Ontario Securities Commission Bulletin

Issue 31/39 - September 26, 2008

Ont. Sec. Bull. Issue 31/39

Table of Contents

Chapter 1 - Notices / News Releases

Notices

• Current Proceedings Before The Ontario Securities Commission

• The Investment Funds Practitioner

• Notice of Commission Approval -- Housekeeping Amendments to MFDA Policy No. 4 -- Internal Control Policy Statements and MFDA Financial Questionnaire and Report -- Form 1

• Notice of Commission Approval -- Housekeeping Amendments to MFDA Rule 3 -- Financial and Operations Requirements

• OSC Staff Notice 51-706 - Corporate Finance Branch Report 2008 - Notice of Correction

• Notice of Ministerial Approval - Amendment to OSC Rule 31-502 Proficiency Requirements for Registrants

• Notice of Commission Approval -- Housekeeping Amendments to MFDA Policy No. 1 -- New Registrant Training and Supervision

• Notice of Commission Approval -- Amendments to Section 11 of MFDA By-law No. 1 -- Member Approval Process

• Notice of Commission Approval -- Housekeeping Amendments to MFDA Rule 2.3 -- Power of Attorney / Limited Trading Authorization

• Notice of Commission Approval -- Housekeeping Amendments to MFDA Rule 4 -- Insurance

• Notice of Commission Approval -- Housekeeping Amendments to MFDA Rule 1.1.7 -- Business Names, Styles, Etc.

Notices of Hearing

• Global Partners Capital et al. - ss. 127, 127.1

News Releases

• Settlement Agreements related to AiT Advanced Information Technologies Corporation and Bernard Jude Ashe Revoked

• Canadian Securities Regulators Support Temporary Order Issued by OSC Prohibiting Short Selling

• OSC Amends Temporary Order Prohibiting Short Selling

Notices from the Office of the Secretary

• New Life Capital Corp. et al.

• XI Biofuels Inc. et al.

• Global Partners Capital et al.

Chapter 2 - Decisions, Orders and Rulings

Decisions

• Upper Lake Oil and Gas Ltd. and Monterey Exploration Ltd.

• Art In Motion Income Fund and Clarke Inc.

• Hewlett-Packard Company

• Cassiar Gold Corp. (formerly, Cusac Gold Mines Ltd.) - s. 1(10)(b)

Orders

• New Life Capital Corp. et al. - s. 127

• XI Biofuels Inc. et al. - s. 127

• In the Matter of Certain Financial Sector Issuers Set Forth on Schedule A - ss. 127(1), (2) and (5)

• In the Matter of Certain Financial Sector Issuers Set Forth on Schedule A - ss. 127(1), (2), (5) and 144(1)

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 5 - Rules and Policies

• Amendment to OSC Rule 31-502 Proficiency Requirements for Registrants

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

• Housekeeping Amendments to MFDA Policy No. 4 -- Internal Control Policy Statements and MFDA Financial Questionnaire and Report -- Form 1

• Housekeeping Amendments to MFDA Rule 3 -- Financial and Operations Requirements

• IIROC Amendments to Implement the CSA Registration Reform Project

• MFDA Sets Date for Kerry Scharfenberg Hearing in Edmonton, Alberta

• Housekeeping Amendments to MFDA Policy No. 1 -- New Registrant Training and Supervision

• Approved Amendments to Section 11 of MFDA By-law No. 1 -- Member Approval Process

• Housekeeping Amendments to MFDA Rule 2.3 -- Power of Attorney / Limited Trading Authorization

• Housekeeping Amendments to MFDA Rule 4 -- Insurance

• Housekeeping Amendments to MFDA Rule 1.1.7 -- Business Names, Styles, Etc.

Chapter 25 - Other Information

Consents

• EM Resources Inc. - s. 4(b) of the Regulation

Requests for Permission

• SCHOTT Solar AG - s. 38(3)

Approvals

• Wealhouse Capital GP Inc. - s. 213(3)(b) of the LTCA

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Chapter 1 -- Notices / News Releases

Current Proceedings Before The Ontario Securities Commission

SEPTEMBER 26, 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

The Investment Funds Practitioner

September, 2008

THE INVESTMENT FUNDS PRACTITIONER

From the Investment Funds Branch, Ontario Securities Commission

What is the Investment Funds Practitioner

The Practitioner is an overview of recent issues that have arisen in connection with applications for discretionary relief, prospectuses, and continuous disclosure documents that investment funds file with the OSC. We, the staff of the Investment Funds Branch, have written the Practitioner primarily for investment fund managers and their staff or advisors who regularly prepare public disclosure documents and applications for exemptive relief on behalf of investment funds.

The purpose of the Practitioner is to make you more broadly aware of some of the issues we have raised in connection with our reviews of documents filed with us and how we have resolved them. We hope that fund managers and their advisors will find this information useful and that the Practitioner can serve as a useful resource when preparing applications and disclosure documents.

Please note, however, that the information contained in the Practitioner is based upon particular factual circumstances and that outcomes may change as facts change or as regulatory approaches evolve. We will continue to assess each particular case on its own merits. Please also note that staff of the Investment Funds Branch prepared the Practitioner and the views it expresses do not necessarily reflect those of the Commission or the Canadian Securities Administrators.

