Ontario Securities Commission Bulletin

Issue 31/09 - February 29, 2008

Ont. Sec. Bull. Issue 31/09

Table of Contents

Chapter 1 - Notices / News Releases

Notices

• Current Proceedings Before The Ontario Securities Commission

• OSC Staff Notice 51-716 - Environmental Reporting

• Notice of Commission Approval -- Material Amendments to CDS Rules Relating to ACCESS Service

Notices of Hearing

• Al-tar Energy Corp. et al. - ss. 127, 127.1

News Releases

• Canadian Securities Regulators Propose Improvements to Executive Compensation Disclosure

• OSC Releases Key Findings of Environmental Reporting Review

• Learn How to Avoid Investment Scams During Fraud Prevention Month

Notices from the Office of the Secretary

• Andrew Stuart Netherwood Rankin

• Al-tar Energy Corp. et al.

• Juniper Fund Management Corporation et al.

• MRS Sciences Inc. (Formerly Morningside Capital Corp.) et al. - s. 127(1)

• Sulja Bros. Building Supplies, Ltd. (Nevada) et al.

Chapter 2 - Decisions, Orders and Rulings

Decisions

• HSBC Investment Funds and HSBC Mortgage Fund - MRRS Decision

• ExAlta Energy Inc. - s. 1(10)(b)

• Principal Global Investors, LLC - s. 6.1(1) of NI 31-102 National Registration Database and s. 6.1 of OSC Rule 13-502 Fees

• American Technology Research, Inc. - s. 6.1(1) of NI 31-102 National Registration Database and s. 6.1 of OSC Rule 13-502 -- Fees

• Novagold Resources Inc. - MRRS Decision

• Nexans - MRRS Decision

• Penn West Petroleum Ltd. - s. 1(10)

• Canetic Resources Trust - s. 1(10)

• Vault Energy Trust - s. 1(10)

• Emergis Inc. - s. 1(10)

• Abitibi-Consolidated Inc. - s. 1(10)

• Visa Inc. - MRRS Decision

• 6855237 Canada Inc. (formerly Meridian Gold Inc.) - s. 1(10)(b)

• Franco-Nevada Corporation - MRRS Decision

• Angler Management, LP - s. 6.1(1) of NI 31-102 National Registration Database and s. 6.1 of OSC Rule 13-502 Fees

Orders

• Andrew Stuart Netherwood Rankin - ss. 127, 127.1

• Juniper Fund Management Corporation et al. - s. 144

• MRS Sciences Inc. (Formerly Morningside Capital Corp.) et al. - s. 127(1)

• Sulja Bros. Building Supplies, Ltd. (Nevada) et al. - Rules 1.4 and 5.4 of the Rules of Practice (1997), 20 OSCB 1947

Chapter 3 - Reasons: Decisions, Orders and Rulings

OSC Decisions, Orders and Rulings

• Andrew Stuart Netherwood Rankin

Chapter 4 - Cease Trading Orders

• Temporary, Permanent & Rescinding Issuer Cease Trading Orders

• Temporary, Permanent & Rescinding Management Cease Trading Orders

• Outstanding Management & Insider Cease Trading Orders

Chapter 6 - Request for Comments

• Proposed NI 31-103 Registration Requirements, Proposed Companion Policy 31-103CP and Proposed Consequential Amendments

• Notice of Proposed Revocation and Replacement of NI 33-109 Registration Information and Companion Policy 33-109CP, and Notice of Proposed Amendments to NI 31-102 National Registration Database and Companion Policy 31-102CP

• Notice of Proposed Revocation and Replacement of OSC Rule 33-506 (Commodity Futures Act) Registration Information and Companion Policy 33-506CP, and Notice of Proposed Amendments to OSC Rule 31-509 (Commodity Futures Act) National Registration Database and Companion Policy 31-509CP

• NI 31-103 Registration Requirements -- Summary of Comments received by June 30, 2007

Chapter 8 - Notice of Exempt Financings

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

Chapter 11 - IPOs, New Issues and Secondary Financings

Chapter 12 - Registrations

• Registrants

Chapter 13 - SRO Notices and Disciplinary Proceedings

• Establishment and Amendment of IDA Rules to Implement the Core Principles of the Client Relationship Model

• IDA Amendments to Schedule 9 of Form 1 Relating to the Calculation of a Securities Concentration Charge for Positions in Broad Based Index Securities

• MFDA Issues Notice of Hearing Regarding Joplin Leclair

• MFDA Issues Notice of Hearing Regarding Calogero (Charles) Arcuri

• IDA Amendments To Regulations 100.2, 100.20, 400.4 And Form 1 -- Margin Requirements For Precious Metals

Chapter 25 - Other Information

Exemptions

• BluMont Augen Quebec Limited Partnership 2008 - OSC Rule 41-501 General Prospectus Requirements, s. 15.1

Consents

• Midasco Capital Corp. - s. 4(b) of the Regulation

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Chapter 1 -- Notices / News Releases

Current Proceedings Before The Ontario Securities Commission

FEBRUARY 29, 2008

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

Late Mail depository on the 19^th Floor until 6:00 p.m.

THE COMMISSIONERS

SCHEDULED OSC HEARINGS

ADJOURNED SINE DIE

Global Privacy Management Trust and Robert Cranston Andrew Keith Lech

S. B. McLaughlin

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

Andrew Stuart Netherwood Rankin

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

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

Euston Capital Corporation and George Schwartz

Al-Tar Energy Corp., Alberta Energy Corp., Eric O'Brien, Bill Daniels, Bill Jakes, John Andrews, Julian Sylvester, Michael N. Whale, James S. Lushington, Ian W. Small, Tim Burton and Jim Hennesy

Global Partners Capital, WS Net Solution, Inc., Hau Wai Cheung, Christine Pan, Gurdip Singh Gahunia

OSC Staff Notice 51-716 - Environmental Reporting

OSC STAFF NOTICE 51-716

ENVIRONMENTAL REPORTING

INTRODUCTION

National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) requires reporting issuers to disclose information about environmental matters in their continuous disclosure (CD) documents. This notice outlines the results of a targeted review of compliance with these requirements that staff of the Ontario Securities Commission (OSC) recently conducted. This review was announced in OSC Staff Notice 51-706 Corporate Finance Branch Report 2007, dated November 1, 2007.

SCOPE OF OUR REVIEW

Issuer sample

We completed a review of 35 reporting issuers for whom the OSC is the principal regulator. Twenty-two were TSX-listed issuers and 13 were venture issuers{1}. Each of the issuers we reviewed operates in one of the following industries: environmental services, industrial products, mining, oil and gas, steel, transportation services, or utilities. This notice includes commentary that may be relevant to issuers operating in other industries.

Documents reviewed

We reviewed the CD documents of each issuer, which included the issuer's most recent annual financial statements, annual management's discussion and analysis (MD&A) and annual information form (AIF), if applicable.

We also reviewed each issuer's website for disclosure of information relating to environmental matters to determine if that disclosure was consistent with the disclosure in its CD documents.

Disclosure

We examined disclosure about the following matters:

• financial liabilities related to the environment (environmental liabilities)

• asset retirement obligations

• financial and operational effects of environmental protection requirements

• environmental policies fundamental to operations, and

• environmental risks

Focus on material information

As provided in Part 1(f) of Form 51-102F1 Management's Discussion & Analysis (Form 51-102F1) and Part 1(e) of Form 51-102F2 Annual Information Form (Form 51-102F2), materiality is the determining factor for including information in CD documents.

