Ontario Securities Commission Bulletin

Issue 31/15 - April 11, 2008

Ont. Sec. Bull. Issue 31/15

Table of Contents

Chapter 1 - Notices / News Releases

Notices

• Current Proceedings Before The Ontario Securities Commission

• OSC Staff Notice 11-739 (Revised) - Policy Reformulation Table of Concordance and List of New Instruments

Notices of Hearing

• Gold-Quest International et al. - ss. 127(7), 127(8)

Notices from the Office of the Secretary

• Bennett Environmental Inc. et al.

• Gregory Galanis

• Norshield Asset Management (Canada) Ltd. et al.

• Juniper Fund Management Corporation et al.

• Gold-Quest International et al.

• Peter Sabourin et al.

Chapter 2 - Decisions, Orders and Rulings

Decisions

• Amalgamated Income Limited Partnership - MRRS Decision

• Baltic Resources Inc. - s. 1(10)(b)

• Mercator Minerals Ltd. - MRRS Decision

• Picton Mahoney Asset Management et al. - MRRS Decision

• Fiera Capital Inc. et al. - MRRS Decision

• Stone Asset Management Limited et al. - MRRS Decision

• UBS Global Asset Management (Canada) Co. et al. - MRRS Decision

• Medical Facilities Corporation - NI 51-102 Continuous Disclosure

• CanDeal.Ca Inc. and TradeWeb LLC - MRRS Decision

• Schneider Electric S.A. - MRRS Decision

Orders

• Wildcat Exploration Ltd. - s. 1(11)(b)

• Bennett Environmental Inc. et al. - ss. 127, 127.1

• Gregory Galanis

• Norshield Asset Management (Canada) Ltd. et al. - s. 127

• Juniper Fund Management Corporation et al. - s. 127

• Peragis Inc. - s. 144

• Gold-Quest International et al. - ss. 127(1), 127(5)

• MarketAxess Canada Limited - NI 21-101 Marketplace Operation

• Peter Sabourin et al. - s. 127(7)

Chapter 3 - Reasons: Decisions, Orders and Rulings

OSC Decisions, Orders and Rulings

• Bennett Environmental Inc. et al.

• Jose Castaneda

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 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

• TSX Notice of Approval -- Housekeeping Amendments to the TSX Company Manual

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Chapter 1 -- Notices / News Releases

Current Proceedings Before The Ontario Securities Commission

APRIL 11, 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

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

Land Banc of Canada Inc., LBC Midland I Corporation, Fresno Securities Inc., Richard Jason Dolan, Marco Lorenti and Stephen Zeff Freedman

OSC Staff Notice 11-739 (Revised) - Policy Reformulation Table of Concordance and List of New Instruments

OSC STAFF NOTICE 11-739 (REVISED)

POLICY REFORMULATION TABLE OF CONCORDANCE AND LIST OF NEW INSTRUMENTS

The following revisions have been made to the Table of Concordance and List of New Instruments. A full version of the Table of Concordance and List of New Instruments as of March 31, 2008 has been posted to the OSC Website at www.osc.gov.on.ca under Policy and Regulation/Status Summaries.

Table of Concordance

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Item Key

The third digit of each instrument represents the following: 1-National/Multilateral Instrument; 2-National/Multilateral Policy; 3-CSA Notice; 4-CSA Concept Release; 5-Local Rule; 6-Local Policy; 7-Local Notice; 8-Implementing Instrument; 9-Miscellaneous

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Reformulation

New Instruments

For further information, contact:

April 11, 2008

Gold-Quest International et al. - ss. 127(7), 127(8)

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

GOLD-QUEST INTERNATIONAL,

HEALTH AND HARMONEY,

IAIN BUCHANAN, AND LISA BUCHANAN

NOTICE OF HEARING

Section 127(7) and 127(8)

