osc bulletin - westlawecarswell.com bulletin july 26, 2012 volume 35, issue 30 (2012), 35 oscb the...

The Ontario Securities Commission

OSC Bulletin

July 26, 2012

Volume 35, Issue 30

(2012), 35 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

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© Copyright 2012 Ontario Securities Commission ISSN 0226-9325 Except Chapter 7 ©CDS INC.

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July 26, 2012 (2012) 35 OSCB

Table of Contents

Chapter 1 Notices / News Releases ......................6785 1.1 Notices ..........................................................67851.1.1 Current Proceedings before the Ontario Securities Commission ......................67851.1.2 CSA Staff Notice 12-307 – Applications for a Decision that an Issuer is not a Reporting Issuer .............................................67941.1.3 OSC Staff Notice 12-703 – Applications for a Decision that an Issuer is not a Reporting Issuer .............................................68021.1.4 Notice of Correction – DirectCash Payments Inc. ..............................6807 1.2 Notices of Hearing........................................6807 1.2.1 New Found Freedom Financial et al. – ss. 127, 127.1.............................................6807 1.3 News Releases .............................................6808 1.3.1 Canadian Securities Regulators Announce Results of Continuous Disclosure Reviews for Fiscal 2012................................................68081.3.2 OSC Panel Releases Decision Regarding Shaun Gerard McErlean and Securus Capital Inc. Related to Breaches of the Ontario Securities Act.....................................6810 1.4 Notices from the Office of the Secretary ............................................6811 1.4.1 Marlon Gary Hibbert et al. ..............................6811 1.4.2 Energy Syndications Inc. et al. .......................6811 1.4.3 Energy Syndications Inc. et al. .......................6812 1.4.4 Shaun Gerard McErlean and Securus Capital Inc. .......................................6813 1.4.5 Peter Sbaraglia...............................................6813 1.4.6 New Found Freedom Financial et al...............6814

Chapter 2 Decisions, Orders and Rulings ............6815 2.1 Decisions ......................................................6815 2.1.1 Caldwell Investment Management Ltd. et al..........................................................68152.1.2 Value Partners Investments Inc......................6817 2.1.3 I.G. Investment Management, Ltd. .................68212.1.4 Maple Group Acquisition Corporation.............6825 2.1.5 Daimler Canada Finance Inc. .........................6833 2.1.6 Trapeze Capital Corp. et al.............................68352.1.7 AlphaPro Management Inc. and the Top Funds (as defined below) ........................6837 2.1.8 Manulife Financial Capital Trust – s. 1(10) .......................................................6844 2.2 Orders............................................................6845 2.2.1 Amendment to the Assignment of Certain Powers and Duties of the Ontario Securities Commission – s. 6(3) ........6845 2.2.2 Amended and Restated Assignment of Certain Powers and Duties of the Ontario Securities Commission – s. 6(3) ........6846 2.2.3 Marlon Gary Hibbert et al. – s. 144(1) ............6849 2.2.4 Win-Eldrich Mines Limited – s. 144 ................68502.2.5 Energy Syndications Inc. et al. – s. 127 .........6851

2.2.6 Energy Syndications Inc. et al. – ss. 127(1), 127(8)....................................... 6851 2.2.7 CRC Royalty Corporation – s. 144 ......................................................... 68532.2.8 Shaun Gerard McErlean and Securus Capital Inc. – ss. 127, 127.1 ............ 6854 2.2.9 Peter Sbaraglia .............................................. 6855 2.2.10 Tranzeo Wireless Technologies Inc. – s. 144 ......................................................... 68562.3 Rulings............................................................(nil)

Chapter 3 Reasons: Decisions, Orders and Rulings .................................................. 68593.1 OSC Decisions, Orders and Rulings.......... 6859 3.1.1 Shaun Gerard McErlean and Securus Capital Inc. – s. 127 ......................... 68593.2 Court Decisions, Order and Rulings ............(nil)

Chapter 4 Cease Trading Orders .......................... 68854.1.1 Temporary, Permanent & Rescinding Issuer Cease Trading Orders......................... 6885 4.2.1 Temporary, Permanent & Rescinding Management Cease Trading Orders ............. 6885 4.2.2 Outstanding Management & Insider Cease Trading Orders ................................... 6885

Chapter 5 Rules and Policies ..................................(nil)

Chapter 6 Request for Comments ........................ 6887 6.1.1 Proposed Consequential Amendments to Registration, Prospectus and Continuous Disclosure Rules Related to NI 25-101 Designated Rating Organizations .................. 6887

Chapter 7 Insider Reporting.................................. 6911

Chapter 8 Notice of Exempt Financings............... 6971 Reports of Trades Submitted on Forms 45-106F1 and 45-501F1.............. 6971

Chapter 9 Legislation...............................................(nil)

Chapter 11 IPOs, New Issues and Secondary Financings............................................. 6975

Chapter 12 Registrations......................................... 6979 12.1.1 Registrants..................................................... 6979

Chapter 13 SROs, Marketplaces and Clearing Agencies ................................ 6981

13.1 SROs...............................................................(nil) 13.2 Marketplaces ................................................ 698113.2.1 Alpha Exchange Inc. – Request for Comments on Public Interest Rule Amendments to Alpha Exchange Trading Policies and Housekeeping Rule Amendments to Alpha Exchange Trading Policies ............................................. 6981 13.3 Clearing Agencies .........................................(nil)

Table of Contents

July 26, 2012 (2012) 35 OSCB

Chapter 25 Other Information..................................6989 25.1 Consents 25.1.1 Advanced Primary Minerals Corporation – s. 4(b) of the Regulation ..........6989

Index ............................................................................6991

July 26, 2012 (2012) 35 OSCB 6785

Chapter 1

Notices / News Releases

1.1 Notices

1.1.1 Current Proceedings Before The Ontario Securities Commission

July 26, 2012

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.

M. - - - - - - - - - - - - - - - - - - - - - -

THE COMMISSIONERS

Howard I. Wetston, Chair — HIW James E. A. Turner, Vice Chair — JEAT Lawrence E. Ritchie, Vice Chair — LER Mary G. Condon, Vice Chair — MGC Sinan O. Akdeniz — SOA James D. Carnwath — JDC Margot C. Howard — MCH Sarah B. Kavanagh — SBK Kevin J. Kelly — KJK Paulette L. Kennedy — PLK Edward P. Kerwin — EPK Vern Krishna __ VK Christopher Portner — CP Judith N. Robertson — JNR Charles Wesley Moore (Wes) Scott — CWMS

SCHEDULED OSC HEARINGS

August 1, 2012

10:00 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

J. Lynch/S. Chandra in attendance for Staff

Panel: JDC

August 7-13, August 15-16 and August 21, 2012

10:00 a.m.

Irwin Boock, Stanton Defreitas, Jason Wong, Saudia Allie, Alena Dubinsky, Alex Khodjaiants Select American Transfer Co., Leasesmart, Inc., Advanced Growing Systems, Inc., International Energy Ltd., Nutrione Corporation, Pocketop Corporation, Asia Telecom Ltd., Pharm Control Ltd., Cambridge Resources Corporation, Compushare Transfer Corporation, Federated Purchaser, Inc., TCC Industries, Inc., First National Entertainment Corporation, WGI Holdings, Inc. and Enerbrite Technologies Group

s. 127 and 127.1

D. Campbell in attendance for Staff

Panel: VK


July 26, 2012 (2012) 35 OSCB 6786

August 9, 2012

3:00 p.m.

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

s. 127 and 127.1

D. Ferris in attendance for Staff

Panel: EPK

August 13, 2012

10:00 a.m.

August 15, 2012

10:30 a.m.

September 18-19, 2012

10:00 a.m.

Crown Hill Capital Corporation and Wayne Lawrence Pushka

s. 127

A. Perschy/A. Pelletier in attendance for Staff

Panel: JEAT/CP/JNR

August 15, 2012

10:00 a.m.

Morgan Dragon Development Corp., John Cheong (aka Kim Meng Cheong), Herman Tse, Devon Ricketts and Mark Griffiths

s. 127

J. Feasby in attendance for Staff

Panel: EPK

August 15 and 16, 2012

10:00 a.m.

Goldpoint Resources Corporation, Pasqualino Novielli also known as Lee or Lino Novielli, Brian Patrick Moloney also known as Brian Caldwell, and Zaida Pimentel also known as Zaida Novielli

s. 127(1) and 127(5)

C. Watson in attendance for Staff

Panel: MGC

August 21, 2012

10:30 a.m.

Energy Syndications Inc., Green Syndications Inc., Syndications Canada Inc., Land Syndications Inc. and Douglas Chaddock

s. 127

C. Johnson in attendance for Staff

Panel: TBA

August 28, 2012

2:30 p.m.

David Charles Phillips and John Russell Wilson

s. 127

Y. Chisholm in attendance for Staff

Panel: JDC

September 4-10,September 12-14, September 19-24, and September 26 –October 5, 2012

10:00 a.m.

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

s. 127

H Craig in attendance for Staff

Panel: TBA

September 4, 2012

11:00 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


Panel: VK/MCH

September 5, 2012

10:00 a.m.

Vincent Ciccone and Cabo Catoche Corp. (a.k.a. Medra Corp. and Medra Corporation)

s. 127

M. Vaillancourt in attendance for Staff

Panel: VK


July 26, 2012 (2012) 35 OSCB 6787

September 5-10,September 12-14 and September 19-21, 2012

10:00 a.m.

Vincent Ciccone and Medra Corp.

s. 127


Panel: VK

September 11, 2012

3:00 p.m.

olutions Inc., d Hao Quach

s. 127


Panel: EPK

September 12, 2012

9:00 a.m.

Sage Investment Group, C.A.D.E Resources Group Inc., Greenstone Financial Group, Fidelity Financial Group, Antonio Carlos Neto David Oliveira, and Anne Marie Ridley

s. 127


Panel: EPK

September 21, 2012

10:00 a.m.

Oversea Chinese Fund Limited Partnership, Weizhen Tang and Associates Inc., Weizhen Tang Corp., and Weizhen Tang

s. 127 and 127.1

H. Craig in attendance for Staff

Panel: TBA

September 24, September 26 – October 5 and October 10-19, 2012

10:00 a.m.

New Found Freedom Financial, Ron Deonarine Singh, Wayne Gerard Martinez, Pauline Levy, David Whidden, Paul Swaby and Zompas Consulting

s. 127

A. Heydon in attendance for Staff

Panel: JDC

October 10, 2012

10:00 a.m.

Sino-Forest Corporation, Allen Chan, Albert Ip, Alfred C.T. Hung, George Ho and Simon Yeung

s. 127


Panel: MGC

October 10, 2012

10:00 a.m

Sino-Forest Corporation, Allen Chan, Albert Ip, Alfred C.T. Hung, George Ho, Simon Yeung and David Horsley

s. 127


Panel: MGC

October 11, 2012

9:00 a.m.

New Solutions Capital Inc., New Solutions Financial Corporation, New Solutions Financial (II) Corporation, New Solutions Financial (III) Corporation, New Solutions Financial (VI) Corporation and Ron Ovenden

s. 127

S. Horgan in attendance for Staff

Panel: TBA

October 19, 2012

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: PLK


July 26, 2012 (2012) 35 OSCB 6788

October 22 and October 24 –November 5, 2012

10:00 a.m.

MBS Group (Canada) Ltd., Balbir Ahluwalia and Mohinder Ahluwalia

s. 37, 127 and 127.1

C. Rossi in attendance for staff

Panel: TBA

October 29-31, 2012

10:00 a.m.

Shallow Oil & Gas Inc., Eric O’Brien, Abel Da Silva and Abraham Herbert Grossman aka Allen Grossman and Kevin Wash

s. 127

H. Craig/S. Schumacher in attendance for Staff

Panel: JDC

October 31 –November 5, November 7-9, December 3, December 5-17 and December 19, 2012

10:00 a.m.

Rezwealth Financial Services Inc., Pamela Ramoutar, Justin Ramoutar, Tiffin Financial Corporation, Daniel Tiffin, 2150129 Ontario Inc., Sylvan Blackett, 1778445 Ontario Inc. and Willoughby Smith

s. 127(1) and (5)

A. Heydon in attendance for Staff

Panel: TBA

November 5, 2012

10:00 a.m.

Heir Home Equity Investment Rewards Inc.; FFI First Fruit Investments Inc.; Wealth Building Mortgages Inc.; Archibald Robertson; Eric Deschamps; Canyon Acquisitions, LLC; Canyon Acquisitions International, LLC; Brent Borland; Wayne D. Robbins; Marco Caruso; Placencia Estates Development, Ltd.; Copal Resort Development Group, LLC; Rendezvous Island, Ltd.; The Placencia Marina, Ltd.; and The Placencia Hotel and Residences Ltd.

s. 127

B. Shulman in attendance for Staff

Panel: TBA

November 12-19 and November 21, 2012

10:00 a.m.

Sandy Winick, Andrea Lee McCarthy, Kolt Curry, Laura Mateyak, Gregory J. Curry, American Heritage Stock Transfer Inc., American Heritage Stock Transfer, Inc., BFM Industries Inc., Liquid Gold International Inc., and Nanotech Industries Inc.

s. 127


Panel: TBA

November 21 –December 3 and December 5- 14, 2012

10:00 a.m.

Bernard Boily

s. 127 and 127.1

M. Vaillancourt/U. Sheikh in attendance for Staff

Panel: TBA

December 4, 2012

3:30 p.m.

Global Consulting and Financial Services, Crown Capital Management Corporation, Canadian Private Audit Service, Executive Asset Management, Michael Chomica, Peter Siklos (Also Known As Peter Kuti), Jan Chomica, and Lorne Banks

s. 127

H. Craig/C. Rossi in attendance for Staff

Panel: CP

December 20, 2012

10:00 a.m.

New Hudson Television Corporation, New Hudson Television L.L.C. & James Dmitry Salganov

s. 127


Panel: TBA

January 7 –February 5, 2013

10:00 a.m.

Jowdat Waheed and Bruce Walter

s. 127

J. Lynch in attendance for Staff

Panel: TBA


July 26, 2012 (2012) 35 OSCB 6789

January 21-28 and January 30 – February 1, 2013

10:00 a.m.

Moncasa Capital Corporation and John Frederick Collins

s. 127

T. Center in attendance for Staff

Panel: TBA

January 23-25 and January 30-31, 2013

10:00 a.m.

Sage Investment Group, C.A.D.E Resources Group Inc., Greenstone Financial Group, Fidelity Financial Group, Antonio Carlos Neto David Oliveira, and Anne Marie Ridley

s. 127


Panel: TBA

February 4-11 and February 13, 2013

10:00 a.m.

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

s. 127


Panel: TBA

March 18-25, March 27-28, April 1-5 and April 24-25, 2013

10:00 a.m.

Peter Sbaraglia

s. 127

J. Lynch in attendance for Staff

Panel: CP

April 29 –May 6 and May 8-10, 2013

10:00 a.m.

North American Financial Group Inc., North American Capital Inc., Alexander Flavio Arconti, and Luigino Arconti

s. 127


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 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


July 26, 2012 (2012) 35 OSCB 6790

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 Paul Azeff, Korin Bobrow, Mitchell Finkelstein, Howard Jeffrey Miller and Man Kin Cheng (a.k.a. Francis Cheng)

s. 127

T. Center/D. Campbell in attendance for Staff

Panel: TBA

TBA Uranium308 Resources Inc., Michael Friedman, George Schwartz, Peter Robinson, and Shafi Khan

s. 127

H. Craig/C.Rossi in attendance for Staff

Panel: TBA

TBA Paul Donald

s. 127

C. Price in attendance for Staff

Panel: TBA

TBA 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


Panel: TBA

TBA FactorCorp Inc., FactorCorp Financial Inc. and Mark Twerdun

s. 127


Panel: TBA

TBA 2196768 Ontario Ltd carrying on business as Rare Investments, Ramadhar Dookhie, Adil Sunderji and Evgueni Todorov

s. 127

D. Campbell in attendance for Staff

Panel: TBA

TBA York Rio Resources Inc., Brilliante Brasilcan Resources Corp., Victor York, Robert Runic, George Schwartz, Peter Robinson, Adam Sherman, Ryan Demchuk, Matthew Oliver, Gordon Valde and Scott Bassingdale

s. 127

H. Craig/C. Watson in attendance for Staff

Panel: TBA


July 26, 2012 (2012) 35 OSCB 6791

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

s. 127


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

s. 127


Panel: TBA

TBA David M. O’Brien

s. 37, 127 and 127.1


Panel: TBA

TBA Ground Wealth Inc., Armadillo Energy Inc., Paul Schuett, Doug DeBoer, James Linde, Susan Lawson, Michelle Dunk, Adrion Smith, Bianca Soto and Terry Reichert

s. 127

S. Schumacher in attendance for Staff

Panel: TBA

TBA Eda Marie Agueci, Dennis Wing, Santo Iacono, Josephine Raponi, Kimberley Stephany, Henry Fiorillo, Giuseppe (Joseph) Fiorini, John Serpa, Ian Telfer, Jacob Gornitzki and Pollen Services Limited

s. 127

J, Waechter/U. Sheikh in attendance for Staff

Panel: TBA

TBA Empire Consulting Inc. and Desmond Chambers

s. 127


Panel: TBA

TBA American Heritage Stock Transfer Inc., American Heritage Stock Transfer, Inc., BFM Industries Inc., Denver Gardner Inc., Sandy Winick, Andrea Lee McCarthy, Kolt Curry and Laura Mateyak

s. 127


Panel: TBA


July 26, 2012 (2012) 35 OSCB 6792

TBA Energy Syndications Inc. Green Syndications Inc. , Syndications Canada Inc., Daniel Strumos, Michael Baum and Douglas William Chaddock

s. 127


Panel: TBA

TBA Bunting & Waddington Inc., Arvind Sanmugam, Julie Winget and Jenifer Brekelmans

s. 127


Panel: TBA

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 Colby Cooper Capital Inc. Colby Cooper Inc., Pac West Minerals Limited John Douglas Lee Mason

s. 127


Panel: TBA

TBA Normand Gauthier, Gentree Asset Management Inc., R.E.A.L. Group Fund III (Canada) LP, and CanPro Income Fund I, LP

s. 127


Panel: TBA

TBA Beryl Henderson

s. 127


Panel: TBA

TBA Ciccone Group, Cabo Catoche Corp. (a.k.a Medra Corp. and Medra Corporation), 990509 Ontario Inc., Tadd Financial Inc., Cachet Wealth Management Inc., Vincent Ciccone (a.k.a. Vince Ciccone), DarrylBrubacher, Andrew J Martin, Steve Haney, Klaudiusz Malinowski and Ben Giangrosso

s. 127


Panel: TBA

TBA International Strategic Investments, International Strategic Investments Inc., Somin Holdings Inc., Nazim Gillani and Ryan J. Driscoll.

s. 127


Panel: TBA


July 26, 2012 (2012) 35 OSCB 6793

TBA Majestic Supply Co. Inc., Suncastle Developments Corporation, Herbert Adams, Steve Bishop, Mary Kricfalusi, Kevin Loman and CBK Enterprises Inc.

s. 37, 127 and 127.1


Panel: TBA

TBA David Charles Phillips

s. 127


Panel: TBA

TBA Shaun Gerard McErlean and Securus Capital Inc.

s. 127

M. Britton in attendance for Staff

Panel: TBA

TBA 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

ADJOURNED SINE DIE

Global Privacy Management Trust and Robert Cranston

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

LandBankers International MX, S.A. De C.V.; Sierra Madre Holdings MX, S.A. De C.V.; L&B LandBanking Trust S.A. De C.V.; Brian J. Wolf Zacarias; Roger Fernando Ayuso Loyo, Alan Hemingway, Kelly Friesen, Sonja A. McAdam, Ed Moore, Kim Moore, Jason Rogers and Dave Urrutia

Hollinger Inc., Conrad M. Black, F. David Radler, John A. Boultbee and Peter Y. Atkinson


July 26, 2012 (2012) 35 OSCB 6794

1.1.2 CSA Staff Notice 12-307 – Applications for a Decision that an Issuer is not a Reporting Issuer

CSA Staff Notice 12-307 Applications for a Decision that an Issuer

is not a Reporting Issuer (First published September 12, 2003 and revised

February 4, 2005, November 1, 2006, March 7, 2008, and July 26, 2012)

Purpose

This Notice provides information and guidance on coordinated review applications that may be made under National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions (NP 11-203) for a decision that an issuer is not a reporting issuer (a decision). Among other things, this Notice covers:

• how an issuer can apply for a decision under a simplified procedure if it meets certain conditions,

• how an issuer can apply for a decision if it is not eligible to use the simplified procedure,

• how an issuer can describe the decision it wants in a way that addresses legislative differences between jurisdictions,

• how a foreign issuer with a small securityholder presence in Canada can apply for a decision, and

• the procedure for dissolved issuers.

In this Notice, “securityholder” means, for a security, the beneficial owner of the security.

The Simplified Procedure

The local securities regulatory authority or regulator (the Decision Maker) in each of Alberta, Saskatchewan, Manitoba, Ontario,Québec, New Brunswick, Prince Edward Island, Nova Scotia, Newfoundland and Labrador, Yukon, the Northwest Territories and Nunavut (the Jurisdictions) has adopted a simplified procedure for certain coordinated review applications (NP 11-203 describes the process for a coordinated review application) in which an issuer is seeking a decision that it is not a reportingissuer under the securities legislation of the Jurisdictions (the Legislation).

The simplified procedure is available to a reporting issuer:

• that is not a reporting issuer in British Columbia (including an issuer that has voluntarily surrendered its reporting issuer status under British Columbia Instrument 11-502 Voluntary Surrender of Reporting Issuer Status),

• that is seeking a decision that it is not a reporting issuer, from the Decision Maker in each of the Jurisdictions in which it is a reporting issuer,

• whose outstanding securities, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide,

• whose securities, including debt securities, are not traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported, and

• that is not in default of any of its obligations under the Legislation as a reporting issuer.

A reporting issuer may request a decision under the simplified procedure by submitting, to each of the Jurisdictions in which it is seeking the decision, the fees applicable under the Legislation, a draft decision document and a letter in duplicate prepared byor on behalf of the issuer that:


July 26, 2012 (2012) 35 OSCB 6795

• states that the issuer is seeking a decision of the Decision Makers that it is not a reporting issuer,

• references the simplified procedure in this Notice, and

• includes representations that the applicant meets each of the criteria set out in the simplified procedure in this Notice.

Schedule 1 includes a sample application letter and form of decision document. In some cases, staff may request additional information from the reporting issuer. The reporting issuer should make its application in paper and electronic format as described in section 5.5 of NP 11-203.

The procedure will simplify the process in certain routine circumstances for a reporting issuer submitting a coordinated reviewapplication under NP 11-203 for decision that it is not a reporting issuer.

Applying for relief in British Columbia

The simplified procedure is not available in British Columbia. If a reporting issuer has no more than 50 securityholders (both debt and equity) and its securities are not traded through any exchange or market, it may surrender its status as a reporting issuer in that province by filing with the British Columbia Securities Commission the notice described in British Columbia Instrument 11-502 Voluntary Surrender of Reporting Issuer Status. The issuer would then apply for relief in other jurisdictions using the simplified procedure under this Notice.

OTC reporting issuers

The simplified procedure and the modified approach described in this Notice are not available to a reporting issuer that is an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets.

What to do when the simplified procedure in this Notice and BC Instrument 11-502 is not available

If an issuer cannot meet all of the simplified procedure criteria in this Notice or in BC Instrument 11-502 (if the issuer is areporting issuer in British Columbia), the issuer should submit an application under the standard procedure for a coordinated review application under NP 11-203 using the form of decision document attached as Annex C to NP 11-203. The reporting issuer should submit its application to each jurisdiction where the issuer is a reporting issuer.

An issuer wanting to avoid the minimum 10-day waiting period under BC Instrument 11-502 (which is a condition precedent to the other jurisdictions making a decision under the simplified procedure) should follow the standard procedure for a coordinatedreview application.

How to describe the decision the issuer wants

The legislation varies among the jurisdictions in how it authorizes regulators to terminate reporting issuer status. An issuer should include the language in the legislation of its principal regulator in its draft decision document. Where Québec is not the principal regulator and the issuer requires a decision in Québec, the issuer should also include the wording “revoke the issuer’sstatus as a reporting issuer” in its draft decision document if the language in the legislation of the principal regulator uses the phrase “ceased to be a reporting issuer”. The form of decision document in Schedule 1 to this Notice sets out the applicable language for each principal regulator.

Going-private transactions

Where the issuer is in the process of completing a going-private transaction following which it will want to stop being a reportingissuer, the issuer may apply for relief using the simplified procedure in this Notice prior to completing the transaction. A jurisdiction cannot make a decision until the transaction is complete and the issuer can represent that it has satisfied all thecriteria for the simplified procedure.

Successor reporting issuers

In circumstances where an issuer has exchanged its securities with another party (or that party’s securityholders) in connectionwith a statutory arrangement or procedure, the issuer should consider whether any other party in the transaction will or has become a reporting issuer following the exchange. If so, the issuer should disclose the name of that party in its application tostop being a reporting issuer and provide a brief summary of the statutory arrangement or procedure and the parties involved.


July 26, 2012 (2012) 35 OSCB 6796

Issuers subject to business corporations legislation in certain jurisdictions

In certain jurisdictions of Canada, the local business corporations legislation:

• contains certain provisions that apply to reporting issuers that were incorporated, continued or amalgamated under the business corporations legislation, and

• provides that if a reporting issuer no longer wants those provisions to apply to it, it must obtain an order from the Decision Maker that it is no longer a public company for the purposes of the business corporations legislation.

Issuers should review their business corporations legislation to determine if they need to make a separate application to the relevant Decision Maker for an order under the business corporations legislation. A decision obtained under the simplified procedure in this Notice or a coordinated review application under NP 11-203 is only for the purposes of securities legislation.

Foreign issuers

Foreign-incorporated issuers often seek decisions that they are not reporting issuers under applicable securities legislation when they have a declining numbers of securityholders in Canada. In general, these issuers do not meet the criteria for the simplifiedprocedure in this Notice because they typically have many beneficial securityholders in jurisdictions in Canada, and their securities are listed on one or more exchanges outside of Canada. However, they wish to cease being reporting issuers in Canada because their securities are not listed on an exchange in Canada and they do not intend to make any further distributions of securities in Canada.

Past approach

In the past, CSA staff have recommended a decision that a foreign issuer is not a reporting issuer where the issuer could demonstrate that Canadian ownership of its securities is de minimis compared to the total ownership by non-Canadian securityholders. In past decisions, this has been demonstrated when an issuer had:

• fewer than 300 beneficial securityholders in Canada, and

• a small percentage of total securityholdings beneficially owned by Canadian residents.

Modified approach

We have adopted a modified approach for applications by issuers that report in the U.S. and are listed on a U.S. exchange. If such an issuer meets the following criteria, CSA staff will generally recommend a decision that the issuer is not a reporting issuer:

1. The issuer makes a representation that residents of Canada do not:

(a) directly or indirectly beneficially own more than 2% of each class or series of outstanding securities (including debt securities) of the issuer worldwide, and

(b) directly or indirectly comprise more than 2% of the total number of securityholders of the issuer worldwide.

CSA staff realize that some filers have difficulty making representations on the beneficial ownership of securities by residents of Canada. CSA staff will not generally recommend granting the relief without the issuer satisfying the “2% test”. In addition, staff will not generally recommend granting the relief where a representation is qualified or limited to the knowledge of the issuer, unless the issuer can fully demonstrate that it has made diligent enquiry to support the representation and why it cannot give an unqualified representation.

2. The issuer files continuous disclosure reports under U.S. securities laws and is listed on a U.S. exchange.

3. In the 12 months before applying for the decision, the issuer has not taken any steps that indicate there is a market for its securities in Canada. Steps that would indicate there is a market in Canada include conducting a prospectus offering in Canada, or establishing or maintaining a listing on a Canadian marketplace or exchange.

4. The issuer provides advance notice to Canadian resident securityholders in a news release that it has applied to securities regulatory authorities for a decision that it is not a reporting issuer in Canada and, if that decision is made, the issuer will no longer be a reporting issuer in any jurisdiction of Canada.


July 26, 2012 (2012) 35 OSCB 6797

5. The issuer undertakes to concurrently deliver to its Canadian securityholders, all disclosure the issuer would be required under U.S. securities law or exchange requirements to deliver to U.S. resident securityholders.

Non-U.S. issuers that are listed on a major foreign exchange and meet the 2% test may also apply using the modified approach, provided that the issuer demonstrates that Canadian securityholders will receive adequate disclosure under the foreign securities law or exchange requirements.

Reporting issuer that has been dissolved or terminated

A reporting issuer does not need to apply for a decision that it is not a reporting issuer if it is:

• a corporation that was dissolved under applicable corporate legislation,

• a limited partnership that was dissolved under applicable limited partnership legislation,

• a trust that was terminated under its declaration of trust, or

• another form of business organization that was dissolved or terminated under its applicable governing legislation or constating or establishing document.

In each case, it will be sufficient if an agent files evidence of the dissolution or termination with the securities regulatory authority in each jurisdiction where the issuer was a reporting issuer.

For a corporation, sufficient evidence includes a copy of the certificate and articles of dissolution.

For a limited partnership, sufficient evidence typically includes:

• a copy of the declaration of dissolution or similar document filed under applicable limited partnership legislation, and

• a written representation from the general partner about the effective date of dissolution under applicable limited partnership legislation.

For a trust, sufficient evidence typically includes:

• a copy of the resolution authorizing the termination of the trust,

• a report on voting results indicating that the resolution was passed,

• a written representation that the trust no longer exists (it is sufficient if this representation is provided by filing counsel or former trustees or officers),

• a copy of the change in corporate structure notice filed under section 4.9 of National Instrument 51-102 Continuous Disclosure Obligations, and

• evidence such as a copy of a news release or written submission from filing counsel that the trust has no securities outstanding and none listed on an exchange.

If an issuer has commenced dissolution proceedings but still exists, it will remain a reporting issuer in the absence of a decisionthat it is not a reporting issuer.

Questions

Please refer your questions to any of the following people:

Leslie Rose Senior Legal Counsel, Corporate Finance British Columbia Securities Commission 604-899-6654 or 1-800-373-6393 (toll free in Canada) [email protected]

Carina Kwan Legal Counsel, Investment Funds Ontario Securities Commission 416-593-8052 [email protected]


July 26, 2012 (2012) 35 OSCB 6798

Ian Kerr Senior Legal Counsel Alberta Securities Commission 403-297-4225 [email protected]

Edvie Élysée Analyste Autorité des marchés financiers 514-395-0337 ext. 4416 [email protected]

Ola Ben-Ajayi Legal Counsel, Securities Division Saskatchewan Financial Services Commission 306-798-3381 [email protected]

Sylvie Lalonde Directrice de la réglementation Autorité des marchés financiers 514-395-0337 ext. 4461 [email protected]

Chris Besko Deputy Director, Legal Counsel The Manitoba Securities Commission 204-945-2561 [email protected]

Susan Powell Senior Legal Counsel New Brunswick Securities Commission 506-643-7697 [email protected]

Michael Bennett Senior Legal Counsel, Corporate Finance Ontario Securities Commission 416-593-8079 [email protected]

Shirley Lee Director, Policy and Market Regulation Nova Scotia Securities Commission 902-424-5441 [email protected]

July 26, 2012


July 26, 2012 (2012) 35 OSCB 6799

Schedule 1

Example of an Application Letter under the Simplified Procedure

[Enter date]

[List name of the principal regulator and each non-principal regulator]

Dear Sirs/Mesdames:

Re: [Enter name of applicant] (the Applicant) - application for a decision under the securities legislation of [list the jurisdictions] (the Jurisdictions) that the Applicant is not a reporting issuer

We are applying to the [identify principal regulator] as principal regulator [on behalf of the Applicant] for a decision under the securities legislation (the Legislation) of the Jurisdictions that the Applicant is not a reporting issuer.

In this application, “securityholder” means, for a security, the beneficial owner of the security.

Under the simplified procedure in CSA Staff Notice 12-307, the Applicant represents that:

• the outstanding securities of the Applicant, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide;

• no securities of the Applicant, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;

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

• the Applicant is not in default of any of its obligations under the Legislation as a reporting issuer.

[Enter name of Applicant] [Signature of the person who has signing authority]


July 26, 2012 (2012) 35 OSCB 6800

Example of a Decision Document under the Simplified Procedure

[Enter date]

[Enter name and address of Applicant]

Dear Sirs/Mesdames:

Re: [Enter name of applicant] (the Applicant) – application for a decision under the securities legislation of [list the jurisdictions] (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 areporting issuer.

In this decision, “securityholder” means, for a security, the beneficial owner of the security.

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 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide;

(b) no securities of the Applicant, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;

(c) the Applicant is applying for a decision that it is not a reporting issuer in all of the jurisdictions of 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.

[If the principal regulator is Ontario, insert:]

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.

OR

[If the principal regulator is Saskatchewan or New Brunswick, insert:]

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 to be a reporting issuer.

OR

[If the principal regulator is Alberta or Nova Scotia, insert:]

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 deemed to have ceased to be a reporting issuer [if a decision is also sought in Quebec, add:] and that the Applicant’s status as a reporting issuer is revoked.

OR

[If the principal regulator is Manitoba, insert:]

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 makes an order declaring that the Applicant has ceased to be a reporting issuer [if a decision is also sought in Quebec, add:] and revoking the Applicant’s status as a reporting issuer.

OR


July 26, 2012 (2012) 35 OSCB 6801

[If principal regulator is Quebec, insert:]

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’s status as a reporting issuer is revoked.

_________________________________ (Name of signatory for the principal regulator)

_________________________________ (Title)

_________________________________ (Name of principal regulator)


July 26, 2012 (2012) 35 OSCB 6802

1.1.3 OSC Staff Notice 12-703 – Applications for a Decision that an Issuer is not a Reporting Issuer

OSC Staff Notice 12-703 Applications for a Decision that an Issuer

is not a Reporting Issuer (Revised July 26, 2012)

Purpose

This Notice provides information and guidance on applications that may be made under subclause 1(10)(a)(ii) of the Securities Act (Ontario)(the Act) for an order that an issuer is not a reporting issuer (a decision).

This Notice applies to an issuer that only requires a decision in Ontario. If a decision is required in more than one jurisdiction of Canada, please see the guidance in CSA Staff Notice 12-307 Applications for a Decision that an Issuer is not a Reporting Issuer.

Among other things, this Notice covers:

• how an issuer can apply for a decision under a simplified procedure if it meets certain conditions,

• how an issuer can apply for a decision if it is not eligible to use the simplified procedure,

• how a foreign issuer with a small securityholder presence in Canada can apply for a decision, and

• the procedure for dissolved issuers.

In this Notice, “securityholder” means, for a security, the beneficial owner of the security.

The Simplified Procedure

The Ontario Securities Commission (the Commission) has adopted a simplified procedure for certain applications under subclause 1(10)(a)(ii) of the Act in which an issuer is seeking a decision that it is not a reporting issuer. Pursuant to an assignment of certain of the Commission’s powers that was made under subsection 6(3) of the Act, a decision under the simplified procedure can be made by the Director under the Act. The Director does not have the power to grant relief to a reporting issuer that does not meet the conditions for the simplified procedure (only the Commission may grant relief to such areporting issuer).

The simplified procedure is available to a reporting issuer:

• whose outstanding securities, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in Ontario and fewer than 51 securityholders in total worldwide,

• whose securities, including debt securities, are not traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported,

• that is not in default of any of its obligations as a reporting issuer, and

• that will not be a reporting issuer in any jurisdiction of Canada immediately following the director making a decision that the issuer is not a reporting issuer.

A reporting issuer may request a decision under the simplified procedure by submitting, a draft decision document and a letter induplicate prepared by or on behalf of the issuer that:

• states that the issuer is seeking a decision of the Director that it is not a reporting issuer,

• references the simplified procedure in this Notice, and


July 26, 2012 (2012) 35 OSCB 6803

• includes representations that the applicant meets each of the criteria set out in the simplified procedure in this Notice.

Schedule 1 includes a sample application letter and form of decision document. In some cases, staff may request additional information from the reporting issuer. The reporting issuer should make its application in paper and electronic format to:

Ontario Securities Commission 20 Queen Street West Suite 1903, Box 55 Toronto, ON M5H 3S8

Attention: Applications Administrator

The issuer should provide an electronic copy of the application letter and form of decision document by email to: [email protected]. The application should be accompanied by the signed verification statement referred to in section D(e) of OSC Policy 2.1 Applications to the Ontario Securities Commission. If confidentiality is requested, the application should comply with section C.2 of OSC Policy 2.1.

What to do when the simplified procedure in this Notice is not available

If an issuer cannot meet all of the simplified procedure criteria in this Notice, the issuer should submit an application under the standard procedure for an application under OSC Policy 2.1 using a more detailed application letter and form of decision document.

Going-private transactions

Where the issuer is in the process of completing a going-private transaction following which it will want to stop being a reportingissuer, the issuer may apply for relief using the simplified procedure in this Notice prior to completing the transaction. TheDirector cannot make a decision until the transaction is complete and the issuer can represent that it has satisfied all the criteria for the simplified procedure.

Successor reporting issuers

In circumstances where an issuer has exchanged its securities with another party (or that party’s securityholders) in connectionwith a statutory arrangement or procedure, the issuer should consider whether any other party in the transaction will or has become a reporting issuer following the exchange. If so, the issuer should disclose the name of that party in its application tostop being a reporting issuer and provide a brief summary of the statutory arrangement or procedure and the parties involved.

Issuers subject to the Business Corporations Act (Ontario)

The Business Corporations Act (Ontario)(the OBCA):

• contains certain provisions that apply to reporting issuers that were incorporated, continued or amalgamated under the OBCA (the OBCA refers to these reporting issuers as “offering corporations”), and

• provides, in subsection 1(6), that if an offering corporation no longer wants those provisions to apply to it, it must obtain an order from the Commission deeming it to have ceased to be offering its securities to the public.

If an offering corporation requires an order under subsection 1(6) of the OBCA, it must make a separate application to the Commission. A decision obtained under the simplified procedure in this Notice or other application under subclause 1(10)(a)(ii)of the Act is only for the purposes of securities legislation.

Foreign issuers

Foreign-incorporated issuers often seek decisions that they are not reporting issuers under applicable securities legislation when they have a declining numbers of securityholders in Canada. In general, these issuers do not meet the criteria for the simplifiedprocedure in this Notice because they typically have many beneficial securityholders in jurisdictions in Canada, and their securities are listed on one or more exchanges outside of Canada. For guidance on how such a foreign issuer can obtain a decision that the issuer is not a reporting issuer, please see the guidance under the heading “Foreign issuers” in CSA Staff Notice 12-307.


July 26, 2012 (2012) 35 OSCB 6804

Reporting issuer that has been dissolved or terminated

A reporting issuer does not need to apply for a decision that it is not a reporting issuer if it is:

• a corporation that was dissolved under applicable corporate legislation,

• a limited partnership that was dissolved under applicable limited partnership legislation,

• a trust that was terminated under its declaration of trust, or

• another form of business organization that was dissolved or terminated under its applicable governing legislation or constating or establishing document.

In each case, it will be sufficient if an agent files evidence of the dissolution or termination with the Commission.

For a corporation, sufficient evidence includes a copy of the certificate and articles of dissolution.

For a limited partnership, sufficient evidence typically includes:

• a copy of the declaration of dissolution or similar document filed under applicable limited partnership legislation, and

• a written representation from the general partner about the effective date of dissolution under applicable limited partnership legislation.

For a trust, sufficient evidence typically includes:

• a copy of the resolution authorizing the termination of the trust,

• a report on voting results indicating that the resolution was passed,

• a written representation that the trust no longer exists (it is sufficient if this representation is provided by filing counsel or former trustees or officers),

• a copy of the change in corporate structure notice filed under section 4.9 of National Instrument 51-102 Continuous Disclosure Obligations, and

• evidence such as a copy of a news release or written submission from filing counsel that the trust has no securities outstanding and none listed on an exchange.

If an issuer has commenced dissolution proceedings but still exists, it will remain a reporting issuer in the absence of a decisionthat it is not a reporting issuer.

Questions

Please refer your questions to any of the following people:

Michael Bennett Senior Legal Counsel, Corporate Finance Ontario Securities Commission 416-593-8079 [email protected]

Carina Kwan Legal Counsel, Investment Funds Ontario Securities Commission 416-593-8052 [email protected]

July 26, 2012


July 26, 2012 (2012) 35 OSCB 6805

Schedule 1

Example of an Application Letter under the Simplified Procedure

[Enter date]

Ontario Securities Commission 20 Queen Street West Suite 1903, Box 55 Toronto, ON M5H 3S8

Attention: Applications Administrator

Dear Sirs/Mesdames:

Re: [Enter name of applicant] (the Applicant) – application for an order under subclause 1(10)(a)(ii) of the Securities Act (Ontario)(the Act) that the Applicant is not a reporting issuer

We are applying to the Ontario Securities Commission [on behalf of the Applicant] for an order under subclause 1(10)(a)(ii) of the Act that the Applicant is not a reporting issuer.

In this application, “securityholder” means, for a security, the beneficial owner of the security.

Under the simplified procedure in OSC Staff Notice 12-703, the Applicant represents that:

• the outstanding securities of the Applicant, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in Ontario and fewer than 51 securityholders in total worldwide;

• no securities of the Applicant, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;

• the Applicant is not in default of any of its obligations under the Act as a reporting issuer; and

• the Applicant will not be a reporting issuer in any jurisdiction in Canada immediately following the Director granting the relief requested.

[Enter name of Applicant] [Signature of the person who has signing authority]


July 26, 2012 (2012) 35 OSCB 6806

Example of a Decision Document under the Simplified Procedure

[Enter date]

[Enter name and address of Applicant]

Dear Sirs/Mesdames:

Re: [Enter name of applicant] (the Applicant) – application for an order under subclause 1(10)(a)(ii) of the Securities Act (Ontario)(the Act) that the Applicant is not a reporting issuer

The Applicant has applied to the Ontario Securities Commission for an order under subclause 1(10)(a)(ii) of the Act that the Applicant is not a reporting issuer.

In this order, “securityholder” means, for a security, the beneficial owner of the security.

The Applicant has represented to the Commission that:

(a) the outstanding securities of the Applicant, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in Ontario and fewer than 51 securityholders in total worldwide;

(b) no securities of the Applicant, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;

(c) the Applicant is not in default of any of its obligations under the Legislation as a reporting issuer; and

(d) the Applicant will not be a reporting issuer in any jurisdiction of Canada immediately following the Director granting the relief requested.

The Director is satisfied that it would not be prejudicial to the public interest to grant the requested relief and orders that the Applicant is not a reporting issuer.

_________________________________ [Name of signatory] [Title]Ontario Securities Commission


July 26, 2012 (2012) 35 OSCB 6807

1.1.4 Notice of Correction – DirectCash Payments Inc.

An incorrect date was published for this decision, published on July 19. 2012 at (2012), 35 OSCB 6675.

The date read "June 11, 2012", and should have read "July 11, 2012".

1.2 Notices of Hearing

1.2.1 New Found Freedom Financial et al. – ss. 127, 127.1

IN THE MATTER OF THE SECURITIES ACT,

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

AND

IN THE MATTER OF NEW FOUND FREEDOM FINANCIAL,

RON DEONARINE SINGH, WAYNE GERARD MARTINEZ,

PAULINE LEVY, DAVID WHIDDEN, PAUL SWABY AND ZOMPAS CONSULTING

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 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, commencing on July 26, 2012 at 3:00 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 July 23, 2012 between Staff of the Commission and Paul Swaby and Zompas Consulting;

BY REASON OF the allegations set out in the Statement of Allegations dated November 1, 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 proceeding.

DATED at Toronto this 24th day of July, 2012.

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


July 26, 2012 (2012) 35 OSCB 6808

1.3 News Releases

1.3.1 Canadian Securities Regulators Announce Results of Continuous Disclosure Reviews for Fiscal 2012

FOR IMMEDIATE RELEASE July 19, 2012

CANADIAN SECURITIES REGULATORS ANNOUNCE RESULTS OF CONTINUOUS DISCLOSURE REVIEWS FOR FISCAL 2012

The Canadian Securities Administrators (CSA) today published Staff Notice 51-337 Continuous Disclosure Review Program Activities for the fiscal year ended March 31, 2012, which summarizes the results of the CSA’s continuous disclosure (CD) review program.

The Notice includes detailed examples of common deficiencies the CSA identified during its review of financial statements, Management’s Discussion and Analysis (MD&A) and other regulatory disclosures, and provides reporting issuers with practical guidance and suggestions for improving their disclosure.

“Continuous disclosure is paramount to an efficient Canadian capital market, and ensuring information is timely, reliable and relevant is fundamental for maintaining investor confidence,” said Bill Rice, Chair of the CSA and Chair and CEO of the AlbertaSecurities Commission.

CSA members completed 1,248 CD reviews in fiscal 2012, compared to 1,351 in fiscal 2011. The number of full reviews (453) conducted in fiscal 2012 increased by four per cent from the previous year, while the number of issue-oriented reviews (795) decreased by 13 per cent. The decrease was the result of the CSA concentrating its resources on conducting full reviews and focusing on International Financial Reporting Standards (IFRS) issue-oriented reviews that were more complex and comprehensive than those completed in fiscal 2011.

The results of this year’s reviews are as follows:

• Two per cent of issuers were cease-traded, placed on a default list or referred to Enforcement;

• Nine per cent of the reviews resulted in reporting issuers being alerted to specific areas where disclosure enhancements should be considered, as part of the CSA’s effort to educate issuers;

• 17 per cent of the reviews resulted in reporting issuers being required to amend or re-file certain CD documents;

• 28 per cent of the reviews resulted in “prospective changes”, requiring reporting issuers to make enhancements to their disclosure in future filings; and

• 44 per cent of issuers were not required to make any changes or additional filings.

Excluding investment funds and issuers that have been cease-traded, there are approximately 4,200 active reporting issuers in Canada. These issuers are subject to regular full and issue-oriented reviews as part of the ongoing CSA CD review program.

CSA Staff Notice 51-337 is available on various CSA members’ websites.

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

For more information:

Sylvain Théberge Mark Dickey Autorité des marchés financiers Alberta Securities Commission 514-940-2176 403-297-4481

Richard Gilhooley Carolyn Shaw-Rimmington British Columbia Securities Commission Ontario Securities Commission 604-899-6713 416-593-2361

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


July 26, 2012 (2012) 35 OSCB 6809

Tanya Wiltshire Janice Callbeck Nova Scotia Securities Commission PEI Securities Office 902-424-8586 Office of the Attorney General 902-368-6288

Doug Connolly Helena Hrubesova Financial Services Regulation Div. Yukon Securities Office Newfoundland and Labrador 867-667-5466 709-729-2594

Louis Arki Donn MacDougall Nunavut Securities Office Northwest Territories 867-975-6587 Securities Office 867-920-8984


July 26, 2012 (2012) 35 OSCB 6810

1.3.2 OSC Panel Releases Decision Regarding Shaun Gerard McErlean and Securus Capital Inc. Related to Breaches of the Ontario Securities Act


OSC PANEL RELEASES DECISION REGARDING SHAUN GERARD MCERLEAN AND

SECURUS CAPITAL INC. RELATED TO BREACHES OF

THE ONTARIO SECURITIES ACT

TORONTO – In a decision released on July 19, 2012, an Ontario Securities Commission (OSC) panel found that Shaun Gerard McErlean (McErlean) and Securus Capital Inc. (Securus) breached the Ontario Securities Act in connection with raising approximately $14 million from eight offshore investors.

In its decision, the Panel found that McErlean and Securus breached the Securities Act by committing a fraud upon investors, trading securities without being registered, trading securities without filing a prospectus with the Commission and advising respecting securities without being registered.

The Panel held that Mr. McErlean represented to all investors that their money would be segregated in a separate account and would be used as collateral for investments in guaranteed, high-return trading. None of the money from the investors was used for that purpose. None of the money was kept separate and apart from the Securus bank account as was represented to investors.

The Panel found that steps were taken by Mr. McErlean, through the use of screen shots and false bank account numbers, to deceive investors into thinking their funds were separate and secure. All the investors funds were used by Mr. McErlean to pay personal expenses, to repay previous investors and to invest in private companies in which he or his family members had a financial interest. Ultimately the Panel found that Mr. McErlean's dishonest acts caused investors' funds to be placed at risk or lost entirely.

The Panel ordered the parties to appear before the panel on August 13, 2012 to set a date for a hearing with respect to sanctions and costs.

The mandate of the OSC is to provide protection to investors from unfair, improper or fraudulent practices and to foster fair and efficient capital markets and confidence in capital markets. Cease trade orders prohibit individuals or companies from trading in securities. Investors are urged to check the registration of any person or company offering an investment opportunity and to review the OSC investor materials available at www.osc.gov.on.ca.

For Media Inquiries: [email protected]

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

Dylan Rae Media Relations Specialist 416-595-8934

Follow us on Twitter: OSC_News

For Investor Inquiries:

OSC Contact Centre416-593-8314 1-877-785-1555 (Toll Free)


July 26, 2012 (2012) 35 OSCB 6811

1.4 Notices from the Office of the Secretary

1.4.1 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 Commission issued an Order in the above named matter.

A copy of the Order dated July 18, 2012 is available at www.osc.gov.on.ca.

OFFICE OF THE SECRETARY JOHN P. STEVENSON SECRETARY

For media inquiries: [email protected]



For investor inquiries:

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

1.4.2 Energy Syndications Inc. et al.




AND

IN THE MATTER OF ENERGY SYNDICATIONS INC., GREEN SYNDICATIONS INC.,

SYNDICATIONS CANADA INC., DANIEL STRUMOS, MICHAEL BAUM

AND DOUGLAS WILLIAM CHADDOCK

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 August 21, 2012 at 10:00 a.m.

The pre-hearing conference will be in camera.









July 26, 2012 (2012) 35 OSCB 6812

1.4.3 Energy Syndications Inc. et al.




AND


SYNDICATIONS CANADA INC., LAND SYNDICATIONS INC. AND

DOUGLAS CHADDOCK

TORONTO – The Commission issued an Order in the above named matter which provides that:

1. The Temporary Order is extended until August 22, 2012 or until further order of the Commission;

2. The extension of the Temporary Order does not prohibit Green from engaging in the sale of goods provided that any sales agreement does not constitute an investment contract, as defined by Ontario securities law; and

3. The extension of the Temporary Order shall not affect the right of any respondent to apply to the Commission under section 144 of the Act to revoke or vary this order upon five days written notice to Staff of the Commission;

The hearing of this matter is adjourned to August 21, 2012 at 10:30 a.m. or on such other date or time as provided by the Secretary’s Office and agreed to by the parties.

A copy of the Order dated July 18, 2012 is available atwww.osc.gov.on.ca.








July 26, 2012 (2012) 35 OSCB 6813

1.4.4 Shaun Gerard McErlean and Securus Capital Inc.




AND

IN THE MATTER OF SHAUN GERARD MCERLEAN AND

SECURUS CAPITAL INC.

TORONTO – Following the hearing on the merits in the above noted matter, the Commission released its Reasons and Decision.

The Commission issued an Order which provides that Staff and Shaun Gerard McErlean attend before the Commission on August 13, 2012 at 2:00 p.m. for the purpose of scheduling a hearing with respect to sanctions and costs, which shall take place within 60 days of the Order.

A copy of the Reasons and Decision dated July 19, 2012 and the Order dated July 19, 2012 are available at www.osc.gov.on.ca.







1.4.5 Peter Sbaraglia




AND

IN THE MATTER OF PETER SBARAGLIA

TORONTO – The Commission issued an Order in the above named matter which provides that (1) the hearing on the merits scheduled to commence on October 22, 2012 will commence on March 18, 2013, on a peremptory basis with respect to Sbaraglia, and shall continue until April 5, 2013, inclusive, with the exception of March 26 and 29, 2013, and further continue on April 24 and 25, 2013; and (2) a pre-hearing conference will be held on November 7, 2012, at 9:00 a.m.

The pre-hearing conference will be held in camera.









July 26, 2012 (2012) 35 OSCB 6814

1.4.6 New Found Freedom Financial et al.




AND

IN THE MATTER OF NEW FOUND FREEDOM FINANCIAL,

RON DEONARINE SINGH, WAYNE GERARD MARTINEZ,

PAULINE LEVY, DAVID WHIDDEN, PAUL SWABY AND ZOMPAS CONSULTING

AND

IN THE MATTER OF A SETTLEMENT AGREEMENT BETWEEN STAFF OF

THE ONTARIO SECURITIES COMMISSION AND PAUL SWABY AND ZOMPAS CONSULTING

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 Paul Swaby and Zompas Consulting. The hearing will be held on July 26, 2012 at 3:00 p.m. on the 17th floor of the Commission's offices located at 20 Queen Street West, Toronto.

A copy of the Notice of Hearing dated July 24, 2012 is available at www.osc.gov.on.ca.







July 26, 2012 (2012) 35 OSCB 6815

Chapter 2

Decisions, Orders and Rulings

2.1 Decisions

2.1.1 Caldwell Investment Management Ltd. et al.

Headnote

Under paragraph 4.1(1)(b) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations a registered firm must not permit an individual to act as a dealing, advising or associate advising representative of the registered firm if the individual is registered as a dealing, advising or associate advising representative of another registered firm – James Telfser will be subject to supervision by, and the applicable compliance requirements of, CSL and CIM – policies in place to handle potential conflicts of interest – clients advised of relationship between affiliated firms – Filers exempted from prohibition.

Applicable Legislative Provisions

National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 4.1, 15.1.

July 16, 2012

IN THE MATTER OF THE SECURITIES LEGISLATION OF

ONTARIO (the Jurisdiction)

AND

IN THE MATTER OF CALDWELL INVESTMENT MANAGEMENT LTD. (CIM)

AND CALDWELL SECURITIES LTD. (CSL)

AND JAMES TELFSER

(the Filers)

DECISION

Background

The regulator in the Jurisdiction (the Decision Maker) has received an application from the Filers for a decision under the securities legislation of the regulator (the Legislation)for relief from the requirement under paragraph 4.1(1)(b) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103) to permit James Telfser to be registered as both an associate advising representative of CIM and as a dealing representative of CSL (the Dual Registration) (the Requested Relief).

Interpretation

Terms defined in National Instrument 14-101 Definitionsand Multilateral Instrument 11-102 Passport System have the same meaning in this decision unless otherwise defined.

Representations

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

1. CSL is registered under NI 31-103 in Ontario, British Columbia, Alberta, Saskatchewan, Mani-toba, Nova Scotia, New Brunswick, Newfoundland and Prince Edward Island as an investment dealer, is a member of Investment Industry Regulatory Organization of Canada (IIROC) and has its head office in Ontario.

2. CIM is registered under NI 31-103 in Ontario, British Columbia, Alberta, and Saskatchewan as an adviser in the category of portfolio manager and has its head office in Ontario. CSL and CIM are both wholly owned subsidiaries of Caldwell Financial Ltd.

3. CSL and CIM are not in default of any requirements of securities legislation in any jurisdiction of Canada.

4. James Telfser is currently registered as an associate advising representative in Ontario with CIM and has been performing research analyst and portfolio management duties at CIM.

5. CIM’s main business is the provision of discretionary portfolio management services to high net worth retail and institutional clients. CSL’s main business is the provision of investment advice to retail clients and stock brokerage services to both institutional and retail clients.

6. There are currently individuals who are dually registered as advising, associate advising and/or dealing representatives of both CIM and CSL, each of whom obtained dual registration before paragraph 4.1(1)(b) of NI 31-103 came into force. CSL and CIM have represented that these employees have been able to serve clients of both firms satisfactorily and that there is no reason to believe that Mr. Telfser cannot perform to the same standard as these other dually registered employees of the firms.

7. CIM and CSL are both wholly-owned subsidiaries of Caldwell Financial Ltd. and, accordingly, the


July 26, 2012 (2012) 35 OSCB 6816

Dual Registration will not give rise to the conflicts of interest present in a similar arrangement involving unrelated, arm’s length firms. The interests of CIM and CSL are aligned and therefore the potential for conflicts of interest is remote.

8. There are a number of potential clients of CSL that have expressed strong interest in specifically engaging Mr. Telfser’s services through CSL. Furthermore, CIM offers a variety of model portfolios to its clients. Mr. Telfser is involved in the management of some of these model portfolios and the proposed dual registration would allow Mr. Telfser to make these model portfolios available to the clients of CSL.

8. The Filers have in place policies and procedures to address conflicts of interest that may arise as a result of the Dual Registration, and believe that they will be able to appropriately deal with these conflicts.

9. The Dual Registration will be disclosed to clients of CIM and CAIC.

10. In the absence of the Requested Relief, James Telfser would be prohibited under paragraph 4.1(1)(b) of NI 31-103 from acting as a dealing representative of CSL while also registered as an associate advising representative of CIM, even though CSL is an affiliate of CIM.

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.

“Marrianne Bridge” Deputy Director, Compliance and Registrant Regulation Ontario Securities Commission


July 26, 2012 (2012) 35 OSCB 6817

2.1.2 Value Partners Investments Inc.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – Relief granted from the SecuritiesAct to permit dealers to send or deliver the Fund Facts instead of the simplified prospectus to satisfy current prospectus delivery requirements subject to conditions – the right of withdrawal and right of rescission under securities legislation apply to the sending and delivery of the Fund Facts – sunset clause on relief – terms and conditions consistent with CSA Staff Notice 81-321Early Use of the Fund Facts to Satisfy Prospectus Delivery Requirements.


Securities Act, R.S.O. 1990, c. S. 5, as am., ss. 71, 147.

September 16, 2011


MANITOBA AND ONTARIO

AND

IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF VALUE PARTNERS INVESTMENTS INC.

(the Filer)

AND

IN THE MATTER OF THE REPRESENTATIVE DEALER

(as defined below)

DECISION

Background

The securities regulatory authority or regulator in each of Manitoba and Ontario (Decision Maker) has received an application from the Filer for a decision under the securities legislation of Manitoba and Ontario (Legislation) for exemptive relief to permit a Dealer (as defined below), including the Representative Dealer (as defined below), to send or deliver the most recently filedfund facts document (Fund Facts) to satisfy the requirement contained in the Legislation that obligates a Dealer to send or deliver, within a specified time period and in a specified manner, the prospectus, and any amendment to the prospectus (Delivery Requirement), in respect of an order or subscription to purchase securities of a Fund (as defined below) (the Exemption Sought).

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

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

(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 British Columbia, Alberta, Saskatchewan, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador (together with Ontario and Manitoba, the Jurisdictions); and

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


July 26, 2012 (2012) 35 OSCB 6818

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.

Rights of Withdrawal means the right, given to a purchaser under the Legislation, to withdraw from a purchase order for a security of a mutual fund if the dealer from which the purchaser purchases the security receives written notice evidencing the intention of the purchaser not to be bound by the purchase order within two days of receipt of the latest prospectus sent or delivered in compliance with the Delivery Requirement.

Rights of Rescission means the right of action, under the Legislation, for rescission or damages against a dealer, for failure of the dealer to send or deliver the prospectus to a purchaser of a security to whom a prospectus was required to be sent or delivered, but was not sent or delivered in compliance with the Delivery Requirement.

Representations

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

1. The Filer applied for registration as an investment fund manager in Manitoba by letter dated September 28, 2010.

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

3. Each of the existing mutual funds managed by the Filer to which the Exemption Sought relates is offered for sale on a continuous basis in the Jurisdictions (each, a Current Fund). Any future mutual funds managed by the Filer to which the Exemption Sought will relate (each, a Future Fund) will be offered for sale on a continuous basis in one or more of the provinces and territories of Canada. Each Current Fund and each Future Fund are hereinafter referred to individually as a Fund and collectively as the Funds.

4. Each Fund is, or will be, offered for sale pursuant to a simplified prospectus governed by National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101) (each, a Prospectus).

5. Each Fund is, or will be, a reporting issuer in one or more of the provinces or territories of Canada.

6. Securities of the Current Funds may be purchased through BMO Nesbitt Burns Inc. (the Representative Dealer).

7. Securities of the Funds are, or will be, distributed through dealers which may or may not be affiliated with the Filer (individually, each dealer that distributes securities of a Fund or the Representative Dealer is a Dealer and collectively, the Dealers).

8. Each Dealer is, or will be, registered as a dealer in one or more of the provinces or territories of Canada. Most of the Dealers are, or will be, members of either the Investment Industry Regulatory Organization of Canada or the Mutual Fund Dealers Association of Canada and, in Québec, members of the Chambre de la sécurité financière, or their successors.

9. The Filer and the Funds are not in default of securities legislation in any of the Jurisdictions.

10. Pursuant to the Legislation, each Dealer has an obligation to send or deliver the Prospectus to a purchaser of a security of a Fund within two days of their purchase of the security.

11. Pursuant to the Canadian Securities Administrators’ (the CSA) point of sale disclosure project for mutual funds (the Project), the CSA has determined that it is desirable to create a summary disclosure document called the Fund Facts.

12. CSA Staff Notice 81-319 Status Report on the Implementation of Point of Sale Disclosure for Mutual Funds, outlines the CSA’s decision to implement the point of sale disclosure framework in stages.

13. Stage 1 of the Project became effective on January 1, 2011 by amending NI 81-101 and related instruments mandating a mutual fund to prepare and file a Fund Facts on the System for Electronic Document Analysis and Retrieval (SEDAR)for each relevant class or series of the mutual fund, and having the Fund Facts posted to the mutual fund’s or its manager’s website and delivered to any person upon request, at no cost.

14. Stage 2 of the Project proposes to allow delivery of the Fund Facts to satisfy the current requirement under the Legislation to send or deliver a prospectus within two days of purchasing a mutual fund.


July 26, 2012 (2012) 35 OSCB 6819

15. The Filer has determined that it would be desirable to apply for relief consistent with the proposed requirements in Stage 2 of the Project prior to the implementation of the Stage 2 amendments and, accordingly, requires an exemption to satisfy the Delivery Requirement, as contemplated by CSA Staff Notice 81-321 Early Use of Fund Facts to Satisfy Prospectus Delivery Requirements.

16. Investors will be able to request a copy of the Prospectus, at no cost, by contacting the Filer or applicable Dealer and will continue to be able to access the Prospectus on the SEDAR website and on the website of the Filer or the Fund (as applicable).

Decision

Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.

The decision of the Decision Makers under the Legislation is that the Exemption Sought is granted provided that:

1. Prior to providing the Fund Facts to a Dealer to send or deliver in lieu of the Prospectus, the Filer:

(a) files a Fund Facts for the applicable class or series of securities of the Fund in accordance with the requirements of NI 81-101 and in the format prescribed by Form 81-101F3 Contents of Fund Facts Document;

(b) discloses in the Fund Facts for a specific class or series

(i) if management fees, administration fees and/or other fees are payable directly by investors to the Filer in respect of holding securities of that class or series of the mutual fund, the existence of such fees and, in any Fund Facts filed after the date of this decision and no later than the next renewal of the Prospectus for such class or series, the maximum management fees, administration fees and/or other fees that may be charged by the Filer to the investor; and

(ii) any requirement for an investor to participate in a fee-based arrangement with their dealer in order to be eligible to purchase the particular class or series of the mutual fund; and

(c) renews or amends the Prospectus that offers such class or series of the Fund to specify under Item 3 of Part A of Form 81-101F1 Contents of Simplified Prospectus that the Fund Facts is incorporated by reference into the Prospectus.

2. A Fund Facts that is being sent or delivered will not be attached to, or bound with another Fund Facts unless each Fund Facts:

(a) relates to securities of a Fund that have been purchased by the investor; and

(b) is being sent or delivered pursuant to this decision.

3. The Filer, and any Dealer relying on the ability to send or deliver Fund Facts in lieu of the Prospectus for Funds managed by the Filer, grants to an investor purchasing the securities of a Fund a right equivalent to the Rights of Withdrawal upon the sending or delivery of the Fund Facts. The Rights of Withdrawal and the Rights of Rescission will no longer apply if the Fund Facts is sent or delivered to an investor in accordance with the time period and in the manner specified for the Prospectus under the Delivery Requirement.

4. Prior to a Dealer relying on the ability to send or deliver Fund Facts in lieu of the Prospectus for Funds managed by the Filer, the Filer or an agent of the Filer provides to the Dealer:

(a) a copy of this decision;

(b) a disclosure statement informing the Dealer of the implications of this decision; and

(c) an acknowledgment of the matters referred to in paragraph 5 below (the Acknowledgment), to be signed and returned by the Dealer to the Filer or its agent.

5. Prior to a Dealer relying on the ability to send or deliver Fund Facts in lieu of the Prospectus for Funds managed by the Filer, the Dealer returns the Acknowledgement to the Filer or an agent of the Filer:

(a) acknowledging receipt of a copy of this decision;


July 26, 2012 (2012) 35 OSCB 6820

(b) agreeing to send or deliver the Fund Facts to an investor in lieu of the Prospectus;

(c) confirming that the Dealer will provide a right equivalent to the Rights of Withdrawal attaching to the sending or delivery of the Fund Facts;

(d) acknowledging that, in the event a Fund Facts is not sent or delivered in accordance with this decision, a Prospectus must be sent or delivered and the Rights of Rescission will continue to apply to the failure to send or deliver the Prospectus;

(e) undertaking that the Dealer will only attach or bind one Fund Facts with another Fund Facts if both are being sent or delivered at the same time to an investor pursuant to this decision; and

(f) confirming that the Dealer has in place written policies and procedures to ensure that there is compliance with the conditions of the decision.

6. Investors in the Funds managed by the Filer receive notice in a document other than the Fund Facts, at or before the time they receive the Fund Facts, indicating that they will have equivalent rights and protections otherwise applicable under securities law in their jurisdiction for the sending or delivery of the Fund Facts, which includes wording substantially similar to the following:

The Fund Facts for the securities you purchase is being sent or delivered to you instead of the simplified prospectus. You will continue to have the equivalent rights and protections otherwise applicable under securities law as if you were sent or delivered the simplified prospectus. Depending on your province or territory, you may have the right to:

• withdraw from an agreement to buy securities of mutual funds within two business days after you receive a fund facts document, or

• cancel your purchase within 48 hours after you receive confirmation of the purchase.

For more information, see the securities law of your province or territory or ask a lawyer.

7. The Filer will cause the Funds managed by it to honour any request made by an investor to exercise a right equivalent to the Rights of Withdrawal in respect of an agreement to purchase securities of a Fund managed by the Filer that a Dealer fails to honour, provided such request is made in respect of a validly exercised right.

8. The Filer or its agent keeps records of the Dealers that have returned to the Filer or its agent signed copies of the Acknowledgement and, on a confidential basis, the Filer or its agent provides the principal regulator for its Funds on a quarterly basis beginning 60 days after the date upon which the Exemption Sought is first relied upon by the Filer and the Funds it manages, and upon request, at the discretion of the Filer, either (i) a current list of all such Dealers, or (ii) an update to the list of such Dealers or confirmation that there has been no change to such list.

9. The Exemption Sought terminates the earlier of (a) 6 months from any notice by the CSA that the Exemption Sought may no longer be relied upon; and (b) the coming into force of any legislation or rule relating to the sending or delivery of the Fund Facts to satisfy the Delivery Requirement.

“Chris Besko” Deputy Director – Legal The Manitoba Securities Commission


July 26, 2012 (2012) 35 OSCB 6821

2.1.3 I.G. Investment Management, Ltd.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – Relief granted from the SecuritiesAct to permit dealers to send or deliver the Fund Facts instead of the simplified prospectus to satisfy current prospectus delivery requirements subject to conditions – the right of withdrawal and right of rescission under securities legislation apply to the sending and delivery of the Fund Facts – sunset clause on relief – terms and conditions consistent with CSA Staff Notice 81-321Early Use of the Fund Facts to Satisfy Prospectus Delivery Requirements.


Securities Act, R.S.O. 1990, c. S.5, as am., ss. 71, 147.

September 16, 2011


MANITOBA AND ONTARIO

AND



AND

IN THE MATTER OF I.G. INVESTMENT MANAGEMENT, LTD.

(the Filer)

AND

IN THE MATTER OF THE REPRESENTATIVE DEALERS

(as defined below)

DECISION

Background

The securities regulatory authority or regulator in each of Manitoba and Ontario (Decision Maker) has received an application from the Filer for a decision under the securities legislation of Manitoba and Ontario (Legislation) for exemptive relief to permit a Dealer (as defined below), including the Representative Dealers (as defined below), to send or deliver the most recently filedfund facts document (Fund Facts) to satisfy the requirement contained in the Legislation that obligates a Dealer to send or deliver, within a specified time period and in a specified manner, the prospectus, and any amendment to the prospectus (Delivery Requirement), in respect of an order or subscription to purchase securities of a Fund (as defined below) (the Exemption Sought).


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

(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 British Columbia, Alberta, Saskatchewan, Québec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, the Northwest Territories, Nunavut and Yukon (together with Ontario and Manitoba, the Jurisdictions); and

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


July 26, 2012 (2012) 35 OSCB 6822

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.

Right of Withdrawal means the right, given to a purchaser under the Legislation, to withdraw from a purchase order for a security of a mutual fund if the dealer from which the purchaser purchases the security receives written notice evidencing the intention of the purchaser not to be bound by the purchase order within two days of receipt of the latest prospectus sent or delivered in compliance with the Delivery Requirement. In Québec, this right is called a right to rescind. Collectively, these rights are referred to as the Rights of Withdrawal.

Right of Rescission means the right of action, under the Legislation, for rescission or damages against a dealer, for failure of the dealer to send or deliver the prospectus to a purchaser of a security to whom a prospectus was required to be sent or delivered, but was not sent or delivered in compliance with the Delivery Requirement. In Québec, such a purchaser may apply to have the transaction rescinded or the price revised, at the purchaser's option, without prejudice to the purchaser's claim for damages. Collectively, these rights are referred to as the Rights of Rescission.

Representations


1. The Filer is registered as an investment fund manager in one or more of the Jurisdictions.

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

3. Each of the existing mutual funds managed by the Filer to which the Exemption Sought relates is offered for sale on a continuous basis in the Jurisdictions (each, a Current Fund). Any future mutual funds managed by the Filer to which the Exemption Sought will relate (each, a Future Fund) will be offered for sale on a continuous basis in one or more Jurisdictions. Each Current Fund and each Future Fund are hereinafter referred to individually as a Fund and collectively as the Funds.

4. Each Fund is, or will be, offered for sale pursuant to a simplified prospectus governed by National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101) (each, a Prospectus).

5. Each Fund is, or will be, a reporting issuer in one or more of the Jurisdictions.

6. Securities of the Current Funds are distributed only through Investors Group Financial Services Inc. and/or Investors Group Securities Inc. (the Representative Dealers).

7. Securities of the Future Funds will be distributed through dealers which may or may not be affiliated with the Filer (individually, each dealer that distributes securities of a Future Fund managed by the Filer or each Representative Dealer, is a Dealer and collectively, the Dealers).

8. Each Dealer is, or will be, registered as a dealer in one or more of the Jurisdictions. Most of the Dealers are, or will be,members of either the Investment Industry Regulatory Organization of Canada or the Mutual Fund Dealers Association of Canada and, in Québec, members of the Chambre de la sécurité financière, or their successors.

9. The Filer and the Funds are not in default of securities legislation in any of the Jurisdictions.

10. Pursuant to the Legislation, each Dealer has an obligation to send or deliver the Prospectus to a purchaser of a security of a Fund within two days of their purchase of the security.

11. Pursuant to the Canadian Securities Administrators’ (the CSA) point of sale disclosure project for mutual funds (the Project), the CSA has determined that it is desirable to create a summary disclosure document called the Fund Facts.

12. CSA Staff Notice 81-319 Status Report on the Implementation of Point of Sale Disclosure for Mutual Funds, outlines the CSA’s decision to implement the point of sale disclosure framework in stages.

13. Stage 1 of the Project became effective on January 1, 2011 by amending NI 81-101 and related instruments mandating a mutual fund to prepare and file a Fund Facts on the System for Electronic Document Analysis and Retrieval (SEDAR)for each relevant class or series of the mutual fund, and having the Fund Facts posted to the mutual fund’s or its manager’s website and delivered to any person upon request, at no cost.


July 26, 2012 (2012) 35 OSCB 6823

14. Stage 2 of the Project proposes to allow delivery of the Fund Facts to satisfy the current requirement under the Legislation to send or deliver a prospectus within two days of purchasing a mutual fund.

15. The Filer has determined that it would be desirable to apply for relief consistent with the proposed requirements in Stage 2 of the Project prior to the implementation of the Stage 2 amendments and, accordingly, requires an exemption to satisfy the Delivery Requirement, as contemplated by CSA Staff Notice 81-321 Early Use of Fund Facts to Satisfy Prospectus Delivery Requirements.