Information relating to environmental matters is likely material if a reasonable investor's decision whether or not to buy, sell or hold securities of the issuer would likely be influenced or changed if the information was omitted or misstated. As noted in Form 51-102F1 and Form 51-102F2, this concept of materiality is consistent with the financial reporting notion of materiality included in the Canadian Institute of Chartered Accountants Handbook (the Handbook).

We are of the view that issuers should consider both quantitative and qualitative factors in determining materiality generally, and particularly for disclosure relating to environmental matters.

SUMMARY OF FINDINGS AND COMMENTS

A. Environmental liabilities

Estimates reflected in financial statements

Under Section 3290 -- Contingencies of the Handbook, a contingency is defined as an existing condition or situation involving uncertainty as to possible gain or loss to an issuer that will ultimately be resolved when one or more future events occur or fail to occur. For example, an issuer involved in litigation over environmental matters may include an estimated amount for a contingent environmental liability in its financial statements (including the related notes) at the date of its financial statements. The estimate may be selected from a range of possibilities. The estimate may change over time. Canadian generally accepted accounting principles (GAAP) allow the minimum estimate to be accrued if no estimate within the range is more probable than another. Prediction of the outcome of contingencies, including estimation of the financial effects, is a matter of judgment by those responsible for preparing financial statements, taking into account the particular circumstances.

Where the environmental liability involves a critical accounting estimate (as defined in Form 51-102F1), certain disclosure is required. Specifically, item 1.12 of Form 51-102F1 requires management of TSX-listed issuers to include an analysis of critical accounting estimates in their MD&A. This analysis should:

• identify and describe each critical accounting estimate, including:

• a description of the accounting estimate

• the methodology used in determining the critical accounting estimate

• the assumptions underlying the accounting estimate that relate to matters highly uncertain at the time the estimate was made

• any known trends, commitments, events or uncertainties that management reasonably believes will materially affect the methodology or assumptions described, and

• if applicable, why the estimate is reasonably likely to change from period to period and have a material impact on the financial presentation

• explain the significance of the estimate to the issuer's financial condition, changes in financial condition and results of operations and identify the financial statement line items affected by the accounting estimate

• discuss changes made to critical accounting estimates during the past two financial years, including the reasons for the change and the quantitative effect on the issuer's overall financial performance and financial statement line items, and

• identify the segments of the issuer's business that the accounting estimate affects and discuss the accounting estimate on a segment basis, if the issuer operates in more than one segment

Findings

The MD&A of some of the TSX-listed issuers we reviewed included a detailed analysis of the issuer's environmental estimates. For example, in discussing reclamation costs, one issuer stated that its operations are subject to environmental laws in the various countries where it has closed mines and open mines. The issuer then stated that technical issues made the reclamation of closed mines uncertain, which, together with any future changes in environmental laws, made estimating reclamation costs difficult. Nevertheless, the issuer provided a breakdown of its estimated reclamation costs for its closed mines and its open mines, and provided the basis and methodology for making these estimates. The issuer concluded its analysis by noting that it recognized changes in its estimated reclamation costs immediately for closed mines and amortized any changes in its estimated reclamation costs over the life of its open mines.

In contrast, many of the other TSX-listed issuers we reviewed included boilerplate discussion of environmental estimates in their MD&A with minimal or no analysis, or did not discuss the environmental estimates at all. For example, in its MD&A, one issuer simply stated that it is responsible for its share of environmental costs and maintains insurance for environmental risks, but that there is no guarantee that the insurance will cover all environmental claims brought against the issuer.

Comments

We are of the view that in order for a TSX-listed issuer to meet the requirements of item 1.12 of Form 51-102F1, the issuer should quantify the accounting estimate where quantitative information is reasonably available and would provide material information to investors. They should also identify and explain that the estimate was highly uncertain at the time it was made and provide a detailed discussion of the estimate, which may include a sensitivity analysis or disclosure of the upper and lower ends of the range of estimates from which the recorded estimate was selected.

We are of the view that boilerplate disclosure is insufficient because it does not specifically identify how the estimate relates to that issuer, and therefore does not provide meaningful information to investors.

Potential environmental liabilities not reflected in financial statements

Findings

Many of the issuers we reviewed only discussed potential environmental liabilities in their MD&A if they had included these potential liabilities in their financial statements.

Eight issuers mentioned environmental contingencies and commitments in the notes to their financial statements. These included chemical spills, litigation resulting from a variety of environmental matters, arbitration in foreign jurisdictions concerning licences and permits, and soil remediation. However, only six of these issuers discussed these environmental contingencies and commitments in their MD&A.

Comments

Some issuers may have potential liabilities that are not reflected in the financial statements because their long-term or contingent nature can make them particularly difficult to quantify.

Some issuers may have several contingent environmental liabilities that have not been recognized because they are not individually material, but it is possible that together they may indicate an underlying risk or trend that could be material to the issuer in the long-term.

We are of the view that a discussion of material contingent environmental liabilities should be included in an issuer's MD&A and/or AIF whether or not the liability has been accrued in the financial statements or has been disclosed in the notes to the financial statements.

B. Asset retirement obligations

In accordance with Section 3110 -- Asset Retirement Obligations of the Handbook, issuers are required to include certain disclosure about asset retirement obligations (AROs) in their financial statements, if applicable.

Item 1.2 of Form 51-102F1 requires an analysis of an issuer's financial condition, results of operations and cash flows, which includes a discussion of commitments, events or uncertainties that are reasonably likely to have an effect on the issuer's business. In addition, item 1.6 of Form 51-102F1, and the corresponding instructions for item 1.6 included in Form 51-102F1, require TSX-listed issuers to provide a summary, in a table, of contractual obligations for the issuer's balance sheet conditions or income or cash flow, including payments due for each of the next five years and thereafter. Among other things, TSX-listed issuers must list other long-term obligations, which may include AROs.

Findings

Thirteen issuers, including two venture issuers, included AROs in their financial statements. Seven of these issuers also included AROs in the summary contractual obligations table in their MD&A.

Five issuers discussed the AROs in both their MD&A and their AIF, seven issuers discussed the AROs only in their MD&A and one issuer did not discuss the AROs in their MD&A or AIF.

Disclosure of AROs varied among issuers. For example, some issuers recognized, measured and disclosed liabilities for AROs associated with the retirement of long-lived assets in accordance with GAAP, but did not include a discussion of these liabilities in their MD&A and/or AIF.

Other issuers provided more useful information regarding AROs to investors. For example, one issuer accrued environmental remediation costs relating to certain mines in its annual financial statements in accordance with GAAP. The issuer also included a comprehensive discussion of these costs in its MD&A and AIF, separating the costs into categories such as the costs of compliance with environmental legislation and the costs associated with the disposal of hazardous materials, and also divided the costs among open mines, closed mines and development projects. The issuer then identified the current and future impact of the costs on financial results and noted that it would record a loss accrual if a contingent loss arose due to the improper use of an asset and the loss was probable and could be reasonably estimated.

Comments

A liability for an ARO should be recognized in the period when a reasonable estimate of fair value can be made. Once this estimate can be made, GAAP requires that the estimate be included in the issuer's financial statements.

We are of the view that if an ARO is material to an issuer, in addition to providing the required financial statement disclosure, the issuer should strive to enhance a reader's understanding by providing supplemental disclosure in its MD&A. Specifically, issuers should include in their MD&A a comprehensive discussion of material commitments, events or uncertainties, including AROs, that are reasonably likely to have an effect on the issuer's business.

Issuers should also evaluate whether AROs are material long-term obligations. If so, we are of the view that TSX-listed issuers should include these AROs in the summary contractual obligations table in their MD&A as required under item 1.6 of Form 51-102F1.