Request for Feedback

This is the third edition of the Practitioner. The two previous editions are available on our website www.osc.gov.on.ca. We welcome your feedback and any suggestions for topics that you would like us to cover in future editions. Please forward your comments by email to investmentfunds@osc.gov.on.ca, or feel free to contact us.

Who we are

Currently, our group is:

Applications for Relief

Process

We remind filers that NP 12-201 -- Mutual Reliance Review System for Exemptive Relief Applications has been replaced by National Policy 11-203 -- Process for Exemptive Relief Applications in Multiple Jurisdictions. Filers and their advisors should review NP 11-203 prior to filing any applications.

We would also like to remind filers that:

• It is their responsibility to provide us with a draft decision that complies with the form required by NP 11-203 at the time they file the application. Failure to do so can cause delays in processing the application.

• Commission duty panels generally meet on Tuesdays and Fridays to consider applications for exemptive relief. Generally, we must submit final materials for consideration by a duty panel the day before the duty panel convenes. We recommend that filers factor in the Commission's duty panel schedule when planning any transactions that require relief from the Commission.

• Applications for novel relief generally take more time to process. They often require, amongst other steps, significant discussions with our colleagues in the CSA. It assists our review of novel applications if the application also explains the business purpose of a particular novel structure, feature, or product.

• It is a good idea to indicate in bold on the first page of the application the date by which the filer requires the relief if it is seeking expedited treatment and the reasons why the filer is requesting expedited treatment. Filers may wish to review s. 6.2(5) of NP 11-203 regarding requests for expedited treatment.

NI 81-107 and the Conflicts Provisions

As reported in the last edition, the Commission and the Director have granted a number of decisions reissuing relief that they previously granted, but that terminated with the coming into force of NI 81-107 -- Independent Review Committee for Investment Funds.

We continue to also see a number of novel applications for relief from the various conflicts provisions under the Act, the Regulation, and NI 81-102 -- Mutual Funds based on IRC approval. We remind filers that the CSA deliberately chose to maintain the various conflicts provisions in the legislation and codify only limited exemptions from them in NI 81-107 rather than replace them wholesale with a fund governance agency. We encourage filers to carefully consider the basis for any novel relief from the conflicts provisions before filing an application.

The following are some requests for relief from the conflicts provisions that have been considered since the last edition.

Relief to Permit Purchases of Related Party Debt on the Secondary Market

Several filers applied for and received relief from s. 111 and s. 118(2)(a) of the Act and s. 4.1(2) of NI 81-102 to permit their mutual funds to purchase debt securities of related entities on the secondary market.{1} These filers were unable to rely upon the relief from s.118(2)(a) codified in section 6.2(2) of NI 81-107 as that exemption requires the trade to occur on an exchange. Most debt securities do not trade on an exchange. The relief was granted based on IRC approval and conditions designed to impose pricing discipline and transparency in a manner similar to trades that occur on an exchange.

Some of the filers were also dealer managed funds. Consequently, they also applied for and received relief from s. 4.1(2) of NI 81-102 for both purchases of related party debt in the secondary market and purchases of equity on an exchange.

Inter-fund Trades at Last Sale Price

One filer applied for and received relief to conduct inter-fund trades using the last sale price, as defined under UMIR, as opposed to current market price, as defined under NI 81-107.{2} We suggest that any future requests for this relief be drafted as an exemption from the relevant prohibitions in the Act as opposed to an exemption from the conditions of the exemption codified in NI 81-107.

Relief to Permit Inter-fund Trades with Pooled Funds and Managed Accounts

Some filers applied for and received relief to facilitate inter-fund trading with and between pooled funds and managed accounts.{3} The inter-fund trading exemption codified under s. 6.1(4) only applies to inter-fund trades between investment funds that are subject to NI 81-107. Pooled funds that are not reporting issuers and managed accounts are not subject to NI 81-107. The relief was granted subject to similar conditions as those in s. 6.1(2) of NI 81-107.

Consistent with the exemptions codified under NI 81-107 and NI 81-102, the filers requested relief from section 118(2)(b) of the Act, section 115(6) of the Regulation, and section 4.2 of NI 81-102.

The conditions of relief include that the pooled funds must appoint an IRC and that the managed accounts must obtain the consent of the account holder.

The filers requested relief from section 4.2 of NI 81-102 for inter-fund trades in debt securities because the filers could not rely upon the exemption codified in s. 4.3(2) of NI 81-102. As with the exemption from s. 118(2)(b) and s. 115(6) codified under s. 6.1(4) of NI 81-107, the exemption under s. 4.3(2) of NI 81-102 requires the funds on both side of the trade to be subject to NI 81-107. The exemption codified under s. 4.3(1) of NI 81-102, however, remains available for inter-fund trades with pooled funds and managed accounts.

We recognize that an inter-fund trade in a non-debt security that is not exchange traded could comply with the conditions in s. 6.1(2) of NI 81-107, but not technically be able to comply with the conditions in s. 4.3(1) of NI 81-102. We will attempt to rectify this discrepancy through consequential amendments at the next available opportunity.