WHEREAS on April 1, 2008, the Ontario Securities Commission (the "Commission") issued a temporary cease trade order pursuant to sections 127(1) and 127(5) (the "Temporary Order") of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act") ordering the following: that all trading in securities by Gold-Quest International ("Gold-Quest") shall cease; that all trading in Gold-Quest securities shall cease; and, that Health and HarMONEY, Iain Buchanan and Lisa Buchanan are ordered to cease trading in all securities;

TAKE NOTICE THAT the Commission will hold a hearing pursuant to subsections 127(7) and (8) of the Act at the offices of the Commission, 20 Queen Street West, 17th Floor, Small Hearing Room, commencing on April 14, 2008 at 10:00 a.m., or as soon thereafter as the hearing can be held;

TO CONSIDER whether it is in the public interest for the Commission:

1) to extend the Temporary Order pursuant to subsections 127(7) and (8) of the Act until the conclusion of the hearing, or until such further time as considered necessary by the Commission;

2) to make such further orders as the Commission considers appropriate;

BY REASON OF the facts recited in the Temporary Order and of such allegations and evidence 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 further notice of the proceeding.

DATED at Toronto this 8th day of April, 2008.

Bennett Environmental Inc. et al.

FOR IMMEDIATE RELEASE

April 4, 2008

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

BENNETT ENVIRONMENTAL INC.,

JOHN BENNETT, RICHARD STERN,

ROBERT GRIFFITHS AND ALLAN BULCKAERT

TORONTO -- The Commission issued an Order today approving the Settlement Agreement reached between Staff of the Commission and Richard Stern.

A copy of the Order dated April 4, 2008 and the Settlement Agreement dated April 4, 2008 are available at www.osc.gov.on.ca.

Gregory Galanis

FOR IMMEDIATE RELEASE

April 7, 2008

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

GREGORY GALANIS

TORONTO -- The Commission issued an Order adjourning the above matter to June 10, 2008 at 2:30 p.m. for the purpose of a pre-hearing conference.

A copy of the Order dated April 4, 2008 is available at www.osc.gov.on.ca.

Norshield Asset Management (Canada) Ltd. et al.

FOR IMMEDIATE RELEASE

April 7, 2008

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

NORSHIELD ASSET MANAGEMENT (CANADA) LTD.,

OLYMPUS UNITED GROUP INC.,

JOHN XANTHOUDAKIS,

DALE SMITH AND PETER KEFALAS

TORONTO -- On March 26, 2008, the Commission issued an Order which provides that the hearing scheduled to commence on May 5, 2008 in the above matter is adjourned to commence on October 6, 2008 for six weeks.

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

Juniper Fund Management Corporation et al.

FOR IMMEDIATE RELEASE

April 8, 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 -- The Commission issued an Order which provides that: (i) the Hearing scheduled to commence on April 7, 2008 is adjourned; (ii) the Hearing will commence on June 16, 2008 peremptory, or such other date as is agreed by the parties and determined by the Office of the Secretary.

A copy of the Order dated March 31, 2008 is available at www.osc.gov.on.ca.

Gold-Quest International et al.

FOR IMMEDIATE RELEASE

April 8, 2008

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

GOLD-QUEST INTERNATIONAL,

HEALTH AND HARMONEY,

IAIN BUCHANAN, AND LISA BUCHANAN

TORONTO -- The Office of the Secretary issued a Notice of Hearing on April 8, 2008 setting the matter down to be heard on April 14, 2008 at 10:00 a.m. to consider whether it is in the public interest for the Commission to extend the Temporary Order made April 1, 2008.

A copy of the Notice of Hearing dated April 8, 2008 and Temporary Order dated April 1, 2008 are available at www.osc.gov.on.ca.

Peter Sabourin et al.

FOR IMMEDIATE RELEASE

April 9, 2008

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

PETER SABOURIN, W. JEFFREY HAVER,

GREG IRWIN, PATRICK KEAVENEY,

SHANE SMITH, ANDREW LLOYD,

SANDRA DELAHAYE, SABOURIN AND SUN INC.,

SABOURIN AND SUN (BVI) INC.,

SABOURIN AND SUN GROUP OF COMPANIES INC.,

CAMDETON TRADING LTD.