C. Financial and operational effects of environmental protection requirements

Item 5.1(1)(k) of Form 51-102F2 requires issuers to disclose the financial and operational effects of environmental protection requirements on the issuer's capital expenditures, earnings and competitive position in the current financial year and the expected effect in future years.

Findings

Twenty-two of the issuers we reviewed were required to file an AIF. Fourteen of these issuers included disclosure about environmental protection requirements in their AIF. Eight issuers did not include any disclosure in their AIF about environmental protection requirements.

Most of the issuers that included disclosure in their AIF about environmental protection requirements provided only a qualitative discussion of environmental protection requirements. They did not quantify the costs or the impact or potential impact on financial and operational results. This qualitative disclosure was typically discussed in the context of a risk factor.

In addition, many of these issuers provided only a limited discussion of these requirements, again with no quantification on the results of the issuer's operations. For example, one issuer simply stated that future environmental changes could affect any aspect of its activities.

Some issuers did include a detailed discussion of the financial and operational effects of environmental protection requirements on their capital expenditures, earnings and competitive position in the current financial year and the expected effect in future years. For example, one issuer stated that it designs and operates in compliance with all applicable environmental requirements relating to the protection of the environment. The issuer also stated that it cannot predict the changes that could be made to environmental requirements in the future. The issuer concluded its discussion by stating that its capital and operating costs for environmental controls would likely increase in the future, but these increases were not expected to have a material effect on the earnings or competitive position of the issuer.

Comments

We are of the view that in order to meet the requirements of item 5.1(1)(k) of Form 51-102F2, the AIF should, where reasonably available, include a quantification of the costs associated with environmental protection requirements, and the impact or potential impact of these costs on financial and operational results. Boilerplate disclosure is insufficient to properly meet these requirements.

D. Environmental policies fundamental to operations

If an issuer has implemented environmental policies that are fundamental to its operations (such as policies on the issuer's relationship with the environment), item 5.1(4) of Form 51-102F2 requires the issuer to describe these policies and the steps it has taken to implement them.

Findings

Disclosure of environmental policies varied significantly in the AIFs that we reviewed. Some issuers provided meaningful information to investors. For example, one issuer discussed its various programs to prevent and control spills and protect water quality, reuse and conserve water, and mitigate the dust produced by its operations for each of its properties. The issuer also addressed how harmful materials generated by its operations are removed and destroyed, and described its policy of performing regular environmental audits on all of its properties.

A number of issuers did not provide a meaningful discussion of their environmental policies and the actions they have taken to implement these policies, or they only provided generic boilerplate discussion of their environmental policies.

Comments

We are of the view that when discussing environmental policies fundamental to their operations, issuers should evaluate and describe the impact or potential impact these policies may have on their operations. This discussion may include a quantification of the costs associated with these environmental policies, where quantitative information is reasonably available and would provide meaningful information to investors. Boilerplate disclosure is insufficient to properly meet these requirements.

E. Environmental risks

Item 5.2 of Form 51-102F2 requires an issuer to disclose risk factors relating to the issuer and its business. This includes environmental risks and any other matter that would be most likely to influence an investor's decision to buy the issuer's securities. The AIF should provide insight into what the issuer believes are the risks relating to the issuer and its business so that investors can assess the effect of these risks on the issuer's operations and/or financial performance.

Findings

Eighteen of the 22 issuers we reviewed that were required to file an AIF, provided disclosure about environmental risks. Four of the 22 issuers did not address environmental risks as a risk factor, despite being in an industry where environmental risks appear to be relevant.

Disclosure about environmental risks varied among issuers. For example, one issuer provided a detailed discussion of the foreign environmental laws and regulations that apply to it and quantified the costs of compliance with these laws and regulations in both the short- and long-term. The issuer also discussed how significant changes to these laws or regulations could materially impact its expenditures, which in turn could affect its business, financial results and financial condition.

In contrast, other issuers used boilerplate language, simply disclosing that they are subject to environmental laws and regulations, and that they have established general provisions for expenses associated with environmental obligations. There was no quantification of these expenses. For example, one issuer stated that it was subject to the risk of penalties if it did not comply with applicable environmental laws and indicated that there was no assurance that it could comply with these laws.

Comments

An issuer should assess whether, due to the nature of its operations, it should address environmental risks in its CD documents. If so, those risks should be disclosed in the issuer's AIF, if required to be filed. If the issuer is not required to file an AIF, those risks should be disclosed in the issuer's MD&A.

We are of the view that if any risks relating to environmental laws are material to an issuer's operations, whether national or international, the issuer should include a detailed discussion of these laws. This discussion should provide meaningful information to investors. For example, it may include whether or not the issuer is in compliance with these laws and any costs of compliance. Boilerplate disclosure is insufficient to properly meet these requirements.

CONCLUSION

General

Existing CD obligations require issuers to disclose material information, including material information about environmental matters. Issuers should consider the guidance in this notice when preparing their financial statements, MD&A and AIFs to ensure that the disclosure of environmental matters complies with securities legislation and provides investors with meaningful information for making investment decisions.

Website disclosure

All of the issuers we reviewed disclosed environmental information on their website that was consistent with their CD documents. We remind issuers that disclosure of material environmental matters should be set out in their CD documents filed with the securities regulatory authorities as required by GAAP and applicable securities legislation, and that it is insufficient to discuss environmental matters required by securities legislation solely on their website.

Certification and audit committee responsibilities

Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings requires that certifying officers certify, among other things, that an issuer's financial statements, together with the other financial information included in the issuer's MD&A and AIF, if applicable, fairly present, in all material respects, the issuer's financial condition. We are of the view that meaningful discussion of material environmental matters, where applicable, in an issuer's MD&A and AIF is important to achieve fair presentation of the issuer's financial condition in all material respects.

In addition, under Multilateral Instrument 52-110 Audit Committees, an audit committee is required to review an issuer's financial statements and MD&A before the issuer publicly discloses this information. The audit committee must also be satisfied that adequate procedures are in place for the review of the issuer's public disclosure of financial information extracted or derived from the issuer's financial statements, and must periodically assess the adequacy of these procedures. We are of the view that the audit committee's oversight of financial reporting related to material environmental matters, where applicable, in CD documents is an important aspect of meeting these responsibilities.

We will continue to monitor disclosure of environmental matters as part of our ongoing CD reviews.

QUESTIONS OR COMMENTS

We encourage issuers or their representatives to contact us with any questions or comments on these matters.

February 27, 2008

{1} The commentary regarding disclosure obligations of TSX-listed issuers applies to all issuers that do not qualify as venture issuers. A "venture issuer" is defined in NI 51-102 as a reporting issuer that, as at the applicable time, did not have any of its securities listed or quoted on any of the Toronto Stock Exchange, a U.S. marketplace, or a marketplace outside of Canada and the United States of America other than the Alternative Investment Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group plc.

Notice of Commission Approval -- Material Amendments to CDS Rules Relating to ACCESS Service

CDS CLEARING AND DEPOSITORY SERVICES INC.

MATERIAL AMENDMENTS TO CDS RULES

ACCESS SERVICE

NOTICE OF COMMISSION APPROVAL

In accordance with the Rule Protocol between the Ontario Securities Commission ("Commission") and CDS Clearing and Depository Services Inc. ("CDS^®"), the Commission approved on February 22, 2008 amendments filed by CDS to its Participant Rules relating to the American and Canadian Connection for Efficient Securities Settlement Service ("ACCESS"). The amendments will be effective on March 3, 2008.