16. Investors will be able to request a copy of the Prospectus, at no cost, by contacting the Filer or applicable Dealer and will continue to be able to access the Prospectus on the SEDAR website and on the website of the Filer or the Fund (as applicable).

Decision



1. Prior to providing the Fund Facts to a Dealer to send or deliver in lieu of the Prospectus, the Filer:

(a) files a Fund Facts for the applicable class or series of securities of the Fund in accordance with the requirements of NI 81-101 and in the format prescribed by Form 81-101F3 Contents of Fund Facts Document;

(b) discloses in the Fund Facts for a specific class or series

(i) if management fees, administration fees and/or other fees are payable directly by investors to the Filer in respect of holding securities of that class or series of the mutual fund, the existence of such fees and, in any Fund Facts filed after the date of this decision and no later than the next renewal of the Prospectus for such class or series, the maximum management fees, administration fees and/or other fees that may be charged by the Filer to the investor; and

(ii) any requirement for an investor to participate in a fee-based arrangement with their dealer in order to be eligible to purchase the particular class or series of the mutual fund; and

(c) renews or amends the Prospectus that offers such class or series of the Fund to specify under Item 3 of Part A of Form 81-101F1 Contents of Simplified Prospectus that the Fund Facts is incorporated by reference into the Prospectus.

2. A Fund Facts that is being sent or delivered will not be attached to, or bound with another Fund Facts unless each Fund Facts:

(a) relates to securities of a Fund that have been purchased by the investor; and

(b) is being sent or delivered pursuant to this decision.

3. The Filer, and any Dealer relying on the ability to send or deliver Fund Facts in lieu of the Prospectus for Funds managed by the Filer, grants to an investor purchasing the securities of a Fund a right equivalent to the Rights of Withdrawal upon the sending or delivery of the Fund Facts. The Rights of Withdrawal and the Rights of Rescission will no longer apply if the Fund Facts is sent or delivered to an investor in accordance with the time period and in the manner specified for the Prospectus under the Delivery Requirement.

4. Prior to a Dealer relying on the ability to send or deliver Fund Facts in lieu of the Prospectus for Funds managed by the Filer, the Filer or an agent of the Filer provides to the Dealer:

(a) a copy of this decision;

(b) a disclosure statement informing the Dealer of the implications of this decision; and

(c) an acknowledgment of the matters referred to in paragraph 5 below (the Acknowledgment), to be signed and returned by the Dealer to the Filer or its agent.


July 26, 2012 (2012) 35 OSCB 6824

5. Prior to a Dealer relying on the ability to send or deliver Fund Facts in lieu of the Prospectus for Funds managed by the Filer, the Dealer returns the Acknowledgement to the Filer or an agent of the Filer:

(a) acknowledging receipt of a copy of this decision;

(b) agreeing to send or deliver the Fund Facts to an investor in lieu of the Prospectus;

(c) confirming that the Dealer will provide a right equivalent to the Rights of Withdrawal attaching to the sending or delivery of the Fund Facts;

(d) acknowledging that, in the event a Fund Facts is not sent or delivered in accordance with this decision, a Prospectus must be sent or delivered and the Rights of Rescission will continue to apply to the failure to send or deliver the Prospectus;

(e) undertaking that the Dealer will only attach or bind one Fund Facts with another Fund Facts if both are being sent or delivered at the same time to an investor pursuant to this decision; and

(f) confirming that the Dealer has in place written policies and procedures to ensure that there is compliance with the conditions of the decision.

6. Investors in the Funds managed by the Filer receive notice in a document other than the Fund Facts, at or before the time they receive the Fund Facts, indicating that they will have equivalent rights and protections otherwise applicable under securities law in their jurisdiction for the sending or delivery of the Fund Facts, which includes wording substantially similar to the following:

The Fund Facts for the securities you purchase is being sent or delivered to you instead of the simplified prospectus. You will continue to have the equivalent rights and protections otherwise applicable under securities law as if you were sent or delivered the simplified prospectus. Depending on your province or territory, you may have the right to:

• withdraw from an agreement to buy securities of mutual funds within two business days after you receive a fund facts document, or

• cancel your purchase within 48 hours after you receive confirmation of the purchase.

For more information, see the securities law of your province or territory or ask a lawyer.

7. The Filer will cause the Funds managed by it to honour any request made by an investor to exercise a right equivalent to the Rights of Withdrawal in respect of an agreement to purchase securities of a Fund managed by the Filer that a Dealer fails to honour, provided such request is made in respect of a validly exercised right.

8. The Filer or its agent keeps records of the Dealers that have returned to the Filer or its agent signed copies of the Acknowledgement and, on a confidential basis, the Filer or its agent provides the principal regulator for its Funds on a quarterly basis beginning 60 days after the date upon which the Exemption Sought is first relied upon by the Filer and the Funds it manages, and upon request, at the discretion of the Filer, either (i) a current list of all such Dealers, or (ii) an update to the list of such Dealers or confirmation that there has been no change to such list.

9. The Exemption Sought terminates the earlier of (a) 6 months from any notice by the CSA that the Exemption Sought may no longer be relied upon; and (b) the coming into force of any legislation or rule relating to the sending or delivery of the Fund Facts to satisfy the Delivery Requirement.

“Chris Besko” Deputy Director – Legal The Manitoba Securities Commission


July 26, 2012 (2012) 35 OSCB 6825

2.1.4 Maple Group Acquisition Corporation

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – Maple Group Acquisition Corporation (the Filer) applied for relief in connection with a take-over bid made by the Filer and proposed subsequent plan of arrangement to cause the Filer to acquire all the issued and outstanding common shares of TMX Group Inc. (TMX Group).

In particular, the Filer applied for relief from applicable legislative requirements to include:

• certain historical interim financial statements of Alpha Trading Systems Limited Partnership and Alpha Trading Systems Inc. (collectively, the Alpha Group),

• certain interim pro forma financial statements of the Filer giving effect to certain acquisitions involving TMX Group, Alpha Group and The Canadian Depository for Securities Limited (CDS), and

• certain management’s discussion and analysis in relation to historical financial statements of Alpha Group and CDS,

in an offer circular and notice relating to the take-over bid and a circular relating to the subsequent plan of arrangement.

The requested relief was granted since, among other things, the offer circular and notice relating to the take-over bid and thecircular relating to the subsequent plan of arrangement will contain or incorporate by reference significant financial information and qualitative information about Alpha Group and CDS. Furthermore, the Filer made representations on:

• the overall materiality of the transactions involving Alpha Group and CDS in comparison to the transaction involving TMX Group, and

• the information required for investors to make informed decisions regarding the take-over and subsequent plan of arrangement.


Form 41-101F1 Information Required in a Prospectus, Items 8, 32 and 35. National Instrument 51-102 Continuous Disclosure Obligations, s. 9.1. Form 51-102F5 Information Circular, Item 14.2. Form 62-504F1 Take-over Bid Circular, Item 19.

July 17, 2012



AND



AND

IN THE MATTER OF MAPLE GROUP ACQUISITION CORPORATION

(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 of the principal regulator (the Legislation) in connection with a take-over bid (the Offer) made by the Filer and


July 26, 2012 (2012) 35 OSCB 6826

proposed subsequent plan of arrangement (the Subsequent Arrangement and, together with the Offer, the Filer Acquisition)to cause the Filer to acquire all the issued and outstanding common shares (TMX Shares) of TMX Group Inc. (TMX Group) for approximately $3.8 billion providing that:

(i) the Filer is exempt from the requirement under Item 19 of Form 62-504F1 Take-over Bid Circular (Form 62-504F1) to include:

(a) interim financial statements for Alpha Trading Systems Limited Partnership and Alpha Trading Systems Inc. (collectively, Alpha Group) for the period ended March 31, 2012 (or, if the Subsequent Arrangement Circular (as defined below) is dated on or after August 15, 2012, June 30, 2012) (the Alpha Group Historical Interim Financial Statements);

(b) the Combined Interim Pro Forma Financial Statements (as defined below); and

(c) management's discussion and analysis (MD&A) in relation to the CDS Historical Financial Statements (as defined below) and the Alpha Group Historical Financial Statements (as defined below),

in the Offer Circular (as defined below) and the Notice (as defined below) (collectively, the Bid Document Relief); and

(ii) TMX Group, following the Filer's acquisition of not less than 70% and up to 80% of the TMX Shares, is exempt from the requirement under Item 14.2 of Form 51-102F5 Information Circular (Form 51-102F5) to include:

(a) the Alpha Group Historical Interim Financial Statements;

(b) the Combined Interim Pro Forma Financial Statements; and

(c) MD&A in relation to the CDS Historical Financial Statements and the Alpha Group Historical Financial Statements,

in the Subsequent Arrangement Circular (as defined below) (collectively, the Subsequent Arrangement Circular Relief, and, together with the Bid Document Relief, the Requested 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 (the Principal Regulator); 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 each of British Columbia, Alberta, Saskatchewan, Manitoba, Québec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Yukon, Northwest Territories and Nunavut (collectively, with Ontario, 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

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

The Filer

1. The Filer is a corporation existing under the Business Corporations Act (Ontario) (the OBCA). The Filer's registered office is located at 1 First Canadian Place, 100 King Street West, Suite 4400, Toronto, Ontario. The Filer has not carried on any material business other than in connection with the Offer and related transactions and is not in default under the securities legislation of any jurisdiction.

2. The shareholders of the Filer are comprised of Alberta Investment Management Corporation, Caisse de dépôt et placement du Québec, Canada Pension Plan Investment Board, CIBC World Markets Inc., Desjardins Financial Corporation, Dundee Capital Markets Inc., Fonds de solidarité des travailleurs du Québec (F.T.Q.), GMP Capital Inc., The Manufacturers Life Insurance Company, National Bank Financial & Co. Inc., Ontario Teachers' Pension Plan


July 26, 2012 (2012) 35 OSCB 6827

Board, Scotia Capital Inc. and TD Securities Inc. (collectively, the Investors)1. The respective holdings of each Investor, together with their respective equity commitment amounts, are set out in the Offer Circular (as defined below).

3. The authorized share capital of the Filer consists of an unlimited number of common shares (the Filer Shares) and an unlimited number of preferred shares. As at June 22, 2012, there were 835,702 Filer Shares outstanding and no preferred shares outstanding.

4. The Filer is not currently a reporting issuer in any of the Jurisdictions.

TMX Group

5. TMX Group is a corporation existing under the OBCA. TMX Group is headquartered in Toronto with offices in Montréal, Calgary and Vancouver. TMX Group's registered office is located at The Exchange Tower, 130 King Street West, Toronto, Ontario.

6. TMX Group is a leading, integrated, multi-asset exchange group that owns and operates equities, energy and fixed income cash and derivatives markets, and clearinghouses in Canada and the United States. TMX Group owns and operates:

(a) two national stock exchanges, Toronto Stock Exchange (TSX), serving the senior equity market and TSX Venture Exchange, serving the public venture equity market;

(b) Montréal Exchange Inc., Canada's national derivatives exchange;

(c) Natural Gas Exchange Inc., an exchange providing a platform for the trading and clearing of natural gas, electricity, and crude oil contracts in North America;

(d) Shorcan Brokers Limited, an inter-dealer broker;

(e) The Equicom Group Inc., providing investor relations and related corporate communications services; and

(f) Razor Risk Technologies, providing risk management technology and consulting solutions to financial institutions.

7. The authorized share capital of TMX Group consists of an unlimited number of TMX Shares and an unlimited number of preferred shares. As at June 22, 2012, there were 74,695,248 TMX Shares outstanding and no preferred shares were outstanding.

8. TMX Group is a reporting issuer in each of the provinces and territories of Canada. The TMX Shares are listed and posted for trading on the TSX.

The Offer

9. The Offer is part of the Filer Acquisition, an integrated two-step acquisition transaction designed to result in 100% of the existing TMX Shares being acquired from existing holders of TMX Shares (TMX Shareholders). The first step of the Filer Acquisition is the Offer, pursuant to which the Filer is seeking to acquire not less than 70% and up to 80% of the TMX Shares for $50.00 in cash per TMX Share. Immediately following the successful completion of the Offer, the Investors, through the Filer, will own between 70% and 80% of the outstanding TMX Shares and TMX Shareholders will own between 20% and 30% of the outstanding TMX Shares.

10. The second step of the Filer Acquisition is an arrangement to be implemented by TMX Group following the completion of the Offer pursuant to applicable Canadian corporate laws (the Subsequent Arrangement). This will be accomplished by way of a court-approved plan of arrangement providing for a share exchange transaction pursuant to which TMX Shareholders (other than the Filer) whose TMX Shares were not acquired by the Filer under the Offer will receive Filer Shares in exchange for their TMX Shares on a one-for-one basis. Following completion of the Subsequent Arrangement, the Investors will own between 58.3% and 72.2% of the outstanding Filer Shares and former TMX Shareholders will own between 27.8% and 41.7% of the outstanding Filer Shares.

11. The Filer commenced the Offer on June 13, 2011 by mailing a take-over bid circular (as amended and varied, the Original Circular) and related offer documents to TMX Shareholders and concurrently filed such documents on SEDAR. The Offer and the Original Circular have subsequently been amended by notices of change, extension and/or

1 As at the date of this decision, GMP Capital Inc. (GMP) was a shareholder of the Filer. However, as has been announced prior to the date

of this decision, GMP is in the process of disposing of its shares of the Filer such that it will no longer be a shareholder of the Filer.


July 26, 2012 (2012) 35 OSCB 6828

variation dated June 24, 2011, August 8, 2011, September 29, 2011, October 31, 2011, January 31, 2012, February 24, 2012, March 30, 2012, May 3, 2012 and May 31, 2012 (as so amended, the Offer Circular). The Offer is currently due to expire on July 31, 2012.

12. The Filer has agreed to use its best efforts to complete the Subsequent Arrangement within 35 days following the completion of the Offer. In accordance with applicable corporate and securities laws, TMX Group (in consultation with the Filer) will prepare a management information circular in respect of the Subsequent Arrangement (the Subsequent Arrangement Circular) and deliver the Subsequent Arrangement Circular to TMX Shareholders in accordance with applicable Canadian securities laws. It is anticipated that the Subsequent Arrangement Circular will be filed and mailed to TMX Shareholders following the expiry of the 10-day deposit extension period under the Offer.

CDS and Alpha Group Acquisitions

13. On April 30, 2012, the Filer entered into agreements with certain beneficial holders of common shares (the CDS Supporting Shareholders) of The Canadian Depository for Securities Limited (CDS) representing approximately 71% of the voting rights attached to the outstanding common shares of CDS (including TMX Group's approximate 18% indirect interest), pursuant to which such holders have agreed to vote in favour of a proposed amalgamation of CDS with a wholly-owned subsidiary of the Filer (Filer Subco), which upon completion would result in the Filer owning all of the outstanding common shares of CDS for aggregate consideration of $167.5 million. On June 7, 2012, the Filer, Filer Subco and CDS entered into a definitive amalgamation agreement with respect to such amalgamation. The votes attached to the common shares of CDS held by the CDS Supporting Shareholders are sufficient to obtain the required two-third shareholder approval for the proposed amalgamation. Copies of the definitive agreements entered into with respect to the acquisition of CDS by the Filer have been filed on SEDAR at www.sedar.com under TMX Group's profile.

14. Financial and other information regarding CDS is available on its website at www.cds.ca.

15. On April 30, 2012, the Filer entered into definitive agreements for the acquisition by the Filer of all of the ownership interests in Alpha Group. The securityholders of Alpha Group that are parties to such agreements represent approximately 83% of the outstanding equity interests in Alpha Group. The Filer intends to acquire the remaining equity interests in Alpha Group pursuant to the terms of the shareholder agreement of Alpha Trading Systems Inc. The aggregate consideration offered by the Filer for the acquisition of Alpha Group is $175 million, subject to the potential exercise of rights by Alpha Group securityholders that are not Investors (or affiliates thereof) to receive an arbitrated fair value for their equity interests in Alpha Group. Such Alpha Group securityholders represent approximately 25.6% of the outstanding equity interests in Alpha Group. Copies of the definitive agreements entered into with respect to the acquisition of Alpha Group by the Filer have been filed on SEDAR at www.sedar.com under TMX Group's profile.

16. The Filer intends to complete the proposed acquisitions of CDS and Alpha Group concurrently with or as soon as practicable following completion of the Offer, subject to the satisfaction of customary terms and conditions, including the receipt of all necessary regulatory approvals, and, in the case of the acquisition of CDS, the approval of the proposed amalgamation by the shareholders of CDS.

Applicable Requirements

17. Item 19(1) of Form 62-504F1 provides that if a take-over bid provides that the consideration for the securities of the offeree issuer is to be, in whole or in part, securities of the offeror or other issuer, financial statements and other information required in a prospectus of the issuer whose securities are being offered in exchange for the securities of the offeree issuer are required to be included in the applicable take-over bid circular.

18. The Offer only provides for cash consideration and the requirements of Item 19 of Form 62-504F1 accordingly do not apply to the Offer. However, as the Offer is the first step of the integrated Filer Acquisition, with Filer Shares to be issued pursuant to the second-step Subsequent Arrangement, the Filer, as noted in paragraph 29 below, has included financial statement disclosure for the Filer in the Offer Circular, and intends to update such financial disclosure in the Notice.

19. Under section 9.1 of National Instrument 51-102 Continuous Disclosure Obligations, the Subsequent Arrangement Circular will be required to be sent to TMX Shareholders in connection with the solicitation of proxies to vote in respect of the Subsequent Arrangement at a meeting of TMX Shareholders to be held for the purpose of considering a resolution approving the Subsequent Arrangement.

20. Form 51-102F5 sets out the form requirements applicable to the Subsequent Arrangement Circular.


July 26, 2012 (2012) 35 OSCB 6829

21. Item 14.2 of Form 51-102F5 provides that in respect of, inter alia, restructuring transactions2 under which securities are to be changed, exchanged, issued or distributed, management information circulars must include disclosure for each entity, other than the company in respect of which the applicable management information circular has been prepared, whose securities are being changed, exchanged, issued or distributed, if:

(a) the matter is a restructuring transaction; and

(b) the securityholders of the company in respect of which the management information circular has been prepared will have an interest in that entity after the restructuring transaction has been completed.

The disclosure in this regard must be the disclosure (including financial statements) prescribed under securities legislation and described in the form of prospectus that the applicable entity would be eligible to use immediately prior to the sending and filing of the information circular in respect of the restructuring transaction, for a distribution of securities in the jurisdiction.

22. As noted above, in connection with the Subsequent Arrangement, Filer Shares will be distributed to TMX Shareholders (other than the Filer) and such TMX Shareholders will have an interest in the Filer after the Subsequent Arrangement has been completed.

23. Immediately prior to the sending and filing of the Offer Circular, Notice and Subsequent Arrangement Circular, the Filer will only be eligible to use a long-form prospectus prepared in accordance with Form 41-101F1 Information Required in a Prospectus (Form 41-101F1).

24. In accordance with Item 32 of Form 41-101F1, the Filer is required to include the financial statements of a business or businesses acquired by the Filer within three years before the date of the Offer Circular or Subsequent Arrangement Circular or proposed to be acquired, if a reasonable investor reading the Offer Circular or Subsequent Arrangement Circular would regard the primary business of the Filer to be the business or businesses acquired, or proposed to be acquired, by the Filer. Such financial statements, if applicable, are required to include interim financial statements of the relevant business or businesses, together with pro forma financial statements of the Filer, giving effect to the acquisition of such business or businesses. It is possible that an investor reading the Offer Circular or Subsequent Arrangement Circular could potentially regard the primary business of the Filer to include Alpha Group and CDS once the acquisition thereof is completed.

25. In addition, pursuant to Item 35 of Form 41-101F1, the Filer is required to include certain financial statements in respectof each of CDS and Alpha Group, if (depending on the timing of completion of such transactions in relation to the date of filing and mailing of the Subsequent Arrangement Circular) such transactions constituted recently completed "significant acquisitions" (as per Item 35.5 of Form 41-101F1) or proposed acquisitions of a business that has progressed to a state where a reasonable person would believe that the likelihood of the Filer completing the acquisition is high, and that, if completed by the Filer, would be a "significant" acquisition (as per Item 35.6 of Form 41-101F1).

26. Lastly, pursuant to Item 8 of Form 41-101F1, MD&A would be required to be included in respect of the annual and interim financial statements of the Filer, CDS and Alpha Group included in the Notice and Subsequent Arrangement Circular.

Reasons Supporting Grant of Requested Relief

27. The Offer Circular, the Notice and the Subsequent Arrangement Circular (including the CDS Historical Financial Statements, the Alpha Group Historical Annual Financial Statements and the Combined Annual Pro Forma Financial Statements included therein and as defined below) will provide information in respect of the Filer and the Filer Shares that is sufficient to enable an investor to make an informed investment decision regarding the Filer Acquisition.

28. Disclosure of the following in the Offer Circular, Notice or Subsequent Arrangement Circular is not necessary to allow TMX Shareholders to form a reasoned judgment concerning the Filer Acquisition:

(a) Alpha Group Historical Interim Financial Statements;

(b) (i) a pro forma statement of financial position of the Filer as at March 31, 2012 (or, if the Subsequent Arrangement Circular is dated on or after August 15, 2012, June 30, 2012) giving effect to the Filer Acquisition and the acquisitions of each of CDS and Alpha Group by the Filer as if they had occurred on such date, and

2 Defined in section 1.1 of NI 51-102 to include, inter alia, arrangements such as the Subsequent Arrangement.


July 26, 2012 (2012) 35 OSCB 6830

(ii) pro forma income statements of the Filer for the period ended March 31, 2012 (or, if the Subsequent Arrangement Circular is dated on or after August 15, 2012, June 30, 2012), giving effect to the Filer Acquisition and the acquisitions of each of CDS and Alpha Group by the Filer as if they had occurred on April 28, 2011 (collectively, the Combined Interim Pro Forma Financial Statements); and

(c) MD&A in respect of the CDS Historical Financial Statements and Alpha Group Historical Financial Statements.

29. The Offer Circular includes:

(a) stand-alone audited financial statements of the Filer as at April 28, 2011; and

(b) pro forma financial statements of the Filer giving effect to the Filer Acquisition as if it had occurred on April 28, 2011.

Additionally, at least 10 days prior to the expiry of the Offer, the Filer will mail to TMX Shareholders and file on SEDAR a notice of change of information (the Notice) that will include:

(a) stand-alone audited financial statements of the Filer as at, and for the period ended, December 31, 2011 (the Filer Historical Annual Financial Statements);

(b) stand-alone unaudited financial statements of the Filer as at, and for the three months ended, March 31, 2012 (the Filer Historical Interim Financial Statements and together with the Filer Historical Annual Financial Statements, the Filer Historical Financial Statements);

(c) stand-alone audited financial statements of CDS as at, and for the twelve months ended, on each of October 31, 2011, October 31, 2010 and October 31, 2009 (collectively, the CDS Historical Annual Financial Statements);

(d) stand-alone unaudited financial statements of CDS as at, and for the six months ended, April 30, 2012 (the CDS Historical Interim Financial Statements and, together with the CDS Historical Annual Financial Statements, the CDS Historical Financial Statements);

(e) stand-alone audited financial statements of Alpha Group as at, and for the twelve months ended, on each of December 31, 2011, December 31, 2010 and December 31, 2009 (collectively, the Alpha Group Historical Annual Financial Statements and, together with Alpha Group Historical Interim Financial Statements, the Alpha Group Historical Financial Statements); and

(f) pro forma financial statements of the Filer giving effect to the Filer Acquisition and the acquisitions of each of CDS and Alpha Group by the Filer as if they had occurred, for purposes of the pro forma statement of financial position as at December 31, 2011, on such date, and for purposes of the pro forma income statements for the period ended December 31, 2011, as if the Filer Acquisition and the acquisitions of each of CDS and Alpha Group had occurred on April 28, 2011 (the Combined Annual Pro Forma Financial Statements).

MD&A in respect of the Filer Historical Financial Statements will also be included in the Notice.

30. The Subsequent Arrangement Circular will contain or incorporate by reference all of the financial statements referred to in paragraph 29.

31. In addition to the CDS Historical Financial Statements and Alpha Group Historical Annual Financial Statements, the Offer Circular, the Notice and the Subsequent Arrangement Circular has and/or shall include or incorporate by reference information in respect of CDS and Alpha Group, including:

(a) a general description of the business of each of Alpha Group and CDS;

(b) the Filer's plans to combine TMX Group with Alpha Group and CDS following completion of the Filer Acquisition;

(c) applicable risk factors;

(d) detailed descriptions of the definitive agreements entered into in connection with the acquisition by the Filer of each of Alpha Group and CDS;


July 26, 2012 (2012) 35 OSCB 6831

(e) regulatory provisions generally applicable to each of the Filer, Alpha Group and CDS following completion of the acquisition thereof by the Filer (including, for greater certainty, the fee model that will apply to the products and services of CDS); and

(f) governance structures.

32. The Offer Circular and Notice will, except as permitted by the Requested Relief, otherwise comply with Item 19 of Form 62-504F1. The Subsequent Arrangement Circular will, except as permitted by the Requested Relief, otherwise comply with Item 14.2 of Form 51-102F5.

33. As at the date hereof, each of CDS and Alpha Group are not reporting issuers in any jurisdiction in Canada. Accordingly, neither of such entities is presently obligated under applicable Canadian securities laws regarding continuous disclosure to have prepared: (a) financial statements in respect of any interim periods; or (b) MD&A in respect of any financial statements.

34. The Filer understands that CDS prepares interim financial statements on an ongoing basis, and the Filer will accordingly include the CDS Historical Interim Financial Statements in the Notice. However, the Filer understands that Alpha Group does not currently prepare any interim financial statements other than certain internal documents prepared for the board of directors by management. The Filer understands that Alpha Group will commence preparing quarterly interim statements beginning for the six month period ended June 30, 2012, but that such statements will not be finalized until August 2012.

35. The Filer understands that neither of CDS or Alpha Group has prepared MD&A in respect of the CDS Historical Financial Statements or the Alpha Group Historical Financial Statements, as applicable.

36. The business of CDS represents only a very small proportion of the existing TMX Group operations on a quantitative basis. Specifically:

(a) the consolidated assets of CDS represent less than 4% of the consolidated assets of TMX Group;

(b) the aggregate purchase price payable in respect of the acquisition of CDS ($167.5 million) represents 5.6% - 6.4% of the total potential cash consideration payable by the Filer under the Offer of between approximately $2.6 billion and $3.0 billion3; and

(c) the consolidated specified profit of CDS represents less than 3% of the consolidated specified profit of TMX Group,

in each case, based on the most recently completed audited financial statements of each of TMX Group and CDS, respectively.

37. The business of Alpha Group represents only a very small proportion of the existing TMX Group operations on a quantitative basis. Specifically:

(a) the consolidated assets of Alpha Group represent less than 1.0% of the consolidated assets of TMX Group;

(b) the aggregate purchase price payable in respect of the acquisition of Alpha Group ($175.0 million) represents approximately 5.8% - 6.7% of the total potential cash consideration payable by the Filer under the Offer of between approximately $2.6 billion and $3.0 billion4; and

(c) the consolidated specified loss of Alpha Group represents less than 1.7% of the consolidated specified profit of TMX Group,

in each case, based on the most recently completed audited financial statements of each of TMX Group and Alpha Group, respectively.

Effect of Decision

33. The Filer acknowledges that the granting of this decision does not constitute approval of the Filer Acquisition for any regulatory purpose.

3 Based on the number of issued outstanding TMX Group shares on June 22, 2012. 4 Ibid.


July 26, 2012 (2012) 35 OSCB 6832

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:

(i) the Bid Document Relief is granted, and

(ii) the Subsequent Arrangement Circular Relief is granted provided the Filer completes the Offer.

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


July 26, 2012 (2012) 35 OSCB 6833

2.1.5 Daimler Canada Finance Inc.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – Filer granted exemption from the prospectus requirement in connection with trades of commercial paper/short term debt instruments that may not meet the “approved credit rating” requirement for the purpose of the short-term debt exemption in section 2.35 of Regulation 45-106 respecting Prospectus and Registration Exemptions – Commercial paper/short-term debt instruments only required to obtain one prescribed credit rating from an approved credit rating organization – Relief granted subject to conditions.


Securities Act, R.S.O. 1990, c. S.5, as am., s. 53. Regulation 45-106 respecting Prospectus and Registration

Exemptions, s. 2.35.

Translation

June 27, 2012


QUÉBEC AND ONTARIO (the “Jurisdictions”)

AND



AND

IN THE MATTER OF DAIMLER CANADA FINANCE INC.

(the “Filer”)

DECISION

Background

The securities regulatory authority or regulator in each of the Filing Jurisdictions (the “Decision Maker”) has received an application from the Filer for a decision under the securities legislation of the Filing Jurisdictions (the “Legislation”) that trades of negotiable promissory notes or commercial paper maturing not more than one year from the date of issue of the Filer be exempt from the prospectus requirement of the Legislation (the “Exemption Sought”).


(a) the Autorité des marchés financiers is the principal regulator for this application;

(b) the Filer has provided notice that section 4.7(1) of Regulation 11-102 respecting Passport System(“Regulation 11-102”) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Northwest Territories, Yukonand Nunavut (collectively the “Passport Jurisdictions”); 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

Terms defined in Regulation 14-101 respecting Definitions and Regulation 11-102 have the same meanings if used in this decision, unless otherwise defined.

In this decision:

“Asset-backed Short-term Debt”: short-term debt that is backed, secured or serviced by or from, a discrete pool of mortgages, receivables or other financial assets or interests designed to ensure the servicing or timely distribution of proceeds to holders of that short-term debt;

“Regulation 45-106”: Regulation 45-106 Respecting Prospectus and Registration Exemptions;

“Regulation 81-102”: Regulation 81-102 Respecting Mutual Funds.

Representations


1. The Filer is a corporation governed by the Business Corporations Act (Québec) with its registered and head office located in Montréal, Québec.

2. The Filer is not a reporting issuer in any of the Jurisdictions or Passport Jurisdictions and is not in default of the securities legislation of the Jurisdictions or Passport Jurisdictions.

3. A trade in short-term debt is exempt from the prospectus requirement pursuant to section 2.35 of Regulation 45-106 only where short-term debt has an approved credit rating from an approved credit rating organization. The terms “approved credit rating” and “approved credit rating organization” used in Regulation 45-106 have the same meaning as in Regulation 81-102.

4. For short-term debt to satisfy the definition of approved credit rating in Regulation 81-102, that short-term debt (a) must have a rating at or above


July 26, 2012 (2012) 35 OSCB 6834

one of the rating categories set out in that definition issued by an “approved credit rating organization” for that short-term debt, and (b) must not have a rating below one of the rating categories set out in that definition issued by an “approved credit rating organization” for that short-term debt.

5. The negotiable promissory notes or commercial paper of the Filer have a “R-1 (low)” rating from DBRS Limited, which rating meets the prescribed threshold in the definition of “approved credit rating” in Regulation 81-102. However, the negotiable promissory notes or commercial paper of the Filer do not meet the other prescribed thresholds in the definition of “approved credit rating” in Regulation 81-102 because they have a “F2” rating from Fitch Ratings Ltd., a “P-2” rating from Moody’s Investors Service, Inc. and a “A-2” rating from Standard & Poor’s, all of which ratings are lower than the ratings prescribed by the definition of approved credit rating in Regulation 81-102.

6. The Filer has been granted relief similar in nature to the Exemption Sought under a decision document of the Decision Maker dated June 30, 2010, which has not yet expired (the “PriorDecision”).

Decision



1. the negotiable promissory notes or commercial paper of the Filer:

(a) mature not more than one year from the date of issue;

(b) are not convertible or exchangeable into or accompanied by a right to purchase another security other than negotiable promissory notes or commercial paper of the Filer;

(c) are not Asset-backed Short-term Debt; and

(d) have a rating issued by one of the following rating organizations, or any of their successors, at or above one of the following rating categories or a rating that replaces a category listed below:

Rating Organization Rating

DBRS Limited R-1 (low)

Fitch Ratings Ltd. F2

Moody’s Investors Service, Inc. P-2

Standard & Poor’s A-2

2. each trade by the Filer of negotiable promissory notes or commercial paper of the Filer to a resident in a Jurisdiction or Passport Jurisdiction in reliance on this decision is made:

(a) through an agent who is a registered dealer, registered in a category that permits the trade;

(b) through a bank listed in Schedules I, II or III to the Bank Act (Canada) trading in reliance on an exemption from the registration requirement available in the circumstances in the Jurisdictions in which the trade occurs; or

(c) through a dealer permitted to rely on the exemption from the dealer registration requirement for international dealers in section 8.18 of Regulation 31-103 Respecting Registration Requirements, Exemptions and Ongoing Registrant Relationships;

3. for each Jurisdiction and Passport Jurisdiction, the Exemption Sought will terminate on the earlier of:

(a) 90 days after the coming into force of any rule, other regulation or blanket order or ruling under the securities legislation of that jurisdiction that amends the conditions of the prospectus exemption contained in section 2.35 of Regulation 45-106 or provides an alternate exemption; and

(b) June 30, 2017;

4. the Prior Decision is revoked effective as of the date hereof;

“Louis Morisset” Superintendent, Securities Markets Autorité des marchés financiers


July 26, 2012 (2012) 35 OSCB 6835

2.1.6 Trapeze Capital Corp. et al.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – paragraph 4.1(1)(b) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations – a registered firm must not permit an individual to act as a dealing, advising or associate advising representative of the registered firm if the individual is registered as a dealing, advising or associate advising representative of another registered firm – policies in place to handle potential conflicts of interest – Filer exempted from prohibition.


National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 4.1, 15.1.

July 20, 2012



AND



AND

IN THE MATTER OF TRAPEZE CAPITAL CORP.

(TCC)

AND

TRAPEZE ASSET MANAGEMENT INC. (TAMI)

AND

ANTHONY VISANO (the Filers)

DECISION

Background

The regulator in Ontario has received an application from the Filers (the Application) for a decision under the securities legislation of the Jurisdiction of the regulator (the Legislation) for relief from the requirement under para-graph 4.1(1)(b) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103) to permit Anthony Visano (the Representative) to be registered as both a dealing

representative of TCC and an advising representative of TAMI (the Dual Registration) (the Relief Sought).

Interpretation

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

Representations

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

1. TCC is registered under NI 31-103 as an investment dealer in Ontario, Alberta, Quebec and British Columbia and is a member of Investment Industry Regulatory Organization of Canada (IIROC).

2. TAMI is registered under NI 31-103 as a portfolio manager and an exempt market dealer in Ontario and a portfolio manger in Alberta, British Columbia, Manitoba, New Brunswick, Nova Scotia and Saskatchewan.

3. The Filers are affiliated as they are both owned by the same entity, 1346049 Ontario Limited, which is controlled by Randall Abramson.

4. TAMI and TCC also share common officers and directors and have approximately 6 individuals that are dually registered.

5. The Representative is currently registered in Ontario as a dealing representative under the category of investment dealer with TCC. He also carries out the activities of an advising represen-tative under TTC but is exempt from registration in such capacity under section 8.24 of NI 31-103. He has applied for registration as an advising representative of TAMI in Ontario only and is not seeking registration in other jurisdictions at this time.

6. TCC was established by the principals in 1998 in order to provide investment services (portfolio management and brokerage) to clients, many of whom were brought over from the principals’ previous sponsoring firm, which was also an investment dealer. TAMI was established in 1999 by the principals of TCC, along with another individual (who is no longer an employee or shareholder of TAMI), to provide portfolio manage-ment services to clients through separately managed accounts and pooled funds marketed to institutional clients, as well as to individuals. Currently, TCC does little or no marketing and most new client accounts are opened at TAMI.

7. The Representative has been a full time employee of both TAMI and TCC since 2004 and has been conducting research and analysis of equity and


July 26, 2012 (2012) 35 OSCB 6836

fixed income securities to support the portfolio managers in making investment decisions. The intention is for the Representative to spend a portion of time in an advising capacity for client accounts at TAMI, including client accounts for the Representative’s family members. TAMI may wish assign Anthony as a portfolio manager for existing (e.g., Trapeze Value Trust, Trapeze Value Class) or new investment funds managed by TAMI.

8. Each TAMI and TCC client receives a disclosure explaining that (a) the TAMI and TCC are related to one another (b) TAMI may use TCC exclusively for brokerage services (c) TAMI and TCC share officers and directors and (d) TAMI and TCC share the same office premises.

9. The corporate Filers have in place policies and procedures to address conflicts of interest that may arise as a result of the Dual Registration, and believe that they will be able to appropriately deal with these conflicts. They currently have 6 dually registered individuals and the corporate Filers have represented that they have been able to deal with the potential of conflicts.

10. The Representative will be subject to supervision by, and the applicable compliance requirements of, both firms. Existing compliance and super-visory structures will apply depending on which regulatory entity the client has engaged for advisory purposes.

11. In addition, the Filers have represented that TAMI and TCC have the identical standard fee schedules for their clients (subject to certain exceptions for legacy accounts of each of TAMI and TCC for which a different fee agreement may apply). This has eliminated any financial incentives to direct a potential client to one over the other. Accordingly, there is limited inherent conflict of interest with respect to business development activities.

12. The corporate Filers are each wholly-owned subsidiaries of 1346049 Ontario Limited and accordingly, the Dual Registration will not give rise to the conflicts of interest present in a similar arrangement involving unrelated, arm’s length firms. The interests of TAMI and TCC are aligned and therefore, the potential for conflicts of interest are remote.

13. None of the Filers is in default of any requirements of securities legislation in any jurisdiction of Canada

14. In the absence of the Relief Sought, the corporate Filers would be prohibited from permitting a Representative to act as an advising representative of TAMI while the individual is a dealing representative of TCC even though TAMI is an affiliate of TCC.

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 Relief Sought is granted.

“Marrianne Bridge” Deputy Director, Compliance and Registrant Regulation Ontario Securities Commission


July 26, 2012 (2012) 35 OSCB 6837

2.1.7 AlphaPro Management Inc. and the Top Funds (as defined below)

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – Relief granted from subsection 2.1(1) and paragraphs 2.5(2)(a), (b) and (c) of NI 81-102, the fund on funds restrictions, to permit commodity pools to enter into a forward agreement providing exposure to commodity pools investing in, or gaining exposure to exchange traded mutual funds tracking the performance of, physical commodities. Also relief granted allowing payment of brokerage commission in relation to the sales and purchases of securities of the related underlying fund(s), provided that the requirements of section 2.5 of NI 81-102, except for paragraph 2.5(2)(e) – National Instrument 81-102 Mutual Funds are complied with.


National Instrument 81-102 Mutual Funds, ss. 2.5(2)(a) and (e), 19.1. National Instrument 81-104 Commodity Pools.

June 27, 2012



AND



AND

IN THE MATTER OF ALPHAPRO MANAGEMENT INC.

(the Filer)

AND

THE TOP FUNDS (as defined below)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislationof the Jurisdiction of the principal regulator (the Legislation) for an exemption (the Exemption Sought) relieving the existing mutual funds listed at Schedule “A” (the Existing Top Funds) and such mutual funds that may be managed by the Filer or its affiliates in the future (the Future Top Funds, and together with the Existing Top Funds, the Top Funds and individually, a TopFund) that are subject to National Instrument 81-102 – Mutual Funds (NI 81-102), from the prohibitions in:

(a) paragraph 2.5(2)(a) of NI 81-102 to permit each Top Fund to invest in exchange traded mutual funds that are not subject to National Instrument 81-101 – Mutual Fund Prospectus Disclosure (NI 81-101); and

(b) paragraph 2.5(2)(e) of NI 81-102 to permit each Top Fund to pay brokerage commissions in relation to its purchase and sale on a recognized exchange of securities of exchange traded mutual funds that are managed by the Filer, or an affiliate or associate of the Filer

(collectively, the Exemption Sought)

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

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


July 26, 2012 (2012) 35 OSCB 6838

(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 each of the other provinces and territories of Canada.

Interpretation

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

Representations


About the Filer

1. The Filer is a corporation incorporated pursuant to the laws of Canada.

2. The Filer, or an affiliate of the Filer, acts as, or will act as, the investment fund manager of the Top Funds.

3. The Filer is not in default of the securities legislation of any of the provinces or territories of Canada.

About the Top Funds

4. The Top Funds are, or will be, open end mutual funds established as trusts under the laws of the Province of Ontario.

5. The Top Funds are, or will be, governed by the provisions of NI 81-102; or NI 81-102 and National Instrument 81-104 – Commodity Pools (NI 81-104).

6. Each Top Fund distributes, or will distribute, securities pursuant to a simplified prospectus and annual information form prepared under NI 81-101 or to a long form prospectus prepared under Form 41-101F2 – Information Required in an Investment Fund Prospectus (Form 41-101F2).

7. The Top Funds are, or will be, reporting issuers in some or all of the provinces and territories of Canada.

8. The Existing Top Funds are not in default of any requirements of the securities legislation of any province or territory ofCanada.

9. The Filer would like to be able to invest the assets of the Top Funds in the exchange traded funds set out in Schedule “B” (the Existing Underlying ETFs) and such other exchange traded mutual funds that may be established by the Filer or its affiliates or associates in the future (the Future Underlying ETFs, and together with the Existing Underlying ETFs, the Underlying ETFs or individually an Underlying ETF).

10. The investment by a Top Fund in securities of an Underlying ETF will be made in accordance with the fundamental investment objective of the Top Fund and will represent the business judgment of responsible persons uninfluenced by considerations other than the best interests of the Top Funds.

About the Underlying ETFs

11. The Filer or an affiliate is or will be the investment fund manager of the Underlying ETFs.

12. Each Underlying ETF is, or will be:

(a) an open end mutual fund subject to NI 81-102 and National Instrument 41-101 – General Prospectus Requirements (NI 41-101);

(b) a reporting issuer in each of the provinces and territories of Canada; and

(c) listed on the Toronto Stock Exchange (the TSX) or another “recognized exchange” in Canada as that term is defined in securities legislation.

13. The Existing Underlying ETFs are not in default of any requirements of the securities legislation of any province or territory of Canada.


July 26, 2012 (2012) 35 OSCB 6839

14. Each Underlying ETF distributes, or will distribute, its securities pursuant to a long form prospectus prepared under Form 41-101F2.

15. Each Underlying ETF does not or will not, at the time of purchase by a Top Fund, hold more than 10% of the market value of its net assets in securities of any other mutual fund other than the securities of a money market fund or a mutual fund that issues index participation units.

16. Each Underlying ETF issues, or will issue, units which are qualified for distribution in each of the provinces and territories of Canada.

17. The Underlying ETFs do not or will not issue “index participation units” as defined in NI 81-102.

18. No Underlying ETF has, or will have, a net market exposure greater than 100% of its net asset value.

19. Each Underlying ETF does not or will not pay management or incentive fees which to a reasonable person would duplicate a fee payable by the Top Funds for the same service.

20. Where the investment fund manager of a Top Fund (the Top Fund Manager) determines that the management fees and incentive fees (the Fees) payable by an Underlying ETF to its investment fund manager (the Underlying ETF Manager) would duplicate a fee payable by the Top Fund for the same service, either

(a) The Underlying ETF Manager will pay a management fee rebate to the Top Fund that is equal to the Fees paid to it by that Underlying ETF and the Top Fund Manager will pay an amount equal to those Fees to the Underlying ETF Manager; or

(b) The Top Fund Manager will pay to the Top Fund an amount equal to the Fees payable to the Underlying ETF Manager in respect of the Top Fund’s investment in the Underlying ETF.

21. Holders of units of an Underlying ETF may:

(a) sell units of an Underlying ETF on the TSX or another recognized exchange in Canada on which units of an Underlying ETF are listed for trading;

(b) redeem units of that Underlying ETF in any number for cash at a redemption price of 95% of the closing price for the unit on the applicable exchange on the effective day of redemption; or

(c) redeem or exchange a prescribed number of units (a PNU) of the Underlying ETF for cash or securities equal to the net asset value of each PNU tendered for redemption or exchange, respectively.

22. Each Underlying ETF may, from time to time, retain:

(a) National Bank Financial Inc., an associate of the Filer, to act as its designated broker, distributor and securities lending agent;

(b) Fiera Capital Corporation, an associate of an indirect minority shareholder of Filer, to act as portfolio sub-adviser; and

(c) Horizons Investment Management Inc., an affiliate of the Filer, to act as its manager, trustee, or portfolio manager.

23. The Existing Underlying ETFs primarily achieve, and Future Underlying ETFs will primarily achieve, their investment objectives through direct holdings of cash and securities and, in some circumstances, through investment in specified derivatives for hedging and non-hedging purposes, in accordance with their investment objectives and strategies and with NI 81-102.

24. All brokerage costs related to trades in securities of the Underlying ETFs will be borne by the Top Funds in the same manner as any other portfolio transaction made on an exchange.

25. If a Top Fund makes a trade in securities of an Underlying ETF with or through an affiliate or associate of the Filer acting as dealer, the Filer will comply with its obligations under National Instrument 81-107 Independent Review Committee for Investment Funds in respect of any proposed related party transactions. Lastly, all such related party transactions will be disclosed to securityholders of the relevant Top Fund in its management report of fund performance.


July 26, 2012 (2012) 35 OSCB 6840

Reasons for the Exemption Sought

26. An investment in an Underlying ETF by a Top Fund is an efficient and cost effective alternative to administering one or more investment strategies directly or engaging a sub-adviser to implement an investment strategy for a Top Fund.

27. Absent the Exemption Sought, an investment by a Top Fund in an Underlying ETF would be prohibited by paragraph 2.5(2)(a) of NI 81-102 solely because the Underlying ETF is not governed by NI 81-101;

28. An investment by a Top Fund in an Underlying ETF would not qualify for the exemption in paragraph 2.5(3) of NI 81-102 from paragraph 2.5(2)(a) of NI 81-102 because the Underlying ETF does not issue index participation units.

29. The only material difference between the Underlying ETFs and any other mutual fund governed by NI 81-102 is the method of distribution. If the Exemption Sought is granted the Top Funds will be permitted to purchase units of a mutual fund that is listed on the TSX (or other recognized exchange) in the same manner that they are permitted to invest in a mutual fund that is not listed on the applicable exchange.

30. It is anticipated that many of the trades conducted by the Top Funds would not be of the size necessary for the Top Fund to be eligible to purchase or redeem a PNU directly from the Underlying ETF. As a result, it is anticipated that the majority of trading in respect of units of the Underlying ETFs will be conducted in the secondary market using the facilities of a recognized exchange.

31. Absent the Exemption Sought, when the Top Funds trade securities of an Underlying ETF on a recognized exchange, paragraph 2.5(2)(e) would not permit the Top Fund to pay any brokerage fees incurred in connection with the trade.

32. The original decision issued on June 25, 2012 ( the Original Decision) failed to include several funds that should have been listed as Current Top Funds or Current Underlying Funds and failed to note a change as to the portfolio sub-advisors of some of the Funds. It is intended that the Original Decision be revoked upon the issuance of this decision, in order to reflect these revisions.

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:

1) the Original Decision is revoked and replaced by this decision; and

2) the Exemption Sought is granted, provided that

(a) A Top Fund does not short sell securities of an Underlying ETF; and

(b) the Underlying ETFs do not rely on exemptive relief from

(i) the requirements of section 2.3 of NI 81-102 regarding the purchase of physical commodities;

(ii) the requirements of sections 2.7 and 2.8 of NI 81-102 regarding the purchase, sale or use of specified derivatives, with the exception of the relief from paragraphs 2.7(1)(a) and 2.8(1) of NI 81-102 granted to certain Underlying ETFs pursuant to the In the Matter of AlphaPro Management Inc. decision dated November 18, 2010; and

(iii) paragraphs 2.6(a) and (b) of NI 81-102 with respect to the use of leverage; and

(c) each Underlying ETF is not a commodity pool governed by NI 81-104.

“Sonny Randhawa” Manager, Investment Funds

Ontario Securities Commission


July 26, 2012 (2012) 35 OSCB 6841

SCHEDULE “A”

EXISTING TOP FUNDS

Fund Name Manager Trustee Portfolio Manager Portfolio Sub-Advisor

Horizons Dividend ETF AlphaPro Management Inc.

Horizons Investment Management Inc.1

Leon Frazer & Associates Inc.

Horizons North America Value ETF AlphaPro Management Inc.


Patient Capital Management Inc.

Horizons North America Growth ETF AlphaPro Management Inc.


n/a

Horizons S&P/TSX 60 Equal Weight Index ETF AlphaPro Management Inc.


n/a

Horizons Global Dividend ETF AlphaPro Management Inc.


Guardian Capital LP

Horizons Balanced ETF AlphaPro Management Inc.


Hillsdale Investment Management Inc.

Horizons Corporate Bond ETF AlphaPro Management Inc.


Fiera Capital Corporation2

Horizons Preferred Share ETF AlphaPro Management Inc.



Horizons Floating Rate Bond ETF AlphaPro Management Inc.



Horizons Gartman ETF AlphaPro Management Inc.


The Gartman Letter, L.C.

Horizons Seasonal Rotation ETF AlphaPro Management Inc.


n/a

Horizons S&P/TSX 60 130/30™ Index ETF AlphaPro Management Inc.


ProShare Advisors LLC

Horizons Enhanced Income Equity ETF AlphaPro Management Inc.


n/a

Horizons Enhanced Income Energy ETF AlphaPro Management Inc.


n/a

Horizons Enhanced Income Financials ETF AlphaPro Management Inc.


n/a

Horizons Enhanced Income Gold Producers ETF

AlphaPro Management Inc.


n/a

Horizons Enhanced Income U.S Equity (USD) ETF



n/a

Horizons Enhanced Income International Equity ETF



n/a

Horizons Tactical Bond ETF AlphaPro Management Inc.


n/a

Horizons Income Plus ETF AlphaPro Management Inc.


Barclays Capital Inc.

Horizons High Yield Bond ETF AlphaPro Management Inc.




July 26, 2012 (2012) 35 OSCB 6842

Fund Name Manager Trustee Portfolio Manager Portfolio Sub-Advisor

Horizons U.S. Floating Rate Bond ETF AlphaPro Management Inc.



Horizons Gold Yield ETF AlphaPro Management Inc.


n/a

Horizons Silver Yield ETF AlphaPro Management Inc.


n/a

Horizons Crude Oil Yield ETF AlphaPro Management Inc.


n/a

Horizons Natural Gas Yield ETF AlphaPro Management Inc.


n/a

Horizons Diversified Commodity Yield ETF AlphaPro Management Inc.


n/a

Horizons Auspice Managed Futures Index ETF AlphaPro Management Inc.


n/a

Horizons Morningstar Hedge Fund Index ETF AlphaPro Management Inc.


n/a

1Affiliate of the Manager 2Associate of an indirect minority shareholder of the Manager


July 26, 2012 (2012) 35 OSCB 6843

SCHEDULE “B”

EXISTING UNDERLING ETFs

Fund Name Manager Trustee Portfolio Manager Portfolio Sub-Adviser

Horizons Dividend ETF AlphaPro Management Inc.


Leon Frazer & Associates Inc.

Horizons Global Dividend ETF AlphaPro Management Inc.


Guardian Capital LP

Horizons North American Value ETF AlphaPro Management Inc.


Patient Capital Management Inc.

Horizons North American Growth ETF AlphaPro Management Inc.


n/a

Horizons Balanced ETF AlphaPro Management Inc.


Hillsdale Investment Management Inc.

Horizons Corporate Bond ETF AlphaPro Management Inc.



Horizons Preferred Share ETF AlphaPro Management Inc.



Horizons Floating Rate Bond ETF AlphaPro Management Inc.



Horizons Enhanced Income Equity ETF AlphaPro Management Inc.


n/a

Horizons Enhanced Income Energy ETF AlphaPro Management Inc.


n/a

Horizons Enhanced Income Financials ETF AlphaPro Management Inc.


n/a

Horizons Enhanced Income Gold Producers ETF



n/a

Horizons Enhanced Income U.S Equity (USD) ETF



n/a

Horizons Enhanced Income International Equity ETF



n/a

Horizons Australian Dollar Currency ETF Horizons ETFs Management (Canada) Inc. 1


n/a

Horizons U.S. Dollar Currency ETF Horizons ETFs Management (Canada) Inc. 1


n/a

Horizons High Yield Bond ETF AlphaPro Management Inc.



Horizons U.S. Floating Rate Bond ETF AlphaPro Management Inc.



1Affiliate of the Manager 2Associate of an indirect minority shareholder of the Manager


July 26, 2012 (2012) 35 OSCB 6844

2.1.8 Manulife Financial Capital Trust – s. 1(10)

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – application for an order that the issuer is not a reporting issuer.

Ontario Statutes

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

July 24, 2012

Manulife Financial Capital Trust 200 Bloor Street East Toronto, Ontario M4W 1E5

Attention: H. Steven Moore, Senior Vice President and Treasurer

Dear Sirs/Mesdames:

Re: Manulife Financial Capital Trust (the Applicant) - Application for a decision under the securities legislation of Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Northwest Territories, Nunavut and Yukon (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 areporting issuer.

As the Applicant has represented to the Decision Makers that,

1. 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;

2. no securities of the Applicant are traded on a marketplace as defined in National Instrument 21-101 – Marketplace Operation;

3. 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

4. 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” Manager, Corporate Finance Ontario Securities Commission


July 26, 2012 (2012) 35 OSCB 6845

2.2 Orders

2.2.1 Amendment to the Assignment of Certain Powers and Duties of the Ontario Securities Commission – s. 6(3)

Headnote

Amendment to the Assignment of Certain Powers and Duties of the Ontario Securities Commission.




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

AND

IN THE MATTER OF THE ASSIGNMENT OF CERTAIN POWERS AND DUTIES

OF THE ONTARIO SECURITIES COMMISSION

ASSIGNMENT [Subsection 6(3)]

WHEREAS:

A. On February 2, 2010, pursuant to subsection 6(3) of the Act, the Ontario Securities Commission (the “Commission”) issued an assignment (the “February 2, 2010 Assignment”) assigning certain of its powers and duties under the Securities Act (Ontario) (the “Act”) to each “Director” as that term is defined in subsection 1(1) of the Act, acting individually;

B. the Commission considers it desirable to amend the February 2, 2010 Assignment;

NOW THEREFORE:

1. Effective July 1, 2012, subparagraph 2(a) of the February 2, 2010 Assignment is amended, without prejudice to the effectiveness of any lawful exercise prior to the date of this amendment of the powers and duties assigned thereby, and subparagraph 2(a.1) is added, as follows:

(a) clauses 21(5)(a), 21(5)(b), 21.0.1(a) and 21.0.1(b) of the Act but only:

(i) with respect to the review and decision regarding information filed in Form 21-101F1 or Form 21-101F2 or the exhibits thereto, and

(ii) where such information relates to matters that do not raise significant regulatory or public interest concerns and do not introduce a novel feature to the capital markets;

(a.1) clauses 21(5)(e), 21.0.1(c) and subsections 21.1(4), 21.2(3) and 21.2.1(3) of the Act, but only in respect of by-laws, rules, regulations, policies, procedures, interpretations or practices that

(i) do not raise significant regulatory or public interest concerns and,

(ii) where they relate to an exchange, a quotation and trade reporting system, an alternative trading system or a clearing agency, do not introduce a novel feature to the capital markets;

Dated the 22nd day of June, 2012.

“Paulette L. Kennedy” “Margot C. Howard” Commissioner Commissioner Ontario Securities Commission Ontario Securities Commission


July 26, 2012 (2012) 35 OSCB 6846

2.2.2 Amended and Restated Assignment of Certain Powers and Duties of the Ontario Securities Commission – s. 6(3)

Headnote

Amended and Restated Assignment of Certain Powers and Duties of the Ontario Securities Commission.




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

AND

IN THE MATTER OF THE ASSIGNMENT OF CERTAIN POWERS AND DUTIES

OF THE ONTARIO SECURITIES COMMISSION

ASSIGNMENT [Subsection 6(3)]

WHEREAS:

A. On February 2, 2010, pursuant to subsection 6(3) of the Act, the Ontario Securities Commission (the “Commission”) issued an assignment (the “February 2, 2010 Assignment”) assigning certain of its powers and duties under the Securities Act (Ontario) (the “Act”) to each “Director” as that term is defined in subsection 1(1) of the Act, acting individually;

B. On June 22, 2012, pursuant to subsection 6(3) of the Act, the Commission amended the February 2, 2010 Assignment, effective July 1, 2012, by amending the assignment of powers and duties previously assigned under paragraph 2(a) and by assigning additional powers and duties under clauses 21(5)(a), 21(5)(b), 21.0.1(a), 21.01(b) and 21.01(c) of the Act, to be exercised in certain limited circumstances;

C. The Commission considers it desirable to amend and restate the February 2, 2010 Assignment to amend the powers assigned in paragraphs 2(d), 2(g)(i)(A) and 2(g)(ii) of the February 2, 2010 Assignment, and to revoke the assignment of powers and duties under paragraph 2(j) of the February 2, 2010 Assignment;

NOW THEREFORE:

1. Effective July 26, 2012, the February 2, 2010 Assignment is revoked, without prejudice to the effectiveness of any lawful exercise prior to the date of this revocation of the powers and duties assigned thereby, and is hereby replaced with the following amended and restated assignment (the “Assignment”).

2. Pursuant to subsection 6(3) of the Act, the Commission assigns to each Director, acting individually, the powers and duties vested in or imposed on the Commission by:

(a) clauses 21(5)(a), 21(5)(b), 21.0.1(a) and 21.0.1(b) of the Act but only:

(i) with respect to the review and decision regarding information filed in Form 21-101F1 or Form 21-101F2 or the exhibits thereto, and

(ii) where such information relates to matters that do not raise significant regulatory or public interest concerns and do not introduce a novel feature to the capital markets;

(b) clauses 21(5)(e), 21.0.1(c) and subsections 21.1(4), 21.2(3) and 21.2.1(3) of the Act, but only in respect of by-laws, rules, regulations, policies, procedures, interpretations or practices that

(i) do not raise significant regulatory or public interest concerns and,


July 26, 2012 (2012) 35 OSCB 6847

(ii) where they relate to an exchange, a quotation and trade reporting system, an alternative trading system or a clearing agency, do not introduce a novel feature to the capital markets;

(c) subsection 62(5) of the Act;

(d) section 74 of the Act, but only in respect of orders that a person or company is not subject to section 53 of the Act in connection with solicitations of expressions of interest before the filing of a preliminary short form prospectus in accordance with National Instrument 44-101 Short Form Prospectus Distributions for securities to be issued pursuant to an over-allotment option granted to an underwriter by an issuer or a selling securityholder of an issuer;

(e) subclause 1(10)(a)(ii) of the Act but only in respect of a reporting issuer:

(i) whose outstanding securities, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in Ontario and fewer than 51 securityholders in total worldwide,

(ii) whose securities, including debt securities, are not traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported,

(iii) that is not in default of any of its obligations as a reporting issuer, and

(iv) that will not be a reporting issuer in any jurisdiction of Canada immediately following the Director making an order that the reporting issuer is not a reporting issuer;

(f) clause 1(11)(b) of the Act, in the circumstances described in Parts 2 and 3 of Ontario Securities Commission Policy 12-602 Designating an Issuer in Certain Other Canadian Jurisdictions as a Reporting Issuer in Ontario;

(g) paragraph 1 of subsection 127(1) of the Act, provided the making of the order under subsection 127(1) of the Act is not contested on its merits and is only in respect of suspending the registration of:

(i) a registrant that has, in the opinion of the Director, acted contrary to the public interest and consents to such suspension; and

(ii) a registrant that has filed an application to surrender the registrant’s registration pursuant to section 30 of the Act and has also consented to the suspension of the registrant’s registration;

(h) paragraph 2 and paragraph 2.1 of subsection 127(1) of the Act and subsections 127(2), (3), (5), (7), (8) and (9) of the Act, provided that the making of the order under subsections 127(1), (7) or (8) of the Act is not contested on its merits and is only in respect of

(i) trading, generally or by a person or company identified in the cease trade order, or acquisition, by a particular person or company identified in the cease trade order, in or of securities of a reporting issuer that has failed to file, as applicable,

(A) comparative annual financial statements or interim financial reports containing the statements and the notes required by National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”) or by National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers (“NI 71-102”),

(B) an auditor’s report issued in connection with comparative annual financial statements required by NI 51-102, and NI 71-102,

(C) an AIF, MD&A, information circular, or business acquisition report (all as defined by NI 51-102 and by NI 71-102) containing information for each of the content items required by NI 51-102 and the applicable form, by Part 5 of National Instrument 52-110 Audit Committees,or by NI 71-102,

(D) a report on reserves data and other oil and gas information as required by National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities (“NI 51-101”) containing information for each of the content items required by NI 51-101 and Form 51-101F2,


July 26, 2012 (2012) 35 OSCB 6848

(E) a technical report as required by National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”) containing information for each of the content items required by NI 43-101 and Form 43-101F1, or

(F) certification of filings as required by National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings

within the time period prescribed by Ontario securities law;

(ii) trading, generally or by a person or company identified in the cease trade order, or acquisition, by a particular person or company identified in the cease trade order, in or of securities of a reporting issuer that has acknowledged in writing that comparative annual financial statements or interim financial reports filed with the Commission were not prepared in accordance with generally accepted accounting principles, including, but not limited to, where an issuer has advised the Commission or staff in writing, or has publicly announced, that it intends to restate such financial statements;

(iii) trading, generally or by a person or company identified in the cease trade order, or acquisition, by a particular person or company identified in the cease trade order, in or of securities of a reporting issuer that has filed its financial statements accompanied by an auditor’s report prepared by a public accounting firm that is, as of the date of the auditor’s report, not a participating audit firm as defined by National Instrument 52-108 Auditor Oversight, or is not in compliance with any restrictions or sanctions imposed by the Canadian Public Accountability Board;

(i) subsection 140(2) of the Act in the circumstances described in clauses (b), (c) and (j) of section C of Ontario Securities Commission Policy 13-601 Public Availability of Material Filed Under the Securities Act;

(j) section 144 of the Act to:

(i) revoke or vary any decision made by a Director under authority assigned to him or her by the Commission pursuant to this Assignment or a predecessor Assignment, including another decision made under section 144 of the Act, but only if at the time of revoking or varying such decision the Director would have been authorized to make the decision being varied or revoked, or

(ii) vary any order made by the Commission under section 127 of the Act to the extent necessary to permit transfers of securities as contemplated by Section 3.2 of National Policy 12-202 Revocation of a Compliance-related Cease Trade Order,

provided that a person or company directly affected by a decision of a Director made pursuant to this Assignment may, by notice in writing sent by registered mail to the Secretary of the Commission within 30 days after the mailing of the notice of the decision, request and be entitled to a hearing and review of such decision by the Commission.

3. The Executive Director of the Commission shall from time to time determine which one or more other Directors, in each case acting alone, should, as an administrative matter, exercise each of the powers or perform each of the duties assigned by the Commission in paragraph 2 above, each of which powers may also be exercised and performed by the Executive Director, acting alone.

4. No person or company shall be required to inquire as to the authority of a member of the staff of the Commission to sign a decision pursuant to this Assignment in the capacity of a Director, and a decision purporting to be signed pursuant to this Assignment by a member of the staff of the Commission in the capacity of a Director shall be conclusively deemed to have been signed by a Director authorized by this Assignment without proof of such authority.

5. This Assignment does not preclude the Commission from itself exercising or performing any of the assigned powers or duties.

DATED this 3rd day of July, 2012.

“Kevin J. Kelly” “Edward P. Kerwin” Commissioner Commissioner Ontario Securities Commission Ontario Securities Commission


July 26, 2012 (2012) 35 OSCB 6849

2.2.3 Marlon Gary Hibbert et al. – s. 144(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)

ORDERSection 144(1)

WHEREAS the Ontario Securities Commission (the “Commission”) issued a temporary cease trade order on January 28, 2011 pursuant to sections 127(1) and (5) of the Securities Act, R.S.O., c. S.5, as amended (the “Act”) in respect of all of the Respondents (the “Cease Trade Order”);

AND WHEREAS on February 11, 2011, the Commission made an order extending the Cease Trade Order until July 28, 2011;

AND WHEREAS on July 26, 2011, the Commission made a further order extending the Cease Trade Order under the conclusion of the hearing on the merits;

AND WHEREAS the hearing on the merits took place on December 5, 7 and 9, 2011 and January 11, 2012;

AND WHEREAS on April 4, 2012, the Panel issued its Reasons and Decision and found that the Respondents breached the Act by: trading in securities without being registered to do so; acting as advisors with respect to investing in, buying or selling securities without registration; engaging in activities which constituted a distribution in securities for which no preliminary prospectus or prospectus had been filed and for which no receipt has been issued by the Director; and further, that Marlon Gary Hibbert (“Hibbert”) had directly or indirectly engaged or participated in acts, practices or a course of conduct relating to securities that he knew or ought reasonably to have known would perpetrate a fraud on persons; and that Hibbert had misled Staff;

AND WHEREAS a sanctions hearing is presently scheduled for August 1, 2012;

AND WHEREAS Staff of the Commission (“Staff”) have advised that they intend to seek a disgorgement order at the sanctions hearing;

AND WHEREAS Hibbert and PCWP have requested, and Staff support, a partial variation of the

Cease Trade Order to permit Hibbert and PCWP to transfer approximately $650,000.00 from a trading account held in the name of PCWP located in Panama to the Ontario Securities Commission by way of a bank draft or direct wire transfer to an account held by or in the name of the Commission, in order to remit the same to the Commission to partially satisfy any disgorgement order that may be made at the sanctions hearing;

AND WHEREAS the Commission considers it to be in the public interest to make this Order;

AND WHEREAS by Authorization Order made June 13, 2012, pursuant to subsection 3.5(3) of the Act, each of Howard I. Wetston, James E. A. Turner, Kevin J. Kelly, James D. Carnwath, Mary G. Condon, Margot C. Howard, Paulette L. Kennedy, Vern Krishna, Christopher Portner and Edward P. Kerwin, acting alone, is authorized, to exercise the powers of the Commission under the Act, subject to subsection 3.5(4) of the Act, to make orders under section 144 of the Act.

IT IS HEREBY ORDERED that, pursuant to subsection 144(1) of the Act, the Cease Trade Order be varied to permit Hibbert and PCWP to trade in securities solely to transfer approximately $650,000.00 from a trading account held in the name of PCWP located in Panama to the Ontario Securities Commission by way of a bank draft or direct wire transfer to an account held by or in the name of the Commission. For greater certainty, the funds are to be transferred directly to the Commission without any intervention by Hibbert other than the provision by Hibbert of instructions to PCWP and/or the financial institution giving effect to the transfer; and

IT IS FURTHER ORDERED that all other terms contained in the Cease Trade Order remain in effect.


“James D. Carnwath”


July 26, 2012 (2012) 35 OSCB 6850

2.2.4 Win-Eldrich Mines Limited – s. 144

Headnote

Section 144 – full revocation of cease trade order upon remedying of defaults.

Statutes Cited



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

AND

IN THE MATTER OF WIN-ELDRICH MINES LIMITED

(the Reporting Issuer)

ORDER(Section 144)

BACKGROUND

On May 22, 2012, the Director made an order under paragraph 2 of subsection 127(1) of the Act (the Cease Trade Order) that all trading in securities of the Reporting Issuer, whether direct or indirect, shall cease until further order by the Director.

The Order was made because the Reporting Issuer was in default of certain filing requirements under Ontario securities law as described in the Cease Trade Order.

The Reporting Issuer has applied to the Ontario Securities Commission under section 144 of the Act for a revocation of the Cease Trade Order.

REPRESENTATIONS

This order is based on the following facts represented by the Reporting Issuer:

1. The Reporting Issuer is a reporting issuer in the Provinces of British Columbia, Alberta and Ontario.

2. The Reporting Issuer has filed all outstanding continuous disclosure documents that are required to be filed under Ontario securities law.

3. The Reporting Issuer has paid all outstanding participation fees, filing fees and late fees owing to the Ontario Securities Commission.

4. The Reporting Issuer is also subject to a cease trader issued by the British Columbia Securities Commission on May 9, 2012 for failure to file certain continuous disclosure documents.

5. The Reporting Issuer’s SEDAR and SEDI profiles are up-to-date.

6. Upon the issuance of this revocation order, the Reporting Issuer will issue a news release announcing the revocation of the Cease Trade Order. The Reporting Issuer will concurrently file the news release and a material change report regarding the revocation of the Cease Trade Order on SEDAR.

ORDER

The Director is of the opinion that it would not be prejudicial to the public interest to revoke the Cease Trade Order.

It is order pursuant to section 144 of the Act that the Cease Trade Order is revoked.

DATED at Toronto, Ontario on this 17th day of July 2012.

“Lisa Enright” Manager, Corporate Finance


July 26, 2012 (2012) 35 OSCB 6851

2.2.5 Energy Syndications Inc. et al. – s. 127



AND


SYNDICATIONS CANADA INC., DANIEL STRUMOS, MICHAEL BAUM

AND DOUGLAS WILLIAM CHADDOCK

ORDER(Section 127)

WHEREAS on March 30, 2012, 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”) on March 30, 2012 in respect of Energy Syndications Inc. (“Energy”), Green Syndications Inc. (“Green”), Syndications Canada Inc. (“Syndications”) (collectively, the “Corporate Respondents”), Daniel Strumos, (“Strumos”), Michael Baum (“Baum”), and Douglas William Chaddock (“Chaddock”) (collectively, the “Respondents”);

AND WHEREAS the Notice of Hearing set a hearing in this matter for April 11, 2012 at 11:30 a.m.;

AND WHEREAS on April 11, 2012, Strumos, Baum, and Chaddock, on his own behalf and on behalf of the Corporate Respondents, attended the hearing;

AND WHEREAS on April 11, 2012, the Commission ordered that the matter was adjourned to a confidential pre-hearing conference to be held on July 18, 2012 at 10:00 a.m.;

AND WHEREAS on July 18, 2012, a confidential pre-hearing conference was held, at which Strumos, Baum, and Chaddock, on his own behalf and on behalf of the Corporate Respondents, attended;

AND WHEREAS the Panel considered the submissions from Staff and the Respondents and 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 August 21, 2012 at 10:00 a.m.


“Mary G. Condon”

2.2.6 Energy Syndications Inc. et al. – ss. 127(1), 127(8)



AND


SYNDICATIONS CANADA INC., LAND SYNDICATIONS INC. AND

DOUGLAS CHADDOCK

TEMPORARY ORDER (Subsections 127(1) & 127(8))

WHEREAS on April 1, 2011, 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. pursuant to clause 2 of subsection 127(1) and subsection 127(5) of the Act that all trading in any securities of Energy Syndications Inc. (“Energy”), Syndica-tions Canada Inc. (“Syndications”), Green Syndications Inc. (“Green”) and Land Syndications Inc. (“Land”) shall cease;

2. pursuant to clause 2 of subsection 127(1) and subsection 127(5) of the Act that all trading in any securities by Energy, Syndications, Green and Land or their agents or employees shall cease;

3. pursuant to clause 2 of subsection 127(1) and subsection 127(5) of the Act that all trading in any securities by Douglas Chaddock (“Chaddock”) shall cease;

4. pursuant to clause 3 of subsection 127(1) and subsection 127(5) of the Act that the exemptions contained in Ontario securi-ties law do not apply to Energy, Syndications, Green and Land or their agents or employees; and

5. pursuant to clause 3 of subsection 127(1) and subsection 127(5) of the Act that the exemptions contained in Ontario securities law do not apply to Chaddock;

AND WHEREAS the Commission ordered that pursuant to subsection 127(6) of the Act, the Temporary Order shall expire on the fifteenth day after its making unless extended by order of the Commission;


July 26, 2012 (2012) 35 OSCB 6852

AND WHEREAS on April 7, 2011, the Commission issued a Notice of Hearing (the “Notice of Hearing”) to consider the extension of the Temporary Order, to be held on April 14, 2011 at 11:00 a.m.;

AND WHEREAS Staff of the Commission (“Staff”) served the respondents with copies of the Temporary Order, the Notice of Hearing and Staff’s supporting materials as evidenced by Affidavits of Service filed with the Commission;

AND WHEREAS the Commission held a hearing on April 14, 2011 and counsel for Energy, Green, Syndications and Chaddock attended the hearing;

AND WHEREAS Staff advised the Panel that it was not seeking to continue the Temporary Order as against Land;

AND WHEREAS counsel for Energy, Green, Syndications and Chaddock advised the Panel that they did not oppose the extension of the Temporary Order;

AND WHEREAS on April 14, 2011 the Commission ordered that:

1. The Temporary Order is extended until June 24, 2011, or until further order of the Commission;

2. The Temporary Order is not extended against Land; and


AND WHEREAS on April 14, 2011 the Commission further ordered that the hearing be adjourned to June 22, 2011 at 10:00 a.m.;

AND WHEREAS the Commission held a hearing on June 22, 2011 to consider an extension of the Temporary Order;

AND WHEREAS counsel for Energy, Green, Syndications and Chaddock attended the hearing and advised the Panel that they did not oppose the extension of the Temporary Order;

AND WHEREAS on June 22, 2011 the Commission ordered that:

1. The Temporary Order is extended until September 9, 2011, or until further order of the Commission;

2. The extension of the Temporary Order does not prohibit Green from engaging in the sale of goods provided that any sales

agreement does not constitute an investment contract, as defined by Ontario securities law; and


AND WHEREAS on June 22, 2011 the Commission further ordered that the hearing be adjourned to September 8, 2011 at 11:00 a.m.;

AND WHEREAS the Commission held a hearing on September 8, 2011 to consider the extension of the Temporary Order;

AND WHEREAS counsel for Energy, Green, Syndications and Chaddock attended the hearing and advised that they did not oppose the extension of the Temporary Order;

AND WHEREAS on September 8, 2011 the Commission extended the Temporary Order on the same terms until March 9, 2012 and further ordered that the hearing be adjourned to March 8, 2012 at 10:00 a.m.;

AND WHEREAS the Commission held a hearing on March 8, 2012 to consider the extension of the Temporary Order, at which Chaddock attended on behalf of himself and on behalf of Energy, Green, and Syndications;

AND WHEREAS on March 8, 2012 the Commission extended the Temporary Order on the same terms until April 12, 2012, and further ordered that the hearing be adjourned to April 11, 2012 at 11:00 a.m.;

AND WHEREAS the Commission held a hearing on April 11, 2012 to consider the extension of the Temporary Order, at which Chaddock attended on behalf of himself and on behalf of Energy, Green, and Syndications;

AND WHEREAS on April 11, 2012 the Commission extended the Temporary Order on the same terms until July 19, 2012, and further ordered that the hearing be adjourned to July 18, 2012 at 10:30 a.m.;

AND WHEREAS the Commission held a hearing on July 18, 2012 to consider the extension of the Temporary Order;

AND WHEREAS Chaddock attended the hearing on behalf of himself and on behalf of Energy, Green, and Syndications;

AND WHEREAS the Panel considered the submissions from Staff and Chaddock and the Commission is of the opinion that it is in the public interest to make this order;


July 26, 2012 (2012) 35 OSCB 6853

IT IS HEREBY ORDERED that:

1. The Temporary Order is extended until August 22, 2012 or until further order of the Commission;

2. The extension of the Temporary Order does not prohibit Green from engaging in the sale of goods provided that any sales agreement does not constitute an investment contract, as defined by Ontario securities law; and


IT IS FURTHER ORDERED that the hearing of this matter is adjourned to August 21, 2012 at 10:30 a.m. or on such other date or time as provided by the Secretary’s Office and agreed to by the parties.