AND CAMDETON TRADING S.A.

TORONTO -- The Commission issued an Order which provides that the Temporary Order, as amended by the order of June 14, 2007, is continued until the hearing is completed and the decision released or until further order of the Commission.

A copy of the Order dated April 7, 2008 is available at www.osc.gov.on.ca.

Chapter 2 -- Decisions, Orders and Rulings

Amalgamated Income Limited Partnership - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- Exemption from the Identical Consideration Requirements -- Offeror needs relief from the requirement that all holders of the same class of securities must be offered identical consideration -- Under the take-over bid, Canadian resident unitholders will be offered a choice of units or cash, subject to the maximum cash available, non-Canadian resident unitholders will be offered cash based on the proceeds from the sale of their units -- Offeror cannot issue securities to non-residents without jeopardizing its tax status as a "Canadian partnership" -- the number of units held by non- residents is de minimis.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 97(1), 104(2)(c).

Citation: Amalgamated Income Limited Partnership, 2007 ABASC 466

July 6, 2007

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ALBERTA, BRITISH COLUMBIA, SASKATCHEWAN,

MANITOBA, ONTARIO, NOVA SCOTIA, QUÉBEC

AND NEWFOUNDLAND & LABRADOR

(the Jurisdictions)

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

AMALGAMATED INCOME LIMITED PARTNERSHIP

(the Filer)

MRRS DECISION DOCUMENT

Background

1. The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) that:

(a) in all of the Jurisdictions, except for Ontario and Quebec, the Filer be exempt from the requirement under the Legislation that the take-over bid circular in respect of an "insider bid" contain a summary of a valuation of the offeree issuer (the Valuation Requirement) in connection with the offer (the Offer) of the Filer to purchase all of the issued and outstanding partnership units (the Deer Valley Units) of Deer Valley Shopping Centre Limited Partnership (Deer Valley) not currently owned by the Filer or its joint offerors; and

(b) in all of the Jurisdictions, the Filer be exempt from the requirement in the Legislation to offer identical consideration to all holders of the class of securities subject to a take-over bid (the Identical Consideration Requirement) to all holders of the same class of securities that are subject to a take-over bid in connection with the Offer of the Filer (the Requested Identical Consideration Relief).

2. Under the Mutual Reliance Review System for Exemptive Relief Applications (the System):

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

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

Interpretation

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

Representations

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

(a) The Filer is a limited partnership registered under the Partnership Act (British Columbia) and its business consists of (i) investing in and acquiring, directly or indirectly, income generating securities, assets or businesses; and (ii) the holding, management, reorganization and disposition of such securities, assets or businesses, with a view to making a profit. Amalgamated Income General Partner Ltd., the general partner of the Filer (the General Partner), was incorporated under the Company Act (British Columbia), subsequently filed its transition application under the Business Corporations Act (British Columbia) and its business is limited to the management of the business of the Filer.

(b) The Filer is a reporting issuer or has equivalent status in all the provinces and territories of Canada.

(c) The consideration under the Offer will consist of, at the election of the security holder of Deer Valley, 1,000 limited partnership units of the Filer (the Amalgamated LP Units) or cash in the amount estimated not to exceed $7,000.00, subject to the maximum available cash amount of $4,550,000 (the Maximum Cash Amount), in exchange for each Deer Valley Unit tendered under the Offer.

(d) The Amalgamated LP Units are posted and listed for trading on the Toronto Stock Exchange (TSX).

(e) The local securities regulatory authorities in each of the provinces of British Columbia, Saskatchewan, Manitoba, Ontario and Quebec have issued orders in accordance with each of their respective legislation, providing that all trading in the securities of Deer Valley cease until Deer Valley files the required records referred to in each respective order (collectively, the Cease Trade Orders).