Summary of Material Rule

ACCESS was one of the cross-border services and facilitated the clearing and settlement of cross-border transactions. It utilized an omnibus account model whereby CDS acted as the counterparty to transactions with The Depository Trust Company and National Securities Clearing Corporation ("NSCC") with no look through to the CDS participants -- that is, the identities of CDS participants were not transparent to the US counterparties.

On June 22, 2005, the CDS Board of Directors approved the proposal to terminate ACCESS. This decision to terminate ACCESS was made pursuant to an internal assessment of CDS's cross-border services. It was determined that ACCESS had several shortcomings: (1) it did not meet current CDSX^® risk model standards, (2) it suffered from a decline in both volume and revenue, (3) it was heavily reliant on manual processes, (4) it lacked full functionality to meet participant's needs, (5) it could not adequately address risk spillover between domestic and cross-border clearing and settlement procedures, and (6) entities in the United States (the National Association of Securities Dealers and the Securities and Exchange Commission) presented concerns relating to both the "affirmative determination" rule (http://www.finra.org/RulesRegulation/RuleFilings/2001RuleFilings/ P001171) and Regulation SHO (http://www.sec.gov/rules/final/34-50103.pdf).

Participants that were using ACCESS to clear trades had to convert their activities to the New York Link ("NYL") or make arrangements with a third party CDS Participant (that would use the NYL) to clear and settle their transactions. The transition period for this conversion commenced with the Board's decision to terminate in June 2005 and ended in January 2006 -- a 7 month period. The transition exercise finished ahead of schedule. Furthermore, all outstanding trades were allocated or closed out and bank accounts related to the service were reconciled to zero balances as at March 31, 2006, ahead of expected timing.

Subsequently, the Board was presented with the redaction of ACCESS Rule references at its meeting on June 28, 2006. The Board approved the proposed Rule amendments at this meeting. In accordance with CDS Participant Rule 1.5, CDS distributed the proposed Rule amendments to its participants for a 30 day comment period on June 29, 2006. CDS did not receive any comments.

One of CDS's participants sent a letter dated July 8, 2005 to the TSX Venture Exchange ("TSX-V") and copied CDS and several Canadian securities commissions concerning the ACCESS termination. The purpose of the letter was to request that the TSX-V involve its Western participants in regards to providing consent to CDS for the termination of ACCESS. The letter also questioned the impact on participants, their clients and liquidity of the TSX-V. CDS received the consent of the TSX-V in September 2005 subject to the conditions that all ACCESS participants having made alternative arrangements for settling their US-based transactions, that the participants ceased inputting trades into ACCESS, and that they no longer required settlement through ACCESS. These conditions were met ahead of schedule with all ACCESS participants being migrated to the NYL or to another clearing participant by January 26, 2006.

The amendments reflect the discontinuation of ACCESS by the removal of all references to the same.

Waiver

Pursuant to section 7(a) of the Rule Protocol Regarding the Review and Approval of CDS Rules by the OSC ("Rule Protocol") of the OSC Recognition and Designation Order, as amended November 1, 2006, CDS has received a waiver from section 4 of the Rule Protocol requiring that a Request for Comments Notice be published. ACCESS has been discontinued and participants transitioned from the service.

Al-tar Energy Corp. 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

AL-TAR ENERGY CORP., ALBERTA ENERGY CORP.,

DRAGO GOLD CORP., DAVID C. CAMPBELL,

ABEL DA SILVA, ERIC F. O'BRIEN AND

JULIAN M. SYLVESTER

NOTICE OF HEARING

(Sections 127 and 127.1)

TAKE NOTICE THAT the Ontario Securities Commission (the "Commission") will hold a hearing pursuant to section 127 of the Ontario Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act") at the offices of the Commission at 20 Queen Street West, 17th Floor Hearing Room on Wednesday, March 19th, 2008 at 10 a.m., or as soon thereafter as the hearing can be held, to consider:

(i) whether, in the opinion of the Commission, it is in the public interest, pursuant to s. 127(5) of the Act to issue a temporary order that: (a) the respondents, Drago Gold Corp. ("Drago Gold"), David C. Campbell ("Campbell"), Abel Da Silva ("Da Silva") and their employees, agents and/or salesperson shall cease trading in the shares of Al-tar Energy Corp. ("Al-tar"), Alberta Energy Corp. ("Alberta Energy") and Drago Gold; and (b) the respondents shall cease trading in any securities;

(ii) whether, in the opinion of the Commission, it is in the public interest, pursuant to ss. 127 and 127.1 of the Act to order that:

(a) trading in any securities by the respondents cease permanently or for such period as is specified by the Commission;

(b) the acquisition of any securities by the respondents is prohibited permanently or for such other period as is specified by the Commission;

(c) any exemptions contained in Ontario securities law do not apply to the respondents permanently or for such period as is specified by the Commission;

(d) the respondents disgorge to the Commission any amounts obtained as a result of non-compliance by that respondent with Ontario securities law;

(e) the respondents be reprimanded;

(f) the individual respondents resign one or more positions that they hold as a director or officer of any issuer;

(g) the individual respondents be prohibited from becoming or acting as a director or officer of any issuer;

(h) the respondents pay an administrative penalty of not more than $1 million for each failure by that respondent to comply with Ontario securities law;

(i) the respondents be ordered to pay the costs of the Commission investigation and the hearing;

(j) such other orders as the Commission may deem appropriate; and

(iii) whether, in the opinion of the Commission, an order should be made pursuant to section 37 of the Act that the respondents cease permanently to telephone from within Ontario to any residence within or outside Ontario for the purpose of trading in any security or any class of securities; and

(iv) whether to make such further orders as the Commission considers appropriate.

BY REASON OF the allegations as set out in the Statement of Allegations dated February 14, 2008 and such further additional allegations as counsel may advise and the Commission may permit;

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

AND TAKE FURTHER NOTICE that upon failure of any party to attend at the time and place aforesaid, the hearing may proceed in the absence of that party and such party is not entitled to any further notice of the proceedings.

DATED at Toronto this "14th" day of February, 2008

"John Stevenson"

Secretary to the Commission

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

AL-TAR ENERGY CORP., ALBERTA ENERGY CORP.,

DRAGO GOLD CORP., DAVID C. CAMPBELL,

ABEL DA SILVA, ERIC F. O'BRIEN, AND

JULIAN M. SYLVESTER

STATEMENT OF ALLEGATIONS

OF STAFF OF THE ONTARIO SECURITIES COMMISSION

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

THE PARTIES

1. Al-tar Energy Corp. ("Al-tar") is an Ontario corporation incorporated on April 21, 2006. Al-tar is not registered in any capacity with the Commission.

2. Alberta Energy Corp. ("Alberta Energy") is an Ontario corporation incorporated on November 7, 2006. Alberta Energy is not registered in any capacity with the Commission.

3. Drago Gold Corp. ("Drago Gold") is an Ontario corporation incorporated on May 17, 2007. Drago Gold is not registered in any capacity with the Commission.

4. Eric F. O'Brien ("O'Brien") is the sole director of Al-tar. O'Brien is not registered in any capacity with the Commission.

5. Julian M. Sylvester ("Sylvester") is the sole director of Alberta Energy and the sole director of Drago Gold. Sylvester is not registered in any capacity with the Commission.

6. Abel Da Silva ("Abel Da Silva") was employed by and/or acted as an agent for Al-tar and acted as a salesperson for Al-tar shares. Abel Da Silva is not registered in any capacity with the Commission.