“Mary G. Condon”

2.2.7 CRC Royalty Corporation – s. 144

Headnote


Statutes Cited




AND

IN THE MATTER OF CRC ROYALTY CORPORATION


ORDER(Section 144)

Background

On May 7, 2012, the Director made an order under paragraph 2 of subsection 127(1) of the Act (the Cease Trade Order) that all trading in securities of the Reporting Issuer, whether direct or indirect, shall cease until further order by the Director.

The Order was made because the Reporting Issuer was in default of certain filing requirements under Ontario securities law as described in the Cease Trade Order (the Default).


Representations


1. The Reporting Issuer is a reporting issuer under the securities legislation of the provinces of Ontario British Columbia, Alberta, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland.

2. The Reporting Issuer is not in default of the Cease Trade Order.

3. Except for the Default, the Reporting Issuer is not in default of any requirements under Ontario securities law.


July 26, 2012 (2012) 35 OSCB 6854

4. The Reporting Issuer has filed all outstanding continuous disclosure documents that are required to be filed under Ontario securities law.

5. The Reporting Issuer has paid all outstanding activity, participation and late filing fees that are required to be paid.

6. The Reporting Issuer’s SEDAR profile and SEDI issuer profile supplement are current and accurate.

7. Upon the issuance of this revocation order, the Reporting Issuer will issue a news release announcing the revocation of the Cease Trade Order. The Reporting Issuer will concurrently file the news release regarding the revocation of the Cease Trade Order on SEDAR.

8. The Reporting Issuer was also subject to a similar cease trade orders issued by Alberta and British Columbia as a result of the failure to make the filings described in the Cease Trade Order. The orders issued by Alberta and British Columbia were revoked on July 4, 2012 and July 5, 2012, respectively.

Order


It is ordered under section 144 of the Act that the Cease Trade Order is revoked. Dated: July 6, 2012

“Lisa Enright” Manager, Corporate Finance Branch

2.2.8 Shaun Gerard McErlean and Securus Capital Inc. – ss. 127, 127.1



AND



ORDER(Sections 127 and 127.1)

WHEREAS on December 8, 2010 the Ontario Securities Commission (the “Commission) issued an Amended Notice of Hearing pursuant to sections 127 and 127.1 of the Securities Act, R.S.O. 1990, c. S.5, as amended, accompanied by a Statement of Allegations dated December 8, 2010 filed by staff of the Commission (“Staff”) in respect of Shaun Gerard McErlean and Securus Capital Inc.;

AND WHEREAS a hearing on the merits in this matter was held before the Commission on November 14, 15, 16, 17, 21, 23 and 24, 2011, January 12, 2012, March 26, 28 and 30, 2012, April 2, 3, 5, 11 and 12, 2012 and June 18, 2012;

AND WHEREAS, following the hearing on the merits, the Commission issued its Reasons and Decision with respect to the merits on July 19, 2012;

IT IS ORDERED that Staff and Shaun Gerard McErlean attend before the Commission on August 13, 2012 at 2:00 p.m. for the purpose of scheduling a hearing with respect to sanctions and costs, which shall take place within 60 days of this Order.

Dated at Toronto this 19th day of July, 2012.

“Vern Krishna”

“James D. Carnwath”


July 26, 2012 (2012) 35 OSCB 6855

2.2.9 Peter Sbaraglia



AND

IN THE MATTER OF PETER SBARAGLIA

ORDER

WHEREAS on February 24, 2011, the Ontario Securities Commission (the “Commission”) issued a Notice of Hearing pursuant to section 127 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”) on February 24, 2011 with respect to Peter Sbaraglia (“Sbaraglia”);

AND WHEREAS on March 31, 2011, the Commission heard submissions from Staff and counsel for Sbaraglia and adjourned the hearing to April 28, 2011;

AND WHEREAS on April 28, 2011, the Commission heard submissions from Staff and counsel for Sbaraglia and adjourned the hearing to June 7, 2011;

AND WHEREAS on June 7, 2011, the Commission heard submissions from Staff and counsel for Sbaraglia and adjourned the hearing to July 27, 2011;

AND WHEREAS on July 27, 2011, the Commission heard submissions from Staff and Sbaraglia and ordered that a pre-hearing conference in this matter take place on October 28, 2011;

AND WHEREAS on October 28, 2011, the Commission held a pre-hearing conference in this matter and heard submissions from Staff and counsel for Sbaraglia and adjourned the pre-hearing conference to November 25, 2011 on the consent of the parties;

AND WHEREAS on November 25, 2011, following a pre-hearing conference at which the Commission heard submissions from Staff and counsel for Sbaraglia, the Commission ordered that: Sbaraglia’s motion regarding Staff’s disclosure, if Sbaraglia determined to bring such a motion, be scheduled for January 24, 2012; the hearing on the merits commence on June 4, 2012 and continue until June 26, 2012, excluding June 5 and 19, 2012; and a pre-hearing conference be held on April 30, 2012;

AND WHEREAS on January 24, 2012, the Commission held a hearing with respect to a disclosure motion brought by Sbaraglia and ordered that the minimum time requirements under subrule 4.3(1) and rule 4.5 of the Ontario Securities Commission Rules of Procedure (2010), 33 O.S.C.B. 8017 (the “Rules”) be extended by an additional 10 days;

AND WHEREAS on April 30, 2012, the Commission held a hearing with respect to a motion brought by counsel for Sbaraglia seeking an adjournment of the hearing on the merits, which was opposed by Staff, and the Commission ordered that: the hearing on the merits originally scheduled to commence on June 4, 2012 will commence on October 22, 2012 and continue until November 14, 2012, inclusive, with the exception of October 23, 2012 and November 5 and 6, 2012, on a peremptory basis with respect to Sbaraglia; a pre-hearing conference be held on June 4, 2012; and the extension of the minimum time requirements under subrule 4.3(1) and rule 4.5 of the Rules ordered on January 24, 2012 be set aside;

AND WHEREAS on June 4, 2012, the Commission held a pre-hearing conference and heard submissions from Staff and counsel for Sbaraglia and adjourned the pre-hearing conference to July 4, 2012;

AND WHEREAS on July 4, 2012, the Commission held a pre-hearing conference and heard submissions from Staff and counsel for Sbaraglia and adjourned the pre-hearing conference to July 19, 2012;

AND WHEREAS on July 19, 2012, the Commission held a hearing with respect to a motion brought by counsel for Sbaraglia seeking an adjournment of the hearing on the merits;

AND WHEREAS counsel for Sbaraglia advised the Commission that, on October 2, 2012, the Court of Appeal will hear an appeal and cross-appeal of the decision of the Superior Court of Justice dated May 23, 2012 regarding Sbaraglia’s motion to compel production by the Receiver of certain documents alleged by Sbaraglia to be relevant to this matter;

AND WHEREAS Staff consented to the motion for adjournment;

AND WHEREAS the Commission considered the submissions and motion materials of counsel for Sbaraglia and Staff;

AND WHEREAS the Commission considered the factors set out in rule 9.2 of the Rules;

AND WHEREAS the Commission is of the opinion that it is in the public interest to make this order;

IT IS ORDERED THAT:

1. The hearing on the merits scheduled to commence on October 22, 2012 will commence on March 18, 2013, on a peremptory basis with respect to Sbaraglia, and shall continue until April 5, 2013, inclusive, with the exception of March 26 and 29, 2013, and further continue on April 24 and 25, 2013; and


July 26, 2012 (2012) 35 OSCB 6856

2. A pre-hearing conference will be held on November 7, 2012, at 9:00 a.m.


“Christopher Portner”

2.2.10 Tranzeo Wireless Technologies Inc. – s. 144

Headnote


Statutes Cited




AND

IN THE MATTER OF TRANZEO WIRELESS TECHNOLOGIES INC.


ORDER(Section 144)

BACKGROUND

On April 30, 2012, the Director made an order under paragraph 2 of subsection 127(1) of the Act (the Cease Trade Order) that all trading in securities of the Reporting Issuer, whether direct or indirect, shall cease until further order by the Director.

The Order was made because the Reporting Issuer was in default of certain filing requirements under Ontario securities law as described in the Cease Trade Order (the Default).


REPRESENTATIONS


1. The Reporting Issuer is a reporting issuer under the securities legislation of the pro-vinces of Alberta, Saskatchewan, Mani-toba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland..

2. The Reporting Issuer has filed all out-standing continuous disclosure docu-ments that are required to be filed under Ontario securities law.

3. The Reporting Issuer has paid all outstanding activity, participation and late filing fees that are required to be paid.


July 26, 2012 (2012) 35 OSCB 6857

4. The Reporting Issuer was also subject to a similar cease trade order issued by the British Columbia Securities Commission (BC) and and l’Autorité des marchés financiers (QU) as a result of the failure to make the filings described in the Cease Trade Order. The order issued by BC was revoked on July 5, 2012 and the order issued by QU was revoked on July 11, 2012.

5. The Reporting Issuer’s SEDAR profile and SEDI issuer profile supplement are current and accurate.

6. Upon the issuance of this revocation order, the Reporting Issuer will issue a news release announcing the revocation of the Cease Trade Order. The Reporting Issuer will concurrently file the news release and a material change report regarding the revocation of the Cease Trade Order on SEDAR.

ORDER


It is ordered under section 144 of the Act that the Cease Trade Order is revoked.

DATED: July 24th, 2012

“Lisa Enright” Manager, Corporate Finance


July 26, 2012 (2012) 35 OSCB 6858

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July 26, 2012 (2012) 35 OSCB 6859

Chapter 3

Reasons: Decisions, Orders and Rulings

3.1 OSC Decisions, Orders and Rulings

3.1.1 Shaun Gerard McErlean and Securus Capital Inc. – s. 127



AND



REASONS AND DECISION (Section 127 of the Act)

Hearing: November 14, 15, 16,17, 21, 23 and 24, 2011, January 12, 2012, March 26, 28 and 30, 2012, April 2, 3, 5, 11 and 12, 2012 and June 18, 2012

Decision: July 19, 2012

Panel: Vern Krishna, Q.C. – Commissioner and Chair of the Panel

James D. Carnwath, Q.C. – Commissioner

Appearances: Matthew Britton – For Staff of the Commission

Self-Represented – Shaun Gerard McErlean

No one appeared on behalf of Securus Capital Inc.

TABLE OF CONTENTS

I. INTRODUCTION

II. STAFF WITNESSES A. INDI DHILLON B. RICHARD RADU C. JAMES DICKSON D. TOBIAS HAESSNER E. MS. LK

III. RESPONDENT WITNESSES A. JACK BATEMAN (CALLED OUT OF ORDER ON CONSENT OF THE PARTIES) B. SHAUN MCERLEAN C. JOHN FORD D. SHANDE ALEXI MIZZI E. JONI REWEGA F. GARY NICHOLLS G. SARAH MCERLEAN

IV. THE APPLICABLE LAW A. STANDARD OF PROOF B. THE USE OF HEARSAY EVIDENCE C. SECURITIES ACT FRAUD


July 26, 2012 (2012) 35 OSCB 6860

D. TRADING WITHOUT REGISTRATION (a) Trade in Security (b) Acts in Furtherance of Trade (c) Not Necessary to Complete Trade (d) Definition of Security (e) Meaning of Distribution of Securities (f) Advising Without Registration

V. ANALYSIS (a) The Fraud Allegation (b) Trading Allegations (c) Advising Allegations (d) Trading without Prospectus Allegations (e) Securus Liability

VI. CONCLUSION

I. INTRODUCTION

[1] On December 8, 2010, Enforcement Staff (“Staff”) of the Ontario Securities Commission (the “Commission”) filed a Statement of Allegations as follows:

Staff allege that Shaun Gerard McErlean (“Mr. McErlean” or “Shaun McErlean”) and Securus Capital Inc. (“Securus”) (collectively the “Respondents”):

(a) between January 22, 2009 and August 12, 2010, the Respondents engaged in or participated in an act, practice or course of conduct relating to securities that the Respondents knew, or reasonably ought to have known, perpetrated a fraud on any person or company, contrary to s. 126.1(b) of the Securities Act, R.S.O. 1990, c. S.5, as amended (the “Act”);

(b) between January 22, 2009 and September 28, 2009, McErlean traded securities without being registered to trade securities and without an exemption from the dealer registration requirement, contrary to s. 25(1)(a) of the Act;

(c) between September 29, 2009 and August 12, 2010, without an exemption from the dealer registration requirement, the Respondents engaged in or held themselves out to be engaged in the business of trading securities without being registered in accordance with Ontario securities law, contrary to s. 25(1) of the Act;

(d) between January 22, 2009 and September 28, 2009, McErlean acted as an adviser without registration and without an exemption from the adviser registration requirement, contrary to s. 25(1)(c) of the Act;

(e) between September 29, 2009 and August 12, 2010, the Respondents, without an exemption from the adviser registration requirement, engaged in the business of, or held themselves out as engaging in the business of, advising with respect to investing in, buying or selling securities without being registered in accordance with Ontario securities law, contrary to s. 25(3) of the Act;

(f) between January 22, 2009 and August 12, 2010, the Respondents traded securities which was a distribution of securities without having filed a preliminary prospectus or a prospectus with the Director or having an exemption from the prospectus requirement, contrary to s. 53(1) of the Act; and

(g) that Mr. McErlean, as a director of Securus, authorized, permitted or acquiesced in the conduct of Securus contrary to s. 129.2 of the Act.

[2] We find that each of the allegations made by Staff against Mr. McErlean and Securus have been proven on a balance of probabilities.


July 26, 2012 (2012) 35 OSCB 6861

II. STAFF WITNESSES

[3] Witnesses’ testimony will be identified by Transcript Volume number and page number as “Tr. Vol. -, pp. xx – xx”. Exhibits entered will be referred to by exhibit number as “Ex. – ”. Hearing briefs will be referred to by Volume number, Tab andPage number as “Vol - , Tab(s) -, pp. xx – xx”.

A. Indi Dhillon

[4] Mr. Dhillon is a forensic accountant in the Enforcement Branch of the Commission and his task is to assess and investigate potential breaches of Ontario securities law. He has been with the Commission for 15 years.

[5] Mr. Dhillon was assigned to the investigation of Mr. McErlean and Securus in March of 2010. During the course of his investigation, he collected documents and records that were filed, subject to identification, as Hearing Briefs, Volumes 1-16 inclusive.

[6] Mr. Dhillon’s search of the National Registration Database revealed that Mr. McErlean was registered in October 2004 as an investment representative, sponsored by CIBC World Markets (“CIBC”). His registration terminated on January 22, 2009.

[7] During his investigation, Mr. Dhillon learned of Aquiesce Investments (“Aquiesce”). A Business Names Report shows Aquiesce to be a sole proprietorship with an address of 102 Bear Trail, Newmarket, Ontario. Aquiesce is shown as engaged in investment consulting. Mr. McErlean applied for registration of Aquiesce and his residence address is also 102 Bear Trail, in Newmarket, which is Mr. McErlean’s residence (Ex. 1, Vol. 16, Tab 1, pp. 1-3).

[8] A subsequent search by Mr. Dhillon revealed that Aquiesce was not registered with the Commission, neither was it a reporting issuer in Ontario.

[9] Staff referred Mr. Dhillon to Vol. 1, Tabs 2–32, introduced as Ex. 2. The tabs contain all the bank statements and supporting documentation for TD Canada Trust Acc. No. 522 1560 in the name of Aquiesce INV. The account opened on December 10, 2008; transactions are shown until January 2, 2009. The last entry at Tab 32 shows a balance of $101,337.28. Mr. Dhillon was then referred to Vol. 16, Tab 2, pp. 4-30, entered as Ex. 3. Documents at Tab 2 include a complaint received atthe Contact Center of the Commission from one TB, acting for a Colorado company, GP Co. and its CEO, Mr. JG. The complaint referred to an “Aquiesce Investments Trade Agreement” with PD Co., one of JG’s companies. The agreement was never signed by Aquiesce and was described in an internal Staff memo as not contrary to Ontario’s securities law. Considerable questions were posed to Mr. Dhillon concerning this unsigned agreement, which apparently did not contravene Ontario’s securities law. Further pages from Tab 2, pp. 31 - 33 were entered as Ex. 4. Mr. Dhillon’s evidence on this area and these two exhibits are of little or no assistance to the Panel.

[10] Mr. Dhillon was then asked about a meeting he had with James Dickson, a senior manager in the Corporate Investigations Department of the Royal Bank of Canada (“RBC”). When Mr. Dhillon and Mr. Dickson met, RBC account statements in the name of Securus were shown to Mr. Dhillon, together with supporting documents. Mr. Dickson showed Mr. Dhillon a Statement of Claim filed by ALLC, a Colorado company, against Mr. McErlean, Aquiesce, TD Waterhouse Canada Inc. (“TD Waterhouse”), the Toronto-Dominion Bank (“TD Bank”), and RBC (Ex. 5, Vol. 12, Tab 3, p. 10-22).

[11] In paragraph 17 of the Statement of Claim, the plaintiff pleads that on June 11, 2009, USD $2 million was wired from the plaintiff’s account to be deposited to the Aquiesce Acc. No. 522 1560 for credit to ALLC.

[12] Staff referred Mr. Dhillon to Vol. 1, Tab 33, entered as Ex. 6, which he identified as a discount brokerage account application made by Shaun McErlean to TD Waterhouse. In the application, Mr. McErlean identifies his primary financial institution as TD Canada Trust, Newmarket with the Acc. No. 522 1560, as earlier identified in these Reasons. The TD Waterhouse brokerage account was numbered 72YJ94.

[13] Staff referred Mr. Dhillon to Vol. 1, Tabs 34, 35 and 36, entered at Ex. 7. Mr. Dhillon said these tabs contained transactions in the Aquiesce brokerage account with TD Waterhouse No. 72YJ94 from July 1, 2009 to August 31, 2009.

[14] Staff then drew Mr. Dhillon’s attention to Ex. 2 containing the records for Acc. No. 522 1560 in the name of Aquiesce. Mr. Dhillon demonstrated that in the period from December 12, 2008 to June 4, 2009 there were deposits in the account of $400,000 approximately. This sum appeared to be made up of deposits by three or four persons based in Ontario. By June 4, 2009 there was a nominal amount in the account of $17.34. However, on June 11, 2009 a wire transfer from ALLC went into the account in the amount of USD $2 million or CAD $2,229,988.85. The wire transfer is found in Ex. 2, Vol. 1, Tab 19, p. 214. The “Payment Details” indicate the amount of the transfer is for further credit to ALLC in Acc. No. 77C436B-A.


July 26, 2012 (2012) 35 OSCB 6862

[15] Mr. Dhillon was asked to explain how the CAD $2,229,988.85 was used. He replied:

(i) two entries of $74,040 and $86,380 were transferred to close a particular account;

(ii) a Canadian draft of $570,113.06 was distributed as follows:

(a) to Bernadette McErlean, $8,056.58;

(b) RM, a relative of Shaun McErlean $24,390.11;

(c) to BM, a relative of Shaun McErlean $22,500;

(d) to SB, $25,000;

(e) to SP, $100,000;

(f) to RK, $333,333.33;

(g) to Shaun McErlean, $17,500; and

(h) to CIBC VISA, $39,333.04

Total: $570,113.06

[16] Mr. Dhillon noted that RK had previously deposited $300,000 into the Aquiesce Acc. No. 522 1560.

[17] Mr. Dhillon identified a transfer from Acc. No. 522 1560 of $1,400,000 to TD Waterhouse. He said it appeared the monies were invested in publicly traded companies, as shown at Ex. 7, Vol. 1, Tab 34, p. 385.

[18] Mr. Dhillon then took us to Ex. 2, Vol. 1, Tab 21, p. 248 and identified a wire transfer to TD Acc. No. 522 1560 of $1,145,442.73 from Cash Flow Financial LLC, being approximately USD $1 million. On the same date there was a transfer to the TD Waterhouse brokerage Acc. No. 72YJ94 of $800,000, shown in Ex. 2, Vol. 1, Tab 34, p. 385.

[19] Mr. Dhillon then described a transfer from the trading Acc. No. 72YJ94 of $8,000 to Aquiesce Acc. No. 522 1560 on the June 19, 2009, found at Ex. 2, Vol. 1, Tab 34, p. 385. The deposit to the Aquiesce account is found at Ex. 2, Vol. 1, Tab 21, p.248.

[20] Mr. Dhillon turned to his investigation of Securus, and an account opened at RBC for that company by Mr. McErlean, Acc. No. 101-842-3. He was referred to Vol. 3, Tab 1 which contain the opening documents for the account and Tab 2, which contained the account statements from December 2009 to August 2010. Tabs 3 to 10 provide the back up bank documents supporting the transactions that occurred in that account over that period. These documents were entered as Ex. 8, Vol. 3, Tabs1-10.

[21] The documents show that Mr. McErlean was the president of Securus and the signing officer. His principal occupation is shown as being a “business consultant” which is typewritten. The words “investment advisor” have been added in handwriting. Much heat but not much light was expended on how the words “investment advisor” came to appear on the banking documents. The Panel’s conclusion is that this evidence is of no assistance in finding whether Mr. McErlean purported to act as a investment advisor.

[22] Entered as Ex. 9, Vol. 4, Tabs 1-14 inclusive were documents pertaining to Securus delivered by RBC to the Commission. They were described as not as complete as the banking documents filed at Ex. 8.

[23] Staff then referred Mr. Dhillon to Vol. 13, Tab 1, entered as Ex. 10, a document prepared by Mr. Dhillon described as Source and Application of Funds for RBC Business Bank Acc. No. 101-842-3 for the period from December 22, 2009 to August 9, 2010. An edited version (to remove personal information of investors) here follows:


July 26, 2012 (2012) 35 OSCB 6863

Securus Capital Inc.

Source and Application of Funds for RBC Business Bank Account No. 03342-101-842-3 for the period from December 22, 2009 to August 9, 2010

Source of Funds: $Wire Transfers:TK AG, (apparently a German corporation) 2,129,140 RW (apparently a German resident) 1,410,560 MT REG (apparently a German trust) 1,390,700 MVWP (apparently a German resident) 1,369,400 Ms. LK (a Dubai resident) 1,543,568 EAEB (apparently a Dubai corporation) 1,310,963 Other Deposit (source unknown) 258,467 Other deposits/credits re items under $5,000 8,611 Total: 9,421.409

Application of Funds:To Shaun McErlean Cash or Visa payments 316,860

To Shaun relatives: 362,327

To Shaun related entities or persons: R3 Auto and Finance 717,007Warrior One MMA Ltd. 359,096RT Wood Natural Energy Corp. 389,000M&AD 75,000RS 20,000

Sub-total: To Shaun, relatives or related entities or persons 2,239,290

To former clients/investors of Shaun: LLF Lawyers LLP in Trust – Payment for ½ ALLC 1,049,700RK – former CIBC client 375,575

To current investors: 1,352,414 Unknown debit memos and cheques, bank charges and other cheques under $5,000 2,451,523 Total: 7,468,502Balance in RBC Account as of August 9, 2010 1,952,907

Adjustment for Pending deposit from investor not credited to a/c:Pending Deposits – July 25, 2010 wire transfer of USD $1,049,968 from Ms. LK – bank account statements reflect only a deposit of USD $248,968 – CDN equivalent – $258,466.91. Using the same exchange conversion rate -- USD $800,000 is equivalent to $830,522 832,522 Adjusted balance in the RBC account as of August 9, 2010 2,785,429

(There are two small errors made in entering the Canadian equivalent amounts from the USD $1,049,968 transfer from Ms. LK.)


July 26, 2012 (2012) 35 OSCB 6864

[24] Mr. Dhillon took us to the cross-entries for Acc. No. 101-842-3 found in Ex. 8, Vol. 3. He explained the reference to a “pending deposit from an investor not credited to the a/c.” Ms. LK wired USD $1,049,968 for deposit on July 25, 2010. The bank account statements reflect only a deposit of USD $248,968, or CAD $258,466.91. Mr. Dhillon explained that Mr. McErlean requested a draft of USD $800,000 immediately from the transfer to the effect that that sum did not go in and go out of the account. The Canadian equivalent of $258,466.91 of the balance of that transfer is shown as “other deposit – source unknown” on Ex. 10.

[25] Mr. Dhillon demonstrated by reference to the bank records that the item “current investors” relates to the investors who wired funds. We are satisfied that $1,352,414 was returned to them.

[26] Mr. Dhillon also demonstrated to our satisfaction that from the $2,451,523 described as “unknown debit memos, etc.,” an amount of $584,674.27 was transferred to AS in Trust in respect of an Emco purchase. Mr. Dhillon’s understanding was that this was a building in Barrie, Ontario.

[27] Overall, we are satisfied that the source and application of funds prepared by Mr. Dhillon accurately shows the sums of money deposited in the Securus bank Account No. 101-842-3 for the period described, subject to the minor errors in the calculation of the exchange rate from U.S. dollars to Canadian dollars. We accept the accuracy of the application of those funds,making allowance for the USD $800,000 applied to ALLC which were never deposited in the account.

[28] Mr. Dhillon then confirmed that Staff received a number of documents from RBC indicating that offshore individuals were calling RBC inquiring whether their entities, corporate or otherwise, had accounts at RBC.

[29] In Ex. 11, Vol. 12, Tabs 4-8 inclusive, are found email communications between RBC and TJ, a German investor, forwarded to Mr. Dhillon. Included are copies of an account summary TJ received from Dr. Uri Moelkner. An account summary on RBC letterhead shows a credit of €1,445,600. At Tab 6 is a communication from Securus Fund, L.P. (“Securus Fund”), 108 West 13th Street, Wilmington, Delaware, 19801, U.S.A.

[30] TJ confirmed to RBC that he had never heard of Shaun McErlean.

[31] In Vol. 12, Tabs 1-20, entered as Ex. 12, are email communications between RBC and one DH, representing a corporate entity JCNGNBH. TJ was inquiring about an RBC Acc. No. 102-8223 with a further account reference of 7205414. In Tab 14 at p. 63, is a letter on Securus Fund letterhead with an address of 29 Boo Lane, Pawley Islands, Georgetown, Delaware, U.S.A. to JCNGNBH over the purported signature of Shaun McErlean. Also included is a confidential private placement memorandum of Securus (Tab 17) and a limited partnership agreement of Securus Fund. The general partner is shown to be Oristi Holdings S.A. and a signature purported to be that of Shaun McErlean is affixed. In Vol. 12, Tab 21, entered as Ex. 13, are a number of inconsequential emails.

[32] In Ex. 14, Vol. 12, Tabs 23-25 inclusive, are documents concerning Tobias Haessner, a witness in this proceeding, including emails, banking documents and account statements with reference to MT REG. Mr. Haessner sought confirmation that MT REG had an RBC Acc. No. 720 6920A, containing €1 million.

[33] At Tab 23, there is an email from Mr. Haessner setting out account numbers for each of TK, MT REG, RW, MVWP and EAEB. The evidence of Mr. Dickson of RBC will establish that these accounts were non-existent. At Tab 25, there is an email from Shaun McErlean to KM, a U.S. citizen living in Durham, North Carolina, and Mr. Haessner, in which Mr. McErlean complains about his loss, the misguided shady business people he got involved with and instructs them to inform all clients “thatour business relation has come to an end. I will transfer all funds to the account details that I have on file. I’m done.”

[34] The following Exhibits were also entered through Mr. Dhillon:

(1) Exs. 15, 15A and 16 containing email correspondence between Staff and Shaun McErlean;

(2) Ex. 17, Vol. 9, Tabs 1-10 inclusive being the transcript of Shaun McErlean’s voluntary interview dated August 13, 2010;

(3) Ex. 18, Vol. 9, Tabs 11-14 being a transcript of Shaun McErlean’s compelled interview dated August 20, 2010;

(4) Ex. 19, Vol. 2 in its entirety containing documents pertaining to Right Step Solutions Inc., Radical Rods, Rides & Restoration Inc. (“Radical Rods”) and R3 Auto and Finance Inc. regarding customer profiles and various account statements and banking documents;

(5) Ex. 20, Vol. 10, Tabs 1-9 inclusive containing incorporation documents and bank documents referring to the companies set out in (4), above;


July 26, 2012 (2012) 35 OSCB 6865

(6) Ex. 21, Vol. 5, Tabs 1-3, contains RT Wood Natural Energy Corp. documents;

(7) Ex. 22, Vol. 16, Tab 5 is a sales history report identifying the Securus real estate purchase from Emco Limited, a property in Barrie occupied by Securus interests; and

(8) Ex. 23, Vol. 13, Tabs 2-7 contains orders and directions of the Commission and the Supreme Court of Justice (Ontario).

[35] In cross-examination by Mr. McErlean, Mr. Dhillon acknowledged that he told Mr. McErlean at the end of his voluntary interview “We appreciate that you’ve come down, and you’ve been cooperative with us, and you answered our questions. We appreciate that.”

[36] Mr. McErlean’s cross-examination of Mr. Dhillon provides little assistance to the Panel. Understandably, Mr. McErlean was unfamiliar with the techniques of cross-examination and on many occasions attempted to put in evidence circumstances of which Mr. Dhillon was unaware. His questions involved jumping from exhibits to exhibits without providing any clarity to the point Mr. McErlean was making.

[37] Considerable time was spent on asking Mr. Dhillon why he swore an affidavit that the false bank statements were prepared by Securus. Mr. Dhillon tried to explain that at that point in the investigation the name Securus was at the top of thedocuments. It was nothing more nor less than that.

[38] Ex. 24, Vol. 13, Tabs 8-10, contains certificates regarding Aquiesce, Securus and Shaun McErlean.

[39] Mr. McErlean also spent considerable time on the words “investment advisor” hand-written in the banking documents for Securus referred to earlier in these Reasons. We have concluded that the appearance of those words in the banking documents is not evidence that Mr. McErlean was advising investors.

[40] However, Mr. McErlean noted that Mr. Dhillon had sworn an affidavit that he, Mr. McErlean, acknowledged “that the investors who advanced these funds into the RBC account have generally promised a guaranteed rate of 5%.” Mr. Dhillon was pressed on the point and finally acknowledged that nowhere in the voluntary interview did Mr. McErlean say there was a guaranteed return.

[41] During the cross-examination of Mr. Dhillon, Mr. McErlean entered Exs. 25-29. We find them of no value and they play no part in our decision.

[42] In re-examination, Staff entered Ex. 30, including investigative notes of Mr. Dhillon dated August 17, 2010. Entered as Ex. 31, was a transcript which was of no assistance to the Panel.

B. Richard Radu

[43] Mr. Radu is a Senior Investigator in the Enforcement Branch of the Commission. His evidence may be found in Tr. Vol. 3, pp. 67-122 and Tr. Vol. 4, pp. 16-95. From 1988 to 1999 he was a member of the Royal Canadian Mounted Police (the “RCMP”). For eight of those years he was in Commercial Crimes, specifically assigned to the Market and Securities Unit. Before he joined the RCMP, he was an assistant manager with the Bank of Nova Scotia in Saskatchewan.

[44] After familiarizing himself with the file on Shaun McErlean, he conducted a telephone interview with KM. He made notes of the interview and incorporated them in his will-say statement. KM is a U.S. citizen living in Durham, North Carolina. Hemet Mr. McErlean before January 2009 when Mr. McErlean worked at TD Bank. Sometime after their first meeting, Mr. McErlean called KM to advise that he wanted to leave TD Bank and start his own company. He asked KM to invest up to a $1,000,000 towards the $4,000,000 in total he felt he needed.

[45] KM told Mr. Radu he owned a dormant company, Securus Fund. He spoke with a friend of his, DF, about setting up an operation with Mr. McErlean to bring in clients. Finally a partnership was organized, including KM’s friend, DF, Dr. Uli Moelkner and Mr. McErlean.

[46] Funds were to be deposited with Securus Fund and Mr. McErlean would be the trader, with zero risk to the clients. Mr. McErlean was to open an account in the name of Securus Fund and then open an account for each client and to provide appropriate documentation. KM told Mr. Radu that Mr. McErlean was to do all of the trading, that he never doubted Mr. McErlean; he knew Mr. McErlean’s aunt, known as MI, very well.

[47] Following TK’s investment, KM noticed the account was in the name of “Securus Capital Inc.” and not “Securus Fund, L.P.” Mr. McErlean told KM that they couldn’t use the word “Fund” so he used “Capital Inc.”. Mr. McErlean assured KM that


July 26, 2012 (2012) 35 OSCB 6866

Securus was in the name of the four partners but never did provide KM with confirming documentation. It was only later that KM discovered that Mr. McErlean had sole control of the Securus account.

[48] Following the creation of the partnership, KM discovered that Dr. Moelkner was involved in a law suit in Germany and so KM removed Dr. Moelkner from Securus Fund.

[49] Five clients provided approximately €1,000,000 for a total of €5,500,000. According to KM in his conversation with Mr. Radu, the sum should still be there. KM said that he received RBC records from Mr. McErlean regarding separate accounts for each client. However, when he contacted someone at RBC, he was told the Commission had frozen the Securus account on August 12, 2010.

[50] Mr. McErlean’s aunt, MI, told KM that Mr. McErlean used Securus for other purposes of which KM was not aware. KM received no money from Securus on a monthly basis. An entity by the name of Cascade received three payments of $25,000 each. KM ended the interview by agreeing to provide Staff with documents. Mr. Radu subsequently received a wealth of documents from KM. The first set involved Investor MVWP, one of the investors shown on Mr. Dhillon’s Source and Application of Funds. In Vol. 8, Tab 6 were three documents. A document entitled, Asset Management Agreement and Power of Attorney between MVWP and Securus Fund was entered as Ex. 32, Vol. 8, Tab 6, pp. 46-53. A second Asset Management Agreement and Power of Attorney was entered as Ex. 33, Vol. 8, Tab 6, pp. 54-61. This document was signed by MVWP and on behalf of “Secur Capital L.P.” and “Secur Capital Inc.” by S. McErlean and KM. A third document, a letter from MVWP to Mr. McErlean, was entered as Ex. 34, Vol. 8, Tab 6, p. 62 in which he purports to cancel his contract with Securus Fund.

[51] KM sent a further tranche of three documents. The first document is an account application to RBC Direct Investing Inc., signed by MVWP, entered as Ex. 35, Vol. 8, Tab 7, pp. 65-69. The second involves the communication to the Dresdner Bank, involving Investor MVWP transferring €1,000,000 to RBC Acc. No. 526 942A. No such account existed with RBC. This became Ex. 36, Vol. 8, Tab 7, pp. 70-71. The final document is described as a business account statement on the letterhead of RBC confirming over $1,000,000 in Securus Acc. No. 101-842-3, entered as Ex. 37, Vol. 8, Tab 7, p. 72.

[52] Documents involving Investor MT REG and Securus Fund were entered as Exs. 38-43 inclusive. Significant among the documents is Ex. 40, Vol. 8, Tab 4, p. 34, a letter on Securus Fund letterhead, to MT REG confirming the establishment of an account at RBC in Newmarket. The letter is signed by Shaun McErlean.

[53] Exhibit 44, Vol. 8, Tab 3 is a copy of an email from Shaun McErlean to KM enclosing a blank application form to open an account at RBC.

[54] Exhibits 45-56 are all found in Vol. 6, Tabs 3-5 and consist of emails and attachments referencing TK. The emails confirm that TK invested a total of €1,420,000 by transferring sums to Securus. The emails also confirm Mr. McErlean forwarded a fake RBC statement referencing TK’s investment.

[55] Mr. Radu testified about a telephone interview he conducted with NK, a resident of Sedona, Arizona, in the U.S. NK said he invested USD $1,000,000 with Mr. McErlean and Securus to be invested in medium-term notes that are normally sold between banks. He was put in touch with Mr. McErlean by BS and MI. In June 2010, NK travelled to Toronto and set up an account at RBC over which he had control. He said he still has his USD $1,000,000. NK subsequently learned later in 2010 that the Commission had frozen the account.

[56] Subsequently, NK forwarded an email with eight attachments entered as Ex. 57, Vol. 8, Tab 10. In Ex. 58, Vol. 12, Tab 28 are documents confirming NK’s interaction with the Commission’s Contact Center.

[57] In Ex. 59, Vol. 12, Tab 27, are documents flowing from a complaint by VT regarding his account with RBC over which he retained control. He told the Contact Center that the account was opened with the help of BS and MI who, in conjunction withMr. McErlean, offered a minimum investment return of 50% per month from a private placement program. BS and MI were identified as sharing 15% in the program. VT was looking for $2,500,000 from Mr. McErlean based on the promised return.

[58] Finally, Mr. Radu was referred to Vol. 12, Tab 26, entered as Ex. 60. Tab 26 contained documents with respect to the investment of ALLC. Mr. Radu spoke with Mr. A, a representative of AALC, and learned that there was no interest in pursuing ALLC’s loss with the Commission. Mr. A declined to be interviewed.

[59] Mr. Radu identified a transcript of Mr. McErlean’s compelled interview as conducted by Mr. Radu and entered as Ex. 61.

[60] Staff then entered Ex. 62, Vol. 11, all having to do with Mr. Bateman, a witness to be subsequently called.

[61] Mr. Radu was then asked about an interview he conducted with Ms. LK, a resident of Dubai. The interview was conducted on December 8, 2010 and Ms. LK was represented by counsel. Her voluntary interview was entered as Ex. 63, Vol.


July 26, 2012 (2012) 35 OSCB 6867

6, Tabs 6 – 50. In addition, all documents provided to Staff by Ms. LK during her interview at Commission offices may be found in Ex. 64, Vol. 7, Tab 1-9.

[62] In anticipation of LK attending to testify, additional documents were entered through Mr. Radu. Exhibit 65, Vol. 8, Tab 2is a Securus Capital Private Investment Agreement between Securus and Ms. LK. Exhibit 66, Vol. 8, Tab 1 is a private treaty agreement between her and Cartol Limited.

[63] Exhibit 67, Vol. 8, Tabs 11-53 are the telephone records for Mr. McErlean’s residence from January 2009 to September 2010.

[64] Exhibit 68, Vol. 9, Tab 16 is a CD-ROM containing PIN to PIN messages sent from Mr. McErlean’s BlackBerry provided to Staff by Research In Motion.

[65] Mr. McErlean’s cross-examination of Mr. Radu began by asking him to look at Ex. 25, Vol. 6, Tab 1, an Asset Management Agreement and Power of Attorney. Mr. Radu agreed that the font in the first seven pages of the document was quite different from the font on the signature page. Mr. McErlean then referred Mr. Radu to Ex. 25, Vol. 6, Tab 2, p. 28, whichappears to be a stand-alone document in the form of a signature page, much like the one at p. 9 of Tab 1. Mr. Radu said he never questioned KM about the difference in the font size of the signature pages.

[66] Mr. McErlean asked Mr. Radu to examine p. 44 in Vol. 8, Tab 6. The document is an email with three attachments dealing with investor MVWP. At p. 46 is an Asset Management Agreement and Power of Attorney that appears to be signed on p. 53 by MVWP and Dr. Uli Moelkner on behalf of Securus Fund. At p. 54 in the same tab is a Asset Management Agreement and Power of Attorney. Once again, Mr. Radu was asked to compare the font size on the first seven pages of the document with the signature page found at p. 61. Once again, Mr. Radu agreed the font size was different. At p. 62 in the same tab is a letteraddressed to Securus Fund at 108 West Thirteenth Street, Wilmington, Delaware, 19801, U.S.A. and beginning with “Dear Mr. McErlean”. Mr. Radu was asked if he knew how Mr. McErlean received this letter or if he received it. Mr. Radu acknowledged that he did not.

[67] Mr. McErlean then produced 14 pages of hand-written notes made by Mr. Radu during the course of the investigation. The notes were entered as Ex. 69. The gist of his cross-examination on this point was to stress to Mr. Radu that KM was willingto attend for an interview but was never interviewed. After considerable questions and discussion, Mr. Radu acknowledged that KM was repeatedly asked to come and testify. KM continued to say he was willing to do so but never appeared. Also filed on the cross-examination was Ex. 70, a Document Case Assessment sent to Mr. Radu.

[68] The Panel took from Mr. McErlean’s cross-examination of Mr. Radu that we will hear his explanations for the matters raised with Mr. Radu during the cross-examination. A number of inconsistencies were acknowledged by Mr. Radu but he, of course, could offer no explanation for the changes in the font size of some agreements nor why KM apparently was unwilling to appear.

C. James Dickson

[69] Mr. Dickson is a Chartered Accountant and a specialist in investigative and forensic accounting. He is the senior manager for forensic accounting at RBC in the Corporate Investigation Services group. He performed the same function for KPMG in the preceding years before joining RBC.

[70] Mr. Dickson was asked if RBC received a number of requests from companies and individuals residing in Germany. Mr. Dickson stated that requests came in to confirm account balances or account statements for accounts they either held in their own name or as sub-accounts of Securus. The various documents that were provided to Mr. Dickson sometimes referred to Securus Fund and sometimes to Securus. All of the enquiries came from persons who believed they had advanced funds into accounts with RBC. Mr. Dickson’s understanding was that the persons in Germany were making some sort of investment with Securus.

[71] Part of the documentation received included falsified RBC Account Statements. Mr. Dickson’s review confirmed that they did not in fact represent true accounts held with RBC. He identified that the funds in fact were, for the most part, paid into accounts maintained by Securus at RBC. RBC decided to restrain the accounts and conducted a general overview of what had taken place and determined that just under $2,000,000 was remaining in the account at that point. The bank attempted to get in touch with Mr. McErlean, but was not successful and the matter was reported to the Commission.

[72] The investigation revealed that persons in Germany were not clients of RBC nor was Securus Fund. The evidence did establish that the persons in Germany had deposited funds in the account in the name of Securus.


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[73] Mr. Dickson was referred to Ex. 9, Vol. 4, Tabs 1-14 inclusive containing the Securus documents provided to the Commission by RBC. Mr. Dickson confirmed that the documents were the type of documents completed by any company opening an account in the ordinary course.

[74] Mr. Dickson was referred to Ex. 5, Vol. 12, Tab 13, the Statement of Claim filed by ALLC, in which ALLC sued Mr. McErlean and, among others, RBC.

[75] Mr. Dickson confirmed that Aquiesce held an account with RBC. It was his understanding that ALLC had advanced funds to Mr. McErlean and/or Aquiesce for investment purposes in the approximate amount of $2,000,000.

[76] Mr. Dickson was then asked to examine a number of documents purporting to be RBC statements or referencing RBC account numbers. At the end of this exercise, he was asked to look at Ex. 14, Vol. 12, Tab 23, p. 191, which listed TK, MT REG,RW, MVWP and EAEB who appear in the Source and Application of Funds document set out earlier in these Reasons. For each customer, an account number is shown and it was Mr. Dickson’s evidence, which we accept, that the account numbers are false and do not exist at RBC. Mr. Dickson said that the customers listed are not customers of RBC. No accounts at RBC have an ‘A’ at the end of the account number.

[77] Mr. Dickson was taken to Ex. 14, Vol. 12, Tab 25, pp. 211-213 and 214, purporting to be “screenshots” of account statements presumably brought up on a computer screen. Mr. Dickson testified that none of the screenshots were genuine representations of an RBC account at the applicable dates. His investigation showed that all the screenshots were fakes.

[78] We took from Mr. Dickson’s evidence that the only Securus account with RBC was Acc. No. 101-842-3 and any other representation with a different account number held by Securus was bogus.

[79] Mr. Dickson was then asked to review wire transfers from investors that were deposited into the Securus account, entered as Ex. 9, Vol. 4, Tabs 1-14. He confirmed that over $9,000,000 was credited to the account from individuals and entitiesoffshore. In Vol., 4, Tab 4, he identified a wire transfer of CAD $1,480,000 into the account from TK. In Tab 5, he identified awire transfer of CAD $595,980 going into the account from TK. In Tab 6, he identified a wire transfer of €999,972 going into theaccount from RW, representing CAD $1,410,560.50. In Tab 7, he identified the transfer of €1,000,000 going into the account from MT REG. In Tab 8, he identified a wire transfer for €1,000,000 going into the account from MVWP. In Tab 9, he identified awire transfer for CAD $53,160 going into the account from TK. In Tab 10, he identified a wire transfer for USD $557,634 going into the account from Ms. LK. In Tab 11, he identified a wire transfer for USD $896,054.42 going into the account from Ms. LK, of which the Canadian equivalent was CAD $922,488.03. In Tab 12, he identified a wire transfer for USD $46,302 going into the account from Ms. LK, of which the Canadian equivalent was CAD $46,996.53. In Tab 13, he identified a wire transfer of €999,972 going into the account from EAEB, resulting in a conversion to CAD $1,310,963.29. In Tab 14, he identified a wire transfer of USD $1,049,968 going into the account from Ms. LK. Of that amount, USD $800,000 was purchased as a draft for payment to LLF Lawyers, who acted for ALLC. The draft for the $800,000 was created with the funds never going into the account. The balance of the funds after conversion to CAD $258,467 did go into the account.

[80] Mr. Dickson confirmed that as of August 9, 2010 the balance in the Securus account was $1,952,905.39. The account remains under restraint. Mr. Dickson said that RBC made one, possibly two attempts to meet with Mr. McErlean and he was either unavailable or unwilling to meet with an investigator.

[81] Mr. McErlean’s cross-examination of Mr. Dickson was somewhat helter-skelter, directed towards establishing that Mr. McErlean was not trying to avoid a meeting with RBC. This was of little help to the Panel.

[82] However, Mr. McErlean directed Mr. Dickson to Vol. 12, Tab 6, p. 29, where TJ writes to Mr. Barbour of RBC to this effect: “here are the copies of the account summary we got from Dr. Moelkner. There were 11 summaries from Chadstone, this was the first one.” Mr. Dickson was then referred to p. 31 in Tab 6 where appears a purported business account statement on the letterhead of RBC. The statement shows an Acc. No. 101-842-2, the account in the name of TJ and HJ. The balance in the account is shown as €1,445,600. Mr. Dickson confirmed that the statement was bogus and that the sum of €1,445,600 went into the Securus account, not into an account purportedly controlled by TJ and HJ.

[83] Mr. Dickson was then referred to Vol. 12, Tab 9, p. 45, a letter from TJ addressed to the head office of RBC. TJ writes “Allegedly our trustee, Dr. Moelkner (Securusfund) established a bank account with the Acc No. 03342-101-842-2 for me, TJ and my wife, HJ with the Royal Bank of Canada.” TJ goes on to ask for an acknowledgement of the account and the amount of the money which is deposited into the account. Mr. Dickson confirmed that this was not a RBC account.

[84] Staff counsel then returned Mr. Dickson to Ex. 9, Vol. 4, Tabs 4-14. Once again, Mr. Dickson identified these as copies of the wire transfers from investors that were deposited into the Securus account. He confirmed that Euro dollar amounts were converted to Canadian funds and U.S. dollar amounts were also converted in the same manner. The dollar amounts reflected the amounts credited to the various investors in the Source and Application of Funds document reproduced earlier in these Reasons.


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[85] Mr. Dickson also confirmed that the wire transfer by Ms. LK of $1,049,968 was the subject of two drafts, one for USD $800,000 paid to LLF Lawyers and the balance deposited into the Securus account. Mr. Dickson also confirmed that as of August 20, 2010 the balance in the Securus account was $1,952,905.39.

[86] Mr. McErlean’s cross-examination of Mr. Dickson did not assist the Panel.

D. Tobias Haessner

[87] Mr. Haessner is a resident of Crailsheim, Germany and is self employed. He has a degree in political science and subsequently obtained a degree in marketing from the Free University of Berlin.

[88] In 2009, Mr. Haessner met DF, a man with a background and contacts in Africa, specifically African governments. It had always been his goal to develop projects and help finance projects in Africa. Mr. Haessner started to work for DF in 2010. He was to research and investigate different kinds of projects, including renewable energy, solar thermics and geothermics. He ordered feasibility studies, visited scientific congresses and studied the appropriate literature. The plan was to open an office in Botswana in 2010. DF told Mr. Haessner he had some experience in trading, particularly in certain kinds of project financing involving medium-term notes and senior unsubordinated bank debentures. When he started with DF no money had yet been raised for the intended projects.

[89] DF had contacted Uli Moelkner, an alleged friend who claimed to have access to some “really rich clients”. Also, in January 2010, another contact was made with Shaun McErlean who thought he could access RBC and get involved in trading. Shortly put, Uli Moelkner was a fraudster and involved in criminal behaviour. He had no access to financing. Following his arrest in July 2010, he was sentenced to seven and a half years in prison.

[90] In the fall of 2009, DF had been introduced to Mr. McErlean by KM, a resident of the United States. The introduction was via email and telephone; KM never met Mr. McErlean in person. The same was true of Mr. Haessner who got to know Mr. McErlean through email.

[91] A company was established by Uri Moelkner, KM, DF and Shaun McErlean. The company, named Securus Fund, was formed to trade in medium-term notes with funds to be invested by clients, not by Uri Moelkner. During the first month in 2010, it became clear that Mr. McErlean established a second company, Securus, in Canada. Mr. Haessner said it should have been a subsidiary of Securus Fund but that never happened.

[92] The investment plan communicated to clients in Germany was such that their money would be collected and bundled at several sub-accounts at RBC in order to achieve trading power at the main account of Securus. Mr. McErlean told DF and KM that he was able to earn profits, approximately 20% per month. The intention was that a client would receive 5% of the 20% monthly sum, earned or accumulate the 5% monthly, with the balance to be divided among the shareholders and then to be used for project financing. There was no breakdown of how the profits would be distributed amongst the various parties. During the first months, KM, DF, Shaun McErlean and Uri Moelkner received €25,000; another €40,000 went into project financing. There was no written agreement about what would happen with the money.

[93] Five investors put approximately €5,500,000 in the scheme. They were told that they would get their own accounts or sub-accounts at RBC. After completing the account application information at RBC, Mr. McErlean provided DF and Mr. Haessner with an account number. Mr. McErlean wired instructions saying that the money goes to the main account at Securus but for credit to or for the benefit of the named client and in a sub-account number for that client. Shaun McErlean sent RBC account opening forms to Germany and the client filled them out; the forms were returned to Mr. McErlean who provided an account number for that client. The sub-account number was in turn forwarded to the client who then carried out the actual transfer of the funds to the Securus account by wire transfer. All account statements for the client were received from Mr. McErlean, never from RBC. It was originally planned that all clients would get their own internet banking and access at RBC as represented by Mr. McErlean. Later on, he said that RBC had technical problems; for that reason Mr. McErlean provided screenshots of internet banking accounts and account statements.

[94] Account statements were only in the name of Securus and not in the name of the client. Delays developed in timely payments of the monthly sums promised and Uri Moelkner became belligerent in seeking payments for the clients he introduced. Mr. Haessner wrote Mr. McErlean, KM and DF stating that he was unwilling to continue to work in the environment created by arguments over timeliness. In turn, Mr. McErlean wrote that the corporation was coming to an end and he would send all the money back to the clients. Ultimately, the matter was brought to the attention of the Commission.

[95] Mr. Haessner was taken to Vol. 15, Tabs 1-12 inclusive which contained a series of email communications from Mr. McErlean to Messrs. Haessner and DF and corresponding emails in reply. Included in the material furnished by Shaun McErlean regarding the clients’ accounts with RBC are fake screenshots and fake account statements as identified earlier by Mr. Dickson.The emails reveal a picture of clients in Germany wondering where there money was, why they were not receiving confirmation of their sub-account, and why they were not receiving monthly payouts. It is obvious to us that Mr. McErlean was doing


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everything in his power to put off the inevitable discovery of his deception by using fake RBC bank statements and fake RBC screen shots of the account.

[96] Mr. McErlean’s cross-examination of Mr. Haessner did not assist the Panel.

E. Ms. LK

[97] Ms. LK has been a resident of Dubai, United Arab Emirates, for the past 15 years. She owns two companies in Dubai, one which buys and sells commodities, the other active in real estate. Her evidence may be found in Tr. Vol. 8, pp. 4-81.

[98] LK confirmed that Mr. Richard Radu of the Commission emailed her in the fall of 2010. Arrangements were made for LK to come to Toronto in December 2010 to be interviewed at the offices of the Commission. She brought with her a book of documents containing all the relevant documents and emails with people she dealt with involving her investment with Securus.

[99] She was asked to examine Ex. 64, Vol. 7, Tabs 1-9, and she confirmed that it contained the documents involving Securus.

[100] LK described how she met two persons, named Steve Carleson and Benny Tolentino, while in the United Arab Emirates. Mr. Carleson was from the United States and Mr. Tolentino from the Philippines. She described Mr. Carleson as a retired banker who was trading in financial instruments. Messrs. Carleson and Tolentino told her “a lot of stories” about how well they were doing in investing in financial instruments. Ultimately, LK signed an agreement with Cartol Limited, a company owned by Messrs. Carleson and Tolentino (Ex. 64, Vol. 7, Tab 1, pp. 2-7). The agreement called for LK to invest USD $1,500,000 “as collateral in a matched funds program and private placement transaction”. She was required to complete a set of “compliance” documents, apparently to satisfy international banking regulations. She was also required to complete an application for an account with RBC. It was explained to her that her investment would be held by the bank in a separate account controlled by heras collateral for the investment program. Once all the documents were completed to the satisfaction of Messrs. Carleson and Tolentino, LK was passed on to one Brian Smith, located in the United States, and described as the owner of the trading platform. Her communication with Brian Smith was entirely by emails.

[101] Brian Smith explained to Ms. LK that her initial attempt to open an account with RBC was unsuccessful because it should have been sent to Securus. She was assured that she would have access to the account and that she would receive the profit from her investment weekly.

[102] Having sent $1,500,000 to Securus, LK repeatedly asked who her manager was at RBC and who the trader was. She kept getting put off by Brian Smith. Ultimately, she asked to receive a “screenshot” of her account. It was at this point she learned that the trader was Shaun McErlean and that her funds were deposited in the Securus account with RBC. In Ex. 64, Tab 1, pp. 50-52, are three transfer of funds documents evidencing LK’s investments in Securus totalling USD $1,500,000 and referring to her RBC Acc. No. 5147894A. As we learned earlier from Mr. Dickson, this account did not exist. At Tab 1, p. 49, there is evidence of a further approximately USD $1 million transferred to Securus, again referencing the same bank account with RBC 5147894A.

[103] LK testified that after she transferred USD $1,500,000, in June of 2010 she was never able to get access to “her account”. She received countless excuses from Brian Smith and subsequently from Shaun McErlean. In Ex. 64, Tab 2, are a series of emails from Brian Smith to LK. They confirm LK’s evidence that she received nothing but excuses from Mr. Smith as to why it was not possible to have her account with RBC and not have the money under the control of Securus.

[104] In Ex. 64, Tab 9 are 80 emails from LK to Shaun McErlean, running from July 15, 2010 to December 1, 2010. The overall tenor of the emails is LK’s demand that she receive confirmation that her funds were secure and under her control. Not until November 6, 2010 did she finally lose patience and threaten legal action.

[105] In Ex. 64, Tab 8 are copies of 76 emails sent by Shaun McErlean to LK. Each email is either designed to reassure LK that her money was in a separate account with RBC, or to explain why the separate account did not materialize.

[106] From July 8, 2010 to September 2, 2010, Shaun McErlean sent 23 emails either promising LK she would receive confirmation of her separate account with RBC, or putting off her inquiries. The Commission’s temporary cease-trade order against Securus was issued August 12, 2010. No mention of this was disclosed to LK until September 3, 2010, over three weeks later.

[107] On September 3, 2010 Shaun McErlean emailed LK confirming the existence of the temporary cease-trade order. Since this “had made conducting business extremely difficult”, he told LK “I’m looking to move in a different direction”. He explained he was looking for a single partner in his business venture, and then offered the opportunity to LK.


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[108] From September 3, 2010 to December 1, 2010, Shaun McErlean sent a further 53 emails to LK, promising a resolution of her matter, while still describing the business plan in which he invited her to participate.

[109] We find the emails to be total fabrications on the part of Mr. McErlean designed to explain why the banking problem could not be solved. The various excuses all bear the classic hallmark of a consummate fraudster attempting to put off the inevitable discovery of his scheme.

[110] Ms. LK has not recovered any part of the USD $2,500,000 she transferred to Securus.

III. RESPONDENT WITNESSES

A. Jack Bateman (called out of order on consent of the parties)

[111] Mr. Bateman lives in Newmarket and is a certified electrician. In the Fall of 2008, he incorporated a company called Warrior One MMA Ltd. (“Warrior One”), of which he was the sole shareholder and director. The company put on live events for mixed martial arts exhibitions. He staged three such events in 2009 in the province of Québec. He estimated it took $200,000 to$250,000 to put on one such event. He financed the events through himself and through his family.

[112] Mr. Bateman met Mr. McErlean in the fall of 2009. He learned that Mr. McErlean had a business that developed underfunded and understaffed companies such as his. In the early spring of 2010, Mr. Bateman called on Mr. McErlean because he was looking for a partner to help put on the events. This, he said, involved a tremendous amount of work. The work included booking the venues, hiring the fighters, organising television contracts and sponsorships. For the three events in 2009, WarriorOne paid the expenses, including those sums paid in advance by way of deposit. Revenue came from ticket sales and merchandise.

[113] Mr. Bateman said that originally a small amount of money came in to Warrior One’s account to pay for expenses but the revenue never came into the company. After 2009, Mr. McErlean was funding expenses outside Warrior One and paid them directly to whomever money was owed. The bulk of the revenues did not come to Warrior One, to the effect that everything was being done outside the company.

[114] The first show in 2010 was put on in Montréal. It was not a financial success because, Mr. Bateman said, the promotion of the show was not done correctly. He said Mr. McErlean and his company, Dreams to Reality, had taken over that portion of the responsibilities. There was also a problem with lack of alcohol at the event – alcohol was neither ordered nor delivered.

[115] Mr. Bateman then embarked on a story that has all the earmarks of bad crime-fiction. Following the second show in Halifax, Mr. Bateman picked up a cheque from Halifax Regional Municipality for $27,000 in favour of Warrior One. After he picked up the cheque, a gentleman he believed to be with the Italian mafia drove to his house in Newmarket. Having learned from his father of the man’s arrival, Mr. Bateman called some police friends in Newmarket who sent an undercover officer to sitacross the street from Mr. Bateman’s house. The man from Montréal told Mr. Bateman that he was owed $5,000 and that if he didn’t have the money by 12 noon on Friday that he and his colleagues would kill Mr. Bateman.

[116] Mr. Bateman called Mr. McErlean and told him of the threat he received. Mr. McErlean called back the same night and said, “it was dealt with”. Mr. Bateman then had a call from the man from Montréal saying that it had not been dealt with. Eventually Mr. McErlean told Mr. Bateman to come and pick up a cheque. The cheque may be found in Vol. 11, Tab 3, pp. 67-68. The cheque is made by Halifax Regional Municipality payable to “Warrior I” for $27,297.01. On the back is Shaun McErlean’s signature and an endorsement which reads, “signed over to Right Steps Solutions Inc. by Shaun McErlean, owner of W-1. Loan Repayment”. Mr. McErlean told him to take the cheque and cash it and pay the man from Montréal and pay the remainder of the expenses left over from the Halifax show. Mr. Bateman completed his story by saying he set up a sting with theOrganized Crime Unit of the York Regional Police so that when the man from Montréal met him at the bank, Mr. Bateman handed over the cash while the crime unit filmed the meeting.

[117] In cross-examination, Mr. McErlean recalled to Mr. Bateman that Mr. Bateman received $100,000 by way of loan from Aquiesce. Mr. McErlean drew his attention to Vol. 1, Tab 29, p. 336, the bank statements for Aquiesce, showing a transfer from Aquiesce for $100,000 on September 1, 2009. He then referred Mr. Bateman Vol. 1, Tab 29, p. 342 showing $100,000 deposited into the TD Canada Trust account of Warrior One. Mr. Bateman said that his original evidence was mistaken and apologized.

B. Shaun McErlean

[118] Shaun McErlean lives in Newmarket, Ontario with his wife, Sarah McErlean. At the beginning of his testimony he told the Panel he was going to include a lot of information which might not seem relevant. He also assured the Panel that at some point it would become relevant. He certainly carried through with his first assurance; he was less successful with his second.


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[119] Mr. McErlean described his attendance at the University of Western Ontario where he obtained a degree in administrative and commercial studies. Following university, he took a position with CIBC as a customer service representative in October, 2002. He moved to CIBC Private Banking and became licensed with the Mutual Fund Dealers Association. In October of 2004, he moved to CIBC Wood Gundy and had his Commission certification upgraded to a Registered Representative. Over the next four years, Mr. McErlean “won every investing award that CIBC Wood Gundy had to offer.”

[120] In 2008, Mr. McErlean said that the economic downturn caused him to consider his occupation. He couldn’t handle watching people in his portfolio lose money based on the recommendations he made. His attendance at work became sporadic; he missed trades and trader reports. Whatever errors he made, he covered from his own money; he did not disclose the majority of those errors that occurred in November and December of 2008.

[121] In January, 2009, CIBC Wood Gundy suspended Mr. McErlean for not disclosing an outside business activity and for what they deemed to be irregular banking activities. In April of 2009, Mr. McErlean learned that Investment Industry RegulatoryOrganization of Canada (“IIROC”) wanted to conduct a voluntary interview with him. Mr. McErlean told IIROC that CIBC had all of the answers that they were looking for and more.

[122] Mr. McErlean then described a business plan he chose to pursue, a plan developed by him and his wife. He described in considerable detail the plight of the small business person who had “no clue how to operate the day-to-day aspects of a business.” These small business owners found financing difficult and Mr. McErlean, as a business consultant, would help these business owners.

[123] In December, 2008, Mr. McErlean set up a sole proprietorship under the Ontario Business Names Act called Aquiesce, mentioned earlier in these Reasons in paragraph 7. Aquiesce would provide financial consulting services and financial resources necessary to allow small-sized companies to become successful. In lieu of a fee, Mr. McErlean was looking for a percentage of those companies. He found that raising money for Aquiesce was difficult. In the end he relied on assistance from his parents, loans from aunts, uncles, family friends and a few former clients from Wood Gundy. He began what he called the “buy in process” of the first of his companies, Radical Rods. That company was owned by his father-in-law and was engaged in renovation and repair of classical cars.

[124] Mr. McErlean described his efforts to obtain capital from a number of investors ending up with CK, who had a network of six to eight individuals with cash-flow. CK introduced them to him in May, 2009. There were three in particular: ALLC, who advanced USD $2 million; Mr. AW who advanced USD $1 million; and a gentleman named JG, who never advanced anything. Mr. McErlean stated he was “astounded” when CK arranged to have USD $ 2 million transferred to the Aquiesce business account at TD Bank. He said he was only looking for $750,000 to $1 million. He used $570,000 to consolidate all of the small loans that he had taken from family and friends and $1.4 million was placed in an account at TD Waterhouse in the name of Aquiesce.

[125] CK arranged for AW to forward USD $1 million into the Aquiesce account. AW chose to have his money sent back to him within a few months. Mr. McErlean said AW was re-paid the USD $1 million plus something for interest earned during the time he controlled those funds. A considerable amount of time was spent in identifying the transfer of funds to AW over a periodof several months. Considerable time was spent identifying when the repayments were made. Mr. McErlean later produced a document (Ex. 73) showing AW was re-paid USD $1 million in five payments ending September 14, 2009. The same exhibit shows repayments to ALLC of USD $ 2 million on July 20 and July 28, 2010.

[126] Mr. McErlean completed his evidence on Aquiesce by testifying that everything was informal, there were no written agreements and there was no description of what any bonus or incentives would have been. He acknowledged that his arrangement with these investors wasn’t professional and that mistakes were made.

[127] In August, 2009, Mr. and Mrs. McErlean turned their attention from Aquiesce and took their original concept of assistingsmall business owners “to the next level”. Mr. McErlean incorporated Right Step Solutions Inc. (“Right Step”) and secured a website. There were to be three parts to the website: companies that the McErlean’s partnered with whose dreams they were helping to become a reality; people who had done something to achieve their dream and a charitable section where they would help someone else achieve some type of dream. The Panel heard considerable evidence about their efforts carrying out charitable works, evidence which does not assist us. Towards the end of 2009, Mrs. McErlean left her employment to work with Right Step full time.

[128] Mr. McErlean then told us of his first meeting with Dr. Uli Moelkner and DF. They were introduced by KM, someone Mr. McErlean had met earlier. He described Dr. Moelkner and DF as successful businessmen engaged in African projects of a humanitarian nature. Mr. McErlean said it made sense for him to move forward in a working relationship with Dr. Moelkner and DF. To this end, KM signed over 75% of his hedge fund, named Securus Fund, to Dr. Moelkner retaining 25% for himself, DF and Mr. McErlean. Mr. McErlean was asked to incorporate a company in Canada which he did, Securus, wholly-owned by Mr. McErlean. The intention was that Dr. Moelkner would arrange for investors that he knew to transfer funds to Securus. Mr.


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McErlean described the plan as one where he would do his business in Canada, Dr. Moelkner, KM and DF would run the African projects and any non-Canadian business, with DF to be responsible for ensuring that the investing clients were happy.

[129] We heard considerable evidence about attempts to carry out projects, humanitarian and otherwise, in Africa. That evidence is of no assistance to us.

[130] On February 1, 2010, the first transfer from the German clients of Dr. Moelkner arrive from someone known as TK. He sent €1 million to Securus. The total received by Securus from four German investors are shown on Ex. 10 (Vol. 13, Tab 1, p. 1)as follows:

TK (three transfers) $2,129,140

RW (€999,972) $1,410,560

MT REG (€1 million) $1,390,700

MVWP (€1 million) $1,369,400

[131] In March of 2010, Mr. McErlean received a telephone call from one Brian Doherty who warned him about Dr. Moelkner whom he described as having a very bad reputation for walking away with people’s funds. He decided to look into Dr. Moelkner’s reputation in Europe and drew his concerns to the attention of DF. DF responded with a glowing defence of Dr. Moelkner. To make a long story short, Mr. McErlean, KM and DF finally learned that Dr. Moelkner was indeed dishonest, and had been tried and convicted of fraud.

[132] Mr. McErlean spent day two testifying about the application of funds shown on Ex. 10, (Vol. 13, Tab 1, p. 1), entitled Source and Application of Funds for the Securus bank account number 03342-101-842-3 for the period December 22, 2009 to August 9, 2010. It will be recalled that this document was prepared by Mr. Dhillon.

[133] Mr. McErlean first drew the Panel’s attention to evidence supporting the payments to ALLC against the funds advanced by ALLC of USD $2 million. In addition to the $1,049,700 shown on Ex. 10 as paid to the lawyers in trust for ALLC, Mr. McErleanproduced evidence, which we accept, showing that all the sums payable to ALLC by way of settlement included an annual interest rate of 10%. Similarly, Mr. McErlean filled in a hole in his earlier testimony that satisfied the Panel that entire sumsowing to AW were returned to him. Mr. McErlean then testified as to sums invested in R3 Auto and Finance Inc. and what he expected to recover by way of the monthly payments were the sums loaned to the high-credit risk borrowers. He did not dispute that Securus advanced $717,007 to R3 Auto and Finance as shown on Ex. 10. We find ALLC and AW were repaid with money advanced by subsequent investors in Securus, such as Ms. LK.

[134] Mr. McErlean described his participation in RT Wood Natural Energy Corp (“RT Wood”). Mr McErlean disputed the amount of $389,000 advanced to RT Wood as shown on Ex. 10. His evidence satisfied us that Securus advanced $934,000 to RT Wood.

[135] Mr. McErlean then turned to the payments shown on Ex. 10 to MD and AD in the amount of $75,000, together with a single payment of $20,000 to RS. These sums, Mr. McErlean explained, were spent to acquire Barrie Core Wellness. Mr. McErlean confirmed that the total paid to MD and AD and RS for the interest in Barrie Core Wellness was $135,000, which purchased a 50% interest in the business for Right Step.

[136] Mr. McErlean then dealt with the purchase of a building in Barrie to be used by his father-in-law’s company, Radical Rods, as well as R3 Auto & Finance and a few other companies. We took from Mr. McErlean’s evidence and from Ex. 78, filed, that the total amount expended by Securus to acquire the Barrie property for Radical Rods and others was $1,181,000 approximately.

[137] Mr. McErlean introduced Ex. 80 purporting to be a list of expenses incurred by Securus in promoting the Warrior One exhibitions. The expenses total $1,107,000 approximately and Mr. McErlean testified that the income from the exhibitions was $692,000 approximately after making allowances for repayment of HST. Mr. McErlean estimates the loss on the promotion to be in the neighbourhood of $300,000.

[138] It should be borne in mind that these conclusions by the Panel do not begin to adequately describe the fractured, complex and sometimes incomprehensible testimony of Mr. McErlean. This, we find, to be partly explained by the lack of documents setting out the relationships, the obligations and the agreements for loan repayments, etc. that one would expect to find. It may be further explained by Mr. McErlean’s unfamiliarity with presenting evidence in a manner of this kind. Nevertheless, we are satisfied on the balance of probabilities given by Mr. McErlean that the figures referred to earlier in the testimony given on day two to be close to accurate.


July 26, 2012 (2012) 35 OSCB 6874

[139] On March 30, 2012, Mr. McErlean appeared and asked for an adjournment as his father had fallen ill. The matter was adjourned until Monday, April 2, 2012 at 11:00 a.m.

[140] Mr. McErlean appeared with a number of lending agreements and other documents relating to the various companies in which Securus had invested money. They were entered as Exs. 84 – 92. The Panel identified them all as non-arms-length lending agreements and the documents speak for themselves. Nothing further produced or spoken by Mr. McErlean was of any assistance to the Panel. Cross-examination by Mr. Britton started after the lunch recess.

[141] In cross-examination, Mr. Britton, Staff counsel, began by confirming Mr. McErlean’s employment with CIBC Wood Gundy. He obtained confirmation that of the $2 million advanced to Aquiesce, $570,000 approximately was used to pay off relatives and former clients who had advanced money to him. He further obtained confirmation that Mr. McErlean transferred about $1.4 million from the sums advanced into a trading account at TD Waterhouse, which he used to trade equity. A further USD $1 million from AW was also transferred into the trading account. Mr. McErlean confirmed that it was clear that AW and ALLC were advancing money to him to invest in enterprises that Mr. McErlean thought would be profitable and that they would be repaid out of the profits earned by his investing.

[142] Mr. Britton took Mr. McErlean through the events leading up to his engagements with Dr. Moelkner, DF and KM. Mr. Britton then embarked upon a long series of questions centered on emails purportedly sent by Mr. McErlean to KM, DF and Dr. Moelkner. The series of questions are found at Tr. Vol. 12, pp. 60-133.