Relief to Permit Non-Redeemable Investment Fund to Purchase Mortgages from a Related Party

This filer applied for and received relief from s. 118(2)(b) of the Act and s. 115(6) of the Regulation.{4} The filer requested the relief to facilitate a mortgage fund's purchase of mortgages from a related party that was pooling mortgages for the purpose of transferring them to the filer. Historically, the Commission has only granted such relief to conventional mutual funds that will be complying with National Policy 29 -- Mutual Funds Investing in Mortgages. The relief was granted based on IRC approval and the filer satisfying staff regarding the manner in which it would value the mortgages.

Inter-fund Trades and Reorganizations

One filer applied for relief from section 118(2)(b) of the Act and section 115(6) of the Regulation in connection with a merger that was subject to NI 81-102 and IRC review. The filer applied out of concern that the trades in portfolio securities necessary to complete the merger may be inter-fund trades and the filer was not able to comply with all of the conditions of the exemption codified under s. 6.1(2) of NI 81-107. The filer also applied for the Director's approval under section 5.5 of NI 81-102.

Trades in portfolio securities effected in connection with mergers can be inter-fund trades, but we remind filers of the exemption from the mutual fund conflict of interest investment restrictions codified under section 5.9 of NI 81-102. This exemption remains available in connection with inter-fund trades effected as part of a merger or reorganization transaction that either complies with section 5.6 of NI 81-102 or that has been approved by the Director. The filer subsequently withdrew the request for relief from section 118(2)(b) and section 115(6) after realizing it could avail itself of this exemption.

Prospectuses

Process

Increasingly, filers have been adding more issuers (from 2 to 100 or more), different types of units and shares, and jurisdictions to their combined preliminary and pro forma prospectuses. This may cause delays in the processing of preliminary receipts.

To make the filing process as smooth, efficient and accurate as possible, we suggest that filers detail in their covering letters the following:

• the issuers and their securities that need to be issued a preliminary receipt;

• the new jurisdiction(s) the filing is being added to; and

• the current names of all funds to be on the document with future or former names noted as well.

Long-term Warrant Offerings -- Non Redeemable Investment Funds

A couple of filers recently filed short-form prospectuses for long-term warrant offerings. These offerings were structured as rights offerings. The warrants were not sweetener warrants offered as part of a unit offering. The warrants were issued on a stand-alone basis to existing unitholders at no charge. In each case, the warrants were exercisable for a price into underlying units for up to two years. A distinguishing feature of these offerings is the term of the warrants relative to a conventional rights offering that normally has a much more limited exercise period and closes in a relatively short period of time.

We remind filers of the requirement contained in s. 4.2(a) of NI 45-101 -- Rights Offerings. This provision requires that the prospectus qualify the underlying securities that the warrants can be exercised into in addition to the warrants themselves. One of the policy reasons for this requirement is to ensure that investors receive the appropriate statutory rights in connection with the securities underlying the warrants.

Practically, this requirement will generally result in the filer having to keep their prospectus live for the duration of the exercise period of the long-term warrants and provide a second delivery of the prospectus at the time the long-term warrant is exercised. Filers contemplating long-term warrant offerings may wish to review the disclosure provided in the short-form prospectus filed by First Capital Realty Inc. dated March 8, 2002 under Sedar Project No. 424349. Filers may also wish to review the discussion of long-term warrants contained in paragraph 5 of OSC Staff Notice 51-706 -- Corporate Finance Report for the year 2004.

National Instrument 81-105 -- Payment of Trailing Commissions

We have periodically seen filers disclose that dealers will be paid a trailing commission based on a percentage of the performance fee received by the portfolio manager. We have consistently raised comments expressing concern whether a trailing commission calculated in this manner complies with section 3.2(1)(d)(ii) of National Instrument 81-105 -- Sales Practices. Filers have generally responded by removing the feature from their prospectus filings.

Form 41-101F2 -- Forms Compliance Reviews

National Instrument 41-101 -- General Prospectus Requirements came into force March 17, 2008. This rule includes a new form for investment funds that must file a long-form prospectus. We have been raising comments on long-form prospectuses where it appears that the disclosure does not comply with the new form requirements. We encourage filers to review the new form requirements before filing their preliminary long-form prospectuses.

Part 14 of NI 41-101 -- Custodian Requirements

We have raised comments in several instances regarding Part 14 of NI 41-101. Part 14 requires investment funds that use Form 41-101F2 to have a qualified custodian. Prior to the coming into force of NI 41-101, investment fund issuers that were not subject to NI 81-102 were not required to have a custodian. We remind all long form investment fund issuers that Part 14 of NI 41-101 imposes a new custodian requirement.

Continuous Disclosure

Publication of Recent Amendments

As a follow-up to previous editions that reported on the exemption the Director granted under NI 81-106 in connection with section 3855 of the CICA Handbook, the amendments to National Instrument 81-106 - Investment Fund Continuous Disclosure were published in the OSC Bulletin on June 20, 2008. These amendments came into force on September 8, 2008.

Publication of CSA Staff Notice 52-320

The CSA issued CSA Staff Notice 52-320 - Disclosure of Expected Changes in Accounting Policies Relating to Changeover to International Financial Reporting Standards on May 9, 2008, which was published in the May 9, 2008 OSC Bulletin. This was in response to the Canadian Accounting Standards Board confirmation that January 1, 2011 will be the date on which International Financial Reporting Standards (IFRS) will replace current Canadian standards and interpretations as Canadian Generally Accepted Accounting Principles (Canadian GAAP).