7. Abel Da Silva was previously sanctioned by the Commission on May 10, 2006 when the Commission determined, inter alia, that Abel Da Silva be ordered to cease trading in securities for a period of seven years with certain exceptions.

8. David C. Campbell ("Campbell") was employed by and/or acted as agent for Al-tar, Alberta Energy and Drago Gold, and acted as a salesperson for the shares of Al-tar and Alberta Energy. When acting as a salesperson, Campbell used the name Mark Brown. Campbell is not registered in any capacity with the Commission.

9. On April 13, 2006, in other proceedings before the Commission, the Commission ordered that Campbell temporarily cease trading in all securities (the "Temporary Order"). The Temporary Order was subsequently extended by the Commission and, on October 30, 2006, the Commission extended the Temporary Order against Campbell to the conclusion of the Hearing in that matter. The Hearing is not concluded.

SALE OF SHARES TO THE PUBLIC

Al-TAR

10. Staff of the Ontario Securities Commission ("Staff") allege that throughout 2006 and 2007, Al-tar and the individual respondents sold shares of Al-tar to residents of Ontario and to residents of other jurisdictions.

11. During this period of time, Al-tar shares were sold to at least 106 investors raising in excess of $500,000.

12. The respondents contacted Al-Tar investors by telephone, sometimes using various aliases. The respondents advised investors that O'Brien was the President and C.E.O. of Al-tar, and that shares could be purchased for prices ranging from $1.00 to $3.00 per share. At least eight investors were contacted by an Al-tar salesperson named Mark Brown.

13. After agreeing to invest, investors received a subscription agreement setting out the quantity, unit price and total amount of investment. Cheques were made payable to Al-tar and sent by Purolator to a post office box located at 530 Adelaide Street West, Toronto, Ontario.

14. Investors received a share certificate signed by O'Brien for common shares in Al-tar.

ALBERTA ENERGY

15. In 2007, two investors, resident in the United Kingdom, were solicited by telephone to invest in Alberta Energy. These investors were offered shares in Alberta Energy at $1.50 per share and were provided with an Executive Summary for Alberta Energy that offered shares for sale at $3.00 per share.

16. Approximately $33,000 was invested by these two investors in Alberta Energy. These investors' funds were deposited directly into Alberta Energy's bank account in Ontario.

DRAGO GOLD

17. In 2007, three investors from Saskatchewan and British Columbia were solicited by telephone to invest in Drago Gold. These investors were offered shares in Drago Gold at $1.50 per share.

18. After agreeing to invest, investors received a subscription agreement setting out the quantity, unit price and total amount of investment. Cheques were made payable to Drago Gold and sent by Purolator to a virtual office located at 1801-1 Yonge Street, Toronto, Ontario.

19. Approximately $9,000 was invested in Drago Gold. These investors' funds were deposited directly into Drago Gold's bank account in Ontario.

20. In May 2007, Campbell contracted to pay for virtual office services at 1801-1 Yonge St., Toronto, Ontario as President of Drago Gold.

21. The respondents sold shares of Al-tar, Alberta Energy and Drago Gold to Ontario residents and residents of other jurisdictions, in circumstances where there were no exemptions available to them under the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act").

22. The sales of Al-tar, Alberta Energy and Drago Gold shares were trades in securities not previously issued and were therefore distributions.

23. Abel Da Silva's trading in shares of Al-tar was a breach of the cease trade order issued by the Commission against him on May 10, 2006.

24. Campbell's trading in shares of Al-tar, Alberta Energy and Drago Gold shares was a breach of the temporary cease trade order issued by the Commission against him on May 10, 2006, in a separate proceeding, and extended until the conclusion of that other proceeding.

25. Al-tar, Alberta Energy and Drago Gold have never filed a preliminary prospectus or a prospectus with the Commission, and no prospectus receipt has ever been issued to qualify the sale of those shares.

26. The respondents made:

(i) undertakings to potential investors regarding the future value or price of Al-tar, Alberta Energy and Drago Gold shares; and,

(ii) representations to potential investors regarding Al-tar, Alberta Energy and Drago Gold shares being listed on a stock exchange,

with the intention of effecting trades in those shares.

FRAUDULENT CONDUCT

27. During the sale of the shares of Al-tar, Alberta Energy and Drago Gold, the respondents adopted a high pressure sales approach that included making representations and providing information to potential investors that was false, inaccurate and misleading, including:

(a) that Al-tar had entered into a letter of intent to buy a royalty stake in the Alberta Oil Sands Pipeline Limited;

(b) that Alberta Energy had entered into a letter of intent to buy a royalty stake in the Alberta Oil Sands Pipeline Limited;

(c) that Al-tar had completed a 10 million share private placement at $1.50 per share;

(d) providing at least two Al-tar press releases dated July and August 2006 respectively containing identical text to two press releases for a company called Birch Mountain Resources dated September 2002 and September 2003 respectively; and

(e) Drago Gold had signed a joint venture in February, 2007 with a mining firm in Australia acquiring the development rights to the Arkaroola Copper-Gold-Uranium Project in South Australia.

28. These representations were made to induce potential investors to purchase Al-tar, Alberta Energy and Drago Gold common shares.

29. Staff allege that Al-tar, Alberta Energy and Drago Gold are not carrying on any legitimate business operations and that their only significant source of funds are funds obtained from investors as a result of fraudulent conduct.

30. The respondents engaged in a course of conduct relating to securities that they knew or reasonably ought to have known would result in a fraud on potential investors.

CONDUCT CONTRARY TO THE PUBLIC INTEREST

31. At the time of the trades described above, the respondents were not registered to trade in securities pursuant to Ontario securities law. The respondents traded in securities and acted as securities salespersons and/or advisors contrary to section 25 of the Act, and acted contrary to the public interest.

32. The respondents have made misleading representations and undertakings to investors regarding the future listing and future value of Al-tar, Alberta Energy and Drago Gold shares with the intention of effecting sales of those shares contrary to section 38 of the Act, and contrary to the public interest.

33. No preliminary prospectus and no prospectus has been filed and no prospectus receipt has been issued by the Commission to qualify the sale of Al-tar, Alberta Energy and Drago Gold shares contrary to section 53 of the Act, and contrary to the public interest.

34. The respondents have engaged in a course of conduct in relation to the securities of Al-tar, Alberta Energy and Drago Gold that they knew or reasonably ought to have known would perpetrate a fraud on potential investors in Ontario and in other jurisdictions contrary to section 126.1 of the Act, and contrary to the public interest.

35. As officers and directors of Al-tar, Alberta Energy and Drago Gold, O'Brien and Sylvester have authorized, permitted or acquiesced in the breaches of sections 25, 38, 53 and 126.1 of the Act by Al-tar, Alberta Energy and Drago Gold contrary to section 129.2 of the Act, and in so doing have engaged in conduct contrary to the public interest.

36. The respondents benefited financially from their conduct related to Al-tar, Alberta Energy and Drago Gold contrary to Ontario securities law.

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

DATED at Toronto, February 14, 2008

Canadian Securities Regulators Propose Improvements to Executive Compensation Disclosure

FOR IMMEDIATE RELEASE

February 22, 2008

CANADIAN SECURITIES REGULATORS

PROPOSE IMPROVEMENTS TO

EXECUTIVE COMPENSATION DISCLOSURE

Toronto -- The Canadian Securities Administrators (CSA) announced today they are seeking further comment on the proposed repeal and substitution of Form 51-102F6 Statement of Executive Compensation.

The CSA has revised the Form to reflect the significant feedback, particularly in the areas of equity awards and pensions, received from the first publication of the proposals in March 2007. The proposed Form is designed to improve the manner in which executive compensation is disclosed. Companies will be required to disclose all compensation awarded to certain executive officers and directors in a new tabular format, along with narrative discussion and explanation.