[143] A pattern of the examination was established early on when Mr. McErlean was asked about a certain email, purportedly from him to AM dated October 26, 2009. Mr. McErlean declared it to be a forgery. He explained that the emails originated on DF’s computer. It was put to Mr. McErlean that his evidence was to the effect that DF, or someone, composed fraudulent emails and forgeries. Mr. McErlean replied that this was so.

[144] The cross-examination continued with specific references to individual emails. The pattern of response was that emails apparently damaging to Mr. McErlean’s defence were declared to be forgeries and those emails either neutral or in his favour were identified as being genuine.

[145] Mr. Britton then turned his questions to the relationship between Mr. McErlean and LK. Mr. McErlean confirmed that his aunt, MI played a part in introducing LK to him, along with BS and KM. Mr. McErlean was asked to look at the agreement between Securus and LK found in Vol. 7, Tab 1, p. 43. The agreement had been provided to Staff by LK. Mr. McErlean’s attention was drawn to a clause in the agreement which recited that the funds loaned by LK would remain under the investor’s sole control during the period of the agreement. Mr. McErlean testified that the clause was not in the agreement that he prepared and sent to BS. He said either BS or KM changed the agreement he forwarded to them. Mr. McErlean also said the initials at the bottom of each page of the agreement were his, that certain clauses were added, which were not in the original document he forwarded to BS. He concluded by confirming that the document was a forgery. There then followed a series of questions involving LK’s attempt to open a bank account with RBC in order to retain control of her funds. Various emails and documents indicating that Mr. McErlean was attempting to get the funds transferred to the Securus account were shown to Mr. McErlean. The same pattern of questions and answers continued; if there was an email or document, which apparently contradicted Mr. McErlean’s position in this matter, he declared it a forgery. If a document was neutral or supported his position he acknowledged its authenticity.

[146] Mr. Britton’s continued cross-examination of Mr. McErlean centered on the relationship between Ms. LK and Mr. McErlean. Mr. McErlean was referred to numerous emails and telephone records that seemed to indicate that Mr. McErlean was deceiving LK about where her funds were. Mr. McErlean’s responses continued to follow the same pattern as the previous days’ cross-examination. If her emails alleged misrepresentations by Mr. McErlean that were harmful to his defence, he declared them to be forgeries.

[147] One exchange from this portion of the cross-examination gave the Panel an inkling of how Mr. McErlean approached his relationships with investors:

Q: You told her I’m wiring you your funds; they’ll be there whenever, when you didn’t have the money?

A: Officially, no.

Q. Officially? What is officially? You didn’t have the money, right?

A. I went to various people looking to raise enough funds, and in October of 2009, there was an investment group in Washington DC which was exceptionally interested in our natural energy company. They were looking to invest funds with us which not only would [LK] have been repaid, everybody would have been repaid. Nothing ever came of that.


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I was told two to three times: Funds are en route; funds are en route. I even provided a copy of the contract for [Mr. F]’s partner to look at the contract to make sure that it was going to be legit, as opposed to doing things like I used to do them, and more official, and the funds never arose despite how many times I was told that they were sent.

And unfortunately, throughout this entire process, if somebody tells me they’re going to do this, I believe them, and unfortunately, in many instances, I will turn around and convey that message to somebody else.

[148] This answer is typical of many of Mr. McErlean’s responses. His explanation for his seemingly deceitful actions were either his signature was forged, someone changed documents without his knowledge, or his inability to pay was someone else’s fault.

[149] Mr. Britton concluded his cross-examination by obtaining confirmation of payments made by Mr. McErlean to a number of relatives and friends from whom he borrowed money, and, in addition, to former clients from CIBC Wood Gundy who loaned him money.

[150] Finally, it was put to Mr. McErlean that IIROC commenced a proceeding against him alleging he personally compensated two of his clients for losses in their accounts without knowledge or approval of his member firm, CIBC Wood Gundy. IIROC further alleged he made discretionary trades in the account of a client without first having the client’s written authorization or having the account approved as discretionary by CIBC Wood Gundy. The IIROC Panel found the allegations were established.

[151] In response, Mr. McErlean gave a long explanation why he was unable to mount a proper defence because CIBC Wood Gundy had lost a hard drive. He is currently intending to appeal IIROC’s decision.

[152] The matter was adjourned to Thursday, April 5, 2012 for Mr. McErlean’s re-examination.

[153] Mr. McErlean began his re-examination of himself by offering an explanation of why it appeared he was misleading LK as to transfer of her funds in Securus to her. He said his intentions were sincere but the timing of the extension of the cease-trade orders that froze the Securus bank account made it seem as if he was misleading LK. He offered an explanation for signing a Securus Fund document indicating he was an officer. He explained that he was excited. He acknowledged he should not have signed it based on some of the wording in the document.

[154] He then referred to Vol. 1, Tab 1, p. 67, a bank account of Aquiesce. The document shows a series of transfers into the account via email. These transfers, Mr. McErlean said, were examples of funds that were deposited by individuals who were providing him some of the capital he needed up front, which he would later be repaying. These investors were mainly family and friends. The information was produced to show that the funds from the sale of a house property by the McErleans were used to pay business expenses. The proceeds of the house sale were ultimately intended to build a swimming pool.

[155] There then followed a series of payments identified by Mr. McErlean in Vol. 3, Tab 3, p. 49 and following, which he described as repayments of loans made to him or investments in the various businesses, most of which were operated by family members. He acknowledged that his business accounts and personal accounts were “co-mingled”. This concluded Mr. McErlean’s evidence.

C. John Ford

[156] In 2000, Mr. Ford graduated from the International Academy of Design and worked in Toronto building websites.

[157] Following a meeting with Mr. McErlean, Mr. Ford’s company, 33rd Design, was formed with Right Step having a partial interest. The new company does all the design for the companies that Right Step has an interest in. While the company was getting off the ground, the McErleans proposed that Mr. Ford live with them in lieu of salary. In addition, he was provided withthe necessary equipment to produce print design, video and marketing. Mr. Ford described the work he did for Radical Rods, RT Wood and Warrior One, among others. It was Mr. Ford’s opinion that all of the companies that Right Step was involved in were doing well.

[158] In cross-examination, Mr. Britton drew his attention to numerous payments going into his bank account from Securus in varying amounts. Mr. Ford was extremely vague as to the reason for these payments, but he assumed they represented salary and sometimes dividends from Right Step. Mr. Ford’s evidence only confirmed what we already knew – that funds from Securus were supporting Mr. McErlean’s investment enterprises.


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D. Shande Alexi Mizzi

[159] Ms. Mizzi started working with Right Step in February of 2011. Her current responsibilities include the day-to-day operations for R3 Auto and Finance. She also does any day-to-day activities that need to be done as far as administration for Right Step. She estimates she puts in 37 hours a week.

[160] Ms. Mizzi was shown a document that set out all the R3 Auto and Finance clients, their monthly payments, the registration numbers for their liens and the total loans each client maintains. There were approximately 70 loans outstanding.

[161] Ms. Mizzi was asked about Right Step Renovations, which as it turned out, was operated by her boyfriend with whom she has been together for seven years. Evidently, the boyfriend, Allan Rewega, originally worked on the renovations for RadicalRods.

[162] In cross-examination, Mr. Britton asked one question – was Allan Rewega related to Mr. McErlean. She replied that Sarah McErlean, Mr. McErlean’s wife, is Allan Rewega’s sister. That concluded the cross-examination.

E. Joni Rewega

[163] Ms. Rewega is Mr. McErlean’s sister-in-law. She has recently taken on some bookkeeping duties for Right Step. She works with the Barrie Core Wellness Center and has been there for approximately five years. She confirmed previous testimony about Right Step’s purchase from MD and AD and Right Step’s acquisition of a partial ownership in the wellness centre.

[164] Ms. Rewega also did volunteer work for Warrior One and its attempts to get off the ground.

[165] In cross-examination, Mr. Britton asked if she knew the net revenue of Barrie Core Wellness Center – she replied she did not.

F. Gary Nicholls

[166] Mr. Nicholls is Mr. McErlean’s father-in-law and is in charge of Radical Rods. He described in considerable detail the acquisition of the property in Barrie and the renovations and additions undertaken to enlarge the building to 17,000 square feet. An email sent by Mr. McErlean to Mr. Britton with attached photographs dated August 26, 2010 was introduced as Exhibit 98. Mr. Nicholls described the work that was carried out as indicated in the photographs.

[167] Mr. Nicholls attention was drawn to a number of payments to various entities which he described as directly connected with the renovations and equipment required for the operation of Radical Rods.

[168] Mr. Nicholls concluded his evidence by acknowledging that the operation of Radical Rods was “breaking even”.

G. Sarah McErlean

[169] Ms. McErlean graduated from Humber College in the fitness and health promotion program and worked in that area until October 2009. She has worked for Right Step and in the latter five months has also been working with Lululemon Athletica.She confirmed Mr. McErlean’s evidence that Right Step was intended to help people follow their dreams and to inspire others to do great things with their lives. She said that Right Step was not taking on new clients for the present. Right Step is focusing on the people and its companies in which it currently has an interest.

[170] Ms. McErlean confirmed that Right Step operates out of the McErlean home in Newmarket and that, currently, John Ford and Shande Alexi Mizzi work out of that location. Mr. McErlean also confirmed the agreement whereby Mr. Ford lived in the house for a while and recently moved. Ms. McErlean described her role with Right Step as recruiting staff, managing the day-to-day operations, marketing, event planning and preparing administrative documents. In addition, she prepares the content, writing and copy writing for the websites. She works with Mr. Ford to make sure the marketing strategies are prepared for each of the businesses.

[171] Ms. McErlean described the efforts of Right Step to make a success of Warrior One and testified that when the Commission froze the Securus bank account, the business relationship with Jack Bateman dissolved.

[172] The bulk of Ms. McErlean’s evidence confirmed the relationships that Right Step had with the various companies in which it had an interest or tried to promote. Her evidence on this topic was of little or no assistance to the Panel since it merely confirmed what previous witnesses had said. In cross-examination, Mr. Britton questioned her about the personal bank accounts operated by Ms. McErlean and her husband and the source of the funds for those bank accounts. This evidence was not particularly helpful for the Panel, inasmuch as Mr. McErlean already conceded that the source of the funds for the support of the


July 26, 2012 (2012) 35 OSCB 6877

various businesses, the payments to Mr. Nicholls and Mr. Ford and the payment of the McErlean’s personal expenses all came from the Securus bank account.

[173] Staff counsel chose not to call any evidence in reply and that concluded the hearing on the merits.

IV. THE APPLICABLE LAW

A. Standard of Proof

[174] The standard of proof in this proceeding is the civil standard of proof of the balance of probabilities. The Panel must scrutinize the evidence with care and be satisfied whether it is more likely than not that the allegations occurred (F.H. v. McDougall, [2008] 3 S.C.R. 4, at para. 40).

B. The Use of Hearsay Evidence

[175] Some of the evidence introduced during the merits hearing was hearsay evidence. Subsection 15(1) of the StatutoryPowers Procedure Act, R.S.O. 1990, c. S.22, as amended (the “SPPA”) allows for the admission of hearsay evidence in Commission proceedings. Subsection 15(1) of the SPPA provides:

What is admissible in evidence at a hearing

15.(1) Subject to subsections (2) and (3), a tribunal may admit as evidence at a hearing, whether or not given or proven under oath or affirmation or admissible as evidence in a court,

(a) any oral testimony; and

(b) any document or other thing,

relevant to the subject matter of the proceeding and may act on such evidence, but the tribunal may exclude anything unduly repetitious.

[176] In The Law of Evidence, it is stated that:

In proceeding before most administrative tribunals and labour arbitration boards, hearsay evidence is freely admissible and its weight is a matter for the tribunal or board to decide, unless the receipt would amount to a clear denial of natural justice. So long as hearsay evidence is relevant it can serve as the basis for the decision, whether or not it is supported by other evidence which would be admissible in a court of law.

(John Sopinka, Sidney N. Lederman & Alan W. Bryant, The Law of Evidence Canada, 2d ed. (Markham, Ont: LexisNexis Butterworths, 1999) at p. 308)

[177] In Rex Diamond, the Divisional Court dismissed an appeal of a Commission decision based on the ground that the panel’s decision relied upon unreliable hearsay. In dismissing the appeal, Nordheimer J. observed that:

(i) the Commission is expressly entitled by statute to consider hearsay evidence;

(ii) hearsay evidence is not, in law, necessarily less reliable than direct evidence...

(Rex Diamond Mining v. (Ontario Securities Commission), [2010] O.J. No. 3422 (“Rex Diamond”) at para. 4)

[178] Although hearsay is admissible pursuant to subsection 15(1) of the SPPA, the Panel must determine the appropriate weight to be given to the evidence. The Panel must take a careful approach and avoid undue reliance upon uncorroborated evidence that lacks sufficient indicia of reliability (Re Maple Leaf Investment Corp. (2011), 34 O.S.C.B 11551 at para. 46).

C. Securities Act Fraud

[179] Subsection 126.1(b) of the Act prohibits conduct relating to securities that a person or company knows or reasonably ought to know would perpetrate a fraud. Subsection 126.1(b) of the Act states:

126.1 Fraud and Market Manipulation – A person or company shall not, directly or indirectly, engage or participate in any act, practice or course of conduct relating to securities […] that the person or company knows or reasonably ought to know […]

(b) perpetrates a fraud on any person or company.


July 26, 2012 (2012) 35 OSCB 6878

[180] In previous decisions, this Commission has adopted the interpretation of the fraud provision in provincial securities legislation as set out by the British Columbia Court of Appeal in the Anderson decision. In Anderson, the British Columbia Court of Appeal held that the fraud provision in the British Columbia Securities Act, which is similar to the Ontario provision, requires proof of the same elements of fraud as in a prosecution under the Criminal Code. The fraud provision in the Act merely broadens the ambit of liability to those who knew or reasonably ought to have known that a person or company engaged in conduct that perpetrated a fraud. The words “knows or reasonably ought to know” do not diminish the requirement of Staff to prove subjective knowledge of the facts concerning the dishonest act by someone accused of fraud. As McKenzie J. stated at para. 26:

…I find that it is clear that s. 57(b) [the fraud provision in the British Columbia Securities Act] does not dispense with proof of fraud, including proof a guilty mind. Derry v. Peak (1889), 14 A.C. 337 (H.L.) confirmed that a dishonest intent is required for fraud. Section 57(b) simply widens the prohibition against those who know or ought to know that a fraud is being perpetrated by others, as well as those who participate in perpetrating the fraud. It does not eliminate proof of fraud, including proof of subjective knowledge of the facts concerning the dishonest act by someone involved in the transaction.

(Anderson v. British Columbia (Securities Commission) (2004), 192 B.C.C.A. 7 at para. 26; leave to appeal to the Supreme Court of Canada denied [2004], S.C.C.A. No. 81 (S.C.C.))

[181] In previous decisions, this Commission has also referred to the legal test for fraud set out in the leading case of Théroux. In this decision, McLachlin J. (as she then was) summarized he elements of fraud:

… the actus reus of the offence of fraud will be established by proof of:

1. the prohibited act be it an act of deceit, a falsehood or some other fraudulent means; and

2. deprivation caused by the prohibited act, which may consist in actual loss or putting of the victim’s pecuniary interests at risk.

Correspondingly, the mens rea of fraud is established by proof of:

1. subjective knowledge of the prohibited act; and

2. subjective knowledge that the prohibited act could have as a consequence the deprivation of another (which deprivation may consist of knowledge that the victim’s pecuniary interest are put at risk).

(R v. Théroux, [1993] 2 S.C.R. 5 (S.C.C.) (“Théroux”) at para. 27)

[182] The act of fraud is established by two elements: a dishonest act and deprivation. The dishonest act is established by proof of deceit, falsehood or other fraudulent means. Deprivation is established by proof of detriment, prejudice or risk of prejudice to the economic interests of the victims caused by the dishonest act.

[183] A dishonest act may be established by proof of “other fraudulent means.” Other fraudulent means encompasses all other means other than deceit or falsehood which can properly be characterized as dishonest. The courts have included within the meaning of “other fraudulent means” the unauthorized diversion of funds and the unauthorized arrogation of funds or property. The use of investors’ funds in an unauthorized manner has been determined to be “other fraudulent means” (R. v. Currie, [1984] O.J. No. 147 (Ont. CA) pp. 3-4).

[184] The second element of the actus reus of fraud is deprivation. Actual economic loss suffered by the victim may establish deprivation but it is not required. Prejudice or risk of prejudice to an economic interest is sufficient.

[185] The mental element of fraud is established by proof of subjective knowledge of the prohibited act and subjective knowledge that the prohibited act would have the deprivation of another as a consequence. The subjective knowledge can be inferred from the totality of the evidence (Théroux, above, at para. 27).

D. Trading Without Registration

[186] Between January 22, 2009 and September 28, 2009, subsection 25(1)(a) of the Act prohibited trading in securities without being registered with the Commission. Subsection 25(1)(a) of the Act provided:


July 26, 2012 (2012) 35 OSCB 6879

No person or company shall,

(a) trade in a security […] unless the person or company is registered as a dealer, or is registered as a salesperson or as a partner or as an officer of a registered dealer and is acting on behalf of the dealer,

[…]

and the registration has been made in accordance with Ontario securities law […]

[187] On September 28, 2009, subsection 25(1)(a) of the Act was repealed and was replaced by subsection 25(1) which provides that:

Unless a person or company is exempt under Ontario securities law from the requirement to comply with this subsection, the person or company shall not engage in or hold himself, herself or itself out as engaging in the business of trading in securities unless the person or company

(a) is registered in accordance with Ontario securities law as a dealer; or

(b) is a representative registered in accordance with Ontario securities law as a dealing representative of a registered dealer and is acting on behalf of the registered dealer.

(a) Trade in Security

[188] With respect to the phrase “trade in a security” used in s. 25(1)(a) and s. 53(1) of the Act or “trading in securities” used in s. 25(1) of the Act, the definition of “trade” or “trading” under subsection 1(1) of the Act provides for a broad definition that includes any sale or disposition of a security for valuable consideration, including any act, advertisement, solicitation, conduct or negotiation directly or indirectly in furtherance of such a sale or disposition.

(b) Acts in Furtherance of Trade

[189] The jurisprudence in this area reflects a contextual approach to determine whether non-registered individuals or companies have engaged in acts in furtherance of a trade. A contextual approach examines the totality of the conduct and the setting in which the acts have occurred, as well as the proximity of the acts to an actual or potential trade in securities. Theprimary consideration of the contextual approach is the effect the acts had on those to whom they were directed (Re Momentas Corp. (2006), 29 O.S.C.B. 7408 at para. 77).

[190] The Ontario Court of Justice stressed the broadly-framed definition of “trade” stating that “the legislature has chosen todefine the term and they have chosen to define it broadly in order to encompass almost every conceivable transaction in securities” (R. v. Sussman, [1993] O.J. No. 4359, at paras. 46-48).

[191] In addition, taking steps to facilitate the mechanical, or logistical, aspects of trading has also been found by the Commission to be an act in furtherance of a trade. In Re Lett, investors transferred, deposited or caused to be deposited funds into the accounts of the corporate respondents, which had been opened by an individual respondent. The Commission found that the investors’ funds were deposited into the accounts and accepted by the respondents for the purpose of selling securities. By accepting investors’ funds which were to be invested, the Commission held that all of the respondents had carried out acts infurtherance of trades (Re Lett (2004), 27 O.S.C.B. 3215 at para. 60).

(c) Not Necessary to Complete Trade

[192] The respondent does not have to have direct contact or make a direct solicitation of an investor for an act to constitutean act in furtherance of a trade. An act in furtherance of a trade does not require that an investment contract be completed orthat an actual trade otherwise occur. Any claim that an actual trade must occur for there to be an act in furtherance of a tradewould necessarily limit the effectiveness and negate the purpose of the Act, which is to regulate those who trade, or who purport to trade, in securities (Re First Federal Capital (Canada) Corp. (2004), 27 O.S.C.B. 1603 at paras. 46-47 and 51).

(d) Definition of Security

[193] The definition of a security provided for in subsection 1(1)(n) of the Act includes any investment contract. “Investment contract” is not a term defined in the Act but its interpretation has been the subject of a long line of established jurisprudence.

[194] In the leading case, Pacific Coast Coin, the Supreme Court of Canada considered and reviewed the test established by the United States Supreme Court in Howey: “Does the scheme involve an investment of money in a common enterprise, with


July 26, 2012 (2012) 35 OSCB 6880

profits to come solely from the efforts of others?” (Pacific Coast Coin Exchange of Canada v. Ontario (Securities Commission),[1978] 2 S.C.R. 112 (“Pacific Coast Coin”) at pp. 10-11; (Securities and Exchange Commission v. W.J. Howey Co., 328 U.S. 293 (1946) (“Howey”) at pp. 289-299).

[195] In deciding Pacific Coast Coin, supra, the Supreme Court of Canada relied upon a decision of the Supreme Court of Hawaii to craft a risk capital approach to defining an investment contract. The Hawaiian Court stated that:

[T]he salient feature of securities sales is the public solicitation of venture capital to be used in a business enterprise … This subjection of the investor’s money to the risks of an enterprise over which he exercises no managerial control is the basic economic reality of a security transaction.

(State of Hawaii, Commissioner of Securities v. Hawaii Market Center, Inc. 485 P. 2d 105 (1971) at p. 3)

[196] As formulated by the Supreme Court of Canada, the test for the existence of an “investment contract” thus requires:

(1) an investment of money;

(2) with an intention or expectation of profit;

(3) in a common enterprise, in which the fortunes of the investor are interwoven with and dependent upon the efforts and success of those seeking the investment or of third parties; and

(4) where the efforts made by those other than the investor are undeniably significant ones, those essential managerial efforts which affect the failure or success of the enterprise.

(Pacific Coast Coin, above, at p. 11 (Q.L.))

[197] The application of the investment contract test formulated by the Supreme Court of Canada in Pacific Coast Coin must be consonant with the important public policy goals and mandate of the Commission. To achieve the purposes of the Act, the definition of “investment contract” must embody a flexible rather than a static principle, one that adapts to the countless investment schemes devised by those who seek to use others’ money on the promise of profits (Pacific Coast Coin, above, at p. 10 (Q.L.)).

(e) Meaning of Distribution of Securities

[198] Subection 53 (1) of the Act provides that no person or company shall trade in a security if the trade would be a distribution of the security unless a preliminary prospectus and a prospectus have been filed and receipted by the Director.

[199] A distribution is defined in subsection 1(1)(a) of the Act to mean a “trade in securities of an issuer that have not been previously issued.”

[200] The meaning of distribution flows from the policy of the Act which is to provide full disclosure relating to a security to an investor before the security is purchased:

Distributions are trades in securities in which the information asymmetry between the buyer and the seller is likely to be at its greatest, with the buyers having the greatest risk of being taken advantage of. If a trade constitutes a distribution, the issuer is required to assemble, publicly file and distribute to all buyers an informational document known as a prospectus.

(Jeffrey G. MacIntosh and Christopher C. Nichols, Securities Law (Toronto, Ontario: Irwin Law, 2002) at p. 59)

(f) Advising Without Registration

[201] Between January 22, 2009 and September 28, 2009, subsection 25(1)(c) of the Act provided that:

No person or company shall,

(c) act as an adviser unless the person or company is registered as an adviser, …

… and the registration has been made in accordance with Ontario securities law. …


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[202] On September 28, 2009, the Act was amended. Subsection 25(1)(c) was repealed and replaced with subsection 25(3). It provides:

Unless a person or company is exempt under Ontario securities law from the requirement to comply with this subsection, the person or company shall not engage in the business of, or hold himself, herself or itself out as engaging in the business of advising anyone with respect to investing in, buying or selling securities unless the person or company,

(a) is registered in accordance with Ontario securities law as an adviser; …

[203] In Doulis, the Commission set out the law respecting advising in a Staff application for a Temporary Order:

A person is acting as an adviser if the person (i) offers an opinion about an issuer or its securities, or makes a recommendation about an investment in an issuer or its securities, and (ii) if the opinion or recommendation is offered in a manner that reflects a business purpose[….]

… As the Commission stated in Costello, Re (2003), 26 O.S.C.B. 1617 (Ont. Sec. Comm.), [t]he trigger for registration as an adviser is not doing one or more acts that constitute the giving of advice, but engaging in the business of “advising”[…]

It is because advising involves offering an opinion or recommendation to others that the Act requires advisers to be registered with the Commission and to meet certain conditions as to their education and experience. In Gregory & Co. v. Quebec Sec. Commission (1961), 28 D.L.R. (2d) 721 (S.C.C.), at p. 725, the Supreme Court of Canada held that:

The paramount object of the Act is to ensure that persons who, in the province, carry on the business of trading in securities or acting as investment counsel, shall be honest and of good repute and, in this way, to protect the public, in the Province or elsewhere, from being defrauded as a result of certain activities initiated in the Province by persons therein carrying on such a business.

(Re Doulis (2011), 24 O.S.C.B. 9597 at paras. 28-30)

V. ANALYSIS

(a) The Fraud Allegation

[204] Mr. McErlean’s fraudulent activities flow from his interaction with three sets of investors – the Aquiesce investors, theGerman investors and Ms. LK. We find that Mr. McErlean represented to all the investors that their money would be segregated in a separate account and would be used as collateral for investments in guaranteed, high-return trading. None of the money from the three sets of investors was used for that purpose. None of the money was kept separate and apart from the Securus bank account as was represented to the investors. Steps were taken by Mr. McErlean through the use of fake screenshots and fake bank account numbers to deceive investors into thinking their funds were separate and secure. All of the investor funds were used by Mr. McErlean to pay personal expenses, to repay previous investors and to invest in private companies in which he or his family members had a financial interest.

[205] These dishonest acts caused investors’ funds to be placed at risk or lost entirely. Funds were used to pay off personal expenses and repay previous investors. Other funds were used to make capital contributions into high-risk enterprises. It matters not whether these investments were successful, which they were not. His actions exposed the investors to risk. These actions constitute the actus reus of fraud.

[206] We infer from the totality of the evidence and find that Mr. McErlean’s dishonest acts were deliberate and intentional. His actions were designed to deceive investors and were carried out with the knowledge that his dishonest acts could have the consequences of depriving the investors.

[207] We find Mr. McErlean to be an unreliable and untrustworthy witness. We agree with Staff’s submission that he had to be aware of the terms upon which investors advanced their funds. Our ordinary life experience and common sense tells us that the investors would not surrender their funds to Mr. McErlean for the purposes to which they were put. Overseas investors, whether from the United States, Germany or Dubai, are highly unlikely to forward vast sums to someone whom they do not know without having been provided with the varied guarantees that Mr. McErlean dishonestly provided to them.

[208] We find no evidence of the viability of any of the businesses in which Mr. McErlean invested. Gary Nicholls said Radical Rods was breaking even. Warrior One folded due to the freeze order. No financial statements for any of the “viable


July 26, 2012 (2012) 35 OSCB 6882

businesses” were produced. As Staff points out, even if the businesses were flourishing, the acts of fraud took place by puttingthe investors’ funds at risk and in deceiving investors by saying their funds were in a segregated account.

[209] In his written submissions, Mr. McErlean submits that the amounts he received from investors were loans. We reject this submission. None of the normal indicia of a loan can be found in the evidence. All Mr. McErlean’s efforts were directed topersuading the investors their funds were safely segregated in a separate account to which only they had access.

[210] We reject entirely Mr. McErlean’s evidence that the German intermediaries concocted fake evidence and forged his signature to implicate him in wrongdoing. We find he attempted to deceive the Panel. Nothing in the documentary evidence supports his claim that he is the victim of fraudulent conduct. We find the mental element of fraud to have been established.

(b) Trading Allegations

[211] We find that Mr. McErlean engaged in trading securities. The agreements between Aquiesce and investors and Securus and investors were investment contracts which are included in the definition of a security under the Act. Investors advanced the funds with the intention or expectation of profit. Fortunes of the investors depended upon the efforts of Mr. McErlean. His efforts affected the success or failure of those investments.

[212] Mr. McErlean traded in securities, including the agreements involving Ms. LK and ED, which amounted to a direct act of trading. He also acted in furtherance of a trade by controlling the accounts into which investor funds were deposited. He forwarded the account opening documentation to the intermediaries for investors to complete. He provided the necessary instructions to arrange for the transfer of funds to the bank accounts under his control, while generating fictitious sub-accountnumbers for the investors. He was not registered to trade securities nor was he exempted from the dealer registration requirement. He acted contrary to s. 25(1)(a) of the Act (pre-September 28, 2009) and s. 25(1) (on and post-September 28, 2009). We find Securus acted contrary to s. 25(1) of the Act on and post-September 28, 2009. We find the Respondents engaged in or held themselves out to be engaged in, the business of advising with respect to investing in buying or selling securities. Mr. McErlean did so, while not registered, nor exempt in accordance with Ontario securities law, contrary to s. 25(1)(c) of the Act (pre-September 28, 2009) and to s. 25(3) (on and post-September 28, 2009).

(c) Advising Allegations

[213] Mr. McErlean held himself out to be engaged in the investment business, invited investors to advance money to Aquiesce and Securus on the understanding that the money would be pooled and used to enable him to trade securities. Investors advanced funds to him which Mr. McErlean pooled and made investment decisions on behalf of those investors. Part of the funds invested in Aquiesce were transferred to the TD Waterhouse trading account 72YJ94 where he engaged in discretionary equities trading. Part of the Securus funds were invested in private companies following a discretionary investment decision made by Mr. McErlean.

(d) Trading without Prospectus Allegations

[214] The trades with investors were in securities which had not previously been issued. There was a distribution of securities, contrary to s. 53 of the Act.. Investors were entitled to know that their funds were going to be used to pay Mr. McErlean’s relatives, his personal expenses, repay previous investors and invest in private companies in which Mr. McErlean or his family members had a financial interest. This knowledge would have possibly affected their investment decisions. Securus was obliged to file a prospectus with the Commission providing investors full, true and plain disclosure of all material facts relating to the securities. We find Securus held itself out to be engaged in the business of advising with respect to investing in buying or selling securities contrary to s. 25(3) (on and post-September 28, 2009).

(e) Securus Liability

[215] Mr. McErlean was the directing mind of Securus, thus rendering Securus in breach of trading and advising allegations. In addition, Mr. McErlean’s direction of Securus rendered him in breach of trading and advising allegations as well.

VI. CONCLUSION

[216] We find that:

(a) the Respondents engaged in or participated in an act, practice or course of conduct relating to securities that the Respondents knew, or reasonably ought to have known, perpetrated a fraud on any person or company, contrary to s. 126.1(b) of the Act;

(b) Mr. McErlean traded securities without being registered to trade securities and without an exemption from the dealer registration requirement, contrary to s. 25(1)(a) of the Act;


July 26, 2012 (2012) 35 OSCB 6883

(c) between September 29, 2009 and August 12, 2010, without an exemption from the dealer registration requirement, the Respondents engaged in or held themselves out to be engaged in the business of trading securities without being registered in accordance with Ontario securities law, contrary to s. 25(1) of the Act;

(d) Mr. McErlean acted as an adviser without registration and without an exemption from the adviser registration requirement, contrary to s. 25(1)(c) of the Act;

(e) the Respondents, without an exemption from the adviser registration requirement, engaged in the business of, or held themselves out as engaging in the business of, advising with respect to investing in, buying or selling securities without being registered in accordance with Ontario securities law, contrary to s. 25(3) of the Act;

(f) the Respondents traded securities which was a distribution of securities without having filed a preliminary prospectus or a prospectus with the Director or having an exemption from the prospectus requirement, contrary to s. 53(1) of the Act;

(g) Mr. McErlean, as a director of Securus authorized, permitted or acquiesced in the conduct of Securus contrary to s. 129.2 of the Act and Ontario securities law.

Dated at Toronto this 19th day of July, 2012.

“Vern Krishna” “James D. Carnwath” Vern Krishna, Q.C. James D. Carnwath, Q.C.


July 26, 2012 (2012) 35 OSCB 6884


July 26, 2012 (2012) 35 OSCB 6885

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

Aptilon Corporation 09 Jul 12 20 Jul 12 20 Jul 12

Hotline to HR Inc. 09 Jul 12 20 Jul 12 20 Jul 12

Tranzeo Wireless Technologies Inc. 18 Apr 12 30 Apr 12 30 Apr 12 24 Jul 12

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

July 26, 2012 (2012) 35 OSCB 6886


July 26, 2012 (2012) 35 OSCB 6887

Chapter 6

Request for Comments

6.1.1 Proposed Consequential Amendments to Registration, Prospectus and Continuous Disclosure Rules Related to NI 25-101 Designated Rating Organizations

CSA NOTICE AND REQUEST FOR COMMENTS

PROPOSED CONSEQUENTIAL AMENDMENTS TO REGISTRATION, PROSPECTUS AND CONTINUOUS DISCLOSURE RULES

RELATED TO NATIONAL INSTRUMENT 25-101 DESIGNATED RATING ORGANIZATIONS

1. Introduction

We, the Canadian Securities Administrators (CSA) are publishing for a 90 day comment period proposed amendments to:

• Companion Policy 21-101CP Marketplace Operation (21-101CP)

• National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI31-103)

• Form 31-103F1 Calculation of Excess Working Capital (31-103F1)

• Form 33-109F6 Firm Registration (33-109F6)

• National Instrument 41-101 General Prospectus Requirements (NI 41-101)

• National Instrument 44-101 Short Form Prospectus Distributions (NI 44-101)

• Form 44-101F1 Short Form Prospectus (44-101F1)

• Companion Policy 44-101CP Short Form Prospectus Distributions (44-101CP)

• National Instrument 44-102 Shelf Distributions (NI 44-102)

• Companion Policy 44-102CP Shelf Distributions (44-102CP)

• National Instrument 45-106 Prospectus and Registration Exemptions (NI 45-106)

• National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102)

• National Policy 51-201 Disclosure Standards (NP 51-201)

• National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101)

• National Instrument 81-102 Mutual Funds (NI 81-102)

• Companion Policy 81-102CP Mutual Funds (81-102CP)

• National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106)

(collectively, the DRO Consequential Amendments).


July 26, 2012 (2012) 35 OSCB 6888

The DRO Consequential Amendments are set out in the following appendices to this Notice:

• Appendix A – 21-101CP

• Appendix B – NI 31-103 and 31-103F1

• Appendix C – 33-109F6

• Appendix D – NI 41-101

• Appendix E – NI 44-101, 44-101F1 and 44-101CP

• Appendix F – NI 44-102 and 44-102CP

• Appendix G – NI 45-106

• Appendix H – NI 51-102

• Appendix I – NP 51-201

• Appendix J – NI 81-101

• Appendix K – NI 81-102 and 81-102CP

• Appendix L – NI 81-106

2. Background

On January 27, 2012, the CSA published a notice (the January Notice) regarding the adoption of National Instrument 25-101 Designated Rating Organizations (NI 25-101), related consequential amendments and National Policy 11-205 Process for Designation of Credit Rating Organizations in Multiple Jurisdictions, which came into effect on April 20, 2012. NI 25-101 imposes requirements on those credit rating agencies or organizations (CROs) that wish to have their credit ratings eligible for use in securities legislation by requiring them to apply to become a “designated rating organization” (DRO) and adhere to rules concerning conflicts of interest, governance, conduct, compliance and required filings (the DRO Regime). This regulatory framework is consistent with international regimes applicable to CROs.

In the January Notice, the CSA indicated that, following the implementation of NI 25-101 and the application for designation byinterested CROs, the CSA would propose to make the DRO Consequential Amendments in order to implement the DRO Regime.

On April 30, 2012, the CSA announced the designation of DBRS Limited, Fitch, Inc., Moody’s Canada Inc., and Standard & Poor’s Rating Services (Canada) as DROs under applicable securities legislation, as contemplated under NI 25-101 (the April Designation Orders). The four rating agencies granted DRO status are in compliance in all material respects with U.S. federal securities laws applicable to a nationally recognized statistical rating organization (NRSRO). The April Designation Orders makeeach of the DROs subject to regulation under applicable Canadian securities legislation and provide a six month transition period to fully implement all requirements set out in NI 25-101. Once they have done so, the CSA expect to issue and announce amended and restated designation orders under the terms of NI 25-101.

3. Substance and Purpose of the DRO Consequential Amendments

Many investors and intermediaries rely on credit ratings when making investment decisions about debt securities and other structured products. Canadian securities legislation also includes a number of references to credit ratings. Some of these provisions permit different treatment based on the credit rating. For example, highly rated short-term debt securities can be distributed under an exemption from registration and prospectus requirements1, can be distributed by short-form prospectus2,are “qualified securities”3 for mutual funds and are eligible investments for money-market funds4. These provisions currently include references to “approved rating”, “approved credit rating”, “approved rating organization” and “approved credit rating organization”.

1 See section 2.35 of NI 45-106. 2 See sections 2.3, 2.4 and 2.6 of NI 44-101. 3 See the definition of “qualified security” in section 1.1 of NI 81-102. 4 See the definition of “money market fund” in section 1.1 of NI 81-102.


July 26, 2012 (2012) 35 OSCB 6889

The DRO Consequential Amendments will replace these existing references to “approved rating organization”, and “approved credit rating organization” with “designated rating organization”. Similarly, the terms “approved rating” and “approved credit rating” will be replaced with “designated rating” and amended to include a rating provided by a DRO affiliate, another defined term in NI 25-101.

We are also publishing for comment a related consequential amendment to Item 7.9 of Form 44-101F1 Short Form Prospectusto clarify that the disclosure of an issuer’s relationship with a CRO is limited to the securities being distributed under a short form prospectus.

4. Local Notices and Amendments

Certain jurisdictions are publishing other information required by local securities legislation in Appendix M to this notice.

5. Comments

We request your comments on the DRO Consequential Amendments. Please provide your comments in writing by October 24, 2012. If you are not sending your comments by email, an electronic file containing the submissions should also be provided (Windows format, Word).

Please address your submission to the following Canadian securities regulatory authorities:

British Columbia Securities Commission Alberta Securities Commission Saskatchewan Financial Services Commission Manitoba Securities Commission Ontario Securities Commission Autorité des marchés financiers New Brunswick Securities Commission Superintendent of Securities, Prince Edward Island Nova Scotia Securities Commission Securities Commission of Newfoundland and Labrador Superintendent of Securities, Yukon Territory Superintendent of Securities, Northwest Territories Superintendent of Securities, Nunavut

Please deliver your comments only to the addresses that follow. Your comments will be distributed to the other participating CSA member jurisdictions.

The Secretary Ontario Securities Commission 20 Queen Street West Suite 1900, Box 55 Toronto, Ontario M5H 3S8 Fax: (416) 593-2318 E-mail: [email protected]

Me 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 comments received will be made publicly available and posted at www.osc.gov.on.ca and on the websites of certain other securities regulatory authorities. We cannot keep submissions confidential because securities legislation in certainprovinces requires that a summary of the written comments received during the comment period be published.


July 26, 2012 (2012) 35 OSCB 6890

6. Questions

If you have any questions, please refer them to any of the following:

Frédéric Duguay Legal Counsel, Corporate Finance Ontario Securities Commission 416-593-3677 [email protected]

Katie DeBartolo Accountant, Corporate Finance Ontario Securities Commission 416-593-2166 [email protected]

Lucie J. Roy Senior Policy Advisor Service de la réglementation Surintendance aux marchés des valeurs Autorité des marchés financiers 514-395-0337, ext 4464 [email protected]

Ashlyn D’Aoust Legal Counsel, Corporate Finance Alberta Securities Commission 403-355-4347 [email protected]

Sheryl Thomson Acting Manager, Legal Services Corporate Finance British Columbia Securities Commission 604-899-6778 [email protected]

July 26, 2012


July 26, 2012 (2012) 35 OSCB 6891

APPENDIX A

PROPOSED CHANGES TO COMPANION POLICY 21-101CP MARKETPLACE OPERATION

1. The changes proposed to Companion Policy 21-101CP Marketplace Operation are set out in this Appendix.

2. Subsection 10.1(6) is replaced with the following:

An “investment grade corporate debt security” is a corporate debt security that is rated by a designated rating organization, or its DRO affiliate, that is at or above one of the following rating categories or that is at or above a category that preceded or replaces one of the following rating categories:

Designated Rating Organization

Long Term Debt Short Term Debt

DBRS Limited BBB R-2

Fitch, Inc. BBB F3

Moody’s Canada Inc. Baa Prime-3

Standard & Poor’s Ratings Services (Canada)

BBB A-3

3. The changes become effective on , 2012.


July 26, 2012 (2012) 35 OSCB 6892

APPPENDIX B

PROPOSED AMENDMENTS TO NATIONAL INSTRUMENT 31-103 REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS

1. National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations is amended by this Instrument.

2. Section 8.21 is amended

(a) in subsection (1), by

(i) replacing “approved credit rating” with “designated rating”,

(ii) replacing “approved credit rating organization” with “designated rating organization”,

(iii) after the definition of “designated rating organization”, by adding the following definition:

“DRO affiliate” has the same meaning as in section 1 of National Instrument 25-101 Designated Rating Organizations;, and

(b) in subparagraph (2)(b), by

(i) replacing “an approved credit rating” with “a designated rating”, and

(ii) replacing “an approved credit rating organization” with “a designated rating organization or its DRO affiliate”.

3. Schedule 1 of Form 31-103F1 Calculation of Excess Working Capital (calculating line 9 [market risk]) is amended by replacing “Moody’s Investors Service, Inc. or Standard & Poor’s Corporation” with “Moody’s Canada Inc. or its DRO affiliate or Standard & Poor’s Rating Services (Canada) or its DRO affiliate”.

4. This Instrument comes into force on , 2012.


July 26, 2012 (2012) 35 OSCB 6893

APPENDIX C

PROPOSED AMENDMENTS TO NATIONAL INSTRUMENT 33-109 REGISTRATION INFORMATION

1. National Instrument 33-109 Registration Information is amended by this Instrument.

2. Form 33-109F6 Firm Registration is amended by replacing, in Schedule 1 of Form 31-103F1 Calculation of Excess Working Capital (calculating line 9 [market risk]), “Moody’s Investors Service, Inc. or Standard & Poor’s Corporation” with “Moody’s Canada Inc. or its DRO affiliate or Standard & Poor’s Rating Services (Canada) or its DRO affiliate”.

3. These amendments come into force on , 2012.


July 26, 2012 (2012) 35 OSCB 6894

APPENDIX D

PROPOSED AMENDMENTS TO NATIONAL INSTRUMENT 41-101 GENERAL PROSPECTUS REQUIREMENTS

1. National Instrument 41-101 General Prospectus Requirements is amended by this Instrument.


(a) by replacing “approved rating organization” with “designated rating organization”,

(b) after the definition of “designated foreign jurisdiction”, by adding the following definition:

“DRO affiliate” has the same meaning as in section 1 of NI 25-101;, and

(c) after the definition of “NI 14-101”, by adding the following definition:

“NI 25-101” means National Instrument 25-101 Designated Rating Organizations;.

3. Subsection 7.2(2) is amended by replacing “approved rating organization” with “designated rating organization or its DRO affiliate”, and

4. Subsection 10.1(4) is amended by replacing “an approved rating organization” with “a designated rating organization or its DRO affiliate”.



July 26, 2012 (2012) 35 OSCB 6895

APPENDIX E

PROPOSED AMENDMENTS TO NATIONAL INSTRUMENT 44-101 SHORT FORM PROPSECTUS DISTRIBUTIONS AND COMPANION POLICY

Schedule E-1

Proposed Amendments to National Instrument 44-101 Short Form Prospectus Distributions

1. National Instrument 44-101 Short Form Prospectus Distributions is amended by this Instrument.


(a) by replacing the definition of “approved rating” with the following:

“designated rating” means, for a security, a rating issued by a designated rating organization, or its DRO affiliate, that is at or above one of the following rating categories or that is at or above a category that replaces one of the following rating categories:

Designated Rating Organization Long Term Debt Short Term Debt Preferred Shares

DBRS Limited BBB R-2 Pfd-3

Fitch, Inc. BBB F3 BBB

Moody’s Canada Inc. Baa Prime-3 “baaa”


BBB A-3 P-3

(b) in the definition of “cash equivalent”, by

(i) replacing “an approved rating” wherever it occurs with “a designated rating”, and

(ii) replacing “approved rating organization” with “designated rating organization or its DRO affiliate”, and

(c) after the definition of “current annual financial statements”, by adding the following definition:

“DRO affiliate” has the same meaning as in section 1 of National Instrument 25-101 Designated Rating Organizations;.


(a) in the title, by replacing “Approved Rating” with “Designated Rating”,

(b) in paragraph (1)(e), by

(i) replacing “an approved rating” wherever it occurs with “a designated rating”,

(ii) in subparagraph (e)(ii),

(A) replacing “an approved rating organization” with “a designated rating organization or its DRO affiliate”,

(B) replacing “approved rating” with “designated rating”, and

(iii) in subparagraph (e)(iii), replacing “approved rating organization” with “designated rating organization or its DRO affiliate”.


July 26, 2012 (2012) 35 OSCB 6896

4. Subsection 2.4(1) is amended by

(a) replacing “an approved rating” wherever it occurs with “a designated rating”,

(b) replacing “an approved rating organization” wherever it occurs with “a designated rating organization or its DRO affiliate”,

(c) replacing “any approved rating organization” wherever it occurs with “any designated rating organization or its DRO affiliate”,

(d) in clause (c)(i)(B), replacing “approved rating” with “designated rating”, and

(e) in clause(c)(ii)(B), replacing “approved rating” with “designated rating”.


(a) replacing “an approved rating” wherever it occurs with “a designated rating”,

(b) in subparagraph (c)(ii),

(i) replacing “an approved rating organization” with “a designated rating organization or its DRO affiliate”,

(ii) replacing “approved rating” with “designated rating”, and

(c) in subparagraph (c)(iii), replacing “approved rating organization” with “designated rating organization or its DRO affiliate”.

6. Item 7.9 of Form 44-101F1 is amended by replacing “securities of the issuer that are outstanding, or will be outstanding,” with “the securities being distributed”.



July 26, 2012 (2012) 35 OSCB 6897

Schedule E-2

Proposed Changes to Companion Policy 44-101CP Short Form Prospectus Distributions

1. The changes proposed to Companion Policy 44-101CP Short Form Prospectus Distributions are set out in this Schedule.

2. Subsection 1.7(1) is changed

(a) in the title, by replacing “Approved rating” with “Designated rating”,

(b) by replacing “an approved rating” wherever it occurs with “a designated rating”, and

(c) by replacing “rating agency” wherever it occurs with “designated rating organization or its DRO affiliate”.

3. Section 2.2 is changed by replacing “approved rating” with “designated rating”.

4. Section 2.4 is changed by

(a) replacing “an approved rating” wherever it occurs with “a designated rating”, and

(b) replacing “approved rating organization” with “designated rating organization or its DRO affiliate”.



July 26, 2012 (2012) 35 OSCB 6898

APPENDIX F

PROPOSED AMENDMENTS TO NATIONAL INSTRUMENT 44-102 SHELF DISTRIBUTIONS AND COMPANION POLICY

Schedule F-1

Proposed Amendments to National Instrument 44-102 Shelf Distributions

1. National Instrument 44-102 Shelf Distributions is amended by this Instrument.


(a) in subsection (1), by

(i) replacing “approved rating non-convertible securities” with “designated rating non-convertible securities”,

(ii) replacing “an approved rating” wherever it occurs with “a designated rating”, and

(iii) replacing “approved rating organization” with “designated rating organization or its DRO affiliate”.

(b) in subsection (2), by

(i) replacing “an approved rating” wherever it occurs with “a designated rating”, and

(ii) replacing “approved rating organization” with “designated rating organization or its DRO affiliate”.

(c) in subsection (3), by

(i) replacing “approved rating” wherever it occurs with “designated rating”,

(ii) replacing “an approved rating” wherever it occurs with “a designated rating”,

(iii) in clause (b)(iv)(B), replacing “an approved rating organization” wherever it occurs with “adesignated rating organization or its DRO affiliate”, and

(iv) in clause (b)(iv)(C), replacing “approved rating organization” wherever it occurs with “designated rating organization or its DRO affiliate”.


(a) replacing “approved rating” wherever it occurs with “designated rating”,

(b) replacing “an approved rating” wherever it occurs with “a designated rating”,

(c) replacing “an approved rating organization” wherever it occurs with “a designated rating organization or its DRO affiliate”, and

(d) replacing “any approved rating organization” wherever it occurs with “any designated rating organization or its DRO affiliate”.

4. Section 2.6 is amended by

(a) replacing “approved rating” wherever it occurs with “designated rating”,

(b) replacing “an approved rating” wherever it occurs with “a designated rating”,

(c) replacing “an approved rating organization” wherever it occurs with “a designated rating organization or its DRO affiliate”, and


July 26, 2012 (2012) 35 OSCB 6899

(d) replacing “any approved rating organization” wherever it occurs with “any designated rating organization or its DRO affiliate”.



July 26, 2012 (2012) 35 OSCB 6900

Schedule F-2

Proposed Changes to Companion Policy 44-102CP Shelf Distributions

1. The changes proposed to Companion Policy 44-102CP Shelf Distributions are set out in this Schedule.

2. Subsection 2.6(2) is changed by replacing “approved rating organizations” with “designated rating organizations or their DRO affiliates”.



July 26, 2012 (2012) 35 OSCB 6901

APPENDIX G

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.


(a) by replacing “approved credit rating” with “designated rating”,

(b) by replacing “approved credit rating organization” with “designated rating organization”, and

(c) after the definition of “director”, by adding the following definition:


3. Paragraph 2.34(2)(b) is amended

(a) by replacing “an approved credit rating” with “a designated rating”, and

(b) by replacing “an approved credit rating organization” with “a designated rating organization or its DRO affiliate”.

4. Subsection 2.35(b) is amended






6. Subsection 3.35(b) is amended





July 26, 2012 (2012) 35 OSCB 6902

APPENDIX H

PROPOSED AMENDMENTS TO NATIONAL INSTRUMENT 51-102 CONTINUOUS DISCLOSURE OBLIGATIONS

1. National Instrument 51-102 Continuous Disclosure Obligations is amended by this Instrument.


(a) by replacing the definition of “approved rating organization” with the following:

“designated rating organization” means

(a) each of DBRS Limited, Fitch, Inc., Moody’s Canada Inc., and Standard & Poor’s Ratings Services (Canada), including their DRO affiliates; or

(b) any other credit rating organization that has been designated under securities legislation;, and

(b) after the definition of “date of transition”, by adding the following definition:




July 26, 2012 (2012) 35 OSCB 6903

APPENDIX I

PROPOSED CHANGES TO NATIONAL POLICY 51-201 DISCLOSURE STANDARDS

1. The changes proposed to National Policy 51-201 Disclosure Standards are set out in this Appendix.

2. Subsection 3.3(7) is changed by replacing “approved rating agencies” with “designated rating organizations”.

3. Footnote 19 is changed by replacing “approved rating” with “designated rating”.



July 26, 2012 (2012) 35 OSCB 6904

APPENDIX J

PROPOSED AMENDMENTS TO NATIONAL INSTRUMENT 81-101 MUTUAL FUND PROSPECTUS DISCLOSURE

1. National Instrument 81-101 Mutual Fund Prospectus Disclosure is amended by this Instrument.

2. Subsection 2.6(4) is amended by replacing “an approved rating organization” with “a designated rating organization or its DRO affiliate”.



July 26, 2012 (2012) 35 OSCB 6905

APPENDIX K

PROPOSED AMENDMENTS TO NATIONAL INSTRUMENT 81-102 MUTUAL FUNDS AND COMPANION POLICY

Schedule K-1

Proposed Amendments to National Instrument 81-102 Mutual Funds

1. National Instrument 81-102 Mutual Funds is amended by this Instrument.


(a) by replacing the definition of “approved credit rating” with the following:

“designated rating” means, for a security or instrument, a rating issued by a designated rating organization, or its DRO affiliate, that is at or above one of the following rating categories, or that is at or above a category that replaces one of the following rating categories, if

(a) there has been no announcement by the designated rating organization or its DRO affiliate of which the mutual fund or its manager is or reasonably should be aware that the rating of the security or instrument to which the designated rating was given may be down-graded to a rating category that would not be a designated rating, and

(b) no designated rating organization or any of its DRO affiliates has rated the security or instrument in a rating category that is not a designated rating:

Designated Rating Organization

Commercial Paper/ Short Term Debt

Long Term Debt

DBRS Limited R-1 (low) A

Fitch, Inc. F1 A

Moody’s Canada Inc. P-1 A2


A-1 (Low) A

,

(b) by replacing the definition of “approved credit rating organization” with the following:

“designated rating organization” means

(a) each of DBRS Limited, Fitch, Inc., Moody’s Canada Inc., and Standard & Poor’s Ratings Services (Canada), including their DRO affiliates; or

(b) any other credit rating organization that has been designated under securities legislation;,

(c) in the definition of “cash cover”, by replacing “an approved credit rating” with “a designated rating”,

(d) in the definition of “cash equivalent”, by

(i) replacing “an approved credit rating” wherever it occurs with “a designated rating”, and

(ii) replacing “an approved credit rating organization” with “a designated rating organization or its DRO affiliate”,


July 26, 2012 (2012) 35 OSCB 6906

(e) after the definition of “delta”, by adding the following definition:

“DRO affiliate” has the same meaning as in section 1 of National Instrument 25-101 Designated Rating Organizations;,

(f) in the definition of “floating rate evidence of indebtedness”, by replacing “an approved credit rating”wherever it occurs with “a designated rating”,

(g) in the definition of “money market fund”, by replacing “an approved credit rating” with “a designated rating”,

(h) in the definition of “qualified security”, by

(i) replacing “an approved credit rating” wherever it occurs with “a designated rating”, and

(ii) replacing “an approved credit rating organization” with “a designated rating organization or its DRO affiliate”.


(a) in subsection (1), by replacing “an approved credit rating” wherever it occurs with “a designated rating”,and

(b) in subsection (2), by replacing “approved credit rating” with “designated rating”.

4. Subparagraph 2.12(1)6.(d) is amended

(a) by replacing “an approved credit rating organization” with “a designated rating organization or its DRO affiliate”, and

(b) by replacing “an approved credit rating” with “a designated rating”.

5. Subparagraph 2.18(1)(a)(iii) is amended by replacing “an approved credit rating” with “a designated rating”.


(a) by replacing “an approved rating” with “a designated rating”, and


7. Subsection 4.1(4.1) is amended by replacing “approved rating” with “designated rating”.

8. Subsection 15.3(5) is amended

(a) in paragraph (a), by replacing “an approved credit rating organization” with “a designated rating organization or its DRO affiliate”, and

(b) in paragraphs (b) and (c), by replacing “approved credit rating organization” with “designated rating organization or any of its DRO affiliates”.



July 26, 2012 (2012) 35 OSCB 6907

Schedule K-2

Proposed Changes to Companion Policy 81-102CP Mutual Funds

1. The changes proposed to Companion Policy 81-102CP Mutual Funds are set out in this Schedule.

2. Subsection 3.1(4) is changed by

(a) replacing “approved credit rating organizations” wherever it appears with “designated rating organizations or their DRO affiliates” and,

(b) replacing “Standard & Poor’s” wherever it appears with “Standard & Poor’s Rating Services (Canada) or its DRO affiliate”.

(3) The changes become effective on , 2012.


July 26, 2012 (2012) 35 OSCB 6908

APPENDIX L

PROPOSED AMENDMENTS TO NATIONAL INSTRUMENT 81-106 INVESTMENT FUND CONTINOUS DISCLOSURE

1. National Instrument 81-106 Investment Fund Continuous Disclosure is amended by this Instrument.

2. Paragraph 3.5(6)(d) is amended by replacing “approved credit rating” with “designated rating”.



July 26, 2012 (2012) 35 OSCB 6909

APPENDIX M

ADDITIONAL INFORMATION REQUIRED IN ONTARIO AND LOCAL CONSEQUENTIAL AMENDMENTS

1. Anticipated Costs and Benefits

The DRO Consequential Amendments are proposed in order to fully implement the DRO Regime contemplated in NI 25-101 that came into force on April 20, 2012.

We believe that the overall benefits of the DRO Consequential Amendments will substantially outweigh any costs. The DRO Consequential Amendments will benefit major stakeholders and industry participants, including issuers and CROs that operate in Canada and wish to have their ratings eligible for use in securities legislation. For example, references to “approved rating”and “approved credit rating” are found under the current short form prospectus qualification criteria and the short-term debt prospectus exemption.

2. Alternatives Considered

As indicated in the CSA Notice and Request for Comment, the DRO Consequential Amendments will permit members of the CSA to fully implement the DRO Regime set out in NI 25-101 that came into force on April 20, 2012. In proposing the DRO Consequential Amendments, we did not consider any other alternative.

3. Unpublished materials

In proposing the DRO Consequential Amendments, we have not relied on any significant unpublished study, report, or other written materials.

4. Authority

The following provisions of the Securities Act (Ontario) (the Act) provide the Ontario Securities Commission (the OSC) with authority to adopt the DRO Consequential Amendments, as described in the CSA Notice and Request for Comment.

• Paragraph 143(1)8 authorizes the OSC to prescribe any matter referred to in Part XII (Exemptions form Registration Requirements) as required by the regulations or prescribed by or in the regulations.

• Paragraph 143(1)16 authorizes the OSC to regulate in respect of the distribution of securities or the issuing of receipts.

• Paragraph 143(1)20 authorizes the OSC to prescribe any matter referred to in Part XVII (Exemptions form Prospectus Requirements) as required by the regulations or prescribed by or in the regulations.

• Paragraph 143(1)24 authorizes the OSC to require issuers to comply with Part XVIII of the Act relating to continuous disclosure or to rules made under Paragraph 143(1)22.

• Paragraph 143(1)31 authorizes the OSC to regulate investment funds and the distribution and trading of the securities of investment funds, including prescribing permitted investment policy and investment practices for investment funds and prohibiting or restricting certain investments or investment practices for investment funds.

July 26, 2012


July 26, 2012 (2012) 35 OSCB 6910


July 26, 2012 (2012) 35 OSCB 6911

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

July 26, 2012 (2012) 35 OSCB 6912

Issuer Name Security Insider Name Rel'n Transaction Date T/O Unit Price

Date/Month End Holdings

Acquired/ Disposed

49 North Resources Inc. Common Shares Green, Jeffery Nelson 4 07/19/2012 10 2.24 47,000 -3,000 Aastra Technologies Limited Options Brett, Allan 5 07/17/2012 38 33 132,500 -25,000

Aastra Technologies Limited Options Brett, Allan 5 07/17/2012 38 31 92,500 -40,000

Aastra Technologies Limited Options Francisco, Paulo Antonio 5 07/17/2012 38 33 25,000 -10,000

Aastra Technologies Limited Options Francisco, Paulo Antonio 5 07/17/2012 38 33.1 15,000 -10,000

Aastra Technologies Limited Options Scholaert, Hugues Sebastien Bernard

4, 5 07/17/2012 38 33 85,000 -25,000

Aastra Technologies Limited Options Scholaert, Hugues Sebastien Bernard

4, 5 07/17/2012 38 31 65,000 -20,000

Aastra Technologies Limited Options Shen, Anthony Pius 4, 5 07/17/2012 38 33 330,000 -75,000

Aastra Technologies Limited Options Shen, Anthony Pius 4, 5 07/17/2012 38 31 250,000 -80,000

Aastra Technologies Limited Options Shen, Francis Nelson 4, 5 07/17/2012 38 33 323,000 -75,000

Aastra Technologies Limited Options Shen, Francis Nelson 4, 5 07/17/2012 38 31 243,000 -80,000

Aastra Technologies Limited Options Shortall, Gerald John 4 07/17/2012 38 33 21,750 -2,500

Aastra Technologies Limited Options Shortall, Gerald John 4 07/17/2012 38 31 16,750 -5,000

Aastra Technologies Limited Options Tobia, John 5 07/17/2012 38 33 97,000 -12,000

Aastra Technologies Limited Options Tobia, John 5 07/17/2012 38 31 77,000 -20,000

Aastra Technologies Limited Options Williams, David Michael 4 07/17/2012 38 33 23,000 -2,500

Aastra Technologies Limited Options Williams, David Michael 4 07/17/2012 38 31 18,000 -5,000

Acadian Energy Inc. (formerly York Ridge Lifetech Inc.)

Options Lawrence, Mark Andrew 4 07/09/2012 50 0.4 375,287 100,000

Acadian Energy Inc. (formerly York Ridge Lifetech Inc.)

Options Stulp, Kevin 4 07/09/2012 50 190,000 75,000

Adriana Resources Inc. Common Shares Class "A"

Warner, David 4 06/21/2012 00


Warner, David 4 07/13/2012 10 0.62 20,000


Warner, David 4 07/13/2012 10 0.62 22,000 22,000

Advantage Oil & Gas Ltd. Common Shares Balog, Stephen 4 07/12/2012 57 3.26 25,743 1,863 Advantage Oil & Gas Ltd. Rights Restricted Shares Balog, Stephen 4 07/12/2012 57 5,535 -3,055 Advantage Oil & Gas Ltd. Common Shares Blackwood, Donald Craig 5 07/12/2012 57 3.26 135,890 11,245 Advantage Oil & Gas Ltd. Rights Restricted Shares Blackwood, Donald Craig 5 07/12/2012 57 34,506 -18,434 Advantage Oil & Gas Ltd. Common Shares Bokenfohr, Neil 5 07/12/2012 57 3.26 303,425 16,478 Advantage Oil & Gas Ltd. Rights Restricted Shares Bokenfohr, Neil 5 07/12/2012 57 50,569 -27,014 Advantage Oil & Gas Ltd. Common Shares Cairns, Patrick James 5 07/12/2012 57 3.26 481,458 14,815 Advantage Oil & Gas Ltd. Rights Restricted Shares Cairns, Patrick James 5 07/12/2012 57 43,541 -24,288 Advantage Oil & Gas Ltd. Common Shares Drader, Kelly Ivan 5 07/12/2012 57 3.26 665,264 24,270 Advantage Oil & Gas Ltd. Rights Restricted Shares Drader, Kelly Ivan 5 07/12/2012 57 75,067 -39,786 Advantage Oil & Gas Ltd. Common Shares Haggis, Paul 4 07/12/2012 57 3.26 25,531 1,863 Advantage Oil & Gas Ltd. Rights Restricted Shares Haggis, Paul 4 07/12/2012 57 5,535 -3,055 Advantage Oil & Gas Ltd. Common Shares Howard, John Arnold 4 07/12/2012 57 3.26 33,531 1,863 Advantage Oil & Gas Ltd. Rights Restricted Shares Howard, John Arnold 4 07/12/2012 57 5,535 -3,055 Advantage Oil & Gas Ltd. Common Shares Mah, Andy 5 07/12/2012 57 3.26 446,353 29,627 Advantage Oil & Gas Ltd. Rights Restricted Shares Mah, Andy 5 07/12/2012 57 90,323 -48,568 Advantage Oil & Gas Ltd. Common Shares McIntosh, Ronald A 4 07/12/2012 57 3.26 56,348 1,863 Advantage Oil & Gas Ltd. Rights Restricted Shares McIntosh, Ronald A 4 07/12/2012 57 5,535 -3,055 Advantage Oil & Gas Ltd. Common Shares O'Brien, Sheila 4 07/12/2012 57 3.26 21,216 1,863 Advantage Oil & Gas Ltd. Rights Restricted Shares O'Brien, Sheila 4 07/12/2012 57 5,535 -3,055 Advantage Oil & Gas Ltd. Common Shares Pennycook, Carol 4 07/12/2012 57 3.26 24,068 1,863 Advantage Oil & Gas Ltd. Rights Restricted Shares Pennycook, Carol 4 07/12/2012 57 5,535 -3,055 Advantage Oil & Gas Ltd. Common Shares Sharpe, Steven Blair 4 07/12/2012 57 3.26 33,663 2,813 Advantage Oil & Gas Ltd. Rights Restricted Shares Sharpe, Steven Blair 4 07/12/2012 57 8,356 -4,611 Aecon Group Inc. Common Shares Beck, John Michael 4, 5 07/15/2012 30 12.54 315,880 8,949 Aecon Group Inc. Common Shares Kelly, Gerard Anthony 5 07/15/2012 30 12.54 28,805 1,492 Aecon Group Inc. Common Shares Koenderman, Paul 5 07/15/2012 30 12.54 166,891 3,232 Aecon Group Inc. Common Shares McKibbon, Terrance Lloyd 5 07/15/2012 30 12.54 49,796 8,949 Aecon Group Inc. Common Shares Nackan, Steven Neil 5 07/15/2012 30 12.54 17,511 2,451 Aecon Group Inc. Common Shares Pastirik, Paul Douglas 5 07/15/2012 30 12.54 25,410 1,991 Aecon Group Inc. Common Shares Roberts, Faith Elsie Susan 5 07/15/2012 30 12.54 4,736 747 Aecon Group Inc. Restricted Share Units Roberts, Faith Elsie Susan 5 07/15/2012 30 12.54 8,145 -1,461 Aecon Group Inc. Common Shares Swartz, Lindsay Brian 5 07/15/2012 30 12.54 35,904 2,985 Aecon Group Inc. Restricted Share Units Swartz, Lindsay Brian 5 07/15/2012 30 12.54 10,976 -5,831 AGF Management Limited Common Shares Class B Squibb, Geoffrey Wayne 4 07/20/2012 10 11.17 14,808 349

Insider Reporting

July 26, 2012 (2012) 35 OSCB 6913



Acquired/ Disposed

Agnico-Eagle Mines Limited Common Shares Allan, Don 5 06/30/2012 30 41.42 22,735 381

Agnico-Eagle Mines Limited Common Shares Blackburn, Alain 5 06/30/2012 30 41.42 14,244 396

Agnico-Eagle Mines Limited Common Shares Boyd, Sean 4, 5 06/30/2012 30 41.42 142,527 471

Agnico-Eagle Mines Limited Common Shares Bureau, Pierre 5 06/30/2012 30 41.42 630 190

Agnico-Eagle Mines Limited Common Shares Cafazzo, Lino 5 06/30/2012 30 41.42 2,878 208

Agnico-Eagle Mines Limited Common Shares Cook, Mathew 5 06/30/2012 30 41.42 2,206 146

Agnico-Eagle Mines Limited Common Shares Cousin, Paul 5 06/30/2012 30 41.42 5,207 207

Agnico-Eagle Mines Limited Common Shares Datta, Picklu 5 06/30/2012 30 41.42 3,803 226

Agnico-Eagle Mines Limited Common Shares Gilbert, Patrice 5 06/30/2012 30 41.42 3,804 280

Agnico-Eagle Mines Limited Common Shares Gosselin, Guy 5 06/30/2012 30 41.42 3,067 209

Agnico-Eagle Mines Limited Common Shares Grondin, Louise 5 06/30/2012 30 41.42 17,017 298

Agnico-Eagle Mines Limited Common Shares Haga, Ingmar Erik Johan 5 06/30/2012 30 41.42 6,403 277

Agnico-Eagle Mines Limited Common Shares Haldane, Timothy Quentin 5 06/30/2012 30 40.32 20,867 360

Agnico-Eagle Mines Limited Common Shares Laing, R. Gregory 5 06/30/2012 30 41.42 23,308 379

Agnico-Eagle Mines Limited Common Shares Leclerc, Michel 5 06/30/2012 30 41.42 1,467 224

Agnico-Eagle Mines Limited Common Shares Legault, Marc 5 06/30/2012 30 41.42 20,008 299

Agnico-Eagle Mines Limited Common Shares Medina, Luis Felipe 5 06/30/2012 30 40.32 1,612 214

Agnico-Eagle Mines Limited Common Shares Pellerin, Jean-Luk 5 06/30/2012 30 41.42 618 317

Agnico-Eagle Mines Limited Common Shares Provencher, Christian 5 06/30/2012 30 41.42 1,386 199

Agnico-Eagle Mines Limited Common Shares Racine, Daniel 5 06/30/2012 30 41.42 20,412 372

Agnico-Eagle Mines Limited Common Shares Robitaille, Jean 5 06/30/2012 30 41.42 48,164 379

Agnico-Eagle Mines Limited Common Shares Smith, David 5 06/30/2012 30 41.42 22,932 298

Agnico-Eagle Mines Limited Common Shares Sylvestre, Yvon 5 06/30/2012 30 41.42 15,867 235

Akita Drilling Ltd. Non-Voting Shares AKITA DRILLING 1 07/12/2012 38 10.3953 1,900 1,900 Akita Drilling Ltd. Non-Voting Shares AKITA DRILLING 1 07/12/2012 38 0 -1,900 Akita Drilling Ltd. Non-Voting Shares AKITA DRILLING 1 07/13/2012 38 10.45 1,400 1,400 Akita Drilling Ltd. Non-Voting Shares AKITA DRILLING 1 07/13/2012 38 0 -1,400 ALAMOS GOLD INC Common Shares Fleming, Sharon Lee 5 07/12/2012 10 5,300 5,300 ALAMOS GOLD INC Rights Murphy, Paul 4 02/18/2010 00 ALAMOS GOLD INC Rights Murphy, Paul 4 07/12/2012 56 15.8 25,000 25,000 ALAMOS GOLD INC Options Porter, James 5 07/12/2012 50 15.8 435,000 100,000 Alaris Royalty Corp. Common Shares Colabella, Manijeh Rachel 5 07/16/2012 97 12,895 51 Alaris Royalty Corp. Common Shares Driscoll, Darren John 5 07/16/2012 97 223,928 218 Alaris Royalty Corp. Common Shares King, Stephen Walter 4, 5 07/16/2012 97 425,298 290 Alaris Royalty Corp. Common Shares Neldner, Sherri 5 07/16/2012 97 9,299 34 Alaris Royalty Corp. Common Shares Reid, Stephen 5 07/16/2012 97 227,747 87 Alexandria Minerals Corporation

Common Shares Miranda, Mario Alejandro 5 07/18/2012 10 0.035 100,000 40,000

Algonquin Power & Utilities Corp.

Common Shares Emera Incorporated 3 07/13/2012 36 23,137,006 2,614,006

Algonquin Power & Utilities Corp.

Subscription Rights Emera Incorporated 3 07/13/2012 36 16,053,016 -2,614,006

Alimentation Couche-Tard Inc.

Options Broussard, Jason 5 07/13/2012 51 23.39 50,000 -420


Options Broussard, Jason 5 07/13/2012 51 22.31 45,000 -5,000


Options Broussard, Jason 5 07/13/2012 51 17.74 40,000 -5,000


Subordinate Voting Shares Catégorie B

Broussard, Jason 5 01/01/2008 00



Broussard, Jason 5 07/13/2012 51 48.3126 10,420 10,420



Broussard, Jason 5 07/13/2012 10 48.3126 4,349 -6,071



Broussard, Jason 5 07/13/2012 97 48.3126 0 -4,349

Alimentation Couche-Tard Subordinate Voting Chiovera, Joe 5 07/13/2012 10 47.61 300

Insider Reporting

July 26, 2012 (2012) 35 OSCB 6914



Acquired/ Disposed

Inc. Shares Catégorie B



Chiovera, Joe 5 07/13/2012 10 47.61 300



Chiovera, Joe 5 07/13/2012 10 47.61 1,100 300


Unité d'action fictive Gaustad, Lars 7 07/10/2012 46 44.88 2,356


Unité d'action fictive Gaustad, Lars 7 07/10/2012 46 44.88 2,356 2,356


Unité d'action fictive Høidahl, Hans-Olav 7 07/10/2012 46 44.88 2,900


Unité d'action fictive Høidahl, Hans-Olav 7 07/10/2012 46 44.88 2,900 2,900


Unité d'action fictive Madsen, Jørn 7 07/10/2012 46 44.88 2,684


Unité d'action fictive Madsen, Jørn 7 07/10/2012 46 44.88 2,684 2,684


Unité d'action fictive McCure, Matt 5 07/10/2012 59 41.25 -4,758


Unité d'action fictive McCure, Matt 5 07/10/2012 59 41.25 7,966 -4,758


Unité d'action fictive Nysteen, Klaus-Anders 7 07/10/2012 46 44.88 4,270


Unité d'action fictive Nysteen, Klaus-Anders 7 07/10/2012 46 44.88 4,270 4,270


Unité d'action fictive Palm, Jonas 7 07/10/2012 46 44.88 1,988


Unité d'action fictive Palm, Jonas 7 07/10/2012 46 44.88 1,988 1,988


Unité d'action fictive Romer, Karen 7 07/10/2012 46 44.88 1,258


Unité d'action fictive Romer, Karen 7 07/10/2012 46 44.88 1,258 1,258


Unité d'action fictive Rosén, Sverre 7 07/10/2012 46 44.88 2,014


Unité d'action fictive Rosén, Sverre 7 07/10/2012 46 44.88 2,014 2,014


Unité d'action fictive Støkken, Thomas 7 07/10/2012 46 44.88 2,302


Unité d'action fictive Støkken, Thomas 7 07/10/2012 46 44.88 2,302 2,302


Unité d'action fictive Strand, Ina 7 07/10/2012 46 44.88 2,175


Unité d'action fictive Strand, Ina 7 07/10/2012 46 44.88 2,175 2,175

Allana Potash Corp. (formerly Allana Resources Inc.)

