra Energy Inc. Options O'Leary, Shane Parker 5 17/03/2011 51 7.94 -23,797 Gran Tierra Energy Inc. Options O'Leary, Shane Parker 5 17/03/2011 51 7.95 -5,122 Gran Tierra Energy Inc. Options O'Leary, Shane Parker 5 17/03/2011 51 7.95 -5,122 Gran Tierra Energy Inc. Options O'Leary, Shane Parker 5 17/03/2011 51 8 -10,000 Gran Tierra Energy Inc. Options O'Leary, Shane Parker 5 17/03/2011 51 8 -10,000 Gran Tierra Energy Inc. Options O'Leary, Shane Parker 5 17/03/2011 51 2.42 -1,081 Gran Tierra Energy Inc. Options O'Leary, Shane Parker 5 17/03/2011 51 2.37 798,919 -1,081 Gran Tierra Energy Inc. Options O'Leary, Shane Parker 5 17/03/2011 51 2.42 -23,797 Gran Tierra Energy Inc. Options O'Leary, Shane Parker 5 17/03/2011 51 2.37 -23,797 Gran Tierra Energy Inc. Options O'Leary, Shane Parker 5 17/03/2011 51 2.37 775,122 -23,797 Gran Tierra Energy Inc. Options O'Leary, Shane Parker 5 17/03/2011 51 2.42 -5,122 Gran Tierra Energy Inc. Options O'Leary, Shane Parker 5 17/03/2011 51 2.37 -5,122 Gran Tierra Energy Inc. Options O'Leary, Shane Parker 5 17/03/2011 51 2.37 770,000 -5,122 Gran Tierra Energy Inc. Options O'Leary, Shane Parker 5 17/03/2011 51 2.42 -10,000 Gran Tierra Energy Inc. Options O'Leary, Shane Parker 5 17/03/2011 51 2.37 -10,000 Gran Tierra Energy Inc. Options O'Leary, Shane Parker 5 17/03/2011 51 2.37 760,000 -10,000 Great Basin Gold Ltd. Options Cooke, Patrick 4 23/03/2011 51 2.46 480,000 100,000 Great Canadian Gaming Corporation

Common Shares Thomas, Adrian Roy 4, 7 21/03/2011 51 2.62 45,000 45,000

Great Canadian Gaming Corporation

Common Shares Thomas, Adrian Roy 4, 7 21/03/2011 10 7.76 44,000 -1,000














Common Shares Thomas, Adrian Roy 4, 7 24/03/2011 10 7.81 24,900 -100


Options Thomas, Adrian Roy 4, 7 21/03/2011 51 2.62 172,500 -45,000

Great Panther Silver Limited Common Shares Foy, Kaare 4, 5 18/03/2011 10 4.1 100,000 -44,200









Insider Reporting

April 1, 2011 (2011) 34 OSCB 3948


T/O Unit Price


Acquired/ Disposed





Great Panther Silver Limited Common Shares Foy, Kaare 4, 5 23/03/2011 10 4.5 0 -5,000

Great Panther Silver Limited Common Shares Iskanius, Raakel Suzanne 5 21/03/2011 51 0.45 50,000 50,000



Great Panther Silver Limited Common Shares Iskanius, Raakel Suzanne 5 21/03/2011 10 4.2 55,800 -144,200



Great Panther Silver Limited Common Shares Iskanius, Raakel Suzanne 5 21/03/2011 10 4.23 0 -10,100

Great Panther Silver Limited Options Iskanius, Raakel Suzanne 5 21/03/2011 51 0.45 150,000 -50,000

Great Panther Silver Limited Options Iskanius, Raakel Suzanne 5 21/03/2011 51 0.7 25,000 -125,000

Great Panther Silver Limited Options Iskanius, Raakel Suzanne 5 21/03/2011 51 0.9 0 -25,000

Great Panther Silver Limited Common Shares Major, Kenneth William 4 17/03/2011 00

Great-West Lifeco Inc. Common Shares Graye, Mitchell T.G. 5 16/02/2011 10 27.534 0 -80,000 Great-West Lifeco Inc. Deferred Share Units Graye, Mitchell T.G. 5 31/12/2010 30 25.182 14,303 4,138 Great-West Lifeco Inc. Deferred Share Units Harder, Vernon Peter 4 07/05/2009 00 3,761 Great-West Lifeco Inc. Deferred Share Units Loney, David Allen 8, 4, 5 09/01/2003 00 Great-West Lifeco Inc. Deferred Share Units Loney, David Allen 8, 4, 5 09/01/2003 00 27,261 Great-West Lifeco Inc. Common Shares Lovatt, William Wayne 5 16/03/2011 10 25.166 144,101 -65,000 Great-West Lifeco Inc. Common Shares Lovatt, William Wayne 5 18/03/2011 10 25.441 79,101 -65,000 Great-West Lifeco Inc. Common Shares Lovatt, William Wayne 5 21/03/2011 51 19.42 144,101 65,000 Great-West Lifeco Inc. Common Shares Lovatt, William Wayne 5 23/03/2011 51 19.42 209,101 65,000 Great-West Lifeco Inc. Common Shares Plan

Common Shares Lovatt, William Wayne 5 21/03/2011 51 19.42 65,000

Great-West Lifeco Inc. Common Shares Plan Common Shares

Lovatt, William Wayne 5 21/03/2011 51 19.42 65,000





Great-West Lifeco Inc. Options Common Share - Stock Options

Lovatt, William Wayne 5 21/03/2011 51 19.42 382,400 -65,000

Great-West Lifeco Inc. Options Common Share - Stock Options

Lovatt, William Wayne 5 23/03/2011 51 19.42 317,400 -65,000

Greenscape Capital Group Inc.

Common Shares Scharfe, Bradley Nixon 3 18/03/2011 10 0.23 5,901,661 5,000











Greystar Resources Ltd. Common Shares Amber Capital LP 3 14/03/2011 10 2.587 2,100,856 77,200 Greystar Resources Ltd. Common Shares Amber Capital LP 3 18/03/2011 10 2.495 2,859,156 758,300 Greystar Resources Ltd. Common Shares Amber Capital LP 3 21/03/2011 10 2.685 3,059,156 200,000 Greystar Resources Ltd. Common Shares Amber Capital LP 3 22/03/2011 10 2.673 3,707,556 648,400 Greystar Resources Ltd. Common Shares Amber Capital LP 3 24/03/2011 10 2.535 4,807,556 1,100,000 Greystar Resources Ltd. Common Shares Amber Capital LP 3 25/03/2011 10 2.463 5,391,956 584,400 Groupworks Financial Corp. Common Shares Anderson, Scott Cameron 4 15/03/2011 10 0.29 88,000 55,000

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3949


T/O Unit Price


Acquired/ Disposed

Groupworks Financial Corp. Common Shares Anderson, Scott Cameron 4 16/03/2011 10 0.29 137,500 49,500



Guyana Precious Metals Inc. Common Shares Guyana Goldfields Inc. 3 24/03/2011 90 0 -13,617,000

H&R Finance Trust Units Froom, Larry 5 31/12/2010 30 17.182 10,072 225 H&R Real Estate Investment Trust

Units Froom, Larry 5 31/12/2010 30 17.182 10,072 225

H&R Real Estate Investment Trust

Debentures 4.778% Series D Unsecured Senior Debs. due July 27, 2016

Hofstedter, Thomas J. 4, 5 30/05/2003 00


Debentures 4.778% Series D Unsecured Senior Debs. due July 27, 2016

Hofstedter, Thomas J. 4, 5 21/03/2011 10 102.34 $68,000 $68,000


Units Lebovic, Laurence A. 6 31/12/2010 30 19.7 455


Units Lebovic, Laurence A. 6 31/12/2010 30 19.11 28,475 455


Units Lebovic, Laurence A. 6 31/12/2010 30 19.7 174


Units Lebovic, Laurence A. 6 31/12/2010 30 19.11 10,943 174

Hammond Power Solutions Inc.

Options Plan July 22 2005 Baldwin, Douglas 4 17/03/2011 50 35,000 10,000


Options Plan July 22 2005 FitzGibbon, David Joseph 4 25/05/2010 00


Options Plan July 22 2005 FitzGibbon, David Joseph 4 17/03/2011 50 10,000 10,000


Options Plan July 22 2005 HAMMOND, BILL 6 17/03/2011 50 130,000 30,000


Options Plan July 22 2005 HUETHER, CHRIS 5 17/03/2011 50 110,500 30,000


Common Shares Class A MACADAM, DON 4 06/12/2010 51 1.93 31,300 10,000


Options Plan July 22 2005 MACADAM, DON 4 06/12/2010 10 1.93 10,000






Options Plan July 22 2005 MACADAM, DON 4 17/03/2011 50 35,000 10,000


Options Plan July 22 2005 Robinson, Grant Cameron 4 17/03/2011 50 35,000 10,000


Options Plan July 22 2005 Simo, Zoltan D. 4 17/03/2011 50 30,000 10,000

Harry Winston Diamond Corporation

Restricted Share Units Mayne, Alan Samuel 5 21/01/2011 57 51,806 -5,129

Hawk Exploration Ltd. Common Shares Class A Shaikh, Mazhar H. (Mike) 4 29/05/2009 00

Hawk Exploration Ltd. Common Shares Class A Shaikh, Mazhar H. (Mike) 4 29/05/2009 00 190,000

Hawk Exploration Ltd. Common Shares Class A Shaikh, Mazhar H. (Mike) 4 25/03/2011 10 0.78 192,000 2,000

Heatherdale Resources Ltd. Options Smith, Patrick 5 18/03/2011 50 1.12 600,000 300,000

Hi Ho Silver Resources Inc. Common Shares Maddin, Hugh 4 21/03/2011 90 2,747,017 -800,000

Hi Ho Silver Resources Inc. Common Shares Maddin, Hugh 4 24/03/2011 90 0.05 -800,000

Hi Ho Silver Resources Inc. Common Shares Maddin, Hugh 4 24/03/2011 90 0.05 -800,000

Hi Ho Silver Resources Inc. Common Shares Maddin, Hugh 4 24/03/2011 16 0.08 5,747,017 3,000,000

Hi Ho Silver Resources Inc. Common Shares Maddin, Hugh 4 24/03/2011 90 3,715,842 -2,031,175


Insider Reporting

April 1, 2011 (2011) 34 OSCB 3950


T/O Unit Price


Acquired/ Disposed

Hi Ho Silver Resources Inc. Common Shares Maddin, Hugh 4 21/03/2011 90 3,433,333 800,000

Hi Ho Silver Resources Inc. Common Shares Maddin, Hugh 4 21/03/2011 90 4,633,333 1,200,000

Hi Ho Silver Resources Inc. Common Shares Maddin, Hugh 4 21/03/2011 90 4,933,333 300,000

Hi Ho Silver Resources Inc. Common Shares Maddin, Hugh 4 24/03/2011 90 0.05 800,000

Hi Ho Silver Resources Inc. Common Shares Maddin, Hugh 4 24/03/2011 90 0.05 800,000

Hi Ho Silver Resources Inc. Common Shares Maddin, Hugh 4 24/03/2011 90 6,964,508 2,031,175


Hi Ho Silver Resources Inc. Common Shares Maddin, Hugh 4 24/03/2011 10 0.08 6,897,841 -6,000,000

Hi Ho Silver Resources Inc. Common Shares Maddin, Hugh 4 21/03/2011 90 2,416,667 -300,000

Hi Ho Silver Resources Inc. Common Shares Maddin, Hugh 4 21/03/2011 90 6,800,000 -1,200,000

Hi Ho Silver Resources Inc. Warrants Maddin, Hugh 4 05/03/2010 00

Hi Ho Silver Resources Inc. Warrants Maddin, Hugh 4 24/03/2011 15 0.12 1,500,000 1,500,000

Hi Ho Silver Resources Inc. Warrants Maddin, Hugh 4 24/03/2011 15 0.12 4,183,334 2,966,667

High Arctic Energy Services Inc.

Common Shares Anderson, Christopher James

7 24/03/2011 10 0.25 3,500,157 -11,500


Options Myden, Morley 5 20/05/2009 50 0.13 118,750 75,000


Common Shares Vasey, Steven R 4 20/05/2009 00






Common Shares Vasey, Steven R 4 31/08/2010 11 1,000,000 1,000,000


Options Vasey, Steven R 4 20/05/2009 00 50,000

High Liner Foods Incorporated

Common Shares Bell, C. Randolph 4 27/01/2011 51 9.75 20,500 2,000


Options Bell, C. Randolph 4 27/01/2011 59 9.75 -2,000


Options Bell, C. Randolph 4 27/01/2011 51 9.75 17,500 -2,000


Common Shares BISHOP, GEORGE 4 11/03/2011 51 9.75 15,000 2,000


Options BISHOP, GEORGE 4 11/03/2011 59 9.75 2,000


Options BISHOP, GEORGE 4 11/03/2011 51 9.75 23,000 -2,000


Common Shares Demone, Henry 4, 5 24/03/2011 10 14.97 190,144 100


Common Shares Demone, Henry 4, 5 24/03/2011 10 14.99 190,244 100


Common Shares Demone, Henry 4, 5 24/03/2011 10 15 194,044 3,800


Options Demone, Henry 4, 5 24/03/2011 59 9.75 125,900 -20,000


Common Shares Dexter, Robert P. 4 27/01/2011 51 9.75 100,683 2,000


Options Dexter, Robert P. 4 27/01/2011 59 9.75 -2,000


Options Dexter, Robert P. 4 27/01/2011 51 9.75 17,500 -2,000


Common Shares MacQuarrie, James Thomas

4 10/02/2011 51 9.75 12,000 2,000


Options MacQuarrie, James Thomas

4 10/02/2011 59 9.75 -2,000


Options MacQuarrie, James Thomas

4 10/02/2011 51 9.75 17,500 -2,000

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3951


T/O Unit Price


Acquired/ Disposed


Common Shares Pace, Robert 4 18/03/2011 51 9.75 19,500 2,000


Options Pace, Robert 4 18/03/2011 51 23,000 -2,000


Common Shares Read, David 4 31/01/2011 51 2000 2,000


Common Shares Read, David 4 31/01/2011 51 9.75 18,416 2,000


Options Read, David 4 31/01/2011 59 9.75 -2,000


Options Read, David 4 31/01/2011 51 9.75 17,500 -2,000

Hillcrest Resources Ltd. Options JACKSON, STEWART ALBERT

4, 5 04/03/2010 00 150,000

Hillcrest Resources Ltd. Common Shares Jung, Wan 4 22/03/2010 00 400,000 Hillcrest Resources Ltd. Options Jung, Wan 4 22/03/2010 00 250,000 Hillcrest Resources Ltd. Warrants Jung, Wan 4 22/03/2010 00 280,000 Hillcrest Resources Ltd. Options ODEN, Jason Paul 4 03/03/2011 00 250,000 Hillcrest Resources Ltd. Options Parker, Lewis Edward 4 03/03/2011 00 250,000 Hillcrest Resources Ltd. Common Shares Stone, David M. 4 22/03/2011 00 100,000 Hillcrest Resources Ltd. Options Stone, David M. 4 22/03/2011 00 150,000 Hillcrest Resources Ltd. Warrants Stone, David M. 4 22/03/2011 00 70,000 Homburg Canada Real Estate Investment Trust

Restricted Trust Units Beckerleg, James Walter 5 30/03/2010 00

Homburg Canada Real Estate Investment Trust

Restricted Trust Units Beckerleg, James Walter 5 16/03/2011 56 11.37 28,199 28,199


Rights Deferred Trust Units

Beckerleg, James Walter 5 16/03/2011 56 11.37 41,744 9,400


Restricted Trust Units Charron, Guy 5 30/03/2010 00


Restricted Trust Units Charron, Guy 5 16/03/2011 56 11.37 9,070 9,070



Charron, Guy 5 16/03/2011 56 11.37 13,023 3,023


Restricted Trust Units Lawlor, Gordon G. 5 30/03/2010 00


Restricted Trust Units Lawlor, Gordon G. 5 16/03/2011 56 11.37 10,059 10,059



Lawlor, Gordon G. 5 16/03/2011 56 11.37 13,353 3,353


Restricted Trust Units Phillips, Ashley Lowell 5 30/03/2010 00


Restricted Trust Units Phillips, Ashley Lowell 5 16/03/2011 56 11.37 9,070 9,070



Phillips, Ashley Lowell 5 16/03/2011 56 11.37 12,523 3,023

Home Capital Group Inc. Common Shares Ahlvik, Christer 5 21/03/2011 30 56.63 4,154 636 Home Capital Group Inc. Common Shares Home Capital Group Inc. 1 16/03/2011 38 54.05 300 300 Home Capital Group Inc. Common Shares Home Capital Group Inc. 1 16/03/2011 38 54.05 0 -300 Home Capital Group Inc. Common Shares Home Capital Group Inc. 1 16/03/2011 38 55.8 2,000 2,000 Home Capital Group Inc. Common Shares Home Capital Group Inc. 1 16/03/2011 38 55.8 0 -2,000 Home Capital Group Inc. Common Shares Home Capital Group Inc. 1 18/03/2011 38 55.6 2,000 2,000 Home Capital Group Inc. Common Shares Home Capital Group Inc. 1 18/03/2011 38 55.6 0 -2,000 Horizon North Logistics Inc. Common Shares German, Robert Thomas 4, 5 21/03/2011 51 3.35 206,263 8,700

Horizon North Logistics Inc. Common Shares German, Robert Thomas 4, 5 21/03/2011 51 4.9 205,663 -600

Horizon North Logistics Inc. Common Shares German, Robert Thomas 4, 5 21/03/2011 51 4.88 201,863 -3,800


Horizon North Logistics Inc. Common Shares German, Robert Thomas 4, 5 22/03/2011 51 3.35 260,263 62,700






Insider Reporting

April 1, 2011 (2011) 34 OSCB 3952


T/O Unit Price


Acquired/ Disposed










Horizon North Logistics Inc. Options German, Robert Thomas 4, 5 21/03/2011 51 3.35 541,300 -8,700





HudBay Minerals Inc. Common Shares Meagher, Cashel Aran 5 31/12/2010 30 17.28 212 HudBay Minerals Inc. Common Shares Meagher, Cashel Aran 5 31/12/2010 30 17.23 319 319 HudBay Minerals Inc. Common Shares Meagher, Cashel Aran 5 09/02/2011 30 17.29 159 HudBay Minerals Inc. Common Shares Meagher, Cashel Aran 5 09/02/2011 30 16.89 557 238 HudBay Minerals Inc. Common Shares Meagher, Cashel Aran 5 18/03/2011 90 214 -343 HudBay Minerals Inc. Common Shares Meagher, Cashel Aran 5 18/03/2011 90 343 343 Huntington Exploration Inc. Options Binnion, Michael Rupert 4 10/11/2010 00 Huntington Exploration Inc. Options Binnion, Michael Rupert 4 21/03/2011 50 0.09 1,200,000 1,200,000 Huntington Exploration Inc. Options Dion, David 5 15/12/2010 00 250,000 Huntington Exploration Inc. Options Harding, Steven Craig 4 25/10/2010 00 Huntington Exploration Inc. Options Harding, Steven Craig 4 18/03/2011 50 0.09 1,500,000 1,500,000 Huntington Exploration Inc. Options Marleau, Hubert 4 29/07/2004 00 Huntington Exploration Inc. Options Marleau, Hubert 4 18/03/2011 50 375,000 375,000 Huntington Exploration Inc. Options McMECHAN, Roger

George4 25/10/2010 00

Huntington Exploration Inc. Options McMECHAN, Roger George

4 18/03/2011 50 0.09 1,200,000 1,200,000

HUSKY ENERGY INC. Preferred Shares Series 1 Myer, John William George 5 01/11/2010 00

HUSKY ENERGY INC. Preferred Shares Series 1 Myer, John William George 5 18/03/2011 10 25 4,100 4,100

Hyperion Exploration Corp. Common Shares Elliott International Capital Advisors Inc.

3 15/03/2011 10 1.4883 3,343,740 141,180


3 16/03/2011 10 1.504 3,350,940 7,200


3 17/03/2011 10 1.5038 3,375,360 24,420


3 18/03/2011 10 1.504 3,430,140 54,780


3 21/03/2011 10 1.504 3,432,660 2,520


3 23/03/2011 10 1.504 3,477,660 45,000


3 24/03/2011 10 1.35 2,907,660 -570,000

Hyperion Exploration Corp. Subscription Receipts Heath, Ryan John McColl 5 01/12/2010 00 Hyperion Exploration Corp. Subscription Receipts Heath, Ryan John McColl 5 18/03/2011 16 1.5 13,400 13,400 Hyperion Exploration Corp. Subscription Receipts MAXWELL, RODERICK

DONALD4 23/07/2010 00

Hyperion Exploration Corp. Subscription Receipts MAXWELL, RODERICK DONALD

4 18/03/2011 16 1.5 70,000 70,000

Hyperion Exploration Corp. Subscription Receipts O'Neil, Peter Dan 4 18/03/2011 16 1.5 35,000 35,000 Hyperion Exploration Corp. Common Shares Singer, Paul Elliott 3 15/03/2011 10 1.4883 2,229,160 94,120 Hyperion Exploration Corp. Common Shares Singer, Paul Elliott 3 16/03/2011 10 1.504 2,233,960 4,800 Hyperion Exploration Corp. Common Shares Singer, Paul Elliott 3 17/03/2011 10 1.5038 2,250,240 16,280

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3953


T/O Unit Price


Acquired/ Disposed

Hyperion Exploration Corp. Common Shares Singer, Paul Elliott 3 18/03/2011 10 1.504 2,286,760 36,520 Hyperion Exploration Corp. Common Shares Singer, Paul Elliott 3 21/03/2011 10 1.504 2,288,440 1,680 Hyperion Exploration Corp. Common Shares Singer, Paul Elliott 3 23/03/2011 10 1.504 2,318,440 30,000 Hyperion Exploration Corp. Common Shares Singer, Paul Elliott 3 24/03/2011 10 1.35 1,938,440 -380,000 Hyperion Exploration Corp. Subscription Receipts Turnbull, Gregory George 4 18/03/2011 16 1.5 51,000 51,000 IBC Advanced Alloys Corp. Options Anderson, Simon 5 21/03/2011 50 0.18 1,550,000 750,000

IBC Advanced Alloys Corp. Options Brynelsen, Dal Stuart 4, 7 21/03/2011 50 0.18 1,275,000 225,000

IBC Advanced Alloys Corp. Options Dutton, Anthony John Guy 4, 5 21/03/2011 50 0.18 2,350,000 750,000

IBC Advanced Alloys Corp. Common Shares Slater, Ian 4 21/03/2011 50 0.18 875,000 225,000

IGM Financial Inc. Common Shares Tretiak, Gregory Dennis 5 17/03/2011 51 19.834 94,643 25,000 IGM Financial Inc. Common Shares Tretiak, Gregory Dennis 5 17/03/2011 51 47.093 69,643 -25,000 IGM Financial Inc. Options Tretiak, Gregory Dennis 5 17/03/2011 51 19.834 203,637 -25,000 Imperial Oil Limited Common Shares Imperial Oil Limited 1 18/03/2011 38 50.89 50,000 50,000 Imperial Oil Limited Common Shares Imperial Oil Limited 1 18/03/2011 38 50.89 0 -50,000 Imperial Oil Limited Common Shares Imperial Oil Limited 1 21/03/2011 38 50.544 50,000 50,000 Imperial Oil Limited Common Shares Imperial Oil Limited 1 21/03/2011 38 50.544 0 -50,000 Imperial Oil Limited Common Shares Imperial Oil Limited 1 22/03/2011 38 50.525 30,780 30,780 Imperial Oil Limited Common Shares Imperial Oil Limited 1 22/03/2011 38 50.525 0 -30,780 Imperial Oil Limited Common Shares Imperial Oil Limited 1 24/03/2011 38 49.778 25,491 25,491 Imperial Oil Limited Common Shares Imperial Oil Limited 1 24/03/2011 38 49.778 0 -25,491 Imvescor Restaurant Group Inc.

Options Coggan-Imbeault, Amber Judith Darlene

5 24/03/2010 50 3.01 2,000 2,000

Imvescor Restaurant Group Inc.

Options Coggan-Imbeault, Amber Judith Darlene

5 15/03/2011 00


Common Shares Imbeault, Bernard 6 22/03/2011 10 1.48 5,250 600


Common Shares Imbeault, Bernard 6 22/03/2011 10 1.49 7,250 2,000




Common Shares Imbeault, Bernard 6 22/03/2011 10 1.52 9,250 400




Common Shares Imbeault, Monique Marie 4 21/03/2011 10 1.54 23,500 2,950








Options Tsigos, Demetrios 5 24/03/2010 50 3.01 2,000 2,000


Options Tsigos, Demetrios 5 15/03/2011 00

INDEXPLUS Dividend Fund Trust Units Indexplus Dividend Fund 1 01/03/2011 00

INDEXPLUS Dividend Fund Trust Units Indexplus Dividend Fund 1 01/03/2011 00

INDEXPLUS Dividend Fund Trust Units Indexplus Dividend Fund 1 21/03/2011 38 11.96 34,100 34,100

Indexplus Income Fund Trust Units IndexPlus Income Fund 1 24/03/2011 38 13.4 29,531,153 600 Indigo Books & Music Inc. Common Shares McGill, Jim 5 23/03/2011 51 5.25 2,900 Indigo Books & Music Inc. Common Shares McGill, Jim 5 23/03/2011 51 5.25 2,900 Indigo Books & Music Inc. Common Shares McGill, Jim 5 23/03/2011 51 5.25 2,900 Indigo Books & Music Inc. Common Shares McGill, Jim 5 23/03/2011 51 5.25 -2,900 Indigo Books & Music Inc. Common Shares McGill, Jim 5 23/03/2011 51 5.25 -2,900 Indigo Books & Music Inc. Common Shares McGill, Jim 5 23/03/2011 10 13.537 2,900 Indigo Books & Music Inc. Common Shares McGill, Jim 5 23/03/2011 10 13.537 2,900 Indigo Books & Music Inc. Common Shares McGill, Jim 5 23/03/2011 51 5.25 7,900 2,900 Indigo Books & Music Inc. Common Shares McGill, Jim 5 23/03/2011 10 13.537 5,000 -2,900 Indigo Books & Music Inc. Common Shares McGill, Jim 5 24/03/2011 51 5.25 5,100 100 Indigo Books & Music Inc. Common Shares McGill, Jim 5 24/03/2011 10 13.5 5,000 -100 Indigo Books & Music Inc. Options McGill, Jim 5 23/03/2011 51 5.25 2,900 Indigo Books & Music Inc. Options McGill, Jim 5 23/03/2011 51 5.25 2,900 Indigo Books & Music Inc. Options McGill, Jim 5 23/03/2011 51 5.25 122,100 -2,900 Indigo Books & Music Inc. Options McGill, Jim 5 24/03/2011 51 5.25 122,000 -100

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3954


T/O Unit Price


Acquired/ Disposed

Industrial Alliance Insurance and Financial Services inc.

Common Shares Chabot, René 5 17/03/2011 51 22.81 6,832 4,500


Common Shares Chabot, René 5 17/03/2011 10 41 2,332 -4,500


Common Shares Chabot, René 5 18/03/2011 51 22.81 2,432 100


Common Shares Chabot, René 5 18/03/2011 10 41 2,332 -100


Common Shares Chabot, René 5 21/03/2011 51 22.81 11,732 9,400


Common Shares Chabot, René 5 21/03/2011 10 41 2,332 -9,400


Options Chabot, René 5 17/03/2011 51 22.81 169,500 -4,500


Options Chabot, René 5 18/03/2011 51 22.81 169,400 -100


Options Chabot, René 5 21/03/2011 51 22.81 160,000 -9,400

Innergex Renewable Energy Inc.

Options Blanchet, Richard 5 23/06/2010 50 8.75 172,960 78,960


Options Bouchard, Normand 5 23/06/2010 50 8.75 159,800 65,800


Options de Batz de Trenquelléon, Renaud

5 23/06/2010 50 8.75 172,960 78,960


Options DUFORT, Guy 5 23/06/2010 50 8.75 172,960 78,960


Options Grover, Peter 5 23/06/2010 50 8.75 172,960 78,960


Options Hébert, François 5 23/06/2010 50 8.75 172,960 78,960


Options Letellier, Michel 4, 5 23/06/2010 50 8.75 439,920 157,920


Options Perron, Jean 5 23/06/2010 50 8.75 188,752 94,752


Options Trudel, Jean 5 23/06/2010 50 8.75 188,752 94,752

Innovative Composites International Inc.

Options Ball, Terry Lewis 4, 5 23/12/2010 50 856,000 56,000


Options Ball, Terry Lewis 4, 5 23/03/2011 50 1,356,000 500,000


Options Kruba, Christopher Robert 4 23/03/2011 50 225,000 225,000


Options Pulte, Robert 4 14/03/2011 00


Options Pulte, Robert 4 23/03/2011 50 225,000 225,000


Options Troitschanski, Ilja 4, 5 23/12/2010 50 907,712 56,000


Options Troitschanski, Ilja 4, 5 23/03/2011 50 1,407,712 500,000

Intact Financial Corporation Common Shares Beaulieu, Martin 5 31/12/2010 30 44.58 5,469 34

Intact Financial Corporation Stock Incentives Beaulieu, Martin 5 31/12/2010 30 44.58 12,197 69

Intact Financial Corporation Stock Incentives Beaulieu, Martin 5 31/12/2010 30 44.58 3,602 89

Intact Financial Corporation Deferred Share Units for Directors

Brouillette, Yves 4 31/12/2010 30 44.58 5,092 129


Cantor, Paul George Samuel

4 31/12/2010 30 44.58 3,497 94


Côté, Marcel 4 31/12/2010 30 44.58 8,124 206


crispin, robert william 4 31/12/2010 30 44.58 2,779 73

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3955


T/O Unit Price


Acquired/ Disposed

Intact Financial Corporation Stock Incentives Dionne, Michel 5 31/12/2010 30 44.58 3,022 18

Intact Financial Corporation Stock Incentives Dionne, Michel 5 31/12/2010 30 44.58 943 23


Dussault, Claude 4, 5 31/12/2010 30 44.58 572 12

Intact Financial Corporation Deferred Notional Share Unit

Guénette, Françoise 5 31/12/2010 30 44.58 1,654 49

Intact Financial Corporation Stock Incentives Guénette, Françoise 5 31/12/2010 30 44.58 13,854 79

Intact Financial Corporation Stock Incentives Guénette, Françoise 5 31/12/2010 30 44.58 4,137 102

Intact Financial Corporation Common Shares Iles, Derek Andrew 5 31/12/2010 30 44.58 9,832 49

Intact Financial Corporation Deferred Notional Share Unit

Iles, Derek Andrew 5 31/12/2010 30 44.58 5,794 168

Intact Financial Corporation Stock Incentives Iles, Derek Andrew 5 31/12/2010 30 44.58 33,944 191

Intact Financial Corporation Stock Incentives Iles, Derek Andrew 5 31/12/2010 30 44.58 9,945 245

Intact Financial Corporation Stock Incentives Marcotte, Louis 5 31/12/2010 30 44.58 4,061 23

Intact Financial Corporation Stock Incentives Marcotte, Louis 5 31/12/2010 30 44.58 1,214 30


Mercier, Eileen Ann 4 31/12/2010 30 44.58 4,792 127

Intact Financial Corporation Common Shares Morissette, Benoit 5 31/12/2010 30 44.58 961 5

Intact Financial Corporation Stock Incentives Morissette, Benoit 5 31/12/2010 30 44.58 3,887 32

Intact Financial Corporation Stock Incentives Morissette, Benoit 5 31/12/2010 30 44.58 1,659 41

Intact Financial Corporation Common Shares PROVOST, MARC 5 31/12/2010 30 44.58 13,360 81

Intact Financial Corporation Stock Incentives PROVOST, MARC 5 31/12/2010 30 44.58 15,374 87

Intact Financial Corporation Stock Incentives PROVOST, MARC 5 31/12/2010 30 44.58 4,540 112


roy, louise 4 31/12/2010 30 44.58 3,084 79

Intact Financial Corporation Common Shares Sham, Lilia M. 5 31/12/2010 30 44.58 2,492 16

Intact Financial Corporation Stock Incentives Sham, Lilia M. 5 31/12/2010 30 44.58 8,348 44

Intact Financial Corporation Stock Incentives Sham, Lilia M. 5 31/12/2010 30 44.58 2,277 56


Snyder, Stephen Gregory 4 31/12/2010 30 44.58 270 7


Stephenson, Carol M. 4 31/12/2010 30 44.58 6,325 174

Intact Financial Corporation Common Shares Weightman, Peter 5 31/12/2010 30 44.58 2,719 17

Intact Financial Corporation Stock Incentives Weightman, Peter 5 31/12/2010 30 44.58 11,161 98

Intact Financial Corporation Stock Incentives Weightman, Peter 5 31/12/2010 30 44.58 5,067 125

International Northair Mines Ltd.

Common Shares Inwentash, Sheldon 3 21/03/2011 11 0.3 2,000,000 2,000,000


Warrants Inwentash, Sheldon 3 21/03/2011 11 1,000,000 1,000,000


Common Shares Zacharias, Bernie 5 17/03/2011 16 0.3 365,000 65,000


Warrants Zacharias, Bernie 5 17/03/2011 16 0.5 107,500 32,500

Intertainment Media Inc. Options Jonasson, Edward 5 21/03/2011 50 0.43 900,000 400,000 Intertainment Media Inc. Common Shares Lucatch, David Marc 6 28/11/2010 11 0.108 3,507,179 -120,000 Intertainment Media Inc. Common Shares Lucatch, David Marc 6 21/03/2011 36 0.11 9,757,179 5,000,000 Intertainment Media Inc. Common Shares Lucatch, David Marc 6 22/03/2011 10 0.44 9,689,679 -67,500 Intertainment Media Inc. Common Shares Lucatch, David Marc 6 23/03/2011 10 0.43 9,591,179 -98,500 Intertainment Media Inc. Common Shares Lucatch, David Marc 6 23/03/2011 10 0.44 9,471,179 -120,000 Intertainment Media Inc. Common Shares Lucatch, David Marc 6 24/03/2011 54 0.16 13,471,179 4,000,000 Intertainment Media Inc. Common Shares Lucatch, David Marc 6 25/03/2011 10 0.44 13,401,179 -70,000 Intertainment Media Inc. Common Shares Lucatch, David Marc 6 25/03/2011 10 0.47 13,376,179 -25,000

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3956


T/O Unit Price


Acquired/ Disposed

Intertainment Media Inc. Common Shares Lucatch, David Marc 6 25/03/2011 10 0.48 13,311,179 -65,000 Intertainment Media Inc. Convertible Debentures Lucatch, David Marc 6 21/03/2011 36 $0 -$550,000 Intertainment Media Inc. Exchangeable Shares

Warrants Lucatch, David Marc 6 21/03/2011 36 0.16 7,000,000 5,000,000

Intertainment Media Inc. Exchangeable Shares Warrants

Lucatch, David Marc 6 24/03/2011 54 0.16 3,000,000 -4,000,000

Intertainment Media Inc. Options Lucatch, David Marc 6 21/03/2011 50 0.43 3,205,000 980,000 Intertainment Media Inc. Common Shares Lucatch, Jana Gayle 6 28/11/2010 11 0.1337 900,000 -2,880,000 Intertainment Media Inc. Options Lucatch, Jana Gayle 6 21/03/2011 50 0.43 530,000 180,000 Intertainment Media Inc. Options Parry, Brad 5 21/03/2011 50 0.43 900,000 400,000 Intertainment Media Inc. Options Patterson, Girvan Leigh 4 21/03/2011 50 915,000 240,000 Intertainment Media Inc. Options Penney, Brian Kenneth 4 21/03/2011 50 0.43 880,000 280,000 Intertainment Media Inc. Options Shea, Kevin 4 21/03/2011 50 0.43 485,000 260,000 Intertainment Media Inc. Common Shares Willer, Herb 4 23/03/2011 10 0.425 775,000 -25,000 Intertainment Media Inc. Common Shares Willer, Herb 4 23/03/2011 10 0.47 750,000 -25,000 Intertainment Media Inc. Common Shares Willer, Herb 4 23/03/2011 10 0.49 725,000 -25,000 Intertainment Media Inc. Common Shares Willer, Herb 4 23/03/2011 10 0.47 700,000 -25,000 Intertainment Media Inc. Common Shares Willer, Herb 4 23/03/2011 10 0.5 675,000 -25,000 Intertainment Media Inc. Common Shares Willer, Herb 4 23/03/2011 10 0.44 625,000 -50,000 Intertainment Media Inc. Common Shares Willer, Herb 4 13/02/2007 00 Intertainment Media Inc. Common Shares Willer, Herb 4 21/03/2011 36 0.11 909,090 909,090 Intertainment Media Inc. Convertible Debentures Willer, Herb 4 13/02/2007 00 Intertainment Media Inc. Convertible Debentures Willer, Herb 4 13/02/2007 00 Intertainment Media Inc. Convertible Debentures Willer, Herb 4 21/12/2010 90 $0 -$100,000 Intertainment Media Inc. Convertible Debentures Willer, Herb 4 13/02/2007 00 Intertainment Media Inc. Convertible Debentures Willer, Herb 4 21/12/2010 90 $100,000 $100,000 Intertainment Media Inc. Convertible Debentures Willer, Herb 4 21/03/2011 36 -$100,000 Intertainment Media Inc. Convertible Debentures Willer, Herb 4 21/03/2011 36 $0 -$100,000 Intertainment Media Inc. Exchangeable Shares

Warrants Willer, Herb 4 13/02/2007 00

Intertainment Media Inc. Exchangeable Shares Warrants

Willer, Herb 4 21/03/2011 36 0.16 909,090 909,090

Intertainment Media Inc. Options Willer, Herb 4 21/03/2011 50 0.43 850,000 400,000 iWeb Group Inc. Common Shares Chouinard, Eric 3, 4, 5 18/03/2011 51 0.27 120,000 43,000 iWeb Group Inc. Options Chouinard, Eric 3, 4, 5 18/03/2011 51 0.27 60,000 -43,000 iWeb Group Inc. Common Shares Guindon, Marc 4 18/03/2011 51 0.27 413,000 200,000 iWeb Group Inc. Options Guindon, Marc 4 18/03/2011 51 0.27 400,000 -200,000 iWeb Group Inc. Common Shares Leclair, Daniel 4 21/03/2011 51 0.27 53,000 10,000 iWeb Group Inc. Options Leclair, Daniel 4 21/03/2011 51 0.27 30,000 -10,000 iWeb Group Inc. Common Shares Leclair, Martin 3, 4, 5 21/03/2011 51 0.27 120,000 70,000 iWeb Group Inc. Options Leclair, Martin 3, 4, 5 21/03/2011 51 0.27 60,000 -70,000 Josephine Mining Corp. (formerly Green Park Capital Corp.)

Common Shares Dutton, Anthony John Guy 4 03/09/2010 38 250,000 -250,000

Josephine Mining Corp. (formerly Green Park Capital Corp.)

Common Shares Dutton, Anthony John Guy 4 24/03/2011 37 50,000 -200,000

Josephine Mining Corp. (formerly Green Park Capital Corp.)