"Executive compensation practices are constantly evolving, and have become quite complex," said Jean St-Gelais, Chair of the CSA and President & Chief Executive Officer of the Autorité des marchés financiers (Québec). "Improving disclosure will allow investors to assess how compensation decisions are made, and provide insight into a key aspect of a company's overall stewardship and governance."

Proposed Form 51-102 F6 Statement of Executive Compensation, the related CSA Notice and Request for Comments, and certain consequential amendments are available on various CSA members' websites. The comment period is open until April 22, 2008.

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

For more information:

OSC Releases Key Findings of Environmental Reporting Review

FOR IMMEDIATE RELEASE

February 27, 2008

OSC RELEASES KEY FINDINGS OF

ENVIRONMENTAL REPORTING REVIEW

TORONTO - The Ontario Securities Commission (OSC) today published OSC Staff Notice 51-716 Environmental Reporting following a targeted review of compliance with environmental reporting requirements by reporting issuers.

"Over the past several years, we have increasingly focused on the adequacy of disclosure of environmental matters in continuous disclosure documents," said Corporate Finance Director Margo Paul. "It is important that the information is meaningful so that investors can make informed investment decisions."

The Notice summarizes key findings following a review of 35 Ontario-based reporting issuers.

Overall, staff identified several areas of deficient disclosure. In particular, staff have identified environmental liabilities and risks as areas of concern.

The Notice provides guidance that reporting issuers should consider when discussing environmental matters in their continuous disclosure documents to ensure their disclosure is in compliance with securities legislation. Staff will continue to monitor the disclosure of environmental matters as part of ongoing continuous disclosure reviews.

OSC Staff Notice 51-716 Environmental Reporting is available in the Rules, Policies & Notices section of the OSC website www.osc.gov.on.ca.

Learn How to Avoid Investment Scams During Fraud Prevention Month

FOR IMMEDIATE RELEASE

February 28, 2008

LEARN HOW TO AVOID INVESTMENT SCAMS

DURING FRAUD PREVENTION MONTH

Calgary, AB -- To kick-off Fraud Prevention Month in March, the Canadian Securities Administrators (CSA) is encouraging investors to protect themselves from investment fraud by asking the right questions before they invest.

"A recent CSA survey indicated that two in five Canadians have been approached with what they believe to be an investment fraud in the past three years,"says Jean St-Gelais, Chair of the CSA and President & Chief Executive Officer of the Autorité des marchés financiers (Québec). "We believe that investor education is the best defence on how to recognize and avoid potentially fraudulent investments."

To avoid fraud or making an unsuitable investment, the CSA suggests everyone should ask these questions before making an investing decision:

• Do you know who you're dealing with?

• Do you know what you're investing in?

• Do you know your investment goals?

• Do you know the red flags that could signal a fraud?

• Do you know who to call for help?

Canadians are encouraged to visit the CSA website at www.csa-acvm.ca, to learn more about these topics and how they can avoid investment fraud. Visitors to the site can check out the Investor Information section and download recently updated investor resources and brochures on topics such as avoiding frauds and scams and the basics of investing. The site also provides links to a wealth of other important investing information available by contacting local provincial and territorial securities regulators.

The CSA is also joining forces with the Fraud Prevention Forum in promoting March 2008 as Fraud Prevention Month. As a Fraud Prevention Forum partner, the CSA joins more than 90 private sector firms, consumer and volunteer groups, and government and law enforcement agencies that are committed to educating the public and fighting fraud targeted at consumers and businesses. Throughout the month of March, these organizations will be involved in a number of national, regional and local activities supporting fraud prevention.

The CSA is the council of the securities regulators of Canada's provinces and territories whose objectives are to improve, coordinate and harmonize regulation of the Canadian capital markets.

Media relations contacts:

Andrew Stuart Netherwood Rankin

FOR IMMEDIATE RELEASE

February 21, 2008

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

ANDREW STUART NETHERWOOD RANKIN

TORONTO -- Following a hearing held today, the Commission issued an Order approving the Settlement Agreement reached between Staff of the Commission and Andrew S. N. Rankin.

A copy of the Order dated February 21, 2008 and Settlement Agreement dated February 19, 2008 are available at www.osc.gov.on.ca.

Al-tar Energy Corp. et al.

FOR IMMEDIATE RELEASE

February 22, 2008

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

AL-TAR ENERGY CORP., ALBERTA ENERGY CORP.,

DRAGO GOLD CORP., DAVID C. CAMPBELL,

ABEL DA SILVA, ERIC F. O'BRIEN AND

JULIAN M. SYLVESTER

TORONTO -- The Office of the Secretary issued a Notice of Hearing setting the matter down to be heard on March 19, 2008, at 10:00 a.m. or as soon thereafter as the hearing can be held in the above named matter.

A copy of the Notice of Hearing dated February 14, 2008 and Statement of Allegations of Staff of the Ontario Securities Commission dated February 14, 2008 are available at www.osc.gov.on.ca.

Juniper Fund Management Corporation et al.

FOR IMMEDIATE RELEASE

February 25, 2008

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

THE JUNIPER FUND MANAGEMENT CORPORATION,

JUNIPER INCOME FUND,

JUNIPER EQUITY GROWTH FUND AND

ROY BROWN (a.k.a. ROY BROWN-RODRIGUES)

TORONTO -- On February 22, 2008, the Commission made an Order pursuant to Section 144 of the Act in the above named matter which provides that the Temporary Order is revoked to permit the Receiver to complete a distribution of redemption proceeds to JEGF unitholders and JIF unitholders, in accordance with the Distribution Approval Order.

A copy of the Order dated February 22, 2008 is available at www.osc.gov.on.ca.

MRS Sciences Inc. (Formerly Morningside Capital Corp.) et al. - s. 127(1)

IMMEDIATE RELEASE

February 26, 2008

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

MRS SCIENCES INC.

(FORMERLY MORNINGSIDE CAPITAL CORP.),

AMERICO DEROSA, RONALD SHERMAN,

EDWARD EMMONS AND IVAN CAVRIC

TORONTO -- Following a hearing held today, the Commission issued an Order which provides that the matter is adjourned to March 25, 2008 at 9:30 a.m.

A copy of the Order dated February 26, 2008 is available at www.osc.gov.on.ca.

Sulja Bros. Building Supplies, Ltd. (Nevada) et al.

FOR IMMEDIATE RELEASE

February 26, 2008

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

SULJA BROS. BUILDING SUPPLIES, LTD. (NEVADA),

SULJA BROS. BUILDING SUPPLIES LTD.,

KORE INTERNATIONAL MANAGEMENT INC.,

PETAR VUCICEVICH AND ANDREW DeVRIES

TORONTO -- The Commission issued an Order today in the above noted matter granting leave for the withdrawal of WeirFoulds LLP as counsel of record to the respondents Kore International Management Inc. and Petar Vucicevich.

A copy of the Order dated February 26, 2008 is available at www.osc.gov.on.ca.

Chapter 2 -- Decisions, Orders and Rulings

HSBC Investment Funds and HSBC Mortgage Fund - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- National Instrument 81-102 Mutual Funds Section 19.1 -- Relief from certain self-dealing restrictions in Section 4.2 of NI 81-102 - A mutual fund seeks relief from Section 4.2 of NI 81-102 to enable it to purchase mortgages from parties related to the fund manager -- The purchase or sale is consistent with, or is necessary to meet, the investment objectives of the mutual fund and is in the best interests of the fund's investors; the IRC of the mutual fund has approved the transaction, or the fund manager follows any standing instructions that the IRC provides in connection with the transaction.