(f) The Filer has applied in each of the provinces of British Columbia, Saskatchewan, Manitoba, Ontario and Quebec for orders to vary the Cease Trade Orders (the Partial Revocation Orders) for the purposes of, among other things, the making of the Offer, the tendering of the Deer Valley Units to the Offer by the securityholders of Deer Valley and the taking up and paying for the tendered Deer Valley Units by the Filer.

(g) The Partial Revocation Orders will be issued prior to the mailing of the Offer circular (the Circular).

(h) The Filer beneficially owns approximately 10.08% of the outstanding Deer Valley Units.

(i) Because the Filer beneficially owns more than 10% of the Deer Valley Units, the Offer technically is an "insider bid" for the purposes of the Legislation.

(j) The Offer is an unsolicited offer and the Filer lacks access to relevant information that would enable it to satisfy the Valuation Requirement.

(k) None of the Filer or the General Partner has, or has ever had, any board or management representation in respect of Deer Valley or Deer Valley General Partner Ltd., the general partner of Deer Valley, or Qualico Developments West Ltd., or, after reasonable inquiry, has knowledge of any material information concerning Deer Valley or its securities that has not been generally disclosed.

(l) In making the Offer in Ontario and Québec, the Filer intends to rely on the exemptions available from the equivalent of the Valuation Requirement in connection with an "insider bid" in subparagraph 2.4(1) 2 of Ontario Securities Commission Rule 61-501 Insider Bids, Issuer Bids, Business Combinations and Related Party Transactions (Rule 61-501) and subparagraph 2.4(1) 2 of Autorité des marchés financiers Regulation Q-27 Respecting Protection of Minority Unitholders in the Course of Certain Transactions (Q-27).

(m) The Circular provides relevant disclosure in order to enable the Filer to rely on the exemptions in Rule 61-501 and Q-27.

(n) The Filer intends to mail the Circular on July 6, 2007.

(o) The amended limited partnership agreement of the Filer, dated February 21, 2005 (the Amalgamated LP Partnership Agreement), provides that Amalgamated LP Units shall not be held or beneficially owned, directly or indirectly, by any person who is a "non-resident" of Canada, any person in which an interest would be a "tax shelter investment" or, if a partnership, that is not a "Canadian partnership", as such terms are defined in the Income Tax Act (Canada) (collectively, Non-Residents).

(p) Approximately 2.72% of the issued and outstanding Deer Valley Units are currently held by Non-Residents (the Non-Resident Unitholders).

(q) Due to the prohibition on ownership of Amalgamated LP Units by Non-Residents as provided in the Amalgamated LP Partnership Agreement, the Filer is unable to issue the Amalgamated LP Units to the Non-Resident Unitholders in connection with the Offer, as any such issuance would be in breach of the Amalgamated LP Partnership Agreement and jeopardize the status of the Filer as a "Canadian partnership" under applicable Canadian tax legislation thereby exposing the limited partners of the Filer to adverse tax consequences under such legislation.

(r) For Non-Resident Unitholders the Filer proposes to issue and deliver to the depositary designated under the Offer (the Depositary) the Amalgamated LP Units on behalf of Non-Resident Unitholders to be sold on their behalf by a registered broker or investment dealer retained by the Depositary on the TSX through an orderly sale and the net cash proceeds (after paying brokerage commissions and applicable withholding taxes) will be remitted to Non-Resident Unitholders who tender their Deer Valley Units pursuant to the Offer.

(s) Any sale of Amalgamated LP Units described in the paragraph (r) above will be completed as soon as commercially reasonable following the date on which the Filer takes up the Deer Valley Units tendered by Non-Resident Unitholders under the Offer.

(t) The Circular and letter of acceptance and transmittal to be prepared by the Filer and sent to all holders of Deer Valley Units will disclose the procedure described in section (r) to be followed for the Non-Resident Unitholders who tender their Deer Valley Units pursuant to the Offer.