Options Dutton, Anthony John Guy 4 24/03/2011 37 0.3 19,000 -76,000

Jovian Capital Corporation Common Shares Employee Share Purchase Plan

1 16/03/2011 30 8.84 43,349 196

Jovian Capital Corporation Common Shares McFarlane, Donald 8, 4, 7 24/03/2011 10 8.6582 49,500 -4,900

Jura Energy Corporation Common Shares Akerfeldt, Stephen Carl 4, 5 21/03/2011 11 0.05 903,639 903,639 Jura Energy Corporation Deferred Share Units Akerfeldt, Stephen Carl 4, 5 21/03/2011 58 - Expiration

of rights 0 -903,639

Jura Energy Corporation Common Shares Elliott, Timothy M. 7 21/03/2011 11 0.05 3,306,375 1,679,375 Jura Energy Corporation Deferred Share Units Elliott, Timothy M. 7 21/03/2011 58 - Expiration

of rights 0 -1,679,375

Jura Energy Corporation Common Shares Garner, Graham S. 4, 5 21/03/2011 11 0.05 4,669,686 4,473,186

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3957


T/O Unit Price


Acquired/ Disposed

Jura Energy Corporation Deferred Share Units Garner, Graham S. 4, 5 18/03/2011 58 - Expiration of rights -6,565,878

Jura Energy Corporation Deferred Share Units Garner, Graham S. 4, 5 21/03/2011 58 - Expiration of rights

0 -6,565,878

Jura Energy Corporation Common Shares Holton, Norman William 7 21/03/2011 11 0.05 2,188,889 833,889 Jura Energy Corporation Deferred Share Units Holton, Norman William 7 21/03/2011 58 - Expiration

of rights 0 -833,889

Jura Energy Corporation Common Shares McCue, Nigel Robert 4, 7, 5 21/03/2011 11 0.05 5,764,354 2,229,948 Jura Energy Corporation Deferred Share Units McCue, Nigel Robert 4, 7, 5 21/03/2011 58 - Expiration

of rights 0 -2,229,948

Jura Energy Corporation Common Shares Whitbread, Peter 7 21/03/2011 11 0.05 4,449,663 1,807,056 Jura Energy Corporation Deferred Share Units Whitbread, Peter 7 21/03/2011 58 - Expiration

of rights 0 -1,807,056

Kallisto Energy Corp. Common Shares Lore, Robyn Henry 3, 4, 5 12/01/2011 90 0.67 1,672,770 -89,550 Kallisto Energy Corp. Common Shares Lore, Robyn Henry 3, 4, 5 12/01/2011 90 0.67 825,800 89,550 Keegan Resources Inc. Options de Groot, Marcel H. 4 17/03/2011 50 195,000 50,000 Keegan Resources Inc. Common Shares Fretwell, Gordon 4 20/01/2010 51 0.92 195,300 200,000 Keegan Resources Inc. Common Shares Fretwell, Gordon 4 21/03/2011 10 8.49 189,300 -6,000 Keegan Resources Inc. Options Fretwell, Gordon 4 20/01/2010 51 0.92 70,000 -200,000 Keegan Resources Inc. Options Fretwell, Gordon 4 17/03/2011 50 8 165,000 50,000 Keegan Resources Inc. Common Shares Haslinger, Richard Josef 5 21/03/2011 10 8.6 65,000 -5,000 Keegan Resources Inc. Options McLeod, Robert John 4 17/03/2011 50 8 145,000 50,000 Keegan Resources Inc. Options Ricci, Antonio 4, 5 17/03/2011 50 250,000 50,000 Keegan Resources Inc. Options Tagami, Maurice Alan 5 17/03/2011 50 8 670,000 250,000 Keegan Resources Inc. Options Wallace, Shawn 4, 5 17/03/2011 50 720,000 250,000 Killam Properties Inc. Common Shares Crowell, Pamela Florence 5 18/03/2011 10 10.43 0 -5,000 Killam Properties Inc. Common Shares Crowell, Pamela Florence 5 22/03/2011 51 9.92 1,250 1,250 Killam Properties Inc. Common Shares Crowell, Pamela Florence 5 22/03/2011 51 9.6 7,083 5,833 Killam Properties Inc. Options Crowell, Pamela Florence 5 22/03/2011 51 9.92 41,250 -1,250 Killam Properties Inc. Options Crowell, Pamela Florence 5 22/03/2011 51 9.6 35,417 -5,833 Killam Properties Inc. Common Shares McLean, Mike 5 23/03/2011 51 5.32 12,667 4,167 Killam Properties Inc. Options McLean, Mike 5 23/03/2011 51 5.32 34,583 -4,167 Killam Properties Inc. Common Shares Reti, George 4 22/03/2011 51 8.16 45,875 14,000 Killam Properties Inc. Options Reti, George 4 22/03/2011 51 8.16 62,000 -14,000 Kinross Gold Corporation Common Shares Brough, John A. 4 23/03/2011 10 16.06 7,291 875 Kinross Gold Corporation Common Shares Brough, John A. 4 24/03/2011 10 16.34 8,216 925 Kinross Gold Corporation Common Shares Brough, John A. 4 25/03/2011 10 16.13 13,416 5,200 Kinross Gold Corporation Warrants Brough, John A. 4 23/03/2011 10 3 15,000 -5,000 Kinross Gold Corporation Warrants Brough, John A. 4 24/03/2011 10 3.15 10,000 -5,000 Kinross Gold Corporation Common Shares Clark, Richard Peter 4 15/03/2011 90 1,670,732 -500,000 Kinross Gold Corporation Common Shares Clark, Richard Peter 4 15/03/2011 90 1,170,732 -500,000 Kinross Gold Corporation Common Shares Clark, Richard Peter 4 17/03/2011 90 -1,000,000 Kinross Gold Corporation Common Shares Clark, Richard Peter 4 18/03/2011 90 670,732 -500,000 Kinross Gold Corporation Common Shares Clark, Richard Peter 4 03/11/2010 00 Kinross Gold Corporation Common Shares Clark, Richard Peter 4 15/03/2011 90 500,000 500,000 Kinross Gold Corporation Common Shares Clark, Richard Peter 4 17/03/2011 90 1,000,000 Kinross Gold Corporation Common Shares Clark, Richard Peter 4 17/03/2011 10 14.5 0 -500,000 Kinross Gold Corporation Common Shares Clark, Richard Peter 4 18/03/2011 10 14.6 -500,000 -500,000 Kinross Gold Corporation Common Shares Clark, Richard Peter 4 18/03/2011 90 0 500,000 Kirkcaldy Capital Corp. Options Atkinson, Michael James 4, 5 25/01/2011 00 Kirkcaldy Capital Corp. Options Atkinson, Michael James 4, 5 18/03/2011 50 0.2 50,000 50,000 Kirkcaldy Capital Corp. Options Graham, Richard 4 25/01/2011 00 Kirkcaldy Capital Corp. Options Graham, Richard 4 18/03/2011 50 0.2 50,000 50,000 Kirkcaldy Capital Corp. Common Shares Jiang, Leanna Ling Ling 1 25/01/2011 00 50,000

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3958


T/O Unit Price


Acquired/ Disposed

Kirkcaldy Capital Corp. Options Jiang, Leanna Ling Ling 1 25/01/2011 00 Kirkcaldy Capital Corp. Options Jiang, Leanna Ling Ling 1 25/01/2011 00 Kulczyk Oil Ventures Inc. Common Shares Akerfeldt, Stephen Carl 4 16/03/2011 00 Kulczyk Oil Ventures Inc. Options Akerfeldt, Stephen Carl 4 16/03/2011 00 Kulczyk Oil Ventures Inc. Options Akerfeldt, Stephen Carl 4 16/03/2011 10 0.6 510,000 510,000 KWG Resources Inc. Options Reid, Bruce 4 18/03/2011 50 0.1 2,685,000 500,000 KWG Resources Inc. Options Thomas, Cynthia Patricia 4 23/03/2011 50 0.115 2,750,000 750,000 Lake Shore Gold Corp. Common Shares Hallam, Frank 4 24/03/2011 10 0.5479 494,336 57,250 Lake Shore Gold Corp. Common Shares Hallam, Frank 4 24/03/2011 10 4.3269 -18,971 Lake Shore Gold Corp. Common Shares Hallam, Frank 4 24/03/2011 10 4.3269 475,365 -18,971 Lake Shore Gold Corp. Options Hallam, Frank 4 24/03/2011 51 0.5479 433,500 -57,250 Lakeside Steel Inc. (formerly Added Capital Corp.)

Common Shares Grant, William Stanley 4 21/03/2011 10 0.51 1,258,136 22,000

Lakeside Steel Inc. (formerly Added Capital Corp.)

Common Shares Grant, William Stanley 4 22/03/2011 10 0.51 1,267,136 9,000


Common Shares Lakeside Steel Inc. 1 23/03/2011 30 0.312 94,009 -6,410


Common Shares McMurray, Mark 7 15/03/2011 10 0.51 8,500


Common Shares McMurray, Mark 7 15/03/2011 10 0.51 9,500


Common Shares McMurray, Mark 7 16/03/2011 46 45,722 10,000


Common Shares McMurray, Mark 7 18/03/2011 10 0.51 54,222 8,500


Common Shares McMurray, Mark 7 18/03/2011 10 0.51 63,722 9,500


Common Shares Roik, Christopher Meredith 7 15/03/2011 46 0.52 80,000 40,000

Lara Exploration Ltd. Common Shares King, Byron 4 20/12/2010 00 Lara Exploration Ltd. Common Shares King, Byron 4 17/03/2011 11 1.35 15,000 15,000 LAURENTIAN BANK OF CANADA

Common Shares Hurtubise, Paul 5 17/03/2011 51 31.8 3,829 1,400

LAURENTIAN BANK OF CANADA

Common Shares Hurtubise, Paul 5 24/03/2011 10 50.98 2,829 -1,000


Common Shares Hurtubise, Paul 5 24/03/2011 10 50.97 2,629 -200






Droits à la plus value-DPVA/Stock Appreciation Rights-SARs

Hurtubise, Paul 5 17/03/2011 59 5,000 -7,500


Droits à la plus value-DPVA/Stock Appreciation Rights-SARs

Hurtubise, Paul 5 17/03/2011 59 2,500 -2,500


Options Hurtubise, Paul 5 17/03/2011 51 0 -1,400

Laurion Mineral Exploration Inc.

Common Shares Lanthier, Gerard 4 24/03/2011 10 0.085 581,000 -200,000

Laurion Mineral Exploration Inc.

Common Shares Lanthier, Gerard 4 25/03/2011 10 0.085 0 -581,000

Leisure Canada Inc. Options Singer, Ronald 4 10/02/2011 00 Leisure Canada Inc. Options Singer, Ronald 4 10/03/2011 50 150,000 150,000 Leon's Furniture Limited Common Shares Leon, Terrence 5 18/03/2011 10 13.73 85,150 500 Leon's Furniture Limited Common Shares Leon, Terrence 5 21/03/2011 10 13.77 85,550 400 LEVON RESOURCES LTD. Common Shares Chin, Dorothy 5 17/03/2011 10 1.58 15,000 -5,000

LEVON RESOURCES LTD. Common Shares Chin, Dorothy 5 21/03/2011 10 1.65 12,000 -3,000

LEVON RESOURCES LTD. Common Shares Chin, Dorothy 5 21/03/2011 10 1.68 9,000 -3,000

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3959


T/O Unit Price


Acquired/ Disposed

LEVON RESOURCES LTD. Common Shares Chin, Dorothy 5 23/03/2011 10 1.6 0 -9,000

Lifebank Corp. Common Shares Seppala, John Douglas 4 17/03/2011 10 0.17 575,697 17,000 Lipari Energy, Inc. Options Geiger, Daniel 4 14/03/2011 00 Lipari Energy, Inc. Options Geiger, Daniel 4 14/03/2011 50 3.15 60,000 60,000 Lipari Energy, Inc. Restricted Shares Geiger, Daniel 4 14/03/2011 00 Lipari Energy, Inc. Restricted Shares Geiger, Daniel 4 14/03/2011 97 15,000 15,000 Lipari Energy, Inc. Options Liperote, Richard 4, 5 14/03/2011 00 Lipari Energy, Inc. Options Liperote, Richard 4, 5 14/03/2011 50 3.15 60,000 60,000 Lipari Energy, Inc. Restricted Shares Liperote, Richard 4, 5 14/03/2011 00 Lipari Energy, Inc. Restricted Shares Liperote, Richard 4, 5 14/03/2011 97 15,000 15,000 Lipari Energy, Inc. Options Warner, David 4 13/03/2011 00 Lipari Energy, Inc. Options Warner, David 4 14/03/2011 50 3.15 60,000 60,000 Lipari Energy, Inc. Restricted Shares Warner, David 4 13/03/2011 00 Lipari Energy, Inc. Restricted Shares Warner, David 4 14/03/2011 97 15,000 15,000 Liquor Stores N.A. Ltd. Common Shares Bereznicki, Henry Andrew 4 22/03/2011 10 15.6 132,150 -1,700 Liquor Stores N.A. Ltd. Common Shares Bereznicki, Henry Andrew 4 23/03/2011 10 15.5 122,100 -10,050 Liquor Stores N.A. Ltd. Options Corbett, Craig David 5 31/12/2010 00 Liquor Stores N.A. Ltd. Options Corbett, Craig David 5 23/03/2011 50 15.52 58,500 58,500 Liquor Stores N.A. Ltd. Common Shares Crook, Richard John 5 18/03/2011 10 15.53 136,449 -15,000 Liquor Stores N.A. Ltd. Options Crook, Richard John 5 31/12/2010 00 Liquor Stores N.A. Ltd. Options Crook, Richard John 5 23/03/2011 50 15.52 132,750 132,750 Liquor Stores N.A. Ltd. Options de Grace, Patrick John 5 31/12/2010 00 Liquor Stores N.A. Ltd. Options de Grace, Patrick John 5 23/03/2011 50 15.52 76,500 76,500 Liquor Stores N.A. Ltd. Options Morrow, Scott 5 02/02/2010 00 Liquor Stores N.A. Ltd. Options Morrow, Scott 5 23/03/2011 50 15.52 76,500 76,500 Loblaw Companies Limited Common Shares Currie, Gordon Andrew

McDonald4, 6 31/12/2010 30 2,933 21

Loblaw Companies Limited Common Shares Dart, Robert John 6 31/12/2010 30 5,189 106 Loblaw Companies Limited Common Shares Dart, Robert John 6 31/12/2010 30 903 22 Loblaw Companies Limited Common Shares Fell, Anthony S. 4 31/12/2010 30 76,084 1,084 Loblaw Companies Limited Common Shares Lacey, John Stewart 4 31/12/2010 30 3,007 64 Loblaw Companies Limited Common Shares Wetmore, John Donald 4 31/12/2010 30 10,356 223 Long Harbour Capital Corp. Common Shares Lee, Geoffrey Michael 4 23/03/2011 10 0.26 942,000 -5,000

Loyalist Group Limited Common Shares Newman, G. Michael 4 22/03/2011 10 0.11 50,000 20,000 Loyalist Group Limited Common Shares Ryu, Andrew Jong Soo 4, 5 24/03/2011 10 0.13 14,498,754 5,000 Loyalist Group Limited Common Shares Ryu, Andrew Jong Soo 4, 5 24/03/2011 10 0.155 14,501,754 3,000 Loyalist Group Limited Common Shares Ryu, Andrew Jong Soo 4, 5 24/03/2011 10 0.175 14,502,754 1,000 MacDonald, Dettwiler and Associates Ltd.

(DSUs, DRSUs, SARs) Friedmann, Daniel 5 21/03/2011 59 19.42 479,334 -20,000

MacDonald, Dettwiler and Associates Ltd.

(DSUs, DRSUs, SARs) Iskander, Magued 7 21/03/2011 59 19.42 215,334 -18,333


(DSUs, DRSUs, SARs) Piche, Terrence 5 21/03/2011 59 41.23 103,001 -5,000










Common Shares Piche, Terrence 5 18/03/2011 10 51.8 26,181 -5,000




Common Shares Piche, Terrence 5 21/03/2011 57 33.78 24,662 3,481


Common Shares Piche, Terrence 5 21/03/2011 51 23 28,405 3,743


Common Shares Piche, Terrence 5 21/03/2011 51 23.8 43,405 15,000


Common Shares Piche, Terrence 5 21/03/2011 10 51.22 43,305 -100


Common Shares Piche, Terrence 5 21/03/2011 10 51.21 42,805 -500







Insider Reporting

April 1, 2011 (2011) 34 OSCB 3960


T/O Unit Price


Acquired/ Disposed


Common Shares Piche, Terrence 5 23/03/2011 10 52 21,211 -1,500


Options Piche, Terrence 5 21/03/2011 51 23 15,000 -3,743


Options Piche, Terrence 5 21/03/2011 51 23.8 0 -15,000

Macusani Yellowcake Inc. Common Shares Inwentash, Sheldon 6 24/03/2011 10 0.5093 378,000 250,000 MADALENA VENTURES INC

Common Shares Front Street Investment Management Inc.

3 21/03/2011 10 0.86 37,379,158 20,000

MADALENA VENTURES INC


3 22/03/2011 10 0.895 37,419,158 40,000

MADALENA VENTURES INC


3 23/03/2011 10 0.929 37,474,158 55,000

Magna International Inc. Rights Restricted Stock Units

Demel, Herbert Hubert 5 23/03/2011 56 50.3 88,832 440

Magna International Inc. Units Deferred Share Units

Eyton, J. Trevor 4 23/03/2011 56 49.52 2,191 11


Harris, Michael Deane 4 23/03/2011 56 49.52 105,065 528


Judge, Barbara Thomas 4 23/03/2011 56 49.52 25,831 130


Lataif, Louis Edward 4 23/03/2011 56 49.52 12,332 62

Magna International Inc. Rights Restricted Stock Units

Ossip, Alon Samuel 5 23/03/2011 56 48.52 13,061 21


Resnick, Donald 4 23/03/2011 56 49.52 15,761 79

Magna International Inc. Common Shares Stronach, Frank 4, 5 31/12/2010 10 52.001 -335,702 Magna International Inc. Common Shares Stronach, Frank 4, 5 31/12/2010 10 52.001 11,326,216 -355,702 Magna International Inc. Common Shares Stronach, Frank 4, 5 18/03/2011 10 50.326 11,271,000 -55,216 Magna International Inc. Common Shares Stronach, Frank 4, 5 21/03/2011 10 50.294 10,624,602 -646,398 Magna International Inc. Common Shares Stronach, Frank 4, 5 22/03/2011 10 50.247 10,619,456 -5,146 Magna International Inc. Common Shares Stronach, Frank 4, 5 24/03/2011 10 50.03 10,114,342 -505,114 Magna International Inc. Units Deferred Share

Units Vranitzky, Franz 4 23/03/2011 56 49.52 15,091 75


Worrall, Lawrence 4 23/03/2011 56 49.52 14,451 72

Magna Resources Ltd. Common Shares Greig, John Angus 4 15/02/2011 11 0.16 1,840,000 300,000 Magna Resources Ltd. Common Shares Greig, John Angus 4 25/03/2011 11 0.1 2,160,000 320,000 Magna Resources Ltd. Warrants Greig, John Angus 4 21/07/2008 00 Magna Resources Ltd. Warrants Greig, John Angus 4 15/02/2011 11 0.2 300,000 300,000 Major Drilling Group International Inc.

Common Shares Balser, David 5 18/03/2011 51 18.46 1,600 1,500

Major Drilling Group International Inc.

Common Shares Balser, David 5 18/03/2011 10 48.45 100 -1,500


Common Shares Balser, David 5 23/03/2011 37 300 200


Deferred Share Units Balser, David 5 23/03/2011 37 3,800


Deferred Share Units Balser, David 5 23/03/2011 37 5,700 3,800


Options Balser, David 5 18/03/2011 51 18.46 20,667 -1,500


Options Balser, David 5 23/03/2011 37 4,000


Options Balser, David 5 23/03/2011 37 24,667 4,000

















Insider Reporting

April 1, 2011 (2011) 34 OSCB 3961


T/O Unit Price


Acquired/ Disposed




Common Shares Breiner, Edward 4 23/03/2011 37 12,900 8,600


Options Breiner, Edward 4 23/03/2011 37 38,200 20,000










Common Shares Despres, Denis Leo 5 23/03/2011 37 5,700 3,800


Options Despres, Denis Leo 5 23/03/2011 37 30,000 20,000


Common Shares DESROSIERS, JEAN CLAUDE

4 23/03/2011 37 9,000 6,000


Options DESROSIERS, JEAN CLAUDE

4 23/03/2011 37 62,000 40,000


Options DESROSIERS, JEAN CLAUDE

4 23/03/2011 37 66,000 4,000


Common Shares Gibson, James Alexander 5 23/03/2011 37 4,500 3,000


Deferred Share Units Gibson, James Alexander 5 23/03/2011 37 4,000


Deferred Share Units Gibson, James Alexander 5 23/03/2011 37 6,000 4,000


Options Gibson, James Alexander 5 23/03/2011 37 6,668


Options Gibson, James Alexander 5 23/03/2011 37 60,669 6,668










Options Johnson, Patrick Kelly 5 23/03/2011 37 34,335 1,334










Common Shares Larocque, Denis Joseph 5 23/03/2011 37 18,000 12,000


Options Larocque, Denis Joseph 5 23/03/2011 37 195,000 50,000












Common Shares McGuire, Francis Phillip 4, 5 23/03/2011 37 24,090 16,060


Options McGuire, Francis Phillip 4, 5 23/03/2011 37 358,750 35,500



Insider Reporting

April 1, 2011 (2011) 34 OSCB 3962


T/O Unit Price


Acquired/ Disposed
















Deferred Share Units McLeod-Seltzer, Catherine 4 07/12/2010 00 181


Deferred Share Units McLeod-Seltzer, Catherine 4 23/03/2011 37 543 362


Options McLeod-Seltzer, Catherine 4 23/03/2011 37 60,000 40,000


Common Shares Morgan, Robert Joseph Henry James

5 23/03/2011 37 15,000 10,000



5 23/03/2011 10 15.9 14,900 -100



5 23/03/2011 37 15.91 13,900 -1,000



5 23/03/2011 10 15.95 12,300 -1,600



5 23/03/2011 10 15.96 12,200 -100



5 23/03/2011 10 15.97 11,300 -900



5 23/03/2011 10 15.99 9,600 -1,700



5 23/03/2011 10 16 -27,100 -36,700



5 23/03/2011 10 16.04 -28,900 -1,800



5 23/03/2011 10 16.05 -34,500 -5,600



5 23/03/2011 10 16.06 -36,900 -2,400



5 23/03/2011 10 16.07 -39,200 -2,300



5 23/03/2011 10 16.08 -43,900 -4,700



5 23/03/2011 10 16.09 -45,600 -1,700



5 23/03/2011 10 16.1 -66,400 -20,800



5 23/03/2011 10 16.11 -68,900 -2,500



5 23/03/2011 10 16.12 -69,100 -200



5 23/03/2011 10 16.13 -69,200 -100



5 23/03/2011 10 16.14 -73,100 -3,900



5 23/03/2011 10 16.15 -74,000 -900



5 23/03/2011 10 16.21 -75,000 -1,000



5 24/03/2011 51 14.03 -30,000 45,000



5 24/03/2011 51 10.98 15,000 45,000


Options Morgan, Robert Joseph Henry James

5 23/03/2011 37 30,000



5 23/03/2011 37 105,000 30,000



5 23/03/2011 37 30,000

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3963


T/O Unit Price


Acquired/ Disposed



5 23/03/2011 37 135,000 30,000



5 23/03/2011 37 50,000



5 23/03/2011 37 185,000 50,000



5 23/03/2011 37 40,000



5 23/03/2011 37 225,000 40,000



5 24/03/2011 51 14.03 180,000 -45,000



5 24/03/2011 51 10.98 135,000 -45,000


Common Shares Newburn, Robert John 5 23/03/2011 37 6,501 4,334


Deferred Share Units Newburn, Robert John 5 23/03/2011 37 3,000 2,000


Options Newburn, Robert John 5 23/03/2011 37 130,000 30,000










Options Pisto, Larry 7 23/03/2011 37 13,500 1,400










Common Shares Rennie, Janice Gaye 4 23/03/2011 37 3,300 2,200


Deferred Share Units Rennie, Janice Gaye 4 01/02/2011 97 41.23 378 273


Deferred Share Units Rennie, Janice Gaye 4 23/03/2011 37 1,134 756


Options Rennie, Janice Gaye 4 23/03/2011 37 60,000 40,000


Options Triggs, Andrew 7 23/03/2011 37 18,000 4,000










Options Wiebe, Ed 7 23/03/2011 40 12,667 4,000


Options Wiebe, Ed 7 23/03/2011 37 18,001 5,334


Options Wiebe, Ed 7 23/03/2011 37 26,001 8,000


Common Shares Zurel, Jo Mark 4 23/03/2011 37 30,000 20,000


Options Zurel, Jo Mark 4 23/03/2011 37 66,200 40,000







Insider Reporting

April 1, 2011 (2011) 34 OSCB 3964


T/O Unit Price


Acquired/ Disposed

Mandalay Resources Corporation

Options Hetrick, John Martin 5 27/03/2011 50 0.56 325,000 150,000

Mandalay Resources Corporation

Options Sander, Mark VanDyke 5 11/03/2011 50 975,000 375,000

Manitok Energy Inc. Common Shares de Freitas, Timothy 5 07/03/2011 97 178,748 37,500 Manitok Energy Inc. Common Shares de Freitas, Timothy 5 08/07/2010 00 Manitok Energy Inc. Common Shares de Freitas, Timothy 5 07/03/2011 97 12,500 12,500 Mantis Mineral Corp. Common Shares Gosselin, Dan 4 22/03/2011 10 25,000 -25,000 Maple Leaf Foods Inc. Common Shares Miyashita, Bruce 5 01/06/2007 51 8.63 150,000 Maple Leaf Foods Inc. Common Shares Miyashita, Bruce 5 01/06/2007 51 8.63 125,000 Maple Leaf Foods Inc. Common Shares Miyashita, Bruce 5 01/06/2007 51 8.63 150,000 125,000 Maple Leaf Foods Inc. Options Employee Miyashita, Bruce 5 01/06/2007 52 8.63 -150,000 Maple Leaf Foods Inc. Options Employee Miyashita, Bruce 5 01/06/2007 52 8.63 -125,000 Maple Leaf Foods Inc. Options Employee Miyashita, Bruce 5 01/06/2007 51 8.63 261,595 -125,000 Marathon Gold Corporation Common Shares Frank, James D. 4 22/03/2011 10 1.62 355,000 20,000

Marauder Resources East Coast Inc.

Common Shares Loewen, John Chester 4, 7, 5 17/03/2011 46 0.05 1,675,000 1,000,000


Common Shares Murphy, Michael Tikal 5 17/03/2011 46 0.05 2,525,000 2,000,000


Common Shares Shields, Robert Vance 4, 5 17/03/2011 46 0.05 8,235,411 2,000,000

March Networks Corporation Common Shares PAYNE, NETTLETON SWITZER

5 15/03/2011 10 3.21 6,000 3,000

Marketvision Direct, Inc. Common Shares Inwentash, Sheldon 3 18/03/2011 10 0.4 4,218,000 218,000 Marret Multi-Strategy Income Fund

Trust Units Class F Allan, Barry 7 18/03/2011 00 13,000

Marret Multi-Strategy Income Fund



Trust Units Class F Allan, Barry 7 18/03/2011 00






Trust Units Class F Units Sandhu, Herpal Singh 7 18/03/2011 00 1,250


Trust Units Class F Units Spain, Marcus 7 18/03/2011 00 1,665


Trust Units Class F Units Spain, Marcus 7 18/03/2011 00 2,641

Matamec Explorations Inc. Common Shares Inwentash, Sheldon 3, 6 24/03/2011 10 0.45 11,400,001 250,000 Mawson Resources Limited Common Shares Sentient Executive GP III,

Limited (for the general partner of Sentient Global Resources Fund III, L.P.)

3 15/03/2011 11 0 -5,000,000

Mawson Resources Limited Warrants Sentient Executive GP III, Limited (for the general partner of Sentient Global Resources Fund III, L.P.)

3 15/03/2011 11 0 -2,500,000

Mawson Resources Limited Common Shares Sentient Executive GP III, Ltd. (for the GP of Sentient Global Resources Fund III, L.P. and SGRF III Parallel I, L.P.)

3 15/03/2011 00 5,000,000


3 15/03/2011 10 1.289 5,089,700 89,700


3 16/03/2011 10 1.661 5,117,200 27,500

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3965


T/O Unit Price


Acquired/ Disposed


3 17/03/2011 10 1.7435 5,173,000 55,800

Mawson Resources Limited Warrants Sentient Executive GP III, Ltd. (for the GP of Sentient Global Resources Fund III, L.P. and SGRF III Parallel I, L.P.)

3 15/03/2011 00 2,500,000

Mawson West Ltd. Ordinary Shares Anvil Mining Investments Limited

3 21/03/2011 00 20,676,500

Mawson West Ltd. Options Asquith, Jonathan Neil 4, 5 21/03/2011 00 150,000 Mawson West Ltd. Ordinary Shares Asquith, Jonathan Neil 4, 5 21/03/2011 00 875,000 Mawson West Ltd. Options Frances, David John 4, 5 21/03/2011 00 1,187,500 Mawson West Ltd. Ordinary Shares Frances, David John 4, 5 21/03/2011 00 905,000 Mawson West Ltd. Ordinary Shares Lawlor, Michael David 4 21/03/2011 00 32,500 Mawson West Ltd. Options Lloyd, Anthony 4 21/03/2011 00 225,000 Mawson West Ltd. Ordinary Shares Lloyd, Anthony 4 21/03/2011 00 425,000 Mawson West Ltd. Ordinary Shares Pacific Road Holdings NV 3 21/03/2011 00 14,291,633

Mawson West Ltd. Options Stowell, Mark Hilton 4 21/03/2011 00 762,500 Mawson West Ltd. Ordinary Shares Stowell, Mark Hilton 4 21/03/2011 00 1,901,250 Mawson West Ltd. Ordinary Shares Stowell, Mark Hilton 4 21/03/2011 00 1,269,615 Mawson West Ltd. Options Zamudio, Glenn David 4, 5 21/03/2011 00 737,500 Mawson West Ltd. Ordinary Shares Zamudio, Glenn David 4, 5 21/03/2011 00 476,250 Mawson West Ltd. Ordinary Shares Zamudio, Glenn David 4, 5 21/03/2011 00 275,000 MAYA GOLD & SILVER INC.

Common Shares Mokaddem, Noureddine 5 18/03/2011 16 0.45 1,466,666 666,666

MAYA GOLD & SILVER INC.

Options Mokaddem, Noureddine 5 22/03/2011 50 0.45 350,000 100,000

MAYA GOLD & SILVER INC.

Warrants Mokaddem, Noureddine 5 18/03/2011 16 0.7 1,466,666 666,666

Mazorro Resources Inc. Common Shares Bowes, Gregory B. 4 16/03/2011 51 0.1 460,000 200,000 Mazorro Resources Inc. Options Bowes, Gregory B. 4 16/03/2011 51 0.1 -200,000 Mazorro Resources Inc. Warrants Bowes, Gregory B. 4 16/03/2011 54 0.1 30,000 -200,000 McCoy Corporation Common Shares Watts, Thomas Alan 5 27/03/2011 30 1.96 15,839 6,134 McCoy Corporation Common Shares Young, Herman Schaefer 6 22/03/2011 10 3.9 12,500 9,000 Mediagrif Interactive Technologies Inc.

Common Shares Lampron, Richard 5 21/03/2011 10 11.74 28,415 3,400

Mediagrif Interactive Technologies Inc.

Common Shares Lampron, Richard 5 21/03/2011 10 11.74 33,515 5,100

MEG Energy Corp. Common Shares Carrothers, Ian Scott 5 15/03/2011 00 1,000 MEG Energy Corp. Options Carrothers, Ian Scott 5 15/03/2011 00 8,744 MEG Energy Corp. Restricted Share Units Carrothers, Ian Scott 5 15/03/2011 00 1,805 MEG Energy Corp. Options NEARING, John William 5 15/03/2011 00 7,546 MEGA Brands Inc. Common Shares Bertrand, Vic 4, 5 29/09/2009 99 35,815 -125 MEGA Brands Inc. Common Shares Di Iorio, Nicola 4 20/05/2008 00 MEGA Brands Inc. Common Shares Di Iorio, Nicola 4 20/05/2008 00 680 Mega Uranium Ltd. Common Shares Inwentash, Sheldon 3, 4 18/03/2011 11 1.1 2,638,100 500,000 Mega Uranium Ltd. Warrants Inwentash, Sheldon 3, 4 18/03/2011 11 725,000 250,000 Merus Labs International Inc. Common Shares DiCapo, Pasquale 3 22/03/2011 00

Merus Labs International Inc. Common Shares DiCapo, Pasquale 3 22/03/2011 16 0.2 2,250,000 2,250,000

Merus Labs International Inc. Warrants DiCapo, Pasquale 3 22/03/2011 00

Merus Labs International Inc. Warrants DiCapo, Pasquale 3 22/03/2011 16 0.2 1,047,500 1,047,500


Merus Labs International Inc. Warrants DiCapo, Pasquale 3 22/03/2011 00


Merus Labs International Inc. Common Shares Green, Penny Olga 4, 5 21/03/2011 11 0.149 200,000 -1,200,000

Merus Labs International Inc. Common Shares sheldon, donald r. 4 21/03/2011 10 0.19 1,578,286 -1,000

Merus Labs International Inc. Common Shares sheldon, donald r. 4 21/03/2011 10 0.18 1,558,286 -20,000

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3966


T/O Unit Price


Acquired/ Disposed

Metals Creek Resources Corp.

Warrants Inwentash, Sheldon 3 24/03/2011 90 0 -1,000,000


Warrants Inwentash, Sheldon 3 24/03/2011 90 1,500,000 1,000,000


Options MacIsaac, Michael 5 10/03/2011 10 0.235 200,000


Options MacIsaac, Michael 5 10/03/2011 50 0.235 757,500 200,000


Options Stares, Alexander 4 10/03/2011 10 0.235 200,000


Options Stares, Alexander 4 10/03/2011 50 0.235 757,500 200,000


Options Tsimidis, Nick 4, 5 11/03/2011 50 320,000 100,000

MethylGene Inc. Common Shares Cherney, Richard 5 25/03/2011 10 0.145 76,500 60,000 MethylGene Inc. Common Shares Drutz, David 4 25/03/2011 10 0.165 80,000 20,000 MethylGene Inc. Common Shares Drutz, David 4 25/03/2011 10 0.218 160,000 80,000 MethylGene Inc. Common Shares Godbout, Martin 4 25/03/2011 10 0.195 89,500 38,500 MethylGene Inc. Common Shares Godbout, Martin 4 25/03/2011 10 0.2 101,000 11,500 MethylGene Inc. Common Shares Grubsztajn, Charles 5 25/03/2011 10 0.22 65,000 62,500 MethylGene Inc. Common Shares Grubsztajn, Charles 5 25/03/2011 10 0.225 102,500 37,500 Metro inc. Unités d'actions

différées/Deferred Stock Units

DESERRES, MARC 4 28/04/2010 97 7,062

Metro inc. Unités d'actions différées/Deferred Stock Units

DESERRES, MARC 4 28/04/2010 97 7,062 7,062


Dussault, Claude 4 28/04/2010 97 7,886


Dussault, Claude 4 28/04/2010 97 7,886 7,886


Ferland, Serge 4 28/04/2010 97 9,758


Ferland, Serge 4 28/04/2010 97 9,758 9,758


Gauthier, Paule 4 28/04/2010 97 5,978


Gauthier, Paule 4 28/04/2010 97 5,978 5,978


Gobeil, Paul 4 28/04/2010 97 3,812


Gobeil, Paul 4 28/04/2010 97 3,812 3,812


HAUB, Christian W.E. 4 28/04/2010 97 6,059


HAUB, Christian W.E. 4 28/04/2010 97 6,059 6,059


Labonté, Michel 4 28/04/2010 97 4,276


Labonté, Michel 4 28/04/2010 97 4,276 4,276


LESSARD, Pierre H. 4, 5 28/04/2010 97 6,288


LESSARD, Pierre H. 4, 5 28/04/2010 97 6,288 6,288


Nadeau, Marie-Jose 4 28/04/2010 97 2,832

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3967


T/O Unit Price


Acquired/ Disposed


Nadeau, Marie-Jose 4 28/04/2010 97 2,832 2,832


Paupe, Christian 4 28/04/2010 97 143


Paupe, Christian 4 28/04/2010 97 143 143


Raymond, Réal 4 28/04/2010 97 2,819


Raymond, Réal 4 28/04/2010 97 2,819 2,819


Rosicki, Michael 4 28/04/2010 97 1,405


Rosicki, Michael 4 28/04/2010 97 1,405 1,405

Metropolitan Mining Inc. Common Shares Good, Douglas Francis Good

5 15/03/2011 10 0.1278 395,000 -35,000

Mexivada Mining Corp. Common Shares Redfern, Richard Robert 3, 4, 5 15/03/2011 10 0.1235 5,315,114 15,000 Mexivada Mining Corp. Common Shares Redfern, Richard Robert 3, 4, 5 22/03/2011 10 0.125 5,316,114 1,000 Middlefield Tactical Energy Corporation

Units OilSands Canada 1 18/03/2011 38 5.89 900 900

Middlefield Tactical Energy Corporation

Units OilSands Canada 1 18/03/2011 38 0 -900

Midlands Minerals Corporation

Common Shares Neelands, John Thomas 5 11/11/2010 00

Midlands Minerals Corporation

Common Shares Neelands, John Thomas 5 21/03/2011 10 0.235 62,000 62,000

Midway Gold Corp. Common Shares Schaudies, Fritz Kelsey 5 18/03/2011 00 Midway Gold Corp. Options Schaudies, Fritz Kelsey 5 18/03/2011 00 Migao Corporation Common Shares Smallbone, Sidney Randall 5 25/03/2011 10 7.08 2,600 1,500

Migao Corporation Common Shares Stauffer, Mark D. 4 23/03/2011 10 6.94 98,850 -8,900 Minati Capital Corp. Options Balderson, Geoffrey 3, 4, 5 17/03/2011 50 210,000 50,000 Minati Capital Corp. Options BLANCHFLOWER, JOHN

DOUGLAS5 25/02/2011 00 161,000

Miranda Technologies Inc. Deferred Share Unit / Unité d'action différée

Cantwell, Thomas 4 04/12/2004 00 8,571


Cantwell, Thomas 4 15/12/2010 56 13,739 5,168


Courville, Isabelle 4 13/12/2006 00 8,571


Courville, Isabelle 4 15/12/2010 56 13,739 5,168


Nickerson, Terry 4 25/01/2006 00 6,571


Nickerson, Terry 4 15/12/2010 56 11,739 5,168


Whittingham, Patrick Gerald 4 08/12/2005 00 8,571


Whittingham, Patrick Gerald 4 15/12/2010 56 13,739 5,168

Mistango River Resources Inc.

Common Shares McKean, Diane D. 5 23/03/2011 37 54,750 -164,250


Options option plan McKean, Diane D. 5 24/03/2011 37 18,750 -56,250


Options option plan McKean, Diane D. 5 24/03/2011 52 0.45 8,750 -10,000

MLB Industries Inc. Common Shares Ray, Lisa 3 15/03/2011 10 15,900,000 -200,000 Mooncor Oil & Gas Corp. (formerly DVD Investments Limited)

Options (Incentive Stock Options)

DiGenova, Mario 4 24/12/2008 50 462,500 100,000

Mooncor Oil & Gas Corp. (formerly DVD Investments Limited)


DiGenova, Mario 4 14/05/2009 50 537,500 75,000

Mooncor Oil & Gas Corp. (formerly DVD Investments Limited)


DiGenova, Mario 4 19/11/2010 50 601,250 63,750

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3968


T/O Unit Price


Acquired/ Disposed

Morguard Real Estate Investment Trust

Units NESBITT, MICHAEL FRANCIS BARRETT

4 21/03/2011 10 14.46 85,000 10,000

Morneau Shepell Inc. Common Shares Chisholm, Robert William 5 16/03/2011 10 10.19 47,771 10,000 MRF 2011 Resource Limited Partnership

Limited Partnership Units Brasseur, Murray 3 21/03/2011 15 25 52,457 6,244

NAL Energy Corporation Common Shares Wiswell, Andrew B. 4 31/12/2010 00 930 NAL Energy Corporation Common Shares Wiswell, Andrew B. 4 22/03/2011 30 12.65 947 17 Nass Valley Gateway Ltd. Common Shares Merfin Management Ltd 3 16/03/2011 10 0.05 11,135,500 50,000 Nass Valley Gateway Ltd. Common Shares Merfin Management Ltd 3 22/03/2011 10 0.075 11,115,500 -20,000 Nass Valley Gateway Ltd. Common Shares Merfin Management Ltd 3 22/03/2011 10 0.07 11,120,500 5,000 Nass Valley Gateway Ltd. Common Shares Merfin Management Ltd 3 23/03/2011 10 0.07 11,122,500 2,000 Nass Valley Gateway Ltd. Common Shares Peter, Dieter Wolf 4, 5 17/03/2011 10 0.07 3,115,000 5,000 Nass Valley Gateway Ltd. Common Shares Peter, Dieter Wolf 4, 5 21/03/2011 10 0.04 3,180,000 65,000 Nass Valley Gateway Ltd. Common Shares Peter, Dieter Wolf 4, 5 22/03/2011 10 0.08 3,200,000 20,000 Nass Valley Gateway Ltd. Common Shares Peter, Dieter Wolf 4, 5 23/03/2011 10 0.04 3,205,000 5,000 Natcore Technology Inc. Common Shares Flood, Dennis Jack 5 23/03/2011 10 1.23 64,000 -6,000 Natcore Technology Inc. Common Shares Flood, Dennis Jack 5 23/03/2011 10 1.22 60,000 -4,000 National Bank of Canada Common Shares Cieslak, John Bernard 5 31/12/2010 30 61.816 13,666 215 National Bank of Canada Unités d'actions différées

(UAD) / (DSU) Cieslak, John Bernard 5 31/12/2010 35 12,590 234

National Bank of Canada Unités d'actions assujetties à des restrictions (UAR) /(RUS)

Curadeau-Grou, Patricia 5 31/12/2010 35 8,818 430

National Bank of Canada Unités d'actions assujetties à un critère de performance


National Bank of Canada Unités d'actions différées (UAD) / (DSU)


National Bank of Canada Common Shares Dagenais, Jean 5 31/12/2010 30 61.64 4,382 249 National Bank of Canada Common Shares Jeanniot, Lynn 5 31/12/2010 30 61.816 1,743 331 National Bank of Canada Common Shares Laflamme, Éric 5 18/03/2011 51 34.87 1,740 1,740 National Bank of Canada Common Shares Laflamme, Éric 5 18/03/2011 10 77 0 -1,740 National Bank of Canada Options Laflamme, Éric 5 18/03/2011 51 34.87 47,842 -1,740 National Bank of Canada Common Shares Legris, Alain 5 31/12/2010 30 61.816 3,503 138 National Bank of Canada Common Shares Legris, Alain 5 23/03/2011 51 34.87 6,369 2,866 National Bank of Canada Common Shares Legris, Alain 5 23/03/2011 51 58.49 9,932 3,563 National Bank of Canada Common Shares Legris, Alain 5 23/03/2011 51 53.85 13,616 3,684 National Bank of Canada Common Shares Legris, Alain 5 23/03/2011 10 76.128 10,750 -2,866 National Bank of Canada Common Shares Legris, Alain 5 23/03/2011 10 76.189 7,187 -3,563 National Bank of Canada Common Shares Legris, Alain 5 23/03/2011 10 76.12 3,503 -3,684 National Bank of Canada Options Legris, Alain 5 23/03/2011 51 34.87 34,554 -2,866 National Bank of Canada Options Legris, Alain 5 23/03/2011 51 58.49 30,991 -3,563 National Bank of Canada Options Legris, Alain 5 23/03/2011 51 53.85 27,307 -3,684 National Bank of Canada Unités d'actions

assujetties à des restrictions (UAR) /(RUS)

Lévesque, Réjean 5 31/12/2010 35 8,818 256


Lévesque, Réjean 5 31/12/2010 35 9,381 148


Lévesque, Réjean 5 31/12/2010 35 11,848 148

National Bank of Canada Unités d'actions assujetties à des restrictions (UAR) /(RUS)

Paiement, Luc 7 31/12/2010 35 5,295 360


Paiement, Luc 7 31/12/2010 35 23,059 368


Paiement, Luc 7 31/12/2010 35 17,851 388

National Bank of Canada Common Shares Pascoe, Ricardo 5 31/12/2006 30 61.761 1,486 National Bank of Canada Common Shares Pascoe, Ricardo 5 31/12/2006 30 61.761 1,486 404 National Bank of Canada Common Shares Pascoe, Ricardo 5 31/12/2010 30 61.816 740 National Bank of Canada Common Shares Pascoe, Ricardo 5 31/12/2010 30 61.816 740 National Bank of Canada Common Shares Vachon, Louis 4, 5 31/12/2010 30 61.816 24,904 719 National Bank of Canada Unités d'actions

assujetties à des restrictions (UAR) /(RUS)

Vachon, Louis 4, 5 31/12/2010 35 37,791 1,844


Vachon, Louis 4, 5 31/12/2010 35 41,681 659

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3969


T/O Unit Price


Acquired/ Disposed

NEMASKA EXPLORATION INC.