The Notice discusses the disclosure of relevant information about the changeover to IFRS, including, but not limited to, the key elements and timing of the changeover plan in the annual and interim filings three, two, and one year(s) before the changeover. Filers may wish to review the Notice when preparing their MRFP or notes to their financial statements for as early as the interim period to June 30, 2008.

Public Inquiries

NI 81-107 -- Inter-fund Trades -- Market Integrity Requirements for Non-Exchange Traded Securities

Sub-paragraph 6.1(1)(b)(iii) of NI 81-107 defines market integrity requirements in that context as: "...the purchase or sale is through a dealer, if the purchase or sale is required to be reported by a registered dealer under applicable securities legislation". We have received several inquiries regarding the applicability of the market integrity requirement to inter-fund trades in debt or other securities that do not trade on an exchange. The inquiries have generally focused on what applicable securities legislation is sub-paragraph 6.1(1)(b)(iii) referring to and how should that provision be read together with the exemptions codified in sub-sections 6.1(3) and 6.1 (5).

Sub-paragraph 6.1(1)(b)(iii) is intended to refer to the dealer reporting obligations for non-exchange traded securities found in s. 154 of the Regulation in Ontario and Part 8 of National Instrument 21-101 -- Marketplace Operation.

The overall intent of the requirement in this context is for these inter-fund trades to be reported in the same manner that a dealer would be required to report them if a dealer were conducting the trade. If a dealer would not be required under applicable securities legislation to report the trade, there is no reporting requirement in connection with the inter-fund trade.

{1} See Altamira Investment Services Inc. et al dated May 15, 2008 for the NI 81-102 relief and May 22, 2008 for the s. 111 and 118 relief.

{2} See RBC Asset Management Inc. dated January 18, 2008.

{3} See UBS Global Asset Management (Canada) Co. dated April 1, 2008 and CIBC Asset Management Inc. dated July 8, 2008 for relief granted under the Act and CIBC Asset Management Inc. dated July 22, 2008 for relief granted under NI 81-102.

{4} See C.A.B. Realty Finance L.P. dated February 19, 2008.

Notice of Commission Approval -- Housekeeping Amendments to MFDA Policy No. 4 -- Internal Control Policy Statements and MFDA Financial Questionnaire and Report -- Form 1

MUTUAL FUND DEALERS ASSOCIATION

OF CANADA (MFDA)

HOUSEKEEPING AMENDMENTS TO

MFDA POLICY NO. 4

INTERNAL CONTROL POLICY STATEMENTS AND

MFDA FINANCIAL QUESTIONNAIRE

AND REPORT -- FORM 1

NOTICE OF COMMISSION APPROVAL

The Ontario Securities Commission has approved amendments to MFDA Policy No. 4 Internal Control Policy Statements and MFDA Financial Questionnaire and Report -- Form 1. In addition, the Alberta Securities Commission, Manitoba Securities Commission, New Brunswick Securities Commission, Nova Scotia Securities Commission and Saskatchewan Financial Services Commission approved, and the British Columbia Securities Commission did not object to the amendments.

The amendments make updates to reflect the legal name of the MFDA Investor Protection Corporation, clarify existing requirements, and update incorrect cross-references.

The amendments are housekeeping in nature. A description and a copy of the amendments are contained in Chapter 13 of this OSC Bulletin.

Notice of Commission Approval -- Housekeeping Amendments to MFDA Rule 3 -- Financial and Operations Requirements

MUTUAL FUND DEALERS ASSOCIATION

OF CANADA (MFDA)

HOUSEKEEPING AMENDMENTS TO

MFDA RULE 3 --

FINANCIAL AND OPERATIONS REQUIREMENTS

NOTICE OF COMMISSION APPROVAL

The Ontario Securities Commission has approved amendments to MFDA Rule 3 -- Financial and Operations Requirements. In addition, the Alberta Securities Commission, Manitoba Securities Commission, New Brunswick Securities Commission, Nova Scotia Securities Commission and Saskatchewan Financial Services Commission approved, and the British Columbia Securities Commission did not object to the amendments.

The amendments clarify, update and address minor inconsistencies between terms used in the rule and terms used in other contexts, such as the Canadian Institute of Charted Accountants Handbook. The amendments also remove a provision no longer required to reflect the fact that the MFDA Investor Protection Corporation offers coverage only to Members of the MFDA.

The amendments are housekeeping in nature. A description and a copy of the amendments are contained in Chapter 13 of this OSC Bulletin.

OSC Staff Notice 51-706 - Corporate Finance Branch Report 2008 - Notice of Correction

OSC STAFF NOTICE 51-706 - CORPORATE FINANCE BRANCH REPORT 2008

NOTICE OF CORRECTION

On page 21 of the Corporate Finance Branch Report 2008, which was published with separate pagination following page 8692 in (2008), 31 OSCB 8692 on September 12, 2008, the text of the fourth bulleted item on the page read:

• A revised National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings was published in final form on August 15, 2008. The instrument is expected to be implemented on December 31, 2008.