(u) Except to the extent that relief from the Identical Consideration Requirement and Valuation Requirement is granted, the Offer will otherwise be made in compliance with the requirements under the Legislation governing take-over bids.

Decision

5. 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.

6. In all Jurisdictions, the decision of the Decision Makers under the Legislation is that, in connection with the Offer, the Requested Identical Consideration Relief is granted so that Non-Resident Unitholders who elect to receive Amalgamated LP Units or who are entitled to receive Amalgamated LP Units due to pro-rationing resulting from the Maximum Cash Amount being exceeded, will instead receive cash proceeds from the sale of those Amalgamated LP Units in accordance with the procedure set out in paragraph (r).

7. In all Jurisdictions, except in Ontario and Quebec, the decision of the Decision Makers pursuant to the Legislation is the Requested Valuation Relief is granted provided that the Filer complies with the other requirements in the Legislation applicable to formal take-over bids made by insiders including the requirement to provide the relevant disclosure in the Circular to enable the Filer to rely on the exemptions under Rule 61-501 and Q-27.

Baltic Resources 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).

April 4, 2008

Attention: Stephen D. Case

Dear Sirs:

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

As the Applicant has represented to the Decision Makers that:

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

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

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

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

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

Mercator Minerals Ltd. - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- Take-Over Bids - Offeror needs relief from the requirement in s. 168(2) of the Securities Act (Alberta) that all holders of the same class of securities must be offered identical consideration - Under the bid, Canadian shareholders will receive securities of the Offeror as consideration; US shareholders will receive either cash or shares, depending on whether securities can be delivered pursuant to state legislation - Offeror exempt from requirement that all holders of the same class of securities must be offered identical consideration.

Citation: Mercator Minerals Ltd., 2007 ABASC 916

December 20, 2007

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,

MANITOBA, ONTARIO, QUÉBEC, NOVA SCOTIA,

NEW BRUNSWICK 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

MERCATOR MINERALS LTD.

(the Filer)

MRRS DECISION DOCUMENT

Background

1. The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) for an exemption from the requirement in the Legislation to offer identical consideration to all holders of the same class of securities subject to a take-over bid (the Identical Consideration Requirement) in connection with the proposed take-over bid to be made by the Filer for all of the issued and outstanding common shares (the Tyler Shares) of Tyler Resources Inc. (Tyler) (the Requested Relief).

2. Under the Mutual Reliance Review System for Exemptive Relief Applications:

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

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

Interpretation

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

Representations

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

(a) The Filer is a corporation existing under the Business Corporations Act (British Columbia). The registered and Canadian head office of the Filer is located in Vancouver, British Columbia.

(b) The Filer is a reporting issuer in Alberta, British Columbia and Ontario and is not in default of any requirements of the applicable securities legislation of any such jurisdiction in which it is a reporting issuer.

(c) The common shares of the Filer (the Mercator Shares) are listed and posted for trading on the Toronto Stock Exchange (the TSX).

(d) Tyler is a corporation continued under the Business Corporations Act (Alberta) and is headquartered in Calgary, Alberta.

(e) Tyler is a reporting issuer in Alberta, British Columbia, Ontario and Québec.

(f) The Tyler Shares are listed and posted for trading on the TSX Venture Exchange.

(g) On October 19, 2007, the Filer issued a press release announcing its intention to make an offer (the Offer) to acquire all of the issued and outstanding Tyler Shares on the basis of 0.113 of a Mercator Share of the Filer for each one Tyler Share.

(h) Because the Mercator Shares issuable pursuant to the Offer to holders of Tyler Shares resident in the US (the US Shareholders) have not been registered under the 1933 Act, and are not eligible for sale under the securities laws of a substantial number of states in the United States without registration, the offer, sale and delivery of such Mercator Shares to US Shareholders without further action by the Filer would constitute a violation of United States securities laws.