Common Shares Liberty Metals & Mining Holdings, LLC

3 07/11/2012 10 0.55 38,042,103 15,000



3 07/12/2012 10 0.55 38,086,603 44,500



3 07/13/2012 10 0.55 38,158,103 71,500


Common Shares Walters, Diana 6 07/11/2012 10 0.55 38,042,103 15,000





Alliance Mining Corp. Common Shares Anderson, Christopher Ross

5 07/17/2012 10 0.085 1,753,500 37,000

Alliance Mining Corp. Common Shares Anderson, Christopher Ross

5 07/18/2012 10 0.08 1,803,500 50,000

AltaGas Ltd. Rights Performance Units (PU)

Green, Jared Blake 5 07/11/2012 00 3,387

AltaGas Ltd. Rights Restricted Units (RU)

Green, Jared Blake 5 07/11/2012 00 5,492

Altai Resources Inc. Common Shares AU, Maria Pui-Ching 5 07/13/2012 10 0.1 1,260,350 5,000 Alterra Power Corp. Common Shares Bruce, James Matthew

Ilsley 4 07/01/2012 00

Alterra Power Corp. Common Shares Bruce, James Matthew Ilsley

4 07/12/2012 10 0.4499 16,500 16,500


4 07/13/2012 10 0.445 125,000 108,500

Insider Reporting

July 26, 2012 (2012) 35 OSCB 6915



Acquired/ Disposed


4 07/16/2012 10 0.445 200,000 75,000

Alterra Power Corp. Options Bruce, James Matthew Ilsley

4 07/01/2012 00

Alterra Power Corp. Options Bruce, James Matthew Ilsley

4 07/09/2012 50 0.46 50,000 50,000

Altus Group Limited Deferred Share Units Eyton, John Trevor 4 07/16/2012 56 8,437 970 Altus Group Limited Deferred Share Units Gaffney, Thomas Anthony 4 06/01/2012 00 Altus Group Limited Deferred Share Units Gaffney, Thomas Anthony 4 07/16/2012 56 274 274 Altus Group Limited Deferred Share Units MacDiarmid, Diane 4 06/01/2012 00 Altus Group Limited Deferred Share Units MacDiarmid, Diane 4 07/16/2012 56 274 274 Altus Group Limited Deferred Share Units McArthur, Alexander Bruce 4 07/16/2012 56 8,437 970

Altus Group Limited Deferred Share Units Naglie, Harvey 4 07/16/2012 56 8,437 970 Altus Group Limited Deferred Share Units Slavens, Eric W. 4 07/16/2012 56 8,437 970 Altus Group Limited Deferred Share Units Smith, Stuart H.B. 4, 5 07/16/2012 56 5,561 108 Amerigo Resources Ltd Options Gayton, Robert 4 07/17/2012 52 2.23 575,000 -100,000 Amica Mature Lifestyles Inc. Common Shares Allen, Brenda 5 07/12/2012 30 9.11 169

Amica Mature Lifestyles Inc. Common Shares Allen, Brenda 5 07/12/2012 30 9.11 3,125 201

Amica Mature Lifestyles Inc. Common Shares Salgado, Claudia 5 07/12/2012 30 9.11 9,296 279

Amorfix Life Sciences Ltd. Common Shares Interinvest Corporation 3 07/13/2012 10 0.58 8,778,222 -15,000 Amorfix Life Sciences Ltd. Common Shares Interinvest Corporation 3 07/16/2012 10 0.611 8,758,222 -20,000 Anatolia Energy Corp. (formerly Bolivar Energy Corp.)

Common Shares Argiris, Panagiotes Peter 5 07/19/2012 15 0.1 611,194 500,000

Anatolia Energy Corp. (formerly Bolivar Energy Corp.)

Warrants Argiris, Panagiotes Peter 5 06/15/2010 00


Warrants Argiris, Panagiotes Peter 5 07/19/2012 15 500,000 500,000


Common Shares Daniels, Raymond John 4 07/19/2012 15 0.1 534,375 300,000


Warrants Daniels, Raymond John 4 07/19/2012 15 534,375 300,000


Common Shares Dilawri, Lalit Tony 4 07/19/2012 15 0.1 1,397,351 1,000,000


Warrants Dilawri, Lalit Tony 4 07/19/2012 15 1,273,438 1,000,000


Common Shares Layzell, Martin Graham John

5 01/20/2012 00


Common Shares Layzell, Martin Graham John

5 07/19/2012 15 0.1 150,000 150,000


Warrants Layzell, Martin Graham John

5 01/20/2012 00


Warrants Layzell, Martin Graham John

5 07/19/2012 15 150,000 150,000


Common Shares Marchant, Timothy 4 07/19/2012 15 0.1 812,500 500,000


Warrants Marchant, Timothy 4 07/19/2012 15 812,500 500,000


Common Shares McGrath, Patrick John 5 07/19/2012 15 0.1 1,650,000 400,000


Warrants McGrath, Patrick John 5 07/19/2012 15 1,025,000 400,000


Common Shares Pawluk, Richard Walter 5 01/20/2012 00


Common Shares Pawluk, Richard Walter 5 07/19/2012 15 0.1 200,000 200,000


Common Shares Pawluk, Richard Walter 5 01/20/2012 00

Insider Reporting

July 26, 2012 (2012) 35 OSCB 6916



Acquired/ Disposed


Common Shares Pawluk, Richard Walter 5 07/19/2012 15 0.1 300,000 300,000


Warrants Pawluk, Richard Walter 5 01/20/2012 00


Warrants Pawluk, Richard Walter 5 07/19/2012 15 200,000 200,000


Warrants Pawluk, Richard Walter 5 01/20/2012 00


Warrants Pawluk, Richard Walter 5 07/19/2012 15 300,000 300,000


Common Shares Spring, Robert Mitchell 5 07/19/2012 15 0.1 2,017,188 400,000


Warrants Spring, Robert Mitchell 5 07/19/2012 15 626,563 400,000

Anconia Resources Corp. Common Shares Brewster, Jason Allen Ross 4, 5 07/16/2012 10 0.16 23,000

Anconia Resources Corp. Common Shares Brewster, Jason Allen Ross 4, 5 07/17/2012 10 0.16 2,000

Anconia Resources Corp. Common Shares Brewster, Jason Allen Ross 4, 5 07/18/2012 90 581,750 -40,000

Anconia Resources Corp. Common Shares Brewster, Jason Allen Ross 4, 5 07/18/2012 10 0.15 604,750 23,000



Anconia Resources Corp. Common Shares Brewster, Jason Allen Ross 4, 5 07/18/2012 90 165,000 40,000

Anconia Resources Corp. Options Brewster, Jason Allen Ross 4, 5 07/19/2012 50 0.15 525,000 125,000

Anconia Resources Corp. Common Shares clement, denis arthur 4 07/16/2012 10 0.165 402,000 54,500 Anconia Resources Corp. Common Shares clement, denis arthur 4 07/17/2012 10 0.15 412,000 10,000 Anconia Resources Corp. Options clement, denis arthur 4 07/19/2012 50 0.15 475,000 150,000 Anconia Resources Corp. Common Shares Franklin, James 4 07/12/2012 00 Anconia Resources Corp. Options Franklin, James 4 07/12/2012 00 Anconia Resources Corp. Options Franklin, James 4 07/19/2012 50 0.15 200,000 200,000 Anconia Resources Corp. Options McKenzie, Harvey 5 07/19/2012 50 0.15 450,000 100,000 Andrew Peller Limited (formerly Andrés Wines Ltd.)

Non-Voting Shares Class A

BERTI, GREGORY JOHN 5 07/12/2012 35 10.17 23,476 84

Andrew Peller Limited (formerly Andrés Wines Ltd.)


BRISTOW, ANTHONY MARK

5 07/12/2012 35 10.17 40,599 330



COLE, JAMES HERBERT 5 07/12/2012 35 10.17 9,886 63



NILES, SHARI ANN 5 07/12/2012 35 10.17 16,724 107



Patchet, Peter Bruce 5 07/12/2012 35 10.17 27,027 206



VAN WELY, ROBERT PETER

5 07/12/2012 35 10.17 21,325 158



WALL, BRENDAN PATRICK

5 07/12/2012 35 10.17 12,370 86



ZARAFONITIS, JAMES CHRISTOPHER

5 07/12/2012 35 10.17 14,314 96

Anglo Swiss Resources Inc. Options Nunn, Edward John 4 04/21/2010 52 0 -1,350,000 Anglo Swiss Resources Inc. Options Robbins, Christopher

Charles4 07/19/2012 52 0.1 2,550,000 -1,300,000

Anglo Swiss Resources Inc. Warrants Robbins, Christopher Charles

4 12/21/2011 55 0.6 0 -125,000

Annidis Corporation (formerly Aumento Capital Corporation)

Options Baker, Brian 5 06/09/2011 36 0.36 125,000


Options Baker, Brian 5 06/09/2011 36 125,000 125,000

Insider Reporting

July 26, 2012 (2012) 35 OSCB 6917



Acquired/ Disposed


Options Mueller, Michael Peter 4 06/09/2009 50 62,500


Options Mueller, Michael Peter 4 06/09/2011 50 62,500


Options Mueller, Michael Peter 4 06/09/2011 50 62,500 62,500


Options Ribaric, Zeljko 4, 5 06/09/2011 00 625,000


Options Slemko, Gerald John 4, 5 06/09/2011 50 250,000


Options Slemko, Gerald John 4, 5 06/09/2011 50 250,000 250,000

Ansar Financial and Development Corporation

Common Shares Jalaluddin, Mohammed 3, 4, 5 07/18/2012 11 1 872,509 -50,457

Ansar Financial and Development Corporation

Common Shares Nasim, Pervez 3, 4, 5 07/18/2012 11 1 872,509 -50,457

Ansil Resources Ltd. Common Shares Becker, Jeffrey Jonathan 4, 5 07/16/2012 11 0.05 1,037,800 602,744 Ansil Resources Ltd. Common Shares Micon Gold Inc. 3 07/16/2012 11 0.05 0 -602,744 Antioquia Gold Inc. Common Shares Hernandez Inigo, Pere

Antoni4 07/17/2012 00

Antrim Energy Inc. Options July 4, 2012 (Common Shares 0.60)

Perry, James Ford 4 02/15/2005 00

Antrim Energy Inc. Options July 4, 2012 (Common Shares 0.60)

Perry, James Ford 4 07/04/2012 50 0.6 200,000 200,000

Argex Titanium Inc. Common Shares Di Cesare, Enrico 5 07/18/2012 10 0.84 45,000 5,000 Argex Titanium Inc. Common Shares Haddad, Mazen 4 07/16/2012 10 0.85 1,869,480 30,000 Astorius Resources Ltd. Common Shares Arbutus Enterprises Ltd. 3 07/18/2012 10 0.17 1,538,500 3,000 Astorius Resources Ltd. Common Shares Powell, Theodore James

Malcolm 4, 6, 5 07/18/2012 10 0.17 1,538,500 3,000

Atlantic Power Corporation Deferred Share Units Duncan, Richard Foster 4 06/29/2010 00 Atlantic Power Corporation Deferred Share Units Duncan, Richard Foster 4 06/30/2012 56 885 885 Atlantic Power Corporation Deferred Share Units HARTWICK, KENNETH 4 06/30/2012 56 60,340 1,125 Atlantic Power Corporation Deferred Share Units HARTWICK, KENNETH 4 06/30/2012 56 885 Atlantic Power Corporation Deferred Share Units HARTWICK, KENNETH 4 06/30/2012 56 885 Atlantic Power Corporation Deferred Share Units Nichols, Holli 4 06/30/2012 56 4,672 885 Atlantic Power Corporation Deferred Share Units Rapisarda, Paul Howard 5 02/25/2008 00 Atlantic Power Corporation Deferred Share Units Rapisarda, Paul Howard 5 02/25/2008 00 Atlantic Power Corporation Deferred Share Units Rapisarda, Paul Howard 5 06/30/2012 56 58 Atlantic Power Corporation Deferred Share Units Rapisarda, Paul Howard 5 06/30/2012 56 58 Atlantic Power Corporation Deferred Share Units Welch, Barry 5 11/18/2004 00 Atlantic Power Corporation Deferred Share Units Welch, Barry 5 06/30/2012 56 121 Atlantic Power Corporation Deferred Share Units Welch, Barry 5 06/30/2012 56 121 Augusta Industries Inc. (formerly Fiber Optic Systems Technology, Inc.)

Common Shares LONE, ALLEN 3, 4, 6, 5 07/18/2012 10 0.045 1,445,000 2,000

Augusta Industries Inc. (formerly Fiber Optic Systems Technology, Inc.)


Augusta Industries Inc. (formerly Fiber Optic Systems Technology, Inc.)


AuRico Gold Inc. Deferred Share Units Colterjohn, Richard Mark 4 07/12/2012 56 8.15 19,469 1,533 Aurizon Mines Ltd. Common Shares MOORHOUSE, BRIAN S. 4 03/27/2012 51 4.1 5,000 Aurizon Mines Ltd. Common Shares MOORHOUSE, BRIAN S. 4 03/27/2012 51 4.1 5,000 Aurizon Mines Ltd. Common Shares MOORHOUSE, BRIAN S. 4 03/27/2012 10 4.97 -5,000 Aurizon Mines Ltd. Common Shares MOORHOUSE, BRIAN S. 4 03/27/2012 10 4.97 -5,000 Avion Gold Corporation Options Dudek, Don 4, 5 07/10/2012 50 0.55 2,650,000 500,000 Axios Mobile Assets Corp. Common Shares Bausch, Charles Dennis 4 07/09/2012 10 0.494 336,500 -3,500 Axios Mobile Assets Corp. Common Shares Bausch, Charles Dennis 4 07/11/2012 10 0.43 306,500 -30,000 Axios Mobile Assets Corp. Common Shares Bausch, Charles Dennis 4 07/13/2012 10 0.45 276,500 -30,000 Axios Mobile Assets Corp. Common Shares Bausch, Charles Dennis 4 07/13/2012 10 0.48 268,500 -8,000 B2Gold Corp. Options Gayton, Robert 4 03/05/2012 50 3.93 400,000 100,000 BacTech Environmental Corporation

Options Naster, Jay Lawrence 4 07/09/2012 50 0.2 226,200 75,000

BacTech Environmental Corporation

Common Shares Salari, David John 5 08/16/2011 00 111

BacTech Environmental Corporation

Options Salari, David John 5 08/16/2011 00 100,000

Bank of Montreal Deferred Share Units Downe, William 5 12/20/2002 00 Bank of Montreal Deferred Share Units Downe, William 5 12/20/2002 00 Bank of Montreal Deferred Share Units Downe, William 5 12/20/2002 00 125,818 Bank of Montreal Restricted Share Units Downe, William 5 12/20/2002 99 -45,634 Bank of Montreal Restricted Share Units Downe, William 5 12/20/2002 99 -45,634

Insider Reporting

July 26, 2012 (2012) 35 OSCB 6918



Acquired/ Disposed

Bank of Montreal Restricted Share Units Downe, William 5 12/20/2002 99 -45,634 Bank of Montreal Deferred Share Units Prichard, John Robert

Stobo4 07/16/2012 56 57.45 41,313 241

Bankers Petroleum Ltd. Options Assmus, Lyndon Bayne 5 07/18/2012 38 650,000 -120,000 Bankers Petroleum Ltd. Options Assmus, Lyndon Bayne 5 07/18/2012 38 500,000 -150,000 Bankers Petroleum Ltd. Options Assmus, Lyndon Bayne 5 07/18/2012 38 250,000 -250,000 Bankers Petroleum Ltd. Options Badwi, Abdel Fattah 4 07/18/2012 38 -500,000 Bankers Petroleum Ltd. Options Badwi, Abdel Fattah 4 07/18/2012 38 -500,000 Bankers Petroleum Ltd. Options Badwi, Abdel Fattah 4 07/18/2012 38 -500,000 Bankers Petroleum Ltd. Options Badwi, Abdel Fattah 4 07/18/2012 38 -500,000 Bankers Petroleum Ltd. Options Badwi, Abdel Fattah 4 07/18/2012 38 3,469,444 -500,000 Bankers Petroleum Ltd. Options Badwi, Abdel Fattah 4 07/18/2012 38 2,969,444 -500,000 Bankers Petroleum Ltd. Options Brown, Eric 4 07/18/2012 38 250,000 -50,000 Bankers Petroleum Ltd. Options Brown, Eric 4 07/18/2012 38 200,000 -50,000 Bankers Petroleum Ltd. Options Carss, Robert 5 07/18/2012 38 250,000 -100,000 Bankers Petroleum Ltd. Options Clark, Wesley Kanne 4 07/18/2012 38 390,000 -50,000 Bankers Petroleum Ltd. Options Clark, Wesley Kanne 4 07/18/2012 38 340,000 -50,000 Bankers Petroleum Ltd. Options Cobo, Leonidha 7 07/18/2012 38 780,000 -180,000 Bankers Petroleum Ltd. Options Cobo, Leonidha 7 07/18/2012 38 580,000 -200,000 Bankers Petroleum Ltd. Options Cobo, Leonidha 7 07/18/2012 38 430,000 -150,000 Bankers Petroleum Ltd. Options Cross, Robert Melvin

Douglas4 07/18/2012 38 468,333 -75,000

Bankers Petroleum Ltd. Options Cross, Robert Melvin Douglas

4 07/18/2012 38 393,333 -75,000

Bankers Petroleum Ltd. Options Gupta, Suneel Krishan 7, 5 07/18/2012 38 1,366,167 -250,000 Bankers Petroleum Ltd. Options Gupta, Suneel Krishan 7, 5 07/18/2012 38 1,066,167 -300,000 Bankers Petroleum Ltd. Options Gupta, Suneel Krishan 7, 5 07/18/2012 38 866,167 -200,000 Bankers Petroleum Ltd. Options Harris, Jonathan 4 07/18/2012 38 360,000 -50,000 Bankers Petroleum Ltd. Options Harris, Jonathan 4 07/18/2012 38 310,000 -50,000 Bankers Petroleum Ltd. Options Hodgson, Mark Alan 5 07/18/2012 38 500,000 -100,000 Bankers Petroleum Ltd. Options Hodgson, Mark Alan 5 07/18/2012 38 450,000 -50,000 Bankers Petroleum Ltd. Options Hodgson, Mark Alan 5 07/18/2012 38 250,000 -200,000 Bankers Petroleum Ltd. Options Hodgson, Mark Alan 5 07/18/2012 38 150,000 -100,000 Bankers Petroleum Ltd. Options Knoll, Phillip R. 4 07/18/2012 38 -50,000 Bankers Petroleum Ltd. Options Knoll, Phillip R. 4 07/18/2012 38 -50,000 Bankers Petroleum Ltd. Options Knoll, Phillip R. 4 07/18/2012 38 -50,000 Bankers Petroleum Ltd. Options Knoll, Phillip R. 4 07/18/2012 38 -50,000 Bankers Petroleum Ltd. Options Knoll, Phillip R. 4 07/18/2012 38 350,000 -50,000 Bankers Petroleum Ltd. Options Knoll, Phillip R. 4 07/18/2012 38 300,000 -50,000 Bankers Petroleum Ltd. Options McMurtrie, Ian B 4 07/18/2012 38 1,101,667 -350,000 Bankers Petroleum Ltd. Options McMurtrie, Ian B 4 07/18/2012 38 751,667 -350,000 Bankers Petroleum Ltd. Options Nardone, Craig Donaldson 5 07/18/2012 38 711,667 -120,000 Bankers Petroleum Ltd. Options Nardone, Craig Donaldson 5 07/18/2012 38 561,667 -150,000 Bankers Petroleum Ltd. Options Nardone, Craig Donaldson 5 07/18/2012 38 361,667 -200,000 Bankers Petroleum Ltd. Options Pawluk, Richard Walter 5 07/20/2012 38 145,000 -25,000 Bankers Petroleum Ltd. Options Pawluk, Richard Walter 5 07/20/2012 38 120,000 -25,000 Bankers Petroleum Ltd. Options URCH, Douglas Charles 5 07/18/2012 38 1,580,556 -350,000 Bankers Petroleum Ltd. Options URCH, Douglas Charles 5 07/18/2012 38 1,230,556 -350,000 Bankers Petroleum Ltd. Options Zaozirny, John Brian 4 07/18/2012 38 283,334 -50,000 Bankers Petroleum Ltd. Options Zaozirny, John Brian 4 07/18/2012 38 233,334 -50,000 Baytex Energy Corp. Debentures 6.625%

Debentures due 2022 Desrosiers, Murray Joseph 5 12/31/2010 00

Baytex Energy Corp. Debentures 6.625% Debentures due 2022

Desrosiers, Murray Joseph 5 07/19/2012 15 $80,000 $80,000

Beaufield Resources Inc. Common Shares Eskelund-Hansen, Jens 4, 5 07/17/2012 10 0.13 4,804,000 5,000 Beaufield Resources Inc. Common Shares Eskelund-Hansen, Jens 4, 5 07/18/2012 10 0.13 4,824,000 20,000 Bellatrix Exploration Ltd. Common Shares BLAIR, TIMOTHY 5 07/16/2012 30 3.17 12,797 552 Bellatrix Exploration Ltd. Common Shares Brown, Edward John 5 07/16/2012 30 3.17 83,461 580 Bellatrix Exploration Ltd. Common Shares Brown, Edward John 5 07/16/2012 30 3.17 32,423 580 Bellatrix Exploration Ltd. Common Shares Chisholm, Duncan Andre 5 07/16/2012 30 3.17 1,782 618 Bellatrix Exploration Ltd. Options Eshleman, Brent Andrew 5 07/16/2012 00 Bellatrix Exploration Ltd. Options Eshleman, Brent Andrew 5 07/16/2012 50 350,000 350,000 Bellatrix Exploration Ltd. Common Shares Oicle, Russell G. 5 07/16/2012 30 3.17 56,359 1,090 Bellatrix Exploration Ltd. Common Shares Ulmer, Garrett 5 07/16/2012 30 3.17 8,723 1,166 Bellatrix Exploration Ltd. Common Shares Woo, Ving Yee 5 07/16/2012 30 3.17 347,394 726 Bengal Energy Ltd. Common Shares Chakrabarty, Chayan 4, 5 07/04/2012 30 0.6138 124,177 1,899 Bengal Energy Ltd. Common Shares Chakrabarty, Chayan 4, 5 07/04/2012 30 0.6138 17,413 3,121 Bengal Energy Ltd. Common Shares Goudie, Bryan 5 07/04/2012 30 0.6138 84,403 3,664 Bengal Energy Ltd. Common Shares Goudie, Bryan 5 07/04/2012 30 0.6138 7,440 270 Bengal Energy Ltd. Common Shares MacMahon, Gordon R 5 07/04/2012 30 0.6138 32,264 4,343 Bengal Energy Ltd. Common Shares Wilson, Garrett 5 07/04/2012 30 0.6138 85,352 4,343 Bird River Resources Inc. Common Shares Shodine, Nelson Raynald 3, 4, 5 07/16/2012 10 0.065 3,168,315 10,000 Bird River Resources Inc. Common Shares Shodine, Nelson Raynald 3, 4, 5 07/19/2012 10 0.055 3,193,315 25,000 Bird River Resources Inc. Common Shares Thompson, Edward Lloyd 5 07/19/2012 36 0.06 114,000 7,000 Black Diamond Group Limited

Common Shares Klukas, Harry Henry 5 07/13/2012 51 78,000 55,000

Black Diamond Group Limited

Options Klukas, Harry Henry 5 07/13/2012 51 4.74 521,000 -55,000

BNP Resources Inc. Common Shares Class A Doody, James Evans 3 07/20/2012 10 0.045 18,072,233 10,000

Insider Reporting

July 26, 2012 (2012) 35 OSCB 6919



Acquired/ Disposed

Boardwalk Real Estate Investment Trust

Deferred Units (Convert to TU and/or cash)

Brimmell, Jonathan David 5 07/18/2012 30 58.47 12,659 814



Burns, Patrick Dean 5 07/18/2012 30 58.47 21,082 1,054



Chidley, William Glenn 5 07/18/2012 30 58.47 29,433 1,413



Denis, Jean 5 07/18/2012 30 58.47 18,173 858



DEWALD, James Richard 4 07/18/2012 30 58.47 13,324 1,180



Dingle, Ian Peter 5 07/18/2012 30 58.47 6,698 590



GEREMIA, ROBERTO 5 07/18/2012 30 58.47 38,111 1,843



Goodman, Gary Michael 4 07/18/2012 30 58.47 9,774 1,505



Guyette, Michael 5 07/18/2012 30 58.47 7,939 356



Havener, Jr., Arthur Lee 4 07/18/2012 30 58.47 13,960 1,847



Mahajan, Kelly Kulwant 5 07/18/2012 30 58.47 4,949 552



Mawani, Al 4 07/18/2012 30 58.47 14,288 1,163



Mix, Helen May 5 07/18/2012 30 58.47 13,411 786



Russell, Lisa Maureen 5 07/18/2012 30 58.47 14,913 836



Stephen, Andrea 4 05/15/2012 00 764



Wong, William 5 07/18/2012 30 58.47 22,619 1,163



Zigomanis, William 5 07/18/2012 30 58.47 7,528 718

Bombardier Inc. Deferred Stock Units/Unités d'actions différées

Beaudoin, Laurent 4, 5 07/16/2012 56 1,581,931 10,196


Bérard, André 4 07/16/2012 56 326,163 14,178


Bissonnette, Joanne 4 05/10/2012 00


Bissonnette, Joanne 4 07/16/2012 56 9,854 9,854


Bombardier, J.R. André 3, 4, 5 07/16/2012 56 163,713 10,846


Bombardier, Janine 3, 4 07/16/2012 56 251,314 9,791


Brooks, Martha 4 07/16/2012 56 109,194 11,800


Desautels, L. Denis 4 07/16/2012 56 154,286 5,889


DESMAREST, THIERRY 4 07/16/2012 56 88,609 10,362


Fontaine, Jean-Louis 4, 5 07/16/2012 56 162,126 10,836


Fraser, Sheila Sarah Margaret

4 05/10/2012 00


Fraser, Sheila Sarah Margaret

4 07/16/2012 56 9,854 9,854


Johnson, Daniel 4 07/16/2012 56 134,388 5,761


Monty, Jean Claude 4 07/16/2012 56 340,240 12,964


Represas, Carlos 4 07/16/2012 56 182,696 6,072

Insider Reporting

July 26, 2012 (2012) 35 OSCB 6920



Acquired/ Disposed


Rosso, Jean-Pierre 4 07/16/2012 56 228,582 12,896


Weiss, Heinrich 4 07/16/2012 56 265,524 12,482

Bonnett's Energy Corp. Common Shares Clarke Inc. 3 07/13/2012 10 3.9 3,303,230 7,600 Bonnett's Energy Corp. Common Shares Clarke Inc. 3 07/17/2012 10 3.94 3,318,230 15,000 Bonterra Energy Corp. Common Shares Fink, George Frederick 3, 4, 5 07/17/2012 10 42.44 2,736,376 200 Bonterra Energy Corp. Common Shares Fink, George Frederick 3, 4, 5 07/17/2012 10 42.43 2,736,676 300 Bonterra Energy Corp. Common Shares Fink, George Frederick 3, 4, 5 07/17/2012 10 42 2,738,676 2,000 Border Petroleum Corp. (formerly Border Petroleum Inc.)

Common Shares Macquarie Group Limited 3 07/17/2012 10 0.1719 28,202,800 2,869,500

Border Petroleum Corp. (formerly Border Petroleum Inc.)

Common Shares Macquarie Group Limited 3 07/17/2012 10 0.1743 27,448,800 -754,000

Border Petroleum Corp. (formerly Border Petroleum Inc.)

Common Shares Macquarie Group Limited 3 07/18/2012 10 0.17 27,198,800 -250,000

Brand Leaders Income Fund Units Brand Leaders Income Fund

1 07/19/2012 10 500 500

Brand Leaders Income Fund Units Brand Leaders Income Fund

1 07/19/2012 38 0 -500

Bravura Ventures Corp. Common Shares Bellian, Brook 4 07/11/2012 10 0.09 785,500 -30,000 Bravura Ventures Corp. Common Shares Bellian, Brook 4 07/17/2012 10 0.09 790,500 5,000 Bravura Ventures Corp. Common Shares Bellian, Brook 4 07/17/2012 10 0.08 795,500 5,000 Bravura Ventures Corp. Common Shares Bellian, Brook 4 07/17/2012 10 0.085 805,500 10,000 Brompton 2012 Flow-Through Limited Partnership

Limited Partnership Units Brompton Corp. 3, 7 07/18/2012 11 25 90,000 -9,200

Brookwater Ventures Inc. Common Shares Said, Ahmad Salar 4 07/17/2012 10 0.065 5,053,500 -800,000 Buhler Industries Inc. Common Shares Buhler, John 3, 4 07/17/2012 10 5.49 165,800 -23,000 Buhler Industries Inc. Common Shares Buhler, John 3, 4 07/17/2012 10 5.49 -23,000 Buhler Industries Inc. Common Shares Buhler, John 3, 4 07/17/2012 10 5.49 117,240 23,000 Calian Technologies Ltd. Common Shares Calian Technologies Ltd 1 07/17/2012 38 20.5 1,000 1,000 Calian Technologies Ltd. Common Shares Calian Technologies Ltd 1 07/17/2012 38 0 -1,000 Canaccord Financial Inc. Common Shares Evans, Aeron Thomsley 7 07/10/2012 10 10.36 85,502 -500 Canaccord Financial Inc. Common Shares Evans, Aeron Thomsley 7 07/11/2012 10 5.05 85,002 -500 Canaco Resources Inc. Options Lock, Brian 4 07/18/2012 52 0.3 1,000,000 -75,000 Canaco Resources Inc. Options Parsons, David 4 07/18/2012 52 0.3 1,200,000 -25,000 Canacol Energy Ltd. Options (Common

Shares)Baena, Luis Alfredo 4 07/17/2012 50 125,000

Canacol Energy Ltd. Options (Common Shares)

Baena, Luis Alfredo 4 07/17/2012 50 125,000


Baena, Luis Alfredo 4 07/17/2012 50 2,328,500 125,000


Barrera, Alvaro 4 07/17/2012 50 791,667 25,000


Bednar, Jason Michael 4 07/17/2012 50 0.45 1,822,500 37,500


Carvajal, Diego Alfonso 5 07/17/2012 50 2,965,000 65,000


Dacosta, Dominic 4 07/17/2012 50 1,071,000 25,000


Flick, Kevin James 5 07/17/2012 50 2,165,000 65,000


Gamba, Charle 4, 5 07/17/2012 50 9,855,000 225,000


Gramatke, George 5 07/17/2012 50 1,725,000 125,000


Hensman, Stuart Philip 4 07/17/2012 50 1,329,000 25,000


Hibberd, Michael John 4 07/17/2012 50 0.45 2,185,000 45,000


Holliday, Mark Robert 5 07/17/2012 50 2,168,333 125,000


Teare, Mark Reginald 5 07/17/2012 50 4,076,000 125,000


Winter, David A 4 07/17/2012 50 1,519,000 25,000


Zaidi, Anthony Amar 5 07/17/2012 50 3,025,000 125,000

Canadian Satellite Radio Holdings Inc.

Subordinate Voting Shares

Evershed, Philip 5 07/17/2012 10 3.75 216,700 50,000



Evershed, Philip 5 07/18/2012 10 3.75 222,600 5,900



Evershed, Philip 5 07/19/2012 10 3.75 232,700 10,100

Insider Reporting

July 26, 2012 (2012) 35 OSCB 6921



Acquired/ Disposed


Class B Voting Shares Sirius XM Radio Inc. 3 07/18/2012 36 30,883,006 -84,674



Sirius XM Radio Inc. 3 07/18/2012 36 36,354,169 28,225

Canadian Western Bank Common Shares Addington, William James 5 07/20/2012 10 26.14 20,683 -500 Canadian Western Bank Preferred Shares Series 3 Halliwell, Michael Norman 5 07/17/2012 10 27.06 600 -400

Canadian Western Bank Preferred Shares Series 3 Halliwell, Michael Norman 5 07/17/2012 10 27.07 100 -500

Canadian Western Bank Preferred Shares Series 3 Halliwell, Michael Norman 5 07/17/2012 10 27.08 0 -100

Canadian Western Bank Rights Restricted Share Units

Morrison, Peter Kenneth 5 06/15/2012 56 6,742 1,028





Canfor Pulp Products Inc. Common Shares Guthrie, Wayne Ross 7 05/06/2011 00 Canfor Pulp Products Inc. Common Shares Guthrie, Wayne Ross 7 02/22/2012 10 13.59 250 250 Canfor Pulp Products Inc. Common Shares Guthrie, Wayne Ross 7 04/26/2012 10 12.202 388 138 Carbon Friendly Solutions Inc.

Common Shares Lis, Stanislaw 5 07/12/2012 10 0.11 1,326,000 4,000

Carbon Friendly Solutions Inc.

Common Shares Lis, Stanislaw 5 07/12/2012 10 0.12 1,327,000 1,000

Carbon Friendly Solutions Inc.

Common Shares Lis, Stanislaw 5 07/13/2012 10 0.105 1,301,000 -26,000

CardioComm Solutions, Inc. Options Grima, Etienne Anthony 4 07/18/2012 50 2,700,000 400,000 CardioComm Solutions, Inc. Options Grosman, Simcha (Simi) 4 07/18/2012 50 1,050,000 200,000 CardioComm Solutions, Inc. Options Langer, Anatoly 4 07/18/2012 50 750,000 250,000 CardioComm Solutions, Inc. Options Levin, Yury 4 07/18/2012 50 700,000 250,000 CardioComm Solutions, Inc. Options Newman, David 4 07/18/2012 50 249,940 100,000 CardioComm Solutions, Inc. Options Smith, William Edward 4 07/18/2012 50 0.6 500,000 250,000 Cardiome Pharma Corp. Options Sikorsky, Curtis 5 06/11/2012 52 9.4 177,121 -200,000 Catamaran Corporation (formerly SXC Health Solutions Corp.)

Common Shares Kraemer, Harry M 4 07/09/2012 00

Cathedral Energy Services Ltd.

Common Shares Cathedral Energy Services Ltd.

1 07/18/2012 38 5.09 34,566 16,783



1 07/19/2012 38 5.1629 40,149 5,583



1 07/20/2012 38 4.9924 22,366 -17,783

CE Franklin Ltd. Rights Deferred Share Units

McClinton, Robert 4 07/19/2012 38 12.75 0 -42,717

CE Franklin Ltd. Common Shares NOV Distribution Services ULC

3 07/19/2012 00

CE Franklin Ltd. Common Shares NOV Distribution Services ULC

3 07/19/2012 22 12.75 18,745,896 18,745,896

Celestica Inc. Deferred Share Units Etherington, William 4 07/03/2012 56 10,620 Celestica Inc. Deferred Share Units Etherington, William 4 07/03/2012 56 205,625 10,362 Celestica Inc. Deferred Share Units Ryan, Eamon 4 07/03/2012 56 7,059 Celestica Inc. Deferred Share Units Ryan, Eamon 4 07/03/2012 56 132,526 7,316 Celtic Exploration Ltd. Common Shares Franks, Alan G. 5 07/11/2012 10 14.2 -33,186 -33,334 Celtic Exploration Ltd. Common Shares Franks, Alan G. 5 07/11/2012 10 14.2 -59,852 -26,666 Celtic Exploration Ltd. Common Shares Franks, Alan G. 5 07/12/2012 51 5.975 -26,518 33,334 Celtic Exploration Ltd. Common Shares Franks, Alan G. 5 07/12/2012 51 7.62 149 26,667 Celtic Exploration Ltd. Common Shares Franks, Alan G. 5 07/03/2012 30 14.13 13,695 103 Celtic Exploration Ltd. Stock Options Franks, Alan G. 5 07/12/2012 51 5.975 345,004 -33,334 Celtic Exploration Ltd. Stock Options Franks, Alan G. 5 07/12/2012 51 7.62 318,337 -26,667 Celtic Exploration Ltd. Common Shares Lalani, Sadiq 5 05/31/2012 30 12.24 14,969 138 Celtic Exploration Ltd. Common Shares Lalani, Sadiq 5 06/20/2012 30 12.63 15,103 134 Celtic Exploration Ltd. Common Shares Lalani, Sadiq 5 07/03/2012 30 14.13 15,223 120 Celtic Exploration Ltd. Common Shares Shea, Michael 5 07/03/2012 30 14.13 13,961 103 Celtic Exploration Ltd. Common Shares Wilson, David John 3, 4, 5 07/03/2012 30 14.13 16,229 128 Century Iron Mines Corporation

Options Arel, Ghislain 5 07/17/2012 00

Century Iron Mines Corporation

Options Arel, Ghislain 5 07/18/2012 50 2.92 210,000 210,000


Options Bai, Hua 3, 4 07/18/2012 50 2.92 380,000 200,000


Options Bernier, Howard 4 07/18/2012 50 240,000 60,000


Options Chan, Ricky 3, 4 07/18/2012 50 476,859 150,000


Options Chim, Sandy Chun Kwan 4, 6, 7, 5 07/18/2012 50 2.92 1,300,000 400,000


Options KUANG, Zhongxiang 4, 6 05/18/2011 00

Century Iron Mines Options KUANG, Zhongxiang 4, 6 07/18/2012 50 60,000 60,000

Insider Reporting

July 26, 2012 (2012) 35 OSCB 6922



Acquired/ Disposed

Corporation


Options Leshchyshen, Bob 5 07/18/2012 50 2.92 150,000 100,000


Options Murphy, Paul 4 07/18/2012 50 2.92 305,000 85,000


Options PENG, Weike 4 05/18/2011 00


Options PENG, Weike 4 07/18/2012 50 60,000 60,000


Options Reynolds, John 4 07/18/2012 50 280,000 60,000


Options Skutezky, Ernest Michael Rhodes

5 07/18/2012 50 2.92 125,000


Options Skutezky, Ernest Michael Rhodes

5 07/18/2012 50 2.92 425,000 125,000


Options Strong, Maurice 4, 5 07/18/2012 50 280,000 60,000


Options Wang, Jionghui 4 07/18/2012 50 240,000 60,000


Options Wong, Ben Koon (David) 3, 4 07/18/2012 50 320,000 60,000


Options Wong, Chun Wa (Ivan) 5 07/18/2012 50 580,000 180,000

Ceres Global Ag Corp. Common Shares Ceres Global Ag Corp. 1 06/01/2012 38 6.03 1,100 1,100 Ceres Global Ag Corp. Common Shares Ceres Global Ag Corp. 1 06/01/2012 38 0 -1,100 Ceres Global Ag Corp. Common Shares Ceres Global Ag Corp. 1 06/04/2012 38 6.01 2,300 2,300 Ceres Global Ag Corp. Common Shares Ceres Global Ag Corp. 1 06/04/2012 38 0 -2,300 Ceres Global Ag Corp. Common Shares Ceres Global Ag Corp. 1 06/05/2012 38 5.96 1,300 1,300 Ceres Global Ag Corp. Common Shares Ceres Global Ag Corp. 1 06/05/2012 38 0 -1,300 Ceres Global Ag Corp. Common Shares Ceres Global Ag Corp. 1 06/07/2012 38 5.942 2,300 2,300 Ceres Global Ag Corp. Common Shares Ceres Global Ag Corp. 1 06/07/2012 38 0 -2,300 Ceres Global Ag Corp. Common Shares Ceres Global Ag Corp. 1 06/11/2012 38 5.824 1,800 1,800 Ceres Global Ag Corp. Common Shares Ceres Global Ag Corp. 1 06/11/2012 38 0 -1,800 Ceres Global Ag Corp. Common Shares Ceres Global Ag Corp. 1 06/12/2012 38 5.776 1,800 1,800 Ceres Global Ag Corp. Common Shares Ceres Global Ag Corp. 1 06/12/2012 38 0 -1,800 Ceres Global Ag Corp. Common Shares Ceres Global Ag Corp. 1 06/14/2012 38 5.671 2,900 2,900 Ceres Global Ag Corp. Common Shares Ceres Global Ag Corp. 1 06/14/2012 38 0 -2,900 Ceres Global Ag Corp. Common Shares Ceres Global Ag Corp. 1 06/15/2012 38 5.662 1,200 1,200 Ceres Global Ag Corp. Common Shares Ceres Global Ag Corp. 1 06/15/2012 38 0 -1,200 Ceres Global Ag Corp. Common Shares Ceres Global Ag Corp. 1 06/18/2012 38 5.623 3,100 3,100 Ceres Global Ag Corp. Common Shares Ceres Global Ag Corp. 1 06/18/2012 38 0 -3,100 Ceres Global Ag Corp. Common Shares Ceres Global Ag Corp. 1 06/20/2012 38 5.714 1,000 1,000 Ceres Global Ag Corp. Common Shares Ceres Global Ag Corp. 1 06/20/2012 38 0 -1,000 Ceres Global Ag Corp. Common Shares Ceres Global Ag Corp. 1 06/21/2012 38 5.579 2,300 2,300 Ceres Global Ag Corp. Common Shares Ceres Global Ag Corp. 1 06/21/2012 38 0 -2,300 Ceres Global Ag Corp. Common Shares Ceres Global Ag Corp. 1 06/27/2012 38 5.531 2,100 2,100 Ceres Global Ag Corp. Common Shares Ceres Global Ag Corp. 1 06/27/2012 38 0 -2,100 Ceres Global Ag Corp. Common Shares Ceres Global Ag Corp. 1 06/28/2012 38 5.619 1,000 1,000 Ceres Global Ag Corp. Common Shares Ceres Global Ag Corp. 1 06/28/2012 38 0 -1,000 Ceres Global Ag Corp. Common Shares Ceres Global Ag Corp. 1 06/29/2012 38 5.95 700 700 Ceres Global Ag Corp. Common Shares Ceres Global Ag Corp. 1 06/29/2012 38 0 -700 Cerro Grande Mining Corporation

Common Shares Thomson, David Robert Stanley

4, 5 07/12/2012 11 0.4024 3,699,598 25,000

CGX Energy Inc. Common Shares De La Campa, Miguel Angel 6 07/16/2012 10 0.25 300,000 100,000



CGX Energy Inc. Common Shares Iacono, Serafino 6 07/09/2012 00 CGX Energy Inc. Common Shares Iacono, Serafino 6 07/16/2012 10 0.25 100,000 100,000 CGX Energy Inc. Common Shares Iacono, Serafino 6 07/16/2012 10 0.245 200,000 100,000 CGX Energy Inc. Common Shares Iacono, Serafino 6 07/16/2012 10 0.24 400,000 200,000 China Education Resources Inc.

Common Shares Keywise Greater China Master Fund

3 07/06/2012 10 5,577,500 -8,000

China Education Resources Inc.

Common Shares Keywise Greater China Master Fund

3 07/09/2012 10 5,573,500 -4,000

Chorus Aviation Inc. Deferred Share Units Collins, Gary 4 07/13/2012 56 3.0146 29,005 5,701 Chorus Aviation Inc. Deferred Share Units Cramm, Karen 4 07/13/2012 56 3.0146 16,117 3,027 Chorus Aviation Inc. Deferred Share Units Duster, Benjamin Cecil 4 07/13/2012 56 3.0146 13,519 2,488 Chorus Aviation Inc. Deferred Share Units Falconer, Richard Douglas 4 07/13/2012 56 3.0146 5,204 2,488 Chorus Aviation Inc. Deferred Share Units Isaacs, Sydney John 4, 7 07/13/2012 56 3.0146 16,483 3,566 Chorus Aviation Inc. Deferred Share Units MacCormack, G. Ross 4 07/13/2012 56 3.0146 26,507 5,183 Chorus Aviation Inc. Deferred Share Units McCoy, Richard H. 4 07/13/2012 56 3.0146 40,002 7,878 Chorus Aviation Inc. Deferred Share Units McLennan, John T. 4 07/13/2012 56 3.0146 13,519 2,488 CI Financial Corp. Debentures 3.30%

Debentures due 2012 Bank of Nova Scotia, The 3 07/17/2012 10 100.61 $14,403,000 $200,000

CIBT Education Group Inc. Common Shares Capital Alliance Group Inc. 1 07/16/2012 10 0.22 8,500 CIBT Education Group Inc. Common Shares Capital Alliance Group Inc. 1 07/16/2012 10 0.22 8,500

Insider Reporting

July 26, 2012 (2012) 35 OSCB 6923



Acquired/ Disposed

CIBT Education Group Inc. Common Shares Capital Alliance Group Inc. 1 07/17/2012 10 0.24 4,238,024 28,000 CIBT Education Group Inc. Common Shares Capital Alliance Group Inc. 1 07/18/2012 10 0.24 4,242,524 4,500 CIBT Education Group Inc. Common Shares Capital Alliance Group Inc. 1 07/18/2012 10 0.24 4,247,024 4,500 CIBT Education Group Inc. Common Shares Capital Alliance Group Inc. 1 07/20/2012 10 0.24 28,000 CIBT Education Group Inc. Common Shares Chu, Toby 4, 5 07/16/2012 10 0.22 80,500 8,500 CIBT Education Group Inc. Common Shares Chu, Toby 4, 5 07/19/2012 10 0.21 84,500 4,000 Cipher Pharmaceuticals Inc. Common Shares Aigner, Stefan 4 07/16/2012 30 1.3 29,416 1,930

Cipher Pharmaceuticals Inc. Common Shares Andrews, Larry 5 07/16/2012 30 1.3 126,729 1,385

Cipher Pharmaceuticals Inc. Common Shares Claypool, William 4 07/16/2012 30 1.3 101,053 1,930

Cipher Pharmaceuticals Inc. Common Shares Evans, Norman Charles 5 07/16/2012 30 1.3 52,549 923

Cipher Pharmaceuticals Inc. Common Shares Garriock, William Charles 4 07/16/2012 30 1.3 15,067 1,154

Cipher Pharmaceuticals Inc. Common Shares McDole, Gerald P. 4 07/16/2012 30 1.3 36,216 1,846

Clearwater Seafoods Incorporated

Convertible Debentures 10.5% Unsecured Subordinated Debentures due 12/31/13

Cotie, Daniel Tyrone 5 07/10/2012 38 $0 -$71,000

Clearwater Seafoods Incorporated

Convertible Debentures 10.5% Unsecured Subordinated Debentures due 12/31/13

MacDonald, Michael Charles

4 07/10/2012 38 $0 -$229,000

Clermont Capital Inc. Common Shares Currie, James Alexander 4 07/12/2012 00 1,500,000 Clermont Capital Inc. Options Currie, James Alexander 4 07/12/2012 00 310,000 Clermont Capital Inc. Common Shares Currie, Neil 5 07/12/2012 00 500,000 Clermont Capital Inc. Options Currie, Neil 5 07/12/2012 00 300,000 Clermont Capital Inc. Common Shares Hansen, John Arlen 4 07/12/2012 00 1,000,001 Clermont Capital Inc. Options Hansen, John Arlen 4 07/12/2012 00 360,000 Clermont Capital Inc. Common Shares Prefontaine, Marc 4 07/12/2012 00 300,000 Clermont Capital Inc. Options Prefontaine, Marc 4 07/12/2012 00 305,000 Clermont Capital Inc. Common Shares Shane, Sophia 4 07/12/2012 00 900,000 Clermont Capital Inc. Options Shane, Sophia 4 07/12/2012 00 305,000 Cliffmont Resources Ltd. Common Shares Uribe Hurtado, Antonio

Jesus 4 07/13/2012 00 1,675,000

Cliffmont Resources Ltd. Options Uribe Hurtado, Antonio Jesus

4 07/13/2012 00

Cliffmont Resources Ltd. Warrants Uribe Hurtado, Antonio Jesus

4 07/13/2012 00 375,000

ClubLink Enterprises Limited Common Shares ClubLink Enterprises Limited

1 07/13/2012 38 6.9 1,000 1,000


1 07/13/2012 38 6.9 0 -1,000


1 07/16/2012 38 6.9 100 100


1 07/16/2012 38 6.9 0 -100

Cobriza Metals Corp. Common Shares Candente Copper Corp. 3 10/06/2011 00 Cobriza Metals Corp. Common Shares Candente Copper Corp. 3 10/06/2011 00 3,813,304 Colossus Minerals Inc. Common Shares Mancuso, Claudio 5 07/17/2012 10 3.138 30,200 200 Colossus Minerals Inc. Common Shares Mancuso, Claudio 5 07/17/2012 10 3.14 31,900 1,700 Colossus Minerals Inc. Common Shares Mancuso, Claudio 5 07/17/2012 10 3.15 37,100 5,200 Colossus Minerals Inc. Common Shares Mancuso, Claudio 5 07/17/2012 10 3.16 44,600 7,500 Colossus Minerals Inc. Common Shares Mancuso, Claudio 5 07/17/2012 10 3.17 48,500 3,900 Colossus Minerals Inc. Common Shares Mancuso, Claudio 5 07/17/2012 10 3.18 50,000 1,500 Colossus Minerals Inc. Notes Unsecured Gold-

Liked Notes Due Dec. 31, 2016

Mancuso, Claudio 5 07/17/2012 10 820.001 $25,000 -$85,000

COM DEV International Ltd. Common Shares Mississian, Marina 2 07/12/2012 10 2.77 0 -3,917 COMPASS Income Fund Trust Units COMPASS Income Fund 1 07/16/2012 38 11.65 30,487,729 200 COMPASS Income Fund Trust Units COMPASS Income Fund 1 07/18/2012 38 11.78 30,488,529 800 Copper Reef Mining Corporation

Common Shares Masson, Stephen Leo 3 07/20/2012 10 0.045 6,069,500 20,000

CORAL GOLD RESOURCES LTD.

Common Shares Wolfin, Louis 4, 5 07/18/2012 10 0.24 1,609,800 10,000

Corby Distilleries Limited Common Shares Class B O'Driscoll, Roland Patrick 4, 5 07/01/2009 00 Corby Distilleries Limited Common Shares Class B O'Driscoll, Roland Patrick 4, 5 07/12/2012 10 15.25 450 450 Corby Distilleries Limited Common Shares Class B O'Driscoll, Roland Patrick 4, 5 07/13/2012 10 15.25 650 200 Cortex Business Solutions Inc.

Common Shares Lailey, Ryan Douglas 5 07/12/2012 10 0.195 925,920 -27,000

Cortex Business Solutions Inc.

Common Shares Lailey, Ryan Douglas 5 07/18/2012 51 0.2 1,875,920 950,000


Common Shares Lailey, Ryan Douglas 5 07/18/2012 10 0.2 892,587 -983,333


Options Lailey, Ryan Douglas 5 07/18/2012 51 0.2 1,474,006 -950,000

Insider Reporting

July 26, 2012 (2012) 35 OSCB 6924



Acquired/ Disposed


Common Shares Smith, Arthur B 5 07/18/2012 51 0.2 3,746,300 2,000,000


Common Shares Smith, Arthur B 5 07/18/2012 10 0.2 1,746,300 -2,000,000


Options Smith, Arthur B 5 07/18/2012 51 0.2 1,552,764 -2,000,000


Common Shares Weiler, Sandra 5 07/18/2012 51 0.2 385,955 66,667


Common Shares Weiler, Sandra 5 07/18/2012 10 0.2 319,288 -66,667


Options Weiler, Sandra 5 07/18/2012 51 0.2 1,044,545 -66,667

CORUS Entertainment Inc. Non-Voting Shares Class B

Leaney, Wendy Ann 4 07/13/2012 10 22.59 11,966 4,000

Crescent Point Energy Corp. Common Shares Colborne, Paul 4 07/18/2012 10 39.34 57,065 3,000

Crescent Point Energy Corp. Common Shares Cugnet, Kenney Frank 4 07/13/2012 10 37.492 9,555 1,300

Crescent Point Energy Corp. Common Shares Smith, Clifford Neil 7 07/18/2012 10 39.39 240,358 -1,700

Crescent Point Energy Corp. Common Shares Smith, Clifford Neil 7 07/18/2012 10 39.392 240,258 -100

Crest Petroleum Corp. Common Shares Greig, James Stewart 4, 5 05/10/2012 00 240,000 Crest Petroleum Corp. Common Shares Greig, James Stewart 4, 5 05/10/2012 50 0.1 340,000 100,000 Crestwell Resources Inc. Common Shares baker, nelson 4, 5 07/09/2012 10 0.17 220,000 10,000 Critical Outcome Technologies Inc.

Options Wellner, Thomas Gordon 4 07/11/2012 00

Critical Outcome Technologies Inc.

Options Wellner, Thomas Gordon 4 07/11/2012 50 17,838 17,838

Crystallex International Corporation

Options Fung, Robert Arthur 4 07/17/2012 52 2.23 3,185,000 -55,000


Options Near, Harry Joseph 4 07/16/2012 52 2,195,000 -45,000


Options Oppenheimer, Marc Jeffrey 4 07/17/2012 52 2.23 2,670,000 -40,000

CWC Well Services Corp. Class A Voting Common Shares

Dawson, Frederick Curtis 5 07/16/2012 10 0.69 3,500

CWC Well Services Corp. Common Shares Dawson, Frederick Curtis 5 07/16/2012 10 0.69 642,014 3,500 Cyberplex Inc. Common Shares Cyberplex Inc, Cyberplex

Inc1 05/10/2012 00

Cyberplex Inc. Common Shares Cyberplex Inc, Cyberplex Inc

1 05/10/2012 00


1 06/30/2012 38 165,442 165,442


1 06/30/2012 38 0 -165,442

Cynapsus Therapeutics Inc. Common Shares Bryson, Nathan John 5 07/18/2012 16 0.05 212,000 30,000

Cynapsus Therapeutics Inc. Warrants Bryson, Nathan John 5 07/18/2012 16 0.1 30,000 30,000

Cynapsus Therapeutics Inc. Common Shares Giovinazzo, Anthony 3, 4, 5 07/18/2012 16 0.05 15,035,600 40,000

Cynapsus Therapeutics Inc. Warrants Giovinazzo, Anthony 3, 4, 5 07/18/2012 16 0.1 40,000 40,000

Cynapsus Therapeutics Inc. Common Shares Williams, Andrew Michael 5 07/18/2012 16 0.05 1,152,500 30,000

Cynapsus Therapeutics Inc. Warrants Williams, Andrew Michael 5 07/18/2012 16 0.1 80,000 30,000

DELPHI ENERGY CORP. Common Shares Angelidis, Tony 4, 5 07/16/2012 30 1.3 708,963 5,495 DELPHI ENERGY CORP. Common Shares Batteke, Hugo 5 07/16/2012 30 1.3 148,310 5,577 DELPHI ENERGY CORP. Common Shares Galvin, Michael 5 07/16/2012 30 1.3 77,054 5,823 DELPHI ENERGY CORP. Common Shares Hume, Rod Allan 5 07/16/2012 30 1.3 124,613 5,905 DELPHI ENERGY CORP. Common Shares Kohlhammer, Brian 5 07/16/2012 30 1.3 112,974 6,398 DELPHI ENERGY CORP. Common Shares Reid, David James 4, 5 07/16/2012 30 1.3 198,232 9,433 DELPHI ENERGY CORP. Common Shares Reid, David James 4, 5 07/13/2012 10 1.3 38,440 -4,000 DELPHI ENERGY CORP. Common Shares Reid, David James 4, 5 07/13/2012 10 1.28 486,900 -12,000 DELPHI ENERGY CORP. Common Shares Reid, David James 4, 5 07/16/2012 10 1.24 479,900 -7,000 DIAZ RESOURCES LTD. Common Shares Lamond, Robert William 3, 4, 6, 5 07/16/2012 10 0.04 25,939,293 60,000 DIAZ RESOURCES LTD. Common Shares Lamond, Robert William 3, 4, 6, 5 07/18/2012 10 0.04 25,979,293 40,000 DirectCash Payments Inc. Common Shares MATTHEWS, DARRYL 5 07/12/2012 10 23.95 3,888 -125 DNI Metals Inc. Common Shares MacNeill, Tom 3 07/13/2012 10 0.28 7,458,113 7,500 DNI Metals Inc. Common Shares MacNeill, Tom 3 07/18/2012 10 0.27 7,508,113 50,000 DragonWave Inc. Options Allen, Peter 4, 5 07/18/2012 50 2.94 293,000 40,000 DragonWave Inc. Options Boch, Erik Humphrey 5 07/18/2012 50 2.94 165,853 30,000 DragonWave Inc. Options Cesaratto, Cesar 4 06/12/2012 00 DragonWave Inc. Options Cesaratto, Cesar 4 07/18/2012 50 2.94 13,500 13,500 DragonWave Inc. Options Cossart, Jean-Paul

Georges 4 07/18/2012 50 2.94 50,639 13,500

DragonWave Inc. Options Farrar, David Russell 7, 5 07/18/2012 50 2.94 175,000 30,000 DragonWave Inc. Options Frederick, Russell, James 5 07/18/2012 50 2.94 180,000 30,000

Insider Reporting

July 26, 2012 (2012) 35 OSCB 6925



Acquired/ Disposed

DragonWave Inc. Options Friesen, Greg 5 07/17/2012 50 2.94 113,000 20,000 DragonWave Inc. Options Haw, Claude, Carmen 4 07/18/2012 50 2.94 81,277 13,500 DragonWave Inc. Options MANLEY, THOMAS

MICHAEL4 07/18/2012 50 2.94 39,930 13,500

DragonWave Inc. Options Solheim, Alan, Glen 5 07/18/2012 50 2.94 185,000 30,000 DragonWave Inc. Options Spencer, Gerald, Vincent 4 07/18/2012 50 2.94 36,360 13,500 DragonWave Inc. Options Thomas, McLellan 5 07/18/2012 50 2.94 95,000 20,000 Ecuador Gold and Copper Corp.

Common Shares Law, Angel Wing Chung 5 07/10/2012 00

Ecuador Gold and Copper Corp.

Options Law, Angel Wing Chung 5 07/10/2012 00


Common Shares Phillips, Carson 4 07/10/2012 00




Common Shares Phillips, Carson 4 07/10/2012 37 4,250,000 4,250,000






Common Shares Phillips, Carson 4 07/10/2012 37 266,666 266,666


Options Phillips, Carson 4 07/10/2012 00


Options Phillips, Carson 4 07/10/2012 50 778,584 778,584


Options Phillips, Carson 4 07/10/2012 50 1,104,515 325,931





Element Financial Corporation

Options Kruger, Howard 5 05/01/2012 00

Element Financial Corporation

Options Kruger, Howard 5 07/16/2012 50 5.94 20,000 20,000

Elgin Mining Inc. (formerly Phoenix Coal Inc.)

Common Shares Wasylyshyn, Robert Steve 4 07/17/2012 10 0.61 3,011,000 -20,000

Elm Tree Minerals Inc. Common Shares Eacrett, Douglas 4, 5 03/20/2012 37 54,167 -595,833 Elm Tree Minerals Inc. Options Eacrett, Douglas 4, 5 07/02/2009 50 200,000 100,000 Elm Tree Minerals Inc. Options Eacrett, Douglas 4, 5 04/15/2011 50 600,000 400,000 Elm Tree Minerals Inc. Options Eacrett, Douglas 4, 5 03/20/2012 37 50,000 -550,000 Elm Tree Minerals Inc. Options Eacrett, Douglas 4, 5 07/10/2012 50 150,000 Elm Tree Minerals Inc. Options Eacrett, Douglas 4, 5 07/10/2012 50 200,000 150,000 EMC Metals Corp. Common Shares Grubb, John 4 06/14/2012 00 Emerald Bay Energy Inc. Common Shares Consolidated International

Investment Holdings Inc. 3 07/13/2012 10 0.05 3,691,000 -309,000

Emerald Bay Energy Inc. Common Shares Consolidated International Investment Holdings Inc.

3 07/18/2012 10 0.05 2,796,000 -895,000

Empire Company Limited Options Beesley, Paul Victor 5 07/15/2012 50 53.93 100,864 11,126 Empire Company Limited Rights PSU (Performance

Share Units) Beesley, Paul Victor 5 07/15/2012 56 5,481 2,782

Empire Company Limited Options Mahoney, Stewart Harry 5 07/15/2012 50 53.93 22,078 3,122 Empire Company Limited Rights PSU (Performance

Share Units) Mahoney, Stewart Harry 5 07/15/2012 56 1,540 781

Empire Company Limited Non-Voting Shares Class A

McCaskill, Karin Ann 7 12/11/2002 00

Empire Company Limited Non-Voting Shares Class A

McCaskill, Karin Ann 7 07/16/2012 10 56.25 500 500

Empire Company Limited Rights PSU (Performance Share Units)

Poulin, Marc 4, 7 02/26/2001 00

Empire Company Limited Rights PSU (Performance Share Units)

Poulin, Marc 4, 7 07/15/2012 56 11,821 11,821

Empire Company Limited Options Sobey, Frank C. 7 07/15/2012 50 53.93 25,481 2,437 Empire Company Limited Rights PSU (Performance

Share Units) Sobey, Frank C. 7 07/15/2012 56 1,201 609

Empire Company Limited Options Sobey, Paul David 4, 5 07/15/2012 50 53.93 262,418 24,365 Empire Company Limited Rights PSU (Performance

Share Units) Sobey, Paul David 4, 5 07/15/2012 56 12,020 6,092

Endeavour Silver Corp. Common Shares AuRico Gold Inc. 3 07/13/2012 00 11,037,528 EnerCare Inc. (formerly The Consumers' Waterheater Income Fund)

Common Shares Octavian Advisors, LP 3 04/28/2011 00

Insider Reporting

July 26, 2012 (2012) 35 OSCB 6926



Acquired/ Disposed

EnerCare Inc. (formerly The Consumers' Waterheater Income Fund)

Common Shares Octavian Advisors, LP 3 04/28/2011 00 4,713,727


Common Shares Octavian Advisors, LP 3 06/06/2011 10 7.48 4,750,870 14,200

















































Insider Reporting

July 26, 2012 (2012) 35 OSCB 6927



Acquired/ Disposed








































Common Shares Octavian Advisors, LP 3 04/10/2012 10 9.3482 97,700













Insider Reporting

July 26, 2012 (2012) 35 OSCB 6928



Acquired/ Disposed





















































Insider Reporting

July 26, 2012 (2012) 35 OSCB 6929



Acquired/ Disposed





















































Insider Reporting

July 26, 2012 (2012) 35 OSCB 6930



Acquired/ Disposed





















































Insider Reporting

July 26, 2012 (2012) 35 OSCB 6931



Acquired/ Disposed




















Common Shares Octavian Advisors, LP 3 04/28/2011 00 925,754


Common Shares Octavian Advisors, LP 3 06/06/2011 99 7.48 931,811 2,300


Common Shares Octavian Advisors, LP 3 06/07/2011 99 7.48 932,759 948





























Insider Reporting

July 26, 2012 (2012) 35 OSCB 6932



Acquired/ Disposed





















































Insider Reporting

July 26, 2012 (2012) 35 OSCB 6933



Acquired/ Disposed








































Equity Swap - Long Position

Octavian Advisors, LP 3 04/28/2011 00






Octavian Advisors, LP 3 04/28/2011 00 530,913



Octavian Advisors, LP 3 05/19/2011 70 553,856 22,943



Octavian Advisors, LP 3 11/29/2011 72 derivative

8.27 528,527 -25,329




8.336 503,198 -25,329




8.394 486,312 -16,886

Insider Reporting

July 26, 2012 (2012) 35 OSCB 6934



Acquired/ Disposed




8.398 469,426 -16,886




8.391 444,097 -25,329




8.558 418,767 -25,330




9.207 401,881 -16,886




9.3253 376,551 -25,330




9.448 347,001 -29,550




9.473 321,672 -25,329




9.495 279,457 -42,215




9.5149 212,908 -66,549




9.4609 170,694 -42,214




9.5462 107,372 -63,322




9.5524 44,050 -63,322




9.5381 22,943 -21,107













8.27 -30,000




8.336 -30,000




8.394 -20,000




8.398 -20,000




8.391 -30,000




8.558 -30,000




9.207 -20,000




9.3253 -30,000




9.448 -35,000




9.473 -30,000

Insider Reporting

July 26, 2012 (2012) 35 OSCB 6935



Acquired/ Disposed




9.495 -50,000




9.495 -42,215




9.5149 -78,900




9.4609 -50,000




9.5462 -75,000




9.5524 -75,000




9.5381 -25,000






Octavian Advisors, LP 3 05/19/2011 70 7.47 3,757



Octavian Advisors, LP 3 05/19/2011 70 7.47 3,757



Octavian Advisors, LP 3 05/19/2011 99 101,744 3,757



Octavian Advisors, LP 3 05/24/2011 99 8.27 97,073 -4,671




8.336 -4,671




8.336 -4,671



Octavian Advisors, LP 3 11/30/2011 99 92,402 -4,671




8.394 -3,114




8.394 -3,114






Octavian Advisors, LP 3 12/05/2011 11 8.398 -3,114



Octavian Advisors, LP 3 12/05/2011 11 8.398 -3,114







8.391 -4,671




8.391 -4,671










8.558 -4,670

Insider Reporting

July 26, 2012 (2012) 35 OSCB 6936



Acquired/ Disposed




8.558 -4,670







9.207 -3,114




9.207 -3,114




9.207 -3,114







4670 -4,670




4670 -4,670




9.448 -5,450




9.448 -5,450







9.473 -4,671




9.473 -4,671







9.495 -7,785




9.495 -7,785







9.5149 -12,351




9.5149 -12,351
















Energizer Resources Inc. Common Shares Heng, Joseph, Ching-Hiang 5 07/13/2012 97 0.15 1,350,000 250,000

Energizer Resources Inc. Options Heng, Joseph, Ching-Hiang 5 07/13/2012 51 0.15 530,000 -250,000

Energizer Resources Inc. Common Shares McKinnon, Jacob 5 07/13/2012 97 0.15 1,625,000 250,000 Energizer Resources Inc. Options McKinnon, Jacob 5 07/13/2012 51 0.15 1,160,000 -250,000 Energizer Resources Inc. Options McKinnon, Kirk 4 07/13/2012 50 0.29 1,350,000 675,000

Insider Reporting

July 26, 2012 (2012) 35 OSCB 6937



Acquired/ Disposed

Energizer Resources Inc. Options McKinnon, Kirk 4 07/13/2012 52 0.15 375,000 -975,000 Energizer Resources Inc. Common Shares Schler, Richard 4 05/05/2010 00 Energizer Resources Inc. Common Shares Schler, Richard 4 07/13/2012 97 0.15 200,000 200,000 Energizer Resources Inc. Options Schler, Richard 4 07/13/2012 51 0.15 4,340,000 -200,000 Energizer Resources Inc. Options Schler, Richard 4 07/13/2012 50 0.29 5,015,000 675,000 Energizer Resources Inc. Options Schler, Richard 4 07/13/2012 52 0.15 4,340,000 -675,000 ENERGY INDEXPLUS Dividend Fund

Trust Units Energy Indexplus Dividend Fund

1 07/16/2012 38 7.48 438,100 1,900

ENERGY INDEXPLUS Dividend Fund


1 07/17/2012 38 7.53 440,700 2,600



1 07/18/2012 38 7.6 441,300 600



1 07/19/2012 38 7.65 443,100 1,800

Energy Leaders Income Fund

Trust Units Energy Leaders Income Fund

1 07/13/2012 10 500 500


Trust Units Energy Leaders Income Fund

1 07/13/2012 38 0 -500


Trust Units Kovacs, Michael 4, 5 07/13/2012 10 11 1,100 100


Trust Units Kovacs, Michael 4, 5 07/16/2012 10 11 1,200 100

Enertopia Corp. Warrants Bhullar, Baljinder 5 05/31/2012 55 0.3 0 -1,000 Enpar Technologies Inc. Common Shares Shelp, Gene Sidney 4, 5 07/16/2012 10 0.055 3,397,074 50,000 Enseco Energy Services Corp.

Common Shares Brussa, John Albert 4 07/17/2012 10 0.75 500

Enseco Energy Services Corp.

Common Shares Brussa, John Albert 4 07/17/2012 10 0.75 500


Common Shares Brussa, John Albert 4 07/16/2012 10 0.75 70,800 59,000


Common Shares Brussa, John Albert 4 07/17/2012 10 0.75 71,300 500


Common Shares Brussa, John Albert 4 07/18/2012 10 0.75 71,800 500




Common Shares Grad, Stan 4 07/16/2012 10 0.75 520,700 59,000


Common Shares Grad, Stan 4 07/17/2012 10 0.75 521,200 500


Common Shares Grad, Stan 4 07/18/2012 10 0.75 521,700 500


Common Shares Grad, Stan 4 07/19/2012 10 0.75 536,700 15,000

Enterprise Oilfield Group, Inc.

Common Shares JAROSZUK, LEONARD 4, 5 07/16/2012 10 0.15 4,189,332 17,500

Enterprise Oilfield Group, Inc.

Common Shares Pinsent, John Harld Charles 4 07/13/2012 10 0.145 28,500 8,000

Entourage Metals Ltd. Common Shares Florek, John 4, 5 07/03/2012 10 0.3 1,186,000 1,000 Entourage Metals Ltd. Common Shares Florek, John 4, 5 07/03/2012 10 0.29 1,187,000 1,000 Entourage Metals Ltd. Common Shares Florek, John 4, 5 07/03/2012 10 0.28 1,187,500 500 Entourage Metals Ltd. Common Shares Sundar, Jeffrey Rohit 4, 5 07/05/2012 10 0.32 1,318,501 500 Entourage Metals Ltd. Common Shares Sundar, Jeffrey Rohit 4, 5 07/09/2012 10 0.32 1,319,001 500 Entourage Metals Ltd. Common Shares Sundar, Jeffrey Rohit 4, 5 07/09/2012 10 0.32 1,319,501 500 Entourage Metals Ltd. Common Shares Sundar, Jeffrey Rohit 4, 5 07/12/2012 10 0.315 1,320,501 1,000 Entourage Metals Ltd. Common Shares Sundar, Jeffrey Rohit 4, 5 07/13/2012 10 0.3 1,323,501 3,000 Environmental Waste International Inc.

Common Shares Martinsons, Valdis Andris 4 07/17/2012 10 0.2 819,000 2,000

Esperanza Resources Corp. Options Pincus, William 4, 5 06/12/2012 50 1.25 700,000 100,000 Essex Angel Capital Inc. Common Shares Galdi, Richard Joseph 5 07/13/2012 10 0.0558 1,436,000 6,000 Essex Angel Capital Inc. Common Shares Galdi, Richard Joseph 5 07/13/2012 10 0.05 1,437,000 1,000 Essex Angel Capital Inc. Common Shares Galdi, Richard Joseph 5 07/13/2012 10 0.056 1,442,000 5,000 Essex Angel Capital Inc. Common Shares Galdi, Richard Joseph 5 07/17/2012 10 0.07 1,443,000 1,000 Essex Angel Capital Inc. Common Shares Galdi, Richard Joseph 5 07/18/2012 10 0.055 1,444,000 1,000 Essex Angel Capital Inc. Common Shares Hawkins, Julian James

Edward 5 07/06/2011 00

Essex Angel Capital Inc. Common Shares Hawkins, Julian James Edward

5 07/13/2012 10 0.07 71,000 71,000

European Uranium Resources Ltd.

Warrants Inwentash, Sheldon 3 07/14/2012 55 1 1,000,000 -225,000


Warrants Inwentash, Sheldon 3 07/14/2012 55 1 250,000 -100,000


Warrants Inwentash, Sheldon 3 07/14/2012 55 1 0 -150,000


Warrants Meyer, Doris 5 07/14/2012 55 1 0 -15,000


Warrants Nicol, Dorian (Dusty) 4, 5 07/14/2012 55 1 0 -15,000

Insider Reporting

July 26, 2012 (2012) 35 OSCB 6938



Acquired/ Disposed


Warrants Pinetree Capital Ltd. 3 07/14/2012 55 1 250,000 -100,000

Eurotin Inc. Common Shares Miller, Peter 4 07/14/2012 54 0.3 3,968,113 120,000 Eurotin Inc. Warrants Miller, Peter 4 07/14/2012 54 0.3 491,560 -120,000 Eurotin Inc. Warrants Miller, Peter 4 07/14/2012 55 0.3 250,000 -241,560 Everton Resources Inc. Options Audet, André 4 07/17/2012 52 0.82 2,195,000 -280,000 Everton Resources Inc. Options Macdonald, Hugh Brooke 4 07/17/2012 52 0.82 415,000 -160,000 Everton Resources Inc. Options Paterson, John 4 07/17/2012 52 0.82 175,000 -40,000 Evolving Gold Corp. Options Barker, Robert Wadhams 4 07/13/2012 50 0.32 1,950,000 300,000 Evolving Gold Corp. Options Duncan, Robert Bruce 4 07/13/2012 50 0.32 1,550,000 600,000 Evolving Gold Corp. Options Jenkins, Charles Edward 5 07/13/2012 50 1,200,000 450,000 Evolving Gold Corp. Options Majcher, William 4 07/13/2012 50 0.32 885,500 300,000 Excalibur Resources Ltd. Options McLean, Donna Ruth 5 07/13/2012 00 100,000 Excellon Resources Inc. Common Shares Crossgrove, Peter

Alexander 4, 5 07/16/2012 10 0.5289 1,166,480 165,000

EXFO Inc. (formerly know as EXFO Electro-Optical Engineering Inc.)