The date was in error; the item should read:

• A revised National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings was published in final form on August 15, 2008. The instrument is expected to be implemented on December 15, 2008.

Notice of Ministerial Approval - Amendment to OSC Rule 31-502 Proficiency Requirements for Registrants

NOTICE OF MINISTERIAL APPROVAL

OF AMENDMENT TO

ONTARIO SECURITIES COMMISSION RULE 31-502

PROFICIENCY REQUIREMENTS FOR REGISTRANTS

On September 19, 2008, the Minister of Finance approved an amendment to Rule 31-502 Proficiency Requirements for Registrants that revises the post-registration proficiency requirements for salespersons of brokers, investment dealers or securities dealers.

The amendment was previously published in the Bulletin on August 1, 2008 at (2008) 31 OSCB 7631 and was published for comment on March 9, 2007 at (2007) 30 OSCB 2103.

The amendment will come into force on October 24, 2008 and a notice will be published in the Ontario Gazette prior to that date.

The amendment is published in Chapter 5 of this issue of the Bulletin and is available at www.osc.gov.on.ca.

Notice of Commission Approval -- Housekeeping Amendments to MFDA Policy No. 1 -- New Registrant Training and Supervision

MUTUAL FUND DEALERS ASSOCIATION OF CANADA (MFDA)

HOUSEKEEPING AMENDMENTS TO MFDA POLICY NO. 1 --

NEW REGISTRANT TRAINING AND SUPERVISION

NOTICE OF COMMISSION APPROVAL

The Ontario Securities Commission has approved amendments to MFDA Policy No. 1 -- New Registrant Training and Supervision. In addition, the Alberta Securities Commission, Manitoba Securities Commission, New Brunswick Securities Commission, Nova Scotia Securities Commission and Saskatchewan Financial Services Commission approved, and the British Columbia Securities Commission did not object to the amendments.

The amendments clarify that a branch manager must pre-approve all new accounts for newly registered salespersons before any trade is processed in the account.

The amendments are housekeeping in nature. A description and a copy of the amendments are contained in Chapter 13 of this OSC Bulletin.

Notice of Commission Approval -- Amendments to Section 11 of MFDA By-law No. 1 -- Member Approval Process

MUTUAL FUND DEALERS ASSOCIATION

OF CANADA (MFDA)

AMENDMENTS TO SECTION 11 OF

MFDA BY-LAW NO. 1 REGARDING

THE MEMBER APPROVAL PROCESS

NOTICE OF COMMISSION APPROVAL

The Ontario Securities Commission has approved amendments to Section 11 of MFDA By-law No. 1 regarding the Member approval process. In addition, the Alberta Securities Commission, Manitoba Securities Commission, New Brunswick Securities Commission, Nova Scotia Securities Commission and Saskatchewan Financial Services Commission approved, and the British Columbia Securities Commission did not object to the amendments. The amendments streamline and clarify the MFDA Member approval process, with the objective of ensuring that the membership application process remains fair and allows for due process, clarifies who the appropriate decision makers are, and is administratively and procedurally practical and efficient.

The MFDA's proposal was published for comment on September 21, 2007 at (2007) 30 OSCB 8174. Some non-material changes have been made to the MFDA's proposal since the time it was originally published. A blacklined version of the approved amendments are being published in Chapter 13 of this Bulletin.

Notice of Commission Approval -- Housekeeping Amendments to MFDA Rule 2.3 -- Power of Attorney / Limited Trading Authorization

MUTUAL FUND DEALERS ASSOCIATION

OF CANADA (MFDA)

HOUSEKEEPING AMENDMENTS TO

MFDA RULE 2.3 -- POWER OF ATTORNEY /

LIMITED TRADING AUTHORIZATION

NOTICE OF COMMISSION APPROVAL

The Ontario Securities Commission has approved amendments to MFDA Rule 2.3 -- Power of Attorney/Limited Trading Authorization. In addition, the Alberta Securities Commission, Manitoba Securities Commission, New Brunswick Securities Commission, Nova Scotia Securities Commission and Saskatchewan Financial Services Commission approved, and the British Columbia Securities Commission did not object to the amendments.

The amendments will require an Approved Person who accepts or acts upon a general power of attorney or similar authorization from a client, where the client is the Approved Person's spouse, parent, or child, to notify the Member of their acceptance of the power of attorney or similar authorization.

The amendments are housekeeping in nature. A description and a copy of the amendments are published in Chapter 13 of this OSC Bulletin.

Notice of Commission Approval -- Housekeeping Amendments to MFDA Rule 4 -- Insurance

MUTUAL FUND DEALERS ASSOCIATION

OF CANADA (MFDA)

HOUSEKEEPING AMENDMENTS TO

MFDA RULE 4 -- INSURANCE

NOTICE OF COMMISSION APPROVAL

The Ontario Securities Commission has approved amendments to MFDA Rule 4 -- Insurance. In addition, the Alberta Securities Commission, Manitoba Securities Commission, New Brunswick Securities Commission, Nova Scotia Securities Commission and Saskatchewan Financial Services Commission approved, and the British Columbia Securities Commission did not object to the amendments.

The amendments include minor changes to Rule 4.2 and Rule 4.3 to clarify the application of those rules. In addition, the amendments to Rule 4.7 provide that the limits under a Member's insurance policy may also be affected by claims made by a holding company of the Member, provided that the holding company does not carry on any business or own any investments other than its interest in the Member.