Common Shares Bourassa, guy georges 4, 5 22/03/2011 10 0.48 1,431,001 1,000

Neo Material Technologies Inc.

Options Ang, Anne Yin 5 16/03/2011 50 78,333 50,000


Options Bedford, Geoffrey Ralph 5 16/03/2011 50 321,837 126,565


Options Caldwell, Alexander Donald 5 16/03/2011 50 58,500 50,000


Options Doolan, Michael Frederick 5 16/03/2011 50 7.55 437,172 100,000


Options Doolan, Michael Frederick 5 16/03/2011 50 7.55 463,737 26,565


Options HOGAN, JEFFREY ROBERT

7 16/03/2011 50 140,000 50,000


Options Karayannopoulos, Constantine Efthymios

4, 5 16/03/2011 50 1,005,460 247,725


Options Psaras, Dimitrios 5 16/03/2011 50 100,000 50,000


Options Song, Shannon Yun 5 16/03/2011 50 368,832 124,590


Options Varah, Jeffrey Howard 5 16/03/2011 50 75,000 50,000

New Dimension Resources Ltd.

Common Shares McLeod, Donald Bruce 4, 5 22/03/2011 16 0.2 550,500 150,000


Common Shares McLeod, Donald Bruce 4, 5 22/03/2011 16 0.2 130,000 100,000


Warrants McLeod, Donald Bruce 4, 5 22/03/2011 16 0.2 200,000 150,000


Warrants McLeod, Donald Bruce 4, 5 22/03/2011 16 0.2 100,000 100,000

New Gold Inc. Common Shares Marshall, John 5 21/03/2011 51 2.71 30,000 30,000 New Gold Inc. Common Shares Marshall, John 5 21/03/2011 51 4.39 60,000 30,000 New Gold Inc. Common Shares Marshall, John 5 21/03/2011 10 10.63 0 -60,000 New Gold Inc. Options Marshall, John 5 21/03/2011 51 2.71 277,000 -30,000 New Gold Inc. Options Marshall, John 5 21/03/2011 51 4.39 247,000 -30,000 New Gold Inc. Common Shares O'Shea, Barry Patrick 5 18/01/2010 00 New Gold Inc. Common Shares O'Shea, Barry Patrick 5 22/03/2011 51 4.39 20,000 20,000 New Gold Inc. Common Shares O'Shea, Barry Patrick 5 22/03/2011 10 10.45 0 -20,000 New Gold Inc. Options O'Shea, Barry Patrick 5 22/03/2011 51 4.39 170,000 -20,000 New Gold Inc. Common Shares Portmann, Hannes Philip 5 22/03/2011 10 10.349 2,800 1,400 New Gold Inc. Common Shares Threlkeld, Raymond

Wesley 4 21/03/2011 10 10.725 213,961 -48,259

New Gold Inc. Common Shares Threlkeld, Raymond Wesley

4 21/03/2011 10 10.7 202,740 -11,221

New Gold Inc. Common Shares Threlkeld, Raymond Wesley

4 21/03/2011 10 10.73 201,220 -1,520

New Look Eyewear Inc. Common Shares Class A Boulanger, Claire 5 23/03/2011 51 15,800 6,667

New Look Eyewear Inc. Common Shares Class A Boulanger, Claire 5 25/03/2011 99 14,133 -1,667

New Look Eyewear Inc. Options Boulanger, Claire 5 23/03/2011 51 10,000 -6,667 New Look Eyewear Inc. Options Boulanger, Claire 5 25/03/2011 99 11,667 1,667 New Look Eyewear Inc. Common Shares Class A Deschamps, Jean-Luc 5 22/03/2011 51 25,000 10,000

New Look Eyewear Inc. Options Deschamps, Jean-Luc 5 22/03/2011 51 5.4 165,000 -10,000 Newfoundland Capital Corporation Limited

SARs (Share Appreciation Rights)

Murray, David Justin 5 24/03/2011 59 6.75 150,000 -60,000

Newfoundland Capital Corporation Limited


Warr, Donald James 4 24/03/2011 59 6.75 0 -3,750

Newfoundland Capital Corporation Limited


Weatherby, Scott G.M. 5 24/03/2011 59 6.75 0 -75,000

NewGrowth Corp. Common Shares Class A Capital

McChesney, Brian David 4 24/03/2011 54 11,200 5,600

NewGrowth Corp. Preferred Shares Class B, Series 2

McChesney, Brian David 4 19/06/1992 00

NewGrowth Corp. Preferred Shares Class B, Series 2

McChesney, Brian David 4 24/03/2011 54 5,600 5,600

NewGrowth Corp. Warrants McChesney, Brian David 4 24/03/2011 54 41.57 0 -5,600 Nexen Inc. Common Shares Addy, Peter David 7 31/12/2010 30 22.47 2,830 4 Nexen Inc. Common Shares Addy, Peter David 7 28/09/2007 00 Nexen Inc. Common Shares Addy, Peter David 7 31/12/2010 30 14.21 736 736 Nexen Inc. Common Shares Arnold, James Theodore 5 24/03/2011 97 25.57 20,000 7,000 Nexen Inc. Common Shares Arnold, James Theodore 5 31/12/2010 30 22.61 3,750 2,523

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3970


T/O Unit Price


Acquired/ Disposed

Nexen Inc. Common Shares Backus, Jeffrey Michael 5 24/03/2011 97 25.57 11,330 3,000 Nexen Inc. Common Shares Backus, Jeffrey Michael 5 01/03/2010 90 2,392 -76 Nexen Inc. Common Shares Backus, Jeffrey Michael 5 31/12/2010 30 22.48 3,586 1,194 Nexen Inc. Common Shares Backus, Jeffrey Michael 5 01/03/2010 90 3,809 76 Nexen Inc. Common Shares Backus, Jeffrey Michael 5 31/12/2010 30 21.56 3,844 35 Nexen Inc. Common Shares Beingessner, Rick Craig 5 31/12/2010 30 22.47 13,855 2,094 Nexen Inc. Common Shares Beingessner, Rick Craig 5 31/12/2010 30 21.74 5,764 53 Nexen Inc. Common Shares Dreisinger, Doug 5 31/12/2010 30 12 4 Nexen Inc. Common Shares Dreisinger, Doug 5 31/12/2010 30 12,202 411 Nexen Inc. Common Shares Fennell, Robert 7 31/12/2010 30 3,911 385 Nexen Inc. Common Shares Fox, Matthew Joseph 5 01/04/2010 00 Nexen Inc. Common Shares Fox, Matthew Joseph 5 24/03/2011 97 25.57 15,000 15,000 Nexen Inc. Common Shares Harvey, Lewis Trenear 7 31/12/2010 30 14.13 3,098 510 Nexen Inc. Common Shares Hughes, Catherine Jeanne 5 31/12/2010 30 8,361 61

Nexen Inc. Common Shares Hughes, Catherine Jeanne 5 24/03/2011 97 25.57 16,361 8,000

Nexen Inc. Common Shares Hughes, Catherine Jeanne 5 31/12/2010 30 22.31 2,020 1,620

Nexen Inc. Common Shares Hutchins, Geraldine Bernadette

7 31/12/2010 30 14.01 2,324 1,125

Nexen Inc. Common Shares Jenkins, Kevin John 4 31/12/2010 30 12,610 74 Nexen Inc. Common Shares Jensen, Richard George 7 24/03/2011 97 25.57 10,120 1,000 Nexen Inc. Common Shares Jensen, Richard George 7 31/12/2010 30 8,136 4,190 Nexen Inc. Common Shares Jensen, Richard George 7 31/12/2010 30 8,199 177 Nexen Inc. Common Shares McLachlan, Kevin J 7 24/03/2011 97 25.57 6,300 3,800 Nexen Inc. Common Shares McLachlan, Kevin J 7 31/12/2010 30 22.54 2,796 2,154 Nexen Inc. Common Shares McLachlan, Kevin J 7 31/12/2010 30 2,098 13 Nexen Inc. Common Shares Miller, Eric Bernard 5 31/12/2010 30 13,923 104 Nexen Inc. Common Shares Miller, Eric Bernard 5 24/03/2011 97 25.57 15,923 2,000 Nexen Inc. Common Shares Miller, Eric Bernard 5 31/12/2010 30 22.47 8,456 2,055 Nexen Inc. Common Shares Mooney, Alistair John 7 31/12/2010 30 21.61 19,158 1,745 Nexen Inc. Common Shares Mooney, Alistair John 7 31/12/2010 30 21.51 5,965 108 Nexen Inc. Common Shares Muller, Brendon Troy 5 31/12/2010 30 1,988 12 Nexen Inc. Common Shares Muller, Brendon Troy 5 24/03/2011 97 25.57 2,988 1,000 Nexen Inc. Common Shares Muller, Brendon Troy 5 31/12/2010 30 22.47 5,874 1,443 Nexen Inc. Common Shares Muller, Brendon Troy 5 31/12/2010 30 21.9 1,814 17 Nexen Inc. Common Shares Nieuwenburg, Gary

Hendricus 7, 5 24/03/2011 97 25.57 87,385 13,700

Nexen Inc. Common Shares Nieuwenburg, Gary Hendricus

7, 5 31/12/2010 30 22.47 29,528 2,973

Nexen Inc. Common Shares O'Brien, Alan 7 31/12/2010 30 14.02 4,765 785 Nexen Inc. Common Shares Oldham, Philip 7 31/12/2010 30 14.69 3,523 781 Nexen Inc. Common Shares Power, Una Marie 7, 5 31/12/2010 30 12,610 92 Nexen Inc. Common Shares Power, Una Marie 7, 5 24/03/2011 97 25.57 12,610 6,000 Nexen Inc. Common Shares Power, Una Marie 7, 5 31/12/2010 30 22.47 14,044 2,044 Nexen Inc. Common Shares Power, Una Marie 7, 5 31/12/2010 30 21.75 6,009 55 Nexen Inc. Common Shares Reinhart, Kevin Jerome 5 31/12/2010 30 21.27 47,042 222 Nexen Inc. Common Shares Reinhart, Kevin Jerome 5 24/03/2011 97 25.57 63,042 16,000 Nexen Inc. Common Shares Reinhart, Kevin Jerome 5 31/12/2010 30 21.74 1,596 15 Nexen Inc. Common Shares Reinhart, Kevin Jerome 5 31/12/2010 30 22.31 28,636 2,867 Nexen Inc. Common Shares Reinhart, Kevin Jerome 5 31/12/2010 30 21.74 4,223 38 Nexen Inc. Common Shares Reinsborough, Brian

Charles7 24/03/2011 30 9,046 701

Nexen Inc. Common Shares Roessel, Theresa Anne 7 24/03/2011 97 25.57 6,700 2,200 Nexen Inc. Common Shares Roessel, Theresa Anne 7 31/12/2010 30 22.49 2,637 1,002 Nexen Inc. Common Shares Roessel, Theresa Anne 7 31/12/2010 30 21.74 1,104 10 Nexen Inc. Common Shares Romanow, Marvin F. 4, 7, 5 31/12/2010 30 191,028 1,010 Nexen Inc. Common Shares Romanow, Marvin F. 4, 7, 5 31/12/2010 30 22.42 40,990 7,034 Nexen Inc. Common Shares Zaleschuk, Victor Jack 4 31/12/2010 30 21.74 48,744 229 Niko Resources Ltd. Common Shares Deboni, Walter 4 22/03/2011 10 90.99 17,550 -2,000 Northern Abitibi Mining Corp. Warrants Ebert, Shane William 4 19/03/2011 55 0.15 15,151 -75,000

Northern Abitibi Mining Corp. Warrants Jutras, Jean Pierre 4, 5 19/03/2011 55 0.15 181,862 -25,000

Northern Abitibi Mining Corp. Warrants O'Neill, Barbara Michele 5 19/03/2011 55 0.15 0 -25,000

Northland Power Inc. Common Shares Bertoldi, Linda Louise 4 01/01/2011 00 3,500 Northland Power Inc. Common Shares Bertoldi, Linda Louise 4 24/03/2011 10 16 6,600 3,100 Northquest Ltd. Common Shares BEACH, WAYNE 3 22/03/2011 10 1 2,407,285 4,000 Northquest Ltd. Common Shares BEACH, WAYNE 3 23/03/2011 10 1 2,409,785 2,500 NorthWest Healthcare Properties Real Estate Investment Trust

Deferred Units Brady, Michael 5 17/03/2010 00

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3971


T/O Unit Price


Acquired/ Disposed

NorthWest Healthcare Properties Real Estate Investment Trust

Deferred Units Brady, Michael 5 25/03/2011 46 11.69 9,261 9,261


Deferred Units Spraggs, Ernest 5 25/03/2010 00


Deferred Units Spraggs, Ernest 5 25/03/2011 46 11.69 13,830 13,830

NovaDx Ventures Corp. Common Shares Espig, Peter Edward 4 18/03/2011 10 0.45 410,000 10,000 NovaDx Ventures Corp. Common Shares Molnar, Dennis Maximilian 4 25/03/2011 54 0.1 2,822,000 300,000

NovaDx Ventures Corp. Warrants Molnar, Dennis Maximilian 4 25/03/2011 54 0 -300,000

Nuinsco Resources Limited Options Archibald, George Fraser 4 18/03/2011 50 1,550,000 300,000

Nuinsco Resources Limited Options Franklin, James 4 18/03/2011 50 550,000 200,000

Nuinsco Resources Limited Options Galipeau, René Réal 4, 5 18/03/2011 50 3,000,000 500,000

Nuinsco Resources Limited Options Guimaraes, Edmundo Gontardo

4 18/03/2011 50 650,000 200,000

Nuinsco Resources Limited Options HOLMES, WARREN 4, 5 18/03/2011 50 0.17 4,300,000 500,000

Nuinsco Resources Limited Options Jones, Paul, Latimer 5 18/03/2011 50 2,350,000 400,000

Nuinsco Resources Limited Options Mchaina, David Mhina 5 18/03/2011 50 1,025,000 200,000

Nuinsco Resources Limited Options Singer, Marvin Joseph 4 18/03/2011 50 0.17 650,000 200,000

Nuinsco Resources Limited Options Stokes, Sean Duncanson 5 18/03/2011 50 1,350,000 450,000

Nuinsco Resources Limited Options Sutcliffe, Alison Jayne 5 18/03/2011 50 900,000 200,000

Nuinsco Resources Limited Options Wardell, Bob 4 18/03/2011 50 2,150,000 550,000

NuLegacy Gold Corporation Common Shares Buckland, Charles Channing

3 15/03/2011 97 2,027,000 25,000

NuLegacy Gold Corporation Warrants Buckland, Charles Channing

3 15/03/2011 97 1,650,000 30,000

NUVISTA ENERGY LTD. Options Andreachuk, Ross Lloyd 5 17/03/2011 52 15.49 172,500 -6,500 NUVISTA ENERGY LTD. Common Shares Dalman, Steven Jon 5 18/03/2011 10 9.5 83,661 -10,000 NUVISTA ENERGY LTD. Options Dalman, Steven Jon 5 17/03/2011 52 15.49 231,600 -11,250 NUVISTA ENERGY LTD. Options Froese, Robert 5 17/03/2011 52 15.49 307,250 -13,750 NUVISTA ENERGY LTD. Options Froese, Robert 5 20/03/2011 52 14.35 282,250 -25,000 NUVISTA ENERGY LTD. Options McDavid, Douglas

Christopher 5 17/03/2011 52 15.49 246,750 -11,250

NUVISTA ENERGY LTD. Options McKinnon, Daniel Bert 5 17/03/2011 52 15.49 238,250 -11,250 NUVISTA ENERGY LTD. Options Truba, Joshua Thomas 5 17/03/2011 52 15.49 187,600 -6,250 Oculus Ventures Corporation Common Shares Class A Banks, Dorian 4, 5 14/03/2011 00 52,187

Oculus Ventures Corporation Common Shares Class A Croucher, David 4 15/03/2011 11 0.1 0 -100,000

Oculus Ventures Corporation Options Croucher, David 4 15/03/2011 52 0.1 0 -150,000

Olympia Financial Group Inc. Common Shares Bender, Lori Nadine 5 23/03/2011 90 4,464 -990

Olympia Financial Group Inc. Common Shares Bender, Lori Nadine 5 23/03/2011 90 4,349 -115

Olympia Financial Group Inc. Common Shares Bender, Lori Nadine 5 05/01/2004 00

Olympia Financial Group Inc. Common Shares Bender, Lori Nadine 5 23/03/2011 90 115 115

Olympia Financial Group Inc. Common Shares Bender, Lori Nadine 5 23/03/2011 11 3,469 -2,810

Olympia Financial Group Inc. Common Shares Bender, Lori Nadine 5 23/03/2011 90 4,459 990

Olympus Pacific Minerals Inc.

Common Shares Bell, Sarah Jane 5 22/03/2011 10 0.45 383,377 -16,622


Common Shares Dragon Capital Group Limited

3 21/03/2011 10 0.4925 42,791,060 -20,000


Options SETON, PAUL FREDERICK

6 22/03/2011 50 0.5742 1,416,146 1,145,833

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3972


T/O Unit Price


Acquired/ Disposed

Omega Advisors U.S. Capital Appreciation Fund

Class A Combined Units Doyle, Philip John William 7 25/02/2011 00

Omega Advisors U.S. Capital Appreciation Fund

Class A Combined Units Doyle, Philip John William 7 22/03/2011 15 10 1,000 1,000

OPAWICA EXPLORATIONS INC.

Options Lofthouse, Mark Allen 4 23/03/2011 00


Options Lofthouse, Mark Allen 4 23/03/2011 50 0.1 200,000


Options Lofthouse, Mark Allen 4 23/03/2011 50 0.1 100,000 100,000

OPEL Solar International Inc.

Common Shares Inwentash, Sheldon 6 03/03/2011 10 0.64 9,602,000 100,000

Open Range Energy Corp. Common Shares Winger, Harley Lewis 4 21/03/2011 15 2.85 97,458 20,000 Oro Mining Ltd. (formerly known as Oro Gold Resources Ltd.)

Common Shares Bahrey, Darren Greg 4, 5 21/03/2011 10 0.25 2,119,506 25,000

Orvana Minerals Corp. Common Shares Jespersen, Kent 4, 5 21/12/2010 10 3.84 -30,000 Orvana Minerals Corp. Common Shares Jespersen, Kent 4, 5 21/12/2010 10 3.75 53,000 -30,000 Orvana Minerals Corp. Common Shares Jespersen, Kent 4, 5 22/03/2011 47 2.95 65,000 -3,000 OSI Geospatial Inc. Common Shares North Sound Capital, LLC 3 22/09/2010 00 OSI Geospatial Inc. Common Shares North Sound Capital, LLC 3 22/09/2010 00 OSI Geospatial Inc. Common Shares North Sound Capital, LLC 3 22/03/2011 00 1,647,763 OSI Geospatial Inc. Common Shares North Sound Capital, LLC 3 22/03/2011 00 11,027,348 Osisko Mining Corporation Common Shares Coates, Bryan A. 5 01/01/2011 30 11.68 64,503 2,054

OTTERBURN VENTURES INC

Common Shares Hughes, Peter Robert 4, 5 18/03/2011 11 0.1 1,059,298 -900,000

PACIFIC & WESTERN CREDIT CORP.

Common Shares Mizzen, Scott Andrew 5 15/03/2011 00 5,488


Convertible Preferred Shares Class B Preferred Shares

Mizzen, Scott Andrew 5 15/03/2011 00 300


Options Mizzen, Scott Andrew 5 15/03/2011 00 4,400

Pacific North West Capital Corp.

Common Shares Barr, Harry 4, 5 15/03/2011 16 0.3 1,336,313 76,666


Common Shares Barr, Harry 4, 5 15/03/2011 10 0.25 2,175,500 -100,000


Warrants Barr, Harry 4, 5 15/03/2011 16 0.35 71,905 38,333


Common Shares Hop, Dennis Jay 4 01/10/2007 00


Common Shares Hop, Dennis Jay 4 15/03/2011 97 0.3 10,000


Common Shares Hop, Dennis Jay 4 15/03/2011 97 0.3 10,000


Common Shares Hop, Dennis Jay 4 15/03/2011 97 0.3 10,000 10,000


Warrants Hop, Dennis Jay 4 01/10/2007 00


Warrants Hop, Dennis Jay 4 15/03/2011 97 0.3 5,000 5,000


Common Shares Inwentash, Sheldon 3, 6 18/03/2011 11 0.3 1,500,000 500,000


Units Inwentash, Sheldon 3, 6 18/03/2011 11 0 -500,000


Warrants Inwentash, Sheldon 3, 6 05/11/2010 00


Warrants Inwentash, Sheldon 3, 6 18/03/2011 11 250,000 250,000

Pacific Rubiales Energy Corp.

Common Shares Volk, Peter Joseph 5 23/03/2011 10 28 23,750 1,500

Palko Environmental Ltd. Common Shares JOHNSON, BRIAN EDWARD

5 31/12/2010 30 1.26 41,789 11,031

Pan American Silver Corp. Common Shares Steinmann, Michael 5 24/03/2011 51 17.73 22,138 10,508 Pan American Silver Corp. Common Shares Steinmann, Michael 5 24/03/2011 10 37.53 11,630 -10,508 Pan American Silver Corp. Options Steinmann, Michael 5 24/03/2011 51 17.73 71,319 -10,508 Paramount Resources Ltd. Common Shares Class A Claugus, Thomas Eugene 3, 4 18/03/2011 10 33.31 202,400 -600

Paramount Resources Ltd. Common Shares Class A Claugus, Thomas Eugene 3, 4 21/03/2011 10 34.31 202,100 -300

Paramount Resources Ltd. Common Shares Class A Claugus, Thomas Eugene 3, 4 18/03/2011 10 33.31 1,587,100 -4,900

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3973


T/O Unit Price


Acquired/ Disposed






Paramount Resources Ltd. Common Shares Class A Claugus, Thomas Eugene 3, 4 18/03/2011 10 33.31 431,500 -1,400

Paramount Resources Ltd. Common Shares Class A Claugus, Thomas Eugene 3, 4 21/03/2011 10 34.31 430,900 -600

Paramount Resources Ltd. Common Shares Class A Jungé, Dirk 4 17/03/2011 10 32.92 80,878 -4,764





Parkland Fuel Corporation Common Shares Ashacker, Kenneth Stewart 5 07/03/2011 30 11.89 1,836 189

Parkland Fuel Corporation Common Shares Ashacker, Kenneth Stewart 5 16/03/2011 30 11.99 1,848 12

Parkland Fuel Corporation Common Shares Bechtold, John Frederick 4 16/03/2011 30 11.99 37,851 41 Parkland Fuel Corporation Common Shares Chorlton, Michael William 4, 5 07/03/2011 30 11.89 209,771 346 Parkland Fuel Corporation Common Shares Chorlton, Michael William 4, 5 16/03/2011 30 11.99 210,772 1,001 Parkland Fuel Corporation Common Shares Cruickshank, Andrew Stuart 5 07/03/2011 30 11.89 1,527 168

Parkland Fuel Corporation Common Shares Cruickshank, Andrew Stuart 5 16/03/2011 30 11.99 1,528 1

Parkland Fuel Corporation Common Shares Dinning, James Francis 4 16/03/2011 30 11.99 36,632 153 Parkland Fuel Corporation Common Shares Espey, Robert Berthold 5 07/03/2011 30 11.89 29,519 231 Parkland Fuel Corporation Common Shares Espey, Robert Berthold 5 16/03/2011 30 11.99 29,729 210 Parkland Fuel Corporation Common Shares Fink, Bob 5 07/03/2011 30 11.89 1,352 171 Parkland Fuel Corporation Common Shares Fink, Bob 5 16/03/2011 30 11.99 1,354 2 Parkland Fuel Corporation Common Shares Grondin, Kenneth Joseph 5 07/03/2011 30 11.89 20,978 245 Parkland Fuel Corporation Common Shares Grondin, Kenneth Joseph 5 16/03/2011 30 11.99 21,127 149 Parkland Fuel Corporation Common Shares Mackey, Robert Gerard

Dean5 07/03/2011 30 11.89 531 162

Parkland Fuel Corporation Common Shares Mackey, Robert Gerard Dean

5 16/03/2011 30 11.99 532 1

Parkland Fuel Corporation Common Shares MacPhail, Stewart 5 07/03/2011 30 11.89 3,277 200 Parkland Fuel Corporation Common Shares MacPhail, Stewart 5 16/03/2011 30 11.99 3,284 7 Parkland Fuel Corporation Common Shares Pantelidis, James 4 16/03/2011 30 11.99 150,522 284 Parkland Fuel Corporation Common Shares PEESKER, Shaun Marvin 5 07/03/2011 30 11.89 2,905 156 Parkland Fuel Corporation Common Shares PEESKER, Shaun Marvin 5 16/03/2011 30 11.99 2,938 33 Parkland Fuel Corporation Common Shares Putnam, Karen 5 16/03/2011 30 11.99 62,940 17 Parkland Fuel Corporation Common Shares ROGERS, Ronald D. 4 16/03/2011 30 11.99 25,764 183 Parkland Fuel Corporation Common Shares Sanford, William Stuart 5 16/03/2011 30 11.99 60,932 29 Parkland Fuel Corporation Common Shares Spencer, David 4 16/03/2011 30 11.99 15,453 26 Parkland Fuel Corporation Common Shares Strating, Donna Jeanne 5 01/01/2011 00 Parkland Fuel Corporation Common Shares Strating, Donna Jeanne 5 31/01/2011 90 1,814 1,814 Parkland Fuel Corporation Common Shares Strating, Donna Jeanne 5 16/03/2011 30 11.99 1,827 13 Parkland Fuel Corporation Common Shares Strating, Donna Jeanne 5 31/01/2011 90 82 -1,814 Parkland Fuel Corporation Common Shares Strating, Donna Jeanne 5 07/03/2011 30 11.89 284 189 Parkland Fuel Corporation Common Shares Strating, Donna Jeanne 5 16/03/2011 30 11.99 285 1 Parkland Fuel Corporation Common Shares Szabo, Philip L 5 07/03/2011 30 11.89 4,452 151 Parkland Fuel Corporation Common Shares Szabo, Philip L 5 16/03/2011 30 11.99 4,483 31 Parkland Fuel Corporation Common Shares Williams, Bradley D. 5 07/03/2011 30 11.89 104,424 193 Parkland Fuel Corporation Common Shares Williams, Bradley D. 5 16/03/2011 30 11.99 104,612 188 Pason Systems Inc. common share options Brooks, Gilbert Allen 4 23/03/2011 51 15.37 85,864 -4,136 Pason Systems Inc. common share options Brooks, Gilbert Allen 4 23/03/2011 51 15.36 84,266 -1,598 Pason Systems Inc. common share options Brooks, Gilbert Allen 4 23/03/2011 51 15.38 83,745 -521 Pason Systems Inc. Common Shares Brooks, Gilbert Allen 4 23/03/2011 10 15.37 8,136 4,136 Pason Systems Inc. Common Shares Brooks, Gilbert Allen 4 23/03/2011 10 15.36 9,734 1,598 Pason Systems Inc. Common Shares Brooks, Gilbert Allen 4 23/03/2011 10 15.38 10,255 521 Pason Systems Inc. Options Rodda, Robert Alexander 5 23/03/2011 59 15.49 220,000 -30,000 Passport Potash Inc. Common Shares SHAFFER, LAARA 4 21/03/2011 11 350,000 -10,500

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3974


T/O Unit Price


Acquired/ Disposed

Pathfinder Convertible Debenture Fund

Trust Units Pathfinder Convertible Debenture Fund

1 18/03/2011 38 12.6 224,200 200

Pelangio Exploration Inc. Common Shares Olson, Philip Eugene 4 21/03/2011 54 0.65 873,000 35,000 Pelangio Exploration Inc. Warrants Olson, Philip Eugene 4 21/03/2011 54 21,500 -35,000 Pembina Pipeline Corporation

Common Shares Hermanutz, Glenys 5 21/03/2011 30 4,909 58

Pembina Pipeline Corporation

Common Shares Hermanutz, Glenys 5 21/03/2011 30 17,709 208

Pengrowth Energy Corporation

Common Shares De Maio, Stephen Joseph 5 31/12/2010 30 12.5 951 951

Penn West Petroleum Ltd. Common Shares ANDREW, WILLIAM E. 4, 5 22/03/2011 51 23.84 120,013 10,000 Penn West Petroleum Ltd. Common Shares ANDREW, WILLIAM E. 4, 5 22/03/2011 10 27.01 119,913 -100 Penn West Petroleum Ltd. Common Shares ANDREW, WILLIAM E. 4, 5 22/03/2011 10 27.02 115,013 -4,900 Penn West Petroleum Ltd. Common Shares ANDREW, WILLIAM E. 4, 5 22/03/2011 10 27.03 110,013 -5,000 Penn West Petroleum Ltd. Options ANDREW, WILLIAM E. 4, 5 22/03/2011 51 1,085,000 -10,000 Penn West Petroleum Ltd. Restricted Share Rights ANDREW, WILLIAM E. 4, 5 22/03/2011 57 860,000 -10,000 Penn West Petroleum Ltd. Common Shares MIDDLETON, DAVID

WILLIAM 5 21/03/2011 51 23.84 70,031 15,000

Penn West Petroleum Ltd. Common Shares MIDDLETON, DAVID WILLIAM

5 21/03/2011 10 27.09 68,931 -1,100


5 21/03/2011 10 27.08 67,831 -1,100


5 21/03/2011 10 27.07 67,131 -700


5 21/03/2011 10 27.06 65,131 -2,000


5 21/03/2011 10 27.05 64,231 -900


5 21/03/2011 10 27.03 60,031 -4,200


5 21/03/2011 10 27.03 55,431 -4,600


5 21/03/2011 10 27.02 55,031 -400


5 21/03/2011 57 26.91 56,538 1,507


5 22/03/2011 51 23.84 71,538 15,000


5 22/03/2011 10 26.98 71,038 -500


5 22/03/2011 10 26.97 70,938 -100


5 22/03/2011 10 26.96 70,738 -200


5 22/03/2011 10 26.95 70,038 -700


5 22/03/2011 10 26.94 68,038 -2,000


5 22/03/2011 10 26.93 66,838 -1,200


5 22/03/2011 10 26.92 66,538 -300


5 22/03/2011 10 26.97 65,938 -600


5 22/03/2011 10 26.98 63,638 -2,300


5 22/03/2011 10 26.99 61,538 -2,100


5 22/03/2011 10 27.03 56,538 -5,000


5 23/03/2011 51 23.84 71,538 15,000


5 23/03/2011 10 27.05 71,338 -200


5 23/03/2011 10 27.04 68,438 -2,900


5 23/03/2011 10 27.02 68,138 -300


5 23/03/2011 10 27.01 66,838 -1,300


5 23/03/2011 10 27 66,538 -300

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3975


T/O Unit Price


Acquired/ Disposed


5 23/03/2011 10 26.98 63,938 -2,600


5 23/03/2011 10 26.97 63,138 -800


5 23/03/2011 10 26.96 61,538 -1,600


5 23/03/2011 10 27.08 60,838 -700


5 23/03/2011 10 27.07 59,238 -1,600


5 23/03/2011 10 27.06 56,738 -2,500


5 23/03/2011 10 27.05 56,538 -200


5 23/03/2011 57 27.07 58,036 1,498


5 24/03/2011 51 23.84 68,036 10,000


5 24/03/2011 10 27.37 65,236 -2,800


5 24/03/2011 10 27.36 65,136 -100


5 24/03/2011 10 27.35 63,336 -1,800


5 24/03/2011 10 27.34 63,036 -300


5 24/03/2011 10 27.26 60,036 -3,000


5 24/03/2011 10 27.27 58,036 -2,000

Penn West Petroleum Ltd. Options MIDDLETON, DAVID WILLIAM

5 21/03/2011 51 825,000 -15,000


5 22/03/2011 51 810,000 -15,000


5 23/03/2011 51 795,000 -15,000


5 24/03/2011 51 785,000 -10,000

Penn West Petroleum Ltd. Restricted Share Rights MIDDLETON, DAVID WILLIAM

5 21/03/2011 57 725,000 -15,000


5 22/03/2011 57 710,000 -15,000


5 23/03/2011 57 695,000 -15,000


5 24/03/2011 57 685,000 -10,000

Penn West Petroleum Ltd. Common Shares Nunns, Murray R. 4, 5 18/03/2011 51 23.84 102,590 25,000 Penn West Petroleum Ltd. Common Shares Nunns, Murray R. 4, 5 18/03/2011 10 26.97 101,290 -1,300 Penn West Petroleum Ltd. Common Shares Nunns, Murray R. 4, 5 18/03/2011 10 26.96 100,990 -300 Penn West Petroleum Ltd. Common Shares Nunns, Murray R. 4, 5 18/03/2011 10 26.95 97,890 -3,100 Penn West Petroleum Ltd. Common Shares Nunns, Murray R. 4, 5 18/03/2011 10 26.94 90,490 -7,400 Penn West Petroleum Ltd. Common Shares Nunns, Murray R. 4, 5 18/03/2011 10 26.93 87,890 -2,600 Penn West Petroleum Ltd. Common Shares Nunns, Murray R. 4, 5 18/03/2011 10 26.92 85,290 -2,600 Penn West Petroleum Ltd. Common Shares Nunns, Murray R. 4, 5 18/03/2011 10 26.91 82,090 -3,200 Penn West Petroleum Ltd. Common Shares Nunns, Murray R. 4, 5 18/03/2011 10 26.9 78,990 -3,100 Penn West Petroleum Ltd. Common Shares Nunns, Murray R. 4, 5 18/03/2011 10 26.89 77,590 -1,400 Penn West Petroleum Ltd. Common Shares Nunns, Murray R. 4, 5 21/03/2011 51 23.84 102,590 25,000 Penn West Petroleum Ltd. Options Nunns, Murray R. 4, 5 18/03/2011 51 1,110,000 -25,000 Penn West Petroleum Ltd. Options Nunns, Murray R. 4, 5 21/03/2011 51 1,085,000 -25,000 Penn West Petroleum Ltd. Restricted Share Rights Nunns, Murray R. 4, 5 18/03/2011 57 885,000 -25,000 Penn West Petroleum Ltd. Restricted Share Rights Nunns, Murray R. 4, 5 21/03/2011 57 860,000 -25,000 Pennine Petroleum Corporation

Common Shares Gertz, Raymond H 4 01/09/2007 00

Pennine Petroleum Corporation

Common Shares Gertz, Raymond H 4 01/09/2007 00


Common Shares Gertz, Raymond H 4 01/09/2007 00 309,000


Common Shares wunderlich, Lyle 3 22/03/2011 10 0.07 7,739,000 28,000


Options wunderlich, Lyle 3 16/04/2009 00


Options wunderlich, Lyle 3 01/09/2009 50 280,000 280,000

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3976


T/O Unit Price


Acquired/ Disposed

Pethealth Inc. DSU Units Edwards, Brian 4 14/06/2010 00 Pethealth Inc. DSU Units Edwards, Brian 4 21/03/2011 56 1.3 12,308 12,308 Pethealth Inc. DSU Units Gordon, Harold P. 4 17/06/2005 00 28,811 Pethealth Inc. DSU Units raymond, pierre 4 19/12/2000 00 36,223 Pethealth Inc. DSU Units raymond, pierre 4 21/03/2011 56 1.3 54,685 18,462 Pethealth Inc. DSU Units Renaud, Richard J. 3, 4 24/07/2002 00 16,270 Pethealth Inc. DSU Units Renaud, Richard J. 3, 4 21/03/2011 56 1.3 30,885 14,615 Pethealth Inc. Options Warren, Edward Mark 3, 4, 6, 5 18/03/2011 52 2.2 459,055 -170,445 Pethealth Inc. Options Warren, Edward Mark 3, 4, 6, 5 18/03/2011 50 1.3 561,328 102,273 Petro One Energy Corp. Options King, Terrence Earl 4, 5 20/10/2010 00 Petro One Energy Corp. Options King, Terrence Earl 4, 5 23/03/2011 50 2,000,000 2,000,000 PetroBakken Energy Ltd. Common Shares Brown, Ian Stephen 4 25/03/2011 10 18.09 19,500 3,000 PetroBakken Energy Ltd. Common Shares Brown, Ian Stephen 4 25/03/2011 10 18.07 21,500 2,000 PetroBakken Energy Ltd. Rights DCS Bulmer, Mary Ann 5 22/03/2011 56 0.05 2,906 2,906 PetroBakken Energy Ltd. Rights DCS Fisher, Lawrence Patrick

Joseph5 11/05/2010 00

PetroBakken Energy Ltd. Rights DCS Fisher, Lawrence Patrick Joseph

5 22/03/2011 56 0.05 2,491 2,491

PetroBakken Energy Ltd. Rights DCS Hatzinikolas, Andrea 7, 5 22/03/2011 56 2,653 836 PetroBakken Energy Ltd. Rights DCS Hawkes, Peter Norman 5 22/03/2011 56 0.05 6,644 3,010 PetroBakken Energy Ltd. Rights DCS Kanters, William 5 09/11/2009 00 PetroBakken Energy Ltd. Rights DCS Kanters, William 5 22/03/2011 56 0.05 3,010 3,010 PetroBakken Energy Ltd. Common Shares LaPrade, Rene 5 16/03/2011 10 17.77 2,439 450 PetroBakken Energy Ltd. Rights DCS LaPrade, Rene 5 14/03/2011 56 0.05 3,736 PetroBakken Energy Ltd. Rights DCS LaPrade, Rene 5 14/03/2011 56 0.05 3,736 PetroBakken Energy Ltd. Rights DCS LaPrade, Rene 5 22/03/2011 56 0.05 9,187 3,736 PetroBakken Energy Ltd. Common Shares Lothian, E. Craig 4 15/03/2011 10 102,000 20,000 PetroBakken Energy Ltd. Common Shares Lothian, E. Craig 4 15/03/2011 10 100,000 25,000 PetroBakken Energy Ltd. Common Shares Lothian, E. Craig 4 15/03/2011 10 396,161 20,000 PetroBakken Energy Ltd. Rights DCS Scheidt, Doreen Marie 5 25/03/2011 56 0.05 3,581 1,764 PetroBakken Energy Ltd. Common Shares Scott, Peter D. 5 17/03/2011 10 17.8 13,700 4,000 PetroBakken Energy Ltd. Rights DCS Scott, Peter D. 5 18/01/2010 00 PetroBakken Energy Ltd. Rights DCS Scott, Peter D. 5 22/03/2011 56 0.05 4,815 4,815 PetroBakken Energy Ltd. Rights DCS Smith, Richard Gregg 5 14/03/2011 56 0.05 4,566 PetroBakken Energy Ltd. Rights DCS Smith, Richard Gregg 5 14/03/2011 56 0.05 4,566 PetroBakken Energy Ltd. Rights DCS Smith, Richard Gregg 5 22/03/2011 56 0.05 12,742 4,566 PetroBakken Energy Ltd. Rights Incentive Smith, Richard Gregg 5 14/03/2011 56 0.05 4,566 PetroBakken Energy Ltd. Common Shares WRIGHT, JOHN DAVID 4, 5 25/03/2011 10 28,015 10,000 PetroBakken Energy Ltd. Rights DCS WRIGHT, JOHN DAVID 4, 5 22/03/2011 56 0.05 7,487 2,491 Petrobank Energy and Resources Ltd.