EXFO Inc. 1 07/11/2012 38 4.8765 8,100 8,100



EXFO Inc. 1 07/11/2012 38 4.8765 0 -8,100



EXFO Inc. 1 07/11/2012 38 4.8065 3,700 3,700



EXFO Inc. 1 07/11/2012 38 4.8065 0 -3,700



EXFO Inc. 1 07/12/2012 38 4.7332 8,179 8,179



EXFO Inc. 1 07/12/2012 38 4.7332 0 -8,179



EXFO Inc. 1 07/12/2012 38 4.6209 2,200 2,200



EXFO Inc. 1 07/12/2012 38 4.6209 0 -2,200



EXFO Inc. 1 07/13/2012 38 4.6887 8,179 8,179



EXFO Inc. 1 07/13/2012 38 4.6887 0 -8,179



EXFO Inc. 1 07/13/2012 38 4.62 1,900 1,900



EXFO Inc. 1 07/13/2012 38 4.62 0 -1,900



EXFO Inc. 1 07/16/2012 38 4.6841 8,179 8,179



EXFO Inc. 1 07/16/2012 38 4.6841 0 -8,179



EXFO Inc. 1 07/16/2012 38 4.6004 3,800 3,800



EXFO Inc. 1 07/16/2012 38 4.6004 0 -3,800



EXFO Inc. 1 07/17/2012 38 4.733 8,100 8,100



EXFO Inc. 1 07/17/2012 38 4.733 0 -8,100



EXFO Inc. 1 07/17/2012 38 4.6761 3,800 3,800



EXFO Inc. 1 07/17/2012 38 4.6761 0 -3,800



EXFO Inc. 1 07/18/2012 38 4.7324 7,279 7,279

Insider Reporting

July 26, 2012 (2012) 35 OSCB 6939



Acquired/ Disposed



EXFO Inc. 1 07/18/2012 38 4.7324 0 -7,279



EXFO Inc. 1 07/18/2012 38 4.6762 5,400 5,400



EXFO Inc. 1 07/18/2012 38 4.6762 0 -5,400



EXFO Inc. 1 07/19/2012 38 4.7238 6,379 6,379



EXFO Inc. 1 07/19/2012 38 4.7238 0 -6,379



EXFO Inc. 1 07/19/2012 38 4.6873 7,500 7,500



EXFO Inc. 1 07/19/2012 38 4.6873 0 -7,500

Exploration Orbite VSPA Inc. Actions Classe A Fournier, Joel 5 04/18/2011 10 -12,000

Exploration Orbite VSPA Inc. Actions Classe A Fournier, Joel 5 04/18/2011 10 4.41 -10,500

Exploration Orbite VSPA Inc. Actions Classe A Fournier, Joel 5 04/18/2011 10 4.4 188,300 -11,700





Extendicare Inc. Common Shares Extendicare Inc. 1 07/01/2012 00 Extendicare Inc. Common Shares Extendicare Inc. 1 07/13/2012 38 7.7227 6,600 6,600 Extendicare Inc. Common Shares Extendicare Inc. 1 07/16/2012 38 7.834 7,600 1,000 Extendicare Inc. Common Shares Extendicare Inc. 1 07/17/2012 38 7.86 9,600 2,000 Extendicare Inc. Common Shares Extendicare Inc. 1 07/18/2012 38 7.876 11,600 2,000 F.D.G. Mining Inc. Common Shares Dunn, David 4 07/18/2012 10 0.1 80,000 10,000 Faircourt Split Trust Trust Units Faircourt Asset

Management Inc. 8 07/19/2012 10 4.63 1,500 500

Falcon Gold Corp. Options Clausi, Peter Michael 4 07/17/2012 50 0.15 316,500 100,000 Falcon Gold Corp. Options Crawford, Brian Lorne 4, 5 07/17/2012 50 0.15 355,000 100,000 Falcon Gold Corp. Options Lavigne, James Gerard 5 07/17/2012 50 0.15 375,000 250,000 Falcon Gold Corp. Options Stringer, Edward 4, 6, 5 07/17/2012 50 0.15 375,000 250,000 Falcon Gold Corp. Options Tafel, David Geophry 4 06/15/2012 00 Falcon Gold Corp. Options Tafel, David Geophry 4 07/17/2012 50 0.15 200,000 200,000 Far Resources Ltd. Common Shares Anderson, Leon Frank 4, 5 07/18/2012 10 0.08 146,668 10,000 Forsys Metals Corp Common Shares Leo Fund Managers Limited 3 07/12/2012 10 0.8 14,672,591 6,500

Forsys Metals Corp Common Shares Leo Fund Managers Limited 3 07/13/2012 10 0.8 14,677,591 5,000

Forsys Metals Corp Common Shares Leo Fund Managers Limited 3 07/16/2012 10 0.8 14,683,091 5,500

Forsys Metals Corp Common Shares Leo Fund Managers Limited 3 07/19/2012 10 0.84 14,683,591 500

Fortress Paper Ltd. Rights Deferred Share Units

Coleman, John 4 07/16/2012 56 16.13 6,770 201


Monahan, Pierre 4 07/16/2012 56 16.13 2,329 402


Tornare, Roland 4 07/16/2012 56 16.13 6,690 201


Whittall, Richard O'Connor 4 07/16/2012 56 16.13 9,842 402

Freehold Royalties Ltd. Common Shares Canadian National Railway Company, Administrator of the CN Trust Funds

3 07/16/2012 10 17.42 107,645


3 07/16/2012 30 17.42 13,501,828 107,645


3 07/16/2012 30 17.42 28,576


3 07/16/2012 30 17.42 3,584,243 28,576

Frontier Rare Earths Limited Ordinary Shares Frontier Rare Earths Limited

1 07/13/2012 10 0.6055 240,300 17,900

Insider Reporting

July 26, 2012 (2012) 35 OSCB 6940



Acquired/ Disposed


1 07/16/2012 10 0.6 245,300 5,000


1 07/17/2012 10 0.6 254,200 8,900


1 07/19/2012 10 0.6 264,200 10,000

General Donlee Canada Inc. Common Shares Mikirditsian, Garen 5 07/17/2012 10 4.05 800 800 General Donlee Canada Inc. Common Shares Mikirditsian, Garen 5 07/18/2012 10 4.05 3,600 3,600 General Donlee Canada Inc. Common Shares Mikirditsian, Garen 5 07/19/2012 10 4.06 5,000 1,400 General Donlee Canada Inc. Common Shares Mikirditsian, Garen 5 07/17/2012 10 4.05 15,450 450 General Donlee Canada Inc. Common Shares Mikirditsian, Garen 5 05/02/2011 00 General Donlee Canada Inc. Common Shares Mikirditsian, Garen 5 07/17/2012 10 4.05 800 General Donlee Canada Inc. Common Shares Mikirditsian, Garen 5 07/17/2012 10 4.05 800 General Donlee Canada Inc. Common Shares Mikirditsian, Garen 5 05/02/2011 00 General Donlee Canada Inc. Common Shares Mikirditsian, Garen 5 07/17/2012 10 4.05 1,100 1,100 Genesis Land Development Corp.

Common Shares Brodsky, Michael Benjamin 4 07/12/2012 00

Genesis Land Development Corp.

Options Brodsky, Michael Benjamin 4 07/12/2012 00

Genivar Inc. Common Shares Canada Pension Plan Investment Board

3 07/16/2012 30 7,834 134

Genivar Inc. Common Shares Canada Pension Plan Investment Board

3 07/16/2012 30 3,306,844 56,844

GeoGlobal Resources Inc. Options Cohen, Eli 4 06/08/2012 00 GeoGlobal Resources Inc. Options Cohen, Eli 4 06/08/2012 00 50,000 GeoGlobal Resources Inc. Options Cohen, Eli 4 06/08/2012 50 0.21 50,000 GeoGlobal Resources Inc. Options Cohen, Eli 4 06/08/2012 50 0.21 50,000 Geomark Exploration Ltd. Common Shares Fink, George Frederick 4, 5 07/17/2012 10 0.72 348,348 7,500 GeoVenCap Inc. Common Shares Méthot, Léon 5 07/17/2012 10 0.24 55,000 2,500 Gitennes Exploration Inc. Common Shares booth, kenneth david 4, 5 07/11/2012 10 0.02 410,000 100,000 Giyani Gold Corp. Options Kelly, Scott 4 08/22/2011 00 Giyani Gold Corp. Options Kelly, Scott 4 08/22/2011 00 150,000 Giyani Gold Corp. Options Kelly, Scott 4 07/10/2012 50 1.3 250,000 100,000 Gluskin Sheff + Associates Inc.

Deferred Share Units Beeston, Paul 5 07/16/2012 56 5,240 19

Gluskin Sheff + Associates Inc.

Deferred Share Units Gobert, Wilfred Arthur 4 07/16/2012 56 9,757 19


Deferred Share Units Themens, Pierre-Andre 4 07/16/2012 56 10,062 19


Deferred Share Units Weiss, Robert Samson 4 07/16/2012 56 14,229 19

GoGold Resources Inc. Common Shares Gaunce, Phillip Harry 4 05/10/2011 10 0.84 100,000 GoGold Resources Inc. Common Shares Gaunce, Phillip Harry 4 05/10/2011 10 0.84 40,000 GoGold Resources Inc. Common Shares Gaunce, Phillip Harry 4 05/10/2011 10 0.84 60,000 GoGold Resources Inc. Common Shares Gaunce, Phillip Harry 4 01/22/2010 00 GoGold Resources Inc. Common Shares Gaunce, Phillip Harry 4 05/10/2011 10 0.84 60,000 60,000 GoGold Resources Inc. Common Shares Gaunce, Phillip Harry 4 01/22/2010 00 GoGold Resources Inc. Common Shares Gaunce, Phillip Harry 4 05/10/2011 10 0.84 40,000 40,000 GoGold Resources Inc. Common Shares Waye, George Frederick 4 12/21/2011 90 42,800 18,800 GoGold Resources Inc. Common Shares Waye, George Frederick 4 12/21/2011 90 216,200 -18,800 Golden Predator Corp. Common Shares Sheriff, William Morris 6 07/17/2012 10 0.36 5,851,594 10,000 Golden Predator Corp. Common Shares Sheriff, William Morris 6 07/18/2012 10 0.355 5,854,094 2,500 Golden Predator Corp. Common Shares Sheriff, William Morris 6 07/18/2012 10 0.36 5,856,594 2,500 Golden Predator Corp. Common Shares Sheriff, William Morris 6 07/18/2012 10 0.365 5,861,594 5,000 Golden Queen Mining Co. Ltd.

Common Shares Clay, Landon 3 07/12/2012 47 -1,183,300 -3,362,241

Golden Queen Mining Co. Ltd.

Common Shares Clay, Landon 3 01/20/2004 00


Common Shares Clay, Landon 3 07/12/2012 47 3,362,241 3,362,241


Common Shares Clay, Thomas Moragne 4 01/13/2009 00


Common Shares Clay, Thomas Moragne 4 07/12/2012 47 3,362,241 3,362,241

Golden Star Resources Ltd. Deferred Share Units Askew, James 4 07/16/2012 56 41,139 24,258 Golden Star Resources Ltd. Deferred Share Units Doyle, Robert Emmet 4 07/16/2012 56 1.134 60,373 24,258 Golden Star Resources Ltd. Deferred Share Units Jensen, Tony 4 06/13/2012 00 Golden Star Resources Ltd. Deferred Share Units Jensen, Tony 4 07/16/2012 56 1.134 4,043 4,043 Golden Star Resources Ltd. Deferred Share Units MacGregor, Ian 4 07/16/2012 56 1.134 41,139 24,258 Golden Star Resources Ltd. Deferred Share Units Nelsen, Craig Joseph 4 07/16/2012 56 1.134 25,258 Golden Star Resources Ltd. Deferred Share Units Nelsen, Craig Joseph 4 07/16/2012 56 1.134 58,677 24,258 Golden Star Resources Ltd. Deferred Share Units Thompson, Chris M 4 07/16/2012 56 1.134 63,579 37,490 Golden Star Resources Ltd. Deferred Share Units Yeates, William Lee 4 07/16/2012 56 1.134 20,569 12,129 Goldgroup Mining Inc. Common Shares VanDoorselaere, Dustin

Simon8 07/18/2012 10 0.53 317,044 120,000

Goldgroup Mining Inc. Common Shares VanDoorselaere, Dustin Simon

8 07/19/2012 10 0.51 392,044 75,000

Great Bear Resources Ltd. Options McAndless, Patrick Michael 4 07/17/2012 50 0.1 500,000 50,000

Insider Reporting

July 26, 2012 (2012) 35 OSCB 6941



Acquired/ Disposed

Great Bear Resources Ltd. Options Ricci, Antonio 4 07/17/2012 50 0.1 600,000 200,000 Great Bear Resources Ltd. Options Taylor, Christopher Neil

Akehurst 5 07/17/2012 50 0.1 850,000 100,000

Greenscape Capital Group Inc.

Common Shares Scharfe, Bradley Nixon 3, 4 07/12/2012 10 0.05 9,267,493 10,000

GTA Resources and Mining Inc.

Common Shares Stares, Michael 4 07/16/2012 10 0.41 40,500 -3,500

Guardian Capital Group Limited


Bowers, Simon James 7 07/16/2012 10 9.51 1,500 250

Guyana Goldfields Inc. Common Shares Noone, Daniel Joseph 4 07/19/2012 10 1.95 188,000 17,800 Guyana Goldfields Inc. Common Shares Noone, Daniel Joseph 4 07/20/2012 10 1.95 190,200 2,200 Heatherdale Resources Ltd. Common Shares Peters, Mark 5 03/26/2012 00 Heatherdale Resources Ltd. Common Shares Peters, Mark 5 07/11/2012 10 0.185 20,000 20,000 Heatherdale Resources Ltd. Common Shares Rathdowney Resources

Ltd.3 07/18/2012 00 22,000,000

High Arctic Energy Services Inc.

Common Shares High Arctic Energy Services Inc., High Arctic Energy Services Inc.

1 05/29/2012 38 13,248 -12,448



1 05/30/2012 38 13,200 -6,248



1 05/31/2012 38 17,600 -800



1 06/01/2012 38 12,200 -6,200



1 06/04/2012 38 12,248 -6,200



1 06/05/2012 38 7,048 -5,200



1 06/06/2012 38 8,248 -800



1 06/07/2012 38 8,248 -6,248



1 06/11/2012 38 12,496 -2,000



1 06/12/2012 38 12,496 -6,248



1 06/14/2012 38 18,696 -6,248



1 06/15/2012 38 14,448 -6,248



1 06/18/2012 38 8,200 -6,248



1 06/19/2012 38 2,000 -6,200



1 06/20/2012 38 0 -2,000

Horn Petroleum Corporation (formerly Denovo Capital Corp.)

Options Phillips, James 7 07/10/2012 00 333,334

HOUSTON LAKE MINING INC.

Options Kelly, John G 4 08/23/2010 52 0.23 250,000 -150,000


Common Shares Walker, Trevor 5 01/06/2010 00 7,500


Options Walker, Trevor 5 01/06/2010 00


Options Walker, Trevor 5 06/01/2010 50 0.14 350,000


Options Walker, Trevor 5 06/01/2010 50 0.2 350,000 350,000


Options Walker, Trevor 5 06/07/2011 50 0.14 600,000 250,000

HudBay Minerals Inc. Rights Share Units Barraclough, James Bruce 4 07/15/2012 56 17,700 1,925 HudBay Minerals Inc. Rights Share Units Benavides, Roque Eduardo 4 06/14/2012 00

Insider Reporting

July 26, 2012 (2012) 35 OSCB 6942



Acquired/ Disposed

HudBay Minerals Inc. Rights Share Units Benavides, Roque Eduardo 4 07/15/2012 56 359 359

HudBay Minerals Inc. Rights Share Units Goodman, Thomas Andrew 4 07/15/2012 56 79,985 359

HudBay Minerals Inc. Rights Share Units Hibben, Alan Roy 4 07/15/2012 56 43,252 4,878 HudBay Minerals Inc. Rights Share Units HOLMES, WARREN 4 07/15/2012 56 103,996 5,455 HudBay Minerals Inc. Rights Share Units Knowles, John Lewis 4 07/15/2012 56 34,925 5,343 HudBay Minerals Inc. Rights Share Units Lenczner, Alan John 4 07/15/2012 56 17,700 1,925 HudBay Minerals Inc. Rights Share Units Stowe, Kenneth George 4 07/15/2012 56 7,912 1,925 HudBay Minerals Inc. Rights Share Units Voorheis, George Wesley

Thomas4 07/15/2012 56 92,521 11,071

HUMBOLDT CAPITAL CORPORATION

Common Shares Humboldt Capital Corporation

1 07/13/2012 10 1.75 2,000 2,000

HUMBOLDT CAPITAL CORPORATION

Common Shares Humboldt Capital Corporation

1 07/13/2012 38 1.75 0 -2,000

Huntingdon Capital Corp. Common Shares Huntingdon Capital Corp. 1 07/19/2012 38 12.1 87,311 1,200 IGM Financial Inc. Deferred Share Units Veilleux, Gérard 4 04/30/2010 56 37.62 9,976 276 IGM Financial Inc. Deferred Share Units Veilleux, Gérard 4 10/01/2010 56 41.49 10,223 247 IGM Financial Inc. Deferred Share Units Veilleux, Gérard 4 12/31/2010 35 41.92 10,584 361 IGM Financial Inc. Deferred Share Units Veilleux, Gérard 4 01/01/2011 56 43.55 10,840 256 IGM Financial Inc. Deferred Share Units Veilleux, Gérard 4 04/01/2011 56 48.79 11,032 192 IGM Financial Inc. Deferred Share Units Veilleux, Gérard 4 07/01/2011 56 50.29 11,253 221 IGM Financial Inc. Deferred Share Units Veilleux, Gérard 4 10/01/2011 56 43.67 11,528 275 IGM Financial Inc. Deferred Share Units Veilleux, Gérard 4 12/31/2011 35 45.66 12,035 507 IGM Financial Inc. Deferred Share Units Veilleux, Gérard 4 01/01/2012 56 44.55 12,285 250 IGM Financial Inc. Deferred Share Units Veilleux, Gérard 4 01/31/2012 35 44.8 12,429 144 IGM Financial Inc. Deferred Share Units Veilleux, Gérard 4 04/01/2012 56 47.02 12,628 199 IGM Financial Inc. Deferred Share Units Veilleux, Gérard 4 04/30/2012 35 46.35 12,772 144 IGM Financial Inc. Deferred Share Units Veilleux, Gérard 4 06/30/2012 56 39.58 13,075 303 Imaging Dynamics Company Ltd.

Common Shares Belfrey Medical Investments Limited

3 07/13/2012 00 450,000,000

Imaging Dynamics Company Ltd.

Options Huang, Si Dong 4, 5 07/13/2012 00 380,000

Immunall Science Inc. Options McLennan, Craig 4, 5 06/11/2007 00 200,000 Immunall Science Inc. Options McLennan, Craig 4, 5 07/16/2012 52 0 -200,000 Immunotec Inc. (formerly Magistral Biotech Inc.)

Options Régime d'options Audet, Daniel 5 06/14/2012 50 0.35 25,000 25,000

Immunotec Inc. (formerly Magistral Biotech Inc.)

Options Régime d'options Audet, Daniel 5 07/18/2012 00

Imperial Metals Corporation Common Shares Deepwell, Andre Henry 5 07/16/2012 30 10.34 263,835 421 Imperial Metals Corporation Common Shares Giraud, Thomas Sewell

Byng 5 07/16/2012 30 10.33 1,667 299

Imperial Metals Corporation Common Shares Imperial Metals Corporation 1 07/17/2012 38 8.4 521 500

Imperial Metals Corporation Common Shares Keevil, Gordon 5 07/16/2012 30 10.32 1,590 321 Imperial Metals Corporation Common Shares KYNOCH, J. BRIAN 4, 5 07/16/2012 30 10.32 1,023,793 515 Imperial Metals Corporation Common Shares McAndless, Patrick Michael 5 07/16/2012 30 10.32 19,115 345

Imperial Metals Corporation Common Shares Muraro, Theodore William 4 07/11/2012 30 12.91 24,741 643 Imperial Metals Corporation Common Shares Parsons, Donald Frazer 5 07/16/2012 30 10.32 151,488 402 INSCAPE Corporation Options Dyke, Dennis Robert 5 07/17/2012 50 2.05 54,004 24,141 INSCAPE Corporation Options Kong, Quentin Matthew 5 01/02/2012 00 INSCAPE Corporation Options Kong, Quentin Matthew 5 07/17/2012 50 2.05 45,784 45,784 INSCAPE Corporation Options Parshad, David 5 07/17/2012 50 2.05 82,751 29,135 INSCAPE Corporation Options Smallwood, Kent Earl 5 07/17/2012 50 2.05 147,770 52,027 INSCAPE Corporation Options Snelling, Glen Allen 5 07/16/2012 50 2.05 76,920 29,135 Intact Financial Corporation Deferred Share Units for

Directors Cantor, Paul George Samuel

4 07/17/2012 46 62.78 7,056 346

Intact Financial Corporation Deferred Share Units for Directors

Côté, Marcel 4 07/17/2012 46 62.78 11,913 197


crispin, robert william 4 07/17/2012 46 62.78 5,091 149


Mercier, Eileen Ann 4 07/17/2012 46 62.7 7,674 221

Intact Financial Corporation Common Shares Penner, Timothy Herbert 4 07/16/2012 46 62.66 2,454 197 Intact Financial Corporation Deferred Share Units for

Directors roy, louise 4 07/17/2012 46 62.78 6,018 346

Intact Financial Corporation Common Shares Snyder, Stephen Gregory 4 07/16/2012 46 62.66 24,767 220 Intact Financial Corporation Deferred Share Units for

Directors Stephenson, Carol M. 4 07/17/2012 46 62.78 9,180 346

International Northair Mines Ltd.

Common Shares Coeur d'Alene Mines Corporation

3 07/12/2012 00 10,750,000


Warrants Coeur d'Alene Mines Corporation

3 07/12/2012 00 5,375,000


Common Shares Schedler, Ryan 4 07/12/2012 11 0.28 820,272 357,142

InterOil Corporation Common Shares MULACEK, PHIL E 3, 4, 5 07/16/2012 10 1,640,677 -8,650 InterOil Corporation Rights Performance

Share Units Namaliu, Rabbie Langanai 4 07/02/2012 00 1,842

Insider Reporting

July 26, 2012 (2012) 35 OSCB 6943



Acquired/ Disposed

Intertape Polymer Group Inc. Options Baker, Eric 4 07/16/2012 56 7.56 10,000

Intertape Polymer Group Inc. Options Baker, Eric 4 07/16/2012 56 7.56 10,000

Intertape Polymer Group Inc. Rights SARs Baker, Eric 4 06/28/2007 00

Intertape Polymer Group Inc. Rights SARs Baker, Eric 4 07/16/2012 56 7.56 10,000 10,000

Intertape Polymer Group Inc. Options Beil, Robert 4 07/16/2012 56 7.56 10,000

Intertape Polymer Group Inc. Options Beil, Robert 4 07/16/2012 56 7.56 10,000

Intertape Polymer Group Inc. Rights SARs Beil, Robert 4 09/05/2007 00

Intertape Polymer Group Inc. Rights SARs Beil, Robert 4 07/16/2012 56 7.56 10,000 10,000

Intertape Polymer Group Inc. Options Bunze, George J. 4 07/16/2012 56 7.56 10,000

Intertape Polymer Group Inc. Options Bunze, George J. 4 07/16/2012 56 7.56 10,000

Intertape Polymer Group Inc. Rights SARs Bunze, George J. 4 06/28/2007 00

Intertape Polymer Group Inc. Rights SARs Bunze, George J. 4 07/16/2012 56 7.56 10,000 10,000

Intertape Polymer Group Inc. Options Carpenter, Jim Bob 5 07/16/2012 56 7.56 40,000

Intertape Polymer Group Inc. Options Carpenter, Jim Bob 5 07/16/2012 56 7.56 40,000

Intertape Polymer Group Inc. Rights SARs Carpenter, Jim Bob 5 04/03/2000 00

Intertape Polymer Group Inc. Rights SARs Carpenter, Jim Bob 5 07/16/2012 56 7.56 40,000 40,000

Intertape Polymer Group Inc. Options Foster, Robert J 4 07/16/2012 56 7.56 10,000

Intertape Polymer Group Inc. Options Foster, Robert J 4 07/16/2012 56 7.56 10,000

Intertape Polymer Group Inc. Rights SARs Foster, Robert J 4 06/08/2010 00

Intertape Polymer Group Inc. Rights SARs Foster, Robert J 4 07/16/2012 56 7.56 10,000 10,000

Intertape Polymer Group Inc. Options Hildreth, Burgess 5 07/16/2012 56 7.56 40,000

Intertape Polymer Group Inc. Options Hildreth, Burgess 5 07/16/2012 56 7.56 40,000

Intertape Polymer Group Inc. Rights SARs Hildreth, Burgess 5 12/19/2000 00

Intertape Polymer Group Inc. Rights SARs Hildreth, Burgess 5 07/16/2012 56 7.56 40,000 40,000

Intertape Polymer Group Inc. Options Pantelidis, James 4 05/16/2012 00

Intertape Polymer Group Inc. Options Pantelidis, James 4 07/16/2012 56 7.56 30,000

Intertape Polymer Group Inc. Options Pantelidis, James 4 07/16/2012 56 7.56 30,000

Intertape Polymer Group Inc. Rights SARs Pantelidis, James 4 05/16/2012 00

Intertape Polymer Group Inc. Rights SARs Pantelidis, James 4 07/16/2012 56 7.56 30,000 30,000

Intertape Polymer Group Inc. Options Pitz, Bernard 5 07/16/2012 56 7.56 165,000

Intertape Polymer Group Inc. Options Pitz, Bernard 5 07/16/2012 56 7.56 165,000

Intertape Polymer Group Inc. Rights SARs Pitz, Bernard 5 11/12/2009 00

Intertape Polymer Group Inc. Rights SARs Pitz, Bernard 5 07/16/2012 56 7.56 165,000 165,000

Intertape Polymer Group Inc. Options Quintas, Jorge Nelson 4 07/16/2012 56 7.56 10,000

Intertape Polymer Group Inc. Options Quintas, Jorge Nelson 4 07/16/2012 56 7.56 10,000

Intertape Polymer Group Inc. Rights SARs Quintas, Jorge Nelson 4 06/29/2009 00

Intertape Polymer Group Inc. Rights SARs Quintas, Jorge Nelson 4 07/16/2012 56 7.56 10,000 10,000

Intertape Polymer Group Inc. Options Yull, Gregory 4, 5 07/16/2012 56 7.56 500,905



Insider Reporting

July 26, 2012 (2012) 35 OSCB 6944



Acquired/ Disposed


Intertape Polymer Group Inc. Rights SARs Yull, Gregory 4, 5 04/03/2000 00

Intertape Polymer Group Inc. Rights SARs Yull, Gregory 4, 5 07/16/2012 56 7.56 500,905 500,905

Intertape Polymer Group Inc. Options Yull, Melbourne F. 4 07/16/2012 56 7.56 10,000

Intertape Polymer Group Inc. Options Yull, Melbourne F. 4 07/16/2012 56 7.56 10,000

Intertape Polymer Group Inc. Rights SARs Yull, Melbourne F. 4 12/01/1991 00

Intertape Polymer Group Inc. Rights SARs Yull, Melbourne F. 4 07/16/2012 56 7.56 10,000 10,000

Intrepid Mines Limited Ordinary Shares Curtis, Laurence Wilson 4 07/13/2012 46 0.5819 158,055 4,558 Intrepid Mines Limited Ordinary Shares Jackson, Colin George 4 07/13/2012 46 0.5521 215,629 11,320 Intrepid Mines Limited Ordinary Shares MACHRIBIE

REKSOHADIPRODJO, ADRIANTO

4 07/13/2012 46 0.5521 31,906 6,415

Intrepid Mines Limited Ordinary Shares McDonald, Robert John 4 07/13/2012 46 0.5521 107,031 4,579 Intrepid Mines Limited Ordinary Shares Roberts, Alan Norman 4 07/13/2012 46 0.5521 112,653 8,151 Iona Energy Inc Common Shares Heath, Graham 5 07/17/2012 10 0.345 826,500 11,500 Iona Energy Inc Common Shares Heath, Graham 5 07/17/2012 10 0.35 1,000,000 173,500 IROC Energy Services Corp. Common Shares Troob Capital Management

LLC3 07/13/2012 10 2.2987 891,500 2,300

IROC Energy Services Corp. Common Shares Troob Capital Management LLC

3 07/16/2012 10 2.2825 893,500 2,000


3 07/17/2012 10 2.269 903,500 10,000


3 07/18/2012 10 2.236 904,000 500


3 07/20/2012 10 2.2 905,000 1,000


3 07/13/2012 10 2.3 3,610,402 1,000


3 07/13/2012 10 2.2524 3,612,502 2,100


3 07/17/2012 10 2.2613 3,624,002 11,500


3 07/18/2012 10 2.248 3,629,002 5,000


3 07/19/2012 10 2.25 3,633,202 4,200


3 07/20/2012 10 2.198 3,640,102 6,900


3 07/18/2012 10 2.2425 269,000 7,100


3 07/19/2012 10 2.257 275,100 6,100


3 07/20/2012 10 2.2115 281,800 6,700

Ivanhoe Mines Ltd. Rights Rio Tinto plc 3 07/04/2012 11 215,100,000 Ivanhoe Mines Ltd. Rights Rio Tinto plc 3 07/04/2012 90 215,100,000 215,100,000 Ivanhoe Mines Ltd. Rights Rio Tinto plc 3 07/04/2012 11 -25,100,000 Ivanhoe Mines Ltd. Rights Rio Tinto plc 3 07/04/2012 90 0 -215,100,000 Ivernia Inc. Options Cassidy, Peter James 6 06/15/2010 52 150,000 -45,000 Ivernia Inc. Options Cassidy, Peter James 6 12/18/2011 52 100,000 -50,000 Ivernia Inc. Options De'ath, Alan Michael 4 12/18/2011 52 5,500,000 -300,000 Ivernia Inc. Options Eyton, J. Trevor 4 05/07/2009 52 415,000 -120,000 Ivernia Inc. Options Eyton, J. Trevor 4 04/14/2010 52 395,000 -20,000 Ivernia Inc. Options Eyton, J. Trevor 4 06/15/2010 52 305,000 -90,000 Ivernia Inc. Options Eyton, J. Trevor 4 12/18/2011 52 205,000 -100,000 Ivernia Inc. Options Eyton, J. Trevor 4 06/15/2012 52 125,000 -80,000 Ivernia Inc. Options Murray, David 4 02/07/2012 52 100,000 -50,000 Jiminex Inc. Common Shares Canada Bai Heng Group

Ltd.3 07/18/2012 00

Jiminex Inc. Common Shares Canada Bai Heng Group Ltd.

3 07/18/2012 16 6,725,000 6,725,000

Jiminex Inc. Warrants Canada Bai Heng Group Ltd.

3 07/18/2012 00

Jiminex Inc. Warrants Canada Bai Heng Group Ltd.

3 07/18/2012 16 3,362,500 3,362,500

Jourdan Resources Inc. Common Shares Dehn, Michael Alexander 4, 5 07/20/2012 10 0.055 367,000 5,000 Jovian Capital Corporation Common Shares Employee Share Purchase

Plan1 07/09/2012 30 7.81 26,814 2,000

Jovian Capital Corporation Common Shares Employee Share Purchase Plan

1 07/13/2012 30 7.86 27,282 468

Jovian Capital Corporation Rights MacRae, Melvin Angus 4 07/16/2012 56 6,932 2,282 Jovian Capital Corporation Rights MacRae, Melvin Angus 4 07/17/2012 56 7.8409 7,211 279 Jovian Capital Corporation Rights Moeller, Larry G. 4 07/16/2012 56 6,604 2,174

Insider Reporting

July 26, 2012 (2012) 35 OSCB 6945



Acquired/ Disposed

Jovian Capital Corporation Rights Moeller, Larry G. 4 07/17/2012 56 7.8409 6,883 279 Jovian Capital Corporation Rights Nelson, Derek 8, 4, 7 07/16/2012 56 6,932 2,282 Jovian Capital Corporation Rights Nelson, Derek 8, 4, 7 07/17/2012 56 7.8409 7,211 279 Jovian Capital Corporation Rights Paré, Laurie Maurice 4 07/16/2012 56 12,839 4,227 Jovian Capital Corporation Rights Paré, Laurie Maurice 4 07/17/2012 56 7.84 13,387 548 Jovian Capital Corporation Rights Penny, Donald Henry 4 07/16/2012 56 19,880 6,545 Jovian Capital Corporation Rights Penny, Donald Henry 4 07/17/2012 56 7.8409 20,478 598 Jura Energy Corporation Options Akerfeldt, Stephen Carl 4 07/11/2012 37 137,342 -1,236,073 Jura Energy Corporation Common Shares Eastern Petroleum Limited 3 07/11/2012 00 50,659,076 Jura Energy Corporation Common Shares Elliott, Timothy M. 7 07/11/2012 37 330,638 -2,975,737 Jura Energy Corporation Common Shares Elliott, Timothy M. 7 07/11/2012 11 1 390,638 60,000 Jura Energy Corporation Options Elliott, Timothy M. 7 07/11/2012 37 115,729 -1,041,563 Jura Energy Corporation Common Shares Garner, Graham S. 4, 5 07/11/2012 37 466,969 -4,202,717 Jura Energy Corporation Options Garner, Graham S. 4, 5 07/11/2012 37 475,000 -4,275,000 Jura Energy Corporation Common Shares Hameed, Shahid 4, 5 07/11/2012 00 611,500 Jura Energy Corporation Common Shares McCue, Nigel Robert 4 07/11/2012 37 576,435 -5,187,919 Jura Energy Corporation Common Shares McCue, Nigel Robert 4 07/11/2012 11 1 726,435 150,000 Jura Energy Corporation Options McCue, Nigel Robert 4 07/11/2012 37 124,477 -1,120,293 Kingsway Financial Services Inc.

Common Shares Stilwell, Joseph David 4 07/16/2012 10 2.42 576,549 2,400

Kingsway Financial Services Inc.


Kingsway Financial Services Inc.


Lakeview Hotel Real Estate Investment Trust

Trust Units Levit, Yetta 3 07/16/2012 10 0.33 5,227,000 4,500

Lakeview Hotel Real Estate Investment Trust

Trust Units Levit, Yetta 3 07/17/2012 10 0.33 5,227,500 500

LE CHATEAU INC. Subordinate Voting Shares Class A shares

Gruman, Barry 3 07/13/2012 10 1.61 2,466,127 20,900


Gruman, Barry 3 07/16/2012 10 1.9249 2,489,927 23,800


Gruman, Barry 3 07/16/2012 10 2.1625 2,502,327 12,400


Gruman, Barry 3 07/16/2012 10 1.6417 2,519,227 16,900


Gruman, Barry 3 07/16/2012 10 1.9198 2,542,327 23,100


Gruman, Barry 3 07/17/2012 10 2.1043 2,562,327 20,000


Gruman, Barry 3 07/18/2012 10 2.0322 2,576,727 14,400


Gruman, Barry 3 07/19/2012 10 2.1 2,626,727 50,000

Legacy Oil + Gas Inc. Common Shares Colborne, Paul 4 07/12/2012 10 4.97 452,499 7,000 Legacy Oil + Gas Inc. Common Shares Colborne, Paul 4 07/16/2012 10 5.39 453,999 1,500 Legacy Oil + Gas Inc. Common Shares Yanko, Trenton James 3, 4, 5 07/13/2012 10 5.1378 952,651 25,000 Liquor Stores N.A. Ltd. Debentures Kipnes, Irv 3, 6, 7 12/31/2010 00 Liquor Stores N.A. Ltd. Debentures Kipnes, Irv 3, 6, 7 07/12/2012 10 1069.1 $177,470 $177,470 Liquor Stores N.A. Ltd. Debentures Kipnes, Irv 3, 6, 7 04/23/2012 15 1000 $500 Liquor Stores N.A. Ltd. Debentures Kipnes, Irv 3, 6, 7 04/23/2012 15 1000 $500,000 Liquor Stores N.A. Ltd. Debentures Kipnes, Irv 3, 6, 7 04/23/2012 15 1000 $370,000 $370,000 Liquor Stores N.A. Ltd. Debentures Kipnes, Irv 3, 6, 7 12/31/2010 00 Liquor Stores N.A. Ltd. Debentures Kipnes, Irv 3, 6, 7 04/23/2012 15 1000 $130,000 $130,000 LNG Energy Ltd. Options Nelson, David Robert 5 07/02/2012 00 1,200,000 Logistec Corporation Subordinate Voting

Shares Class B LOGISTEC CORPORATION

1 07/16/2012 38 20.98 2,400 400

Logistec Corporation Subordinate Voting Shares Class B

LOGISTEC CORPORATION

1 07/19/2012 38 21 3,400 1,000

Loncor Resources Inc. Common Shares KONDRAT, ARNOLD T. 3, 4, 5 07/19/2012 10 1 516,600 100 Loncor Resources Inc. Common Shares KONDRAT, ARNOLD T. 3, 4, 5 07/19/2012 10 1 518,300 1,700 Loncor Resources Inc. Common Shares KONDRAT, ARNOLD T. 3, 4, 5 07/19/2012 10 1 518,410 110 Loncor Resources Inc. Common Shares KONDRAT, ARNOLD T. 3, 4, 5 07/19/2012 10 1 518,610 200 Long Harbour Exploration Corp. (formerly Long Harbour Capital Corp.)

Common Shares Lee, Geoffrey Michael 4 07/13/2012 10 0.125 1,475,500 2,500

Longview Oil Corp. Common Shares Baker, Douglas N 4 07/12/2012 57 7.15 11,295 487 Longview Oil Corp. Rights Restricted Shares Baker, Douglas N 4 07/12/2012 57 1,896 -753 Longview Oil Corp. Common Shares Blackwood, Donald Craig 5 07/12/2012 57 7.15 17,601 1,316 Longview Oil Corp. Rights Restricted Shares Blackwood, Donald Craig 5 07/12/2012 57 5,129 -2,034 Longview Oil Corp. Common Shares Bokenfohr, Neil 6 07/12/2012 57 7.15 11,712 1,928 Longview Oil Corp. Rights Restricted Shares Bokenfohr, Neil 6 07/12/2012 57 7,517 -2,980 Longview Oil Corp. Common Shares Cairns, Patrick James 6 07/12/2012 57 7.15 205,130 1,928 Longview Oil Corp. Rights Restricted Shares Cairns, Patrick James 6 07/12/2012 57 7,517 -2,980 Longview Oil Corp. Common Shares Drader, Kelly Ivan 5 07/12/2012 57 7.15 307,820 2,938 Longview Oil Corp. Rights Restricted Shares Drader, Kelly Ivan 5 07/12/2012 57 11,463 -4,543 Longview Oil Corp. Common Shares Gilbert, Daryl Harvey 4 07/12/2012 57 7.15 1,295 487 Longview Oil Corp. Rights Restricted Shares Gilbert, Daryl Harvey 4 07/12/2012 57 1,896 -753 Longview Oil Corp. Common Shares Mah, Andy 5 07/12/2012 57 7.15 43,955 3,365

Insider Reporting

July 26, 2012 (2012) 35 OSCB 6946



Acquired/ Disposed

Longview Oil Corp. Rights Restricted Shares Mah, Andy 5 07/12/2012 57 13,125 -5,202 Longview Oil Corp. Common Shares Sharpe, Steven Blair 4 07/12/2012 57 7.15 21,727 650 Longview Oil Corp. Rights Restricted Shares Sharpe, Steven Blair 4 07/12/2012 57 2,527 -1,004 Luna Gold Corp. Options Halpin, Mark 5 07/16/2012 00 150,000 Lundin Mining Corporation Common Shares Inkster, Marie 5 09/04/2008 00 16,000 Lundin Mining Corporation Common Shares Inkster, Marie 5 09/04/2008 00 50,000 Lundin Mining Corporation Common Shares Inkster, Marie 5 09/04/2008 00 Lundin Mining Corporation Common Shares Inkster, Marie 5 09/04/2008 00 14,200 Lundin Mining Corporation Options Inkster, Marie 5 09/04/2008 00 400,000 Lundin Mining Corporation Common Shares Lundin Mining Corporation 1 12/24/2007 00 2,150,700

Lundin Mining Corporation Common Shares Magie, Jinhee 5 05/15/2009 00 30,000 Lundin Mining Corporation Options Magie, Jinhee 5 05/15/2009 00 260,000 Lundin Mining Corporation Common Shares O'Brien, Neil Patrick

Matthew 5 09/01/2005 00 122,000

Lundin Mining Corporation Options O'Brien, Neil Patrick Matthew

5 09/01/2005 00 623,333

Lundin Mining Corporation Common Shares Schauman, Mikael 5 07/31/2007 00 Lundin Mining Corporation Options Schauman, Mikael 5 07/31/2007 00 370,000 Magnum Capital Corp. Common Shares Mason, Douglas Lawrence 4 07/18/2012 10 0.05 69,000 45,000 Majescor Resources Inc. Common Shares Barrie, C. Tucker 5 07/18/2012 10 0.11 511,500 11,500 Majescor Resources Inc. Common Shares Barrie, C. Tucker 5 07/19/2012 10 0.11 512,500 1,000 Majescor Resources Inc. Common Shares Barrie, C. Tucker 5 07/19/2012 10 0.115 541,500 29,000 Man GLG Emerging Markets Income Fund

Units Class A Man GLG Emerging Markets Income Fund

1 07/18/2012 10 9.16 1,600 1,600

Man GLG Emerging Markets Income Fund


1 07/18/2012 38 0 -1,600



1 07/19/2012 10 9.1843 10,500 10,500



1 07/19/2012 38 0 -10,500



1 07/20/2012 10 9.18 3,700 3,700



1 07/20/2012 38 0 -3,700

Mandalay Resources Corporation

Common Shares Mills, Bradford 4, 5 07/01/2012 10 0.601 14,000


Common Shares Mills, Bradford 4, 5 07/01/2012 10 0.601 14,000


Common Shares Mills, Bradford 4, 5 07/12/2012 10 0.582 24,383,630 100,000


Common Shares Mills, Bradford 4, 5 07/12/2012 10 0.601 24,397,630 14,000


Common Shares West Face Capital Inc. 3 07/09/2012 54 0.33 136,987,938 8,104,893


Warrants West Face Capital Inc. 3 07/09/2012 54 0 -13,973,955

Maple Leaf Foods Inc. Common Shares Lamoureux, Claude 4 07/16/2012 30 10.9873 28,755 1,900 Marquee Energy Ltd. Common Shares Thompson, Richard David 4, 5 07/16/2012 10 0.97 925,925 100 Marret High Yield Strategies Fund

Trust Units Class A units Marret Asset Management Inc.

7 07/13/2012 10 9.5805 187,000 72,000

Marret High Yield Strategies Fund

Trust Units Class A units Marret Asset Management Inc.

7 07/16/2012 10 9.5805 220,000 33,000

Marret Resources Corp. Common Shares Guebert, David Dean 5 07/13/2012 10 4.5 100,584 10,000 Marret Resources Corp. Common Shares Marret Asset Management

Inc. 7 07/13/2012 10 4.5 35,500 7,800

Marret Resources Corp. Common Shares Marret Asset Management Inc.

7 07/16/2012 10 4.5 36,000 500


7 07/17/2012 10 4.49 37,000 1,000


7 07/19/2012 10 4.48 40,000 3,000

Matamec Explorations Inc. Common Shares Pinetree Capital Ltd. 3 07/12/2012 10 0.2562 13,000,001 -250,000 Maxim Power Corp. Common Shares Bobenic, John Robert 4, 5 07/18/2012 10 2 147,165 40 MAYA GOLD & SILVER INC. Common Shares Goulet, Guy 4 07/13/2012 10 0.22 936,400 10,000

MAYA GOLD & SILVER INC. Common Shares Goulet, Guy 4 06/17/2008 00 10,000

MAYA GOLD & SILVER INC. Common Shares Goulet, Guy 4 07/12/2012 10 0.21 15,000 5,000

MBAC Fertilizer Corp. Common Shares Belger, Roberto Busato 5 01/11/2011 00 MBAC Fertilizer Corp. Common Shares Belger, Roberto Busato 5 07/13/2012 10 2.69 200 200 MBAC Fertilizer Corp. Common Shares Belger, Roberto Busato 5 07/13/2012 10 2.7 16,600 16,400 MBAC Fertilizer Corp. Common Shares Belger, Roberto Busato 5 07/13/2012 10 2.74 17,000 400 MBAC Fertilizer Corp. Common Shares Belger, Roberto Busato 5 07/13/2012 10 2.75 17,300 300 MBAC Fertilizer Corp. Common Shares Belger, Roberto Busato 5 07/13/2012 10 2.76 17,600 300 MBAC Fertilizer Corp. Common Shares Belger, Roberto Busato 5 07/13/2012 10 2.79 26,100 8,500 MBAC Fertilizer Corp. Common Shares Belger, Roberto Busato 5 07/13/2012 10 2.8 75,000 48,900 MBAC Fertilizer Corp. Common Shares da Silva, Leonardo 4 07/13/2012 10 2.8 6,000,000 -949,700 MBN Corporation Units OilSands Canada 1 07/16/2012 38 4.45 300 300

Insider Reporting

July 26, 2012 (2012) 35 OSCB 6947



Acquired/ Disposed

MBN Corporation Units OilSands Canada 1 07/16/2012 38 0 -300 MBN Corporation Units OilSands Canada 1 07/18/2012 38 4.5 200 200 MBN Corporation Units OilSands Canada 1 07/18/2012 38 0 -200 Meadow Bay Gold Corporation

Common Shares Dinning, Robert 4, 5 06/06/2012 51 0.15 311,200 200,000

Meadow Bay Gold Corporation

Common Shares Dinning, Robert 4, 5 06/19/2012 16 0.6 396,200 85,000


Options Dinning, Robert 4, 5 06/06/2012 51 300,000 -200,000


Warrants Dinning, Robert 4, 5 01/15/2011 00


Warrants Dinning, Robert 4, 5 06/19/2012 16 85,000 85,000

Mediterranean Resources Ltd.

Common Shares (ie. Common Shares, Compensation Shares)

Ecclestone, Christopher 4 07/12/2012 10 0.105 175,000 9,000

Mediterranean Resources Ltd.

Common Shares (ie. Common Shares, Compensation Shares)

Ecclestone, Christopher 4 07/13/2012 10 0.105 180,000 5,000

Medwell Capital Corp. Common Shares Demas, Steve 5 01/04/2011 00 150,000 Medwell Capital Corp. Options Incentive Stock Demas, Steve 5 01/04/2011 00 Medwell Capital Corp. Options Incentive Stock Demas, Steve 5 01/04/2011 00 48,750 Medwell Capital Corp. Common Shares Reich, Tamara 5 04/02/2012 00 27,525 Mercator Minerals Ltd. Common Shares McLeod, Donald Bruce 4, 5 07/19/2012 10 0.598 702,124 50,000 Mercator Minerals Ltd. Common Shares Quin, Stephen Paul 4 07/20/2012 10 0.5897 60,000 40,000 Mercator Transport Group Corporation

Options Bazinet, Patrick 4, 5 07/12/2012 52 0 -100,000

Merus Labs International Inc. Common Shares Farah, Elie Kevin 4 07/19/2012 10 1.75 338,500 15,000

Merus Labs International Inc. Common Shares Patient, Andrew 5 07/13/2012 10 1.71 40,000 8,000

Merus Labs International Inc. Common Shares Patient, Andrew 5 07/16/2012 10 1.73 50,000 10,000

Merus Labs International Inc. Common Shares Pollock, Robert 4 07/17/2012 10 1.75 2,197,500 10,000



Merus Labs International Inc. Common Shares Sorensen, Timothy Gerald 4 07/16/2012 10 1.73 636,500 10,000

Metalore Resources Limited Common Shares Chilian, George 6 07/20/2012 10 4.25 355,008 400 MethylGene Inc. Options Besterman, Jeffrey 5 07/17/2012 50 2,702,459 1,340,573 MethylGene Inc. Options Fuchs, Henry 4 07/17/2012 50 447,657 347,657 MethylGene Inc. Options Godbout, Martin 4 07/17/2012 50 1,145,064 695,314 MethylGene Inc. Options Grubsztajn, Charles 4, 5 07/17/2012 50 6,199,759 3,906,426 MethylGene Inc. Options Humphrey, Rachel Wallach 4 07/17/2012 50 4,133,172 2,066,757

MethylGene Inc. Options Kepper, Klaus 5 07/17/2012 50 2,702,459 1,474,293 MethylGene Inc. Options Lacasse, Louis 4 07/17/2012 50 598,157 347,657 MethylGene Inc. Options Lappe, Rodney 4 07/17/2012 50 447,657 347,657 MethylGene Inc. Options Mallet, Colin Roger 4 07/17/2012 50 0.25 603,907 347,657 MethylGene Inc. Options Mulligan, Margaret Jean 4 07/17/2012 50 447,657 347,657 MethylGene Inc. Options Reid, Gregory 5 07/17/2012 50 252,300 61,000 MethylGene Inc. Options Taillefer, Myriam 5 07/17/2012 50 196,500 53,000 MethylGene Inc. Options Thompson, Peter 4 07/17/2012 50 547,657 347,657 MethylGene Inc. Options Vaisburg, Arkadii 5 07/17/2012 50 201,000 61,000 MethylGene Inc. Options Walewicz, Joseph Andrew 4 07/17/2012 50 2,702,459 1,922,459 Mexivada Mining Corp. Common Shares Redfern, Richard Robert 3, 4, 5 07/17/2012 10 0.0347 6,429,614 25,000 Micon Gold Inc. Common Shares Class A Becker, Jeffrey Jonathan 3 07/16/2012 11 0.05 1,797,817 437,242 MicroPlanet Technology Corp.

Common Shares Ironside, Brett 4 07/16/2012 10 0.04 991,000 23,000

MicroPlanet Technology Corp.

Common Shares Ironside, Brett 4 07/16/2012 10 0.04 995,000 4,000


Common Shares Ironside, Brett 4 07/17/2012 10 0.045 1,000,000 5,000


Common Shares Ironside, Brett 4 07/20/2012 10 0.045 1,003,000 3,000

Middlefield Income Plus II Corp.

Non-Voting Shares equity shares

Income Plus II 1 07/13/2012 38 11.78 1,500 1,500



Income Plus II 1 07/13/2012 38 0 -1,500



Income Plus II 1 07/16/2012 38 -1,500



Income Plus II 1 07/16/2012 38 -1,500



Income Plus II 1 07/16/2012 38 11.8 1,200 1,200



Income Plus II 1 07/16/2012 38 0 -1,200

Insider Reporting

July 26, 2012 (2012) 35 OSCB 6948



Acquired/ Disposed



Income Plus II 1 07/17/2012 38 11.71 3,200 3,200



Income Plus II 1 07/17/2012 38 0 -3,200



Income Plus II 1 07/18/2012 38 11.54 6,900 6,900



Income Plus II 1 07/18/2012 38 0 -6,900



Income Plus II 1 07/19/2012 38 11.52 4,200 4,200



Income Plus II 1 07/19/2012 38 0 -4,200

Mineral Mountain Resources Ltd.

Common Shares RIEDER, RONALD 5 07/19/2012 10 0.2 1,899,105 8,500






Common Shares RIEDER, RONALD 5 07/19/2012 10 0.19 1,938,605 500


Common Shares RIEDER, RONALD 5 07/19/2012 10 0.18 947,500 867,500

MINT Income Fund Trust Units MINT Income Fund 1 07/16/2012 38 9.75 42,119,763 100 MINT Income Fund Trust Units MINT Income Fund 1 07/18/2012 38 9.65 42,119,963 200 Monarques Resources Inc. Options Ayotte, Robert 4 07/20/2012 50 0.125 150,000 50,000 Monarques Resources Inc. Options Baril, Michel 4 07/20/2012 50 0.125 400,000 50,000 Monarques Resources Inc. Options Bourassa, guy georges 4, 6, 5 07/20/2012 50 0.125 550,000 50,000 Monarques Resources Inc. Options Lacoste, Jean-Marc 4 04/25/2012 00 Monarques Resources Inc. Options Lacoste, Jean-Marc 4 07/17/2012 50 0.125 50,000 Monarques Resources Inc. Options Lacoste, Jean-Marc 4 07/17/2012 50 0.125 50,000 Monarques Resources Inc. Options Lacoste, Jean-Marc 4 07/20/2012 50 0.125 50,000 50,000 Monument Mining Limited Common Shares de Trentinian, Jean-Edgar 4 10/01/2010 00 Monument Mining Limited Common Shares de Trentinian, Jean-Edgar 4 10/01/2010 00 23,600,003 Monument Mining Limited Common Shares de Trentinian, Jean-Edgar 4 07/13/2012 11 0.405 30,000,000 -4,312,003 Monument Mining Limited Common Shares de Trentinian, Jean-Edgar 4 07/17/2012 11 0.405 0 -30,000,000 Monument Mining Limited Warrants de Trentinian, Jean-Edgar 4 07/16/2012 11 0.5 9,000,000 -15,000,000 Monument Mining Limited Common Shares GoldMet B.V. 3 07/12/2012 00 Monument Mining Limited Common Shares GoldMet B.V. 3 07/16/2012 11 0.24 30,000,000 30,000,000 Monument Mining Limited Warrants GoldMet B.V. 3 07/12/2012 00 Monument Mining Limited Warrants GoldMet B.V. 3 07/12/2012 11 0.5 24,112,500 24,112,500 Moss Lake Gold Mines Ltd. Options Graham, Richmond Edward

Mayson 4 07/21/2012 50 0.21 400,000 100,000

Mountain Province Diamonds Inc.

Common Shares Desmond, Dermot Fachtna 3 07/12/2012 10 4.12 16,995,629 200






Common Shares Desmond, Dermot Fachtna 3 07/12/2012 10 4.1 16,997,829 1,500





























Insider Reporting

July 26, 2012 (2012) 35 OSCB 6949



Acquired/ Disposed




















Common Shares Varshney, Peeyush 4 07/13/2012 10 4.71 1,705 -40,000

Movarie Capital Ltd. Common Shares Levinkind, Brian Eric 4 11/29/2011 00 Movarie Capital Ltd. Common Shares Levinkind, Brian Eric 4 11/29/2011 00 Movarie Capital Ltd. Common Shares Levinkind, Brian Eric 4 06/19/2012 00 66,667 Movarie Capital Ltd. Options Levinkind, Brian Eric 4 06/19/2012 00 80,000 Movarie Capital Ltd. Common Shares Orsmond, Mark 4 06/19/2012 00 800,000 Movarie Capital Ltd. Options Orsmond, Mark 4 06/19/2012 00 80,000 Naturally Advanced Technologies Inc.

Common Shares Finnis, Jason 4, 5 07/16/2012 10 2.27 1,406,164 -10,000

Naturally Advanced Technologies Inc.

Common Shares Harrison, Larisa 4, 5 07/16/2012 10 2.27 1,378,365 -10,000

Naturally Advanced Technologies Inc.

Common Shares Prevost, Guy 4, 5 07/12/2012 10 2.35 78,300 -5,000

NEMI Northern Energy & Mining Inc.

Common Shares Cooney, Michael 3, 4, 5 07/16/2012 10 0.85 6,467,414 7,000

Nesscap Energy Inc. (formerly, Asian Resource Global Strategies Inc.)

Common Shares I2BF Holdings Ltd. 3 09/30/2011 11 0.38 25,943,891 2,681,842

New Gold Inc. Options Mast, Ernest Daniel 5 07/16/2012 00 New Pacific Metals Corp. Common Shares Silvercorp Metals Inc. 3 07/16/2012 10 0.65 10,654,200 16,000 New Pacific Metals Corp. Common Shares Silvercorp Metals Inc. 3 07/17/2012 10 0.65 10,671,700 17,500 Newfoundland Capital Corporation Limited

Subordinate Voting Shares Class A

Newfoundland Capital Corporation Limited

1 07/13/2012 38 7.83 1,100 1,100




1 07/13/2012 38 0 -1,100




1 07/13/2012 38 7.84 100 100




1 07/13/2012 38 0 -100

NewGrowth Corp. Common Shares Class A Capital

NewGrowth Corp. 1 06/26/2012 38 30.6407 62,814 62,814

NewGrowth Corp. Common Shares Class A Capital

NewGrowth Corp. 1 06/26/2012 38 30.6407 0 -62,814

NewGrowth Corp. Preferred Shares Class B, Series 2

NewGrowth Corp. 1 06/26/2012 38 13.7 62,814 62,814

NewGrowth Corp. Preferred Shares Class B, Series 2

NewGrowth Corp. 1 06/26/2012 38 13.7 0 -62,814

Newstrike Resources Ltd. Warrants Marrelli, Carmelo 5 10/20/2011 55 0.75 0 -8,000 Newstrike Resources Ltd. Warrants Pollock, John Arthur 3, 4, 5 10/20/2011 55 0.75 0 -100,000 Newstrike Resources Ltd. Warrants Pollock, John Arthur 3, 4, 5 10/20/2011 55 0.75 0 -175,000 Nightingale Informatix Corporation

Options Henderson, Trevor 5 05/07/2012 00

Nightingale Informatix Corporation

Options Henderson, Trevor 5 07/20/2012 50 0.25 200,000 200,000

Niko Resources Ltd. Common Shares HESJE, MURRAY ELDON 5 07/16/2012 10 14.1 7,486 5,000 Niko Resources Ltd. Options HESJE, MURRAY ELDON 5 07/14/2012 50 13.48 262,500 12,500 Niko Resources Ltd. Options HESJE, MURRAY ELDON 5 07/14/2012 50 13.48 287,500 25,000 Niko Resources Ltd. Options HESJE, MURRAY ELDON 5 07/14/2012 52 99 250,000 -37,500 Noront Resources Ltd. Options common shares RCF Management LLC 4 07/18/2012 00 Noront Resources Ltd. Options common shares RCF Management LLC 4 07/18/2012 50 300,000 300,000 Noront Resources Ltd. Options common shares Thomas, David Alan 4 05/28/2012 00 Noront Resources Ltd. Options common shares Thomas, David Alan 4 07/18/2012 50 300,000 300,000 North American Palladium Ltd.

Common Shares Biggar, William John 4, 5 07/16/2012 30 2.1 11,133 1,875

North American Palladium Ltd.

Common Shares Lofsky, Tess Lee Ann 7 07/16/2012 30 2.1 3,695 804


Common Shares Struble, Gregory Robert 5 07/16/2012 30 2.1 8,594 1,250


Common Shares Swinoga, Jeffrey Anthony 5 07/16/2012 30 2.1 7,364 1,018

Insider Reporting

July 26, 2012 (2012) 35 OSCB 6950



Acquired/ Disposed

Northcliff Resources Ltd. Common Shares Zahovskis, Christopher 4 07/16/2012 10 0.48 111,500 15,500 Northcliff Resources Ltd. Common Shares Zahovskis, Christopher 4 07/19/2012 10 0.57 119,500 8,000 Northern Graphite Corporation

Common Shares Baxter, Donald 5 07/13/2012 10 1.35 31,000 1,000

Northern Graphite Corporation






Northern Iron Corp. Options Hassan Levy, Alberto 4 05/29/2012 00 Northern Iron Corp. Options Hassan Levy, Alberto 4 07/13/2012 50 0.15 300,000 300,000 Northern Iron Corp. Options Miller, David Miller 4 05/29/2012 00 Northern Iron Corp. Options Miller, David Miller 4 07/13/2012 50 0.15 300,000 300,000 Northern Iron Corp. Options Sarjeant, Paul Thomson 4 07/13/2012 50 450,000 100,000 Northfield Capital Corporation

Common Shares CLASS A RESTRICTED VOTING

Northfield Capital Corporation

1 07/17/2012 38 25 2,800 200

Northland Power Inc. Common Shares Temerty, James C. 3 07/16/2012 30 17.2115 229,419 1,191 Northland Power Inc. Common Shares Temerty, James C. 3 07/16/2012 30 17.2115 8,271 43 Northland Power Inc. Common Shares Temerty, James C. 3 07/16/2012 30 17.2115 280,321 44,700 Northland Power Inc. Common Shares Temerty, James C. 3 07/16/2012 30 17.2115 281,553 1,232 Northstar Healthcare Inc. Deferred Share Units Fleming, Harry 4 11/12/2010 46 10,367 Northstar Healthcare Inc. Deferred Share Units Fleming, Harry 4 11/12/2010 46 10,367 Northstar Healthcare Inc. Deferred Share Units Fleming, Harry 4 03/14/2011 46 9,047 Northstar Healthcare Inc. Deferred Share Units Fleming, Harry 4 03/14/2011 46 9,047 Northstar Healthcare Inc. Deferred Share Units Fleming, Harry 4 05/03/2011 46 8,924 Northstar Healthcare Inc. Deferred Share Units Fleming, Harry 4 05/03/2011 46 8,924 Northstar Healthcare Inc. Deferred Share Units Fleming, Harry 4 07/04/2011 46 10,518 Northstar Healthcare Inc. Deferred Share Units Fleming, Harry 4 07/04/2011 46 10,518 Northstar Healthcare Inc. Deferred Share Units Fleming, Harry 4 10/03/2011 46 0.29 13,808 Northstar Healthcare Inc. Deferred Share Units Fleming, Harry 4 10/03/2011 46 0.29 13,808 Northstar Healthcare Inc. Deferred Share Units Fleming, Harry 4 01/03/2012 46 0.162 24,637 Northstar Healthcare Inc. Deferred Share Units Fleming, Harry 4 01/03/2012 46 0.162 24,637 Northstar Healthcare Inc. Deferred Share Units Fleming, Harry 4 04/03/2012 46 18,093 Northstar Healthcare Inc. Deferred Share Units Fleming, Harry 4 04/03/2012 46 18,093 Northstar Healthcare Inc. Units Restricted Fleming, Harry 4 09/30/2010 00 Northstar Healthcare Inc. Units Restricted Fleming, Harry 4 09/30/2010 00 125,893 Northstar Healthcare Inc. Deferred Share Units Foster, Thomas 4 11/12/2010 46 10,367 Northstar Healthcare Inc. Deferred Share Units Foster, Thomas 4 11/12/2010 46 10,367 Northstar Healthcare Inc. Deferred Share Units Foster, Thomas 4 03/14/2011 46 9,047 Northstar Healthcare Inc. Deferred Share Units Foster, Thomas 4 03/14/2011 46 9,047 Northstar Healthcare Inc. Deferred Share Units Foster, Thomas 4 04/01/2011 46 8,924 Northstar Healthcare Inc. Deferred Share Units Foster, Thomas 4 04/01/2011 46 8,924 Northstar Healthcare Inc. Deferred Share Units Foster, Thomas 4 01/30/2012 46 12,129 Northstar Healthcare Inc. Deferred Share Units Foster, Thomas 4 01/30/2012 46 12,129 Northstar Healthcare Inc. Deferred Share Units Foster, Thomas 4 04/03/2012 46 18,093 Northstar Healthcare Inc. Deferred Share Units Foster, Thomas 4 04/03/2012 46 18,093 Northstar Healthcare Inc. Units Restricted Foster, Thomas 4 09/30/2010 00 Northstar Healthcare Inc. Units Restricted Foster, Thomas 4 07/13/2012 46 125,893 125,893 Northstar Healthcare Inc. Deferred Share Units Samuelson, Douglas 4 07/12/2012 36 0 -95,389 Northstar Healthcare Inc. Units Restricted Share

Units Samuelson, Douglas 4 09/30/2010 00

Northstar Healthcare Inc. Units Restricted Share Units

Samuelson, Douglas 4 07/12/2012 36 95,389 95,389

Northstar Healthcare Inc. Units Restricted Share Units

Samuelson, Douglas 4 07/12/2012 46 125,893 30,504

Northstar Healthcare Inc. Deferred Share Units Steinberg, Daniel, Morris 4 07/12/2012 97 125,893 30,504 NSX Silver Inc. Common Shares van Hoof, Johannes

Henricus Cornelis 3, 4, 5 07/11/2012 10 0.15 11,238,600 17,000

Nuinsco Resources Limited Common Shares Lai, Margaret 5 07/05/2012 10 0.045 85,750 -55,000 NuLegacy Gold Corporation Common Shares Anderson, James 4, 5 07/16/2012 00 1,042,000 NuLegacy Gold Corporation Common Shares Anderson, James 4, 5 07/18/2012 10 0.12 1,136,500 94,500 NuLegacy Gold Corporation Common Shares Anderson, James 4, 5 07/16/2012 00 150,000 NuLegacy Gold Corporation Options Anderson, James 4, 5 07/16/2012 00 600,000 NuLegacy Gold Corporation Options Decher, Petra 4 07/18/2012 00 NuLegacy Gold Corporation Options Decher, Petra 4 07/18/2012 50 0.15 300,000 300,000 NWM Mining Corporation (formerly Columbia Metals Corporation)

Common Shares Plaxton, James Mark 8 07/16/2012 10 0.06 33,193,237 43,000

NWM Mining Corporation (formerly Columbia Metals Corporation)

Common Shares Plaxton, James Mark 8 07/18/2012 10 0.06 33,244,237 51,000

Oceanus Resources Corporation

Common Shares Holmes, Glenn 4, 5 07/10/2012 10 0.25 1,073,500 2,000

Octant Energy Corp. Options Atkins, Murray Kyle 4 07/27/2007 00 Octant Energy Corp. Options Atkins, Murray Kyle 4 07/27/2007 00 Octant Energy Corp. Options Atkins, Murray Kyle 4 07/27/2007 00 Octant Energy Corp. Options Atkins, Murray Kyle 4 07/13/2012 50 1,200,000 1,200,000

Insider Reporting

July 26, 2012 (2012) 35 OSCB 6951



Acquired/ Disposed

Octant Energy Corp. Options BAKE, CHRISTOPHER PAUL

3 07/13/2012 50 1,200,000 1,200,000

Octant Energy Corp. Options Evaroa, William Mataiapo 4 07/13/2012 50 400,000 400,000 Octant Energy Corp. Options Fleurie, Scott 4 07/13/2012 50 200,000 200,000 Octant Energy Corp. Options McLean, James Christopher 4 07/13/2012 50 1,200,000 1,200,000

Octant Energy Corp. Options Schmitt, Richard 4, 5 07/13/2012 50 1,200,000 1,200,000 Octant Energy Corp. Options Wong-Chor, Trevor 5 07/13/2012 50 300,000 300,000 OneCap Investment Corporation

Common Shares Bonin, Pierre 4, 5 07/12/2012 00 380,000

OneCap Investment Corporation

Common Shares Desmarais, Jean 4 07/12/2012 00 280,000


Common Shares Desmarais, Jean 4 07/12/2012 00 100,000


Common Shares Dorey, Daniel 4, 5 07/12/2012 00 380,000


Common Shares Jean, Pierre Albert 4, 5 07/12/2012 00 380,000


Common Shares Lambert, Jean Guy 4 07/12/2012 00


Common Shares Lambert, Jean Guy 4 07/12/2012 11 0.1 100,000 100,000


Common Shares Setlakwe, Pierre 4, 5 07/12/2012 00 380,000

ONEX CORPORATION Subordinate Voting Shares

Munk, Anthony 7 07/12/2012 11 39.41 399,328 2,530


Munk, Anthony 7 07/12/2012 47 39.41 396,798 -2,530


Munk, Anthony 7 07/12/2012 11 39.41 232,615 -2,530

Open Range Energy Corp. Common Shares Beninger, James Lawrence 5 07/16/2012 30 1.39 217,845 476

Open Range Energy Corp. Common Shares Beninger, James Lawrence 5 07/16/2012 30 1.39 56,962 1,345

Open Range Energy Corp. Common Shares Costigan, Gerald 5 07/16/2012 30 1.39 615,232 2,071 Open Range Energy Corp. Common Shares Costigan, Gerald 5 07/16/2012 30 1.39 56,915 1,345 Open Range Energy Corp. Common Shares Dawson, A. Scott 5 07/16/2012 30 1.39 696,525 2,817 Open Range Energy Corp. Common Shares Griffith, David Mark 5 07/16/2012 30 1.39 32,694 1,822 Open Range Energy Corp. Common Shares McKechney, Robin Gary 5 07/16/2012 30 1.39 361,423 455 Open Range Energy Corp. Common Shares McKechney, Robin Gary 5 07/16/2012 30 1.39 12,882 1,366 Opmedic Group Inc. Options Basile, Hani 4 05/31/2012 52 0 -5,274 Opmedic Group Inc. Options Basile, Hani 4 07/12/2012 50 9,920 9,920 Opmedic Group Inc. Options Landreville, Jacques 4 05/31/2012 52 0 -10,549 Opmedic Group Inc. Options Landreville, Jacques 4 07/12/2012 50 19,841 19,841 Opmedic Group Inc. Options Larivée, Jean 4 05/31/2012 52 0 -5,274 Opmedic Group Inc. Options Larivée, Jean 4 07/12/2012 50 9,920 9,920 Opmedic Group Inc. Options Lemieux, Jacques 5 07/12/2012 50 9,920 9,920 Opmedic Group Inc. Options St-Michel, Pierre 3, 4, 5 05/31/2012 52 0 -5,274 Opmedic Group Inc. Options St-Michel, Pierre 3, 4, 5 07/12/2012 50 9,920 9,920 Opmedic Group Inc. Options Villeneuve, Marc 3, 4 05/31/2012 52 0 -5,274 Opmedic Group Inc. Options Villeneuve, Marc 3, 4 07/12/2012 50 9,920 9,920 Orbite Aluminae Inc. Actions Classe A Fournier, Joel 5 04/18/2011 10 4.41 188,000 -300 Orbite Aluminae Inc. Actions Classe A Fournier, Joel 5 04/21/2011 10 4.34 180,100 -2,400 Orbite Aluminae Inc. Actions Classe A Fournier, Joel 5 04/21/2011 10 4.32 178,000 -2,100 Orbite Aluminae Inc. Actions Classe A Fournier, Joel 5 07/09/2012 10 -150,000 Orbite Aluminae Inc. Actions Classe A Fournier, Joel 5 07/09/2012 10 2.16 -150,000 Orbite Aluminae Inc. Actions Classe A Fournier, Joel 5 07/09/2012 10 2.15 288,600 -64,400 Orbite Aluminae Inc. Actions Classe A Fournier, Joel 5 07/09/2012 10 2.16 256,000 -32,600 Orbite Aluminae Inc. Actions Classe A Fournier, Joel 5 07/09/2012 10 2.17 240,400 -15,600 Orbite Aluminae Inc. Actions Classe A Fournier, Joel 5 07/09/2012 10 2.19 230,700 -9,700 Orbite Aluminae Inc. Actions Classe A Fournier, Joel 5 07/09/2012 10 2.2 216,900 -13,800 Orbite Aluminae Inc. Actions Classe A Fournier, Joel 5 07/09/2012 10 2.21 203,000 -13,900 Organic Resource Management Inc.

Options Choe, Mindy 5 11/30/2007 52 0 -60,000

PACIFIC & WESTERN CREDIT CORP.

Common Shares Litton, Colin Edward 4 06/30/2012 35 17,020 160

PACIFIC & WESTERN CREDIT CORP.

Common Shares Mitchell, William T. 4, 7 06/30/2012 35 1,164 200

Pacific Coal Resources Ltd. Common Shares Iacono, Serafino 4, 5 01/06/2011 00 Pacific Coal Resources Ltd. Common Shares Iacono, Serafino 4, 5 07/17/2012 10 0.14 1,000 1,000 Pacific Coal Resources Ltd. Common Shares Iacono, Serafino 4, 5 07/17/2012 10 0.1 1,415,500 1,414,500 Paladin Labs Inc. Common Shares Nawacki, Mark Henry 5 06/15/2012 30 46.11 5,648 128 Paladin Labs Inc. Common Shares Nawacki, Mark Henry 5 06/15/2012 30 46.17 5,693 45 Palliser Oil & Gas Corporation

Common Shares Fridhandler, Daryl Steven 4 07/19/2012 10 0.48 522,500 30,000

Palliser Oil & Gas Corporation

Common Shares Fridhandler, Daryl Steven 4 02/10/2010 00



Insider Reporting

July 26, 2012 (2012) 35 OSCB 6952



Acquired/ Disposed



Pancontinental Uranium Corporation (formerly, Centram Exploration Ltd.)