(i) Rule 802 of the 1933 Act (Rule 802) provides an exemption from the registration requirements of the 1933 Act for offers and sales in any exchange offer for a class of securities of a foreign private issuer or in any exchange of securities for the securities of a foreign private issuer in any business combination if the holders of the foreign subject company resident in the United States hold no more than 10% of the securities that are the subject of the exchange offer or business combination. Rule 802 provides that for the purposes of this calculation, securities held by persons who hold more than 10% of the subject securities are to be excluded, as are securities held by the offeror. In order for this exemption to apply, holders resident in the United States must participate in the exchange offer or business combination on terms at least as favourable as those offered to the other holders of the subject securities, subject to an exception which allows the offeror to offer cash consideration to securityholders resident in states of the United States that do not have an applicable state "blue sky" exemption from the registration or qualification requirements of state securities laws.

(j) To the knowledge of the Filer, based on public disclosure, Tyler is a "foreign private issuer" within the meaning of Rule 405 of Regulation C under the 1933 Act. Furthermore, to the knowledge of the Filer, based on public disclosure contained in Tyler's management information circular filed with the Canadian securities regulators on April 26, 2007, there are no persons that hold more than 10% of the Tyler Shares. To the knowledge of the Filer, based on an affidavit provided to staff of the Commission on December 6, 2007, approximately 13.68% of the issued and outstanding Tyler Shares are beneficially held by the US Shareholders.

(k) On November 9, 2007, the date on which Mercator launched the bid, Mercator believed, based on publicly available information and information provided to Mercator by Tyler, that U.S. Shareholders beneficially owned 10% or less of the Tyler common shares and consequently Mercator believed it was in compliance with Rule 802.

(l) There is no general exemption from state "blue sky" laws that coordinates with Rule 802. As a result, the securities laws of a significant number of states would prohibit delivery of the Mercator Shares to US Shareholders without registration of the Mercator Shares to be issued to US Shareholders resident in such states unless such holders are otherwise exempt investors under the laws of such states. The Multi-Jurisdictional Disclosure System does not provide relief from the registration or qualification requirements of United States state securities laws.

(m) Registration under the 1933 Act and applicable state securities laws of the Mercator Shares deliverable to US Shareholders would be costly and burdensome to the Filer.

(n) For US Shareholders (and Tyler Shareholders who appear to the Filer or to the depository (the Depository) designated under the Offer to be US Shareholders) who are resident in one of the subject states with no available registration exemption, the Filer proposes to deliver to the Depository the Mercator Shares that those US Shareholders would otherwise be entitled to receive under the Offer, and an agent or nominee of the Depository will then sell (or cause to be sold) the Mercator Shares on behalf of those US Shareholders through the facilities of the TSX. As soon as possible after the completion of the sale, the Depository or selling agent will deliver to each US Shareholder their respective pro rata share of the cash proceeds of sale, less commissions and applicable withholding taxes.

(o) Any sale of the Mercator Shares will be completed as soon as practicable after the date on which the Filer issues the Mercator Shares in exchange for the Tyler Shares tendered by the US Shareholders under the Offer and will be done in a manner intended to maximize the consideration to be received from the sale by the applicable US Shareholder and minimize any adverse impact of the sale on the market for the Mercator Shares.

(p) The take-over bid circular to be prepared by the Filer and sent to all Tyler Shareholders will disclose the procedure described in paragraph (n) above to be followed by US Shareholders who tender their Tyler Shares to the Offer.

(q) Except to the extent that relief from the Identical Consideration Requirement is granted, the Offer will otherwise be made in compliance with the requirements under the Legislation governing take-over bids.

Decision

5. 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.

6. The decision of the Decision Makers under the Legislation is that, in connection with the Offer, the Requested Relief is granted so that US Shareholders who would otherwise receive Mercator Shares under the Offer instead receive cash proceeds from the sale of those Mercator Shares in accordance with the procedure set out in paragraph ?4(n) above.