The amendments are housekeeping in nature. A description and a copy of the amendments are published in Chapter 13 of this OSC Bulletin.

Notice of Commission Approval -- Housekeeping Amendments to MFDA Rule 1.1.7 -- Business Names, Styles, Etc.

MUTUAL FUND DEALERS ASSOCIATION

OF CANADA (MFDA)

HOUSEKEEPING AMENDMENTS TO

MFDA RULE 1.1.7 --

BUSINESS NAMES, STYLES, ETC.

NOTICE OF COMMISSION APPROVAL

The Ontario Securities Commission has approved amendments to MFDA Rule 1.1.7 -- Business Names, Styles, Etc. In addition, the Alberta Securities Commission, Manitoba Securities Commission, New Brunswick Securities Commission, Nova Scotia Securities Commission and Saskatchewan Financial Services Commission approved, and the British Columbia Securities Commission did not object to the amendments.

The amendments clarify that the requirement in Rule 1.1.7(d) to notify the MFDA prior to the use of any business style or trade names other than the Member's legal name applies to any business style or trade names to be used by Approved Persons in connection with the business of the Member as well as business carried on by Approved Persons outside of the Member.

The amendments are housekeeping in nature. A description and a copy of the amendments are published in Chapter 13 of this OSC Bulletin.

Global Partners Capital 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

GLOBAL PARTNERS CAPITAL,

ASIA PACIFIC ENERGY, INC.,

1666475 ONTARIO INC. operating as

"ASIAN PACIFIC ENERGY", ALEX PIDGEON,

KIT CHING PAN also known as Christine Pan,

HAU WAI CHEUNG, also known as Peter Cheung,

Tony Cheung, Mike Davidson, or Peter McDonald,

GURDIP SINGH GAHUNIA also known as

Michael Gahunia or Shawn Miller,

BASIL MARCELLINIUS TOUSSAINT also known as

Peter Beckford, and RAFIQUE JIWANI

also known as Ralph Jay

NOTICE OF HEARING

(Sections 127 and 127.1)

TAKE NOTICE THAT the Ontario Securities Commission (the "Commission") will hold a hearing pursuant to sections 127 and 127.1 of the Ontario Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act") at the offices of the Commission at 20 Queen Street West, 17th Floor Hearing Room on Wednesday, October 1st, 2008 at 11 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 ss. 127 and 127.1 of the Act to order that:

(a) trading in any securities by Global Partners Capital ("Global Partners"), Asia Pacific Energy, Inc. ("Asia Pacific"), 1666475 Ontario Inc. operating as Asian Pacific Energy ("1666475"), Alex Pidgeon ("Pidgeon"), Kit Ching Pan also known as Christine Pan ("Pan"), Hau Wai Cheung also known as Peter Cheung, Tony Cheung, Mike Davidson, or Peter McDonald ("Cheung"), Gurdip Singh Gahunia also known as Michael Gahunia or Shawn Miller ("Gahunia"), Basil Marcellinius Toussaint also known as Peter Beckford ("Toussaint"), and Rafique Jiwani also known as Ralph Jay ("Jiwani") (collectively 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) each Respondent 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) Pan, Cheung, Pidgeon, Gahunia, Toussaint, and Jiwani (collectively the "Individual Respondents") resign one or more positions that they hold as a director or officer of any issuer, registrant, or investment fund manager;

(g) The Individual Respondents be prohibited from becoming or acting as a director or officer of any issuer, a registrant, an investment fund manager;

(h) the Respondents be prohibited from becoming or acting as a registrant, as an investment fund manager or as a promoter;

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

(j) the Respondents be ordered to pay the costs of the Commission investigation and the hearing;

(ii) 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,

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

BY REASON OF the allegations as set out in the Statement of Allegations of Staff of the Commission dated September 11, 2008 and such further additional allegations as counsel may advise and the Commission may permit;

AND BY REASON OF the evidence filed with the Commission and the testimony heard by the Commission;

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 11th day of September, 2008

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

GLOBAL PARTNERS CAPITAL,

ASIA PACIFIC ENERGY, INC.,

1666475 ONTARIO INC. operating as

"ASIAN PACIFIC ENERGY", ALEX PIDGEON,

KIT CHING PAN also known as Christine Pan,

HAU WAI CHEUNG, also known as Peter Cheung,

Tony Cheung, Mike Davidson, or Peter McDonald,

GURDIP SINGH GAHUNIA also known as

Michael Gahunia or Shawn Miller,

BASIL MARCELLINIUS TOUSSAINT also known as

Peter Beckford, and RAFIQUE JIWANI

also known as Ralph Jay

STATEMENT OF ALLEGATIONS

OF STAFF OF THE

ONTARIO SECURITIES COMMISSION

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

I. THE RESPONDENTS

1. Global Partners Capital ("Global Partners") is an unincorporated organization or business that operated in Toronto, Ontario.

2. Asia Pacific Energy, Inc. ("Asia Pacific") is a corporation that was registered in Nevada, U.S.A. that was incorporated on or about December 19, 2005.