Common Shares Mosher, David Vaughn 4 07/13/2012 10 0.075 4,167,000 32,000

Parkland Fuel Corporation Deferred Share Unit Plan Bechtold, John Frederick 4 07/13/2012 30 13.6 9,006 56 Parkland Fuel Corporation Common Shares Cruickshank, Andrew Stuart 5 06/29/2012 30 14.26 906 144

Parkland Fuel Corporation Common Shares Cruickshank, Andrew Stuart 5 07/16/2012 30 13.6 911 5

Parkland Fuel Corporation Restricted Common Shares

Cruickshank, Andrew Stuart 5 07/13/2012 97 13.6 5,297 9

Parkland Fuel Corporation Common Shares Dinning, James Francis 4 07/16/2012 30 13.6 61,283 44 Parkland Fuel Corporation Deferred Share Unit Plan Dinning, James Francis 4 07/13/2012 30 13.6 9,006 56 Parkland Fuel Corporation Common Shares Espey, Robert Berthold 5 06/29/2012 30 14.26 59,738 281 Parkland Fuel Corporation Common Shares Espey, Robert Berthold 5 07/16/2012 30 13.6 60,110 372 Parkland Fuel Corporation Restricted Common

SharesEspey, Robert Berthold 5 07/13/2012 97 13.6 64


Espey, Robert Berthold 5 07/13/2012 97 13.6 38,742 64

Parkland Fuel Corporation Deferred Share Unit Plan Ferland, Alain 4 07/13/2012 30 13.6 9,006 56 Parkland Fuel Corporation Common Shares Fink, Bob 5 06/29/2012 30 14.26 3,287 157 Parkland Fuel Corporation Common Shares Fink, Bob 5 07/16/2012 30 13.6 3,307 20 Parkland Fuel Corporation Common Shares Fink, Bob 5 07/16/2012 30 13.6 1,119 7 Parkland Fuel Corporation Restricted Common

SharesFink, Bob 5 07/13/2012 97 13.6 14


Fink, Bob 5 07/13/2012 97 13.6 7,892 14

Parkland Fuel Corporation Common Shares Kilty, Colin Peter 5 06/29/2012 30 14.26 478 190 Parkland Fuel Corporation Common Shares Kilty, Colin Peter 5 07/16/2012 30 13.6 480 2 Parkland Fuel Corporation Common Shares Lambert, Michael Robert 5 06/29/2012 30 14.26 2,730 235 Parkland Fuel Corporation Common Shares Lambert, Michael Robert 5 07/16/2012 30 13.6 2,746 16 Parkland Fuel Corporation Restricted Common

SharesLambert, Michael Robert 5 07/13/2012 97 13.6 16,331 30

Parkland Fuel Corporation Common Shares McMillan, Michael Stanley Howie

5 06/29/2012 30 14.26 813 141

Parkland Fuel Corporation Common Shares McMillan, Michael Stanley Howie

5 07/16/2012 30 13.6 817 4


McMillan, Michael Stanley Howie

5 07/13/2012 97 13.6 5,173 5

Parkland Fuel Corporation Common Shares Pantelidis, James 4 07/13/2012 30 13.6 182,059 325 Parkland Fuel Corporation Common Shares Pantelidis, James 4 07/16/2012 30 13.6 182,423 364 Parkland Fuel Corporation Common Shares Pantelidis, James 4 07/17/2012 30 13.6 182,653 230 Parkland Fuel Corporation Deferred Share Unit Plan Pantelidis, James 4 07/13/2012 30 13.6 29,927 171 Parkland Fuel Corporation Common Shares ROGERS, Ronald D. 4 07/16/2012 30 13.6 35,792 222 Parkland Fuel Corporation Deferred Share Unit Plan ROGERS, Ronald D. 4 07/13/2012 30 13.6 12,581 73 Parkland Fuel Corporation Common Shares Rouse, William James 5 06/29/2012 30 14.26 3,473 140 Parkland Fuel Corporation Common Shares Rouse, William James 5 07/16/2012 30 13.6 3,494 21 Parkland Fuel Corporation Restricted Common

SharesRouse, William James 5 07/13/2012 97 13.6 7,346 5

Parkland Fuel Corporation Common Shares Savage, Jane Elizabeth 5 06/29/2012 30 14.26 2,750 159 Parkland Fuel Corporation Common Shares Savage, Jane Elizabeth 5 07/16/2012 30 13.6 2,766 16 Parkland Fuel Corporation Restricted Common

SharesSavage, Jane Elizabeth 5 07/13/2012 97 13.6 7,939 14

Parkland Fuel Corporation Common Shares Spencer, David 4 07/16/2012 30 13.6 12,706 26 Parkland Fuel Corporation Deferred Share Unit Plan Spencer, David 4 07/13/2012 30 13.6 9,006 56 Parkland Fuel Corporation Common Shares Strating, Donna Jeanne 5 06/29/2012 30 14.26 3,465 173 Parkland Fuel Corporation Common Shares Strating, Donna Jeanne 5 07/16/2012 30 13.6 3,471 6 Parkland Fuel Corporation Common Shares Strating, Donna Jeanne 5 07/16/2012 30 13.6 2,053 13 Parkland Fuel Corporation Restricted Common

SharesStrating, Donna Jeanne 5 07/13/2012 97 13.6 8,238 14

Parkland Fuel Corporation Common Shares Willms, Allan 5 06/29/2012 30 14.26 827 147 Parkland Fuel Corporation Common Shares Willms, Allan 5 07/16/2012 30 13.6 831 4 Parkland Fuel Corporation Restricted Common

SharesWillms, Allan 5 07/13/2012 97 13.6 7,440 9

Pasinex Resources Limited (formerly Triple Dragon Resources Inc.)

Common Shares Hodge, David 4, 5 07/13/2012 10 0.08 780,500 12,000

Passport Potash Inc. Options Frost, Phillip 3 02/09/2011 00 500,000 Patheon Inc. Restricted Voting Shares

(Common Shares redesignated-Apr/07)

JLL Patheon Holdings LLC 3 07/16/2012 10 2.8221 72,358,181 119,400

Pathfinder Convertible Debenture Fund

Trust Units Pathfinder Convertible Debenture Fund

1 07/16/2012 38 12 4,231,086 200

Pathfinder Convertible Debenture Fund

Trust Units Pathfinder Convertible Debenture Fund

1 07/17/2012 38 12 4,232,286 1,200

Peak Positioning Technologies Inc.

Common Shares HÉBERT, Georges Lawrence

4 07/18/2012 10 0.08 821,467 40,000

Insider Reporting

July 26, 2012 (2012) 35 OSCB 6953



Acquired/ Disposed


Common Shares HÉBERT, Georges Lawrence

4 07/18/2012 10 0.075 831,467 10,000


Common Shares TURNER, Kerrigan Henry 4 07/18/2012 10 0.085 1,176,752 20,000





Pearl River Holdings Limited Common Shares Lunick, George 4, 5 07/16/2012 10 0.035 336,793 7,000

Peer 1 Network Enterprises, Inc.

Options Incentive Banducci, Fabio Massimo 5 07/16/2012 50 2.28 630,000


Options Incentive Banducci, Fabio Massimo 5 07/17/2012 50 2.28 3,041,100 630,000


Options Incentive Bouman, Sheila 5 07/17/2012 50 2.28 450,000 250,000


Options Incentive Brown, Brenton Simpson 5 07/17/2012 50 2.28 630,000 200,000


Options Incentive Miggins, Robert 5 07/17/2012 50 2.28 953,700 150,000


Options Incentive Monkhouse, Dominic 5 07/17/2012 50 2.28 1,451,850 250,000


Options Incentive Murphey, Ryan 5 07/17/2012 50 2.28 600,500 150,000


Options Incentive Newman, Allen Jay 5 07/17/2012 50 2.28 1,050,000 400,000


Options Incentive Sherlock, Gary Neil 5 07/17/2012 50 2.28 3,041,100 630,000


Options Incentive Smith, Ted 5 07/17/2012 50 2.28 1,055,550 150,000


Options Incentive Sodhi, Rajan 5 07/17/2012 50 2.28 336,500 75,000


Options Incentive Varma, Patim 5 07/17/2012 50 2.28 445,000 150,000


Options Incentive Young, Benjamin 5 07/17/2012 50 2.28 300,000 100,000

Pembina Pipeline Corporation

Common Shares Edgeworth, Allan Leslie 4 06/15/2012 30 26.011 39,572 204

Pembina Pipeline Corporation

Common Shares Edgeworth, Allan Leslie 4 07/16/2012 30 24.938 39,786 214

People Corporation Common Shares Canning, Brevan 5 07/13/2012 10 0.3846 275,517 846 People Corporation Common Shares Chwartacki, Bonnie 5 07/13/2012 10 0.3846 80,006 1,084 People Corporation Common Shares Gallivan, John Brian 5 07/13/2012 10 0.3846 1,719,768 1,438 People Corporation Common Shares Goldberg, Laurie Marc 3, 4, 5 07/13/2012 10 0.3846 32,382 1,964 People Corporation Common Shares Horner, Graeme Jeremy 7 07/13/2012 10 0.3846 32,767 711 People Corporation Common Shares Johnstone, Eric Roch 7 07/13/2012 10 0.3846 32,667 677 People Corporation Common Shares McFerran, John Ronald 3 07/13/2012 10 0.3846 13,958 846 People Corporation Common Shares Piitman, Glenn Michael 5 07/13/2012 10 0.3846 12,370 846 People Corporation Common Shares Radoja, Milos 7 07/13/2012 10 0.3846 20,919 541 Perpetual Energy Inc. Common Shares Jackson, Gary C. 5 07/18/2012 10 0.98 0 -75,794 Perpetual Energy Inc. Common Shares Riddell Rose, Susan 4, 5 07/16/2012 10 0.935 1,526,000 50,000 PetroBakken Energy Ltd. Options Bulmer, Mary Ann 5 07/18/2012 50 285,320 48,750 PetroBakken Energy Ltd. Rights Incentive Bulmer, Mary Ann 5 07/18/2012 56 35,504 5,750 PetroBakken Energy Ltd. Options Fisher, Lawrence Patrick

Joseph5 07/18/2012 50 242,490 43,250

PetroBakken Energy Ltd. Rights Incentive Fisher, Lawrence Patrick Joseph

5 07/18/2012 56 22,771 5,000

PetroBakken Energy Ltd. Options Hawkes, Peter Norman 5 07/18/2012 50 293,195 48,750 PetroBakken Energy Ltd. Rights Incentive Hawkes, Peter Norman 5 07/18/2012 56 66,632 5,750 PetroBakken Energy Ltd. Options Kanters, William 5 07/18/2012 50 287,695 45,000 PetroBakken Energy Ltd. Rights Incentive Kanters, William 5 07/18/2012 56 35,004 5,250 PetroBakken Energy Ltd. Options LaPrade, Rene 5 07/18/2012 50 404,070 68,500 PetroBakken Energy Ltd. Rights Incentive LaPrade, Rene 5 07/18/2012 56 86,389 6,000 PetroBakken Energy Ltd. Common Shares Petrobank Energy and

Resources Ltd. 3, 2 07/16/2012 30 11.4395 93,653,909 757,075

PetroBakken Energy Ltd. Options Scheidt, Doreen Marie 5 07/18/2012 50 11.36 202,275 35,500 PetroBakken Energy Ltd. Rights Incentive Scheidt, Doreen Marie 5 07/18/2012 56 0.05 82,683 4,250 PetroBakken Energy Ltd. Options Scott, Peter D. 5 07/18/2012 50 405,820 68,500 PetroBakken Energy Ltd. Rights Incentive Scott, Peter D. 5 07/18/2012 56 38,786 6,000 PetroBakken Energy Ltd. Options WRIGHT, JOHN DAVID 4, 5 07/18/2012 50 11.36 257,250 95,500 PetroBakken Energy Ltd. Rights Incentive WRIGHT, JOHN DAVID 4, 5 07/18/2012 56 0.05 15,807 4,500 Petrolympic Ltd. Common Shares Ekstein, Brocha 3 07/16/2012 10 0.071 13,602,207 58,000 Petrolympic Ltd. Common Shares Ekstein, Brocha 3 07/17/2012 10 0.075 13,604,207 2,000 Petrolympic Ltd. Common Shares Ekstein, Brocha 3 07/18/2012 10 0.079 13,628,207 24,000 Petrolympic Ltd. Common Shares Ekstein, Brocha 3 07/19/2012 10 0.09 13,630,207 2,000 Petrolympic Ltd. Common Shares Ekstein, Brocha 3 07/20/2012 10 0.094 13,636,207 6,000 Phoscan Chemical Corp. Common Shares Case, Stephen Dunbar 4, 5 07/18/2012 10 0.275 2,795,395 50,000 Phoscan Chemical Corp. Common Shares Case, Stephen Dunbar 4, 5 07/19/2012 10 0.27 2,820,395 25,000 Phoscan Chemical Corp. Common Shares PhosCan Chemical Corp. 1 07/05/2012 38 0.29 50,000 50,000

Insider Reporting

July 26, 2012 (2012) 35 OSCB 6954



Acquired/ Disposed

Phoscan Chemical Corp. Common Shares PhosCan Chemical Corp. 1 07/10/2012 38 0 -50,000 Phoscan Chemical Corp. Common Shares PhosCan Chemical Corp. 1 07/11/2012 38 0.285 6,500 6,500 Phoscan Chemical Corp. Common Shares PhosCan Chemical Corp. 1 07/12/2012 38 0.285 36,500 30,000 Phoscan Chemical Corp. Common Shares PhosCan Chemical Corp. 1 07/16/2012 38 30,000 -6,500 Phoscan Chemical Corp. Common Shares PhosCan Chemical Corp. 1 07/17/2012 38 0 -30,000 Platinum Group Metals Ltd. Common Shares Carlson, Eric 4 07/16/2012 10 0.8 130,000 130,000 PNI Digital Media Inc. Options Chisholm, Robert 4 07/12/2012 50 0.46 200,000 50,000 PNI Digital Media Inc. Options Deacon, Cary 4 12/12/2011 00 PNI Digital Media Inc. Options Deacon, Cary 4 07/12/2012 50 0.46 50,000 50,000 PNI Digital Media Inc. Options Deacon, Cary 4 07/12/2012 50 0.82 100,000 50,000 PNI Digital Media Inc. Options Egan, Christopher 5 12/12/2011 00 PNI Digital Media Inc. Options Egan, Christopher 5 07/12/2012 50 0.46 100,000 100,000 PNI Digital Media Inc. Options Fitzgerald, Peter David 4, 5 07/12/2012 50 0.46 160,000 50,000 PNI Digital Media Inc. Options Hall, Thomas Kyle 4, 5 07/12/2012 50 0.46 625,000 400,000 PNI Digital Media Inc. Options Kent, Cory Harrison 4 07/12/2012 50 0.46 225,000 50,000 PNI Digital Media Inc. Common Shares Nangle, Patrick 5 07/16/2012 00 20,000 PNI Digital Media Inc. Options Nangle, Patrick 5 07/16/2012 00 PNI Digital Media Inc. Options Nangle, Patrick 5 07/16/2012 50 0.43 200,000 200,000 PNI Digital Media Inc. Options Nielsen, Thomas 4 07/12/2012 50 0.46 160,000 50,000 PNI Digital Media Inc. Options Scarth, Ian Peter Campbell 4 07/12/2012 50 0.46 235,000 50,000 PNI Digital Media Inc. Options Ware, Harley Keith 5 07/12/2012 50 0.46 355,500 200,000 PNI Digital Media Inc. Options Wicks, Zachary Thomas 5 01/03/2012 00 PNI Digital Media Inc. Options Wicks, Zachary Thomas 5 07/12/2012 50 0.46 100,000 100,000 PNO Resources Ltd. Options Endeavour Capital &

Advisory (Canada) Ltd. 5 07/12/2012 50 1,400,000 1,000,000

PNO Resources Ltd. Options Keep, Gordon 4, 5 07/12/2012 50 350,000 250,000 Polymet Mining Corp. Options Cherry, Jonathan 4 07/16/2012 00 2,500,000 Polymet Mining Corp. RSU's Cherry, Jonathan 4 07/16/2012 00 182,706 Polymet Mining Corp. Options Dreisinger, David Bruce 4 09/19/2005 50 150,000 Polymet Mining Corp. Options Dreisinger, David Bruce 4 09/19/2005 50 650,000 150,000 Polymet Mining Corp. Options Dreisinger, David Bruce 4 03/20/2006 50 2.76 250,000 Polymet Mining Corp. Options Dreisinger, David Bruce 4 03/20/2006 50 2.76 700,000 250,000 Polymet Mining Corp. Options Dreisinger, David Bruce 4 02/17/2009 50 0.82 150,000 Polymet Mining Corp. Options Dreisinger, David Bruce 4 02/17/2009 50 0.82 850,000 150,000 Polymet Mining Corp. Options Moore, Niall Patrick 5 09/01/2006 50 3.82 275,000 Polymet Mining Corp. Options Moore, Niall Patrick 5 09/01/2006 50 3.82 275,000 275,000 Polymet Mining Corp. Options Moore, Niall Patrick 5 01/30/2009 50 0.82 75,000 Polymet Mining Corp. Options Moore, Niall Patrick 5 01/30/2009 50 0.82 525,000 75,000 Polymet Mining Corp. Options Murray, William 5 09/19/2005 50 1.36 300,000 Polymet Mining Corp. Options Murray, William 5 09/19/2005 50 1.36 1,356,600 300,000 Polymet Mining Corp. Options Murray, William 5 03/20/2006 50 2.76 450,000 Polymet Mining Corp. Options Murray, William 5 03/20/2006 50 2.76 1,150,000 450,000 Polymet Mining Corp. Options Murray, William 5 02/17/2009 50 0.82 200,000 Polymet Mining Corp. Options Murray, William 5 02/17/2009 50 0.82 1,050,000 200,000 Polymet Mining Corp. Options Murray, William 4 07/11/2012 50 0.95 1,100,000 150,000 Polymet Mining Corp. Options Newby, Douglas John 5 06/15/2012 52 0.94 210,000 -40,000 Polymet Mining Corp. Common Shares Vogt, Ryan 7 07/16/2012 00 Polymet Mining Corp. Options Vogt, Ryan 7 07/16/2012 00 100,000 Poseidon Concepts Corp. (formerly Open Range Energy Corp.)

Common Shares Belcher, David Gerard 5 07/16/2012 30 12.9 413 48

Poseidon Concepts Corp. (formerly Open Range Energy Corp.)

Common Shares Belcher, David Gerard 5 07/16/2012 30 12.9 1,237 145


Common Shares Jenkins, Angus Herman 5 07/16/2012 30 12.9 624 193


Common Shares MacKenzie, Matthew Cory 5 07/16/2012 30 12.9 11,242 193


Common Shares Michaluk, Lyle Dennis 4, 5 07/16/2012 30 12.9 80,439 113


Common Shares Michaluk, Lyle Dennis 4, 5 07/16/2012 30 12.9 37,064 145


Common Shares Wanchulak, Bradley William 5 07/16/2012 30 12.9 4,136 193


Common Shares Wiebe, Clifford Leroy 4, 5 07/16/2012 30 12.9 2,210 258

Potash Corporation of Saskatchewan Inc.

Options Employee Stock Options

Harnung, Rick 7 05/17/2012 50 39.46 20,700 3,300


Common Shares Sirois, Denis A. 5 09/20/2011 51 5.55 238,900 12,000


Common Shares Sirois, Denis A. 5 09/20/2011 47 226,900 -12,000

Insider Reporting

July 26, 2012 (2012) 35 OSCB 6955



Acquired/ Disposed


Options Employee Stock Options

Sirois, Denis A. 5 09/20/2011 51 5.55 616,140 -12,000

Power Financial Corporation Common Shares Gratton, Robert 4 07/16/2012 10 25.35 3,203,252 -41,900

Power Financial Corporation Common Shares Gratton, Robert 4 07/17/2012 10 25.42 3,191,152 -12,100

Powertech Uranium Corp. Common Shares The K2 Principal Fund L.P. 3 07/06/2012 10 632.82 5,500

Powertech Uranium Corp. Common Shares The K2 Principal Fund L.P. 3 07/06/2012 10 0.115 20,055,500 5,500

Powertech Uranium Corp. Common Shares The K2 Principal Fund L.P. 3 07/19/2012 10 0.115 20,067,500 12,000

Premier Gold Mines Limited Common Shares Downie, Ewan Stewart 4 07/16/2012 10 4.27 2,741,001 2,900

Premier Gold Mines Limited Common Shares Downie, Ewan Stewart 4 07/17/2012 10 4.27 2,741,601 600

Premier Gold Mines Limited Common Shares Downie, Ewan Stewart 4 07/17/2012 10 4.25 2,745,601 4,000

Premier Gold Mines Limited Common Shares Drake, Shaun Anthony 5 07/16/2012 51 1.95 35,000 35,000

Premier Gold Mines Limited Common Shares Drake, Shaun Anthony 5 07/16/2012 10 4.39 33,200 -1,800

Premier Gold Mines Limited Common Shares Drake, Shaun Anthony 5 07/16/2012 10 4.38 15,300 -17,900

Premier Gold Mines Limited Common Shares Drake, Shaun Anthony 5 07/16/2012 10 4.36 14,800 -500

Premier Gold Mines Limited Common Shares Drake, Shaun Anthony 5 07/16/2012 10 4.35 0 -14,800

Premier Gold Mines Limited Options Drake, Shaun Anthony 5 07/16/2012 51 150,000 -35,000

Progress Energy Resources Corp. (formerly ProEx Energy Ltd.)

Common Shares Archibald, Donald 4 06/29/2012 97 2,052,820 9,000


Options Share Unit Award Archibald, Donald 4 06/29/2012 97 20.04 15,090 -9,000




Options Performance Unit Brussa, John Albert 4 06/29/2012 51 20.04 4,219 -9,000


Common Shares Crone, Howard James 4 07/16/2012 36 20.04 731,291 9,000


Options Share Unit Award Crone, Howard James 4 07/16/2012 36 15,090 -9,000


Common Shares Culbert, Michael Robert 5 06/29/2012 97 1,756,264 34,500


Options Culbert, Michael Robert 5 06/29/2012 51 20.45 966,667 -130,000


Options Share Unit Award Culbert, Michael Robert 5 06/29/2012 97 20.04 48,000 -23,000


Common Shares Horbachewski, Neil 5 06/29/2012 97 87,480 5,550


Options Share Unit Award Horbachewski, Neil 5 06/29/2012 97 20.04 8,700 -3,700


Common Shares Johnson, David Daniel 4 06/29/2012 97 3,460,997 34,500


Options Johnson, David Daniel 4 06/29/2012 51 20.45 300,000 -250,000


Options Share Unit Award Johnson, David Daniel 4 06/29/2012 97 20.04 29,750 -23,000


Common Shares Kist, Gregory W. 5 06/29/2012 97 259,191 11,250


Options Kist, Gregory W. 5 06/29/2012 51 20.45 400,000 -100,000

Insider Reporting

July 26, 2012 (2012) 35 OSCB 6956



Acquired/ Disposed


Options Share Unit Award Kist, Gregory W. 5 06/29/2012 97 20.04 15,000 -7,500


Common Shares MacNichol, Arthur Alexander

5 06/29/2012 97 450,125 13,500


Options MacNichol, Arthur Alexander

5 06/29/2012 51 20.45 550,000 -100,000


Options Share Unit Award MacNichol, Arthur Alexander

5 06/29/2012 97 20.04 19,000 -9,000


Common Shares McLachlan, Brian 4 06/29/2012 97 166,847 9,000


Options Share Unit Award McLachlan, Brian 4 06/29/2012 97 20.04 -9,000


Options Share Unit Award McLachlan, Brian 4 06/29/2012 97 20.04 15,090 -9,000


Common Shares Miller, Gary Allan 5 06/29/2012 97 130,309 11,250


Options Miller, Gary Allan 5 06/29/2012 51 20.45 400,000 -40,000


Options Share Unit Award Miller, Gary Allan 5 06/29/2012 97 20.04 15,000 -7,500


Common Shares Perron, Gary 4 06/29/2012 97 208,933 9,000


Options Share Unit Award Perron, Gary 4 06/29/2012 97 20.04 15,090 -9,000


Common Shares Rutherford, Cindy Rae 5 06/29/2012 97 193,307 11,250


Options Rutherford, Cindy Rae 5 06/29/2012 51 20.45 375,000 -100,000


Options Share Unit Award Rutherford, Cindy Rae 5 06/29/2012 97 20.04 12,500 -7,500


Common Shares Stannard, James Leigh 5 06/29/2012 97 154,139 11,250


Options Stannard, James Leigh 5 06/29/2012 51 20.45 475,000 -40,000


Options Share Unit Award Stannard, James Leigh 5 06/29/2012 97 20.04 17,500 -7,500


Common Shares Svarich, Terrance Donald 4 06/29/2012 97 225,498 9,000


Options Share Unit Award Svarich, Terrance Donald 4 06/29/2012 97 20.04 15,090 -9,000


Common Shares Topolinsky, Daniel Charles 5 06/29/2012 97 673,080 13,500


Options Topolinsky, Daniel Charles 5 06/29/2012 51 20.45 550,000 -130,000


Options Share Unit Award Topolinsky, Daniel Charles 5 06/29/2012 97 20.04 19,000 -9,000


Common Shares Vorobiev, Maxim 5 06/29/2012 97 83,232 5,550


Options Share Unit Award Vorobiev, Maxim 5 06/29/2012 97 20.04 8,700 -3,700

ProMetic Life Sciences Inc. Common Shares Wygodny, Benjamin 4 07/18/2012 11 0.12 1,949,893 122,431 ProMetic Life Sciences Inc. Common Shares Wygodny, Benjamin 4 07/18/2012 11 0.12 768,036 249,315 Puma Exploration Inc. Common Shares Robillard, Marcel 5 07/16/2012 10 0.265 1,456,000 5,000 Puma Exploration Inc. Common Shares Robillard, Marcel 5 07/17/2012 10 0.265 1,460,000 4,000

Insider Reporting

July 26, 2012 (2012) 35 OSCB 6957



Acquired/ Disposed

Puma Exploration Inc. Common Shares Robillard, Marcel 5 07/18/2012 10 0.265 1,464,000 4,000 Puma Exploration Inc. Common Shares Robillard, Marcel 5 07/19/2012 10 0.262 1,474,000 10,000 Puma Exploration Inc. Common Shares Robillard, Marcel 5 07/20/2012 10 0.258 1,478,000 4,000 Pure Living Media Inc. (formerly TinyMassive Technologies Inc.)

Common Shares GASBARRO, BRUNO 4 07/18/2012 54 0.1 2,190,000 500,000

Pure Living Media Inc. (formerly TinyMassive Technologies Inc.)

Warrants GASBARRO, BRUNO 4 07/18/2012 54 900,000 -500,000

Pure Technologies Ltd. Common Shares WRIGGLESWORTH, MICHAEL ROBERT

5 07/18/2012 30 4.47 118,066 2,116

QHR Technologies Inc. Options Mesher, Arthur 4 06/04/2012 00 QHR Technologies Inc. Options Mesher, Arthur 4 06/04/2012 50 0.6 100,000 100,000 QLT Inc. Common Shares Jagpal, Sukhi 5 07/20/2012 00 1,200 QLT Inc. Options Jagpal, Sukhi 5 07/20/2012 00 77,000 QSOLAR Limited Options Tapakoudes, Andreas 3, 4, 5 07/19/2012 50 0.15 1,750,000 750,000 Quia Resources Inc. Common Shares Manning, Robert A. 4, 5 07/12/2012 11 1,534,893 -160,000 Quia Resources Inc. Common Shares Szweras, Adam Kelley 4, 5 07/16/2012 10 0.0525 670,167 40,000 REBgold Corporation Common Shares FABIAN, Stephen Leslie 4 07/17/2012 37 484,143 -4,357,290 Red Crescent Resources Limited (formerly Nico Mining Limited)

Common Shares Sawiak, Grant V. 5 07/19/2012 16 0.05 475,000 475,000

Red Crescent Resources Limited (formerly Nico Mining Limited)

Warrants Sawiak, Grant V. 5 11/11/2010 00

Red Crescent Resources Limited (formerly Nico Mining Limited)

Warrants Sawiak, Grant V. 5 07/19/2012 16 0.07 475,000 475,000

Red Tiger Mining Inc. - Formerly Zaruma Resources Inc.

Common Shares Yanchukov, Sergey 4, 6 07/04/2012 11 19,546,000 19,546,000

Red Tiger Mining Inc. - Formerly Zaruma Resources Inc.

Warrants Yanchukov, Sergey 4, 6 07/04/2012 11 195,460,000 195,460,000

Redline Communications Group Inc.

Options DiTomaso, Frank 4 07/18/2012 37 37,500 -112,500


Common Shares Kramer, David 3 07/18/2012 10 3.6651 178,425 13,800






Options Kypreos, George 5 07/13/2012 37 87,500 -262,500


Options Melka, Eric 4 06/28/2012 50 0.89 3,228,910 79,042


Options Melka, Eric 4 07/18/2012 37 807,227 -2,421,683


Options Melka, Eric 4 06/28/2012 50 0.89 79,042


Options Melka, Eric 4 07/18/2012 37 6,250 -18,750


Common Shares MOGENSEN, SKULI 4 07/18/2012 37 1,008,337 -3,025,013


Options MOGENSEN, SKULI 4 07/18/2012 37 37,500 -112,500


Warrants First Warrants exercisable at $0.575 per Common Share

MOGENSEN, SKULI 4 07/18/2012 37 479,348 -1,438,043


Warrants Second Warrants exercisable at $1.15 per Common Share

MOGENSEN, SKULI 4 07/18/2012 37 479,348 -1,438,043


Options Partner, Lynda 5 07/18/2012 37 50,000 -150,000



Partner, Lynda 5 07/18/2012 37 5,435 -16,304



Partner, Lynda 5 07/18/2012 37 5,435 -16,304



Partner, Lynda 5 07/18/2012 37 5,435 -16,304



Partner, Lynda 5 07/18/2012 37 5,435 -16,304


Options Rosenzweig, Amir 5 07/18/2012 37 239,475 -718,425

Insider Reporting

July 26, 2012 (2012) 35 OSCB 6958



Acquired/ Disposed


Common Shares Soni, Rob 4 07/18/2012 37 482,365 -1,447,095


Options Soni, Rob 4 07/18/2012 37 6,250 -18,750



Soni, Rob 4 07/18/2012 37 149,456 -448,370



Soni, Rob 4 07/18/2012 37 149,456 -448,370


Common Shares van Berkom, Joannes Sebastian

3 07/16/2012 10 0.942 2,359,115 25,000



3 07/17/2012 10 0.87 2,363,115 4,000



3 07/18/2012 37 590,778 -1,772,337



3 07/20/2012 10 3.48 598,378 7,600



van Berkom, Joannes Sebastian

3 07/18/2012 37 258,152 -774,456



van Berkom, Joannes Sebastian

3 07/18/2012 37 258,152 -774,456


Common Shares Williams, Robert Lloyd 5 07/13/2012 37 22,993 -68,979


Options Williams, Robert Lloyd 5 07/13/2012 37 175,000 -525,000



Williams, Robert Lloyd 5 07/13/2012 37 10,870 -32,608



Williams, Robert Lloyd 5 07/13/2012 37 10,870 -32,608

Redzone Resources Ltd. Options Godfrey, Richard 4 07/12/2012 50 0.18 400,000 200,000 Redzone Resources Ltd. Options Matthews, Alan Forrester 4 07/12/2012 50 0.18 350,000 200,000 REIT INDEXPLUS Income Fund

Trust Units REIT Indexplus Income Fund

1 07/19/2012 38 11.8 787,800 400

Reliance Resources Limited Common Shares Levings, John Andrew 4, 5 07/17/2012 16 0.15 9,013,145 1,232,500 Reliance Resources Limited Common Shares Lewis, Gary Leon 4, 5 07/17/2012 16 0.15 9,013,145 1,232,500 RepliCel Life Sciences Inc. Options Hoffmann, Rolf 4, 5 07/09/2012 38 0.5 350,000 -100,000 RESAAS Services Inc. Common Shares Brandolini, Cory 3, 4, 5 07/12/2012 10 0.8 4,015,801 1,000 Reservoir Minerals Inc. Common Shares MacIntyre, Christopher

Randall5 07/20/2012 10 1.04 495,029 60,000

Reservoir Minerals Inc. Common Shares Thompson, Miles Frederick 4 07/17/2012 10 0.9 895,201 79,000

Richelieu Hardware Ltd. Common Shares Auclair, Antoine 5 07/17/2012 30 34.3388 927 52 Richelieu Hardware Ltd. Common Shares Dion, Christian 5 07/16/2012 51 34.81 2,153 1,500 Richelieu Hardware Ltd. Common Shares Dion, Christian 5 07/17/2012 30 34.3388 2,167 14 Richelieu Hardware Ltd. Options Dion, Christian 5 07/16/2012 51 34.81 17,000 -1,500 Richelieu Hardware Ltd. Common Shares Grenier, Guy 5 07/17/2012 30 34.3388 30,148 52 Richelieu Hardware Ltd. Common Shares Ladouceur, Christian 5 07/17/2012 30 34.3388 505 35 Richelieu Hardware Ltd. Common Shares Lord, Richard 4, 5 07/17/2012 30 34.3388 1,410,758 70 Richelieu Hardware Ltd. Common Shares Quevillon, Geneviève 5 07/17/2012 30 34.3388 964 26 Rio Alto Mining Limited Options Ramachandran, Ram 4 06/05/2012 51 2.15 340,000 120,000 Rio Alto Mining Limited Options Ramachandran, Ram 4 06/05/2012 51 2.15 220,000 -120,000 Rio Alto Mining Limited Options Ramachandran, Ram 4 07/17/2012 10 100,000 -120,000 RIOCAN REAL ESTATE INVESTMENT TRUST

Trust Units Davloor, Raghunath 5 06/07/2012 30 25.75 50,476 224

RIOCAN REAL ESTATE INVESTMENT TRUST

Trust Units Davloor, Raghunath 5 06/07/2012 30 25.75 13,600 60


Trust Units Robins, Jordan 5 06/07/2012 30 25.75 32,013 142


Trust Units Robins, Jordan 5 07/09/2012 30 26.92 32,149 136


Trust Units Waks, Frederic Allen 5 06/07/2012 30 25.75 2,275 10













Insider Reporting

July 26, 2012 (2012) 35 OSCB 6959



Acquired/ Disposed











Rockland Minerals Corp. Common Shares Loree, Bryan 4, 5 07/18/2012 10 0.1 1,179,500 15,000 Rodinia Lithium Inc. Options Bruno, Daniel Sergio 4 07/11/2012 50 0.175 400,000 100,000 Rodinia Lithium Inc. Options Eaton, Mark Price 4 07/11/2012 50 0.175 300,000 50,000 Rodinia Lithium Inc. Options Randall, William 5 07/11/2012 50 0.175 1,612,549 200,000 Rodinia Lithium Inc. Options Wolfe, Aaron Michael 5 07/11/2012 50 0.175 815,020 200,000 Rutter Inc. Options Snook, Karen Marina 5 07/20/2012 52 0 -75,000 RXT 110 Inc. Common Shares Class A

Common Shares Lewis, Bruce 3, 4, 5 07/17/2012 90 9,942,985 1,000,000

RXT 110 Inc. Common Shares Class A Common Shares

Lewis, Bruce 3, 4, 5 07/07/2008 11 1,000,000

Sanatana Resources Inc. Common Shares Anderson, Simon 5 07/12/2012 16 0.25 175,000 100,000 Sanatana Resources Inc. Warrants Anderson, Simon 5 07/12/2012 16 85,000 50,000 Sanatana Resources Inc. Common Shares Inwentash, Sheldon 3 07/13/2012 11 0.25 7,629,000 1,000,000 Sanatana Resources Inc. Common Shares Inwentash, Sheldon 3 07/13/2012 11 0.3 1,250,000 1,000,000 Sanatana Resources Inc. Warrants Inwentash, Sheldon 3 07/13/2012 11 0.35 500,000 500,000 Sanatana Resources Inc. Warrants Inwentash, Sheldon 3 01/17/2011 00 Sanatana Resources Inc. Warrants Inwentash, Sheldon 3 07/13/2012 11 0.4 500,000 500,000 Sanatana Resources Inc. Common Shares Miles, Peter Leighton 4, 5 07/16/2012 10 0.29 1,019,386 10,000 Sandvine Corporation Options Bowman, Don 5 07/13/2012 50 1.37 538,022 53,533 Sandvine Corporation Common Shares Caputo, David 4 07/12/2012 30 1.42 52,947 1,055 Sandvine Corporation Options Caputo, David 4 07/13/2012 50 1.37 911,861 99,767 Sandvine Corporation Options Colman, Chris 5 07/13/2012 50 1.37 220,000 5,000 Sandvine Corporation Options Compagnoni, Angelo 5 07/13/2012 50 1.37 355,000 5,000 Sandvine Corporation Common Shares Donnelly, Tom 5 07/12/2012 30 1.42 6,654 264 Sandvine Corporation Options Donnelly, Tom 5 07/13/2012 50 1.37 538,022 53,533 Sandvine Corporation Common Shares Hamilton, Scott 4 07/12/2012 30 1.42 16,562 93 Sandvine Corporation Options Hamilton, Scott 4 07/13/2012 50 1.37 752,217 53,533 Sandvine Corporation Options Miller, David 5 07/13/2012 50 1.37 231,000 20,000 Sandvine Corporation Common Shares Siim, Brad 5 07/12/2012 30 1.42 3,207 551 Sandvine Corporation Options Siim, Brad 5 07/13/2012 50 1.37 538,022 53,533 Sandvine Corporation Options Verhoeve, Michael 5 07/13/2012 50 1.37 484,161 34,267 Saputo Inc. Participation Units UAD

nonconvertibles/Unconvertible DSU

Bérard, André 4 07/15/2012 56 52,374 750

Saputo Inc. Participation Units UAD nonconvertibles/Unconvertible DSU

Bérard, André 4 07/15/2012 56 41.92 53,074 700


Bouchard, Lucien 4 07/15/2012 56 35,312 500


Bouchard, Lucien 4 07/15/2012 56 41.92 35,837 525


Bourgie, Pierre 4 07/15/2012 56 16,602 500


Dottori, Frank A. 4 07/15/2012 56 35,831 500


Dottori, Frank A. 4 07/15/2012 56 41.92 36,329 498


Fata, Anthony M. 4 07/15/2012 56 14,231 500


Fata, Anthony M. 4 07/15/2012 56 41.92 14,729 498

Insider Reporting

July 26, 2012 (2012) 35 OSCB 6960



Acquired/ Disposed


Meti, Antonio 4 07/15/2012 56 16,217 750


Meti, Antonio 4 07/15/2012 56 41.92 16,748 531


Monticciolo, Caterina 4 07/15/2012 56 22,297 500


Saputo, Patricia 4 07/15/2012 56 21,114 500

Savanna Energy Services Corp.

Deferred Share Units (Directors) (cash based only)

Brooks, Gilbert Allen 4 07/12/2012 56 7.77 53,572 12,870


Performance Share Units Chow, George K. 5 07/12/2012 56 7.77 64,032 27,220


Performance Share Units Chow, George K. 5 07/12/2012 59 55,149 -8,883


Performance Share Units Cooper, John William 5 08/15/2011 00


Performance Share Units Cooper, John William 5 07/12/2012 56 7.77 33,301 33,301


Performance Share Units Draudson, Darcy 5 07/12/2012 56 7.77 64,032 27,220


Performance Share Units Draudson, Darcy 5 07/12/2012 59 55,149 -8,883



Hooks, John Michael 4 07/12/2012 56 7.77 104,864 12,870


Performance Share Units LaMontagne, Dwayne Kevin 5 07/21/2011 59 9.23 -7,614


Performance Share Units LaMontagne, Dwayne Kevin 5 07/21/2011 59 9.23 38,054 -7,641


Performance Share Units LaMontagne, Dwayne Kevin 5 07/12/2012 56 7.77 64,032 27,220


Performance Share Units LaMontagne, Dwayne Kevin 5 07/12/2012 59 55,149 -8,883


Performance Share Units Moore, Rachel 5 07/12/2012 56 7.17 47,054 22,413


Performance Share Units Moore, Rachel 5 07/12/2012 59 42,245 -4,809


Performance Share Units MULLEN, Kenneth Brandon 4, 5 07/12/2012 56 7.77 99,314 42,857


Performance Share Units MULLEN, Kenneth Brandon 4, 5 07/12/2012 59 86,415 -12,899



NUGENT, Kevin 4 07/12/2012 56 7.77 86,281 12,870



SAUNDERS, JAMES MACLEO

4 07/12/2012 56 7.77 113,541 15,444



Wilson, Tor David 4 07/12/2012 56 7.77 85,740 12,870

Savaria Corporation Common Shares Savaria Corporation 1 07/13/2012 38 1.34 2,500 1,000 Savaria Corporation Common Shares Savaria Corporation 1 07/17/2012 38 1.39 3,500 1,000 Savaria Corporation Common Shares Savaria Corporation 1 07/19/2012 38 1.4 4,500 1,000 Seabridge Gold Inc. Options Threlkeld, William Earl II 5 08/06/2007 50 29.6 60,000 Seabridge Gold Inc. Options Threlkeld, William Earl II 5 08/06/2007 50 29.6 310,000 60,000 Second Wave Petroleum Inc. Options Foulkes, Donald Edwin 4 07/11/2012 50 0.94 295,000 30,000

Secure Energy Services Inc. Common Shares Employee Share Ownership Plan

Amirault, Rene 3, 4, 5 07/16/2012 30 7.8 12,543 542


Gransch, Allen Peter 5 07/16/2012 30 7.8 6,644 230


Myrheim, Karen Margaret 5 07/16/2012 30 7.8 7,249 304


Parkinson, Dean 7 07/16/2012 30 7.8 963 107

Insider Reporting

July 26, 2012 (2012) 35 OSCB 6961



Acquired/ Disposed


Perras, Gary Gaetan 5 07/16/2012 30 7.8 7,452 304


Steinke, Daniel 5 07/16/2012 30 7.8 7,421 347


WADSWORTH, GEORGE 7 07/16/2012 30 7.8 3,231 356


Wieler, Ronald Nicholas 5 07/16/2012 30 7.8 9,081 344

SEMAFO INC. Common Shares Crevier, Michel 5 07/16/2012 10 3.5 20,000 10,000 SEMAFO INC. Common Shares Lamarre, Jean 4 07/16/2012 10 3.5 10,000 SEMAFO INC. Common Shares Lamarre, Jean 4 07/16/2012 10 3.5 10,000 SEMAFO INC. Common Shares LeBoutillier, John 4 07/16/2012 10 3.5 30,000 10,000 SEMAFO INC. Common Shares McBrearty, Lawrence 4 07/17/2012 10 3.28 15,522 9,130 Serica Energy PLC Common Shares Flegg, Mitchell Robert 5 07/13/2012 10 0.28 69,343 1,338 Serica Energy PLC Common Shares Hearne, Christopher James 4, 5 07/13/2012 10 0.28 55,873 1,338

Serica Energy PLC Common Shares Sadler, Peter 5 07/13/2012 10 0.28 58,729 1,338 SHAW COMMUNICATIONS INC.

Non-Voting Shares Class "B"

O'Brien, Michael Wilfrid 4 07/16/2012 51 8.68 27,072 10,000

SHAW COMMUNICATIONS INC.


O'Brien, Michael Wilfrid 4 07/16/2012 10 19.9026 21,250 -5,822


Options O'Brien, Michael Wilfrid 4 07/16/2012 50 8.68 50,000 -10,000



Shaw, Bradley 4, 5 07/17/2012 30 19.7924 16,630 720



Shaw, JR 3, 4, 5 07/17/2012 30 19.4755 79,540 726



Shaw, Julie 5 07/17/2012 30 19.7873 4,630 189

Sherritt International Corporation

Common Shares Chambers, Dean Ronald 5 07/16/2012 30 4.81 35,530 3,090


Deferred Share Units Delaney, Ian William 4 07/13/2012 56 115,415 887


Deferred Share Units Gillin, Robert Peter Charles 4 07/13/2012 56 22,444 173


Deferred Share Units Lalonde, Marc 4 07/13/2012 56 46,097 354


Deferred Share Units Lapthorne, Sir Richard Douglas

4 07/13/2012 56 8,625 66


Deferred Share Units Marcoux, Edythe Alexia 4 07/13/2012 56 36,287 279


Common Shares McCaughan, Sean Andrew 5 07/16/2012 30 4.81 4,370 2,430


Restricted Share Units McCaughan, Sean Andrew 5 07/13/2012 56 19,320 148


Deferred Share Units Michel, Bernard Maurice 4 07/13/2012 56 33,958 261


Restricted Share Units Montalvo, Juanita 5 07/13/2012 56 38,866 300


Deferred Share Units Moses, John Ross 4 07/13/2012 56 22,444 173


Common Shares Plamondon, Mark Joseph 5 07/16/2012 30 4.81 17,520 3,880


Restricted Share Units Plamondon, Mark Joseph 5 07/13/2012 56 26,204 202


Restricted Share Units Robins, Michael Fuller 5 07/13/2012 56 27,181 209


Common Shares Trenton, Karen Lynn 5 04/10/2012 00


Common Shares Trenton, Karen Lynn 5 07/16/2012 30 4.81 2,685 2,685


Restricted Share Units Trenton, Karen Lynn 5 07/13/2012 56 73,876 488


Restricted Share Units Vydra, Martin 5 07/13/2012 56 55,115 423

Shoppers Drug Mart Corporation

Options Lo, Dorian King-Cheung 5 02/21/2012 50 40.21 11,835


Options Lo, Dorian King-Cheung 5 02/21/2012 50 40.21 8,243 8,243


Rights Restricted Share Units

Lo, Dorian King-Cheung 5 02/21/2012 30 40.21 6,358



Lo, Dorian King-Cheung 5 02/21/2012 56 40.21 6,358



Lo, Dorian King-Cheung 5 02/21/2012 56 40.21 6,840 6,840

Insider Reporting

July 26, 2012 (2012) 35 OSCB 6962



Acquired/ Disposed

SILVERCORP METALS INC. Options Gayton, Robert 4 06/18/2012 50 6.53 127,500 5,000

SilverCrest Mines Inc. Common Shares Sanders, George Walter 4 07/13/2012 10 1.716 91,000 -9,000 SilverCrest Mines Inc. Common Shares Sanders, George Walter 4 07/13/2012 10 1.72 95,400 4,400 SilverCrest Mines Inc. Common Shares Sanders, George Walter 4 07/16/2012 10 1.72 100,000 4,600 Sintana Energy Inc. Common Shares Austin, Sean 5 07/13/2012 11 0.08 165,000 65,000 Sniper Resources Ltd. Common Shares Brent, Petterson 5 07/20/2012 11 0.1 410,000 45,000 Sniper Resources Ltd. Warrants Brent, Petterson 5 07/20/2012 11 0.15 105,000 45,000 Solimar Energy Limited Options Satterfield, William

McSwain 5 07/03/2012 50 5,000,000

Solimar Energy Limited Options Satterfield, William McSwain

5 07/03/2012 50 5,000,000 5,000,000

Solvista Gold Corporation Common Shares Bullet Holding Corporation 3 07/16/2012 10 0.2 15,398,831 50,000 Southern Pacific Resource Corp.

Common Shares Barefoot, Jeffrey Arthur 5 07/18/2012 10 1.39 5,575 -36,000

Southern Pacific Resource Corp.

Common Shares Harris, Chad Ross Edward 5 07/17/2012 10 1.35 56,954 -20,000




Common Shares Harris, Chad Ross Edward 5 07/17/2012 10 1.45 36,654 -300



ST ANDREW GOLDFIELDS LTD.

Common Shares Abramson, Randall 3 07/18/2012 97 20,430,906 -402,619


Common Shares Au, Ben 5 07/18/2012 30 0.35 223,424 6,770


Common Shares Middlemiss, Duncan Kenneth

5 07/18/2012 30 0.35 75,877 6,602


Common Shares Perron, Jacques 4, 5 07/18/2012 30 0.35 263,272 4,532


Common Shares Ramey, Geoffrey 5 07/18/2012 30 0.35 29,017 3,960


Common Shares Rocque, Pierre 5 07/18/2012 30 0.35 47,321 4,704

Stans Energy Corp. Common Shares Aryev, Boris 4, 5 07/13/2012 47 1,643,952 -378,000 Starrex Mining Corporation Ltd.

Common Shares Burns, Charles 4 06/18/2012 10 0.5 20,000

Starrex Mining Corporation Ltd.

Common Shares Burns, Charles 4 06/18/2012 10 0.5 20,000

Starrex Mining Corporation Ltd.

Common Shares Burns, Charles 4 07/18/2012 10 0.5 32,500 20,000

Sterling Resources Ltd. Common Shares Ingalls & Snyder, LLC 3 07/18/2012 10 0.995 27,317,843 100,000 Sterling Resources Ltd. Common Shares Ingalls & Snyder, LLC 3 07/18/2012 10 1 27,362,843 45,000 Sterling Resources Ltd. Common Shares Ingalls & Snyder, LLC 3 07/18/2012 90 27,410,843 48,000 Strata-X Ltd. Common Shares Walker, M. Douglas 4, 5 07/18/2012 10 0.24 779,500 -4,500 Strategic Oil & Gas Ltd. Common Shares Hayes, Sean Joseph 5 07/12/2012 10 0.53 659,719 40,000 Strategic Oil & Gas Ltd. Common Shares Huckle, William Jeffrey 5 12/01/2011 00 Strategic Oil & Gas Ltd. Common Shares Huckle, William Jeffrey 5 07/10/2012 10 0.51 11,500 11,500 Sun Life Financial Inc. Common Shares Glynn, Martin John Gardner 4 07/16/2012 30 22 6,093 303

Surge Energy Inc. Common Shares Colborne, Paul 4 07/12/2012 10 6.54 57,652 1,500 Surge Energy Inc. Common Shares Colborne, Paul 4 07/13/2012 10 6.5 59,152 1,500 Surge Energy Inc. Common Shares Colborne, Paul 4 07/16/2012 10 6.5 60,652 1,500 Sustainable Energy Technologies Ltd.

Convertible Preferred Shares

DHCT II Luxembourg S.a.r.l.

3 12/19/2011 16 0.1 680,000 50,000

Sustainable Energy Technologies Ltd.

Warrants DHCT II Luxembourg S.a.r.l.

3 08/23/2011 55 17,448,484 -5,161,290



3 03/16/2012 55 18,947,826 -4,848,484



3 05/28/2012 53 30,947,826 12,000,000

Synex International Inc. Common Shares Stephens, Alan William 4, 5 07/17/2012 10 0.51 470,055 -5,000 Tahoe Resources Inc. Common Shares Gostin, Ira Mark 5 07/19/2012 10 13.9179 54,850 -2,900 Talisman Energy Inc. Common Shares ADAMS, David Michael 5 07/19/2012 30 12 33,460 2,103 Talisman Energy Inc. Common Shares Herbert, Richard 5 07/19/2012 30 11.08 508 Talisman Energy Inc. Common Shares Herbert, Richard 5 07/19/2012 30 11.19 29,394 1,359 Talisman Energy Inc. Common Shares Manzoni, John Alexander 4, 7, 5 07/19/2012 30 11.69 329,323 5,882 Talisman Energy Inc. Common Shares ROONEY, ROBERT ROSS 5 07/19/2012 30 11.69 105,152 1,738

Talisman Energy Inc. Common Shares Smith, Paul Robert 5 07/19/2012 30 11.69 163,893 2,964 Talisman Energy Inc. Common Shares Thomson, Scott 5 07/19/2012 30 11.08 773 Talisman Energy Inc. Common Shares Thomson, Scott 5 07/19/2012 30 11.19 101,126 1,912 Talisman Energy Inc. Common Shares van der Gaag, Aernout

Cornelis5 07/19/2012 30 7.66 1,903 493

Talisman Energy Inc. Common Shares van der Gaag, Aernout Cornelis

5 07/19/2012 30 11.77 2,312 409

Talisman Energy Inc. Common Shares WESLEY, HELEN JUNE 5 07/19/2012 30 11.69 40,203 1,218 Talon Metals Corp. Common Shares Werger, Sean Neal 5 07/18/2012 10 0.3102 562,550 32,000

Insider Reporting

July 26, 2012 (2012) 35 OSCB 6963



Acquired/ Disposed

Tamarack Valley Energy Ltd. Common Shares Cruikshank, Ken 5 07/16/2012 37 -1,022,854

Tamarack Valley Energy Ltd. Common Shares Cruikshank, Ken 5 07/16/2012 37 93,750 -1,031,246

Tamarack Valley Energy Ltd. Flow-Through Shares Cruikshank, Ken 5 07/16/2012 37 8,392 -92,308

Tamarack Valley Energy Ltd. Options Cruikshank, Ken 5 07/16/2012 37 133,334 -1,466,670

Tamarack Valley Energy Ltd. Common Shares Gundesen, Niels 5 07/16/2012 37 59,551 -655,064

Tamarack Valley Energy Ltd. Common Shares Gundesen, Niels 5 07/16/2012 37 52,885 -581,730

Tamarack Valley Energy Ltd. Options Gundesen, Niels 5 07/16/2012 37 218,750 -2,406,250

Tamarack Valley Energy Ltd. Common Shares Hozjan, Ronald Steve 5 07/16/2012 37 103,090 -1,133,987

Tamarack Valley Energy Ltd. Common Shares Hozjan, Ronald Steve 5 07/16/2012 37 1,500 -16,500

Tamarack Valley Energy Ltd. Common Shares Hozjan, Ronald Steve 5 07/18/2012 10 1.9 2,000 500

Tamarack Valley Energy Ltd. Common Shares Hozjan, Ronald Steve 5 07/16/2012 37 4,833 -53,167

Tamarack Valley Energy Ltd. Flow-Through Shares Hozjan, Ronald Steve 5 07/16/2012 37 1,042 -11,458

Tamarack Valley Energy Ltd. Options Hozjan, Ronald Steve 5 07/16/2012 37 270,834 -2,979,170

Tamarack Valley Energy Ltd. Common Shares Lambert, Anthony 4 07/16/2012 37 92,308 -1,015,388

Tamarack Valley Energy Ltd. Flow-Through Shares Lambert, Anthony 4 07/16/2012 37 20,833 -229,167

Tamarack Valley Energy Ltd. Options Lambert, Anthony 4 07/16/2012 37 65,416 -719,580

Tamarack Valley Energy Ltd. Common Shares MacKenzie, David Roy 4 07/16/2012 37 458,869 -5,047,562

Tamarack Valley Energy Ltd. Common Shares MacKenzie, David Roy 4 07/16/2012 37 76,376 -840,136

Tamarack Valley Energy Ltd. Common Shares MacKenzie, David Roy 4 07/16/2012 37 17,297 -190,268

Tamarack Valley Energy Ltd. Options MacKenzie, David Roy 4 07/16/2012 37 65,416 -719,580

Tamarack Valley Energy Ltd. Common Shares Price, Floyd Ray 4 07/16/2012 37 67,948 -747,425

Tamarack Valley Energy Ltd. Options Price, Floyd Ray 4 07/16/2012 37 75,834 -834,170

Tamarack Valley Energy Ltd. Common Shares Schmidt, Brian Leslie 5 07/16/2012 37 62,789 -690,673

Tamarack Valley Energy Ltd. Common Shares Schmidt, Brian Leslie 5 07/19/2012 10 1.9 69,489 6,700

Tamarack Valley Energy Ltd. Common Shares Schmidt, Brian Leslie 5 07/16/2012 37 152,243 -1,674,676

Tamarack Valley Energy Ltd. Common Shares Schmidt, Brian Leslie 5 07/16/2012 37 475 -5,229

Tamarack Valley Energy Ltd. Flow-Through Shares Schmidt, Brian Leslie 5 07/16/2012 37 19,425 -213,675

Tamarack Valley Energy Ltd. Flow-Through Shares Schmidt, Brian Leslie 5 07/16/2012 37 1,042 -11,458

Tamarack Valley Energy Ltd. Options Schmidt, Brian Leslie 5 07/16/2012 37 402,666 -4,429,330

Tamarack Valley Energy Ltd. Common Shares Screen, Kevin 5 07/16/2012 37 35,750

Tamarack Valley Energy Ltd. Common Shares Screen, Kevin 5 07/16/2012 37 35,750

Tamarack Valley Energy Ltd. Common Shares Screen, Kevin 5 07/16/2012 37 35,750 -393,250

Tamarack Valley Energy Ltd. Flow-Through Shares Screen, Kevin 5 07/16/2012 37 10,417 -114,583

Tamarack Valley Energy Ltd. Options Screen, Kevin 5 07/16/2012 37 187,500 -2,062,500

Tamarack Valley Energy Ltd. Common Shares Setoguchi, Curtis Dean 4 07/16/2012 37 48,076 -528,847

Tamarack Valley Energy Ltd. Flow-Through Shares Setoguchi, Curtis Dean 4 07/16/2012 37 11,791 -129,709

Tamarack Valley Energy Ltd. Options Setoguchi, Curtis Dean 4 07/16/2012 37 65,416 -719,580

Tamarack Valley Energy Ltd. Common Shares Steeves, Sheldon Brooks 4 07/18/2012 37 307,217 -3,379,391

Tanzanian Royalty Exploration Corporation

Common Shares HANSEN, HELEN ELIZABETH

5 07/18/2012 30 6.28 14,063 10,032


Restricted Stock Units HANSEN, HELEN ELIZABETH

5 07/18/2012 30 6.28 25,005 -10,032

Insider Reporting

July 26, 2012 (2012) 35 OSCB 6964



Acquired/ Disposed


Common Shares Van Tongeren, Steven Petrus

5 07/18/2012 30 6.28 78,219 29,857


Restricted Stock Units Van Tongeren, Steven Petrus

5 07/18/2012 30 6.28 67,152 -29,857

Taseko Mines Limited Common Shares Taseko Mines Limited 1 07/16/2012 10 2.63 5,432,700 121,700 Taseko Mines Limited Common Shares Taseko Mines Limited 1 07/17/2012 10 2.589 5,512,700 80,000 Taseko Mines Limited Common Shares Taseko Mines Limited 1 07/18/2012 10 2.654 5,618,700 106,000 Taseko Mines Limited Common Shares Taseko Mines Limited 1 07/19/2012 10 2.679 5,680,200 61,500 Tekmira Pharmaceuticals Corporation

Common Shares Growth Works Capital Ltd. & Affiliates (venture capital unit)

3 07/17/2012 10 2.5742 1,808,567 -60,900

Tekmira Pharmaceuticals Corporation

Common Shares Growth Works Capital Ltd. & Affiliates (venture capital unit)

3 07/18/2012 10 2.4903 1,748,567 -60,000


Common Shares WORKING OPPORTUNITY FUND (EVCC) LTD.

3 07/17/2012 10 2.5742 1,808,567 -60,900


Common Shares WORKING OPPORTUNITY FUND (EVCC) LTD.

3 07/18/2012 10 2.4903 1,748,567 -60,000

Temple Real Estate Investment Trust

Convertible Debentures Series B

Thorsteinson, Arni Clayton 4 07/16/2012 10 101.25 $179,000 $10,000


Convertible Debentures Series S

Thorsteinson, Arni Clayton 4 07/11/2012 10 166 $16,000 $16,000











Trust Units Thorsteinson, Arni Clayton 4 07/10/2012 10 5.99 1,435,485 800


Trust Units Thorsteinson, Arni Clayton 4 07/10/2012 10 6 1,436,685 1,200


Trust Units Thorsteinson, Arni Clayton 4 07/10/2012 10 5.94 1,441,685 5,000







TeraGo Inc. Common Shares BREKKA, Richard James 3, 4 06/29/2007 00 2,556,280 TeraGo Inc. Common Shares BREKKA, Richard James 3, 4 06/29/2007 00 1,077,194 TeraGo Inc. Non-Voting Shares Class

ABREKKA, Richard James 3, 4 07/17/2012 36 0 -2,556,280

TeraGo Inc. Non-Voting Shares Class A

BREKKA, Richard James 3, 4 07/17/2012 36 0 -1,077,194

Terrace Energy Corp. Common Shares Carriere, Daniel Anthony 4 07/13/2012 10 1.32 10,833,476 1,200 Terrace Energy Corp. Common Shares Carriere, Daniel Anthony 4 07/13/2012 10 1.33 10,843,476 10,000 Terrace Energy Corp. Common Shares Carriere, Daniel Anthony 4 07/13/2012 10 1.34 10,848,576 5,100 Terrace Energy Corp. Common Shares Carriere, Daniel Anthony 4 07/13/2012 10 1.35 10,849,176 600 Tesla Exploration Ltd. (formerly Norex Exploration Services Inc.)

Common Shares Tesla Exploration Ltd. 1 07/17/2012 38 0 -300

Tethys Petroleum Limited Common Shares Wells, William Paul Wells 3 07/19/2012 10 0.6971 31,417,892 100,000 The Descartes Systems Group Inc.

Common Shares Anderson, David Langley 4 07/13/2012 10 2900 2,900

The Descartes Systems Group Inc.

Common Shares Anderson, David Langley 4 07/13/2012 10 8.7 3,900 2,900


Common Shares Anderson, David Langley 4 07/13/2012 10 8.75 4,900 1,000


Common Shares Anderson, David Langley 4 07/13/2012 10 8.66 5,000 100


Restricted Stock Unit - Cash-settled

Anderson, David Langley 4 07/14/2012 56 8.89 13,643 3,424



Beatson, David I. 4 07/14/2012 56 8.89 7,737 3,424


Common Shares Demirian, Eric 4 06/02/2011 00


Common Shares Demirian, Eric 4 07/13/2012 10 8.95 4,800 4,800






Common Shares Demirian, Eric 4 07/13/2012 10 8.99 8,400 700

The Descartes Systems Common Shares Demirian, Eric 4 07/13/2012 10 9.01 8,500 100

Insider Reporting

July 26, 2012 (2012) 35 OSCB 6965



Acquired/ Disposed

Group Inc.




Common Shares Demirian, Eric 4 06/02/2011 00


Common Shares Demirian, Eric 4 07/13/2012 10 8.84 700 700









Demirian, Eric 4 07/14/2012 56 8.89 13,643 3,424


Options Diederik, Raimond 5 07/14/2012 50 8.95 134,777 20,000



Diederik, Raimond 5 07/14/2012 56 8.89 13,107 3,825



Hewat, Christopher Allen 4 07/14/2012 56 8.89 7,737 3,424



Jones, Christopher 5 07/14/2012 56 8.89 26,691 5,706



Jones, Christopher 5 07/14/2012 56 8.89 32,397 5,706


Performance Share Units Mesher, Arthur 4, 5 07/04/2003 00


Performance Share Units Mesher, Arthur 4, 5 07/14/2012 56 8.25 61,010 61,010


Restricted Stock Unit - Share-settled

Mesher, Arthur 4, 5 07/04/2003 00



Mesher, Arthur 4, 5 07/14/2012 56 8.25 40,404 40,404


Performance Share Units Pagan, John Scott 7, 5 05/29/2003 00


Performance Share Units Pagan, John Scott 7, 5 07/14/2012 56 8.25 34,990 34,990



Pagan, John Scott 7, 5 05/29/2003 00



Pagan, John Scott 7, 5 07/14/2012 56 8.25 26,263 26,263


Performance Share Units Ratza, Stephanie Lynn 5 04/02/2007 00


Performance Share Units Ratza, Stephanie Lynn 5 07/14/2012 56 8.25 8,081 8,081



Ratza, Stephanie Lynn 5 04/02/2007 00



Ratza, Stephanie Lynn 5 07/14/2012 56 8.25 8,081 8,081


Performance Share Units Ryan, Edward 5 07/04/2003 00


Performance Share Units Ryan, Edward 5 07/14/2012 56 8.25 34,990 34,990



Ryan, Edward 5 07/04/2003 00



Ryan, Edward 5 07/14/2012 56 8.25 45,051 45,051



Walker, John Joseph 4 07/14/2012 56 8.89 12,785 3,424



Watt, Stephen 4 07/14/2012 56 8.89 7,737 3,424

The Jean Coutu Group (PJC) Inc.

Options Bisson, Hélène 5 07/16/2012 51 8.9 56,338 -7,862


Options Bisson, Hélène 5 07/16/2012 51 9.31 52,756 -3,582


Subordinate Voting Shares Catégorie A

Bisson, Hélène 5 04/27/2010 00



Bisson, Hélène 5 07/16/2012 51 8.9 7,862 7,862



Bisson, Hélène 5 07/16/2012 10 15.5 0 -7,862



Bisson, Hélène 5 07/16/2012 51 9.31 3,582 3,582



Bisson, Hélène 5 07/16/2012 10 15.5 0 -3,582

The Toronto-Dominion Bank Common Shares CUSIP 891160 50 9

Masrani, Bharat 5 07/20/2012 51 33.42 63,200 63,200

Insider Reporting

July 26, 2012 (2012) 35 OSCB 6966



Acquired/ Disposed

The Toronto-Dominion Bank Options Masrani, Bharat 5 07/20/2012 51 33.42 571,684 -63,200

Theratechnologies Inc. Common Shares Ingalls & Snyder, LLC 3 07/13/2012 10 0.7398 6,905,105 2,460 Theratechnologies Inc. Common Shares Ingalls & Snyder, LLC 3 07/18/2012 10 0.6934 6,914,605 9,500 Theratechnologies Inc. Common Shares Ingalls & Snyder, LLC 3 07/18/2012 90 6,862,605 -52,000 Thirdcoast Limited (formerly Goderich Elevators Limited)

Common Shares Parrish & Heimbecker, Limited

3 07/13/2012 10 155 3,056

Thirdcoast Limited (formerly Goderich Elevators Limited)


3 07/13/2012 10 155 273,003 2,586



3 07/18/2012 10 155 273,004 1



3 07/19/2012 10 155 296,615 23,611

Tigris Uranium Corp. Common Shares Inwentash, Sheldon 3, 6 07/19/2012 10 0.13 9,800,000 1,000,000 Tigris Uranium Corp. Common Shares Pinetree Capital Ltd. 3 07/19/2012 10 0.13 9,800,000 1,000,000 Tigris Uranium Corp. Common Shares Sheriff, William Morris 4 07/19/2012 10 0.135 1,733,000 50,000 Timmins Gold Corp. Common Shares Kapusianyk, Leslie 5 06/28/2012 00 31,500 Timmins Gold Corp. Options Kapusianyk, Leslie 5 06/28/2012 00 200,000 Toromont Industries Ltd. Common Shares Toromont Industries Ltd. 1 07/13/2012 38 21 7,400 7,400 Toromont Industries Ltd. Common Shares Toromont Industries Ltd. 1 07/13/2012 38 21 0 -7,400 Toromont Industries Ltd. Common Shares Toromont Industries Ltd. 1 07/13/2012 38 21 2,600 2,600 Toromont Industries Ltd. Common Shares Toromont Industries Ltd. 1 07/13/2012 38 21 0 -2,600 Toromont Industries Ltd. Common Shares Toromont Industries Ltd. 1 07/13/2012 38 21 2,567 2,567 Toromont Industries Ltd. Common Shares Toromont Industries Ltd. 1 07/13/2012 38 21 0 -2,567 Toromont Industries Ltd. Common Shares Toromont Industries Ltd. 1 07/13/2012 38 21 10,000 10,000 Toromont Industries Ltd. Common Shares Toromont Industries Ltd. 1 07/13/2012 38 21 0 -10,000 Toromont Industries Ltd. Common Shares Toromont Industries Ltd. 1 07/13/2012 38 20.99 1,800 1,800 Toromont Industries Ltd. Common Shares Toromont Industries Ltd. 1 07/13/2012 38 20.99 0 -1,800 Touchstone Exploration Inc. Common Shares Baay, Paul Raymond 5 07/16/2012 30 0.18 3,378,756 10,416

Touchstone Exploration Inc. Common Shares Bryant, Ronald 4 07/16/2012 30 0.18 3,267,081 10,416

Touchstone Exploration Inc. Common Shares Durfy, Sean Michael 4 07/16/2012 30 0.18 330,403 4,629

Touchstone Exploration Inc. Common Shares MARR, GREGORY 5 07/16/2012 30 0.18 62,153 8,333

Touchstone Exploration Inc. Common Shares Mitzel, Trevor 4 07/16/2012 30 0.18 40,403 4,629

Touchstone Exploration Inc. Common Shares Shipka, James 5 07/16/2012 30 0.18 65,910 8,332

Touchstone Exploration Inc. Common Shares Smith, Richard Gregg 4 07/16/2012 30 0.18 240,403 4,629

Touchstone Exploration Inc. Common Shares ZANG, JOHN CHARLES 4 07/16/2012 30 0.18 416,589 4,629

Tourmaline Oil Corp. Common Shares Riddell, Clayton H. 4 07/19/2012 10 26.5541 0 -100,000 Transat A.T. inc. Action à droit de vote de

catégorie B Simoneau, Jacques 4 07/19/2012 10 3.22 15,580 5,000

TransForce Inc. Deferred Share Units Bédard, Alain 4 07/16/2012 56 11,125 82 TransForce Inc. Deferred Share Units Bérard, André 4 07/16/2012 56 47,449 352 TransForce Inc. Deferred Share Units Bouchard, Lucien 4 07/16/2012 56 28,919 215 TransForce Inc. Deferred Share Units Guay, Richard 4, 5 07/16/2012 56 24,270 182 TransForce Inc. Deferred Share Units ROGERS, Ronald D. 4 07/16/2012 56 16,658 124 TransForce Inc. Deferred Share Units Saputo, Emanuele 6 07/16/2012 56 16.67 21,293 164 TransForce Inc. Deferred Share Units Saputo, Joey 4 07/16/2012 56 16.67 19,587 143 Trican Well Service Ltd. Rights Deferred Share

Units (DSUs) Bagan, Kenneth Michael 4 07/13/2012 56 72,486 918

Trican Well Service Ltd. Rights Deferred Share Units (DSUs)

Brooks, Gilbert Allen 4 07/13/2012 56 34,234 434


Cobbe, Murray Lynn 4 07/13/2012 56 30,633 388


NUGENT, Kevin 4 07/13/2012 56 46,266 586


Pourbaix, Alex 4 07/13/2012 56 6,656 76


Robinson, Douglas F. 4 07/13/2012 56 76,674 971

Trillium North Minerals Ltd. Common Shares Martel, Rolland Russell 4 07/16/2012 10 0.03 300,000 100,000 Trimac Transportation Ltd. Class B Convertible

Voting Shares McCaig, Jeffrey James 4 07/16/2012 97 246,449 3,347

Trimac Transportation Ltd. Class B Convertible Voting Shares

McCaig, Jeffrey James 4 07/16/2012 97 6,887,389 93,528

Trimac Transportation Ltd. Class B Convertible Voting Shares

TRIMAC HOLDINGS LTD. 3 07/16/2012 97 7,133,838 96,875

Triox Limited Common Shares McNaughton, Robb 4 06/07/2012 00 Triox Limited Common Shares McNaughton, Robb 4 06/07/2012 00

Insider Reporting

July 26, 2012 (2012) 35 OSCB 6967



Acquired/ Disposed

TTM Resources Inc. Common Shares Clarke, Warring Kennedy Crichton

4 07/13/2012 10 0.045 4,109,943 19,000

Tyhee Gold Corp. Common Shares Interinvest Corporation 3 06/27/2012 11 0.09 3,000,000 Tyhee Gold Corp. Common Shares Interinvest Corporation 3 06/27/2012 11 0.09 63,894,555 3,000,000 Tyhee Gold Corp. Common Shares Interinvest Corporation 3 06/27/2012 11 0.09 64,894,555 1,000,000 Tyhee Gold Corp. Common Shares Interinvest Corporation 3 06/29/2012 11 0.09 1,000,000 Tyhee Gold Corp. Common Shares Interinvest Corporation 3 06/29/2012 11 0.09 1,000,000 Tyhee Gold Corp. Common Shares Interinvest Corporation 3 07/13/2012 10 0.08 64,243,555 200,000 Tyhee Gold Corp. Common Shares Interinvest Corporation 3 07/17/2012 10 0.08 64,443,555 200,000 Tyhee Gold Corp. Warrants Interinvest Corporation 3 06/27/2012 11 1.25 3,000,000 Tyhee Gold Corp. Warrants Interinvest Corporation 3 06/27/2012 11 16,055,555 3,000,000 Tyhee Gold Corp. Warrants Interinvest Corporation 3 06/27/2012 11 1,000,000 Tyhee Gold Corp. Warrants Interinvest Corporation 3 06/27/2012 11 17,055,555 1,000,000 U.S. Silver Corporation Common Shares Ryley, Thomas Lovett 4 07/17/2012 10 1.41 150,000 44,000 UEX Corporation Common Shares McGrath, Emmet 4 07/13/2012 10 0.5 29,900 22,400 United Corporations Limited Common Shares United-Connected Holdings

Corp. 3 07/16/2012 10 47.01 2,870,242 200

United Corporations Limited Common Shares United-Connected Holdings Corp.