Picton Mahoney Asset Management et al. - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- Relief from investment restrictions prohibiting a mutual fund from knowingly making or holding an investment in a person or company in which the mutual fund, alone or together with one or more related mutual funds, is a substantial security holder - Mutual funds to be sold pursuant to available exemptions from prospectus and dealer registration requirements investing primarily in units of related fund - Mutual funds may become a "substantial security holder" of related fund - Relief granted subject to certain conditions.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 111(2)(b), 111(3)m 113.

April 4, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO AND ALBERTA

(the Jurisdictions)

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

PICTON MAHONEY ASSET MANAGEMENT

(PMAM)

AND

PICTON MAHONEY GLOBAL MARKET

NEUTRAL EQUITY US DOLLAR FUND AND

PICTON MAHONEY GLOBAL LONG SHORT

EQUITY US DOLLAR FUND

(the Funds)

MRRS DECISION DOCUMENT

Background

The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application from PMAM, on behalf of the Funds for a decision under the securities legislation of the Jurisdictions (the Legislation) exempting the Funds from the restrictions contained in the Legislation which prohibits a mutual fund from knowingly making or holding an investment in a person or company in which the mutual fund, alone or together with one or more related mutual funds, is a substantial security holder (the Requested Relief).

Under the Mutual Reliance Review System for Exemptive Relief Applications:

(a) the Ontario 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 PMAM on behalf of the Funds:

1. PMAM is a general partnership formed under the laws of Ontario, with its head office in Toronto, Ontario.

2. PMAM is registered with the Ontario Securities Commission as an adviser under the categories of investment counsel and portfolio manager and as a dealer under the category of limited market dealer.

3. PMAM is the trustee, manager and portfolio adviser of the Funds and other investment funds established and to be established under the laws of Ontario pursuant to a master declaration of trust made as of December 30, 2005 as amended from time to time.

4. The Funds will be sold in Canada to investors pursuant to exemptions from the prospectus and, where available, registration requirements in accordance with National Instrument 45-106 Prospectus and Registration Exemptions ("NI 45-106"). A confidential offering memorandum (the "Offering Memorandum") in respect of the Picton Mahoney Global Funds, comprising the Funds together with Picton Mahoney Global Market Neutral Equity Fund (the "Global Market Neutral Fund") and the Picton Mahoney Global Long Short Equity Fund (the "Global Long Short Fund"), is available to investors in the Picton Mahoney Global Funds.

5. The Funds will be managed to provide a return to investors based on the return of the Global Market Neutral Fund and the Global Long Short Fund, respectively (the "Underlying Funds"), but will be hedged to limit exposure to fluctuations in the Canadian/U.S. exchange rate. In order to provide such returns, each Fund may invest primarily in units of an Underlying Fund. Each Fund will also use derivative contracts, on an ongoing basis, to protect the Fund against losses from declines in the value of the U.S. dollar against the Canadian dollar.

6. It is expected that, initially, the Funds will purchase a class of units of the respective Underlying Funds, which units are not charged any management fee or incentive fees.

7. The respective Funds may become a "substantial security holder" of the respective Underlying Funds pursuant to the Legislation at any time a Fund, alone or together with one or more related mutual funds, holds more than 20% of the outstanding units of an Underlying Fund.

8. In connection with the purchase of units of the Underlying Funds by the Funds, PMAM shall ensure that the arrangements between or in respect of the Funds and the Underlying Funds are such as to avoid the duplication of management fees or incentive fees. In addition, no sales or redemption fees are payable by the Funds in relation to its purchases or redemptions of units of the Underlying Funds.

9. Unitholders of the respective Funds will have access to copies of the respective Fund's interim financial statements and audited financial statements which will include disclosure of the respective Underlying Fund's investments.

10. In the absence of the Requested Relief, the Funds would be limited in purchasing or holding units of the Underlying Funds due to the investment restrictions contained in the Legislation.

11. The investments by the Funds in units of the respective Underlying Funds represent the business judgement of responsible persons uninfluenced by considerations other than the best interests of the Funds and such investments are part of the structure of the Funds rather than an individual portfolio investment decision.