3. 1666475 Ontario Inc. operating as "Asian Pacific Energy" ("1666475") is an Ontario corporation that was incorporated on or about July 13, 2005.

4. Alex Pidgeon ("Pidgeon") was the President and a registered director of Asia Pacific during the Material Time (as defined herein). Staff believe that Pidgeon resides in the State of Nevada, U.S.A.

5. Kit Ching Pan, also known as Christine Pan, ("Pan") is the President and sole registered director of 1666475.

6. Hau Wai Cheung, also known as Peter Cheung, Tony Cheung, Mike Davidson, or Peter McDonald, ("Cheung") is an officer or director of 1666475. Cheung was the President and a registered director of Asia Pacific during the Material Time.

7. Gurdip Singh Gahunia, also known as Michael Gahunia or Shawn Miller, ("Gahunia") was a co-manager and salesperson of Global Partners.

8. Basil Marcellinius Toussaint, also known as Peter Beckford, ("Toussaint") was a co-manager and salesperson of Global Partners.

9. Rafique Jiwani, also known as Ralph Jay, ("Jiwani") was a manager of Global Partners.

II. BACKGROUND TO ALLEGATIONS

• Trading in Securities of Asia Pacific

10. Staff allege that between February, 2006 and October, 2007 (the "Material Time"), Asia Pacific, Global Partners, 1666475, Pidgeon, Pan, Cheung, Gahunia, Toussaint, and Jiwani (collectively the "Respondents") traded securities of Asia Pacific.

11. Throughout the Material Time, none of the Respondents were registered in any capacity with the Commission.

12. The trades in Asia Pacific securities were trades in securities not previously issued and were therefore distributions. No preliminary prospectus or prospectus was filed and no receipts were issued for them by the Director to qualify the trading of Asia Pacific securities.

13. Global Partners purported to be a venture capital investment firm trading in various securities, including Asia Pacific. Throughout the Material Time, individuals, situated in premises in Ontario, claimed to be employed by Global Partners and sold Asia Pacific securities to investors.

14. Cheung, Gahunia, and Toussaint and other employees, representatives or agents of Global Partners contacted investors or potential investors by phone, and used aliases when speaking with investors or potential investors on the telephone. Some of the aliases used were: Sean Miller or Shawn Miller, Peter Beckford, and Gordon Scott.

15. Potential investors were sent information packages about Asia Pacific by e-mail, facsimile or mail.

16. The Respondents traded securities of Asia Pacific to Ontario residents and residents of other jurisdictions, primarily the United States, in circumstances where there were no exemptions available to them under the Act.

17. Cheung, Gahunia, and Toussaint and other employees, representatives or agents of Global Partners made representations or undertakings to potential investors and investors, with the intention of effecting trades, that:

(a) Asia Pacific shares would be repurchased or the purchase price would be refunded if the investor wished;

(b) Asia Pacific securities were about to be listed on a stock exchange; and,

(c) made undertakings relating to the future value or price of the Asia Pacific securities.

18. Asia Pacific securities were sold to over 110 investors and these investors sent over $2,200,000 (USD) to Asia Pacific.

19. After agreeing to invest, investors received a subscription agreement from Asia Pacific. The subscription agreement set out the quantity, unit price and total amount of investment. Investors were instructed to make cheques payable to Asia Pacific and to send the subscription agreement and cheques to an address in Dallas, Texas, U.S.A. The address in Dallas was a virtual office run by Regus/HQ Business Centres. Some investors were also given instructions on how to send their funds to Asia Pacific via wire transfer and did so.

20. Investors received a share certificate signed by Cheung for common shares in Asia Pacific.

21. The investor funds were deposited into one of three Asia Pacific bank accounts in the United States (the "U.S. Accounts"). The U.S. Accounts were all controlled by Pidgeon.

22. Pidgeon paid himself over $90,000 (USD) from the U.S. Accounts.

23. Between and including March 2006 and October 2007, over $2,000,000 (USD) was transferred from the U.S. Accounts to a U.S. dollar bank account in Canada held by 1666475 (the "1666475 USD Account"). Pan was the sole signatory on this account.

24. Over $1,000,000 (USD) was transferred from the 1666475 USD Account to a Canadian dollar account in Canada held by 1666475 (the "Canadian Account"). Pan was the sole signatory on the Canadian Account.

25. In 2006 and 2007, over $600,000 (USD) was removed from the 1666475 USD Account and paid out to individuals, including some of the Respondents, primarily as salary and commission.

26. In 2006 and 2007, over $520,000 was removed from the Canadian Account and paid out to individuals, including some of the Respondents, primarily as salary and commission.

27. Approximately $300,000 of investor funds was used to pay credit card bills for Pan from the Canadian Account.

• Fraudulent Conduct

28. Cheung, Gahunia, Toussaint, Pan and other employees, representatives or agents of Global Partners, during the Material Time, adopted high pressure sales approaches that included making prohibited representations and undertakings, as well as providing information to potential investors that was false, inaccurate and misleading, including:

(a) that Asia Pacific was about to go public and would be listed on a stock exchange;

(b) false, inaccurate and misleading information with respect to the business activities of Asia Pacific;

(c) false, inaccurate, and misleading content on the Asia Pacific website;

(d) false, inaccurate, and misleading information with respect to assets held by Asia Pacific;

(e) false, inaccurate, and misleading information with respect to the location of the business premises; and,

(f) using false names and aliases when communicating with potential investors and investors.