Applicable Legislative Provisions

National Instrument 81-102 Mutual Funds, ss. 4.2 19.1.

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,

MANITOBA, ONTARIO, QUEBEC, NEW BRUNSWICK,

NOVA SCOTIA, AND NEWFOUNDLAND

AND LABRADOR

(the Jurisdictions)

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

HSBC INVESTMENT FUNDS (CANADA) INC. (the Filer)

AND

IN THE MATTER OF

HSBC MORTGAGE FUND (the Fund)

MRRS DECISION DOCUMENT

Background

The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application from the Filer on behalf of the Fund for a decision under section 19.1 of National Instrument 81-102 Mutual Funds (NI 81-102) for relief from section 4.2 of NI 81-102 to permit the Fund to purchase mortgages from and sell mortgages to HSBC Bank Canada, HSBC Mortgage Corporation (Canada) and other affiliates of the Filer (the "HSBC Affiliates") (the Requested Relief);

Under the Mutual Reliance Review System for Exemptive Relief Applications:

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

(b) this MRRS decision document evidences the decision of each Decision Maker.

Interpretation

Defined terms contained in National Instrument 14-101 Definitions have the same meaning in this decision unless they are defined in this decision.

Representations

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

1. The Filer is a corporation organized under the laws of Canada, with a head office located in British Columbia.

2. The Filer is a wholly-owned subsidiary of HSBC Investments (Canada) Limited (the Portfolio Manager). The Portfolio Manager is a wholly-owned subsidiary of HSBC Bank Canada.

3. The Filer is registered under applicable securities legislation in each province of Canada, other than Prince Edward Island, as a dealer in the category of mutual fund dealer (or equivalent) and is a member of the Mutual Fund Dealers Association of Canada.

4. The Filer is the manager, trustee and promoter of the Fund.

5. The Fund is an open-ended mutual fund established under a declaration of trust governed by the laws of British Columbia. Units of the Fund are qualified for sale in each of the Jurisdictions under a simplified prospectus and annual information form filed in and accepted by each of the Jurisdictions.

6. The Filer has appointed an independent review committee (IRC) in accordance with the requirements under National Instrument 81-107 Independent Review Committee for Investment Funds (NI 81-107) for the Fund.

7. The Portfolio Manager is registered under applicable securities legislation in each province of Canada, other than Prince Edward Island, as an adviser in the category of portfolio manager and investment counsel (or equivalent).

8. The Portfolio Manager is the principal investment advisor of the Fund.

9. The Fund's investment objective is to earn as high a level of income as possible while protecting invested capital by investing primarily in Canadian dollar denominated residential first mortgages on property in Canada and other debt obligations.

10. The Fund purchases mortgages from the HSBC Affiliates.

11. HSBC Bank Canada has agreed to repurchase any mortgage purchased by the Fund from it or HSBC Mortgage Corporation (Canada) if the mortgage is in default in respect of the payment of principal and interest beyond 90 days of the due date, or if the mortgage fails to meet the criteria for a mortgage in which the Fund may invest established by National Policy Statement No. 29 or by the Fund's internal statement of policies.

12. In addition, the Fund has agreed not to sell any mortgage purchased from HSBC Bank Canada or HSBC Mortgage Corporation (Canada) to any other person without giving HSBC Bank Canada the first right to purchase the mortgage within 30 days of receipt of written notice from the Fund of its intention to sell.

13. HSBC Bank Canada has agreed to administer the mortgages which are acquired by the Fund from it or HSBC Mortgage Corporation (Canada).

14. The Fund will purchase a mortgage from or sell a mortgage to an HSBC Affiliate only if:

(a) the transaction is made in accordance with clause 2.4(c) of Section III of National Policy Statement No. 29 such that

(i) the purchase or sale is made at the principal amount which will produce a yield to the Fund of not more than a quarter of one percent less than the interest rate at which the HSBC Affiliate is making commitments, at the time of purchase, to loan on the security of comparable mortgages, and

(ii) in the case of a purchase of a mortgage,

A. the HSBC Affiliate that sells it to the Fund enters into an agreement (the Repurchase Agreement) with the Fund whereby the HSBC Affiliate that sells the mortgage is obligated to repurchase it if the mortgage goes into default for more than 90 days and in circumstances benefiting the Fund, and

B. the Filer considers that the Repurchase Agreement is sufficient to justify the difference in yield referred to in subparagraph (ii) above;

(b) HSBC Bank Canada guarantees the performance of the other HSBC Affiliate under the Repurchase Agreement referred to in paragraph (a)(ii)A. above;

(c) the Filer causes the Fund to comply with the disclosure provisions of Section IV of National Policy Statement No. 29; and

(d) the Filer causes the Fund to include disclosure in its prospectus that the Fund will engage in principal transactions in mortgages with the HSBC Affiliates.

15. In the event that the total amount required to effect redemptions of units of the Fund as at the close of business on any valuation day exceeds the liquid assets then held by the Fund, HSBC Bank Canada has agreed that, upon receipt of written notice from the Fund, it will

(a) purchase or find a purchaser for such value of mortgages held by the Fund as may be necessary to provide the Fund with the amount required. The sale of mortgages in such circumstances will be carried out in accordance with the representations provided in paragraph 14 above; or

(b) in lieu of purchasing or finding a purchaser for mortgages, lend, on a temporary basis only, such sums to the Fund as may be necessary to effect such redemptions but not exceeding in the aggregate 5% of the net asset value of the Fund. HSBC Bank Canada is entitled to receive from the Fund, in respect of such loans, interest at a rate at least as favourable to the Fund as the rates then generally charged by HSBC Bank Canada on comparable loans to other persons who are not affiliated with HSBC Bank Canada.

16. The provisions of National Policy Statement No. 29 set out guidelines relating to the acquisition of mortgages by a mutual fund from lending institutions with whom such fund does not deal at arm's length and provide certain protections to the investing public.

17. The Filer will only cause the Fund to purchase a mortgage from or sell a mortgage to an HSBC Affiliate if the transaction is made in accordance with section 2.4(c) of Section III of National Policy Statement No. 29.

18. None of the HSBC Affiliates from which mortgages are purchased or to which mortgages are sold for the Fund, or any of their directors, officers or employees, participate in the formulation of investment decisions made on behalf of, or advice given to, the Fund by the Portfolio Manager. All decisions to purchase mortgages for the Fund's portfolio from the HSBC Affiliates are made based on the judgement of responsible persons uninfluenced by considerations other than the best interests of the Fund.

19. The Filer is of the view that the purchase and sale of mortgages between the Fund and the HSBC Affiliates is in the best interests of the Fund.

20. To the extent that a Fund purchases mortgages from, or sells mortgages to the HSBC Affiliates this fact is set out, and will continue to be set out, in the simplified prospectus and annual information form of the Fund.

21. National Instrument 81-106 Investment Fund Continuous Disclosure requires the Fund to include the dollar amount of commission, spread, or any other fee paid to a related party in connection with a portfolio transaction. To the extent that the Fund is purchasing mortgages from, or selling mortgages to the HSBC Affiliates these facts will be set out in the management report of fund performance of the Fund filed with the securities regulatory authorities in the applicable Jurisdictions and delivered to unitholders (if requested) on a semi-annual basis, so that the information will be provided the securities regulatory authorities in the applicable Jurisdictions and to unitholders the Fund in fulfillment of its continuous disclosure obligations.