Deferred Common Shares Cheung, Peter 5 14/08/2010 00

Petrobank Energy and Resources Ltd.

Deferred Common Shares Cheung, Peter 5 23/03/2011 56 0.05 923 923


Deferred Common Shares Hatzinikolas, Andrea 5 23/03/2011 56 10,029 737


Deferred Common Shares WRIGHT, JOHN DAVID 4, 5 23/03/2011 56 0.05 207,010 2,880


Rights Director Deferred Common Shares

WRIGHT, JOHN DAVID 4, 5 17/04/2003 00



WRIGHT, JOHN DAVID 4, 5 17/04/2003 00



WRIGHT, JOHN DAVID 4, 5 23/03/2011 56 0.05 2,880



WRIGHT, JOHN DAVID 4, 5 23/03/2011 56 0.05 2,880 2,880

Petrolifera Petroleum Limited Common Shares Bibby, Kristen Jon 5 18/03/2011 22 0 -36,410

Petrolifera Petroleum Limited Common Shares Bibby, Kristen Jon 5 18/03/2011 22 0 -15,500

Petrolifera Petroleum Limited Options Bibby, Kristen Jon 5 18/03/2011 38 0 -699,000

Petrolifera Petroleum Limited Warrants at an exercise price of $1.20, expiring August 28, 2011

Bibby, Kristen Jon 5 18/03/2011 22 0 -14,205

Petrolifera Petroleum Limited Common Shares Connacher Oil and Gas Limited

3 18/03/2011 22 0 -26,898,859



3 18/03/2011 22 0 -6,778,000

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3977


T/O Unit Price


Acquired/ Disposed

Petrolifera Petroleum Limited Common Shares Erlich, Robert Nathaniel 5 18/03/2011 22 0 -14,000

Petrolifera Petroleum Limited Options Erlich, Robert Nathaniel 5 18/03/2011 38 0 -836,000

Petrolifera Petroleum Limited Common Shares Evans, Colin Michael 4, 6 18/03/2011 22 0 -2,000

Petrolifera Petroleum Limited Options Evans, Colin Michael 4, 6 18/03/2011 38 0 -413,909

Petrolifera Petroleum Limited Common Shares Gusella, Richard Allan 4, 6, 5 18/03/2011 22 0 -157,209

Petrolifera Petroleum Limited Common Shares Gusella, Richard Allan 4, 6, 5 18/03/2011 22 0 -1,300

Petrolifera Petroleum Limited Options Gusella, Richard Allan 4, 6, 5 18/03/2011 38 0 -1,462,000


Gusella, Richard Allan 4, 6, 5 18/03/2011 22 0 -28,409

Petrolifera Petroleum Limited Common Shares Gustajtis, Kazimier Andrew 4 18/03/2011 22 0 -107,118

Petrolifera Petroleum Limited Common Shares Gustajtis, Kazimier Andrew 4 18/03/2011 22 0 -20,000

Petrolifera Petroleum Limited Options Gustajtis, Kazimier Andrew 4 18/03/2011 38 0 -413,909


Gustajtis, Kazimier Andrew 4 18/03/2011 22 0 -28,409

Petrolifera Petroleum Limited Common Shares Johnston, Gordon Harold 4 18/03/2011 22 0 -180,000

Petrolifera Petroleum Limited Options Johnston, Gordon Harold 4 18/03/2011 38 0 -354,909

Petrolifera Petroleum Limited Options Kennedy, Jennifer Kathleen 6, 5 18/03/2011 38 0 -195,000

Petrolifera Petroleum Limited Options Kines, Richard Robert Joseph

6 18/03/2011 38 0 -21,000

Petrolifera Petroleum Limited Common Shares Marston, Stephen Adair 6 18/03/2011 22 0 -5,000

Petrolifera Petroleum Limited Common Shares Maureau, Gerrit Theodore Francis Ross

4 18/03/2011 22 0 -18,500

Petrolifera Petroleum Limited Options Maureau, Gerrit Theodore Francis Ross

4 18/03/2011 38 0 -248,540

Petrolifera Petroleum Limited Warrants Maureau, Gerrit Theodore Francis Ross

4 08/05/2007 55 0 -1,000

Petrolifera Petroleum Limited Common Shares McGregor, Stewart Donald 4, 6 18/03/2011 22 0 -5,000

Petrolifera Petroleum Limited Common Shares McGregor, Stewart Donald 4, 6 18/03/2011 22 0 -747,200

Petrolifera Petroleum Limited Options McGregor, Stewart Donald 4, 6 18/03/2011 38 0 -413,909


McGregor, Stewart Donald 4, 6 18/03/2011 22 0 -100,000

Petrolifera Petroleum Limited Common Shares Ogle, Kelly James 6 18/03/2011 22 0 -6,000

Petrolifera Petroleum Limited Common Shares Sametz, Peter D. 6 18/03/2011 22 0 -102,750

Petrolifera Petroleum Limited Common Shares Smith, Christopher J. 4 18/03/2011 22 0 -191,636

Petrolifera Petroleum Limited Options Smith, Christopher J. 4 18/03/2011 38 0 -413,909


Smith, Christopher J. 4 18/03/2011 22 0 -56,818

Petrolifera Petroleum Limited Common Shares Wine, Gary Dale 4, 5 18/03/2011 22 0 -552,636

Petrolifera Petroleum Limited Options Wine, Gary Dale 4, 5 18/03/2011 38 0 -1,366,000


Wine, Gary Dale 4, 5 18/03/2011 22 0 -56,818

Petrolympic Ltd. Common Shares Ekstein, Brocha 3 16/03/2011 10 0.13 12,308,857 3,000 Petrolympic Ltd. Common Shares Ekstein, Brocha 3 17/03/2011 10 0.13 12,311,857 3,000 Petrolympic Ltd. Common Shares Ekstein, Brocha 3 18/03/2011 10 0.135 12,315,357 3,500 Petrolympic Ltd. Common Shares Ekstein, Brocha 3 21/03/2011 10 0.135 12,316,357 1,000

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3978


T/O Unit Price


Acquired/ Disposed

Petrolympic Ltd. Common Shares Ekstein, Brocha 3 22/03/2011 10 0.14 12,318,357 2,000 Petrominerales Ltd. Common Shares Deferred CANO, RUBEN 5 01/01/2011 00

Petrominerales Ltd. Common Shares Deferred CANO, RUBEN 5 23/03/2011 56 2,175 2,175

Petrominerales Ltd. Common Shares Deferred Chant, Jeffrey MacIntosh 5 01/01/2011 00

Petrominerales Ltd. Common Shares Deferred Chant, Jeffrey MacIntosh 5 22/03/2011 56 481 481

Petrominerales Ltd. Common Shares Deferred Hatzinikolas, Andrea 5 22/03/2011 56 0.05 5,378 1,484

Petrominerales Ltd. Rights Incentives Knight, Allen Edward Albert 5 22/03/2011 56 94,405 1,813

Petrominerales Ltd. Common Shares Lyngberg, J. Erik 5 31/12/2010 30 27.27 4,772 1,461 Petrominerales Ltd. Common Shares Deferred Lyngberg, J. Erik 5 23/03/2011 56 29,520 7,977

Petrominerales Ltd. Common Shares Morales, Tannya Erika 5 16/03/2011 56 3.75 80,888 5,400 Petrominerales Ltd. Common Shares Morales, Tannya Erika 5 16/03/2011 56 4.41 90,888 10,000 Petrominerales Ltd. Common Shares Morales, Tannya Erika 5 16/03/2011 59 36 85,488 -5,400 Petrominerales Ltd. Common Shares Morales, Tannya Erika 5 16/03/2011 59 36 75,488 -10,000 Petrominerales Ltd. Options Morales, Tannya Erika 5 16/03/2011 51 207,725 -5,400 Petrominerales Ltd. Options Morales, Tannya Erika 5 16/03/2011 51 197,725 -10,000 Petrominerales Ltd. Common Shares Deferred Ruttan, Corey Christopher 5 22/03/2011 56 20,868 12,690

Petrominerales Ltd. Common Shares Deferred Saina, Lorne Nicholas 5 01/01/2011 00

Petrominerales Ltd. Common Shares Deferred Saina, Lorne Nicholas 5 23/03/2011 56 257 257

Petrominerales Ltd. Common Shares Deferred Scott, John Francis 5 24/03/2011 56 32,179 6,526

Petrominerales Ltd. Common Shares Deferred Sledz, Kelly 5 01/01/2011 00

Petrominerales Ltd. Common Shares Deferred Sledz, Kelly 5 22/03/2011 56 3,988 3,988

Petrominerales Ltd. Common Shares Deferred WRIGHT, JOHN DAVID 4 22/03/2011 56 13,247 2,538

Peyto Exploration & Development Corp.

Common Shares Booth, Glenn 5 25/03/2011 11 18.86 136,890 13,300


Common Shares Braund, Rick 4 21/03/2011 10 20.03 1,194,126 -3,000


Common Shares Chetner, Stephen Jonathan 4 25/03/2011 11 18.86 526,190 3,980


Common Shares Gee, Darren 5 25/03/2011 11 18.86 1,659,559 24,720


Common Shares Robinson, Scott 5 25/03/2011 11 18.86 552,127 24,720


Common Shares Thomas, David Alan 5 25/03/2011 11 18.86 94,890 17,340


Common Shares Turgeon, Kathy 5 22/03/2011 10 20.18 66,480 -35,000


Common Shares Turgeon, Kathy 5 25/03/2011 11 18.86 79,780 13,300

PHX Energy Services Corp. Common Shares Ritchie, Cameron Michael 5 31/12/2010 00

PHX Energy Services Corp. Common Shares Ritchie, Cameron Michael 5 18/03/2011 10 12.01 500 500

PHX Energy Services Corp. Options Ritchie, Cameron Michael 5 31/12/2010 00

PHX Energy Services Corp. Options Ritchie, Cameron Michael 5 31/12/2010 00

Pinetree Capital Ltd. Common Shares Inwentash, Sheldon 4, 5 18/03/2011 10 2.9315 10,617,344 23,800 Pinetree Capital Ltd. Common Shares Inwentash, Sheldon 4, 5 18/03/2011 10 3.097 10,667,344 50,000 Pinetree Capital Ltd. Common Shares Inwentash, Sheldon 4, 5 21/03/2011 10 2.97 10,667,544 200 Pinetree Capital Ltd. Common Shares Inwentash, Sheldon 4, 5 21/03/2011 10 2.965 10,671,644 4,100 Pinetree Capital Ltd. Common Shares Inwentash, Sheldon 4, 5 21/03/2011 10 2.989 10,710,044 38,400 Pinetree Capital Ltd. Common Shares Inwentash, Sheldon 4, 5 21/03/2011 10 2.966 10,717,344 7,300 Pinetree Capital Ltd. Common Shares Inwentash, Sheldon 4, 5 21/03/2011 10 3.0984 10,758,544 41,200 Pinetree Capital Ltd. Common Shares Levy, Jamie 5 04/12/2009 00 Pinetree Capital Ltd. Common Shares Levy, Jamie 5 21/03/2011 10 3.01 20,000 20,000 Pizza Pizza Royalty Income Fund

Trust Units Finelli, Pasquale 5 21/03/2011 10 8.77 23,000 1,000

Platinum Communications Corporation

Common Shares Parkinson, Bernard 5 21/02/2011 10 0.05 1,263,115 -3,000

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3979


T/O Unit Price


Acquired/ Disposed





Plato Gold Corp. Common Shares Consolidated International Investment Holdings Inc.

3 18/03/2011 10 0.05 1,200,111 -300,000

Plazacorp Retail Properties Ltd.

Bonds 7.5% Mortgage Bonds, Series IV

Petrie, James M. 5 05/03/2004 00



Petrie, James M. 5 15/03/2010 90 $10,000 $10,000



Petrie, James M. 5 15/03/2010 90 $0 -$10,000


Common Shares Petrie, James M. 5 15/03/2010 90 5,274 5,274


Common Shares Petrie, James M. 5 26/05/2010 35 3.332 5,350 76






Common Shares Petrie, James M. 5 15/03/2010 90 0 -5,274

Plutonic Power Corporation Common Shares Cook, Grigor Edward 5 21/03/2011 59 2.7 117,375 -22,000


Plutonic Power Corporation Common Shares Cook, Grigor Edward 5 22/03/2011 51 0.8 149,125 100,000


Plutonic Power Corporation Options Cook, Grigor Edward 5 22/03/2011 51 412,500 -100,000

PNI Digital Media Inc. Common Shares Chisholm, Robert 4 18/03/2011 11 1.47 15,000 -50,000 PNI Digital Media Inc. Common Shares Rallo, Aaron 4, 5 18/03/2011 10 1.54 68,347 8,000 PNI Digital Media Inc. Common Shares Scarth, Ian Peter Campbell 4 21/03/2011 10 1.51 632,684 -15,000

PNI Digital Media Inc. Common Shares Scarth, Ian Peter Campbell 4 22/03/2011 10 1.51 612,684 -20,000

PNI Digital Media Inc. Common Shares Scarth, Ian Peter Campbell 4 22/03/2011 10 1.53 611,684 -1,000

Points International Ltd. Common Shares Simons, David Alan 5 06/08/2009 00 Points International Ltd. Common Shares Simons, David Alan 5 18/03/2011 51 3.7 6,666 6,666 Points International Ltd. Common Shares Simons, David Alan 5 18/03/2011 10 9.05 3,666 -3,000 Points International Ltd. Common Shares Simons, David Alan 5 18/03/2011 10 9.09 3,566 -100 Points International Ltd. Common Shares Simons, David Alan 5 18/03/2011 10 9.07 3,066 -500 Points International Ltd. Common Shares Simons, David Alan 5 21/03/2011 10 9.05 66 -3,000 Points International Ltd. Common Shares Simons, David Alan 5 21/03/2011 10 9.02 0 -66 Points International Ltd. Options ESOP Simons, David Alan 5 18/03/2011 51 3.7 35,334 -6,666 Polaris Minerals Corporation Common Shares Beley, Michael John 7 21/03/2011 10 1.24 115,100 -1,400

Polaris Minerals Corporation Common Shares Beley, Michael John 7 21/03/2011 10 1.22 110,000 -5,100

Porto Energy Corp. Common Shares Ash II, Joseph Patrick 4, 5 18/03/2011 00 5,000,000 Porto Energy Corp. Options Ash II, Joseph Patrick 4, 5 18/03/2011 00 4,000,000 Porto Energy Corp. Common Shares Cleaver, Heath Woods 5 18/03/2011 00 100,000 Porto Energy Corp. Options Cleaver, Heath Woods 5 18/03/2011 00 750,000 Porto Energy Corp. Common Shares Monteleone, Patric Harold 4, 7, 5 18/03/2011 00 9,540,092

Porto Energy Corp. Options Monteleone, Patric Harold 4, 7, 5 18/03/2011 00 200,000

Porto Energy Corp. Common Shares Pawluk, Richard Walter 5 18/03/2011 00 124,065 Porto Energy Corp. Options Pawluk, Richard Walter 5 18/03/2011 00 200,000 Porto Energy Corp. Common Shares Roach, William 4 18/03/2011 00 312,500 Porto Energy Corp. Options Roach, William 4 18/03/2011 00 375,000 Porto Energy Corp. Options ROMANZIN, GERALD A. 4 18/03/2011 00 375,000 Porto Energy Corp. Common Shares Turnbull, Gregory George 4 18/03/2011 00 376,251 Porto Energy Corp. Options Turnbull, Gregory George 4 18/03/2011 00 375,000 Potash Corporation of Saskatchewan Inc.

Common Shares Bailey, Clark D. 7 17/03/2011 51 29,548 3,300

Potash Corporation of Saskatchewan Inc.

Common Shares Bailey, Clark D. 7 17/03/2011 10 55.312 26,248 -3,300

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3980


T/O Unit Price


Acquired/ Disposed

Potash Corporation of Saskatchewan Inc.

Options Employee Stock Options

Bailey, Clark D. 7 17/03/2011 51 11.22 178,500 -3,300

Power Corporation of Canada

Options de Seze, Amaury-Daniel 4, 5 15/03/2011 50 27.6 117,130


Options de Seze, Amaury-Daniel 4, 5 15/03/2011 50 27.6 334,539 117,130


Options Desmarais, André 4, 5 15/03/2011 50 27.6 450,000


Options Desmarais, André 4, 5 15/03/2011 50 27.6 2,699,950 450,000


Options Desmarais, Paul Jr. 4, 5 15/03/2011 50 27.6 450,000


Options Desmarais, Paul Jr. 4, 5 15/03/2011 50 27.6 2,699,950 450,000


Options Johnson, John Edward 5 15/03/2011 50 27.6 57,572


Options Johnson, John Edward 5 15/03/2011 50 27.6 417,261 57,572


Options Rae, John Alain 4, 5 15/03/2011 50 27.6 76,812


Options Rae, John Alain 4, 5 15/03/2011 50 27.6 600,127 76,812


Options Rae, John Alain 4, 5 21/03/2011 51 17.663 585,127 -15,000



Rae, John Alain 4, 5 21/03/2011 51 17.663 110,418 15,000



Rae, John Alain 4, 5 21/03/2011 10 27.9 95,418 -15,000



Rae, John Alain 4, 5 22/03/2011 10 28.7 93,818 -1,600


Options Ryan, Philip 5 15/03/2011 50 27.6 11,528


Options Ryan, Philip 5 15/03/2011 50 27.6 177,201 11,528

Power Financial Corporation Deferred Share Units Harder, Vernon Peter 4 12/05/2009 00 8,226

Power Financial Corporation Options Ryan, Philip 5 15/03/2011 50 30.18 12,886

Power Financial Corporation Options Ryan, Philip 5 15/03/2011 50 30.18 173,555 12,886

Primary Corp. Common Shares Gordon, Barry 4 22/03/2011 10 1.24 2,779,518 10,000 Primary Corp. Common Shares Gordon, Barry 4 23/03/2011 10 1.24 2,779,618 100 Primary Corp. Common Shares Gordon, Barry 4 24/03/2011 10 1.25 2,783,818 4,200 Primary Petroleum Corporation

Common Shares Marrandino, Michele 4, 5 24/03/2011 47 2,322,431 -50,000

Prism Medical Ltd. Common Shares McIntyre, Andrew A. 3, 4, 5 21/03/2011 10 5.05 23,000 -29,500 Prism Medical Ltd. Common Shares Scavuzzo, Ross 5 21/03/2011 10 5.05 93,117 29,500 Progress Energy Resources Corp. (formerly ProEx Energy Ltd.)

Equity Basket Total Return Swap

Canada Pension Plan Investment Board

3 22/03/2011 73 17967 0 -1

Prophecy Resource Corp. Common Shares without par value

Lee, John 4, 5 17/03/2011 10 0.92 7,963,970 10,000

Prophecy Resource Corp. Common Shares without par value

Lee, John 4, 5 24/03/2011 10 0.95 7,973,970 10,000

Prosperity Goldfields Corp. Common Shares Duncan, Robert Bruce 4, 5 16/03/2011 10 0.275 431,500 1,000



Puma Exploration Inc. Common Shares DUCHESNE, CLÉMENT 4 06/08/2004 00 Puma Exploration Inc. Common Shares DUCHESNE, CLÉMENT 4 17/03/2011 10 0.295 30,000 30,000 Pure Technologies Ltd. Common Shares Elliott, John Francis 5 22/03/2011 30 5.12 119,167 700 Pure Technologies Ltd. Common Shares Holley, Mark William 5 23/03/2011 30 5.12 110,966 552 Pure Technologies Ltd. Common Shares Keebler, Karen Doris 5 22/03/2011 30 5.12 7,966 335 Pure Technologies Ltd. Common Shares Keebler, Karen Doris 5 22/03/2011 30 5.12 22,234 180 Pure Technologies Ltd. Common Shares MERGELAS, BRIAN

JAMES5 22/03/2011 30 5.12 4,265 550

Pure Technologies Ltd. Common Shares Paulson, James Edward 4, 6, 5 22/03/2011 30 5.12 48,984 700 Pure Technologies Ltd. Common Shares Paulson, Peter Osborne 4, 6, 5 22/03/2011 30 5.12 122,235 700 Pure Technologies Ltd. Common Shares WRIGGLESWORTH,

MICHAEL ROBERT 5 23/03/2011 30 5.05 77,602 1,780

Quebecor Inc. Unité d'action différée Eustache, Jean-Marc 4 31/12/2010 56 14,674 1,457

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3981


T/O Unit Price


Acquired/ Disposed

Quebecor Inc. Unité d'action différée Eustache, Jean-Marc 4 31/12/2010 35 14,749 75 Quebecor Inc. Options Péladeau, Pierre Karl 4, 6, 5 17/03/2011 50 35.09 2,255,234 96,296 Quest Rare Minerals Ltd. Common Shares Pesner, Michael 4 21/03/2011 10 5.52 77,300 -2,700 Quest Rare Minerals Ltd. Common Shares Pesner, Michael 4 21/03/2011 10 5.53 76,000 -1,300 Quia Resources Inc. Options Brown, William Richard 4, 5 30/12/2010 00 Quia Resources Inc. Options Brown, William Richard 4, 5 18/02/2011 50 300,000 300,000 Quia Resources Inc. Options Davie, Christopher 4, 5 18/02/2011 50 700,000 300,000 Quia Resources Inc. Options Kelso, Iain 5 18/02/2011 50 700,000 300,000 Quia Resources Inc. Options Lin, Paul 4, 5 18/02/2011 50 589,250 200,000 Quia Resources Inc. Options Manning, Robert A. 4, 5 30/12/2010 00 Quia Resources Inc. Options Manning, Robert A. 4, 5 18/02/2011 50 200,000 200,000 Quia Resources Inc. Options Szweras, Adam Kelley 4, 5 30/12/2010 00 Quia Resources Inc. Options Szweras, Adam Kelley 4, 5 18/02/2011 50 200,000 200,000 Rare Element Resources Ltd.

Options Anderson, Myles Norman 4 16/03/2011 50 10.5 300,000 50,000

Rare Element Resources Ltd.

Options Brown, Mark Thomas 4, 5 16/03/2011 50 10.5 450,000 150,000


Options Burmeister, Norman William 4, 5 16/03/2011 50 10.5 350,000 50,000


Options McKelvey, Gregory E. 4 16/03/2011 50 10.5 90,000 50,000


Options Pickarts, Jaye 5 08/03/2011 00


Options Pickarts, Jaye 5 16/03/2011 50 10.5 250,000 250,000


Options Ranta, Donald Eli 4, 5 16/03/2011 50 10.5 650,000 100,000


Options Wong, Winnie Sze Wan 5 16/03/2011 50 10.5 105,000 25,000

REBgold Corporation Warrants Series S Inwentash, Sheldon 6 30/04/2010 00 REBgold Corporation Warrants Series S Inwentash, Sheldon 6 16/03/2011 10 3,250,000 3,250,000 REBgold Corporation Warrants Series U-Broker

Wts Inwentash, Sheldon 6 30/04/2010 00

REBgold Corporation Warrants Series U-Broker Wts

Inwentash, Sheldon 6 16/03/2011 10 3,750,000 3,750,000

REBgold Corporation Options Miller, Paul Charles 5 20/03/2011 52 1,950,000 -500,000 Redline Communications Group Inc.

Common Shares de Gaspe Beaubien, Philippe III

3, 4 25/10/2007 00

Redline Communications Group Inc.


3, 4 25/10/2007 00



3, 4 25/10/2007 00



3, 4 25/10/2007 00 333,957


Options MacInnis, Bruce Allen 5 12/05/2010 00


Options MacInnis, Bruce Allen 5 21/03/2011 50 0.44 200,000 200,000


Options Melka, Eric 4 22/09/2008 00


Options Melka, Eric 4 22/09/2008 00


Options Melka, Eric 4 21/03/2011 50 0.44 1,039,000


Options Melka, Eric 4 21/03/2011 50 1,039,000 1,039,000


Options Partner, Lynda 5 18/03/2010 50 200,000


Options Partner, Lynda 5 21/03/2010 50 200,000 200,000


Options Partner, Lynda 5 15/04/2010 00


Options Rosenzweig, Amir 5 27/02/2008 00


Options Rosenzweig, Amir 5 21/03/2011 50 200,000 200,000


Options Williams, Robert Lloyd 5 01/05/2010 00


Options Williams, Robert Lloyd 5 21/03/2011 50 200,000


Options Williams, Robert Lloyd 5 21/03/2011 50 200,000 200,000

RedWater Energy Corp. Options Cohen, Richard Alan 4 14/03/2011 50 287,500 37,500

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3982


T/O Unit Price


Acquired/ Disposed

RedWater Energy Corp. Options Waters, Gary William 4, 5 14/03/2011 50 138,250 RedWater Energy Corp. Options Waters, Gary William 4, 5 14/03/2011 50 678,250 138,250 Regal Resources Inc. Common Shares Dick, Harvey D 4 18/03/2011 10 0.52 2,225,000 -10,000 Regal Resources Inc. Common Shares Dick, Harvey D 4 21/03/2011 10 0.54 2,215,000 -10,000 Resource Hunter Capital Corp.

Options Law, Angel Wing Chung 5 28/05/2010 00

Resource Hunter Capital Corp.

Options Law, Angel Wing Chung 5 15/03/2011 50 0.1 200,000 200,000

Retrocom Mid-Market Real Estate Investment Trust

Units Kolber, Daniel 5 23/03/2011 10 5.84 0 -8,000

Richmond Minerals Inc. Common Shares Consolidated International Investment Holdings Inc.

3 23/03/2011 10 0.03 1,500,000 -5,139,000

RIOCAN REAL ESTATE INVESTMENT TRUST

Options MacKinnon, Donald Richard 5 23/03/2011 51 13.65 650,000 -20,000


Trust Units MacKinnon, Donald Richard 5 23/03/2011 51 13.65 64,405 20,000


Trust Units MacKinnon, Donald Richard 5 23/03/2011 10 24.06 56,805 -7,600






Trust Units MacKinnon, Donald Richard 5 23/03/2011 10 24.11 48,105 -500









Ritchie Bros. Auctioneers Incorporated

Common Shares Armstrong, Robert Spencer 5 31/12/2010 30 20.48 58,745 1,671


Common Shares Black, Jeremy Michael Thomas

5 31/12/2010 30 20.48 9,332 561


Common Shares Blake, Peter James 4 31/12/2010 30 20.48 152,089 2,321


Common Shares Branch, Stephen Harold 5 31/12/2010 30 20.48 20,295 13


Common Shares Cooksley, William Allen 5 31/12/2010 30 20.41 9,690 657


Common Shares Hinkelman, Curt 5 31/12/2010 30 20.48 42,116 1,115


Common Shares Mcleod, Robert Alastair 5 31/12/2010 30 20.47 4,435 1,103


Common Shares Nicholson, David Dean 5 31/12/2010 30 20.48 49,469 1,214


Common Shares Pospiech, Victor 5 31/12/2010 30 20.48 38,579 615


Common Shares Tink, Kevin 5 31/12/2010 30 20.48 37,042 1,132


Common Shares Turgeon, Guylain 5 31/12/2010 30 20.51 116,458 1,671


Common Shares Werner, Karl William 5 31/12/2010 30 20.48 20,431 734

Rock Energy Inc. Options Adams, Malcolm 4 24/03/2011 50 5.52 61,500 2,500 Rock Energy Inc. Options Adams, Malcolm 4 24/03/2011 50 5.52 64,000 2,500 Rock Energy Inc. Options Adams, Malcolm 4 24/03/2011 50 5.52 66,500 2,500 Rock Energy Inc. Options Bey, Allen J. 4, 5 24/03/2011 50 5.52 240,667 17,334 Rock Energy Inc. Options Bey, Allen J. 4, 5 24/03/2011 50 5.52 258,000 17,333 Rock Energy Inc. Options Bey, Allen J. 4, 5 24/03/2011 50 5.52 275,333 17,333 Rock Energy Inc. Options Campbell, Jeffrey G. 5 24/03/2011 50 5.52 313,333 30,000 Rock Energy Inc. Options Campbell, Jeffrey G. 5 24/03/2011 50 5.52 343,333 30,000 Rock Energy Inc. Options Campbell, Jeffrey G. 5 24/03/2011 50 5.52 373,333 30,000 Rock Energy Inc. Common Shares Clark, Stuart George 4 22/03/2011 51 0.84 17,876 11,667 Rock Energy Inc. Options Clark, Stuart George 4 22/03/2011 51 0.84 44,333 -11,667 Rock Energy Inc. Options Clark, Stuart George 4 24/03/2011 50 5.52 56,333 12,000 Rock Energy Inc. Options Dozzi, Bryan 5 24/03/2011 50 5.52 216,000 16,000 Rock Energy Inc. Options Dozzi, Bryan 5 24/03/2011 50 5.52 232,000 16,000 Rock Energy Inc. Options Dozzi, Bryan 5 24/03/2011 50 5.52 248,000 16,000

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3983


T/O Unit Price


Acquired/ Disposed

Rock Energy Inc. Options Manery, Terry 5 24/03/2011 50 5.52 216,000 16,000 Rock Energy Inc. Options Manery, Terry 5 24/03/2011 50 5.52 232,000 16,000 Rock Energy Inc. Options Manery, Terry 5 24/03/2011 50 5.52 248,000 16,000 Rock Energy Inc. Options Phelps, Robert A. 5 24/03/2011 50 5.52 165,999 16,000 Rock Energy Inc. Options Phelps, Robert A. 5 24/03/2011 50 5.52 181,999 16,000 Rock Energy Inc. Options Phelps, Robert A. 5 24/03/2011 50 5.52 197,999 16,000 Rock Energy Inc. Options Severs, Kenneth Howard

Ferguson4 24/03/2011 50 5.52 39,500 3,500

Rock Energy Inc. Options Severs, Kenneth Howard Ferguson

4 24/03/2011 50 5.52 43,000 3,500

Rock Energy Inc. Options Severs, Kenneth Howard Ferguson

4 24/03/2011 50 5.52 46,500 3,500

Rock Energy Inc. Options Slavin, William Howard 4 24/03/2011 50 5.52 21,500 3,500 Rock Energy Inc. Options Slavin, William Howard 4 24/03/2011 50 5.52 25,000 3,500 Rock Energy Inc. Options Slavin, William Howard 4 24/03/2011 50 5.52 28,500 3,500 Rock Energy Inc. Options Van de Pol, John 5 24/03/2011 50 5.52 315,333 32,000 Rock Energy Inc. Options Van de Pol, John 5 24/03/2011 50 5.52 347,333 32,000 Rock Energy Inc. Options Van de Pol, John 5 24/03/2011 50 5.52 379,333 32,000 Rock Energy Inc. Options Wilson, James Kenneth 4 24/03/2011 50 5.52 45,333 4,000 Rock Energy Inc. Options Wilson, James Kenneth 4 24/03/2011 50 5.52 49,333 4,000 Rock Energy Inc. Options Wilson, James Kenneth 4 24/03/2011 50 5.52 53,333 4,000 RockBridge Resources Inc. Common Shares Mathiesen, Steve 4, 5 14/03/2011 10 0.185 293,000 3,000

RockBridge Resources Inc. Common Shares Mathiesen, Steve 4, 5 15/03/2011 10 0.18 295,500 2,500





RockBridge Resources Inc. Common Shares Mathiesen, Steve 4, 5 29/07/2008 00




Rockland Minerals Corp. Common Shares Mlait, Ravinder 4, 5 22/03/2011 10 0.16 1,083,500 1,000 Rogers Communications Inc. Restricted Share Units Berner, Robert F. 7, 5 31/12/2010 30 7,217 187

Rogers Communications Inc. Options Brace, Jerry 5 21/03/2011 38 114,200 -15,650

Rogers Communications Inc. Restricted Share Units Brace, Jerry 5 31/12/2010 30 20,559 174

Rogers Communications Inc. Stock Appreciation Rights Brace, Jerry 5 21/03/2011 57 4.7324 114,200 -15,650

Rogers Communications Inc. Non-Voting Shares Class B

Bruce, Robert W. 7, 5 31/12/2010 30 34.677 3,857 1,274

Rogers Communications Inc. Restricted Share Units Bruce, Robert W. 7, 5 31/12/2010 30 12,032 312

Rogers Communications Inc. Restricted Share Units Lind, Philip Bridgman 4, 5 31/12/2010 30 10,348 268


Linton, William 5 31/12/2010 30 34.862 3,854 1,267

Rogers Communications Inc. Restricted Share Units Linton, William 5 31/12/2010 30 136,643 823



Rogers Communications Inc. Restricted Share Units Miller, David P. 5 31/12/2010 30 7,782 202


Mohamed, Nadir 4, 5 31/12/2010 30 33.864 3,877 1,310

Rogers Communications Inc. Restricted Share Units Mohamed, Nadir 4, 5 31/12/2010 30 375,455 2,821


Insider Reporting

April 1, 2011 (2011) 34 OSCB 3984


T/O Unit Price


Acquired/ Disposed


Rogers Communications Inc. Deferred Share Units Pennington, Kevin 5 31/12/2010 30 243

Rogers Communications Inc. Deferred Share Units Pennington, Kevin 5 31/12/2010 30 13,841 108


Pennington, Kevin 5 31/12/2010 30 35.06 3,746 1,250


Rogers Communications Inc.

1 21/03/2011 11 31.738 3,200,000 3,200,000


Rogers Communications Inc.

1 21/03/2011 38 0 -3,200,000


Rogers, Edward 4, 6, 7, 5 31/12/2010 30 34.796 3,859 1,269

Rogers Communications Inc. Restricted Share Units Rogers, Edward 4, 6, 7, 5 31/12/2010 30 9,701 251

Rogers Communications Inc. Restricted Share Units Rogers, Melinda M. 4, 6, 7, 5 31/12/2010 30 5,051 131

Rogers Sugar Inc. Common Shares Authier, Richard 5 25/03/2011 10 4.7 30,000 20,000 Rogers Sugar Inc. Common Shares Authier, Richard 5 25/03/2011 10 5.44 21,200 -8,800 Rogers Sugar Inc. Common Shares Authier, Richard 5 25/03/2011 10 5.43 12,000 -9,200 Rogers Sugar Inc. Common Shares Authier, Richard 5 25/03/2011 10 5.42 10,000 -2,000 Rogers Sugar Inc. Options Authier, Richard 5 01/01/2011 00 Rogers Sugar Inc. Options Authier, Richard 5 25/03/2011 51 4.7 20,000 20,000 Romios Gold Resources Inc. Common Shares Skimming, Thomas 4, 5 23/03/2011 10 0.4 1,428,666 -100,000

Romios Gold Resources Inc. Options von Einsiedel, Carl Alexander

4 03/03/2005 00 235,500

Romios Gold Resources Inc. Warrants von Einsiedel, Carl Alexander

4 08/02/2005 16 0.12 566,667 250,000


4 03/03/2005 00


4 03/03/2005 00 316,667

Romios Gold Resources Inc. Options von Einsiedel, Carl Alexander

4 07/03/2006 00 493,334


4 07/03/2006 00 123,333

RONA inc. Common Shares Carr, David James 7 25/03/2011 35 14.29 5,236 25 RONA inc. Common Shares Carr, David James 7 25/03/2011 35 14.29 211 1 Royal Bank of Canada Common Shares Friis, Morten Nicolai 5 21/03/2011 51 24.555 63,961 2,000 Royal Bank of Canada Common Shares Friis, Morten Nicolai 5 21/03/2011 10 59.85 62,831 -1,130 Royal Bank of Canada Options Friis, Morten Nicolai 5 21/03/2011 51 24.555 388,530 -2,000 Royal Bank of Canada Common Shares McKay, David Ian 5 21/03/2011 51 24.555 3,558 1,100 Royal Bank of Canada Common Shares McKay, David Ian 5 21/03/2011 10 59.888 2,458 -1,100 Royal Bank of Canada Options McKay, David Ian 5 21/03/2011 51 24.555 443,774 -1,100 Royal Bank of Canada Common Shares Taylor, Kathleen 4 17/03/2011 51 24.68 1,000 Royal Bank of Canada Common Shares Taylor, Kathleen 4 17/03/2011 47 24.68 2,400 1,000 Royal Bank of Canada Common Shares Taylor, Kathleen 4 17/03/2011 51 24.68 1,000 RS Technologies Inc. Rights DSU Felesky, Brian Arthur 4 29/11/2010 37 7,897 -1,571,464 RS Technologies Inc. Rights DSU Gray, James K. 4 29/11/2010 37 7,018 -1,396,413 RS Technologies Inc. Rights DSU Hunka, Dwayne 4 29/11/2010 37 7,342 -1,461,009 RS Technologies Inc. Rights DSU Matthews, Wilmot Leslie 4 29/11/2010 37 9,447 -1,879,795 Russel Metals Inc. Common Shares Halcrow, David 5 23/03/2011 10 9.15 17,763 6,000 Russel Metals Inc. Common Shares Halcrow, David 5 25/03/2011 10 26.5 12,763 -5,000 Russel Metals Inc. Options Halcrow, David 5 23/03/2011 51 9.15 125,000 -6,000 Rutter Inc. Common Shares Clarke, Donald 3, 4, 5 24/03/2011 10 0.045 126,000 Rutter Inc. Common Shares Clarke, Donald 3, 4, 5 24/03/2011 10 0.045 126,000 Rutter Inc. Common Shares Clarke, Donald 3, 4, 5 18/03/2011 10 0.045 292,290 140,000 Rutter Inc. Common Shares Clarke, Donald 3, 4, 5 18/03/2011 10 0.045 3,488,880 126,000 Rutter Inc. Common Shares Clarke, Donald 3, 4, 5 22/03/2011 10 0.045 3,521,880 33,000 Rutter Inc. Common Shares Clarke, Donald 3, 4, 5 22/03/2011 10 0.05 3,542,880 21,000 Sacre-Coeur Minerals, Ltd. Common Shares Olian, Irwin Alois 4, 5 16/03/2011 10 0.46 2,594,000 90,500 Sacre-Coeur Minerals, Ltd. Common Shares Olian, Irwin Alois 4, 5 17/03/2011 10 0.46 2,603,500 9,500 Sacre-Coeur Minerals, Ltd. Common Shares Olian, Irwin Alois 4, 5 22/03/2011 10 0.48 2,703,500 100,000 Sahara Energy Ltd. Common Shares Boswell, Peter 5 21/03/2011 97 0.05 4,299,594 769,594 Sahara Energy Ltd. Common Shares Boswell, Peter 5 21/03/2011 97 0.05 399,797 384,797 Sahara Energy Ltd. Common Shares Boswell, Peter 5 21/03/2011 97 0.05 3,920,939 807,939 Sahara Energy Ltd. Common Shares Boswell, Peter 5 21/03/2011 97 0.05 4,728,878 807,939 Sahara Energy Ltd. Common Shares Boswell, Peter 5 21/03/2011 97 0.05 407,797 384,797 Sahara Energy Ltd. Options Boswell, Peter 5 24/01/2011 50 0.21 2,100,000 1,200,000 Sahara Energy Ltd. Options Chang, Gary 4 03/09/2010 00 Sahara Energy Ltd. Options Chang, Gary 4 24/01/2011 50 0.21 700,000 700,000 Sahara Energy Ltd. Options Feng, Dejiang 5 08/12/2010 00

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3985


T/O Unit Price


Acquired/ Disposed

Sahara Energy Ltd. Options Feng, Dejiang 5 24/01/2011 50 0.21 1,000,000 1,000,000 Sahara Energy Ltd. Options Gang, Fang 4 24/01/2011 50 0.21 700,000 700,000 Sahara Energy Ltd. Options Gang, Fang 4 18/02/2011 00 Sahara Energy Ltd. Options Men, Qiping 5 08/12/2010 00 Sahara Energy Ltd. Options Men, Qiping 5 24/01/2011 50 0.21 800,000 800,000 Sahara Energy Ltd. Options Xie, Longhua 4 06/12/2010 00 Sahara Energy Ltd. Options Xie, Longhua 4 24/01/2011 50 0.21 700,000 700,000 Sahara Energy Ltd. Options Zhou, Yuedong 4 06/12/2010 00 Sahara Energy Ltd. Options Zhou, Yuedong 4 24/01/2011 50 0.21 700,000 700,000 San Gold Corporation Common Shares Kristjansson, Gestur 5 15/03/2011 11 3.75 49,224 10,000 Saputo Inc. Common Shares Brockman, Terry 5 31/12/2010 30 31.22 16,707 148 Saputo Inc. Common Shares Canuto, Gianfranco 5 31/12/2010 30 31.88 1,037 121 Saputo Inc. Common Shares Carrière, Louis-Philippe 5 31/12/2010 30 31.88 22,022 180 Saputo Inc. Common Shares Dello Sbarba, Dino 5 31/12/2010 30 31.88 30,212 166 Saputo Inc. Common Shares Lamarre, Michel 5 31/12/2010 30 31.88 3,785 125 Saputo Inc. Common Shares Leroux, Pierre 5 31/12/2010 30 31.88 18,975 180 Saputo Inc. Common Shares Marsilii, Joe 6 31/12/2010 30 31.88 1,776 29 Saputo Inc. Common Shares Palombaro, Gabriel 5 31/12/2010 30 31.88 7,476 111 Saputo Inc. Common Shares Saputo, Lino Anthony 4, 5 31/12/2010 30 31.88 47,297 16 Saputo Inc. Common Shares St-Jean, Louise 5 31/12/2010 30 31.88 203 111 Saputo Inc. Common Shares Therrien, Maxime 5 31/12/2010 30 31.88 3,078 149 Saputo Inc. Common Shares Viger, Isabelle 5 31/12/2010 30 31.88 2,867 160 Savaria Corporation Common Shares Savaria Corporation 1 22/03/2011 38 1.56 83,200 1,000 Savaria Corporation Common Shares Savaria Corporation 1 23/03/2011 38 1.59 84,200 1,000 SCITI Trust Warrants McChesney, Brian David 4, 5 24/03/2011 90 0 -21,476 SCITI Trust Warrants McChesney, Brian David 4, 5 29/04/2003 00 SCITI Trust Warrants McChesney, Brian David 4, 5 24/03/2011 90 14.04 21,476 SCITI Trust Warrants McChesney, Brian David 4, 5 24/03/2011 90 14.04 21,476 21,476 Seaview Energy Inc. Common Shares Class A

SharesMitchell, Bruce 3 24/03/2011 00 6,547,473

Seaview Energy Inc. Common Shares Class A Shares

Mitchell, Bruce 3 24/03/2011 10 1.2 8,236,873 1,689,400

Seaview Energy Inc. Common Shares Class B Shares

Mitchell, Bruce 3 24/03/2011 00 354,300

Second Wave Petroleum Inc.