3 07/17/2012 10 47.15 2,870,442 200

United Corporations Limited Common Shares United-Connected Holdings Corp.

3 07/18/2012 10 47.1 2,870,642 200

United Reef Limited Common Shares Sears, Seymour 4 07/13/2012 00 120,000 United Reef Limited Common Shares Sears, Seymour 4 07/13/2012 97 953,000 833,000 United Reef Limited Common Shares Sears, Seymour 4 07/17/2012 97 833,000 Uranium Focused Energy Fund

Trust Units Uranium Focused Energy Fund

1 07/16/2012 38 2.25 18,437,885 100

Valencia Ventures Inc. Common Shares Inwentash, Sheldon 6 07/13/2012 37 1,488,400 -13,395,600 Valencia Ventures Inc. Common Shares Pinetree Capital Ltd. 3 07/16/2012 37 1,488,400 -13,395,600 Valterra Resource Corporation

Options Stock Colin, Jean-Pierre 4 07/19/2012 50 0.1 230,000 30,000

Valterra Resource Corporation

Options Stock Sveinson, Frederick J. 5 04/19/2012 00

Valterra Resource Corporation

Options Stock Sveinson, Frederick J. 5 07/19/2012 50 0.1 45,000 45,000

Velan Inc. Subordinate Voting Shares

Velan Inc. 1 07/06/2012 38 0 -7,200

VentriPoint Diagnostics Ltd. (formerly Luca Capital Inc.)

Common Shares Katz, Treuman 4 05/24/2010 46 90,000 15,000

VentriPoint Diagnostics Ltd. (formerly Luca Capital Inc.)

Common Shares Katz, Treuman 4 05/25/2011 46 1,075,000 160,000

Verdant Financial Partners I Inc.

Common Shares Vella-Zarb, Pierre 4, 5 07/10/2012 37 64,627 14,627

Verdant Financial Partners I Inc.

Options Vella-Zarb, Pierre 4, 5 07/10/2012 37 0.2 45,685 10,340

Vermilion Energy Inc. Common Shares Hicks, Curtis W. 5 07/12/2012 10 45.2 111,494 -4,500 Vermilion Energy Inc. Common Shares Hicks, Curtis W. 5 07/13/2012 10 45.5 105,994 -5,500 VersaPay Corporation Options Porter, Wendy Kathleen 4 01/12/2010 00 VersaPay Corporation Options Porter, Wendy Kathleen 4 01/12/2010 50 1 100,000 100,000 VersaPay Corporation Options Porter, Wendy Kathleen 4 04/01/2010 50 1.38 168,000 68,000 VersaPay Corporation Options Porter, Wendy Kathleen 4 06/15/2012 50 1 218,000 50,000 Victory Nickel Inc. Common Shares Galipeau, René Réal 6, 5 07/12/2012 10 0.03 1,987,556 100,000 Virginia Mines Inc. Common Shares Labbé, Pierre 4 07/11/2012 51 5.41 800 800 Virginia Mines Inc. Common Shares Labbé, Pierre 4 07/11/2012 10 9.05 0 -800 Virginia Mines Inc. Common Shares Labbé, Pierre 4 07/13/2012 51 5.41 1,200 1,200 Virginia Mines Inc. Common Shares Labbé, Pierre 4 07/13/2012 10 9.01 0 -1,200 Virginia Mines Inc. Options Labbé, Pierre 4 07/11/2012 51 5.41 34,200 -800 Virginia Mines Inc. Options Labbé, Pierre 4 07/13/2012 50 9 38,200 4,000 Virginia Mines Inc. Options Labbé, Pierre 4 07/13/2012 51 5.41 37,000 -1,200 WaterFurnace Renewable Energy, Inc. (formerly WFI Industries Ltd.)

Common Shares Day, Joseph David 4 07/17/2012 10 16.6 14,800 -500

WaterFurnace Renewable Energy, Inc. (formerly WFI Industries Ltd.)

Common Shares Day, Joseph David 4 07/18/2012 10 16.6 11,300 -3,500

West Fraser Timber Co. Ltd. Deferred Share Unit Binkley, Clark 4 07/16/2012 56 15,040 41

West Fraser Timber Co. Ltd. Deferred Share Unit Gibson, J. Duncan 4 07/16/2012 56 6,652 18

West Fraser Timber Co. Ltd. Deferred Share Unit Hughes, Larry Sanford 5 07/16/2012 56 1,713 5

West Fraser Timber Co. Ltd. Deferred Share Unit Ketcham, Samuel Wright 4 07/16/2012 56 1,242 3

West Fraser Timber Co. Ltd. Deferred Share Unit Ludwig, Harald Horst 4 07/16/2012 56 15,290 42

West Fraser Timber Co. Ltd. Deferred Share Unit Miller, Gerald 4 07/16/2012 56 252 1

West Fraser Timber Co. Ltd. Deferred Share Unit Phillips, Robert L. 4 07/16/2012 56 1,242 3

West Fraser Timber Co. Ltd. Deferred Share Unit Rennie, Janice Gaye 4 07/16/2012 56 6,798 19

Insider Reporting

July 26, 2012 (2012) 35 OSCB 6968



Acquired/ Disposed

Westbridge Energy Corporation

Common Shares Larkin, Paul Anthony 4 10/25/2010 10 0.1 1,500 1,500




Common Shares Larkin, Paul Anthony 4 11/12/2010 00




Common Shares Larkin, Paul Anthony 4 04/26/2012 10 0.455 440,000 -11,500




Common Shares Larkin, Paul Anthony 4 04/25/2012 10 0.45 451,500 -10,000


Warrants Larkin, Paul Anthony 4 11/10/2010 16 0.1 400,000 400,000


Warrants Larkin, Paul Anthony 4 11/12/2010 00

Western Copper and Gold Corporation

Options Brown, Cameron, Murray 5 06/06/2012 52 1.72 375,000 -75,000


Options Brown, Cameron, Murray 5 07/12/2012 50 0.8 575,000 200,000


Options Byford, Robert Michael 4 07/12/2012 50 0.8 330,000 100,000


Options Corman, Francis Dale 4, 5 07/18/2012 52 1.72 285,000 -25,000


Options Corman, Francis Dale 4, 5 07/18/2012 50 0.8 485,000 200,000


Options Dean, Corey Michael 5 07/17/2012 50 0.8 200,000 100,000


Options Francois, Julien 5 06/06/2012 52 1.72 375,000 -75,000


Options Francois, Julien 5 07/12/2012 50 0.8 525,000 150,000


Options Gayton, Robert 4 06/06/2012 52 1.72 185,000 -25,000


Options West-Sells, Paul George 5 06/06/2012 52 50,000


Options West-Sells, Paul George 5 06/06/2012 52 50,000


Options West-Sells, Paul George 5 06/06/2012 52 475,000 -50,000


Options West-Sells, Paul George 5 07/12/2012 50 0.8 675,000 200,000


Options Zeitler, Klaus M 4 03/04/2009 52 0.88 -40,000









WesternOne Equity Income Fund

Units WEQ.UN Hurdman, Frederick Fairbanks

3 07/17/2012 97 2,740,933 1,715

WesternOne Equity Income Fund

Units WEQ.UN Hurdman, Frederick Fairbanks

3 07/20/2012 97 2,786,113 45,180

Westport Innovations Inc. Common Shares Douglas, Kevin 3 04/21/2012 10 41 1,571,075 26,100 Westport Innovations Inc. Common Shares Douglas, Kevin 3 04/21/2012 10 40 1,605,075 34,000 Westport Innovations Inc. Common Shares Douglas, Kevin 3 05/18/2012 10 38 1,622,075 17,000 Westport Innovations Inc. Common Shares Douglas, Kevin 3 06/15/2012 10 30 1,639,075 17,000 Westport Innovations Inc. Common Shares Douglas, Kevin 3 07/05/2012 10 37.49 1,644,787 5,712 Westport Innovations Inc. Common Shares Douglas, Kevin 3 07/06/2012 10 36.62 1,656,075 11,288 Westport Innovations Inc. Common Shares Douglas, Kevin 3 07/10/2012 10 36.28 1,673,075 17,000 Westport Innovations Inc. Common Shares Douglas, Kevin 3 07/11/2012 10 33.84 1,690,075 17,000 Westport Innovations Inc. Common Shares Douglas, Kevin 3 07/18/2012 10 35.82 1,695,634 5,559 Westport Innovations Inc. Common Shares Douglas, Kevin 3 07/19/2012 10 37.02 1,724,075 28,441 Westport Innovations Inc. Common Shares Douglas, Kevin 3 07/20/2012 10 37.12 1,741,075 17,000 Westport Innovations Inc. Common Shares Douglas, Kevin 3 04/20/2012 10 41 5,800 Westport Innovations Inc. Common Shares Douglas, Kevin 3 04/20/2012 10 41 2,957,315 5,800 Westport Innovations Inc. Common Shares Douglas, Kevin 3 04/21/2012 10 41 3,002,215 44,900 Westport Innovations Inc. Common Shares Douglas, Kevin 3 04/21/2012 10 40 3,068,215 66,000 Westport Innovations Inc. Common Shares Douglas, Kevin 3 04/24/2012 10 38 3,068,315 100 Westport Innovations Inc. Common Shares Douglas, Kevin 3 05/15/2012 10 38 3,083,315 15,000 Westport Innovations Inc. Common Shares Douglas, Kevin 3 05/18/2012 10 38 3,101,115 17,800 Westport Innovations Inc. Common Shares Douglas, Kevin 3 05/18/2012 99 38 3,101,216 101 Westport Innovations Inc. Common Shares Douglas, Kevin 3 06/15/2012 10 30 3,134,216 33,000 Westport Innovations Inc. Common Shares Douglas, Kevin 3 07/05/2012 10 37.49 3,145,304 11,088

Insider Reporting

July 26, 2012 (2012) 35 OSCB 6969



Acquired/ Disposed

Westport Innovations Inc. Common Shares Douglas, Kevin 3 07/06/2012 10 36.62 3,167,216 21,912 Westport Innovations Inc. Common Shares Douglas, Kevin 3 07/10/2012 10 36.28 3,200,216 33,000 Westport Innovations Inc. Common Shares Douglas, Kevin 3 07/11/2012 10 33.84 3,233,216 33,000 Westport Innovations Inc. Common Shares Douglas, Kevin 3 07/18/2012 10 35.82 3,244,007 10,791 Westport Innovations Inc. Common Shares Douglas, Kevin 3 07/19/2012 10 37.02 3,299,216 55,209 Westport Innovations Inc. Common Shares Douglas, Kevin 3 07/20/2012 10 37.12 3,332,216 33,000 Westport Innovations Inc. Common Shares Douglas, Kevin 3 04/21/2012 10 41 902,546 15,400 Westport Innovations Inc. Common Shares Douglas, Kevin 3 04/21/2012 10 40 922,546 20,000 Westport Innovations Inc. Common Shares Douglas, Kevin 3 05/18/2012 10 38 932,546 10,000 Westport Innovations Inc. Common Shares Douglas, Kevin 3 06/15/2012 10 30 942,546 10,000 Westport Innovations Inc. Common Shares Douglas, Kevin 3 07/05/2012 10 37.49 945,906 3,360 Westport Innovations Inc. Common Shares Douglas, Kevin 3 07/06/2012 10 36.62 952,546 6,640 Westport Innovations Inc. Common Shares Douglas, Kevin 3 07/10/2012 10 36.28 962,546 10,000 Westport Innovations Inc. Common Shares Douglas, Kevin 3 07/11/2012 10 33.84 972,546 10,000 Westport Innovations Inc. Common Shares Douglas, Kevin 3 07/18/2012 10 35.82 975,816 3,270 Westport Innovations Inc. Common Shares Douglas, Kevin 3 07/19/2012 10 37.02 992,546 16,730 Westport Innovations Inc. Common Shares Douglas, Kevin 3 07/20/2012 10 37.12 1,002,546 10,000 Westport Innovations Inc. Common Shares Douglas, Kevin 3 02/21/2012 47 2,186,754 491,538 Westport Innovations Inc. Common Shares Douglas, Kevin 3 04/19/2012 10 40 2,407,253 18,500 Westport Innovations Inc. Common Shares Douglas, Kevin 3 04/21/2012 10 41 2,468,853 61,600 Westport Innovations Inc. Common Shares Douglas, Kevin 3 04/21/2012 10 40 2,530,353 61,500 Westport Innovations Inc. Common Shares Douglas, Kevin 3 05/18/2012 10 38 2,570,353 40,000 Westport Innovations Inc. Common Shares Douglas, Kevin 3 05/18/2012 99 2,570,352 -1 Westport Innovations Inc. Common Shares Douglas, Kevin 3 06/15/2012 10 30 2,610,352 40,000 Westport Innovations Inc. Common Shares Douglas, Kevin 3 07/05/2012 10 37.49 2,623,792 13,440 Westport Innovations Inc. Common Shares Douglas, Kevin 3 07/06/2012 10 36.62 2,650,352 26,560 Westport Innovations Inc. Common Shares Douglas, Kevin 3 07/10/2012 10 36.28 2,690,352 40,000 Westport Innovations Inc. Common Shares Douglas, Kevin 3 07/11/2012 10 33.84 2,730,352 40,000 Westport Innovations Inc. Common Shares Douglas, Kevin 3 07/18/2012 10 35.82 2,743,432 13,080 Westport Innovations Inc. Common Shares Douglas, Kevin 3 07/19/2012 10 37.02 2,810,352 66,920 Westport Innovations Inc. Common Shares Douglas, Kevin 3 07/20/2012 10 37.12 2,850,352 40,000 Westport Innovations Inc. Common Shares Douglas, Kevin 3 02/21/2012 47 601,839 -245,769 Westport Innovations Inc. Common Shares Douglas, Kevin 3 02/21/2012 47 356,070 -245,769 Westport Innovations Inc. Exchange Traded Put

Options Douglas, Kevin 3 02/12/2010 00

Westport Innovations Inc. Exchange Traded Put Options

Douglas, Kevin 3 06/21/2012 70 2.05 17,000 17,000


Douglas, Kevin 3 07/05/2012 70 2.6 34,000 17,000


Douglas, Kevin 3 07/11/2012 70 2.95 17,000


Douglas, Kevin 3 07/11/2012 70 2.95 51,000 17,000


Douglas, Kevin 3 02/12/2010 00


Douglas, Kevin 3 06/21/2012 70 2.05 33,000 33,000


Douglas, Kevin 3 07/05/2012 70 2.6 66,000 33,000


Douglas, Kevin 3 07/11/2012 70 2.95 99,000 33,000




Douglas, Kevin 3 06/21/2012 70 2.05 10,000


Douglas, Kevin 3 06/21/2012 70 2.05 10,000 10,000


Douglas, Kevin 3 07/05/2012 70 2.6 20,000 10,000


Douglas, Kevin 3 07/11/2012 70 2.95 30,000 10,000




Douglas, Kevin 3 06/21/2012 70 2.05 40,000 40,000


Douglas, Kevin 3 07/05/2012 70 2.6 80,000 40,000


Douglas, Kevin 3 07/11/2012 70 2.95 120,000 40,000

Westridge Resources Inc. Common Shares Barclay, Richard John Hargrave

4 07/16/2012 10 0.22 110,000 10,000

White Tiger Gold Ltd. Common Shares Finskiy, Maxim Valerievich 4, 6, 5 07/16/2012 11 0.1 100,595,794 55,830,500 Wi-LAN Inc. Deferred Stock Unit Bramson, Robert S. 4 07/13/2012 56 5.01 11,020 63 Wi-LAN Inc. Deferred Stock Unit Gillberry, John Kendall 4 07/13/2012 56 5.01 19,980 114 Wi-LAN Inc. Deferred Stock Unit Jenkins, William Keith 4 07/13/2012 56 5.01 27,354 143 Wi-LAN Inc. Deferred Stock Unit McCarten, W. Paul 4 07/13/2012 56 5.01 1,771 10 Wi-LAN Inc. Deferred Stock Unit Roche, James Norman 4 07/13/2012 56 5.01 2,650 15 Wi-LAN Inc. Deferred Stock Unit Shorkey, Richard John 4 07/13/2012 56 5.01 14,082 80 Wi-LAN Inc. Common Shares Wi-LAN Inc. 1 07/09/2012 38 5.12 100,000 10,000

Insider Reporting

July 26, 2012 (2012) 35 OSCB 6970



Acquired/ Disposed

Wi-LAN Inc. Common Shares Wi-LAN Inc. 1 07/10/2012 38 5.07 110,000 10,000 Wi-LAN Inc. Common Shares Wi-LAN Inc. 1 07/11/2012 38 4.9499 120,000 10,000 Wi-LAN Inc. Common Shares Wi-LAN Inc. 1 07/12/2012 38 4.893 130,000 10,000 Wi-LAN Inc. Common Shares Wi-LAN Inc. 1 07/13/2012 38 4.97 140,000 10,000 WPC Resources Inc. Common Shares Clarke, Warring Kennedy

Crichton 4, 5 07/12/2012 10 0.07 1,250,141 50,000

WPC Resources Inc. Common Shares Clarke, Warring Kennedy Crichton

4, 5 07/12/2012 10 0.075 1,282,141 32,000

WPC Resources Inc. Common Shares Clarke, Warring Kennedy Crichton

4, 5 07/12/2012 10 0.08 1,306,141 24,000

X-Terra Resources Corporation

Options Feldman, Gerald Morris 4 07/13/2012 50 0.25 50,000 50,000


Options Plouffe, Sébastien 4 06/14/2012 52 205,000 -50,000


Options Zhao, Xin 4 06/14/2012 52 135,000 -10,000

Xmet Inc. Common Shares Baker, Simon Lloyd 4 07/19/2012 10 0.05 60,000 -30,000 Xtra-Gold Resources Corp. Common Shares Xtra-Gold Resources Corp. 1 07/13/2012 38 1.03 3,000 3,000 Xtra-Gold Resources Corp. Common Shares Xtra-Gold Resources Corp. 1 07/13/2012 38 1.04 5,500 2,500 Xtra-Gold Resources Corp. Common Shares Xtra-Gold Resources Corp. 1 07/13/2012 38 2,500 -3,000 Xtra-Gold Resources Corp. Common Shares Xtra-Gold Resources Corp. 1 07/13/2012 38 0 -2,500 Xtra-Gold Resources Corp. Common Shares Xtra-Gold Resources Corp. 1 07/16/2012 38 1.02 2,000 2,000 Xtra-Gold Resources Corp. Common Shares Xtra-Gold Resources Corp. 1 07/16/2012 38 1.01 5,500 3,500 Xtra-Gold Resources Corp. Common Shares Xtra-Gold Resources Corp. 1 07/16/2012 38 3,500 -2,000 Xtra-Gold Resources Corp. Common Shares Xtra-Gold Resources Corp. 1 07/16/2012 38 0 -3,500 Xtra-Gold Resources Corp. Common Shares Xtra-Gold Resources Corp. 1 07/18/2012 38 1.02 1,500 1,500 Xtra-Gold Resources Corp. Common Shares Xtra-Gold Resources Corp. 1 07/18/2012 38 0 -1,500 Yamana Gold Inc. Deferred Share Unit Begeman, John A. 4 07/13/2012 56 21,403 79 Yamana Gold Inc. Deferred Share Unit Davidson, Alexander John 4 07/13/2012 56 15,313 57 Yamana Gold Inc. Restricted Shares Gerardo, Fernandez-Tobar 5 06/13/2012 56 2,789 Yamana Gold Inc. Restricted Shares Gerardo, Fernandez-Tobar 5 06/13/2012 56 13,232 3,719 Yamana Gold Inc. Deferred Share Unit Graff, Richard P 4 07/13/2012 56 21,403 79 Yamana Gold Inc. Deferred Share Unit Horn, Robert Aelred 4 07/13/2012 56 21,403 79 Yamana Gold Inc. Deferred Share Unit Lees, Charles Nigel 4 07/13/2012 56 21,403 79 Yamana Gold Inc. Deferred Share Unit Marrone, Peter 4, 5 07/13/2012 56 1,628,389 6,034 Yamana Gold Inc. Deferred Share Unit Mars, Patrick James 4 07/13/2012 56 21,403 79 Yamana Gold Inc. Restricted Shares Matos, Rogerio 5 06/13/2012 56 2,789 Yamana Gold Inc. Restricted Shares Matos, Rogerio 5 06/13/2012 56 11,682 3,719 Yamana Gold Inc. Restricted Shares McKnight, Greg 5 06/13/2012 56 39,027 Yamana Gold Inc. Restricted Shares McKnight, Greg 5 06/13/2012 56 217,474 39,047 Yamana Gold Inc. Deferred Share Unit Mesquita, Juvenal 4 07/13/2012 56 20,477 76 Yamana Gold Inc. Deferred Share Unit Renzoni, Carl 4 07/13/2012 56 21,403 79 Yamana Gold Inc. Deferred Share Unit Silva, Antenor 5 07/13/2012 56 5,782 21 Yamana Gold Inc. Restricted Shares Solovera, Ricardo 5 06/13/2012 56 2,789 Yamana Gold Inc. Restricted Shares Solovera, Ricardo 5 06/13/2012 56 24,126 3,719 Yamana Gold Inc. Deferred Share Unit Titaro, Dino 4 07/13/2012 56 21,403 79 Yoho Resources Inc. Common Shares Perron, Gary 4 07/17/2012 10 1.66 3,469,320 18,000 Yoho Resources Inc. Common Shares Perron, Gary 4 07/18/2012 10 1.75 3,487,620 18,300 Zargon Oil & Gas Ltd. Common Shares Dranchuk, Jason Brent 5 07/16/2012 10 7.6 4,348 400 Zargon Oil & Gas Ltd. Common Shares Dranchuk, Jason Brent 5 07/16/2012 10 7.61 4,448 100 Zargon Oil & Gas Ltd. Common Shares Dranchuk, Jason Brent 5 07/16/2012 10 7.62 7,448 3,000 Zargon Oil & Gas Ltd. Common Shares Dranchuk, Jason Brent 5 12/31/2010 00 Zargon Oil & Gas Ltd. Common Shares Dranchuk, Jason Brent 5 07/16/2012 10 7.6065 2,600 2,600 Zargon Oil & Gas Ltd. Common Shares Hansen, Craig Henry 4, 5 07/12/2012 10 7.55 158,243 20,000 Zazu Metals Corporation Common Shares Atzmon, Gil 5 07/16/2012 10 0.86 4,280,000 5,500 Zazu Metals Corporation Common Shares Relling, Thomas Peter Max 3 07/16/2012 10 0.87 708,000 -15,500

Zimtu Capital Corp. Options Charland, Sean 4 01/16/2012 00 30,000

July 26, 2012 (2012) 35 OSCB 6971

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

07/03/2012 1 Aura Silver Resources Inc. - Units 100,000.00 2,000,000.00

07/01/1429 1 Avivagen Inc. - Common Shares 100,030.00 1,429,000.00

07/13/2012 1 Bank of Montreal - Note 5,000,000.00 1.00

06/22/2012 12 Barker Minerals Ltd. - Units 172,000.00 3,440,000.00

06/15/2012 2 Brambles Limited - Common Shares 1,448,537.90 232,409.00

07/05/2012 5 Cadman Resources Inc. - Units 99,000.00 660,000.00

07/12/2012 5 Caledonian Royalty Corporation - Units 875,000.00 87,500.00

06/27/2012 29 Canadian Spirit Resources Inc. - Common Shares 4,293,000.00 14,310,000.00

07/09/2012 12 Cantex Mines Development Corp. - Units 1,761,000.00 35,220,000.00

07/09/2012 1 CGX Energy Inc. - Units 30,000.00 85,714,285.00

06/22/2012 4 Choice Hotels International, Inc. - Notes 9,490,500.00 9,250.00

06/22/2012 3 CNRP Mining Inc. - Common Shares 7,300,000.00 29,200,000.00

07/05/2012 6 Comstock Metals Ltd. - Flow-Through Units 125,000.00 625,000.00

07/05/2012 6 Comstock Metals Ltd. - Non Flow-Through Shares 175,500.00 1,166,666.67

06/25/2012 3 Corsa Coal Corp. - Common Shares 0.00 5,281,690.00

06/19/2012 9 CounterPath Corporation - Units 3,662,500.00 1,465,000.00

07/12/2012 36 Cross Roads Park Plaza Income Trust - Trust Units 1,328,100.00 1,328.10

06/13/2012 1 CWT Canada II Limited Partnership - Limited Partnership Interest

2,150,000.00 2,150,000.00

04/07/2012 2 Entourage Metals Ltd. - Common Shares 57,000.00 20,000.00

05/30/2012 35 Explorex Resources Inc. - Units 283,500.00 1,417,500.00

06/26/2012 11 First Point Minerals Corp. - Common Shares 1,610,959.80 2,684,933.00

06/29/2012 55 Foundation Resources Inc. - Units 690,450.00 13,809,000.00

06/21/2012 24 Glass Earth Gold Limited - Units 2,357,150.00 11,785,750.00

07/06/2012 1 Gold Canyon Resources Inc. - Common Shares 27,000.00 100,000.00

06/28/2012 19 Golden Cross Resources Inc. - Common Shares 439,921.00 3,142,292.00

07/03/2012 8 Golden Raven Resources Ltd. - Units 90,000.00 1,800,000.00


July 26, 2012 (2012) 35 OSCB 6972

Transaction Date

No. of Purchasers


No. of Securities

Distributed

06/13/2012 70 Golden Raven Resources Ltd. - Units 1,228,000.00 24,560,000.00

07/12/2012 51 Golden Reign Resources Ltd. - Units 3,156,798.80 4,711,640.00

06/15/2012 14 Goldstrike Resources Ltd. - Units 1,477,875.30 3,365,358.00

06/28/2012 to 07/06/2012

16 Gowest Gold Ltd. - Units 805,000.00 8,050,000.00

06/27/2012 2 IHS Inc. - Common Shares 5,364,411.00 52,300.00

06/27/2012 13 Lake Shore Gold Corp. - Common Shares 4,400,000.00 5,000,000.00

06/29/2012 21 Mainstream Minerals Corporation - Units 435,000.00 8,700,000.00

06/28/2012 31 Microbix Biosystems Inc. - Units 541,900.00 1,806,332.00

07/13/2012 2 Micromem Technologies Inc. - Units 100,000.00 500,000.00

07/02/2012 3 MicroPlanet Technology Corp. - Notes 800,000.00 800.00

06/15/2012 2 MicroVision, Inc. - Common Shares 2,048,800.00 800,000.00

07/06/2012 17 Mineral Mountain Resources Ltd. - Units 303,000.00 1,515,000.00

06/30/2012 3 Mitomics Inc. - Units 86,398.35 25,043.00

06/30/2012 1 MOAG Copper Gold Resources Inc. - Units 100,000.00 2,000,000.00

06/22/2012 2 Oak Ridge Resources Ltd. - Common Shares 65,000.00 650,000.00

06/27/2012 2 Oasis Petroleum Inc. - Notes 3,077,100.00 2.00

06/26/2012 1 Odebrecht Finance Ltd. - Note 512,018.15 1.00

07/09/2012 6 Organic Potash Corporation - Debentures 270,000.00 27.00

06/29/2012 12 Puma Exploration Inc. - Units 100,650.00 335,500.00

06/28/2012 91 Puma Exploration Inc. - Units 888,179.90 2,960,599.00

06/28/2012 to 07/05/2012

27 Questfire Energy Corp. - Units 1,510,000.00 302.00

06/27/2012 1 QVC, Inc. - Notes 512,850.00 500.00

07/12/2012 2 Rainy River Resources Ltd. - Common Shares 100,000.00 22,878.00

07/12/2012 6 Rainy River Resources Ltd. - Common Shares 1,092,752.50 250,000.00

06/26/2012 2 Return On Innovation Capital Ltd - Units 312,454.00 312,545.00







July 26, 2012 (2012) 35 OSCB 6973

Transaction Date

No. of Purchasers


No. of Securities

Distributed

06/26/2012 2 Return On Innovation Capital Ltd - Units 1,236,148.00 1,236,148.00

06/20/2012 10 RoyalGold, Inc. - Notes 3,058,200.00 10.00

06/26/2012 to 06/27/2012

60 Sabina Gold & Silver Corp. - Common Shares 35,100,176.10 12,103,485.00

06/20/2012 2 Sappi Papier Holding GmbH - Notes 2,548,500.00 2.00

06/28/2012 10 Slater Mining Corporation - Common Shares 900,000.06 2,571,429.00

06/25/2012 1 Sonic Automotive, Inc. - Notes 1,030,300.00 1,009.00

06/14/2012 14 SQI Diagnostics Inc. - Units 753,747.75 430,713.00

07/09/2012 3 Superior Copper Corporation - Common Shares 37,500.00 750,000.00

07/10/2012 1 Superior Copper Corporation - Common Shares 105,000.00 2,100,000.00

06/29/2012 8 Sustainable Energy Technologies Ltd. - Debentures 700,000.00 700.00

07/05/2012 9 Tawsho Mining Inc. - Flow-Through Units 557,375.00 2,229,500.00

06/29/2012 12 Texada software Inc. - Common Shares 4,500,000.00 22,500,000.00

06/18/2012 1 The Fresh Market, Inc. - Common Shares 259,216.50 5,000.00

06/21/2012 1 The Goldman Sachs Group, Inc. - Notes 153,765.00 150.00

07/12/2012 3 Tyhee Gold Corp. - Units 360,000.00 4,000,000.00

07/03/2012 to 07/06/2012

28 UBS AG, Jersey Branch - Certificates 19,193,704.57 28.00

06/26/2012 to 06/29/2012


06/11/2012 to 06/22/2012


06/12/2012 to 06/14/2012

4 UBS AG, Zurich - Certificates 1,027,701.18 4.00

06/18/2012 1 United Technologies Corporation - Units 12,832,500.00 250,000.00

06/25/2012 1 Valterra Resource Corporation - Common Shares 400,000.00 8,000,000.00

07/11/2012 1 Victory Gold Mines Inc. - Common Shares 60,000.00 600,000.00

06/28/2012 2 Zayo Escrow Corporation - Notes 3,616,550.00 2.00


July 26, 2012 (2012) 35 OSCB 6974


July 26, 2012 (2012) 35 OSCB 6975

Chapter 11

IPOs, New Issues and Secondary Financings

Issuer Name: Branco Resources Ltd. Principal Regulator - British Columbia Type and Date: Preliminary CPC Prospectus dated July 18, 2012 NP 11-202 Receipt dated July 19, 2012 Offering Price and Description: $300 000.00 – 3,000,000 Common Shares Price: $0.10 per Common Share Underwriter(s) or Distributor(s): Jordan Capital Markets Inc. Promoter(s):Sokhie Puar Project #1933625

_______________________________________________ Issuer Name: Birchcliff Energy Ltd. Principal Regulator - Alberta Type and Date: Preliminary Short Form Prospectus dated July 23, 2012 NP 11-202 Receipt dated July23, 2012 Offering Price and Description: $50,000,000.00 - 2,000,000 Preferred Units Price: $25.00 per Preferred Unit Minimum Subscription: $2,500 (100 Preferred Units) Underwriter(s) or Distributor(s): GMP Securities LP Cormark Securities Inc. National Bank Financial Inc. Macquarie Capital Markets Canada Ltd. Peters & Co. Limited Raymond James Ltd. Promoter(s):-Project #1934556

_______________________________________________

Issuer Name: Temple Real Estate Investment Trust Principal Regulator - Manitoba Type and Date: Preliminary Short Form Prospectus dated July 23, 2012 NP 11-202 Receipt dated July 23, 2012 Offering Price and Description: $40,000,000.00 - 5 YEAR 7.25% SERIES E CONVERTIBLE REDEEMABLE UNSECURED SUBORDINATED DEBENTURES Price: $1,000.00 per Debenture Underwriter(s) or Distributor(s): NATIONAL BANK FINANCIAL INC. LAURENTIAN BANK SECURITIES INC. RAYMOND JAMES LTD. DUNDEE SECURITIES LTD. MACKIE RESEARCH CAPITAL CORPORATION DESJARDINS SECURITIES INC. MACQUARIE CAPITAL MARKETS CANADA LTD. Promoter(s):-Project #1934555

_______________________________________________


July 26, 2012 (2012) 35 OSCB 6976

Issuer Name: ONE Financial All-Weather Profit Canada Fund ONE Financial All-Weather Profit Commodities Fund ONE Financial All-Weather Profit Conservative Growth 2022 Protected Portfolio ONE Financial All-Weather Profit Emerging Markets Fund ONE Financial All-Weather Profit Europe & Asia Fund ONE Financial All-Weather Profit Global Diversified Fund ONE Financial All-Weather Profit Global Diversified Growth Fund ONE Financial All-Weather Profit Growth & Income Balanced Fund ONE Financial All-Weather Profit Monthly ROC Income 2022 Protected Portfolio ONE Financial All-Weather Profit Monthly Tax-Efficient Bond Fund ONE Financial All-Weather Profit Tax-Efficient Short-term Savings Fund ONE Financial All-Weather Profit U.S. Fund Principal Regulator - Ontario Type and Date: Amended and Restated Preliminary Long Form Prospectus dated July 13, 2012 NP 11-202 Receipt dated July 17, 2012 Offering Price and Description: Series A, F, I, O, Embedded-Wrap, and Flex-Wrap Shares. Series T6(ROC), T9(ROC), F6(ROC), F9(ROC), Embedded-Wrap, T6(ROC), Embedded-Wrap T9(ROC), Flex-Wrap T6 (ROC), and Flex-Wrap T9(ROC) Shares. Series A, F, O and Flex-Wrap Shares Underwriter(s) or Distributor(s): -Promoter(s):One Financial Corporation Project #1845211

_______________________________________________ Issuer Name: Renaissance Canadian Bond Fund Renaissance Corporate Bond Capital Yield Fund Renaissance Short-Term Income Fund Principal Regulator - Ontario Type and Date: Preliminary Simplified Prospectuses dated July 20, 2012 NP 11-202 Receipt dated July 23, 2012 Offering Price and Description: Class F-Premium units Underwriter(s) or Distributor(s): CIBC Asset Management Inc. Promoter(s):CIBC Asset Management Inc. Project #1934293

_______________________________________________

Issuer Name: Spara Acquisition One Corp. Type and Date: Preliminary Long Form Non-Offering Prospectus dated July 16, 2012 Receipted on July 17, 2012 Offering Price and Description: -Underwriter(s) or Distributor(s): -Promoter(s):Jason Sparaga Project #1932835

_______________________________________________ Issuer Name: Black Diamond Group Limited Principal Regulator - Alberta Type and Date: Final Short Form Prospectus dated July 18, 2012 NP 11-202 Receipt dated July 18, 2012 Offering Price and Description: $55,375,000.00 - 2,500,000 Common Shares Price: $22.15 per Common Share Underwriter(s) or Distributor(s): RAYMOND JAMES LTD. BMO NESBITT BURNS INC.CIBC WORLD MARKETS INC. ACUMEN CAPITAL FINANCE PARTNERS LIMITED GMP SECURITIES L.P.FIRSTENERGY CAPITAL CORP. CORMARK SECURITIES INC. PETERS & CO. LIMITED Promoter(s):-Project #1931723

_______________________________________________ Issuer Name: Dynamic Power Managed Growth Class Principal Regulator - Ontario Type and Date: Amendment #1 dated May 30, 2012 to the Simplified Prospectus and Annual Information Form dated April 12, 2012 NP 11-202 Receipt dated July 17, 2012 Offering Price and Description: -Underwriter(s) or Distributor(s): GCIC Ltd. GCIC Ltd. Promoter(s):GCIC Ltd. Project #1875875

_______________________________________________


July 26, 2012 (2012) 35 OSCB 6977

Issuer Name: EnerCare Solutions Inc. (formerly The Consumers' Waterheater Operating Trust) Principal Regulator - Ontario Type and Date: Final Base Shelf Prospectus dated July 20, 2012 NP 11-202 Receipt dated July 20, 2012 Offering Price and Description: $600,000,000.00 - Debt Securities Underwriter(s) or Distributor(s): -Promoter(s):-Project #1931628

_______________________________________________ Issuer Name: Energy Fuels Inc. Principal Regulator - Ontario Type and Date: Final Short Form Prospectus dated July 18, 2012 NP 11-202 Receipt dated July 19, 2012 Offering Price and Description: $22,000,000.00 - Floating-Rate Convertible Unsecured Subordinated Debentures Underwriter(s) or Distributor(s): DUNDEE SECURITIES LTD. SCOTIA CAPITAL INC. NATIONAL BANK FINANCIAL INC. HAYWOOD SECURITIES INC. VERSANT PARTNERS INC. Promoter(s):-Project #1929726

_______________________________________________ Issuer Name: Manulife Financial Corporation Principal Regulator - Ontario Type and Date: Final Base Shelf Prospectus dated July 18, 2012 NP 11-202 Receipt dated July 18, 2012 Offering Price and Description: $10,000,000,000.00 -Debt Securities, Class A Shares, Class B Shares, Class 1 Shares, Common Shares, Subscription Receipts, Warrants, Share Purchase Contracts, Units Underwriter(s) or Distributor(s): -Promoter(s):-Project #1932005

_______________________________________________

Issuer Name: Tricon Capital Group Inc. Principal Regulator - Ontario Type and Date: Final Short Form Prospectus dated July 23, 2012 NP 11-202 Receipt dated July 23, 2012 Offering Price and Description: $45,000,000.00 - 6.375% Convertible Unsecured Subordinated Debentures Price: $1,000 per Debenture Underwriter(s) or Distributor(s): GMP Securities L.P. RBC Dominion Securities Inc. CIBC World Markets Inc. Canaccord Genuity Corp. Raymond James Ltd. Promoter(s):-Project #1932684

_______________________________________________ Issuer Name: Lazard Global Convertibles Plus Corp. Principal Jurisdiction - Ontario Type and Date: Preliminary Long Form Prospectus dated June 8, 2012 Withdrawn on July 17, 2012 Offering Price and Description: -Underwriter(s) or Distributor(s): -Promoter(s):Marquest Asset Management Inc. Project #1921338

_______________________________________________ Issuer Name: Lazard Global Convertibles Plus Fund Principal Jurisdiction - Ontario Type and Date: Preliminary Long Form Prospectus dated May 31, 2012 Withdrawn on July 17, 2012 Offering Price and Description: $* (* Units) Maximum $10.00 per Unit Underwriter(s) or Distributor(s): TD SECURITIES INC. CIBC WORLD MARKETS INC. BMO NESBITT BURNS INC. SCOTIA CAPITAL INC. CANACCORD GENUITY CORP. GMP SECURITIES L.P. MACQUARIE PRIVATE WEALTH INC. RAYMOND JAMES LTD. DESJARDINS SECURITIES INC. MACKIE RESEARCH CAPITAL CORPORATION MANULIFE SECURITIES INCORPORATED MGI SECURITIES INC. Promoter(s):MARQUEST ASSET MANAGEMENT INC. Project #1918686

_______________________________________________


July 26, 2012 (2012) 35 OSCB 6978

Issuer Name: Lazard Global Convertibles Plus Fund Principal Jurisdiction - Ontario Type and Date: Preliminary Long Form Prospectus dated May 31, 2012 Amended and Restated Preliminary Long Form Prospectus dated June 7, 2012 Withdrawn on July 17, 2012 Offering Price and Description: -Underwriter(s) or Distributor(s): TD SECURITIES INC. CIBC WORLD MARKETS INC. BMO NESBITT BURNS INC. SCOTIA CAPITAL INC. CANACCORD GENUITY CORP. GMP SECURITIES L.P. MACQUARIE PRIVATE WEALTH INC. RAYMOND JAMES LTD. DESJARDINS SECURITIES INC. MACKIE RESEARCH CAPITAL CORPORATION MANULIFE SECURITIES INCORPORATED MGI SECURITIES INC. Promoter(s):MARQUEST ASSET MANAGEMENT INC. Project #1918686

_______________________________________________

July 26, 2012 (2012) 35 OSCB 6979

Chapter 12

Registrations

12.1.1 Registrants

Type Company Category of Registration Effective Date

Name Change

From: Jovportfolio Management Inc.

To: Fit Private Investment Counsel Inc.

Investment Fund Manager, Portfolio Manager and Exempt Market Dealer

July 17, 2012

Change in Registration Category Brompton Funds Limited

From: Exempt Market Dealer, Portfolio Manager and Investment Fund Manager

To: Exempt Market Dealer, Portfolio Manager, Investment Fund Manager and Commodity Trading Manager

July 19, 2012

New Registration BNP Paribas Prime Brokerage, Inc. Restricted Dealer July 20, 2012

Change in Registration Category Stornoway Portfolio Management Inc.

From: Exempt Market Dealer and Portfolio Manager

To: Exempt Market Dealer, Portfolio Manager and Investment Fund Manager

July 20, 2012

Voluntary Surrender of Registration Brompton Funds Management Limited

Investment Fund Manager, Exempt Market Dealer and Portfolio Manager

July 23, 2012

Registrations

July 26, 2012 (2012) 35 OSCB 6980


July 26, 2012 (2012) 35 OSCB 6981

Chapter 13

SROs, Marketplaces and Clearing Agencies

13.2 Marketplaces

13.2.1 Alpha Exchange Inc. – Request for Comments on Public Interest Rule Amendments to Alpha Exchange Trading Policies and Housekeeping Rule Amendments to Alpha Exchange Trading Policies

ALPHA EXCHANGE INC.

REQUEST FOR COMMENTS ON PUBLIC INTEREST RULE AMENDMENTS TO ALPHA EXCHANGE TRADING POLICIES

AND

HOUSEKEEPING RULE AMENDMENTS TO ALPHA EXCHANGE TRADING POLICIES

PROPOSED PUBLIC INTEREST RULE AMENDMENTS – REQUEST FOR COMMENTS

Proposed public interest rule amendments are being published for comment in Alpha Exchange Inc.’s Notice below (Notice) in accordance with the “Process for the Review and Approval of Rules and the Information Contained in Form 21-101F1 and the Exhibits Thereto”. Feedback on the proposed public interest rule amendments outlined in Part I of the Notice is requested in writing by August 27, 2012 to the parties listed in the Notice below.

HOUSEKEEPING RULE AMENDMENTS

In addition, in accordance with the "Process for the Review and Approval of Rules and the Information Contained in Form 21-101F1 and the Exhibits Thereto” housekeeping rule amendments are published for information in Appendix A of the Notice. A brief summary of the housekeeping rule amendments and the rationale for them are found in Part II of the Notice. The housekeeping rule amendments will become effective as of the dates designated in the Notice.


July 26, 2012 (2012) 35 OSCB 6982

ALPHA EXCHANGE INC. NOTICE OF PROPOSED CHANGES AND REQUEST FOR FEEDBACK

The Board of Directors of Alpha Exchange Inc. (“Alpha”) has approved amendments (“Amendments”) to the Alpha Exchange Trading Policies (“Trading Policies”). The Amendments, shown as blacklined text, are attached as Appendix “A”.

Alpha is publishing this Notice of Proposed Changes (“Notice”) in accordance with the requirements set out in the rule protocolattached to its Recognition Order. Market participants are invited to provide the Commission with feedback on the proposed Public Interest Rule Changes. Notice is also being provided, as required, regarding Housekeeping changes. In accordance with regulatory requirements feedback is not being requested on the Housekeeping Rule changes.

Feedback on the proposed amendments should be in writing and submitted by August 27, 2012 to:

Market Regulation Branch Ontario Securities Commission

Suite 1903, Box 55 20 Queen Street West

Toronto, Ontario M5H 3S8 Fax: (416) 595-8940

e-mail: [email protected]

And to: Randee Pavalow

Alpha Exchange Inc. 70 York Street, Suite 1501 Toronto, Ontario M5J 1S9

Fax: (416) 642-2120 e-mail: [email protected]

Feedback received will be made public on the OSC website. Upon completion of the review by OSC staff, and in the absence of any regulatory concerns, notice will be published to confirm the completion of Commission staff's review and to outline the intended implementation date of the changes.

Terms not defined in this Notice are defined in the Alpha Exchange Inc. Trading Policies.


July 26, 2012 (2012) 35 OSCB 6983

I. PUBLIC INTEREST RULE CHANGE – INTRASPREAD

DESCRIPTION OF THE PROPOSED CHANGES

Alpha is proposing to amend the IntraSpread™ functionality as follows:

• Remove Dark orders that provide price improvement of 10% over the NBBO.

• Introduce Dark orders that can trade at the NBBO with

o SDL™ orders with volume over 50 board lots or value greater than $100,000 (Large SDL orders), after any visible and reserve volume on Alpha at the same price level has been exhausted, and

o All other SDL™ orders(Small SDL orders) after any visible and reserve volume on Alpha at the same price level has been exhausted, but only when no visible volume is available on other markets at the same price, so that the NBBO at the time of entry of the order would, at the time of execution, provide price improvement in relationship to the market conditions at execution.

• Allow SDL™ orders to trade with eligible Dark orders as well as with lit orders booked in the Alpha CLOB, while not trading through better priced orders on other markets.

EXPECTED DATE OF IMPLEMENTATION

October 15, 2012

RATIONALE AND RELEVANT SUPPORTING ANALYSIS

The proposed changes are being made in order to bring IntraSpread™ functionality in compliance with UMIR provisions respecting dark liquidity effective October 15, 2012. In addition, the changes are designed to maximize opportunities for priceimprovement and increased trade size for active SDL™ orders. SDL orders will now also trade against visible liquidity in the Alpha CLOB, increasing the pool of liquidity available for SDL™ order matching.

EXPECTED IMPACT ON MARKET STRUCTURE, MEMBERS, INVESTORS, ISSUERS AND THE CAPITAL MARKETS

With the removal of 10% Dark orders, the expectation is that the volumes of SDL™ order executions against dark liquidity will decrease, as the economic benefit for liquidity providers is being reduced. The introduction of Dark orders that can trade withSDL™ orders at the NBBO is intended to provide a service that can offset the decrease in liquidity that is likely to occur after the implementation of the new requirements regarding dark pools. With typically larger sizes, it is expected that these Dark orderswill continue to improve average trade prices for retail orders as compared to opportunities in the lit markets, since more volume can be executed at the best price level with no or minimal market impact. In addition, it is expected that overall fill rates foractive retail flow routed to IntraSpread™ will increase due to additional matching with visible orders in Alpha CLOB.

IMPACT ON EXCHANGE’S COMPLIANCE WITH THE SECURITIES LAW, ESPECIALLY FAIR ACCESS AND MAINTENANCE OF FAIR AND ORDERLY MARKETS

Proposed changes will bring IntraSpread™ functionality in line with UMIR provisions respecting dark liquidity effective October15 2012. These changes are also in compliance with securities law including the requirements regarding fair access and maintenance of fair and orderly markets.

CONSULTATION

Proposed changes were developed in response to new regulatory environment, while trying to preserve benefits of the current IntraSpread™ implementation. Feedback was received from a number of existing IntraSpread™ customers.

TECHNOLOGY IMPLEMENTATION IMPACT ON MEMBERS AND SERVICE VENDORS

Proposed changes are designed to minimize impact on Members and Service Vendors. There are no required changes for parties entering SDL orders. Dark liquidity providers are expected to cease use of 10% Dark orders and to incorporate 0% Dark orders in their trading strategies.


July 26, 2012 (2012) 35 OSCB 6984

EXISTENCE OF COMPARABLE RULES IN OTHER MARKETS OR JURISDICTIONS

Midpoint dark orders are supported by MatchNow, TMX and ChiX.

Dark order at the NBBO is equivalent to limit dark orders supported by TMX and ChiX.

TMX and ChiX allow active orders to interact with both dark and lit liquidity.

II. HOUSEKEEPING RULE CHANGES

Please note that these changes are not being published for comment.

Changes to the Inside Match Order, Effective October 15, 2012

Prices other than 50% of the NBBO spread are being removed for the Inside Match order. With this amendment, an Inside Match order trading against a Price Improvement Iceberg order will receive a price improvement of at least one trading increment, or half a trading increment if NBBO spread is one trading increment.

These changes are housekeeping changes because they are being made in response to Securities law and UMIR provisions respecting dark liquidity effective October 15, 2012.

Changes to the Short Sell Order – Effective October 15, 2012

The following changes are made to short selling functionality:

• Short Sell orders are no longer re-priced to NLSP

• Short Sell Exempt marker will no longer be accepted after the transition.

• Short-marking Exempt marker is added to buy, sell and cross orders

• Short-marking Exempt order cannot be designated as Short Sell

• Short-marking Exempt marker is added to all odd-lot auto-executed trades, as these are executed in Market Making capacity.

• Market Maker information is added to symbol information query to support vendor implementations of functionality specific to Market Makers and Short-marking exempt requirements.

These changes are housekeeping changes because they are being made in response to UMIR short selling provisions effective October 15, 2012.

Alpha will continue to accept Short Sell Exempt marker during the transition period, until March 29, 2013 or as scheduled by IIROC.

Changes to Order Router – Effective September 3, 2012

After review and analysis, the consolidated order book depth used by Alpha Order Router is being reduced from 10 levels to 5. Data analysis indicates that less than 0.003% of orders routed through Alpha Order Router can interact with more than 5 price levels.

This change is a configuration change being made to reduce data processing and storage capacity and is a housekeeping change because it is a change in the routine processes or administration of the marketplace and is a minor system change.


July 26, 2012 (2012) 35 OSCB 6985

APPENDIX A

The following sets out the proposed black lined amendments to the Alpha Exchange Inc. Trading Policies. A complete version of the black lined Trading Policies can be found at www.alpha-group.ca

2.1 DEFINITIONS

Dark Order A fully hidden order used to manage passive interest within the IntraSpread™ Facility. It includes the Touch Dark order and Midpoint Dark order.

IntraSpread™ Facility

An optional facility which allows a Member to seek order matches with guaranteed price improvement for active orders, without pre-trade transparency.

Large order An order with a volume over 50 Board lots or a value greater than $100,000. It may be combined with a specific type of order such as an SDL order (Large SDL order) to indicate that the SDL Order has a volume over 50 Board lots or a value of greater than $100,000.

Small Order An order with a volume less than or equal to 50 Board lots or a value less than or equal to $100,000. It may be combined with a specific type of order such as an SDL order (Large SDL order) to indicate that the SDL Order has a volume less than or equal to 50 Board lots or a value of less than or equal to $100,000.

DIVISION 2 — ORDER ENTRY

5.10 Order Types

Inside Match (IM)

Order with a limit price within the at 50% of the NBBO specified by a percentage (between 10% and 90% increments of 10%) of the spread that trades with PII orders immediately on entry. Any unfilled balance of an IM order is cancelled. Trades may occur at smaller price increments than the minimum quotation increments contained in UMIR.

Passive Only (PO)

The PO order is cancelled at the time of entry if any portion of the order is immediately tradable. PO orders are also cancelled if the order becomes active due to a price change (i.e., a price amendment or short sale price re-pegging).Passive Only is also available for TTM orders.

Seek Dark Liquidity™ (SDL™)

A Fill or Kill order that trades only with eligible IntraSpread Dark orders and CLOB orders to the extent possible and any residual is cancelled.

Short Sell An order to sell a security that the seller does not own (either directly, or through an agent or trustee) at the time of the order. Short Sell orders may only be executed at a price equal to, or above the NLSP.

Short Sell “exempt”

A Short Sell order that is exempt from the “last sale” pricing restrictions in UMIR. Members are responsible for identifying these orders.

5.10.6 SHORT SALE ORDERS

A Short Sell order is an order to sell a security that the seller does not own. To facilitate compliance with the short sale rule, the system generally pegs the price of short sell orders to the NLSP. However in the Pre-Open phase, short sale order prices are adjusted to the closing price of the principal market.

Commentary: Members are responsible for the identification and designation of short sell and short-marking exempt orders.

A Short Sell “exempt” order is a Short Sell order that is exempt from the “last sale” pricing restrictions in UMIR. Members areresponsible for identifying these orders

5.12 CROSSES

(5) Bypass Crosses are only allowed on a regular Alpha cross (no BBO check), and are not allowed on SPC Contingent Cross, Internal Cross, National Cross and SST Cross. A bypass Cross is exempt from cross interference, is short sell and short exempt supported, is only allowed on round lots and mixed lots and does not update NLSP

5.14 BYPASS ORDER

Example 2: - Bypass Short Sell order pegged to NLSPNational Last Sale Price is $1.90XYZ Security


July 26, 2012 (2012) 35 OSCB 6986

Non-disclosed/Reserve Volume Buy Volume Bid Offer Sell Volume

1000 shares 500 shares $2.00 $2.50 500 shares

400 shares $1.80

Dealer A sent short sell Bypass Order for 900 at 1.80.Order is booked as Short Sell with limit price 1.90. (Pegged to National Last Sale Price)Alpha executes trade as 500 at 2.00Outstanding volume of 400 is killed.Alpha Last Sale Price updates to 2.00

Post-Trade Order BookXYZ Security

Non-disclosed/Reserve Volume Buy Volume Bid Offer Sell Volume


400 shares $1.80

Example 3: Bypass Short Sell Exempt OrderXYZ Security

Reserve Volume Buy Volume Bid Offer Sell Volume


400 shares $2.00

5.23 ALPHA INTRASPREAD™ FACILITY

(1) Scope

(a) Alpha IntraSpread™ facility allows Members to seek order matches without pre-trade transparency. It can also provide, with guaranteed price improvement for active orders.

(b) The IntraSpread™ facility is available to all Members and for all symbols traded on Alpha ATS.

(c) Order types in the Alpha IntraSpread™ facility include Dark orders and Seek Dark Liquidity™ (SDL™) orders.

(2) Dark Orders

(a) The Dark order is a fully hidden order with no pre-trade transparency.

Commentary: Dark orders have no pre-trade transparency as information on Dark orders is not disseminated on any public feeds.

(b) Dark orders can trade with other Dark orders or with SDL™ orders, but do not trade with CLOB orders.

(c) Based on the COMP attribute, the Dark order can trade as follows:

(i) only with incoming SDL™ orders, or

(ii) only with other Dark orders, or

(iii) with both SDL™ and Dark orders.

(d) The price of a Dark order is calculated as an offset of the NBBO by adding the price offset to the national best bid for a buy order and subtracting it from the national best offer for a sell order.

(i) The price offset is calculated as a percentage of the NBBO:


July 26, 2012 (2012) 35 OSCB 6987

(1) A Touch Dark Order” will be calculated at 0% of the NBBO (at the BB for a sell order and at the BO for a buy order)), or 50% (with no tick cap”

(2) A Midpoint Dark Order will be calculated at 50% of the NBBO.”); however, Dark orders with a COMP attribute that supports trading with other Dark orders can only have the 50% price offset value.

(ii) The price of the Dark order can be optionally capped.

If either relevant side of the NBBO is not set, or the NBBO is locked or crossed, Dark orders will not trade.

(e) Touch Dark orders:

trade with incoming Large SDL orders after all visible and iceberg reserve volume in the CLOB at the same price has been exhausted;

(i) trade with incoming Small SDL orders after all visible and iceberg reserve volume in the CLOB at the same price has been exhausted and if no visible volume at the same price is available on other markets;

(ii) do not trade with other Dark orders.

(f) Midpoint Dark orders trade with:

(i) all incoming SDL orders, regardless of SDL order size;

(ii) other Midpoint Dark orders, if COMP attribute of both Dark Orders supports trading against Dark orders.

(g) Dark orders must be for a board lot quantity and are day only orders.

(h) Dark orders cannot be Iceberg, On-Stop, Inside Match, FOK, FAK, MOO, LOO, MOC, Special Terms, Bypass, Passive Only, TTM or ROC.

(i) Dark orders can be amended for quantity, price offset and price cap, in addition to other standard amendable order attributes.

(j) Dark order marked with the MAQ attribute may specify the minimum acceptable number of shares that it will trade against when trading with another Dark order. The MAQ condition does not apply to trades against SDL orders.

(k) Dark orders marked with the STM attribute will not trade with a matching STM marked Dark order from the same Member account.

(3) Seek Dark Liquidity™ (SDL™) Orders

(a) SDL™ orders trade only with eligible Dark orders from any Alpha Member and do not interact with othertransparent orders in the Alpha CLOB while not trading through price levels on other marketplaces.

(b) SDL™ Orders can only be entered on behalf of Retail Customers.

Commentary: It is expected that Members have policies and procedures in place in regards to identifying which accounts qualify and supervisory procedures to monitor ongoing compliance. If Alpha deems that a firm is entering SDL™ orders from non-retail clients, it may take appropriate action against the firm in question (i.e. access to IntraSpread).

(c) SDL™ orders can be market or limit orders but are treated as FOK – they trade with eligible Dark orders to the extent possible, and any residual is cancelled.

(d) SDL™ orders must be for a board lot quantity.

(e) SDL™ orders cannot be Iceberg, On-Stop, Inside Match, FAK, MOO, LOO, MOC, Special Terms, Bypass, Passive Only, TTM or ROC.


July 26, 2012 (2012) 35 OSCB 6988

(4) Eligible Trading Sessions

(a) Dark orders are accepted in Pre-Open and Continuous Trading sessions (from 7:00am to 4:00pm).

(b) Dark orders trade in the Continuous Trading Session but do not participate in opening or closing auctions.

(c) SDL™ orders are accepted only during the Continuous Trading Session (from 9:30am to 4:00pm)

(5) Post-trade Transparency

(a) IntraSpread™ trades are disseminated on the public data feed in real-time. These trades set the Alpha last sale price (ALSP) and/or the NLSP.

(b) Trade prices may have up to three decimal places for prices above $0.50 and up to four decimal places for prices below $0.50.

(6) IntraSpread™ Matching

(a) Incoming SDL™ orders trade with eligible resting Dark and CLOB orders in price priority.

(b) Within a price level, transparent and Iceberg reserve CLOB volume has priority over Dark orders.

(c) Subject to Section 5.23(6)(a) and (b), rResting Dark - IntraSpread orders are matched with incoming Dark orders and SDL™ orders according to the following allocation priority:

(i) Price priority: Dark orders with better price (higher price offset) have priority, then

(i) Broker preferencing: Dark orders from the same Member have priority, then

(ii) Smart size priority: Dark orders with sufficient size to fully fill the incoming order have priority, then

(iii) Round-robin priority: Dark orders take turns interacting with the incoming order. Each time a Dark order is inserted, it is placed at the bottom of the queue. Each time a Dark Order trades, or its quantity is increased priority is changed through amendment, the order is placed at the bottom of the round-robin priority queue.

Commentary: Unlike in the CLOB, Broker pPreferencing is observed for matching SDL orders and Dark orders regardless of whether the the order on either side is marked anonymous. In addition, SDL Orders designated as Jitney are subject to broker preferencing.

Resting CLOB orders are matched with incoming SDL™ orders according to CLOB allocation priority.

6.12 MIXED LOT SHORT SALE ORDERS

(6) Mixed lot Short Sale orders will be pegged to the NLSP up to the order’s limit price and then executed according to 6.9,6.10 and 6.11.

8.5 TTM SERVICE

(7) TTM Routing Strategy

(a) The TTM Service simultaneously routes portions of the order to all Other Marketplaces with better priced orders (up to 10 price levels), up to the original order’s limit price. Any residual is sent to Alpha.

Commentary: The TTM Service receives information on the depth of book up to 5 price levels

(a) The TTM Service will:

(i) Receive the depth of book (to 10 price levels) made available by each marketplace, then

July 26, 2012 (2012) 35 OSCB 6989

Chapter 25

Other Information

25.1 Consents

25.1.1 Advanced Primary Minerals Corporation – s. 4(b) of the Regulation

Headnote

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the Canada Business Corporations Act.

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181.

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

Regulations Cited

Regulation made under the Business Corporations Act, O. Reg. 289/00, as am., s. 4(b).

IN THE MATTER OF R.R.O. 1990, REGULATION 289/00,

AS AMENDED (THE “REGULATION”)MADE UNDER THE BUSINESS CORPORATIONS ACT (ONTARIO),

R.S.O. 1990, c. B.16, AS AMENDED (THE “OBCA”)

AND

IN THE MATTER OF ADVANCED PRIMARY MINERALS CORPORATION

CONSENT(Subsection 4(b) of the Regulation)

UPON the application of Advanced Primary Minerals Corporation (the “Applicant”) to the Ontario Securities Commission (the “Commission”) requesting consent (the “Application”) from the Commission for the Applicant to continue in another jurisdiction, as required by subsection 4(b) of the Regulation;

AND UPON considering the Application and the recommendation of the staff of the Commission;

AND UPON the Applicant having represented to the Commission that:

1. The Applicant was incorporated under the OBCA on September 27, 2002. Its registered office is located at 65 Harbour Square, Suite 1108, Toronto, Ontario M5J 2L4.

2. The Applicant, with a view to relocate its registered office to Nova Scotia for administrative

convenience, intends to apply to the Director under the OBCA for authorization to continue under the Canada Business Corporations Act (“CBCA”). Pursuant to subsection 4(b) of the Regulation, where a corporation is an offering corporation, its Application for continuance as a corporation under the CBCA must be accompanied by a consent from the Ontario Securities Commission. The Applicant intends to apply for continuation under the CBCA as soon as it receives consent from the Commission.

3. The Applicant is an offering corporation under the OBCA and is and intends to remain a reporting issuer under the Securities Act (the “Act”). The Applicant is also a reporting issuer in British Columbia, Alberta and Nova Scotia and intends to remain a reporting issuer in each of these jurisdictions following the proposed continuance as a corporation under the CBCA.

4. The common shares of the Applicant are currently listed and posted for trading in TSX Venture Exchange under the trading symbol "APD:TSXV" and the Applicant intents to continue trading of its common shares on the TSX Venture Exchange after the proposed continuance.

5. The Applicant is not in default of any of the provisions of the OBCA, the Act or the regulations or rules made thereunder and any rules, regulations or policies of the TSX Venture Exchange or any securities legislation of any province in Canada.

6. The Applicant is not a party to any proceeding or, to the best of its knowledge, information and belief, any pending proceeding under the Act or the OBCA.

7. The material rights, duties and obligations of a corporation governed by the CBCA are substantially similar to those of a corporation governed by the OBCA. The Applicant’s management information circular, dated May 31, 2012 and filed on SEDAR on June 5, 2012 which was provided to all shareholders of the Applicant for its June 29, 2012 annual and special meeting (the “Meeting”), included (i) full disclosure of the continuance approval process, the proposed articles of continuance, the effect of the proposed continuance, the amendments required to By-Law Number One and (ii) full disclosure to the shareholders with respect to their dissent rights in connection with the continuance pursuant to section 185 of the OBCA.

Other Information

July 26, 2012 (2012) 35 OSCB 6990

8. At the Meeting, a special resolution authorizing the continuance under the CBCA was approved by 99.91% of the votes cast by shareholders of the Applicant. None of the shareholders of the Applicant exercised dissent right pursuant to section of 185 of the OBCA.

9. The Applicant intends to relocate its registered office to Nova Scotia in conjunction with its continuance as a corporation under the CBCA. The Nova Scotia Securities Commission is currently the Applicant’s principal regulator and the Applicant intends to continue to have the Nova Scotia Securities Commission as its principal regulator after the proposed continuance.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

THE COMMISSION HEREBY CONSENTS to the continuance of the Applicant as a corporation under the CBCA.

DATED at Toronto, Ontario this 17th day of July, 2012.

“Kevin J. Kelly” Commissioner Ontario Securities Commission

“Vern Krishna” Commissioner Ontario Securities Commission

July 26, 2012 (2012) 35 OSCB 6991

Index

Advanced Primary Minerals Corporation Consent – s. 4(b) of the Regulation ..........................6989

Alpha Exchange Inc. Marketplaces.............................................................6981

AlphaPro Management Inc. Decision ....................................................................6837

Aptilon Corporation Cease Trading Order ................................................6885

Ashanti Corporate Services Inc. Notice from the Office of the Secretary .....................6811

Order – s. 144(1).......................................................6849

Baum, Michael Notice from the Office of the Secretary .....................6811

Order – s. 127 ...........................................................6851

BNP Paribas Prime Brokerage, Inc. New Registration.......................................................6979

Brompton Funds Limited Change in Registration Category ..............................6979

Brompton Funds Management Limited Voluntary Surrender of Registration..........................6979

Caldwell Investment Management Ltd. Decision ....................................................................6815

Caldwell Securities Ltd. Decision ....................................................................6815

Chaddock, Douglas SEE Chaddock, Douglas William

Chaddock, Douglas William Notice from the Office of the Secretary .....................6811Notice from the Office of the Secretary .....................6812

Order – s. 127 ...........................................................6851 Temporary Order – ss. 127(1), 127(8) ......................6851

Companion Policy 21-101CP Marketplace Operation Request for Comments .............................................6887

Companion Policy 44-101CP Short Form Prospectus Distributions

Request for Comments .............................................6887

Companion Policy 44-102CP Shelf Distributions Request for Comments .............................................6887

Companion Policy 81-102CP Mutual Funds Request for Comments .............................................6887

CRC Royalty Corporation Order – s. 144 .......................................................... 6853

CSA Staff Notice 12-307 – Applications for a Decision that an Issuer is not a Reporting Issuer

Notice ....................................................................... 6794

CSA Staff Notice 51-337 Continuous Disclosure Review Program Activities for the fiscal year ended March 31, 2012 News Release .......................................................... 6808

Daimler Canada Finance Inc. Decision.................................................................... 6833

DirectCash Payments Inc. Notice of Correction.................................................. 6807

Dominion International Resource Management Inc. Notice from the Office of the Secretary .................... 6811

Order – s. 144(1) ...................................................... 6849

Energy Syndications Inc. Notice from the Office of the Secretary .................... 6811Notice from the Office of the Secretary .................... 6812

Order – s. 127 .......................................................... 6851 Temporary Order – ss. 127(1), 127(8)...................... 6851

Fit Private Investment Counsel Inc. Name Change .......................................................... 6979

Form 31-103F1 Calculation of Excess Working Capital Request for Comments............................................. 6887

Form 33-109F6 Firm Registration Request for Comments............................................. 6887

Form 44-101F1 Short Form Prospectus Request for Comments............................................. 6887

Green Syndications Inc. Notice from the Office of the Secretary .................... 6811Notice from the Office of the Secretary .................... 6812

Order – s. 127 .......................................................... 6851 Temporary Order – ss. 127(1), 127(8)...................... 6851

Hibbert, Marlon Gary Notice from the Office of the Secretary .................... 6811

Order – s. 144(1) ...................................................... 6849

Horizons Auspice Managed Futures Index ETF Decision.................................................................... 6837

Horizons Balanced ETF Decision.................................................................... 6837

Index

July 26, 2012 (2012) 35 OSCB 6992

Horizons Corporate Bond ETF Decision ....................................................................6837

Horizons Crude Oil Yield ETF Decision ....................................................................6837

Horizons Diversified Commodity Yield ETF Decision ....................................................................6837

Horizons Dividend ETF Decision ....................................................................6837

Horizons Enhanced Income Energy ETF Decision ....................................................................6837

Horizons Enhanced Income Equity ETF Decision ....................................................................6837

Horizons Enhanced Income Financials ETF Decision ....................................................................6837

Horizons Enhanced Income Gold Producers ETF Decision ....................................................................6837

Horizons Enhanced Income International Equity ETF Decision ....................................................................6837

Horizons Enhanced Income U.S Equity (USD) ETF Decision ....................................................................6837

Horizons Floating Rate Bond ETF Decision ....................................................................6837

Horizons Gartman ETF Decision ....................................................................6837

Horizons Global Dividend ETF Decision ....................................................................6837

Horizons Gold Yield ETF Decision ....................................................................6837

Horizons High Yield Bond ETF Decision ....................................................................6837

Horizons Income Plus ETF Decision ....................................................................6837

Horizons Morningstar Hedge Fund Index ETF Decision ....................................................................6837

Horizons Natural Gas Yield ETF Decision ....................................................................6837

Horizons North America Growth ETF Decision ....................................................................6837

Horizons North America Value ETF Decision ....................................................................6837

Horizons Preferred Share ETF Decision ....................................................................6837

Horizons S&P/TSX 60 130/30™ Index ETF Decision.................................................................... 6837

Horizons S&P/TSX 60 Equal Weight Index ETF Decision.................................................................... 6837

Horizons Seasonal Rotation ETF Decision.................................................................... 6837

Horizons Silver Yield ETF Decision.................................................................... 6837

Horizons Tactical Bond ETF Decision.................................................................... 6837

Horizons U.S. Floating Rate Bond ETF Decision.................................................................... 6837

Hotline to HR Inc. Cease Trading Order................................................ 6885

I.G. Investment Management, Ltd. Decision.................................................................... 6821

Jovportfolio Management Inc. Name Change .......................................................... 6979

Kabash Resource Management Notice from the Office of the Secretary .................... 6811

Order – s. 144(1) ...................................................... 6849

Land Syndications Inc. Notice from the Office of the Secretary .................... 6812

Temporary Order – ss. 127(1), 127(8)...................... 6851

Levy, Pauline Notice of Hearing – ss. 127, 127.1 ........................... 6807

Notice from the Office of the Secretary .................... 6814

Manulife Financial Capital Trust Decision – s. 1(10) ................................................... 6844

Maple Group Acquisition Corporation Decision.................................................................... 6825

Martinez, Wayne Gerard Notice of Hearing – ss. 127, 127.1 ........................... 6807


McErlean, Shaun GerardNews Release .......................................................... 6810

Notice from the Office of the Secretary .................... 6813 Order – ss. 127, 127.1.............................................. 6854 OSC Reasons – s. 127............................................. 6859

New Found Freedom Financial Notice of Hearing – ss. 127, 127.1 ........................... 6807


NI 25-101 Designated Rating Organizations Request for Comments............................................. 6887

Index

July 26, 2012 (2012) 35 OSCB 6993

NI 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations

Request for Comments .............................................6887

NI 41-101 General Prospectus Requirements Request for Comments .............................................6887

NI 44-101 Short Form Prospectus Distributions Request for Comments .............................................6887

NI 44-102 Shelf Distributions Request for Comments .............................................6887

NI 45-106 Prospectus and Registration Exemptions Request for Comments .............................................6887

NI 51-102 Continuous Disclosure Obligations Request for Comments .............................................6887

NI 81-101 Mutual Fund Prospectus Disclosure Request for Comments .............................................6887

NI 81-102 Mutual Funds Request for Comments .............................................6887

NI 81-106 Investment Fund Continuous Disclosure Request for Comments .............................................6887

NP 51-201 Disclosure Standards Request for Comments .............................................6887

Ontario Securities Commission Amendment to the Assignment of Certain

Powers and Duties of the OSC– s. 6(3) ....................6845 Amended and Restated Assignment of Certain Powers and Duties of the OSC – s. 6(3)....................................................................6846

OSC Staff Notice 12-703 – Applications for a Decision that an Issuer is not a Reporting Issuer

Notice........................................................................6802

Power To Create Wealth Inc. (Panama) Notice from the Office of the Secretary .....................6811

Order – s. 144(1).......................................................6849

Power To Create Wealth Inc. Notice from the Office of the Secretary .....................6811

Order – s. 144(1).......................................................6849

Sbaraglia, PeterNotice from the Office of the Secretary .....................6813

Order.........................................................................6855

Securus Capital Inc. News Release...........................................................6810

Notice from the Office of the Secretary .....................6813 Order – ss. 127, 127.1 ..............................................6854 OSC Reasons – s. 127 .............................................6859

Singh, Ron Deonarine Notice of Hearing – ss. 127, 127.1............................6807

Notice from the Office of the Secretary .....................6814

Stornoway Portfolio Management Inc. Change in Registration Category ............................. 6979

Strumos, DanielNotice from the Office of the Secretary .................... 6811

Order – s. 127 .......................................................... 6851

Swaby, Paul Notice of Hearing – ss. 127, 127.1 ........................... 6807


Syndications Canada Inc. Notice from the Office of the Secretary .................... 6811Notice from the Office of the Secretary .................... 6812

Temporary Order – ss. 127(1), 127(8)...................... 6851 Order – s. 127 .......................................................... 6851

Telfser, James Decision.................................................................... 6815

Tranzeo Wireless Technologies Inc. Order – s. 144 .......................................................... 6856

Cease Trading Order................................................ 6885

Trapeze Asset Management Inc. Decision.................................................................... 6835

Trapeze Capital Corp. Decision.................................................................... 6835

Value Partners Investments Inc. Decision.................................................................... 6817

Visano, Anthony Decision.................................................................... 6835

Whidden, David Notice of Hearing – ss. 127, 127.1 ........................... 6807


Win-Eldrich Mines Limited Order – s. 144 .......................................................... 6850

Zompas Consulting Notice of Hearing – ss. 127, 127.1 ........................... 6807


Index

July 26, 2012 (2012) 35 OSCB 6994