22. Section 4.2 of NI 81-102 prohibits a mutual fund from purchasing a security from or selling a security to an associate or affiliate of the manager, portfolio adviser or trustee of the mutual fund.

23. As HSBC Bank Canada and HSBC Mortgage Corporation (Canada) are "affiliates" of the Filer, the Fund is prohibited by section 4.2 of NI 81-102 from purchasing mortgages from or selling mortgages to HSBC Bank Canada, HSBC Mortgage Corporation (Canada) or other affiliates of the Filer.

24. Section 4.3(1) of NI 81-102 provides an exemption from the prohibition in section 4.2 of NI 81-102 if, among other conditions, the price payable for the mortgages is not more than the ask price of the security as reported by any available public quotation in common use (in the case of a purchase by the Fund) or not less than the bid price of the security as reported by any available public quotation in common use (in the case of a sale by the Fund).

25. The Fund is not able to rely on section 4.3(1) of NI 81-102 because purchases of mortgages will not be made on an exchange as required by section 4.3(1) of NI 81-102.

26. NI 81-107 does not provide an exemption for principal trading of the type contemplated by the Requested Relief.

27. The IRC will consider the policies and procedures of the Filer and will provide its approval on whether the proposed transactions in mortgages achieve a fair and reasonable result for the Fund in accordance with section 5.2(2) of NI-81-107.

28. The Filers are not in default of requirements under the Legislation except for their inadvertent failure to obtain the Requested Relief for transactions prior to the date of this decision document. Despite this inadvertence, the Filers have complied with all terms and conditions, including the requirements under National Policy Statement No. 29, of prior MRRS decisions granting relief similar to the Requested Relief based on similar facts now presented in the Filers' application.

Decision

Each of the Decision Makers is satisfied that the test contained in applicable securities legislation in each Jurisdiction that provides the Decision Maker with the jurisdiction to make the decision has been met.

The decision of the Decision Makers is that the Requested Relief is granted provided that:

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

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

(c) the Filer, as manager of the Fund, complies with section 5.1 of NI 81-107;

(d) the Filer, as manager of the Fund, and the IRC of the Fund comply with section 5.4 of NI 81-107 for any standing instructions the IRC provides in connection with the transactions; and

(e) the Fund keeps the written records required by section 6.1(2)(g) of NI 81-107.

ExAlta Energy Inc. - s. 1(10)(b)

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- 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)(b).

Citation: ExAlta Energy Inc., 2008 ABASC 91

February 19, 2008

Attention: Lindsay Cox

Dear Madam:

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 to be deemed to have ceased to be a reporting issuer in the Jurisdictions.

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 less than 15 security holders in each of the jurisdictions in Canada and less 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 relief to cease to be 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 deemed to have ceased to be a reporting issuer in the Jurisdictions.

Relief requested granted on the 19th day of February, 2008.

Principal Global Investors, LLC - s. 6.1(1) of NI 31-102 National Registration Database and s. 6.1 of OSC Rule 13-502 Fees

Applicant seeking registration as an international adviser is exempted from the electronic funds transfer requirement pursuant to subsection 6.1(1) of National Instrument 31-102 National Registration Database and activity fee contemplated under section 4.1 of Ontario Securities Commission Rule 13-502 Fees is waived in respect of this discretionary relief, subject to certain conditions.

Rules Cited

National Instrument 31-102 National Registration Database (2007) 30 OSCB 5430, s. 6.1.

Ontario Securities Commission Rule 13-502 Fees (2003) 26 OSCB 867, s. 4.1, 6.1.

February 21, 2008

IN THE MATTER OF

THE SECURITIES ACT,

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

(the Act)

AND

IN THE MATTER OF

PRINCIPAL GLOBAL INVESTORS, LLC

DECISION

(Subsection 6.1(1) of National Instrument 31-102

National Registration Database and Section 6.1 of

Ontario Securities Commission Rule 13-502 Fees)

UPON the Director having received the application of Principal Global Investors, LLC (the Applicant) for an order pursuant to subsection 6.1(1) of National Instrument 31-102 National Registration Database (NI 31-102) granting the Applicant relief from the electronic funds transfer requirement contemplated under NI 31-102 and for relief from the activity fee requirement contemplated under section 4.1 of Ontario Securities Commission Rule 13-502 Fees (Rule 13-502) in respect of this discretionary relief;

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

AND UPON the Applicant having represented to the Director as follows:

1. The Applicant is a limited liability company formed under the laws of the State of Delaware carrying on business in the State of Iowa. The head office of the Applicant is located in Des Moines, Iowa, United States. The Applicant is not a reporting issuer in any province or territory of Canada. The Applicant is currently seeking registration under the Act as an International Adviser.

2. NI 31-102 requires that all registrants in Canada enrol with CDS INC. (CDS) and use the national registration database (NRD) to complete certain registration filings. As part of the enrolment process, registrants are required to open an account with a member of the Canadian Payments Association from which fees may be paid with respect to NRD by electronic pre-authorized debit (the electronic funds transfer requirement or EFT Requirement).

3. The Applicant anticipates encountering difficulties in setting up its own Canadian based bank account for purposes of fulfilling the EFT Requirement.

4. The Applicant confirms that it is not registered in another category to which the EFT Requirement applies and that Ontario is the only jurisdiction in which it is seeking registration.

5. Staff of the Canadian Securities Administrators has indicated that, with respect to applications from international dealers and international advisers (or applicants in equivalent categories of registration) for relief from the EFT Requirement, it is prepared to recommend waiving the fee normally required to accompany applications for discretionary relief (the Application Fee).

6. For Ontario registrants, the requirement for payment of the Application Fee is set out in section 4.1 of Rule 13-502.

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

IT IS THE DECISION of the Director, pursuant to subsection 6.1(1) of NI 31-102 that the Applicant is granted relief from the EFT Requirement for so long as the Applicant:

A. makes acceptable alternative arrangements with CDS for the payment of NRD fees and makes such payment within ten (10) business days of the date of the NRD filing or payment due date;

B. pays its participation fee under the Act to the Commission by cheque, draft, money order or other acceptable means at the time of filing its application for annual renewal, which shall be no later than the first day of December in each year;

C. pays any applicable activity fees, or other fees that the Act requires it to pay to the Commission, by cheque, draft, money order or other acceptable means at the appropriate time; and

D. is not registered in any other Canadian jurisdiction in another category to which the EFT Requirement applies;

PROVIDED THAT the Applicant submits a similar application in any other Canadian jurisdiction where it becomes registered as an international dealer or international adviser or in an equivalent registration category;

AND IT IS THE FURTHER DECISION of the Director, pursuant to section 6.1 of Rule 13-502, that the Application Fee will be waived in respect of the application for this Decision.

American Technology Research, Inc. - s. 6.1(1) of NI 31-102 National Registration Database and s. 6.1 of OSC Rule 13-502 -- Fees

Applicant seeking registration as an international dealer is exempted from the electronic funds transfer requirement pursuant to subsection 6.1(1) of National Instrument 31-102 National Registration Database and activity fee contemplated under section 4.1 of Ontario Securities Commission Rule 13-502 Fees is waived in respect of this discretionary relief, subject to certain conditions.

Rules Cited

National Instrument 31-102 National Registration Database (2007) 30 OSCB 5430, s. 6.1.

Ontario Securities Commission Rule 13-502 Fees (2003) 26 OSCB 867, ss. 4.1, 6.1.

February 21 , 2008

IN THE MATTER OF

THE SECURITIES ACT,

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

(the Act)

AND

IN THE MATTER OF

AMERICAN TECHNO