3 18/03/2011 10 2.59 9,338,100 -50,000

Semcan Inc. (formerly Semco Technologies Inc.)

Common Shares Campbell, David 3 07/03/2011 10 0.65 -2,040,000


Common Shares Campbell, David 3 07/03/2011 10 0.065 238,108 -2,040,000


Common Shares Campbell, David 3 16/03/2011 10 0.55 32,000


Common Shares Campbell, David 3 16/03/2011 10 0.055 270,108 32,000


Common Shares Campbell, David 3 16/03/2011 10 0.06 290,108 20,000


Common Shares Jamieson, Philip 3, 4 22/03/2011 10 0.105 142,041 -100,000

Senior Gold Producers Income Corp.

Class A Shares Brompton Corp. 7 23/03/2011 10 9.75 188,900 -1,500






Class A Shares Brompton Corp. 7 24/03/2011 10 10 174,700 -2,000

SHAW COMMUNICATIONS INC.

Non-Voting Shares Class "B"

Fletcher, Donald 5 21/03/2011 51 19.54 34,400 8,000



Fletcher, Donald 5 21/03/2011 10 19.54 -8,000



Fletcher, Donald 5 21/03/2011 10 20.54 26,400 -8,000



Fletcher, Donald 5 21/03/2011 30 20.94 2,643 206



Fletcher, Donald 5 24/03/2011 10 20.47 0 -2,643


Options Fletcher, Donald 5 21/03/2011 51 19.54 137,000 -8,000



McKenzie, Ronald E. 5 03/11/2010 00



McKenzie, Ronald E. 5 03/11/2010 00



McKenzie, Ronald E. 5 31/12/2010 30 20.9 115

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3986


T/O Unit Price


Acquired/ Disposed



McKenzie, Ronald E. 5 31/12/2010 30 20.9 115



McKenzie, Ronald E. 5 03/11/2010 00 312



McKenzie, Ronald E. 5 31/12/2010 30 20.9 427 115

ShawCor Ltd. Subordinate Voting Shares Class A

Shaw, Heather Ann 4 16/03/2011 47 35.71 -6,600


Shaw, Heather Ann 4 16/03/2011 10 34.7 200


Shaw, Heather Ann 4 16/03/2011 10 34.7 200


Shaw, Heather Ann 4 16/03/2011 10 34.85 11,155 900


Shaw, Heather Ann 4 16/03/2011 10 34.76 11,255 100


Shaw, Heather Ann 4 16/03/2011 10 34.72 11,455 200


Shaw, Heather Ann 4 16/03/2011 10 34.71 11,755 300


Shaw, Heather Ann 4 16/03/2011 10 34.7 11,955 200


Shaw, Heather Ann 4 16/03/2011 10 34.69 12,155 200


Shaw, Heather Ann 4 16/03/2011 10 34.68 12,255 100


Shaw, Heather Ann 4 16/03/2011 47 35.71 5,655 -6,600


Shaw, Heather Ann 4 17/03/2011 10 35.69 7,655 2,000


Shaw, Heather Ann 4 17/03/2011 10 35.676 10,255 2,600

Shield Gold Inc. Common Shares Sinclair-Jones, Howard W. 3, 4, 5 16/03/2011 10 0.095 1,132,570 5,000 Silver Bear Resources Inc. Common Shares Threlkeld, Raymond

Wesley 5 18/03/2011 10 1.05 0 -100,000

Silver Bear Resources Inc. Options Threlkeld, Raymond Wesley

5 18/03/2011 52 0 -416,666

Silver Predator Corp. Options McDonald, Piers 4 16/12/2010 00 60,000 Silver Standard Resources Inc.

Common Shares Johnston, David L. 4 21/03/2011 51 21.3 22,000 20,000

Silver Standard Resources Inc.

Common Shares Johnston, David L. 4 21/03/2011 10 28.62 1,000


Common Shares Johnston, David L. 4 21/03/2011 10 28.62 21,000 -1,000





























Insider Reporting

April 1, 2011 (2011) 34 OSCB 3987


T/O Unit Price


Acquired/ Disposed










Common Shares Johnston, David L. 4 22/03/2011 10 28.3 100


Common Shares Johnston, David L. 4 22/03/2011 10 28.3 7,000 -100














Options Johnston, David L. 4 21/03/2011 51 21.3 64,000 -20,000

Silver Wheaton Corp. Units Performance Shares

Barnes, Peter Derek 4, 5 15/10/2004 00

Silver Wheaton Corp. Common Shares Brough, John 4 25/03/2011 10 42.55 8,021 -2,000 Silver Wheaton Corp. Common Shares Carpenter, Bradley William 7 22/03/2011 51 10.88 5,150 5,000 Silver Wheaton Corp. Common Shares Carpenter, Bradley William 7 22/03/2011 10 42.8 150 -5,000 Silver Wheaton Corp. Options Carpenter, Bradley William 7 22/03/2011 51 10.88 54,000 -5,000 Silver Wheaton Corp. Common Shares Kopp, Bradley Jason 5 21/03/2011 10 40.5 700 -700 Silver Wheaton Corp. Common Shares Kopp, Bradley Jason 5 22/03/2011 10 40.75 0 -700 Silver Wheaton Corp. Common Shares Tatarkin, Nikola 5 23/03/2011 51 15.45 13,000 10,000 Silver Wheaton Corp. Common Shares Tatarkin, Nikola 5 23/03/2011 10 44.5 3,000 -10,000 Silver Wheaton Corp. Options Tatarkin, Nikola 5 23/03/2011 51 15.45 96,500 -10,000 SILVERCORP METALS INC.

Common Shares without par value

Drake, Earl 4 18/03/2011 10 13.1 40,080 -6,920

SILVERCORP METALS INC.


Drake, Earl 4 21/03/2011 10 13.42 35,580 -4,500



Drake, Earl 4 21/03/2011 10 13.42 35,080 -500



Drake, Earl 4 21/03/2011 10 13.45 28,000 -7,080



Waldman, Lorne 5 21/03/2011 51 5.99 19,400 15,000



Waldman, Lorne 5 21/03/2011 10 12.99 5,000 -14,400


Options Waldman, Lorne 5 21/03/2011 51 165,000 -15,000

Sino-Forest Corporation Options Chan, Tak Yuen 4, 5 17/03/2011 50 1,326,177 52,187 Sino-Forest Corporation Options Chen, Hua 5 17/03/2011 50 136,735 12,095 Sino-Forest Corporation Options Cheung, (Eric) Chan Hung 5 14/08/2008 00 Sino-Forest Corporation Options Cheung, (Eric) Chan Hung 5 14/08/2008 00 Sino-Forest Corporation Options Cheung, (Eric) Chan Hung 5 14/08/2008 00 75,000 Sino-Forest Corporation Options Ho, George Siu Lung 5 17/03/2011 50 157,853 7,828 Sino-Forest Corporation Options Horsley, David 5 17/03/2011 50 129,054 31,916 Sino-Forest Corporation Options Hung, Cham Tong 5 17/03/2011 50 92,600 8,733 Sino-Forest Corporation Options Ip, Albert H. P. 7 17/03/2011 50 170,279 14,404 Sino-Forest Corporation Common Shares Maradin, Thomas Mathew 5 24/03/2011 00 30,000

Sino-Forest Corporation Options Maradin, Thomas Mathew 5 24/03/2011 00 95,653

Sino-Forest Corporation Options Martin, W. Judson 4, 5 17/03/2011 50 219,616 22,614 Sino-Forest Corporation Options Xu, Ni 5 17/03/2011 50 87,556 7,431 Sino-Forest Corporation Options Zhao, Wei Mao 5 17/03/2011 50 161,735 12,095 SNC-Lavalin Group Inc. Unités d'actions différées

(hauts dirigeants) ASHRAF, Feroz 5 11/03/2011 56 2,182

SNC-Lavalin Group Inc. Unités d'actions différées (hauts dirigeants)

ASHRAF, Feroz 5 11/03/2011 56 55 3,518 2,182

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3988


T/O Unit Price


Acquired/ Disposed

SNC-Lavalin Group Inc. Unités de participation en actions/Performance Share Units

ASHRAF, Feroz 5 11/03/2011 56 2,182


ASHRAF, Feroz 5 11/03/2011 56 55 3,518 2,182


BEAUDOIN, Jean 5 11/03/2011 56 2,762


BEAUDOIN, Jean 5 11/03/2011 56 55 5,482 2,762


BEAUDOIN, Jean 5 11/03/2011 56 2,762


BEAUDOIN, Jean 5 11/03/2011 56 55 22,804 2,762

SNC-Lavalin Group Inc. Common Shares BEN AISSA,, Riadh 5 24/03/2011 51 24.267 11,900 3,500 SNC-Lavalin Group Inc. Common Shares BEN AISSA,, Riadh 5 24/03/2011 10 56.339 8,400 -3,500 SNC-Lavalin Group Inc. Options BEN AISSA,, Riadh 5 24/03/2011 51 24.267 102,000 -3,500 SNC-Lavalin Group Inc. Unités d'actions différées

(hauts dirigeants) BEN AISSA,, Riadh 5 11/03/2011 56 2,864


BEN AISSA,, Riadh 5 11/03/2011 56 55 8,275 2,864


BEN AISSA,, Riadh 5 11/03/2011 56 2,864


BEN AISSA,, Riadh 5 11/03/2011 56 55 19,227 2,864


BURKE, James 5 11/03/2011 56 2,269


BURKE, James 5 11/03/2011 56 55 4,434 2,269


BURKE, James 5 11/03/2011 56 2,269


BURKE, James 5 11/03/2011 56 55 10,963 2,269


DUHAIME, Pierre 4 11/03/2011 56 10,909


DUHAIME, Pierre 4 11/03/2011 56 55 20,929 10,909


DUHAIME, Pierre 4 11/03/2011 56 10,909


DUHAIME, Pierre 4 11/03/2011 56 55 72,588 10,909


Lamarre, Patrick 5 11/03/2011 56 2,250


Lamarre, Patrick 5 11/03/2011 56 55 4,376 2,250

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3989


T/O Unit Price


Acquired/ Disposed


Lamarre, Patrick 5 11/03/2011 56 2,250


Lamarre, Patrick 5 11/03/2011 56 55 10,787 2,250


LARAMÉE, Gilles 5 11/03/2011 56 2,864


LARAMÉE, Gilles 5 11/03/2011 56 55 5,584 2,864


LARAMÉE, Gilles 5 11/03/2011 56 2,864


LARAMÉE, Gilles 5 11/03/2011 56 55 99,202 2,864


NOVAK, Michael C. 5 11/03/2011 56 2,591


NOVAK, Michael C. 5 11/03/2011 56 55 5,239 2,591


NOVAK, Michael C. 5 11/03/2011 56 2,591


NOVAK, Michael C. 5 11/03/2011 56 55 125,552 2,591


PINGAT, Jean-Claude 5 11/03/2011 56 2,304


PINGAT, Jean-Claude 5 11/03/2011 56 55 5,000 2,304


PINGAT, Jean-Claude 5 11/03/2011 56 2,304


PINGAT, Jean-Claude 5 11/03/2011 56 55 30,659 2,304


RATE, Charles 5 11/03/2011 56 2,284


RATE, Charles 5 11/03/2011 56 55 4,469 2,284


RATE, Charles 5 11/03/2011 56 2,284


RATE, Charles 5 11/03/2011 56 55 11,117 2,284

Softchoice Corporation Common Shares Wright, Kevin Jason 5 25/03/2011 10 8.94 15,485 -1,000 Solium Capital Inc. Common Shares Moorehead, Colleen Jill 4 31/12/2010 30 1.36 60,620 10,620 Sonoro Energy Ltd. Common Shares Hamersma, Robin 5 17/03/2011 10 0.29 457,500 75,000 Southern Andes Energy Inc. (formerly Solex Resources Corp.)

Common Shares Inwentash, Sheldon 3, 6 22/02/2011 10 0.75 200,000

Southern Andes Energy Inc. (formerly Solex Resources Corp.)


Insider Reporting

April 1, 2011 (2011) 34 OSCB 3990


T/O Unit Price


Acquired/ Disposed


Common Shares Inwentash, Sheldon 3, 6 23/02/2011 10 0.6628 3,038,984




Common Shares Inwentash, Sheldon 3, 6 24/02/2011 10 0.66 566,000


Common Shares Inwentash, Sheldon 3, 6 24/02/2011 10 0.66 11,107,667 2,740,484




Common Shares Pinetree Capital Ltd. 3 22/02/2011 10 0.75 200,000


Common Shares Pinetree Capital Ltd. 3 22/02/2011 10 0.7 8,068,683 766,000


Common Shares Pinetree Capital Ltd. 3 24/02/2011 10 0.66 566,000


Common Shares Pinetree Capital Ltd. 3 24/02/2011 10 0.66 11,107,667 2,740,484


Common Shares Pinetree Capital Ltd. 3 18/03/2011 10 0.3626 11,607,667 500,000

Southern Pacific Resource Corp.

Common Shares Barefoot, Jeffrey Arthur 5 21/03/2011 10 1.69 94,674 -275,850


Common Shares Barefoot, Jeffrey Arthur 5 24/03/2011 10 1.72 36,684 -57,990


Common Shares Cullen, Kenneth Norman 4 22/03/2011 00


Common Shares Cullen, Kenneth Norman 4 22/03/2011 00 25,000


Options Cullen, Kenneth Norman 4 22/03/2011 00


Options Cullen, Kenneth Norman 4 24/03/2011 50 1.7 250,000 250,000

Sparton Resources Inc. Common Shares Inwentash, Sheldon 6 14/03/2011 54 0.15 1,716,667 816,667 Sparton Resources Inc. Common Shares Inwentash, Sheldon 6 14/03/2011 54 0.15 2,966,667 1,250,000 Sparton Resources Inc. Warrants Inwentash, Sheldon 6 14/03/2011 54 1,700,000 -816,667 Sparton Resources Inc. Warrants Inwentash, Sheldon 6 14/03/2011 54 450,000 -1,250,000 Sparton Resources Inc. Common Shares thompson, edward george 4, 5 21/03/2011 10 0.15 1,212,000 7,500 Specialty Foods Group Income Fund

Debentures Exchangeable Subordinated (Specialty Foods Group, Inc.)

Abramson, Randall 3 17/03/2011 11 99 $7,990,100 -$46,000

Specialty Foods Group Income Fund

Debentures Exchangeable Subordinated (Specialty Foods Group, Inc.)

Abramson, Randall 3 17/03/2011 11 99 $8,036,100 $46,000

Spot Coffee (Canada) Ltd. Common Shares Gress, Alexander Edward 4 25/03/2011 10 0.09 1,007,184 10,000 Spot Coffee (Canada) Ltd. Common Shares Lorenzo, John Michael 4 18/03/2011 10 0.1 2,112,146 7,000 Spot Coffee (Canada) Ltd. Common Shares Lorenzo, John Michael 4 21/03/2011 10 0.1 2,119,646 7,500 Sprott Resource Corp. Common Shares Winn, Michael D. 4 23/06/2010 10 0 -25,000 Sprott Resource Lending Corp.

Common Shares Steuter, Andrew 5 24/01/2011 00

Sprott Resource Lending Corp.

Common Shares Steuter, Andrew 5 14/03/2011 10 1.76 9,700 9,700


Warrants Steuter, Andrew 5 24/01/2011 00


Warrants Steuter, Andrew 5 23/03/2011 53 1.76 150,000 150,000

Sprylogics International Corp.

Common Shares Frank, Michael 4, 5 17/03/2011 10 0.02 568,842 15,000

Sprylogics International Corp.

Common Shares Frank, Michael 4, 5 17/03/2011 10 0.025 668,842 100,000

Stantec Inc. Options Shillington, Keith Alexander 5 17/02/2011 50 28.65 5,000

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3991


T/O Unit Price


Acquired/ Disposed

Stantec Inc. Options Shillington, Keith Alexander 5 17/02/2011 50 28.65 24,000 5,000

Starcore International Mines Ltd.

Common Shares Kleine, Ralf M. 5 21/03/2011 10 0.932 500,000 50,000

Stem Cell Therapeutics Corp.

Common Shares Douglas-Crampton, Chloe 5 14/03/2011 10 0.11 25,000 -31,000

Sterling Shoes Inc. Common Shares Oshry, Solomon 4 22/03/2011 90 1.52 8,885 -3,289 Sterling Shoes Inc. Common Shares Oshry, Solomon 4 22/03/2011 90 1.52 8,665 3,289 Stonegate Agricom Ltd. Common Shares Curtis, Laurence Wilson 4 20/04/2010 00 Stonegate Agricom Ltd. Common Shares Curtis, Laurence Wilson 4 22/03/2011 54 0.75 35,756 35,756 Stonegate Agricom Ltd. Warrants 2011 Curtis, Laurence Wilson 4 20/04/2010 00 Stonegate Agricom Ltd. Warrants 2011 Curtis, Laurence Wilson 4 06/01/2011 97 35,756 35,756 Stonegate Agricom Ltd. Warrants 2011 Curtis, Laurence Wilson 4 22/03/2011 54 0.75 0 -35,756 Strateco Resources Inc. Common Shares Couture, Paul-Henri 4 13/01/2011 00 Stream Oil & Gas Ltd. Common Shares Hodgson, James Robert 4 15/03/2011 10 2.162 4,750 4,750 Stream Oil & Gas Ltd. Common Shares Kapotas, Sotirios 4, 5 14/03/2011 10 6,354,401 4,500 Stream Oil & Gas Ltd. Common Shares Kapotas, Sotirios 4, 5 24/03/2011 10 6,357,401 3,000 Stream Oil & Gas Ltd. Common Shares Kapotas, Sotirios 4, 5 25/03/2011 10 6,359,101 1,700 Stream Oil & Gas Ltd. Common Shares Tognetti, John 3 30/04/2010 00 Stream Oil & Gas Ltd. Common Shares Tognetti, John 3 30/04/2010 00 10,300 Strongbow Exploration Inc. Common Shares Peckford, Alfred Brian 4 21/03/2011 10 0.64 70,000 -40,000 Strongbow Exploration Inc. Common Shares Peckford, Alfred Brian 4 23/03/2011 10 0.588 50,000 -20,000 Strongbow Exploration Inc. Common Shares Peckford, Alfred Brian 4 23/03/2011 10 0.58 30,000 -20,000 Sulliden Gold Corporation Ltd.

Common Shares COLEMAN, James Hayward

4 25/03/2011 54 0.8 758,614 192,307

Sulliden Gold Corporation Ltd.

Warrants COLEMAN, James Hayward

4 25/03/2011 54 0.8 0 -192,307

Sun Life Financial Inc. Common Shares Anderson, William D. 4 18/03/2011 10 30.41 1,350 Sun Life Financial Inc. Common Shares Anderson, William D. 4 18/03/2011 10 30.41 1,350 Sun Life Financial Inc. Common Shares Anderson, William D. 4 18/03/2011 10 30.41 5,750 1,850 Sun Life Financial Inc. Common Shares Stewart, Donald A. 4, 5 21/03/2011 51 20.08 81,660 60,000 Sun Life Financial Inc. Common Shares Stewart, Donald A. 4, 5 21/03/2011 10 31.05 78,660 -3,000 Sun Life Financial Inc. Common Shares Stewart, Donald A. 4, 5 21/03/2011 10 31.08 74,560 -4,100 Sun Life Financial Inc. Common Shares Stewart, Donald A. 4, 5 21/03/2011 10 31.09 67,060 -7,500 Sun Life Financial Inc. Common Shares Stewart, Donald A. 4, 5 21/03/2011 10 31.1 62,460 -4,600 Sun Life Financial Inc. Common Shares Stewart, Donald A. 4, 5 21/03/2011 10 31.11 55,160 -7,300 Sun Life Financial Inc. Common Shares Stewart, Donald A. 4, 5 21/03/2011 10 31.13 48,860 -6,300 Sun Life Financial Inc. Common Shares Stewart, Donald A. 4, 5 21/03/2011 10 31.14 46,860 -2,000 Sun Life Financial Inc. Common Shares Stewart, Donald A. 4, 5 21/03/2011 10 31.17 43,560 -3,300 Sun Life Financial Inc. Common Shares Stewart, Donald A. 4, 5 21/03/2011 10 31.15 38,560 -5,000 Sun Life Financial Inc. Common Shares Stewart, Donald A. 4, 5 21/03/2011 10 31.16 35,560 -3,000 Sun Life Financial Inc. Common Shares Stewart, Donald A. 4, 5 21/03/2011 10 31.06 34,560 -1,000 Sun Life Financial Inc. Common Shares Stewart, Donald A. 4, 5 21/03/2011 10 31.03 33,560 -1,000 Sun Life Financial Inc. Common Shares Stewart, Donald A. 4, 5 21/03/2011 10 31.04 31,560 -2,000 Sun Life Financial Inc. Common Shares Stewart, Donald A. 4, 5 21/03/2011 10 31.07 29,560 -2,000 Sun Life Financial Inc. Common Shares Stewart, Donald A. 4, 5 21/03/2011 10 31.12 21,660 -7,900 Sun Life Financial Inc. Options Stewart, Donald A. 4, 5 21/03/2011 51 20.08 2,362,118 -60,000 Sun Life Financial Inc. Common Shares Thompson, Westley 5 18/03/2011 51 28.35 72,500 72,500 Sun Life Financial Inc. Common Shares Thompson, Westley 5 18/03/2011 10 30.62 69,700 -2,800 Sun Life Financial Inc. Common Shares Thompson, Westley 5 18/03/2011 10 30.63 69,400 -300 Sun Life Financial Inc. Common Shares Thompson, Westley 5 18/03/2011 10 30.64 69,300 -100 Sun Life Financial Inc. Common Shares Thompson, Westley 5 18/03/2011 10 30.6 67,300 -2,000 Sun Life Financial Inc. Common Shares Thompson, Westley 5 18/03/2011 10 30.59 65,300 -2,000 Sun Life Financial Inc. Common Shares Thompson, Westley 5 18/03/2011 10 30.61 65,200 -100 Sun Life Financial Inc. Common Shares Thompson, Westley 5 18/03/2011 10 30.51 62,100 -3,100 Sun Life Financial Inc. Common Shares Thompson, Westley 5 18/03/2011 10 30.5 59,200 -2,900 Sun Life Financial Inc. Common Shares Thompson, Westley 5 18/03/2011 10 30.53 57,200 -2,000 Sun Life Financial Inc. Common Shares Thompson, Westley 5 18/03/2011 10 30.55 56,200 -1,000 Sun Life Financial Inc. Common Shares Thompson, Westley 5 18/03/2011 10 30.57 54,200 -2,000 Sun Life Financial Inc. Common Shares Thompson, Westley 5 18/03/2011 10 30.58 52,200 -2,000 Sun Life Financial Inc. Common Shares Thompson, Westley 5 18/03/2011 10 30.49 50,200 -2,000 Sun Life Financial Inc. Common Shares Thompson, Westley 5 18/03/2011 10 30.52 49,600 -600 Sun Life Financial Inc. Common Shares Thompson, Westley 5 18/03/2011 10 30.45 43,700 -5,900 Sun Life Financial Inc. Common Shares Thompson, Westley 5 18/03/2011 10 30.41 29,100 -14,600 Sun Life Financial Inc. Common Shares Thompson, Westley 5 18/03/2011 10 30.4 16,300 -12,800 Sun Life Financial Inc. Common Shares Thompson, Westley 5 18/03/2011 10 30.42 15,300 -1,000 Sun Life Financial Inc. Common Shares Thompson, Westley 5 18/03/2011 10 30.43 14,200 -1,100 Sun Life Financial Inc. Common Shares Thompson, Westley 5 18/03/2011 10 30.44 4,300 -9,900 Sun Life Financial Inc. Common Shares Thompson, Westley 5 18/03/2011 10 30.46 3,000 -1,300 Sun Life Financial Inc. Common Shares Thompson, Westley 5 18/03/2011 10 30.39 1,000 -2,000 Sun Life Financial Inc. Common Shares Thompson, Westley 5 18/03/2011 10 30.38 0 -1,000 Sun Life Financial Inc. Options Thompson, Westley 5 18/03/2011 51 28.35 639,666 -72,500 Suncor Energy Inc. Common Shares Ferguson, John Thomas 4 21/03/2011 51 10.67 46,000 16,000 Suncor Energy Inc. Common Shares Ferguson, John Thomas 4 21/03/2011 10 44.176 30,000 -16,000

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3992


T/O Unit Price


Acquired/ Disposed

Suncor Energy Inc. Options Key Contributor/Executive Stock Options

Ferguson, John Thomas 4 21/03/2011 51 10.67 68,000 -16,000

Suncor Energy Inc. Common Shares Huff, John Rossman 4 22/03/2011 51 10.67 56,000 16,000 Suncor Energy Inc. Common Shares Huff, John Rossman 4 22/03/2011 10 44.3 40,000 -16,000 Suncor Energy Inc. Options Key

Contributor/Executive Stock Options

Huff, John Rossman 4 22/03/2011 51 10.67 64,000 -16,000

Suncor Energy Inc. Performance Units Kehler, Thomas Patrick 7 05/02/2010 56 4,300 Suncor Energy Inc. Performance Units Kehler, Thomas Patrick 7 05/02/2010 56 11,060 4,300 Sustainable Energy Technologies Ltd.

Warrants DHCT II Luxembourg S.a.r.l.

3 22/03/2011 11 22,609,774 4,848,484

Synex International Inc. Common Shares Stephens, Alan William 4, 5 25/03/2011 10 0.44 597,555 -5,000 Synex International Inc. Common Shares sunell, gregory jack 3, 4, 7, 1 23/03/2011 30 0.4 3,570,089 53,500 TAG Oil Ltd Options BERTUZZI, RONALD 4 08/02/2011 50 7.15 150,000 50,000 TAG Oil Ltd Options Cadenhead, Drew 5 22/11/2010 52 6.5 518,571 -10,000 TAG Oil Ltd Options Cadenhead, Drew 5 08/02/2011 50 7.15 125,000 TAG Oil Ltd Options Cadenhead, Drew 5 08/02/2011 50 7.15 125,000 TAG Oil Ltd Options Cadenhead, Drew 5 08/02/2011 50 7.15 493,571 125,000 TAG Oil Ltd Options Guidi, Alex P. 3 07/11/2007 00 TAG Oil Ltd Options Guidi, Alex P. 3 07/11/2007 00 TAG Oil Ltd Options Guidi, Alex P. 3 07/11/2007 00 TAG Oil Ltd Options Guidi, Alex P. 3 08/02/2011 50 7.15 125,000 125,000 TAG Oil Ltd Common Shares Johnson, Blair 5 02/12/2009 00 40,000 TAG Oil Ltd Common Shares Johnson, Blair 5 15/03/2011 10 6.75 23,400 -16,600 TAG Oil Ltd Common Shares Johnson, Blair 5 15/03/2011 10 6.75 13,400 -10,000 TAG Oil Ltd Common Shares Johnson, Blair 5 21/03/2011 10 7 12,300 -1,100 TAG Oil Ltd Common Shares Johnson, Blair 5 21/03/2011 10 7 3,600 -8,700 TAG Oil Ltd Common Shares Johnson, Blair 5 21/03/2011 10 7 0 -3,600 TAG Oil Ltd Options Johnson, Blair 5 08/02/2011 50 7.15 225,000 100,000 TAG Oil Ltd Options Johnson, Blair 5 09/02/2011 36 1.25 185,000 -40,000 TAG Oil Ltd Common Shares Johnson, Garth Evan 4 18/03/2011 10 6.75 34,000 -400 TAG Oil Ltd Common Shares Johnson, Garth Evan 4 18/03/2011 10 6.72 32,000 -2,000 TAG Oil Ltd Common Shares Johnson, Garth Evan 4 18/03/2011 10 6.75 30,400 -1,600 TAG Oil Ltd Common Shares Johnson, Garth Evan 4 21/03/2011 10 6.78 28,400 -2,000 TAG Oil Ltd Common Shares Johnson, Garth Evan 4 21/03/2011 10 6.75 26,400 -2,000 TAG Oil Ltd Common Shares Johnson, Garth Evan 4 22/03/2011 10 6.9 21,400 -5,000 TAG Oil Ltd Common Shares Johnson, Garth Evan 4 23/03/2011 10 7 19,400 -2,000 TAG Oil Ltd Common Shares Johnson, Garth Evan 4 23/03/2011 10 7 16,400 -3,000 TAG Oil Ltd Common Shares Johnson, Garth Evan 4 24/03/2011 10 6.85 13,800 -2,600 TAG Oil Ltd Common Shares Johnson, Garth Evan 4 24/03/2011 10 6.95 12,100 -1,700 TAG Oil Ltd Common Shares Johnson, Garth Evan 4 25/03/2011 10 6.85 9,700 -2,400 TAG Oil Ltd Options Johnson, Garth Evan 4 08/02/2011 50 7.15 598,571 125,000 TAG Oil Ltd Options Perone, Giuseppe (Pino) 5 08/02/2011 50 7.15 136,786 35,000 TAG Oil Ltd Options Vaccaro, John 4 08/02/2011 50 7.15 125,000 50,000 Talon Metals Corp. Options Kinross, Gregory Stephen 4 17/01/2011 50 1.58 35,000 Talon Metals Corp. Options Kinross, Gregory Stephen 4 17/01/2011 50 1.58 400,000 35,000 Taranis Resources Inc. Common Shares Kent, George Robert 4, 5 18/03/2011 10 0.2262 3,366,000 20,000 Teck Resources Limited Class B Subordinate

Voting Shares Caisse de dépôt et placement du Québec

3 18/03/2011 10 53.37 3,238,866 4,800

Teck Resources Limited Class B Subordinate Voting Shares

Caisse de dépôt et placement du Québec

3 24/03/2011 10 52.4 3,239,366 500

Teck Resources Limited Class B Subordinate Voting Shares

Caisse de dépôt et placement du Québec

3 24/03/2011 10 53.37 3,339,366 100,000

Telehop Communications Inc.

Options Panet, Fred 5 22/12/2010 10 0.08 3,000 3,000


Options Panet, Fred 5 04/01/2011 00


Options Panet, Fred 5 31/01/2011 50 0.1 101,500 98,500


Common Shares Smith, David Alan Charles 5 18/03/2011 10 0.12 20,000 10,000

TELUS Corporation Common Shares Blair, Joshua Andrew 5 31/12/2010 30 911 911 TELUS Corporation Common Shares Blair, Joshua Andrew 5 31/12/2010 30 1,194 283 TELUS Corporation Restricted Share Units Blair, Joshua Andrew 5 23/02/2011 30 46.48 59,628 23,670 TELUS Corporation Restricted Share Units Blair, Joshua Andrew 5 23/02/2011 30 44.31 62,165 2,537 Tembec Inc. Common Shares Patel, Mahendra A. 5 25/03/2011 30 5.89 16,176 1,000 Tembec Inc. Common Shares Patel, Mahendra A. 5 25/03/2011 30 5.89 6,000 1,000 Terra Energy Corp. Common Shares Beatty, Timothy A 5 30/01/2004 00 Terra Energy Corp. Common Shares Beatty, Timothy A 5 24/03/2011 10 1.17 8,350 8,350 Terra Energy Corp. Common Shares Morel, Cas H. 4, 5 31/10/2002 00 Terra Energy Corp. Common Shares Morel, Cas H. 4, 5 17/03/2011 10 1.03 5,000 5,000 Terra Energy Corp. Common Shares Morel, Cas H. 4, 5 17/03/2011 10 1.04 7,000 2,000 Terra Energy Corp. Common Shares Morel, Cas H. 4, 5 17/03/2011 10 1.04 10,000 3,000

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3993


T/O Unit Price


Acquired/ Disposed

Terra Energy Corp. Common Shares Morel, Cas H. 4, 5 18/03/2011 10 1.05 12,000 2,000 Terra Energy Corp. Common Shares Morel, Cas H. 4, 5 18/03/2011 10 1.05 14,000 2,000 Terra Energy Corp. Common Shares Morel, Cas H. 4, 5 21/03/2011 10 1.06 18,000 4,000 Terra Energy Corp. Common Shares Morel, Cas H. 4, 5 22/03/2011 10 1.08 20,000 2,000 Terra Energy Corp. Common Shares Morel, Cas H. 4, 5 23/03/2011 10 1.12 21,700 1,700 Tethys Petroleum Limited Common Shares Wells, William Paul Wells 3 22/03/2011 10 1.45 29,386,600 20,000 Tethys Petroleum Limited Common Shares Wells, William Paul Wells 3 23/03/2011 10 1.4358 29,398,600 12,000 Tethys Petroleum Limited Common Shares Wells, William Paul Wells 3 24/03/2011 10 1.45 29,410,092 11,492 The Skor Food Group Inc. Common Shares Capobianco, Vince 3, 4, 5 18/03/2011 51 0.25 1,087,400 25,000 The Skor Food Group Inc. Common Shares Capobianco, Vince 3, 4, 5 18/03/2011 51 0.41 1,137,400 50,000 The Skor Food Group Inc. Common Shares Capobianco, Vince 3, 4, 5 18/03/2011 51 0.64 1,162,400 25,000 The Skor Food Group Inc. Options Capobianco, Vince 3, 4, 5 18/03/2011 51 0.25 75,000 -25,000 The Skor Food Group Inc. Options Capobianco, Vince 3, 4, 5 18/03/2011 51 0.41 25,000 -50,000 The Skor Food Group Inc. Options Capobianco, Vince 3, 4, 5 18/03/2011 51 0.64 0 -25,000 The Skor Food Group Inc. Common Shares Corvese, Steve 3, 4, 5 18/03/2011 51 0.25 711,900 25,000 The Skor Food Group Inc. Common Shares Corvese, Steve 3, 4, 5 18/03/2011 51 0.41 761,900 50,000 The Skor Food Group Inc. Common Shares Corvese, Steve 3, 4, 5 18/03/2011 51 0.64 786,900 25,000 The Skor Food Group Inc. Options Corvese, Steve 3, 4, 5 18/03/2011 51 0.25 75,000 -25,000 The Skor Food Group Inc. Options Corvese, Steve 3, 4, 5 18/03/2011 51 0.41 25,000 -50,000 The Skor Food Group Inc. Options Corvese, Steve 3, 4, 5 18/03/2011 52 0.64 0 -25,000 The Skor Food Group Inc. Common Shares Knebel, Bryan John 5 18/03/2011 51 0.41 35,000 25,000 The Skor Food Group Inc. Common Shares Knebel, Bryan John 5 18/03/2011 51 0.64 60,000 25,000 The Skor Food Group Inc. Options Knebel, Bryan John 5 18/03/2011 51 0.41 25,000 -25,000 The Skor Food Group Inc. Options Knebel, Bryan John 5 18/03/2011 51 0.64 0 -25,000 The Skor Food Group Inc. Common Shares lewis, john 1 24/03/2011 10 1.3 601,000 -37,000 The Skor Food Group Inc. Common Shares Macdonald, Robert George

Ades4 23/03/2011 51 0.25 115,000 25,000

The Skor Food Group Inc. Common Shares Macdonald, Robert George Ades

4 23/03/2011 51 0.41 165,000 50,000

The Skor Food Group Inc. Common Shares Macdonald, Robert George Ades

4 23/03/2011 51 0.64 190,000 25,000

The Skor Food Group Inc. Options Macdonald, Robert George Ades

4 23/03/2011 51 0.25 230,000 -25,000


4 23/03/2011 51 0.41 180,000 -50,000


4 23/03/2011 51 0.64 155,000 -25,000

The Skor Food Group Inc. Common Shares Newman, G. Michael 4 18/03/2011 51 0.41 140,000 50,000 The Skor Food Group Inc. Common Shares Newman, G. Michael 4 18/03/2011 51 0.64 165,000 25,000 The Skor Food Group Inc. Options Newman, G. Michael 4 18/03/2011 51 0.41 85,000 -50,000 The Skor Food Group Inc. Options Newman, G. Michael 4 18/03/2011 51 0.64 60,000 -25,000 The Toronto-Dominion Bank Common Shares CUSIP

891160 50 9 Currie, Theresa Lynn 5 31/12/2005 30 54.02 85

The Toronto-Dominion Bank Common Shares CUSIP 891160 50 9

Currie, Theresa Lynn 5 31/12/2005 30 54.02 168 127


Currie, Theresa Lynn 5 30/12/2006 30 58.66 133


Currie, Theresa Lynn 5 31/12/2006 30 58.66 133


Currie, Theresa Lynn 5 31/12/2006 30 58.66 245 77


Dorrance, Robert E 5 20/12/2002 00


Dorrance, Robert E 5 20/12/2002 00 210

Thomson Reuters Corporation

Common Shares Daleo, Robert 5 23/03/2011 57 127,999 58


Restricted Share Units Daleo, Robert 5 15/03/2011 30 38.5 287,955 108


Restricted Share Units Daleo, Robert 5 23/03/2011 57 274,403 -108


Common Shares Smith, James Clifton 5 23/03/2011 57 30,015 57


Restricted Share Units Smith, James Clifton 5 15/03/2011 30 38.5 276,840 100


Restricted Share Units Smith, James Clifton 5 23/03/2011 57 264,384 -100

Tim Hortons Inc. Common Shares Aebker, Jill E. 5 31/12/2010 30 2,139 23 Tim Hortons Inc. Restricted Stock Units Aebker, Jill E. 5 22/03/2011 35 45.13 2,894 11 Tim Hortons Inc. Restricted Stock Units Anthony, Douglas G. 7 22/03/2011 35 45.13 2,894 11 Tim Hortons Inc. Deferred Stock Units

(DSU)Atkins, Margaret Shan 4 22/03/2011 35 45.13 9,263 35

Tim Hortons Inc. Common Shares Blackmore, David J.G. 7 31/12/2010 30 1,876 19 Tim Hortons Inc. Restricted Stock Units Blackmore, David J.G. 7 22/03/2011 35 45.13 3,699 14

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3994


T/O Unit Price


Acquired/ Disposed

Tim Hortons Inc. Common Shares Bonikowsky, Scott 5 31/12/2010 30 2,072 47 Tim Hortons Inc. Common Shares Bonikowsky, Scott 5 31/12/2010 30 2,076 4 Tim Hortons Inc. Restricted Stock Units Bonikowsky, Scott 5 22/03/2011 35 45.13 2,894 11 Tim Hortons Inc. Common Shares Clanachan, David F. 5 31/12/2010 30 49,078 396 Tim Hortons Inc. Restricted Stock Units Clanachan, David F. 5 22/03/2011 35 45.13 7,491 28 Tim Hortons Inc. Common Shares Devine, Cynthia Jane 5 28/09/2009 00 Tim Hortons Inc. Common Shares Devine, Cynthia Jane 5 28/09/2009 00 Tim Hortons Inc. Common Shares Devine, Cynthia Jane 5 28/09/2009 00 64,695 Tim Hortons Inc. Common Shares Devine, Cynthia Jane 5 31/12/2009 30 66,979 117 Tim Hortons Inc. Common Shares Devine, Cynthia Jane 5 31/12/2010 30 71,820 561 Tim Hortons Inc. Common Shares Devine, Cynthia Jane 5 31/12/2010 30 72,224 404 Tim Hortons Inc. Restricted Stock Units Devine, Cynthia Jane 5 22/03/2011 35 45.13 7,491 28 Tim Hortons Inc. Common Shares Dimmel, D. Bruce 7 31/12/2010 30 2,195 36 Tim Hortons Inc. Restricted Stock Units Dimmel, D. Bruce 7 22/03/2011 35 45.13 2,894 11 Tim Hortons Inc. Common Shares Endres, Michael 4 31/12/2010 30 32,751 32 Tim Hortons Inc. Deferred Stock Units