Decision

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.

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

1. units of the Funds are sold pursuant to exemptions from the prospectus requirements in accordance with NI 45-106;

2. the arrangements between or in respect of the Funds and the Underlying Funds are such as to avoid the duplication of management fees and incentive fees;

3. no sales or redemption fees are payable by the Funds in relation to their purchases or redemptions of units of the Underlying Funds;

4. the Funds do not vote any of the securities they hold of the Underlying Funds, unless a Fund is the sole owner of securities of an Underlying Fund at the time of the meeting or the effective date of the resolution, in which case PMAM will arrange for all of the securities of the Underlying Fund held by the Fund to be voted by the beneficial owners of securities of the Fund; and

5. the Offering Memorandum discloses:

(i) that the Fund may purchase securities of a specified Underlying Fund;

(ii) the fact that both the Fund and the Underlying Fund are managed by PMAM; and

(iii) the approximate or maximum percentage of net assets of the Fund that may be dedicated to the investment in securities of the Underlying Fund.

Fiera Capital Inc. et al. - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- Relief granted from the mutual fund conflict of interest investment restrictions under securities legislation in connection with proposed investments by pooled funds in underlying pooled funds under common management -- Investments by pooled funds in underlying funds may cause pooled funds to become "substantial security holder" in underlying funds -- Pooled funds may invest in an underlying fund in which a substantial security holder of the pooled fund or its management company has a significant interest -- Relief granted subject to certain conditions.

Applicable Ontario Statutory Provisions

Securities Act (Ontario), R.S.O. 1990, c. S.5, as am., ss. 111(2)(b), 111(2)(c), 111(3), 113.

April 4, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO AND ALBERTA

(THE JURISDICTIONS)

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

FIERA CAPITAL INC.

(the Filer)

AND

IN THE MATTER OF

FIERA MARKET NEUTRAL EQUITY FUND AND

FIERA LONG/SHORT EQUITY 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 Funds (as defined below) and other mutual funds as may be established and managed by the Filer from time to time (together with the Funds, the Fiera Funds) for a decision, under the securities legislation of the Jurisdictions (the Legislation), exempting the Fiera Funds from:

(a) the investment restriction contained in the Legislation, which prohibits a mutual fund knowingly making or holding an investment in a person or company in which the mutual fund, alone or together with one or more related mutual funds, is a substantial security holder; and

(b) the investment restriction contained in the Legislation, which prohibits a mutual fund or its management company or its distribution company to knowingly hold an investment described in (a) above.

(collectively, the Requested Relief).

Under the Mutual Reliance Review System for Exemptive Relief Applications (MRRS):

(a) the Ontario 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.

Fiera Funds means the Funds together with any other mutual fund established and managed by the Filer from time to time;

Funds means the Fiera Market Neutral Equity Fund and the Fiera Long/Short Equity Fund and Fund means each of the Fiera Market Neutral Equity Fund and the Fiera Long/Short Equity Fund;

Long/Short Fund means the Fiera Long/Short Equity Fund;

Market Neutral Fund means the Fiera Market Neutral Equity Fund;

Trust Agreement means the first amended and restated trust agreement dated October 31, 2007;

Underlying Funds means the Underlying Market Neutral Funds and the Underlying Long/Short Fund together with any other investment fund established and managed by the Filer from time to time;

Underlying Long/Short Fund means the Fiera Alpha Beta Fund; and

Underlying Market Neutral Funds means the Fiera North American Market Neutral Fund and the Fiera North American Market Neutral Fund II.

Representations

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

Filer

1. The Filer is a corporation formed under the laws of Canada with its head office in Montreal, Quebec. The Filer also has an office located in Ontario.

2. The Filer is registered as an adviser in the categories of investment counsel and portfolio manager (or equivalent) in all provinces of Canada, is registered as a limited market dealer and commodity trading manager in Ontario and is registered as a limited market dealer in Newfoundland and Labrador.

Fiera Funds</