(DSU)Endres, Michael 4 22/03/2011 35 45.13 12,947 49

Tim Hortons Inc. Common Shares Fife, Diana 5 31/12/2010 30 3,755 16 Tim Hortons Inc. Restricted Stock Units Fife, Diana 5 22/03/2011 35 45.13 2,894 11 Tim Hortons Inc. Common Shares Fragnelli, Peter 5 31/12/2010 30 8,883 7 Tim Hortons Inc. Restricted Stock Units Fragnelli, Peter 5 22/03/2011 35 45.13 2,894 11 Tim Hortons Inc. Common Shares Fraser, Garry 7 31/12/2010 30 7,632 13 Tim Hortons Inc. Restricted Stock Units Fraser, Garry 7 22/03/2011 35 45.13 2,223 8 Tim Hortons Inc. Restricted Stock Units Fryday, Jeff 7 22/03/2011 35 45.13 2,005 7 Tim Hortons Inc. Deferred Stock Units

(DSU)Greene, Moya Marguerite 4 22/03/2011 35 45.13 9,022 34

Tim Hortons Inc. Common Shares Harrop, Clark 7 31/12/2010 30 3,190 9 Tim Hortons Inc. Restricted Stock Units Harrop, Clark 7 22/03/2011 35 45.13 1,575 6 Tim Hortons Inc. Common Shares Hemeon, John M. 5 31/12/2010 30 330 4 Tim Hortons Inc. Restricted Stock Units Hemeon, John M. 5 22/03/2011 35 45.13 7,197 27 Tim Hortons Inc. Common Shares Hills, John B. 7 31/12/2010 30 1,940 23 Tim Hortons Inc. Restricted Stock Units Hills, John B. 7 22/03/2011 35 45.13 2,894 10 Tim Hortons Inc. Common Shares Hollis, Glenn O. 7 31/12/2010 30 2,455 26 Tim Hortons Inc. Restricted Stock Units Hollis, Glenn O. 7 22/03/2011 35 45.13 4,694 17 Tim Hortons Inc. Common Shares House, Paul 4, 5 31/12/2010 30 169,468 1,284 Tim Hortons Inc. Restricted Stock Units House, Paul 4, 5 22/03/2011 35 45.13 5,037 19 Tim Hortons Inc. Common Shares Iacobucci, Frank 4 31/12/2010 30 6,583 22 Tim Hortons Inc. Deferred Stock Units

(DSU)Iacobucci, Frank 4 22/03/2011 35 45.13 22,756 86

Tim Hortons Inc. Common Shares Javor, Nikola S. 5 31/12/2010 30 7,641 112 Tim Hortons Inc. Restricted Stock Units Javor, Nikola S. 5 22/03/2011 35 45.13 4,695 18 Tim Hortons Inc. Common Shares Johnston, Stephen A. 5 31/12/2010 30 9,156 121 Tim Hortons Inc. Restricted Stock Units Johnston, Stephen A. 5 22/03/2011 35 45.13 5,507 21 Tim Hortons Inc. Common Shares Kahansky, Steven A. 5 31/12/2010 30 3,607 7 Tim Hortons Inc. Restricted Stock Units Kahansky, Steven A. 5 22/03/2011 35 45.13 2,894 11 Tim Hortons Inc. Common Shares Kipker, Mira 7 31/12/2010 30 3,873 44 Tim Hortons Inc. Restricted Stock Units Kipker, Mira 7 22/03/2011 35 45.13 1,575 6 Tim Hortons Inc. Deferred Stock Units

(DSU)Lederer, John A. 4 22/03/2011 35 45.13 15,088 57

Tim Hortons Inc. Common Shares Lees, David 4 31/12/2010 30 6,600 22 Tim Hortons Inc. Deferred Stock Units

(DSU)Lees, David 4 22/03/2011 35 45.13 14,976 56

Tim Hortons Inc. Common Shares McMullen, David H. 7 31/12/2010 30 7,800 3 Tim Hortons Inc. Restricted Stock Units McMullen, David H. 7 22/03/2011 35 45.13 2,894 11 Tim Hortons Inc. Common Shares Meilleur, Mike 5 31/12/2010 30 6,030 20 Tim Hortons Inc. Restricted Stock Units Meilleur, Mike 5 22/03/2011 35 45.13 3,699 14 Tim Hortons Inc. Common Shares Michetti, Meredith 5 31/12/2010 30 2,921 31 Tim Hortons Inc. Restricted Stock Units Michetti, Meredith 5 22/03/2011 35 45.13 1,551 6 Tim Hortons Inc. Common Shares Moir, William A. 5 31/12/2010 30 100,405 237 Tim Hortons Inc. Restricted Stock Units Moir, William A. 5 22/03/2011 35 45.13 7,491 28 Tim Hortons Inc. Common Shares Montgomery, John R. 7 31/12/2010 30 9,655 125 Tim Hortons Inc. Restricted Stock Units Montgomery, John R. 7 22/03/2011 35 45.13 4,694 17 Tim Hortons Inc. Common Shares Mortimer, Glen A. 7 31/12/2010 30 7,608 89 Tim Hortons Inc. Restricted Stock Units Mortimer, Glen A. 7 22/03/2011 35 45.13 4,694 17 Tim Hortons Inc. Common Shares Myskiw, Michael J. 5 31/12/2010 30 5,389 48 Tim Hortons Inc. Restricted Stock Units Myskiw, Michael J. 5 22/03/2011 35 45.13 2,894 11 Tim Hortons Inc. Common Shares Nadeau, Michael G. 7 31/12/2010 30 2,628 5 Tim Hortons Inc. Restricted Stock Units Nadeau, Michael G. 7 22/03/2011 35 45.13 2,894 11 Tim Hortons Inc. Common Shares Nesbitt, James C. 5 31/12/2010 30 7,305 19 Tim Hortons Inc. Restricted Stock Units Nesbitt, James C. 5 22/03/2011 35 45.13 2,894 11 Tim Hortons Inc. Deferred Stock Units

(DSU)Osborne, Ronald Walter 4 22/03/2011 35 45.13 7,897 29

Tim Hortons Inc. Common Shares Pelino, Brigid V. 5 31/12/2010 30 25,215 158 Tim Hortons Inc. Restricted Stock Units Pelino, Brigid V. 5 22/03/2011 35 45.13 5,507 21

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3995


T/O Unit Price


Acquired/ Disposed

Tim Hortons Inc. Common Shares Piggot, Cara M. 7 31/12/2010 30 1,676 24 Tim Hortons Inc. Restricted Stock Units Piggot, Cara M. 7 22/03/2011 35 45.13 2,894 11 Tim Hortons Inc. Common Shares Preston, James H. 7 31/12/2010 30 13,248 159 Tim Hortons Inc. Restricted Stock Units Preston, James H. 7 22/03/2011 35 45.13 4,694 17 Tim Hortons Inc. Common Shares Sales, Wayne Carlyle 4 31/12/2010 30 11,968 28 Tim Hortons Inc. Deferred Stock Units

(DSU)Sales, Wayne Carlyle 4 22/03/2011 35 45.13 14,656 55

Tim Hortons Inc. Common Shares Schroeder, Donald B. 4, 5 31/12/2010 30 73,187 24 Tim Hortons Inc. Restricted Stock Units Schroeder, Donald B. 4, 5 22/03/2011 35 45.13 20,150 76 Tim Hortons Inc. Common Shares Toop, R. Scott 5 31/12/2010 30 1,171 1 Tim Hortons Inc. Restricted Stock Units Toop, R. Scott 5 22/03/2011 35 45.13 3,216 12 Tim Hortons Inc. Common Shares Vogeli, Gregory A. 7 31/12/2010 30 1,233 17 Tim Hortons Inc. Restricted Stock Units Vogeli, Gregory A. 7 22/03/2011 35 45.13 1,575 6 Tim Hortons Inc. Common Shares Walton, Roland M. 5 31/12/2010 30 68,894 394 Tim Hortons Inc. Restricted Stock Units Walton, Roland M. 5 22/03/2011 35 45.13 7,491 28 Tim Hortons Inc. Common Shares Wettlaufer, Michelle 5 31/12/2010 30 6,422 36 Tim Hortons Inc. Restricted Stock Units Wettlaufer, Michelle 5 22/03/2011 35 45.13 4,694 17 Tim Hortons Inc. Common Shares Wiant, James A. 5 31/12/2010 30 8,238 18 Tim Hortons Inc. Restricted Stock Units Wiant, James A. 5 22/03/2011 35 45.13 2,894 11 Tim Hortons Inc. Deferred Stock Units

(DSU)Williams, Catherine 4 22/03/2011 35 45.13 7,169 27

Toromont Industries Ltd. Common Shares McLeod, Steven Douglas 5 23/03/2011 10 30.71 75,700 -700 Toromont Industries Ltd. Common Shares McLeod, Steven Douglas 5 23/03/2011 10 30.7 75,400 -300 Toromont Industries Ltd. Common Shares McLeod, Steven Douglas 5 23/03/2011 10 30.66 74,400 -1,000 Toromont Industries Ltd. Common Shares McLeod, Steven Douglas 5 23/03/2011 10 30.57 74,300 -100 Toromont Industries Ltd. Common Shares McLeod, Steven Douglas 5 23/03/2011 10 30.56 72,900 -1,400 Toromont Industries Ltd. Common Shares McLeod, Steven Douglas 5 23/03/2011 10 30.52 72,300 -600 Toromont Industries Ltd. Common Shares McLeod, Steven Douglas 5 23/03/2011 10 30.51 70,600 -1,700 Toromont Industries Ltd. Common Shares McLeod, Steven Douglas 5 23/03/2011 10 30.5 61,400 -9,200 Torquay Oil Corp. Common Shares Class A Elliott International Capital

Advisors Inc. 3 15/03/2011 10 1.8335 2,952,120 48,540

Torquay Oil Corp. Common Shares Class A Elliott International Capital Advisors Inc.

3 16/03/2011 10 1.9009 2,958,540 6,420


3 17/03/2011 10 1.9991 2,970,840 12,300


3 18/03/2011 10 1.9936 1,960


3 18/03/2011 10 1.9935 2,972,800 1,960


3 18/03/2011 10 1.9935 2,973,780 980


3 21/03/2011 10 1.954 2,978,640 4,860


3 22/03/2011 10 1.9754 2,980,380 1,740


3 23/03/2011 10 1.9557 2,984,880 4,500

Torquay Oil Corp. Common Shares Class A Singer, Paul Elliott 3 15/03/2011 10 1.8335 1,968,080 32,360







Torstar Corporation Non-Voting Shares Class B

Oliver, Ian Alan 7 21/03/2011 51 10,547 10,547


Oliver, Ian Alan 7 21/03/2011 10 13.8 0 -10,547


Oliver, Ian Alan 7 21/03/2011 51 3,653 3,653


Oliver, Ian Alan 7 21/03/2011 10 13.8 0 -3,653


Oliver, Ian Alan 7 21/03/2011 51 800 800


Oliver, Ian Alan 7 21/03/2011 10 13.81 0 -800

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3996


T/O Unit Price


Acquired/ Disposed


Oliver, Ian Alan 7 21/03/2011 51 600 600


Oliver, Ian Alan 7 21/03/2011 10 13.82 0 -600


Oliver, Ian Alan 7 21/03/2011 51 100 100


Oliver, Ian Alan 7 21/03/2011 10 13.83 0 -100


Oliver, Ian Alan 7 22/03/2011 51 5,394 5,394


Oliver, Ian Alan 7 22/03/2011 10 13.8 0 -5,394

Torstar Corporation Options Class B non-voting shares

Oliver, Ian Alan 7 21/03/2011 51 8.37 116,189 -10,547


Oliver, Ian Alan 7 21/03/2011 51 6.33 112,536 -3,653


Oliver, Ian Alan 7 21/03/2011 51 6.33 111,736 -800


Oliver, Ian Alan 7 21/03/2011 51 13.82 111,136 -600


Oliver, Ian Alan 7 21/03/2011 51 6.33 111,036 -100


Oliver, Ian Alan 7 22/03/2011 51 6.33 105,642 -5,394

Total Energy Services Inc. Common Shares Macson, Bradley John 5 25/03/2011 10 17 65,999 -25,000 Total Energy Services Inc. Common Shares Strilchuk, Russell Peter 5 24/03/2011 10 16.9 53,403 -7,500 Tourmaline Oil Corp. Common Shares MacDonald, Andrew B. 4 22/03/2011 00 50,000 Tourmaline Oil Corp. Options MacDonald, Andrew B. 4 22/03/2011 00 75,000 TransAlta Corporation Common Shares Farrell, Dawn Lorraine 5 23/07/2007 00 TransAlta Corporation Common Shares Farrell, Dawn Lorraine 5 18/03/2011 10 20.5 622 622 TransAlta Corporation Common Shares Farrell, Dawn Lorraine 5 18/03/2011 10 20.51 26,300 5,390 TransAlta Corporation Common Shares Farrell, Dawn Lorraine 5 18/03/2011 10 20.5 8,354 2,207 TransAlta Corporation Common Shares Farrell, Dawn Lorraine 5 23/07/2007 00 TransAlta Corporation Common Shares Farrell, Dawn Lorraine 5 18/03/2011 10 20.51 1,513 1,513 TransAlta Corporation Common Shares Farrell, Dawn Lorraine 5 23/07/2007 00 TransAlta Corporation Common Shares Farrell, Dawn Lorraine 5 18/03/2011 10 20.51 710 710 TransAlta Corporation Common Shares Jackson, Douglas Allan 5 22/03/2011 10 20.54 5,014 1,000 TransAlta Corporation Common Shares Mohamed, Parviz 5 16/03/2011 90 277 -1,264 TransAlta Corporation Common Shares Mohamed, Parviz 5 16/03/2011 90 9,021 1,264 Transat A.T. inc. Action à droit de vote de

catégorie B Fonds de solidarité FTQ 3 16/03/2011 11 12.4 -293,400

Transat A.T. inc. Action à droit de vote de catégorie B

Fonds de solidarité FTQ 3 16/03/2011 11 12.4 4,681,926 293,400


Fonds de solidarité FTQ 3 17/03/2011 11 12.49 -46,100














Godbout, Daniel 7 21/03/2011 10 12.78 48,978 375


Godbout, Daniel 7 21/03/2011 10 12.77 2,628 425


Graham, Allen B. 7 21/03/2011 10 12.7 30,847 4,500

TransCanada Corporation Common Shares Anderson, Brandon M. 7 31/12/2010 30 36.48 1,629 343 TransCanada Corporation Common Shares Anderson, Brandon M. 7 31/12/2010 30 35.35 1,694 65 TransCanada Corporation Common Shares Anderson, Ronald D. 5 31/12/2010 30 35.29 2,763 121 TransCanada Corporation Common Shares Anderson, Ronald D. 5 31/12/2010 30 36.48 7,680 384 TransCanada Corporation Common Shares Anderson, Ronald D. 5 31/12/2010 30 35.3 8,019 339 TransCanada Corporation Common Shares Baggs, James M. 5 31/12/2010 30 35.29 643 28 TransCanada Corporation Common Shares Baggs, James M. 5 31/12/2010 30 35.28 2,558 101 TransCanada Corporation Common Shares Baggs, James M. 5 31/12/2010 30 36.49 154 TransCanada Corporation Common Shares Baggs, James M. 5 31/12/2010 30 36.49 1,764 120 TransCanada Corporation Common Shares Baggs, James M. 5 31/12/2010 30 35.28 1,781 17 TransCanada Corporation Common Shares Baggs, James M. 5 31/12/2010 30 35.29 28

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3997


T/O Unit Price


Acquired/ Disposed

TransCanada Corporation Common Shares Becker, Steven D. 5 31/12/2010 30 36.48 3,922 356 TransCanada Corporation Common Shares Becker, Steven D. 5 31/12/2010 30 35.31 4,091 169 TransCanada Corporation Common Shares Bennett, Terry J. 7 31/12/2010 30 35.6 1,235 15 TransCanada Corporation Common Shares Bennett, Terry J. 7 31/12/2010 30 35.31 1,247 12 TransCanada Corporation Common Shares Bennett, Terry J. 7 31/12/2010 30 35.32 2,721 60 TransCanada Corporation Common Shares Bennett, Terry J. 7 31/12/2010 30 36.48 2,881 160 TransCanada Corporation Rights Deferred Share

Units Benson, Kevin E. 4 31/12/2010 56 32,633 3,887

TransCanada Corporation Rights Deferred Share Units

Benson, Kevin E. 4 31/12/2010 35 36.29 33,640 1,007

TransCanada Corporation Common Shares Brett, Sean M. 7 31/12/2010 30 36.52 454 128 TransCanada Corporation Common Shares Brett, Sean M. 7 31/12/2010 30 35.24 459 5 TransCanada Corporation Common Shares Burney, Derek Hudson 4 31/12/2010 30 35.29 4,418 191 TransCanada Corporation Rights Deferred Share

Units Burney, Derek Hudson 4 31/12/2010 50 3,774


Burney, Derek Hudson 4 31/12/2010 56 30,130 3,774


Burney, Derek Hudson 4 31/12/2010 30 36.29 31,054 924

TransCanada Corporation Common Shares Calantone, Carl S. 5 31/12/2010 30 36.48 1,860 288 TransCanada Corporation Common Shares Calantone, Carl S. 5 31/12/2010 30 35.33 1,936 76 TransCanada Corporation Common Shares Calantone, Carl S. 5 31/12/2010 30 35.3 11 1 TransCanada Corporation Common Shares Cashin, John B 5 31/12/2010 30 36.48 4,287 68 TransCanada Corporation Common Shares Cashin, John B 5 31/12/2010 30 35.29 4,480 193 TransCanada Corporation Common Shares Clark, Stephen M.V. 5 31/12/2010 30 36.48 6,478 306 TransCanada Corporation Common Shares Clark, Stephen M.V. 5 31/12/2010 30 35.3 6,764 286 TransCanada Corporation Common Shares Cook, Ronald L. 5 31/12/2010 30 35.29 3,083 134 TransCanada Corporation Common Shares Cook, Ronald L. 5 31/12/2010 30 36.49 3,359 364 TransCanada Corporation Common Shares Cook, Ronald L. 5 31/12/2010 30 35.32 3,502 143 TransCanada Corporation Common Shares Coutts, Rick T. 7 31/12/2010 30 36.49 3,943 382 TransCanada Corporation Common Shares Coutts, Rick T. 7 31/12/2010 30 35.31 4,112 169 TransCanada Corporation Common Shares DeGrandis, Donald J. 5 31/12/2010 30 36.48 377 286 TransCanada Corporation Common Shares DeGrandis, Donald J. 5 31/12/2010 30 35.69 386 9 TransCanada Corporation Common Shares Delkus, Kristine 7, 5 31/12/2010 30 36.48 5,240 360 TransCanada Corporation Common Shares Delkus, Kristine 7, 5 31/12/2010 30 35.31 5,468 228 TransCanada Corporation Rights Deferred Share

Units Dobson, Wendy K. 4 31/12/2010 56 43,292 1,450


Dobson, Wendy K. 4 31/12/2010 35 36.27 44,709 1,417


Draper, E. Linn 4 31/12/2010 56 33,515 4,334


Draper, E. Linn 4 31/12/2010 35 36.29 34,540 1,025

TransCanada Corporation Common Shares EMOND, STEVE A. 5 31/12/2010 30 36.49 2,407 297 TransCanada Corporation Common Shares EMOND, STEVE A. 5 31/12/2010 30 35.32 2,509 102 TransCanada Corporation Common Shares Ferguson, Dean K. 7 31/12/2010 30 36.48 3,769 365 TransCanada Corporation Common Shares Ferguson, Dean K. 7 31/12/2010 30 36.07 3,761 -8 TransCanada Corporation Common Shares Ferguson, Dean K. 7 31/12/2010 30 35.31 3,922 161 TransCanada Corporation Common Shares Gateman, Richard N. 5 31/12/2010 30 36.48 2,108 302 TransCanada Corporation Common Shares Gateman, Richard N. 5 31/12/2010 30 35.33 2,195 87 TransCanada Corporation Rights Deferred Share

Units Gauthier, Paule 4 31/12/2010 56 38,581 2,077


Gauthier, Paule 4 31/12/2010 35 36.27 39,824 1,243

TransCanada Corporation Common Shares Girling, Russell 5 31/12/2010 30 36.58 13,462 1,218 TransCanada Corporation Common Shares Girling, Russell 5 31/12/2010 30 35.31 14,040 578 TransCanada Corporation Common Shares Goulet, Corey J. 7 31/12/2010 30 36.5 1,707 334 TransCanada Corporation Common Shares Goulet, Corey J. 7 31/12/2010 30 35.35 1,775 68 TransCanada Corporation Common Shares Hanrahan, Wendy 5 31/12/2010 30 36.48 2,006 329 TransCanada Corporation Common Shares Hanrahan, Wendy 5 31/12/2010 30 35.34 2,088 82 TransCanada Corporation Common Shares Hawkins, Kerry Lloyd 4 31/12/2010 30 35.28 1,111 48 TransCanada Corporation Rights Deferred Share

Units Hawkins, Kerry Lloyd 4 31/12/2010 56 59,949 3,853


Hawkins, Kerry Lloyd 4 31/12/2010 35 36.27 61,868 1,919

TransCanada Corporation Common Shares Hobbs, Lee G. 5 31/12/2010 30 36.51 1,978 464 TransCanada Corporation Common Shares Hobbs, Lee G. 5 31/12/2010 30 36.06 1,967 -11 TransCanada Corporation Common Shares Hobbs, Lee G. 5 31/12/2010 30 35.36 2,044 77 TransCanada Corporation Common Shares Hunter, Joel E. 7 31/12/2010 30 36.56 563 113 TransCanada Corporation Common Shares Hunter, Joel E. 7 31/12/2010 30 35.46 573 10 TransCanada Corporation Common Shares Jenkins, Andrew K. 5 31/12/2010 30 36.48 24 24 TransCanada Corporation Common Shares Jenkins, Andrew K. 5 31/12/2010 30 35.68 34 10 TransCanada Corporation Common Shares Johannson, Karl 5 31/12/2010 30 36.48 14,082 1,871 TransCanada Corporation Common Shares Johannson, Karl 5 31/12/2010 30 35.33 14,670 588

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3998


T/O Unit Price


Acquired/ Disposed

TransCanada Corporation Common Shares Johnston, Christine R. 7 31/12/2010 30 36.49 334 296 TransCanada Corporation Common Shares Johnston, Christine R. 7 31/12/2010 30 35.84 341 7 TransCanada Corporation Common Shares Jones, Robert E. 7 31/12/2010 30 36.51 5,688 330 TransCanada Corporation Common Shares Jones, Robert E. 7 31/12/2010 30 35.3 5,937 249 TransCanada Corporation Rights Deferred Share

Units Joskow, Paul L. 4 31/12/2010 56 22,040 1,495


Joskow, Paul L. 4 31/12/2010 35 36.5 22,744 704

TransCanada Corporation Common Shares Keys, Patrick M. 7 31/12/2010 30 36.49 4,102 314 TransCanada Corporation Common Shares Keys, Patrick M. 7 31/12/2010 30 35.31 4,280 178 TransCanada Corporation Common Shares King, Dan A. 7 31/12/2010 30 36.5 4,185 282 TransCanada Corporation Common Shares King, Dan A. 7 31/12/2010 30 35.3 4,367 182 TransCanada Corporation Common Shares Kohlenberg, David M. 5 31/12/2010 30 35.28 135 6 TransCanada Corporation Common Shares Kohlenberg, David M. 5 31/12/2010 30 36.48 1,869 300 TransCanada Corporation Common Shares Kohlenberg, David M. 5 31/12/2010 30 35.34 1,945 76 TransCanada Corporation Common Shares Kruselnicki, Peter 5 31/12/2010 30 36.48 1,164 300 TransCanada Corporation Common Shares Kruselnicki, Peter 5 31/12/2010 30 35.37 1,208 44 TransCanada Corporation Common Shares Kunz, Kenneth W. 7 31/12/2010 30 36.48 3,671 302 TransCanada Corporation Common Shares Kunz, Kenneth W. 7 31/12/2010 30 35.31 3,830 159 TransCanada Corporation Common Shares Lamb, Garry 5 31/12/2010 30 36.48 8,992 301 TransCanada Corporation Common Shares Lamb, Garry 5 31/12/2010 30 35.3 9,393 401 TransCanada Corporation Common Shares LANGFORD, BILL W.A. 7 31/12/2010 30 36.48 629 261 TransCanada Corporation Common Shares LANGFORD, BILL W.A. 7 31/12/2010 30 35.44 650 21 TransCanada Corporation Common Shares Lohnes, Gregory Alan 5 31/12/2010 30 36.55 2,898 620 TransCanada Corporation Common Shares Lohnes, Gregory Alan 5 31/12/2010 30 35.35 3,012 114 TransCanada Corporation Common Shares MacGregor, Paul F. 5 31/12/2010 30 36.49 4,514 418 TransCanada Corporation Common Shares MacGregor, Paul F. 5 31/12/2010 30 35.31 4,708 194 TransCanada Corporation Rights Deferred Share

Units MacNaughton, John Alan 4 31/12/2010 56 25,666 3,848


MacNaughton, John Alan 4 31/12/2010 35 36.29 26,440 774

TransCanada Corporation Common Shares Marchand, Donald R. 5 31/12/2010 30 36.62 6,952 415 TransCanada Corporation Common Shares Marchand, Donald R. 5 31/12/2010 30 35.3 7,256 304 TransCanada Corporation Common Shares McConaghy, Dennis John 5 31/12/2010 30 36.48 15,821 548 TransCanada Corporation Common Shares McConaghy, Dennis John 5 31/12/2010 30 35.3 16,526 705 TransCanada Corporation Common Shares McMaster, Sean 5 31/12/2010 30 36.48 7,300 1,645 TransCanada Corporation Common Shares McMaster, Sean 5 31/12/2010 30 35.36 7,586 286 TransCanada Corporation Common Shares MEIER, VERN J. 7 31/12/2010 30 36.48 2,471 261 TransCanada Corporation Common Shares MEIER, VERN J. 7 31/12/2010 30 36.01 2,456 -15 TransCanada Corporation Common Shares MEIER, VERN J. 7 31/12/2010 30 35.32 2,560 104 TransCanada Corporation Common Shares Menuz, G. Glen 5 31/12/2010 30 36.49 1,204 339 TransCanada Corporation Common Shares Menuz, G. Glen 5 31/12/2010 30 35.38 1,249 45 TransCanada Corporation Common Shares Miller, Paul E. 7 31/12/2010 30 36.51 3,549 332 TransCanada Corporation Common Shares Miller, Paul E. 7 31/12/2010 30 35.31 3,701 152 TransCanada Corporation Common Shares Moneta, David B. 7 31/12/2010 30 36.48 6,594 184 TransCanada Corporation Common Shares Moneta, David B. 7 31/12/2010 30 35.29 6,889 295 TransCanada Corporation Common Shares Montemurro, David 7 31/12/2010 30 35.29 1,668 73 TransCanada Corporation Common Shares Murray, Geoff 7 31/12/2010 30 36.52 1,026 274 TransCanada Corporation Common Shares Murray, Geoff 7 31/12/2010 30 35.38 1,065 39 TransCanada Corporation Common Shares Murray, Geoff 7 22/03/2011 10 39.18 407 -658 TransCanada Corporation Common Shares O'Brien, David Peter 4 31/12/2010 30 35.84 44,714 1,462 TransCanada Corporation Rights Deferred Share

Units O'Brien, David Peter 4 31/12/2010 56 40,871 2,861


O'Brien, David Peter 4 31/12/2010 35 26.28 42,175 1,304

TransCanada Corporation Common Shares Palmer, Anthony M. 5 31/12/2010 30 36.5 1,427 314 TransCanada Corporation Common Shares Palmer, Anthony M. 5 31/12/2010 30 35.36 1,483 56 TransCanada Corporation Common Shares Patry, Dean C. 7 31/12/2010 30 36.48 1,316 329 TransCanada Corporation Common Shares Patry, Dean C. 7 31/12/2010 30 36.58 1,310 -6 TransCanada Corporation Common Shares Patry, Dean C. 7 31/12/2010 30 35.37 1,360 50 TransCanada Corporation Common Shares Pohlod, Stefan 7 31/12/2010 30 36.48 6,869 309 TransCanada Corporation Common Shares Pohlod, Stefan 7 31/12/2010 30 35.3 7,173 304 TransCanada Corporation Common Shares Pourbaix, Alex 5 31/12/2010 30 35.29 13,011 566 TransCanada Corporation Common Shares Raiss, Sarah 5 31/12/2010 30 36.48 13,210 549 TransCanada Corporation Common Shares Raiss, Sarah 5 31/12/2010 30 35.3 13,796 586 TransCanada Corporation Common Shares Samuel, Murray J. 5 31/12/2010 30 36.48 6,498 343 TransCanada Corporation Common Shares Samuel, Murray J. 5 31/12/2010 30 35.3 6,784 286 TransCanada Corporation Common Shares Scaman, Garnet J. 7 31/12/2010 30 36.5 10,270 620 TransCanada Corporation Common Shares Scaman, Garnet J. 7 31/12/2010 30 35.3 10,720 450 TransCanada Corporation Common Shares Schock, Steven 5 31/12/2010 30 36.48 6,855 844 TransCanada Corporation Common Shares Schock, Steven 5 31/12/2010 30 35.32 7,143 288 TransCanada Corporation Rights Deferred Share

Units Stephens, W.Thomas 4 31/12/2010 56 11,124 2,033

Insider Reporting

April 1, 2011 (2011) 34 OSCB 3999


T/O Unit Price


Acquired/ Disposed


Stephens, W.Thomas 4 31/12/2010 35 36.3 11,451 327

TransCanada Corporation Common Shares Stewart, Donald Michael Godfrey

4 31/12/2010 30 35.63 1,573 55

TransCanada Corporation Common Shares Stewart, Donald Michael Godfrey

4 31/12/2010 30 35.28 11,374 309


Stewart, Donald Michael Godfrey

4 31/12/2010 56 13,060 1,451


Stewart, Donald Michael Godfrey

4 31/12/2010 35 36.29 13,464 404

TransCanada Corporation Common Shares Tate, Kenneth R. 7 31/12/2010 30 36.48 4,852 332 TransCanada Corporation Common Shares Tate, Kenneth R. 7 31/12/2010 30 35.31 5,063 211 TransCanada Corporation Common Shares Van der Put, Jan 7 31/12/2010 30 36.48 588 205 TransCanada Corporation Common Shares Van der Put, Jan 7 31/12/2010 30 35.41 609 21 TransCanada Corporation Common Shares Wishart, Donald M. 5 31/12/2010 30 36.5 10,110 802 TransCanada Corporation Common Shares Wishart, Donald M. 5 31/12/2010 30 35.31 10,548 438 TransCanada Corporation Common Shares Zimmerman, Mark A.P. 7 31/12/2010 30 38.14 27 27 TransForce Inc. Common Shares Bédard, Alain 4 29/04/2010 90 4,003,486 -2,168 TransForce Inc. Common Shares Bédard, Alain 4 29/04/2010 90 141,655 1,437 TransForce Inc. Common Shares Bédard, Alain 4 29/04/2010 90 72,846 731 TransGlobe Apartment Real Estate Investment Trust

Trust Units Hanczyk, Kelly Clark 4, 5 31/12/2010 30 10.25 2,530 30

TransGlobe Apartment Real Estate Investment Trust

Trust Units Veiner, Leslie 5 31/12/2010 30 10.25 2,530 30

TransGlobe Energy Corporation

Common Shares Gress, Albert 5 24/03/2011 51 2.29 4,000 2,000

TransGlobe Energy Corporation

Options Gress, Albert 5 24/03/2011 51 2.29 143,200 -2,000

Treasury Metals Inc. Common Shares Henderson, Marc Charles 4, 5 21/03/2011 16 1.6 2,477,248 50,000 TriStar Gold Inc. Common Shares Garrett, Diane Renee 4 14/03/2011 00 150,000 TriStar Gold Inc. Options Garrett, Diane Renee 4 14/03/2011 00 300,000 TriStar Gold Inc. Warrants Garrett, Diane Renee 4 14/03/2011 00 150,000 TriStar Gold Inc. Common Shares Jones, III, Mark E. 4 14/03/2011 10 0.8 3,180,751 40,000 TriStar Gold Inc. Common Shares Jones, III, Mark E. 4 15/03/2011 10 0.8 40,000 TriStar Gold Inc. Common Shares Jones, III, Mark E. 4 17/03/2011 10 0.72 3,190,751 10,000 TriStar Gold Inc. Common Shares Jones, III, Mark E. 4 18/03/2011 10 0.72 10,000 TriStar Gold Inc. Common Shares Jones, III, Mark E. 4 18/03/2011 10 0.73 3,200,751 10,000 TriStar Gold Inc. Common Shares Jones, III, Mark E. 4 21/03/2011 10 0.74 3,204,751 4,000 TriStar Gold Inc. Common Shares Jones, III, Mark E. 4 22/03/2011 10 0.72 3,220,751 16,000 Twin Butte Energy Ltd. Common Shares Brussa, John Albert 4 22/03/2011 00 241,690 Tyhee Development Corp Options Webb, David Ralph 4, 5 21/07/2008 50 0.38 270,000 Tyhee Development Corp Options Webb, David Ralph 4, 5 21/07/2008 50 0.38 2,831,500 270,000 Tyhee Gold Corp Options Anderson, Lorne B 5 21/03/2011 52 0.21 2,695,000 -310,500 Tyhee Gold Corp Options Burton, William D. 4 21/03/2011 52 0.21 1,446,000 -310,500 Tyhee Gold Corp Options Levesque, Bryan Douglas 7 21/03/2011 52 0.21 310,500 Tyhee Gold Corp Options Levesque, Bryan Douglas 7 21/03/2011 52 0.21 1,446,000 -310,500 Tyhee Gold Corp Options Mckay, Rodney John 8 21/03/2011 52 0.21 750,000 -233,000 Tyhee Gold Corp Options Pratico, Valmar Vincent 8 22/03/2011 52 0.21 1,099,000 -171,500 Tyhee Gold Corp Options Taschuk, Denis Michael 4 21/03/2011 52 0.21 2,167,000 -118,000 Tyhee Gold Corp Options Webb, David Ralph 4, 5 21/03/2011 52 3,405,000 -776,000 Upper Canada Gold Corporation

Options Gryba, Charles M. 4 17/12/2009 00

Upper Canada Gold Corporation

Options Gryba, Charles M. 4 17/12/2009 50 0.24 100,000 100,000

Ur-Energy Inc. Common Shares Klenda, Jeffrey T. 5 23/03/2011 10 1.881 1,429,900 -200,000 Uranium One Inc. Options Clarke, Paul Lewis 5 27/12/2010 50 160,000 130,000 Uranium One Inc. Options Eng, Gordon 5 27/12/2010 50 51,000 51,000 Uranium One Inc. Options Griffin, Michael Louis 5 27/12/2010 50 108,500 51,000 Uranium One Inc. Options Heyns, Thys 5 27/12/2010 50 154,323 100,000 Uranium One Inc. Options Knode, Ralph H., III 7 27/12/2010 50 137,500 137,500 Uranium One Inc. Options Magnuson, Steven Dale 5 27/12/2010 50 300,000 300,000 Uranium One Inc. Options Muller, Theunis Christian 5 27/12/2010 50 60,000 51,000 Uranium One Inc. Options Newton, Fletcher T. 5 27/12/2010 50 288,000 240,000 Uranium One Inc. Options Nortier, Daniel Jean 4, 7 10/03/2011 50 401,001 55,000 Uranium One Inc. Options Sattler, Christopher Joseph 7, 5 27/12/2010 50 367,340 300,000

Uranium One Inc. Options Sattler, Christopher Joseph 7, 5 10/03/2011 50 637,340 270,000

Uranium One Inc. Options Schindler, William Kim 5 27/12/2010 50 51,000 51,000 Uranium One Inc. Options SCHWAB, NORMAN

MICHAEL7 27/12/2010 50 128,464 51,000

Insider Reporting

April 1, 2011 (2011) 34 OSCB 4000


T/O Unit Price


Acquired/ Disposed

Uranium One Inc. Options Shashkova, Zoya Georgiyevna

7 27/12/2010 50 136,500 51,000

Uranium One Inc. Options Speight, Susan French 5 27/12/2010 50 298,000 100,000 Uranium One Inc. Options Telfer, Ian William 4, 5 15/03/2011 50 6.31 55,000 Uranium One Inc. Options Telfer, Ian William 4, 5 15/03/2011 50 6.31 1,130,000 110,000 Uranium One Inc. Options Wichers, Donna Lynn 7 27/12/2010 50 330,000 100,000 Uranium One Inc. Options Zhivov, Vadim 4 27/12/2010 50 500,000 500,000 Uranium One Inc. Options Zhivov, Vadim 4 10/03/2011 50 770,000 270,000 Valterra Resource Corporation

Common Shares Liverant, Robert 4 22/03/2011 11 0.05 1,095,833 292,500

Valterra Resource Corporation

Warrants Liverant, Robert 4 22/03/2011 11 0.1 650,833 292,500


Common Shares Odishaw, Edward 4 22/03/2011 11 0.05 1,091,667 262,500


Warrants Odishaw, Edward 4 22/03/2011 11 0.1 425,000 262,500


Common Shares Schindel, Barry 4 22/03/2011 11 0.05 357,364 200,020


Warrants Schindel, Barry 4 22/03/2011 11 0.1 357,364 200,020

Vena Resources Inc. Common Shares Grace, Kenneth 4 17/03/2011 10 0.35 21,900 -30,000 Vena Resources Inc. Common Shares Grace, Kenneth 4 21/03/2011 10 0.36 1,900 -20,000 Veraz Petroleum Ltd. Common Shares Christie, Colin Matthew 5 18/03/2011 30 0.7 144,670 2,201 Veresen Inc. Common Shares White, Stephen 4, 5 23/03/2011 30 12.567 31,413 206 Veresen Inc. Common Shares White, Stephen 4, 5 23/03/2011 30 12.567 31,413 206 Veresen Inc. Common Shares Zawadzki, Alexi Illya 5 21/03/2011 35 1,335 35 Vermilion Energy Inc. Common Shares Mac Dougall, G.R. (Bob) 5 31/12/2010 30 73,151 1,284 Vero Energy Inc. Common Shares Bachynski, Robert 5 23/03/2011 30 5.55 82,136 317 Vero Energy Inc. Common Shares Bartole, Doug 4, 5 23/03/2011 30 5.55 933,429 434 Vero Energy Inc. Common Shares Gilewicz, Gerald 5 23/03/2011 30 5.55 91,284 317 Vero Energy Inc. Common Shares KENDE, LESLIE FRANK 5 23/03/2011 30 5.55 43,872 317 Vero Energy Inc. Common Shares Manchester, Shane 5 23/03/2011 30 5.55 292,276 317 Vero Energy Inc. Common Shares Yakiwchuk, Kevin 5 23/03/2011 30 5.55 403,740 317 Viterra Inc. Key Employee Share Unit Ast, Edward Arthur 2 04/06/2010 00

Viterra Inc. Key Employee Share Unit Ast, Edward Arthur 2 18/03/2011 30 2,037

Viterra Inc. Key Employee Share Unit Ast, Edward Arthur 2 18/03/2011 30 2,037 2,037

Viterra Inc. Restricted/Performance Share Units

Ast, Edward Arthur 2 18/03/2011 30 6,936 2,154

Viterra Inc. Key Employee Share Unit Bell, James Russell 5 18/10/2010 00

Viterra Inc. Key Employee Share Unit Bell, James Russell 5 18/03/2011 30 7,366 7,366


Bell, James Russell 5 18/03/2011 30 43,662 7,790

Viterra Inc. Key Employee Share Unit Berger, Steven 5 27/11/2007 00

Viterra Inc. Key Employee Share Unit Berger, Steven 5 18/03/2011 30 7,593 7,593


Berger, Steven 5 18/03/2011 30 26,824 8,030

Viterra Inc. Key Employee Share Unit Brooks, Mike A. 5 13/08/2003 00

Viterra Inc. Key Employee Share Unit Brooks, Mike A. 5 18/03/2011 30 5,893 5,893


Brooks, Mike A. 5 18/03/2011 30 18,009 6,232

Viterra Inc. Key Employee Share Unit Cameron, Ronald Gordon 5 01/02/2005 00

Viterra Inc. Key Employee Share Unit Cameron, Ronald Gordon 5 18/03/2011 30 4,624 4,624


Cameron, Ronald Gordon 5 18/03/2011 30 16,919 4,890

Viterra Inc. Key Employee Share Unit Chapman, Don 5 23/10/2007 00

Viterra Inc. Key Employee Share Unit Chapman, Don 5 18/03/2011 30 17,725 17,725


Chapman, Don 5 18/03/2011 30 37,538 18,744

Viterra Inc. Key Employee Share Unit Gerrand, Karl 5 12/08/2003 00

Insider Reporting

April 1, 2011 (2011) 34 OSCB 4001


T/O Unit Price


Acquired/ Disposed

Viterra Inc. Key Employee Share Unit Gerrand, Karl 5 18/03/2011 30 6,483 6,483


Gerrand, Karl 5 18/03/2011 30 24,083 6,855

Viterra Inc. Key Employee Share Unit Gordon, Robert Francis 5 17/01/2010 00

Viterra Inc. Key Employee Share Unit Gordon, Robert Francis 5 18/03/2011 30 24,479 24,479


Gordon, Robert Francis 5 18/03/2011 30 56,745 25,887

Viterra Inc. Key Employee Share Unit Malecha, Francis 5 13/07/2003 00

Viterra Inc. Key Employee Share Unit Malecha, Francis 5 18/03/2011 30 29,465 29,465


Malecha, Francis 5 18/03/2011 30 139,346 31,160

Viterra Inc. Key Employee Share Unit McLennan, Rex John 5 04/02/2008 00

Viterra Inc. Key Employee Share Unit McLennan, Rex John 5 18/03/2011 30 23,199 23,199


McLennan, Rex John 5 18/03/2011 30 85,772 24,533

Viterra Inc. Key Employee Share Unit Miller, Robert Dana 5 04/04/2005 00

Viterra Inc. Key Employee Share Unit Miller, Robert Dana 5 18/03/2011 30 19,028 19,028


Miller, Robert Dana 5 18/03/2011 30 70,555 20,122

Viterra Inc. Key Employee Share Unit Mooney, William 5 06/11/2008 00

Viterra Inc. Key Employee Share Unit Mooney, William 5 18/03/2011 30 5,893 5,893


Mooney, William 5 06/11/2008 00


Mooney, William 5 06/11/2008 00 13,317


Mooney, William 5 18/03/2011 30 21,894 6,232

Viterra Inc. Key Employee Share Unit Schmidt, Mayo 5 13/08/2003 00

Viterra Inc. Key Employee Share Unit Schmidt, Mayo 5 18/03/2011 30 124,660 124,660


Schmidt, Mayo 5 18/03/2011 30 459,170 131,831

Viterra Inc. Key Employee Share Unit Theaker, Grant 5 13/08/2003 00

Viterra Inc. Key Employee Share Unit Theaker, Grant 5 18/03/2011 30 4,080 4,080


Theaker, Grant 5 18/03/2011 30 15,090 4,314

Viterra Inc. Key Employee Share Unit Vancha, Colleen 5 13/08/2003 00

Viterra Inc. Key Employee Share Unit Vancha, Colleen 5 18/03/2011 30 5,893 5,893


Vancha, Colleen 5 18/03/2011 30 21,894 6,232

Viterra Inc. Key Employee Share Unit Wonnacott, Doug 5 17/12/2007 00

Viterra Inc. Key Employee Share Unit Wonnacott, Doug 5 18/03/2011 30 18,246 18,246


Wonnacott, Doug 5 18/03/2011 30 66,126 19,296

Volta Resources Inc. Common Shares Lawrick, Victor Lewis 4 24/03/2011 10 2.13 102,924 -4,000 Wajax Corporation Rights Directors' Deferred

Share Unit Plan Barrett, Edward Malcolm 4 21/03/2011 56 38.57 16,407 64

Wajax Corporation Rights Directors' Deferred Share Unit Plan

Bourne, Ian Alexander 4 21/03/2011 56 38.57 7,365 29


Carty, Douglas 4 21/03/2011 56 38.57 2,269 9

Insider Reporting

April 1, 2011 (2011) 34 OSCB 4002


T/O Unit Price


Acquired/ Disposed


Dexter, Robert P. 4 21/03/2011 56 38.57 35,596 138


Duvar, Ivan E. H. 4 21/03/2011 56 38.57 13,479 52

Wajax Corporation Rights Share Ownership Plan

Dyck, Brian 5 21/03/2011 56 38.57 4,373 17


Eby, John Clifford 4 21/03/2011 56 38.57 7,712 30


Gagne, Paul Ernest 4 21/03/2011 56 38.57 22,274 86


Hamilton, John Joseph 5 21/03/2011 56 38.57 19,505 76


Hole, James Douglas 4 21/03/2011 56 38.57 13,616 53

Wajax Corporation Rights Deferred Share Program

Manning, Neil Donald 4 21/03/2011 56 38.57 28,883 112


Manning, Neil Donald 4 21/03/2011 56 38.57 52,062 202


Nielsen, Valerie Anne Abernethy

4 21/03/2011 56 38.57 30,800 119


Taylor, Alelxander S. 4 21/03/2011 56 38.57 2,549 10

WebTech Wireless Inc. Options Brownlee, Glen Murray 4 01/03/2004 00 WebTech Wireless Inc. Options Brownlee, Glen Murray 4 01/03/2004 00 50,000 WebTech Wireless Inc. Options Brownlee, Glen Murray 4 24/03/2011 50 265,024 50,000 WebTech Wireless Inc. Options Christie, Paul Alexander 4 24/03/2011 50 350,500 105,000 WebTech Wireless Inc. Options Edmonds, Scott Blair 5 24/03/2011 50 1,301,216 400,000 WebTech Wireless Inc. Options Juba, Lawrence Gerald 5 24/03/2011 50 466,998 205,000 WebTech Wireless Inc. Options Metcalfe, Leonard Harold 4 24/03/2011 50 195,020 75,000 WebTech Wireless Inc. Options Morden, Andrew 5 24/03/2011 50 251,000 50,000 WebTech Wireless Inc. Options Narwani, Dru 4 24/03/2011 50 150,002 5,000 WebTech Wireless Inc. Options Roberts, Peter W 4 24/03/2011 50 175,012 8,000 Wenzel Downhole Tools Ltd. Common Shares Boychuk, Henry Ronald 3 22/03/2011 10 2.3 6,561,373 -3,800

Wenzel Downhole Tools Ltd. Common Shares Boychuk, Henry Ronald 3 22/03/2011 10 2.28 6,557,573 -3,800

Wenzel Downhole Tools Ltd. Common Shares Boychuk, Henry Ronald 3 22/03/2011 10 2.26 6,556,673 -900





Wescast Industries Inc. Common Shares Class A Voting Shares

LeVan, Richard Bruce 7 22/03/2011 30 6,432 1,632

West Fraser Timber Co. Ltd. Options Clogg, Wayne 5 16/03/2011 59 143,043 -18,150

West Fraser Timber Co. Ltd. Options Hughes, Larry Sanford 5 17/03/2011 59 115,733 -3,000





West Fraser Timber Co. Ltd. Common Shares Ketcham, Samuel Wright 4 17/03/2011 10 56.15 374,768 -2,400

West Fraser Timber Co. Ltd. Common Shares Ketcham, Samuel Wright 4 17/03/2011 10 56.19 374,668 -100

West Fraser Timber Co. Ltd. Options Kuper, Maureen Faye 5 16/03/2011 59 19,700 -1,000

Insider Reporting

April 1, 2011 (2011) 34 OSCB 4003


T/O Unit Price


Acquired/ Disposed



West Fraser Timber Co. Ltd. Options Miller, Gerald 5 17/03/2011 59 240,305 -10,000

West Fraser Timber Co. Ltd. Options Seraphim, Edward 5 17/03/2011 59 121,330 -9,000

White Pine Resources Inc. Common Shares Cudney, Robert Douglas 3, 4, 5 08/03/2011 10 0.5 2,409,722 10,000 White Pine Resources Inc. Common Shares Cudney, Robert Douglas 3, 4, 5 15/03/2011 10 0.4 2,432,222 20,000 Whitecap Resources Inc. Options Fletcher, Gregory Scott 4 01/11/2010 50 4.74 50,000 Whitecap Resources Inc. Options Fletcher, Gregory Scott 4 01/11/2010 50 4.79 50,000 50,000 Whiteknight Acquisitions Inc. Common Shares ARBUCKLE, JOSH 4 22/03/2011 00 600,000

Whiteknight Acquisitions Inc. Common Shares HARRIS, KEITH RAYMOND

4 23/03/2011 00 200,000

Whiteknight Acquisitions Inc. Common Shares Mitchell, David 4, 5 23/03/2011 00 400,000

Whiteknight Acquisitions Inc. Options Mitchell, David 4, 5 23/03/2011 00

Whiteknight Acquisitions Inc. Options Mitchell, David 4, 5 23/03/2011 00 116,000

Whiteknight Acquisitions Inc. Common Shares Troitschanski, Ilja 4 23/03/2011 00 1,000,000

Winstar Resources Ltd. Common Shares Baker, Douglas N 4 22/03/2011 51 103,521 10,000 Winstar Resources Ltd. Options Baker, Douglas N 4 22/03/2011 51 33,500 -10,000 Winstar Resources Ltd. Common Shares Libin, Bruce Raymond 4 22/03/2011 51 2.9 501,573 20,000 Winstar Resources Ltd. Options Libin, Bruce Raymond 4 22/03/2011 51 2.9 45,500 -20,000 Winstar Resources Ltd. Common Shares Monachello, David Angelo 4, 5 22/03/2011 51 272,480 45,000

Winstar Resources Ltd. Common Shares Monachello, David Angelo 4, 5 23/03/2011 10 4 227,480 -45,000

Winstar Resources Ltd. Options Monachello, David Angelo 4, 5 22/03/2011 51 193,988 -45,000

World Energy Solutions, Inc. Common Shares Oldenburg, Carolyn 5 18/03/2011 97 5,519 401

World Energy Solutions, Inc. Restricted stock Oldenburg, Carolyn 5 18/03/2011 97 1,250 -625

Xceed Mortgage Corporation Common Shares Wahl, Ivan Stanley 4 16/03/2011 10 0.86 241,781 9,500

Xceed Mortgage Corporation Common Shares Wahl, Ivan Stanley 4 16/03/2011 10 0.86 242,481 700

Xceed Mortgage Corporation Common Shares Wahl, Ivan Stanley 4 17/03/2011 10 0.86 243,481 1,000

Xtreme Coil Drilling Corp. Common Shares Uchytil, Rodney J. 5 21/03/2011 10 5.4205 6,600 -4,900 Xtreme Coil Drilling Corp. Common Shares Uchytil, Rodney J. 5 21/03/2011 10 5.4146 0 -6,600 Yamana Gold Inc. Common Shares Cintra, Evandro 5 12/05/2010 57 89,542 12,000 Yamana Gold Inc. Restricted Shares Cintra, Evandro 5 12/05/2010 56 12,000 Yamana Gold Inc. Restricted Shares Cintra, Evandro 5 12/05/2010 57 56,103 -12,000 Yamana Gold Inc. Common Shares Costa, Ludovico Sebastiao 5 12/05/2010 57 39,807 26,667

Yamana Gold Inc. Common Shares Costa, Ludovico Sebastiao 5 21/03/2011 10 12.08 7,889 -52,946

Yamana Gold Inc. Restricted Shares Costa, Ludovico Sebastiao 5 12/05/2010 56 26,667

Yamana Gold Inc. Restricted Shares Costa, Ludovico Sebastiao 5 12/05/2010 57 103,278 -26,667

Yamana Gold Inc. Common Shares LeBlanc, Jason 5 12/05/2010 57 8,921 6,667 Yamana Gold Inc. Common Shares LeBlanc, Jason 5 18/03/2011 51 9.65 49,879 35,000 Yamana Gold Inc. Common Shares LeBlanc, Jason 5 18/03/2011 10 11.95 14,879 -35,000 Yamana Gold Inc. Options LeBlanc, Jason 5 18/03/2011 51 9.65 32,000 -35,000 Yamana Gold Inc. Restricted Shares LeBlanc, Jason 5 12/05/2010 56 6,667 Yamana Gold Inc. Restricted Shares LeBlanc, Jason 5 12/05/2010 56 -6,667 Yamana Gold Inc. Restricted Shares LeBlanc, Jason 5 12/05/2010 57 26,652 -6,667 Yamana Gold Inc. Common Shares Main, Charles 5 12/05/2010 57 151,312 24,000 Yamana Gold Inc. Restricted Shares Main, Charles 5 12/05/2010 56 24,000 Yamana Gold Inc. Restricted Shares Main, Charles 5 12/05/2010 57 104,295 -24,000 Yamana Gold Inc. Common Shares Martins, Ana Lucia 5 12/05/2010 57 16,112 8,000 Yamana Gold Inc. Restricted Shares Martins, Ana Lucia 5 12/05/2010 56 8,000 Yamana Gold Inc. Restricted Shares Martins, Ana Lucia 5 12/05/2010 57 37,055 -8,000 Yamana Gold Inc. Common Shares Marud, Darcy Edward 5 12/05/2010 57 96,840 20,000 Yamana Gold Inc. Restricted Shares Marud, Darcy Edward 5 12/05/2010 56 20,000 Yamana Gold Inc. Restricted Shares Marud, Darcy Edward 5 12/05/2010 57 84,044 -20,000 Yamana Gold Inc. Common Shares McKnight, Greg 5 12/05/2010 57 88,901 20,000

Insider Reporting

April 1, 2011 (2011) 34 OSCB 4004


T/O Unit Price


Acquired/ Disposed

Yamana Gold Inc. Restricted Shares McKnight, Greg 5 12/05/2010 56 20,000 Yamana Gold Inc. Restricted Shares McKnight, Greg 5 12/05/2010 57 83,024 -20,000 Yamana Gold Inc. Common Shares Munhoz, Nelson 5 12/05/2010 57 14,198 8,800 Yamana Gold Inc. Restricted Shares Munhoz, Nelson 5 12/05/2010 56 8,800 Yamana Gold Inc. Restricted Shares Munhoz, Nelson 5 12/05/2010 57 33,972 -8,800 Yamana Gold Inc. Common Shares Palma Contesse, Ricardo 5 12/05/2010 57 14,176 10,667 Yamana Gold Inc. Restricted Shares Palma Contesse, Ricardo 5 12/05/2010 56 10,667 Yamana Gold Inc. Restricted Shares Palma Contesse, Ricardo 5 12/05/2010 57 33,430 -10,667 Yamana Gold Inc. Common Shares Portugal, Arao 5 12/05/2010 57 17,931 8,800 Yamana Gold Inc. Restricted Shares Portugal, Arao 5 12/05/2010 56 8,800 Yamana Gold Inc. Restricted Shares Portugal, Arao 5 12/05/2010 57 40,940 -8,800 Yamana Gold Inc. Common Shares Silva, Antenor 5 12/05/2010 57 316,629 32,000 Yamana Gold Inc. Common Shares Silva, Antenor 5 21/03/2011 10 12.176 480,562 -150,000 Yamana Gold Inc. Common Shares Silva, Antenor 5 22/03/2011 10 12.24 342,562 -138,000 Yamana Gold Inc. Restricted Shares Silva, Antenor 5 12/05/2010 56 32,000 Yamana Gold Inc. Restricted Shares Silva, Antenor 5 12/05/2010 57 115,867 -32,000 Yamana Gold Inc. Common Shares Soares, Betty 5 12/05/2010 57 9,399 8,800 Yamana Gold Inc. Common Shares Soares, Betty 5 21/03/2011 51 9.65 132,109 115,000 Yamana Gold Inc. Common Shares Soares, Betty 5 21/03/2011 10 12.143 17,109 -115,000 Yamana Gold Inc. Options Soares, Betty 5 21/03/2011 51 9.65 59,000 -115,000 Yamana Gold Inc. Restricted Shares Soares, Betty 5 12/05/2010 56 8,800 Yamana Gold Inc. Restricted Shares Soares, Betty 5 12/05/2010 57 34,629 -8,800 Yamana Gold Inc. Common Shares Tsakos, Sofia 5 12/05/2010 57 18,597 8,800 Yamana Gold Inc. Restricted Shares Tsakos, Sofia 5 12/05/2010 56 8,800 Yamana Gold Inc. Restricted Shares Tsakos, Sofia 5 12/05/2010 57 43,078 -8,800 Yangarra Resources Ltd. Common Shares Bowerman, Gordon 4 21/03/2011 10 0.7 5,269,206 20,000 York Ridge Lifetech Inc. Common Shares Lawrence, Mark Andrew 4 16/03/2011 37 93,750 -281,250 York Ridge Lifetech Inc. Common Shares Lawrence, Mark Andrew 4 16/03/2011 16 1 143,750 50,000 York Ridge Lifetech Inc. Options Lawrence, Mark Andrew 4 16/03/2011 37 35,000 -105,000 York Ridge Lifetech Inc. Options Lawrence, Mark Andrew 4 16/03/2011 50 150,000 115,000 York Ridge Lifetech Inc. Warrants Lawrence, Mark Andrew 4 22/11/2007 00 York Ridge Lifetech Inc. Warrants Lawrence, Mark Andrew 4 16/03/2011 53 50,000 50,000 York Ridge Lifetech Inc. Options Macintosh, James Maitland 4 16/03/2011 00

York Ridge Lifetech Inc. Options Macintosh, James Maitland 4 16/03/2011 50 115,000 115,000

York Ridge Lifetech Inc. Class A Restricted Voting Shares

McDevitt, John Edward 3, 4, 5 16/03/2011 00 288,000









York Ridge Lifetech Inc. Common Shares McDevitt, John Edward 3, 4, 5 16/03/2011 00 435,620 York Ridge Lifetech Inc. Class A Restricted Voting

SharesSmith, Gilbert Alan 4, 5 16/03/2011 00 1,416,260

York Ridge Lifetech Inc. Common Shares Smith, Gilbert Alan 4, 5 16/03/2011 00 314,380 York Ridge Lifetech Inc. Options Stulp, Kevin 4 16/03/2011 00 115,000 York Ridge Lifetech Inc. Class A Restricted Voting

SharesWilliams, Timothy Clinton 3, 5 16/03/2011 00 11,765


Williams, Timothy Clinton 3, 5 16/03/2011 00 1,176





York Ridge Lifetech Inc. Options Williams, Timothy Clinton 3, 5 16/03/2011 00 170,000 ZCL Composites Inc. Common Shares Demuth, Katherine Lynne 5 07/01/2010 00 ZCL Composites Inc. Common Shares Demuth, Katherine Lynne 5 22/03/2011 10 3.14 1,000 1,000 ZCL Composites Inc. Common Shares Demuth, Katherine Lynne 5 22/03/2011 10 3.09 3,000 2,000 ZCL Composites Inc. Common Shares Roozen, Harold 4 22/03/2011 10 3.0499 3,062,700 69,500 Zedi Inc. Common Shares Winter, Alan 4 17/01/2008 51 44433 44,433 Zedi Inc. Common Shares Winter, Alan 4 17/01/2008 51 0.42 88,098 44,433 ZENN Motor Company Inc. Common Shares Clifford, Ian 3, 4, 5 22/03/2011 97 1.6611 2,193,461 45,150

ZENN Motor Company Inc. Options Clifford, Ian 3, 4, 5 01/02/2011 50 1.35 350,000 150,000

ZENN Motor Company Inc. Common Shares Gregg, Allan Raymond 4 22/03/2011 00

ZENN Motor Company Inc. Options Gregg, Allan Raymond 4 22/03/2011 00

Insider Reporting

April 1, 2011 (2011) 34 OSCB 4005


T/O Unit Price


Acquired/ Disposed

ZENN Motor Company Inc. Options Gregg, Allan Raymond 4 22/03/2011 50 1.99 100,000 100,000

ZENN Motor Company Inc. Options Kofman, James Edward 4 22/03/2011 00 150,000

ZTEST Electronics Inc. Common Shares Drzazga, Wojciech 4, 5 13/04/2010 37 6,800 -74,800 ZTEST Electronics Inc. Common Shares Drzazga, Wojciech 4, 5 24/03/2011 16 0.075 306,800 300,000 ZTEST Electronics Inc. Common Shares Drzazga, Wojciech 4, 5 13/04/2010 37 104,577 -1,150,357 ZTEST Electronics Inc. Options Drzazga, Wojciech 4, 5 19/02/2007 52 1,350,000 -275,000 ZTEST Electronics Inc. Options Drzazga, Wojciech 4, 5 30/04/2007 52 1,150,000 -200,000 ZTEST Electronics Inc. Options Drzazga, Wojciech 4, 5 17/12/2007 52 875,000 -275,000 ZTEST Electronics Inc. Options Drzazga, Wojciech 4, 5 18/12/2008 52 600,000 -275,000 ZTEST Electronics Inc. Options Drzazga, Wojciech 4, 5 17/12/2009 52 300,000 -300,000 ZTEST Electronics Inc. Options Drzazga, Wojciech 4, 5 13/04/2010 37 25,000 -275,000 ZTEST Electronics Inc. Options Drzazga, Wojciech 4, 5 30/11/2010 50 200,000 175,000 ZTEST Electronics Inc. Warrants Drzazga, Wojciech 4, 5 06/03/2003 00 ZTEST Electronics Inc. Warrants Drzazga, Wojciech 4, 5 24/03/2011 16 150,000 150,000 ZTEST Electronics Inc. Options Hiscott, Brian Michael 4 30/06/2008 00 ZTEST Electronics Inc. Options Hiscott, Brian Michael 4 30/11/2010 50 175,000 175,000 ZTEST Electronics Inc. Common Shares J T Risty Limited 3 13/04/2010 37 745,790 -8,203,689 ZTEST Electronics Inc. Common Shares J T Risty Limited 3 24/03/2011 16 0.075 1,745,790 1,000,000 ZTEST Electronics Inc. Warrants J T Risty Limited 3 30/08/2006 55 4,747,200 -1,350,000 ZTEST Electronics Inc. Warrants J T Risty Limited 3 30/11/2006 55 766,800 -3,980,400 ZTEST Electronics Inc. Warrants J T Risty Limited 3 30/11/2007 55 0 -766,800 ZTEST Electronics Inc. Warrants J T Risty Limited 3 24/03/2011 16 500,000 500,000 ZTEST Electronics Inc. Common Shares Johnstone, William Roy 5 13/04/2010 37 38,821 -427,041 ZTEST Electronics Inc. Common Shares Johnstone, William Roy 5 24/03/2011 16 0.075 138,821 100,000 ZTEST Electronics Inc. Common Shares Johnstone, William Roy 5 13/04/2010 37 3,750 -41,250 ZTEST Electronics Inc. Options Johnstone, William Roy 5 30/11/2010 50 100,000 100,000 ZTEST Electronics Inc. Warrants Johnstone, William Roy 5 24/03/2011 16 50,000 50,000 ZTEST Electronics Inc. Options Perreault, John 3, 4, 7, 5 19/02/2007 52 1,150,000 -275,000 ZTEST Electronics Inc. Options Perreault, John 3, 4, 7, 5 17/12/2007 52 875,000 -275,000 ZTEST Electronics Inc. Options Perreault, John 3, 4, 7, 5 18/12/2008 52 600,000 -275,000 ZTEST Electronics Inc. Options Perreault, John 3, 4, 7, 5 17/12/2009 52 -300,000 ZTEST Electronics Inc. Options Perreault, John 3, 4, 7, 5 17/12/2009 52 300,000 -300,000 ZTEST Electronics Inc. Options Perreault, John 3, 4, 7, 5 13/04/2010 37 -1,311,000 ZTEST Electronics Inc. Options Perreault, John 3, 4, 7, 5 13/04/2010 37 -1,306,250 ZTEST Electronics Inc. Options Perreault, John 3, 4, 7, 5 13/04/2010 37 25,000 -275,000 ZTEST Electronics Inc. Options Perreault, John 3, 4, 7, 5 30/11/2010 50 175,000 ZTEST Electronics Inc. Options Perreault, John 3, 4, 7, 5 30/11/2010 50 200,000 175,000

Insider Reporting

April 1, 2011 (2011) 34 OSCB 4006


April 1, 2011 (2011) 34 OSCB 4007

Chapter 8

Notice of Exempt Financings

REPORTS OF TRADES SUBMITTED ON FORMS 45-106F1 AND 45-501F1

Transaction Date

No. of Purchasers

Issuer/Security Total Purchase Price ($)

No. of Securities Distributed

11/03/2010 49 Abattis Biologix Corporation - Common Shares 1,119,220.00 22,906,000.00

01/01/2010 to 12/01/2010

4 Aberdeen Canada - Emerging Markets Equity Fund (Commingled) - Units

35,128,250.00 259,037.90

01/01/2010 to 12/01/2010

19 Aberdeen Canada - Global Equity Fund (Commingled) - Units

318,899,593.20 3,601,286.24

02/01/2010 to 11/01/2010

1 Aberdeen Canada - Socially Responsible Global Fund (Commingled) - Units

1,238,590.99 15,348.59

01/01/2010 to 12/31/2010

70 Acorn Diversified Trust - Trust Units 5,443,867.77 550,180.00

12/15/2010 to 01/21/2011

131 Alto Ventures Ltd. - Common Shares 3,482,000.00 N/A

12/17/2010 to 12/23/2010

52 Arcturus Ventures Inc. - Units 830,368.00 7,543,763.00

12/31/2010 to 01/07/2011

16 Arcturus Ventures Inc. - Units 901,570.00 7,210,829.00

01/27/2011 1 Bison Income Trust II - Trust Units 300,000.00 30,000.00

01/12/2011 to 01/17/2011

6 Bison Income Trust II - Trust Units 891,500.00 89,150.00

12/22/2010 to 12/31/2010

30 Blackdog Resources Ltd. - Flow-Through Shares 1,190,117.36 3,305,631.00

02/24/2011 4 Burlington Coat Factory Warehouse Corporation - Notes

1,722,350.00 4.00

08/31/2010 6 Calston Exploration Inc. - Common Shares 430,000.00 4,300,000.00

02/10/2011 to 02/11/2011

37 Canadian Horizons First Mortgage Investment Corporation - Preferred Shares

805,510.00 805,510.00

03/10/2011 1 Canadian Imperial Bank of Commerce - Notes 1,000,000.00 10,000.00

02/01/2011 2 Capital Direct I Income Trust - Trust Units 250,000.00 25,000.00

02/10/2011 to 02/14/2011

1 CFI Trust - Note 110,000,000.00 1.00

12/20/2010 121 Charger Energy Corp. - Common Shares 19,266,000.00 19,266,000.00

01/01/2010 to 12/31/2010

10 CIBC Pooled Balanced Fund - Units 10,084,184.76 835,503.00

01/01/2010 to 12/31/2010

16 CIBC Pooled Canadian Bond Index Fund - Units 178,238,877.70 15,347,760.00

01/01/2010 to 12/31/2010

1 CIBC Pooled Canadian Bond Index Plus Fund - Units

4,539,000.00 444,047.00


April 1, 2011 (2011) 34 OSCB 4008

Transaction Date

No. of Purchasers



01/01/2010 to 12/31/2010

19 CIBC Pooled Canadian Equity Fund - Units 1,792,377.67 298,275.00

01/01/2010 to 12/31/2010

9 CIBC Pooled Canadian Equity S&P/TSX Index Fund - Units

57,013,941.67 6,085,538.00

01/01/2010 to 12/31/2010

28 CIBC Pooled Canadian Money Market Fund - Units

44,851,352.30 4,149,565.00

01/01/2010 to 12/31/2010

13 CIBC Pooled Canadian Value Fund - Units 4,822,952.76 430,523.00

01/01/2010 to 12/31/2010

19 CIBC Pooled EAFE Equity Fund - Units 4,800,237.45 693,263.00

01/01/2010 to 12/31/2010

21 CIBC Pooled Fixed Income Fund - Units 6,435,115.91 601,016.00

01/01/2010 to 12/31/2010

1 CIBC Pooled Global Balanced Fund - Units 8,508,734.04 894,706.00

01/01/2010 to 12/31/2010

7 CIBC Pooled International Equity Index Fund - Units

5,398,393.15 735,968.00

01/01/2010 to 12/31/2010

18 CIBC Pooled Long Term Bond Index Fund - Units

186,848,983.37 16,104,777.00

01/01/2010 to 12/31/2010

9 CIBC Pooled Smaller Companies Fund - Units 235,589.45 8,562.00

01/01/2010 to 12/31/2010

17 CIBC Pooled US Equity S&P 500 Enhanced Index Fund - Units

3,287,177.50 488,877.00

01/01/2010 to 12/31/2010

9 CIBC Pooled US Equity S&P 500 Index Fund - Units

55,038,013.54 9,705,690.00

02/23/2011 1 Clear Channel Communications, Inc. - Note 1,687,080.00 1.00

01/08/2010 to 12/31/2010

6 Comgest Growth PLC - Common Shares 257,519,010.61 8,347,023.99

02/28/2011 2 Comstock Resources, Inc. - Notes 2,921,700.00 3,000.00

03/02/2011 3 CONSOL Energy Inc. - Notes 1,703,450.00 1,750.00

02/01/2010 to 11/01/2010

27 Crestline Offshore Fund, Ltd. - Common Shares 93,321,263.45 100,768.61

02/03/2011 2 Desiree Resources Inc. - Units 80,000.00 400,000.00

03/09/2011 1 Diversified Convertibles Fund - Trust Units 91,041,250.00 9,104,125.00

12/13/2010 1 E-Commerce China Dangdang Inc. - American Depository Shares

160,000.00 10,000.00

12/29/2010 76 Ecuador Capital Corp. - Common Shares 2,387,249.55 15,914,997.00

12/23/2010 41 Energold Drilling Corp. - Common Shares 17,249,999.40 6,442,162.00

02/04/2011 1 Fifth Street Finance Corp. - Common Shares 939,357.38 75,000.00

02/07/2011 to 02/08/2011

4 First Leaside Mortgage Fund - Trust Units 182,716.00 182,716.00


April 1, 2011 (2011) 34 OSCB 4009

Transaction Date

No. of Purchasers



02/10/2011 to 02/15/2011

5 First Leaside Wealth Management Fund - Limited Partnership Units

73,000.00 73,000.00

01/26/2010 to 02/01/2011

11 First Leaside Wealth Management Fund - Units 269,059.00 269,059.00

02/02/2011 to 02/07/2011

10 First Leaside Wealth Management Fund - Units 330,838.00 330,838.00

03/21/2011 4 First Mexican Gold Corp. - Units 309,600.00 687,999.00

02/01/2011 1 Flatiron Market Neutral LP - Limited Partnership Units

2,000,000.00 1,366.68

01/28/2011 1 Gold World Resources Inc. - Units 14,000.00 280,000.00

02/24/2011 5 IamGold Corporation - Flow-Through Shares 43,316,000.00 1,700,000.00

01/04/2010 1 Imperial Capital Acquisition Fund IV (Institutional) 2 Limited Partnership - Units

55,935.81 55,935.81


37,859.21 37,859.21


955,880.00 955,880.00


19,066.55 19,066.55


35,088.90 35,088.90


67,499.37 67,499.37

01/04/2010 Imperial Capital Acquisition Fund IV (Institutional) 3 Limited Partnership - Units

55,935.82


37,859.20 37,859.21


19,066.55 19,066.55


35,088.90 35,088.90


67,499.39 67,499.39


27,967.95 27,967.95


18,929.63 18,929.63


477,940.00 477,940.00


9,533.28 9,533.28


17,545.15 17,545.15


April 1, 2011 (2011) 34 OSCB 4010

Transaction Date

No. of Purchasers




33,750.97 33,750.97


27,697.95 27,967.95


18,929.63 18,929.63


9,533.28 9,533.28


17,545.15 17,545.15


33,750.93 33,750.93

04/29/2010 1 Imperial Capital Acquisition IV (Institutional) 5 Limited Partnership - Units

477,940.00 477,940.00

01/01/2010 to 12/31/2010

48 Jarislowsky International Equity Fund - Units 106,091,459.84 5,490,398.62

01/01/2010 to 12/31/2010

42 Jarislowsky Special Equity Fund - Units 23,333,550.40 1,089,308.21

01/01/2010 to 12/31/2010

72 Jarislowsky, Fraser Balanced Fund - Units 246,480,856.03 18,242,635.59

01/01/2010 to 12/31/2010

16 Jarislowsky, Fraser Bond Fund - Units 24,020,417.76 2,172,800.09

01/01/2010 to 12/31/2010

52 Jarislowsky, Fraser Canadian Equity Fund - Units

226,269,409.41 7,142,845.61

01/01/2010 to 12/31/2010

17 Jarislowsky, Fraser Global Balanced Fund - Units

11,776,929.12 1,135,511.80

01/01/2010 to 12/31/2010

10 Jarislowsky, Fraser Global Equity Fund - Units 3,555,607.31 451,981.12

01/01/2010 to 12/31/2010

45 Jarislowsky, Fraser Money Market Fund - Units 306,905,308.05 30,690,530.81

01/01/2010 to 12/31/2010

19 Jarislowsky, Fraser Special Bond Fund - Units 6,515,000.00 641,893.24

01/01/2010 to 12/31/2010

8 Jarislowsky, Fraser U.S. Equity Fund - Units 86,210,150.21 12,779,780.86

01/01/2010 to 12/31/2010

21 Jarislowsky, Fraser U.S. Money Market Fund - Units

38,235,103.65 3,685,400.00

12/30/2010 28 Joslyn Energy Development Incorporated - Common Shares

998,002.75 NA

02/16/2011 5 Kinder Morgan, Inc. - Common Shares 217,089,690.00 7,401,500.00

02/28/2011 10 Kingwest Avenue Portfolio - Units 461,609.59 15,078.58

02/15/2011 2 Kingwest Canadian Equity Portfolio - Units 37,414.63 3,055.35

02/15/2011 1 Kingwest High Income Fund - Units 25,000.00 4,355.02

02/28/2011 1 Kingwest High Income Fund - Units 60,000.00 10,315.13


April 1, 2011 (2011) 34 OSCB 4011

Transaction Date

No. of Purchasers



02/15/2011 3 Kingwest U.S. Equity Portfolio - Units 89,100.33 5,813.86

12/17/2010 31 Klondike Gold Corp. - Flow-Through Units 617,000.00 3,085,000.00

02/22/2011 13 Kobo Inc. - Common Shares 23,970,140.66 6,209,881.00

03/04/2011 to 03/10/2011

29 Lions Gate Metals Inc. - Flow-Through Shares 6,031,200.40 1,052,632.00

12/10/2010 7 Loncor Resources Inc. - Units 371,451.00 2,553,671.00

02/11/2011 28 Longbow Capital Limited Partnership #19 - Limited Partnership Units

2,670,000.00 2,670.00

01/01/2010 to 12/31/2010

1 Manulife Advantage Fund II - Units 422,726.72 36,393.72

01/01/2010 to 12/31/2010

1 Manulife American Small to Mid Cap Fund - Units

100.00 10.00

01/01/2010 to 12/31/2010

2 Manulife Bond Fund - Units 129,241,017.77 12,766,596.80

01/01/2010 to 12/31/2010

1 Manulife Canadian Balanced Fund - Units 84,281,259.36 7,936,179.13

01/01/2010 to 12/31/2010

1 Manulife Canadian Bond Fund - Units 27,189,000.00 2,582,670.99

01/01/2010 to 12/31/2010

1 Manulife Canadian Bond Plus Fund - Units 25,280,120.47 2,434,392.01

01/01/2010 to 12/31/2010

1 Manulife Canadian Core Fund - Units 24,055,839.73 1,804,750.78

01/01/2010 to 12/31/2010

2 Manulife Canadian Equity Fund - Units 11,881,304.89 373,631.24

01/01/2010 to 12/31/2010

1 Manulife Canadian Equity Index Fund - Units 71,450,606.25 5,470,630.94

01/01/2010 to 12/31/2010

1 Manulife Canadian Equty Value Fund - Units 2,907,544.87 305,467.88

01/01/2010 to 12/31/2010

1 Manulife Canadian Fixed Income Fund - Units 22,209,917.91 2,147,786.33

01/01/2010 to 12/31/2010

1 Manulife Canadian Growth Fund - Units 3,457,078.07 259,607.22

01/01/2010 to 12/31/2010

1 Manulife Canadian Large Cap Growth Fund - Units

2,124,272.67 243,707.52

02/16/2011 1 Mega Precious Metals Inc. - Common Shares 201,898.00 342,200.00

03/14/2011 15 Mega Uranium Ltd. - Units 6,600,000.00 6,000,000.00

03/03/2011 3 MEMC Electronic Materials, Inc. - Notes 34,114,500.00 35,000.00

03/01/2011 1 Midland Power Utility Corporation - Debenture 1,200,000.00 1.00

08/13/2010 1 Mondrian Emerging Markets Equity Fund - Units 7,059,080.00 374,610.22

02/22/2011 1 Mondrian Emerging Markets Equity Fund - Units 8,238,500.00 471,677.28


April 1, 2011 (2011) 34 OSCB 4012

Transaction Date

No. of Purchasers



01/27/2011 22 Morrison Laurier Mortgage Corporation - Preferred Shares

686,000.00 68,600.00

12/31/2010 50 NADG US Supermarket Anchored Fund (Canadian) Limited Partnership - Limited Partnership Units

35,025,000.00 140.00

03/31/2010 to 12/31/2010

24 NewGen Mining Fund LP - Units 3,843,143.00 70,210.08

01/24/2011 to 02/02/2011

467 Newport Balanced Fund - Trust Units 37,917,989.41 NA

02/03/2011 to 02/12/2011

17 Newport Balanced Fund - Trust Units 625,803.02 5,749.00

01/01/2011 to 01/10/2011

29 Newport Canadian Equity Fund - Trust Units 533,836.24 3,108.00

01/24/2011 to 02/02/2011

105 Newport Canadian Equity Fund - Trust Units 2,714,406.33 13,937.00

02/03/2011 to 02/12/2011

25 Newport Canadian Equity Fund - Trust Units 1,219,248.28 7,610.00

01/01/2011 to 01/10/2011

5 Newport Fixed Income Fund - Trust Units 129,223.24 1,222.72

01/24/2011 to 02/02/2011

5 Newport Fixed Income Fund - Trust Units 150,000.00 711.00

01/01/2011 to 01/10/2011

23 Newport Global Equity Fund - Trust Units 711,435.00 10,681.00

01/24/2011 to 02/02/2011

118 Newport Global Equity Fund - Trust Units 5,886,080.41 83,742.00

02/03/2011 to 02/12/2011

21 Newport Global Equity Fund - Trust Units 667,203.60 10,382.00

01/24/2011 to 02/02/2011

63 Newport Strategic Yield LP - Trust Units 3,739,003.10 287,314.00

01/01/2011 to 01/10/2011

53 Newport Yield Fund - Trust Units 1,400,757.75 11,135.00

01/24/2011 to 02/02/2011

134 Newport Yield Fund - Trust Units 5,507,302.91 23,889.00

02/03/2011 to 02/12/2011

16 Newport Yield Fund - Trust Units 872,718.58 5,572.00

04/15/2010 to 12/01/2010

16 Noumena Multi-Strategy Fund - Units 1,709,225.00 170,923.00

12/22/2010 125 Pacific Ridge Exploration Ltd. - Flow-Through Shares

4,520,200.20 8,588,834.00

12/07/2010 to 12/13/2010

38 Perfeco International Eenrgy Inc. - Units 3,002,500.00 6,005,000.00

02/03/2011 to 02/10/2011

49 PetroToro Inc. - Receipts 10,000,000.00 20,000,000.00

12/03/2010 75 Porto Enegy Corp. - Units 17,596,009.80 29,326,683.00


April 1, 2011 (2011) 34 OSCB 4013

Transaction Date

No. of Purchasers



01/01/2010 to 12/31/2010

10 Premium Value Partnership LP - Units 1,864,058.87 2,950.18

12/30/2010 to 12/31/2010

49 Rallyemont Enegy Inc. - Common Shares 4,868,112.30 6,200,569.00

03/08/2011 4 RJK Exporations Ltd. - Units 305,100.00 2,034,000.00

02/01/2010 to 12/01/2010

20 Robson Alpha Scout Fund - Units 166,787.60 27,298.76

01/27/2011 1 ROI Private Capital Trust Series R - Units 1,000,000.00 1,000,000.00

01/19/2011 1 ROI Private Capital Trust Series R - Units 800,000.00 800,000.00

01/14/2011 1 ROI Private Capital Trust Series R - Units 700,000.00 700,000.00

02/15/2011 2 Royal Bank of Canada - Notes 1,285,310.00 0.00

01/26/2011 27 Royal Bank of Canada - Notes 3,855,792.20 3,874.00

01/02/2010 66 Scopus Fund Ltd. - Common Shares 181,246,627.66 7,630.34

03/08/2011 13 Sheltered Oak Resources Corp. - Common Shares

1,650,999.97 15,799,999.00

03/15/2011 1 Shoal Point Energy Ltd. - Units 41,300.00 118,000.00

12/20/2010 39 Silver Quest Resources Ltd. - Common Shares 1,907,124.00 2,542,832.00

12/22/2010 31 Silverback Energy Ltd. - Common Shares 12,320,988.75 2,574,473.00

12/24/2010 31 Sola Resources Corp. - Common Shares 544,875.00 10,897,500.00

12/30/2010 38 Soldi Ventures Inc. - Common Shares 2,057,400.00 6,181,000.00

12/21/2010 to 12/23/2010

31 Solitaire Minerals Corp. - Flow-Through Units 1,323,039.95 NA

03/04/2011 19 Spot Coffee (Canada) Ltd. - Units 1,150,000.00 11,500,000.00

12/08/2010 39 Stellar Pacific Ventures Inc. - Units 1,147,520.00 1,258.00

12/30/2010 26 Swift Resources Inc. - Flow-Through Shares 780,900.00 6,507,500.00

12/30/2010 56 Terra Ventures Inc. - Flow-Through Shares 3,999,980.00 7,333,300.00

01/31/2011 34 The Absolute Resource Fund L.P. - Limited Partnership Interest

14,051,804.87 34.00

02/07/2011 2 The Goldman Sachs Group, Inc. - Notes 29,658,000.00 2.00

02/07/2011 3 The Goldman Sachs Group, Inc. - Notes 17,760,100.14 3.00

09/01/2010 to 10/01/2010

3 Trent River Offshore Ltd. - Common Shares 18,704,415.00 1,825.00

12/23/2010 36 Uracan Resources Ltd. - Units 6,227,490.20 22,595,634.00

11/25/2010 32 Valhalla Resources Ltd. - Common Shares 545,000.00 7,152,702.00

10/21/2010 40 Vampt Beverage Corp. - Common Shares 698,332.50 2,784,443.00


April 1, 2011 (2011) 34 OSCB 4014

Transaction Date

No. of Purchasers



11/15/2010 11 Vampt Beverage Corp. - Common Shares 183,000.00 520,000.00

02/28/2011 151 Vertex Fund - Trust Units 13,426,864.35 NA

02/28/2011 9 Vertex Managed Value Portfolio - Trust Units 3,643,559.86 NA

12/16/2010 37 Virginia Energy Resources Inc. - Common Shares

2,000,000.00 4,000,000.00

02/02/2011 to 02/08/2011

6 Wimberly Fund - Trust Units 33,985.00 33,985.00

02/10/2011 to 02/11/2011


02/09/2011 to 02/15/2011


April 1, 2011 (2011) 34 OSCB 4015

Chapter 11

IPOs, New Issues and Secondary Financings

Issuer Name: 5N Plus Inc. Principal Regulator - Quebec Type and Date: Preliminary Short Form Prospectus dated March 25, 2011 NP 11-202 Receipt dated March 25, 2011 Offering Price and Description: 125,028,000.00 - 13,590,000 Subscription Receipts, each representing the right to receive one common share Price: $9.20 per Subscription Receipt Underwriter(s) or Distributor(s): National Bank Financial Inc. GMP Securities L.P. CIBC World Markets Inc.TD Securities Inc. Versant Partners Inc. Cormark Securities Inc.HSBC Securities (Canada) Inc. M Partners Inc. Stonecap Securities Inc. Promoter(s):-Project #1716430

_______________________________________________ Issuer Name: ABCOURT MINES INC. Principal Regulator - Quebec Type and Date: Preliminary Short Form Prospectus dated March 24, 2011 NP 11-202 Receipt dated March 24, 2011 Offering Price and Description: Minimum Offering: $3,500,000.00 - * Units; Maximum Offering: $5,500,000.00 - * Units Price: $ * per Unit Underwriter(s) or Distributor(s): Industrial Alliance Securities Inc. Promoter(s):-Project #1715412

_______________________________________________

Issuer Name: Convertibles Portfolio Fund Principal Regulator - Ontario Type and Date: Preliminary Long Form Non-Offering Prospectus dated March 23, 2011 NP 11-202 Receipt dated March 24, 2011 Offering Price and Description: -Underwriter(s) or Distributor(s): -Promoter(s):First Asset Investment Management Inc. Project #1715233

_______________________________________________ Issuer Name: Faircourt Short-Term Flow-Through 2011 National Class Faircourt Short-Term Flow-Through 2011 Quebec Class Principal Regulator - Ontario Type and Date: Preliminary Long Form Prospectus dated March 28, 2011 NP 11-202 Receipt dated March 29, 2011 Offering Price and Description: Maximum Offering: $25,000,000.00 - 2,500,000 National Class Units Price: $10.00 per National Class Unit Underwriter(s) or Distributor(s): Scotia Capital Inc. BMO Nesbitt Burns Inc. National Bank Financial Inc. Canaccord Genuity Corp. HSBC Securities (Canada) Inc. Macquarie Private Wealth Inc. Raymond James Ltd. Desjardins Securities Inc. Mackie Research Capital Corporation Wellington West Capital Markets Inc. Dundee Securities Ltd. Manulife Securities Incorporated Union Securities Ltd. Promoter(s):Faircourt Short-Term FT 2011 Management Ltd. Faircourt Asset Management Inc. Project #1718426/1718427

_______________________________________________


April 1, 2011 (2011) 34 OSCB 4016

Issuer Name: First Trust Advantaged Short Duration High Yield Bond Fund Principal Regulator - Ontario Type and Date: Preliminary Long Form Prospectus dated March 28, 2011 NP 11-202 Receipt dated March 28, 2011 Offering Price and Description: $ * (* Class A Units and/or Class F Units) Maximum Price: $12.00 per Class A Unit or Class F Unit Minimum Purchase: 100 Units Underwriter(s) or Distributor(s): TD Securities Inc. CIBC World Markets Inc. RBC Dominion Securities Inc. BMO Nesbitt Burns Inc. National Bank Financial Inc. Scotia Capital Inc. GMP Securities L.P. HSBC Securities (Canada) Inc. Raymond James Ltd. Canaccord Genuity Corp. Desjardins Securities Inc. Wellington West Capital Markets Inc. Macquarie Private Wealth Inc. Mackie Research Capital Corporation Union Securities Ltd. Manulife Securities Inc. Promoter(s):First Defined Portfolio Management Co. Project #1717170

_______________________________________________ Issuer Name: Front Street Enhanced Yield Fund Front Street Global Opportunities Fund Principal Regulator - Ontario Type and Date: Preliminary Simplified Prospectus dated March 23, 2011 NP 11-202 Receipt dated March 28, 2011 Offering Price and Description: Series A, B, F and X Shares Underwriter(s) or Distributor(s): -Promoter(s):Front Street Capital 2004 Project #1717421

_______________________________________________

Issuer Name: Front Street MLP Income Fund II Ltd. Principal Regulator - Ontario Type and Date: Preliminary Long Form Prospectus dated March 23, 2011 NP 11-202 Receipt dated March 24, 2011 Offering Price and Description: Maximum $* (* Equity Shares) Price: $10.00 per Equity ShareUnderwriter(s) or Distributor(s): CIBC World Markets Inc. RBC Dominion Securities Inc. National Bank Financial Inc. BMO Nesbitt Burns Inc. Scotia Capital Inc. TD Securities Inc. Canaccord Genuity Corp. Dundee Securities Ltd. GMP Securities L.P. HSBC Securities (Canada) Inc. Macquarie Private Wealth Inc. Raymond James Ltd. Wellington West Capital Markets Inc. Sherbrooke Street Capital (SSC) Inc. Tuscarora Capital Inc. Promoter(s):Front Street Capital 2004 Project #1715324

_______________________________________________ Issuer Name: Great Panther Silver Limited Principal Regulator - British Columbia Type and Date: Preliminary Short Form Prospectus dated March 29, 2011 NP 11-202 Receipt dated March 29, 2011 Offering Price and Description: $21,000,000.00 - 5,000,000 Common Shares Price: $4.20 per Offered Share Underwriter(s) or Distributor(s): Salman Partners Inc. CIBC World Markets Inc. Stonecap Securities Inc. Dundee Securities Ltd. Stifel Nicolaus Canada Inc. Promoter(s):-Project #1718882

_______________________________________________


April 1, 2011 (2011) 34 OSCB 4017

Issuer Name: International Forest Products Limited Principal Regulator - British Columbia Type and Date: Preliminary Short Form Prospectus dated March 24, 2011 NP 11-202 Receipt dated March 24, 2011 Offering Price and Description: $50,050,000.00 - 7,150,000 Class “A” Subordinate Voting Shares Price: $7.00 per Subordinate Voting Share Underwriter(s) or Distributor(s): Scotia Capital Inc. RBC Dominion Securities Inc. BMO Nesbitt Burns Inc. Raymond James Ltd. TD Securities Inc. Dundee Securities Ltd. Promoter(s):-Project #1715353

_______________________________________________ Issuer Name: IROC Energy Services Corp. Principal Regulator - Alberta Type and Date: Preliminary Short Form Prospectus dated March 25, 2011 NP 11-202 Receipt dated March 25, 2011 Offering Price and Description: 9,352,743.40 Treasury Offering (6,680,531 Common Shares) $12,228,256.60 Secondary Offering (8,734,469 Common Shares Price: $1.40 per Offered Share Underwriter(s) or Distributor(s): Acumen Capital Finance Parners Limited Altacorp Capital Inc. Promoter(s):-Project #1716587

_______________________________________________ Issuer Name: Manitok Energy Inc. Principal Regulator - Alberta Type and Date: Preliminary Short Form Prospectus dated March 24, 2011 NP 11-202 Receipt dated March 24, 2011 Offering Price and Description: $20,000,000.00 (Minimum Offering); $25,000,000.00 (Maximum Offering) - A Minimum of 12,500,000 Offered Shares and a Maximum of 15,625,000 Offered Shares Price: $1.60 per Offered Share Underwriter(s) or Distributor(s): Integral Wealth Securities Limited Promoter(s):-Project #1715534

_______________________________________________

Issuer Name: Midway Energy Ltd. Principal Regulator - Alberta Type and Date: Preliminary Short Form Prospectus dated March 24, 2011 NP 11-202 Receipt dated March 24, 2011 Offering Price and Description: $30,001,200.00 - Offering of 6,522,000 Common Shares at $4.60 per Common Share - and - Distribution of 2,000,000 Common Shares issuable upon the exchange of previously issued Special Warrants Underwriter(s) or Distributor(s): GMP Securities L.P. BMO Nesbitt Burns Inc. Wellington West Capital Markets Inc. Desjardins Securities Inc. Stifel Nicolaus Canada Inc. Macquarie Capital Markets Canada Ltd. Promoter(s):-Project #1715568

_______________________________________________ Issuer Name: Norrep Income Growth Class of Norrep Opportunities Corp. Principal Regulator - Alberta Type and Date: Preliminary Simplified Prospectus dated March 23, 2011 NP 11-202 Receipt dated March 24, 2011 Offering Price and Description: Mutual Fund Series and Series F Shares Underwriter(s) or Distributor(s): -Promoter(s):Norrep Inc. Project #1714910

_______________________________________________


April 1, 2011 (2011) 34 OSCB 4018

Issuer Name: North American Advantaged Convertibles Fund Principal Regulator - Ontario Type and Date: Preliminary Long Form Prospectus dated March 23, 2011 NP 11-202 Receipt dated March 24, 2011 Offering Price and Description: Maximum $* (* Units); Price: $10.00 per Unit Underwriter(s) or Distributor(s): CIBC World Markets Inc. National Bank Financial Inc. RBC Dominion Securities Inc. BMO Nesbitt Burns Inc. Scotia Capital Inc. TD Securities Inc. GMP Securities L.P. Canaccord Genuity Corp. HSBC Securities (Canada) Inc. Raymond James Ltd. Mackie Research Capital Corporation Macquarie Private Wealth Inc. Wellington West Capital Markets Inc. Promoter(s):First Asset Investment Management Inc. Project #1715101

_______________________________________________ Issuer Name: Pretium Resources Inc. Principal Regulator - British Columbia Type and Date: Preliminary Short Form Prospectus dated March 22, 2011 NP 11-202 Receipt dated March 23, 2011 Offering Price and Description: $ - * Units Price: $ * per Unit Underwriter(s) or Distributor(s): CIBC World Markets Inc. Citigroup Global Markets Canada Inc. UBS Securities Canada Inc. Promoter(s):-Project #1714501

_______________________________________________ Issuer Name: Pure Technologies Ltd. Principal Regulator - Alberta Type and Date: Preliminary Short Form Prospectus dated March 25, 2011 NP 11-202 Receipt dated March 25, 2011 Offering Price and Description: $20,002,200.00 - 3,922,000 Common Shares Price: $5.10 per Common Share Underwriter(s) or Distributor(s): Canaccord Genuity Corp. Cormark Securities Inc. Fraser Mackenzie Limited Promoter(s):-Project #1716524

_______________________________________________

Issuer Name: Rocky Mountain Liquor Inc. Principal Regulator - Alberta Type and Date: Preliminary Short Form Prospectus dated March 29, 2011 NP 11-202 Receipt dated March 29, 2011 Offering Price and Description: Minimum of $5,000,000.00 and a maximum of $8,000,000.00 - * % Convertible Unsecured Subordinated Debentures Due April 30, 2016 Price: $1,000 per Debenture Underwriter(s) or Distributor(s): National Bank Financial Inc. Promoter(s):-Project #1718476

_______________________________________________ Issuer Name: Thomson Reuters Corporation Principal Regulator - Ontario Type and Date: Preliminary Base Shelf Prospectus dated March 25, 2011 NP 11-202 Receipt dated March 28, 2011 Offering Price and Description: US$3,000,000,000.00 - Debt Securities (unsecured) Underwriter(s) or Distributor(s): -Promoter(s):-Project #1716503

_______________________________________________ Issuer Name: W 7 Acquisition Corp. Principal Regulator - British Columbia Type and Date: Preliminary CPC Prospectus dated March 25, 2011 NP 11-202 Receipt dated March 25, 2011 Offering Price and Description: $250,000.00 - 2,500,000 Common Shares Price: $0.10 per Common Share Underwriter(s) or Distributor(s): Macquarie Private Wealth Inc. Promoter(s):Ronald D. Schmeichel Project #1704692

_______________________________________________


April 1, 2011 (2011) 34 OSCB 4019

Issuer Name: Zargon Oil & Gas Ltd. Principal Regulator - Alberta Type and Date: Preliminary Short Form Prospectus dated March 23, 2011 NP 11-202 Receipt dated March 23, 2011 Offering Price and Description: $33,900,000.00 - 1,500,000 Common Shares Underwriter(s) or Distributor(s): Scotia Capital Inc. CIBC World Markets Inc. Peters & Co. Limited TD Securities Inc. FirstEnergy Capital Corp. Promoter(s):-Project #1714871

_______________________________________________ Issuer Name: Integra U.S. Value Growth Fund Integra Balanced Fund Principal Regulator - Ontario Type and Date: Amendment #1 dated March 16, 2011 to the Simplified Prospectuses and Annual Information Form dated August 26, 2010 NP 11-202 Receipt dated March 24, 2011 Offering Price and Description: -Underwriter(s) or Distributor(s): -Promoter(s):-Project #1609479

_______________________________________________ Issuer Name: Andor Mining Inc. Principal Regulator - Ontario Type and Date: Final CPC Prospectus dated March 22, 2011 NP 11-202 Receipt dated March 23, 2011 Offering Price and Description: Minimum Offering: $400,000.00 or 2,000,000 Common Shares Maximum Offering: $600,000 or 3,000,000Common Shares Price: $0.20 per Common Share Underwriter(s) or Distributor(s): Raymond James Ltd. Promoter(s):George Elliott Project #1697929

_______________________________________________

Issuer Name: Banro Corporation Principal Regulator - Ontario Type and Date: Final Short Form Prospectus dated March 25, 2011 NP 11-202 Receipt dated March 28, 2011 Offering Price and Description: C$56,875,000.00 - 17,500,000 Common Shares Issuable on Exercise of Outstanding Special Warrants Underwriter(s) or Distributor(s): GMP Securities L.P. CIBC World Markets Inc. Cormark Securities Inc. Raymond James Ltd. Promoter(s):-Project #1709942

_______________________________________________ Issuer Name: BNP Paribas Global Equity Exposure Fund Principal Regulator - Ontario Type and Date: Final Simplified Prospectus dated March 16, 2011 NP 11-202 Receipt dated March 24, 2011 Offering Price and Description: Mutual fund securities at net asset value Underwriter(s) or Distributor(s): BNP Paribas Investment Partners Canada Ltd. Promoter(s):BNP Paribas Investment Partners Canada Ltd. Project #1694700

_______________________________________________ Issuer Name: Canadian Tire Corporation, Limited Principal Regulator - Ontario Type and Date: Final Base Shelf Prospectus dated March 23, 2011 NP 11-202 Receipt dated March 24, 2011 Offering Price and Description: $750,000,000.00 - Medium Term Notes (unsecured) Underwriter(s) or Distributor(s): BMO NESBITT BURNS INC. CIBC WORLD MARKETS INC. HSBC SECURITIES (CANADA) INC. NATIONAL BANK FINANCIAL INC. RBC DOMINION SECURITIES INC. SCOTIA CAPITAL INC. TD SECURITIES INC. Promoter(s):-Project #1699442

_______________________________________________


April 1, 2011 (2011) 34 OSCB 4020

Issuer Name: Energy Fuels Inc. Principal Regulator - Ontario Type and Date: Final Short Form Prospectus dated March 24, 2011 NP 11-202 Receipt dated March 25, 2011 Offering Price and Description: Minimum: $5,000,000.00 / 10,000,000 Units; Maximum: $10,000,000 .00/ 20,000,000 Units Price: $0.50 per Unit Underwriter(s) or Distributor(s): Dundee Securities Ltd. Haywood Securities Inc. Scotia Capital Inc. Versant Partners Inc. Cormark Securities Inc.Toll Cross Securities Inc. Promoter(s):-Project #1702275

_______________________________________________ Issuer Name: Feronia Inc. Principal Regulator - Ontario Type and Date: Final Short Form Prospectus dated March 28, 2011 NP 11-202 Receipt dated March 28, 2011 Offering Price and Description: $25,025,000.00 - 38,500,000 Units Price: $0.65 per Unit Underwriter(s) or Distributor(s): Wellington West Capital Markets Inc. Promoter(s):-Project #1710080

_______________________________________________ Issuer Name: Gazit America Inc. Principal Regulator - Ontario Type and Date: Final Short Form Prospectus dated March 28, 2011 NP 11-202 Receipt dated March 29, 2011 Offering Price and Description: $57,415,131.90 - UP TO 18,227,027 RIGHTS TO SUBSCRIBE FOR UP TO 9,113,513 UNITS AT A PRICE OF $6.30 PER UNIT (EACH UNIT CONSISTING OF ONE COMMON SHARE AND ONE WARRANT) Underwriter(s) or Distributor(s): -Promoter(s):First Capital Realty Inc. Project #1680641

_______________________________________________

Issuer Name: Horizons Gold Yield Fund Principal Regulator - Ontario Type and Date: Final Short Form Prospectus dated March 25, 2011 NP 11-202 Receipt dated March 25, 2011 Offering Price and Description: Maximum $39,999,999.60 Class A Units: 4,040,404 Class A Units $9.90 per Class A Unit Maximum $10,000,000 Class F Units 1,000,000 Class F Units $10.00 per Class F Unit Underwriter(s) or Distributor(s): BMO Nesbitt Burns Inc. CIBC World Markets Inc. National Bank Financial Inc. RBC Dominion Securities Inc. TD Securities Inc. Scotia Capital Inc. GMP Securities L.P. HSBC Securities (Canada) Inc. Canaccord Genuity Corp. Macquarie Private Wealth Inc. Raymond James Ltd. Desjardins Securities Inc. Dundee Securities Ltd. Mackie Research Capital Corporation MGI Securities Inc. Union Securities Ltd. Promoter(s):AlphaPro Management Inc. Project #1712780

_______________________________________________ Issuer Name: North American Tungsten Corporation Ltd. Principal Regulator - British Columbia Type and Date: Final Short Form Prospectus dated March 24, 2011 NP 11-202 Receipt dated March 25, 2011 Offering Price and Description: $10,000,000.00 - 20,000,000 Units $0.50 per Offered Unit Underwriter(s) or Distributor(s): Fraser Mackenzie Limited Stifel Nicolaus Canada Inc. Octagon Capital Corporation Scotia Capital Inc. Promoter(s):-Project #1708348

_______________________________________________


April 1, 2011 (2011) 34 OSCB 4021

Issuer Name: Scotia Money Market Fund (Manager Class units) Scotia Canadian Income Fund (Manager Class units) Scotia Canadian Corporate Bond Fund (Manager Class and Class I units) Scotia Short-Mid Government Bond Fund (Manager Class and Class I units) Scotia Short Term Bond Fund (Manager Class units) Scotia Advantaged Income Fund (Manager Class units) Scotia Canadian Dividend Fund (Manager Class units) Scotia Canadian Equity Fund (Manager Class and Class I units)Scotia Canadian Small Cap Fund (Manager Class units) Scotia North American Equity Fund (Manager Class units) Scotia Cyclical Opportunities Fund (Manager Class units) Scotia U.S. Equity Fund (Manager Class and Class I units) Scotia International Equity Fund (Manager Class and Class I units) Principal Regulator - Ontario Type and Date: Amended and Restated Simplified Prospectuses dated March 17, 2011 (the amended prospectus), amending and restating the Simplified Prospectuses of the above Issuers dated December 17, 2010 and for Amendment No. 1 dated March 17, 2011 to the Annual Information Form (amendment no. 1) dated December 17, 2010 NP 11-202 Receipt dated March 23, 2011 Offering Price and Description: -Underwriter(s) or Distributor(s): Scotia Securities Inc. Promoter(s):Scotia Asset Management L.P. Project #1658309

_______________________________________________

Issuer Name: Scotia T-Bill Fund (Class A units) Scotia Premium T-Bill Fund Scotia Money Market Fund (Class A, Class I and Premium Class units) Scotia U.S. $ Money Market Fund (Class A units) Scotia Mortgage Income Fund (Class A, Class F and Class I units) Scotia Bond Fund (Class A and Class I units) Scotia Canadian Income Fund (Class A, Class F and Class I units) Scotia U.S. $ Bond Fund (Class A and Class F units) Scotia Global Bond Fund (Class A, Class F and Class I units)Scotia Diversified Monthly Income Fund (Class A and Class F units) Scotia Canadian Balanced Fund (Class A and Class F units)Scotia Canadian Dividend Income Fund (Class A and Class I units) Scotia Canadian Dividend Fund (Class A, Class F and Class I units) Scotia Canadian Blue Chip Fund (Class A, Class F and Class I units) Scotia Canadian Growth Fund (Class A, Class F and Class I units) Scotia Canadian Small Cap Fund (Class A, Class F and Class I units) Scotia Resource Fund (Class A, Class F and Class I units) Scotia U.S. Blue Chip Fund (formerly Scotia U.S. Growth Fund) (Class A, Class F and Class I units)Scotia U.S. Value Fund (Class A, Class F and Class I units) Scotia International Value Fund (Class A, Class F and Class I units) Scotia Pacific Rim Fund (Class A, Class F and Class I units)Scotia Global Small Cap Fund (Class A, Class F and Class I units) Scotia Global Opportunities Fund (Class A, Class F and Class I units) Scotia CanAm® Index Fund (Class A and Class F units) Scotia Nasdaq Index Fund (Class A and Class F units) Principal Regulator - Ontario Type and Date: Amendment #1 dated March 17, 2011 to the Simplified Prospectuses and Annual Information Forms dated December 17, 2010 NP 11-202 Receipt dated March 23, 2011 Offering Price and Description: -Underwriter(s) or Distributor(s): Scotia Securities Inc. Promoter(s):Scotia Asset Management L.P. Project #1658338

_______________________________________________


April 1, 2011 (2011) 34 OSCB 4022

Issuer Name: Scotia Money Market Fund Scotia Canadian Income Fund Scotia Diversified Monthly Income Fund Scotia Canadian Dividend Fund Scotia Canadian Growth Fund Scotia International Value Fund Scotia Global Opportunities Fund (Advisor Class Units) Principal Regulator - Ontario Type and Date: Amendment #1 dated March 17, 2011 to the Simplified Prospectuses and Annual Information Forms dated December 17, 2010 NP 11-202 Receipt dated March 23, 2011 Offering Price and Description: -Underwriter(s) or Distributor(s): Scotia Securities Inc. Promoter(s):Scotia Asset Management L.P. Project #1658325

_______________________________________________ Issuer Name: Serabi Mining plc Principal Regulator - Ontario Type and Date: Final Long Form Prospectus dated March 23, 2011 NP 11-202 Receipt dated March 23, 2011 Offering Price and Description: Maximum Offering: $4,950,000 .00(9,000,000 Units); Minimum Offering: $2,530,000.00 (4,600,000 Units) 10,070,000 Ordinary Shares and 5,035,000 Ordinary Share Purchase Warrants Issuable on Exercise of 10,070,000 Special Warrants Underwriter(s) or Distributor(s): Fraser Mackenzie Limited Promoter(s):-Project #1695527

_______________________________________________ Issuer Name: Sprott Gold Bullion Fund Principal Regulator - Ontario Type and Date: Final Simplified Prospectus dated March 24, 2011 NP 11-202 Receipt dated March 25, 2011 Offering Price and Description: Series A, Series F and Series I Units @ Net Asset Value Underwriter(s) or Distributor(s): -Promoter(s):SPROTT ASSET MANAGEMENT L.P. Project #1697669

_______________________________________________

Issuer Name: Sprott Physical Gold Trust Principal Regulator - Ontario Type and Date: Final Base Shelf Prospectus dated March 22, 2011 NP 11-202 Receipt dated March 23, 2011 Offering Price and Description: U.S.$1,500,000,000.00 - Trust Units Underwriter(s) or Distributor(s): -Promoter(s):Sprott Asset Management LP Project #1710319

_______________________________________________ Issuer Name: Stone 2011 Flow-Through Limited Partnership Principal Jurisdiction - Ontario Type and Date: Preliminary Long Form Prospectus dated February 11, 2011 Withdrawn on March 29, 2011 Offering Price and Description: $50,000,000.00 (Maximum Offering); $5,000,000.00 (Minimum Offering) Maximum of 2,000,000 and Minimum of 200,000 Units Price: $25 per Unit Minimum Subscription: 100 Units Underwriter(s) or Distributor(s): CIBC World Markets Inc. National Bank Financial Inc. RBC Dominion Securities Inc. BMO Nesbitt Burns Inc. Scotia Capital Inc. TD Securities Inc. Canaccord Genuity Corp. GMP Securities L.P. Wellington West Capital Markets Inc. HSBC Securities (Canada) Inc. Macquarie Private Wealth Inc. Manulife Securities Incorporated Raymond James Ltd. Burgeonvest Bick Securities Limited Dundee Securities Ltd. Industrial Alliance Securities Inc. Mackie Research Capital Corporation Union Securities Ltd. Promoter(s):Stone 2011 Flow-Through GP Inc. Stone Asset Management Limited Project #1696713

_______________________________________________

Registrations

April 1, 2011 (2011) 34 OSCB 4023

Chapter 12

Registrations

12.1.1 Registrants

Type Company Category of Registration Effective Date

Name Change

From: Baring Asset Management, Inc.

To: Baring Asset Management LLC

Exempt Market Dealer, Portfolio Manager and Investment Fund Manager

December 31, 2010

Name Change

From: Kilburn Ogilvie Investment Management Ltd.

To: Kilburn Ogilvie Waymann Investment Management Ltd.

Portfolio Manager March 16, 2011

Change in Registration Category Arrow Hedge Partners Inc.

From: Portfolio Manager, Exempt Market Dealer and Commodity Trading Manager

To: Portfolio Manager, Exempt Market Dealer, Commodity Trading Manager and Investment Fund Manager

March 24, 2011

Voluntary Surrender Gersan Capital Corp. Exempt Market Dealer March 24, 2011

Change in Registration Category

Dixon Mitchell Investment Counsel Inc.

From: Portfolio Manager

To: Portfolio Manager, Exempt Market Dealer

March 25, 2011

Consent to Suspension (Pending Surrender)

Cornerstone Securities Canada Inc. Exempt Market Dealer

March 28, 2011

Change in Registration Category

Highwater Capital Management Corp.

From: Portfolio Manager, Exempt Market Dealer and Commodity Trading Manager

To: Portfolio Manager, Exempt Market Dealer, Commodity Trading Manager and Investment Fund Manager

March 29, 2011

Registrations

April 1, 2011 (2011) 34 OSCB 4024


April 1, 2011 (2011) 34 OSCB 4025

Index

1660690 Ontario Ltd. Notice from the Office of the Secretary .....................3744

Order – s. 127 ...........................................................3792

1778445 Ontario Inc. Notice from the Office of the Secretary .....................3744

Order – ss. 127(1), 127(7), 127(8) ............................3791


Order – s. 127 ...........................................................3792


Order – s. 127 ...........................................................3792


Order – s. 127 ...........................................................3792


Order – s. 127 ...........................................................3792

2150129 Ontario Inc., Notice from the Office of the Secretary .....................3744

Order – ss. 127(1), 127(7), 127(8) ............................3791


Order – s. 127 ...........................................................3792


Order – s. 127 ...........................................................3792

Allarde, Naida Notice from the Office of the Secretary .....................3746

Order – s. 127 ...........................................................3793

Arconti, Alexander Flavio Notice from the Office of the Secretary .....................3743

Order – ss. 127(7), 127(8).........................................3786

Arconti, Luigino Notice from the Office of the Secretary .....................3743

Order – ss. 127(7), 127(8).........................................3786

Arrow Hedge Partners Inc. Change in Registration Category ..............................4023

Ashanti Corporate Services Inc. Notice of Hearing – ss. 127(7), 127.1 .......................3736

Notice from the Office of the Secretary .....................3747

Bank of Montreal Decision – s 5.1 of OSC Rule 48-501 Trading

During Distributions, Formal Bids and Share Exchange Transactions ............................................ 3780

Baring Asset Management LLC Name Change .......................................................... 4023

Baring Asset Management, Inc. Name Change .......................................................... 4023

Blackett, Sylvan Notice from the Office of the Secretary .................... 3744

Order – ss. 127(1), 127(7), 127(8)............................ 3791

BMO Asset Management Inc., Decision – s 5.1 of OSC Rule 48-501 Trading


BMO Harris Investment Management Inc., Decision – s 5.1 of OSC Rule 48-501 Trading


BMO Nesbitt Burns Inc., Decision – s 5.1 of OSC Rule 48-501 Trading


Boily, Bernard Notice of Hearing – ss. 127, 127.1 ........................... 3730

Notice from the Office of the Secretary .................... 3745

Canadian Derivatives Clearing Corporation Order – s. 147 .......................................................... 3788

Canadian Disciplined Persons List News Release .......................................................... 3740

CI Investments Inc. Decision.................................................................... 3755

Cornerstone Securities Canada Inc. Consent to Suspension (Pending Surrender) ........... 4023

Disciplined Persons List News Release .......................................................... 3740

Dixon Mitchell Investment Counsel Inc. Change in Registration Category ............................. 4023

Dominion International Resource Management Inc. Notice of Hearing – ss. 127(7), 127.1....................... 3736


Index

April 1, 2011 (2011) 34 OSCB 4026

Dynamic Advantage Bond Class Decision ....................................................................3770

Dynamic Advantage Bond Fund Decision ....................................................................3770

Dynamic Alpha Performance Fund Decision ....................................................................3770

Dynamic Aurion Canadian Equity Class Decision ....................................................................3770

Dynamic Aurion Tactical Balanced Class Decision ....................................................................3770

Dynamic Aurion Total Return Bond Class Decision ....................................................................3770

Dynamic Aurion Total Return Bond Fund Decision ....................................................................3770

Dynamic Canadian Bond Fund Decision ....................................................................3770

Dynamic Canadian Dividend Class Decision ....................................................................3770

Dynamic Contrarian Fund Decision ....................................................................3770

Dynamic Diversified Real Asset Fund Decision ....................................................................3770

Dynamic Dividend Fund Decision ....................................................................3770

Dynamic Dividend Income Class Decision ....................................................................3770

Dynamic Dividend Income Fund Decision ....................................................................3770

Dynamic Dollar-Cost Averaging Fund Decision ....................................................................3770

Dynamic EAFE Value Class Decision ....................................................................3770

Dynamic Emerging Markets Class Decision ....................................................................3770

Dynamic Emerging Markets Class Decision ....................................................................3770

Dynamic Energy Income Fund Decision ....................................................................3770

Dynamic Equity Income Fund Decision ....................................................................3770

Dynamic European Value Fund Decision ....................................................................3770

Dynamic Far East Value Fund Decision.................................................................... 3770

Dynamic Financial Services Fund Decision.................................................................... 3770

Dynamic Focus+ Balanced Fund Decision.................................................................... 3770

Dynamic Focus+ Equity Fund Decision.................................................................... 3770

Dynamic Global Energy Class (to be renamed to Dynamic Strategic Energy Class) Decision.................................................................... 3770

Dynamic Global Infrastructure Fund Decision.................................................................... 3770

Dynamic Global Real Estate Fund Decision.................................................................... 3770

Dynamic Global Value Balanced Fund Decision.................................................................... 3770

Dynamic Global Value Class Decision.................................................................... 3770

Dynamic Global Value Fund Decision.................................................................... 3770

Dynamic Income Opportunities Fund Decision.................................................................... 3770

Dynamic Power Balanced Class Decision.................................................................... 3770

Dynamic Power Canadian Growth Class Decision.................................................................... 3770

Dynamic Power Emerging Markets Fund Decision.................................................................... 3770

Dynamic Power Global Navigator Class Decision.................................................................... 3770

Dynamic Power Hedge Fund Decision.................................................................... 3770

Dynamic Real Estate & Infrastructure Income Fund Decision.................................................................... 3770

Dynamic Real Return Bond Fund Decision.................................................................... 3770

Dynamic Short Term Bond Fund Decision.................................................................... 3770

Dynamic Small Business Fund Decision.................................................................... 3770

Dynamic Strategic Yield Class Decision.................................................................... 3770

Index

April 1, 2011 (2011) 34 OSCB 4027

Dynamic Strategic Yield Fund Decision ....................................................................3770

Dynamic Value Balanced Class Decision ....................................................................3770

Dynamic Value Balanced Fund Decision ....................................................................3770

Dynamic Venture Opportunities Fund Ltd Decision ....................................................................3770

Gersan Capital Corp. Voluntary Surrender..................................................4023

Gestion Placements Desjardins Inc. / Desjardins Investment Management Inc.

Ruling – s. 74(1)........................................................3794

Giangrosso, Bernardo Notice from the Office of the Secretary .....................3746

Order – s. 127 ...........................................................3793

Gold Participation and Income Fund Decision ....................................................................3776

Goodman & Company Canadian Value Strategy Decision ....................................................................3770

Goodman & Company Equity Income Strategy Decision ....................................................................3770

Goodman & Company Global Value Strategy Decision ....................................................................3770

Goodman & Company Growth Strategy Decision ....................................................................3770

Goodman & Company, Investment Counsel Ltd. Decision ....................................................................3770

Goodman Private Wealth Management Core Equity Pool Decision ....................................................................3770

Goodman Private Wealth Management Diversified Bond Pool Decision ....................................................................3770

Harris Bank N.A. Decision – s 5.1 of OSC Rule 48-501 Trading

During Distributions, Formal Bids and Share Exchange Transactions ............................................3780

Harris Investment Management, Inc., Decision – s 5.1 of OSC Rule 48-501 Trading


Harris Investor Services Inc. Decision – s 5.1 of OSC Rule 48-501 Trading


Harris myCFO Investment Advisory Services LLC Decision – s 5.1 of OSC Rule 48-501 Trading


Harris N.A., Decision – s 5.1 of OSC Rule 48-501 Trading


Hewitt, Christine Notice of Hearing – ss. 127(1), 127.1....................... 3729

Notice from the Office of the Secretary .................... 3745 Notice from the Office of the Secretary .................... 3746 Order – s. 127(1) ...................................................... 3793 OSC Reasons .......................................................... 3799

Hibbert, Marlon Gary Notice of Hearing – ss. 127(7), 127.1....................... 3736


Highwater Capital Management Corp. Change in Registration Category ............................. 4023

HIM Monegy, Inc., Decision – s 5.1 of OSC Rule 48-501 Trading


Innovative Gifting Inc. Notice of Hearing – ss. 127(1), 127.1....................... 3729


Intact Financial Corporation Order – s. 104(2)(c) .................................................. 3784

K&S Global Wealth Creative Strategies Inc. Notice from the Office of the Secretary .................... 3746

Order – s. 127 .......................................................... 3793

Kabash Resource Management Notice of Hearing – ss. 127(7), 127.1....................... 3736


Kilburn Ogilvie Investment Management Ltd. Name Change .......................................................... 4023

Kilburn Ogilvie Waymann Investment Management Ltd. Name Change .......................................................... 4023

Lobban, Maxine Notice from the Office of the Secretary .................... 3746

Order – s. 127 .......................................................... 3793

Lobban, Wayne Notice from the Office of the Secretary .................... 3746

Order – s. 127 .......................................................... 3793

Index

April 1, 2011 (2011) 34 OSCB 4028

Lombardi, Paola Notice from the Office of the Secretary .....................3744

Order – s. 127 ...........................................................3792

Lushington, Terence Notice of Hearing – ss. 127(1), 127.1 .......................3729

Notice from the Office of the Secretary .....................3745 Notice from the Office of the Secretary .....................3746 Order – s. 127(1).......................................................3793 OSC Reasons ...........................................................3799

Marquis Institutional Bond Portfolio Decision ....................................................................3770

Marquis Institutional Canadian Equity Portfolio Decision ....................................................................3770

Marquis Institutional Equity Portfolio Decision ....................................................................3770

Marquis Institutional Growth Portfolio Decision ....................................................................3770

Mulvihill Capital Management Inc. Decision ....................................................................3776

New Life Capital Advantage Inc. Notice from the Office of the Secretary .....................3744

Order – s. 127 ...........................................................3792

New Life Capital Corp. Notice from the Office of the Secretary .....................3744

Order – s. 127 ...........................................................3792

New Life Capital Investments Inc. Notice from the Office of the Secretary .....................3744

Order – s. 127 ...........................................................3792

New Life Capital Strategies Inc. Notice from the Office of the Secretary .....................3744

Order – s. 127 ...........................................................3792

NI 41-102 Supplementary Prospectus Disclosure Requirements for Securitized Products

News Release...........................................................3742 Request for Comments .............................................3811

NI 45-102 Resale of Securities News Release...........................................................3742

Request for Comments .............................................3811

NI 45-106 Prospectus and Registration Exemptions News Release...........................................................3742

Request for Comments .............................................3811

NI 51-106 Continuous Disclosure Requirements for Securitized Products

News Release...........................................................3742 Request for Comments .............................................3811

NI 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings

News Release .......................................................... 3742 Request for Comments............................................. 3811

North American Capital Inc. Notice from the Office of the Secretary .................... 3743

Order – ss. 127(7), 127(8) ........................................ 3786

North American Financial Group Inc. Notice from the Office of the Secretary .................... 3743

Order – ss. 127(7), 127(8) ........................................ 3786

OSC Staff Notice 11-739 (Revised) – Policy Reformulation Table of Concordance and List of New Instruments

Notice ....................................................................... 3722

OSC Staff Notice 41-702 – Prospectus Practice Directive #1 – Personal information forms and other procedural matters regarding preliminary prospectus filings

Notice ....................................................................... 3725

OSC Staff Notice 41-703 – Corporate Finance Prospectus Practice Directive #2 – Exemption from certain prospectus requirements to be evidenced by a receipt

Notice ....................................................................... 3727

Pareto Corporation Decision – s. 1(10) ................................................... 3755

Persaud, Kevin Notice from the Office of the Secretary .................... 3746

Order – s. 127 .......................................................... 3793

Pogachar, L. Jeffrey Notice from the Office of the Secretary .................... 3744

Order – s. 127 .......................................................... 3792

Power To Create Wealth Inc. (Panama) Notice of Hearing – ss. 127(7), 127.1....................... 3736


Power To Create Wealth Inc. Notice of Hearing – ss. 127(7), 127.1....................... 3736


Premium Income Corporation Decision.................................................................... 3776

Price, Alan S. Notice from the Office of the Secretary .................... 3744

Order – s. 127 .......................................................... 3792

Pyrford International Limited, Decision – s 5.1 of OSC Rule 48-501 Trading During

Distributions, Formal Bids and Share Exchange Transactions ................................................................ 3780

Index

April 1, 2011 (2011) 34 OSCB 4029

QuantFX Asset Management Inc. Notice of Hearing – ss. 37, 127.................................3729


Ramoutar, Justin Notice from the Office of the Secretary .....................3744

Order – ss. 127(1), 127(7), 127(8) ............................3791

Ramoutar, PamelaNotice from the Office of the Secretary .....................3744

Order – ss. 127(1), 127(7), 127(8) ............................3791

RBC Global Asset Management Inc. Decision ....................................................................3766

Rezwealth Financial Services Inc. Notice from the Office of the Secretary .....................3744

Order – ss. 127(1), 127(7), 127(8) ............................3791

Schneider Electric S.A. Decision ....................................................................3749

Shtromvaser, Lucien Notice of Hearing – ss. 37, 127.................................3729


Simply Wealth Financial Group Inc. Notice from the Office of the Secretary .....................3746

Order – s. 127 ...........................................................3793

Smith, Willoughby Notice from the Office of the Secretary .....................3744

Order – ss. 127(1), 127(7), 127(8) ............................3791

Star Hedge Managers Corp. II Decision ....................................................................3764

Stoker Ostler Wealth Advisors, Inc., Decision – s 5.1 of OSC Rule 48-501 Trading


Sullivan, Bruyette, Speros & Blayney, Inc., Decision – s 5.1 of OSC Rule 48-501 Trading


Tajac Capital Inc. Cease Trading Order ................................................3809

Tiffin Financial Corporation Notice from the Office of the Secretary .....................3744

Order – ss. 127(1), 127(7), 127(8) ............................3791

Tiffin, Daniel Notice from the Office of the Secretary .....................3744

Order – ss. 127(1), 127(7), 127(8) ............................3791

Tsatskin, Vadim Notice of Hearing – ss. 37, 127.................................3729


Uranium One Inc. Decision.................................................................... 3759

Z2A Corp. Notice of Hearing – ss. 127(1), 127.1....................... 3729


Zemlinsky, Rostislav Notice of Hearing – ss. 37, 127 ................................ 3729


Index

April 1, 2011 (2011) 34 OSCB 4030