29. The false, inaccurate and misleading representations and undertakings were made with the intention of effecting trades in the securities of Asia Pacific.

30. Pan, Cheung, Gahunia, Toussaint, Jiwani and other employees, representatives or agents of Global Partners engaged in a course of conduct relating to securities that they knew or reasonably ought to have known would result in a fraud on investors.

31. Staff allege that Asia Pacific was, for the majority of the Material Time, not carrying on legitimate business operations and that their only significant source of funds was funds obtained from investors as a result of fraudulent conduct.

32. Pidgeon and Cheung, as directors or officers of Asia Pacific, authorized, permitted or acquiesced in the violations of Ontario securities laws that were committed by Asia Pacific or by the employees, agents or representatives of Asia Pacific.

33. Pan, Cheung, Gahunia, Toussaint, and Jiwani, as directors or officers of Global Partners, authorized, permitted or acquiesced in the violations of Ontario securities laws that were committed by Global Partners or by the employees, agents or representatives of Global Partners.

34. Pan and Cheung, as directors or officers of 1666475, authorized, permitted or acquiesced in the violations of Ontario securities laws that were committed by 1666475 or by the employees, agents or representatives of 1666475.

• Misleading Persons Appointed To Make An Investigation Or Examination

35. On November 1, 2007, Toussaint made statements to Staff that he was not involved in the sale of securities of Asia Pacific. Staff allege that the statements were, in a material respect and at the time and in the light of the circumstances under which they were made, misleading or untrue. Staff allege that Toussaint misled Staff with respect to his involvement in the sales of securities of Asia Pacific.

36. On January 28, 2008, Gahunia, made a statement to Staff that he never used the name Sean Miller at the Global Partners office. Staff allege that this statement, in a material respect and at the time and in the light of the circumstances under which it was made, was misleading or untrue. Staff allege that Gahunia used the alias Sean Miller or Shawn Miller when selling Asia Pacific securities to investors.

III. STAFF'S ALLEGATIONS -- Conduct Contrary to Ontario Securities Law and Contrary to the Public Interest

37. The specific allegations advanced by Staff are:

(a) Between and including February, 2006 and October, 2007, the Respondents engaged or participated in acts, practices or courses of conduct relating to Asia Pacific securities that the Respondents knew or reasonably ought to have known perpetrated a fraud on persons or companies, contrary to section 126.1(b) of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act") and contrary to the public interest;

(b) Between and including February, 2006 and October, 2007, the Respondents traded in securities of Asia Pacific without being registered to trade in securities, contrary to section 25(1)(a) of the Act and contrary to the public interest;

(c) Between and including February, 2006 and October, 2007, the Respondents traded in securities of Asia Pacific when a preliminary prospectus and a prospectus had not been filed and receipts had not been issued for them by the Director, contrary to section 53(1) of the Act and contrary to the public interest;

(d) Between and including February, 2006 and October, 2007, Cheung, Gahunia, and Toussaint, with the intention of effecting a trade in securities of Asia Pacific, made representations that the Asia Pacific securities would be repurchased or that the purchase price would be refunded, contrary to section 38(1) of the Act and contrary to the public interest;

(e) Between and including February, 2006 and October, 2007, Cheung, Gahunia, and Toussaint gave undertakings, with the intention of effecting a trade in securities of Asia Pacific, as to the future value or price of the securities of Asia Pacific, contrary to section 38(2) of the Act and contrary to the public interest;

(f) Between and including February, 2006 and October, 2007, Cheung, Gahunia, and Toussaint made representations without the written permission of the Director, with the intention of effecting a trade in securities of Asia Pacific, that such security would be listed on a stock exchange or quoted on any quotation and trade reporting system, contrary to section 38(3) of the Act and contrary to the public interest;

(g) Between and including February, 2006 and October, 2007, Pan, Cheung, Gahunia, Toussaint and Jiwani, being directors or officers of Global Partners, did authorize, permit or acquiesce in the commission of the violations of sections 126.1, 25, 53 and 38 of the Act, set out above, by Global Partners or by the employees, agents or representatives of Global Partners, which constitute offences under subsection 122(1)(c) of the Act, contrary to section 122(3) of the Act and contrary to the public interest;

(h) Between and including February, 2006 and October, 2007, Pidgeon and Cheung, being directors or officers of Asia Pacific, did authorize, permit or acquiesce in the commission of the violations of sections 126.1, 25, and 53 of the Act, set out above, by Asia Pacific or by the employees, agents or representatives of Asia Pacific, which constitute offences under subsection 122(1)(c) of the Act, contrary to section 122(3) of the Act and contrary to the public interest;

(i) Between and including February, 2006 and October, 2007, Pan and Cheung being directors or officers of 1666475, did authorize, permit or acquiesce in the commission of the violations of sections 126.1, 25, and 53 of the Act, set out above, by 1666475 or by the employees, agents or representatives of 1666475, which constitute offences under subsection 122(1)(c) of the Act, contrary to section 122(3) of the Act and contrary to the public interest;

(j) On or about November 1, 2007, Toussaint made statements, to Staff appointed to make an investigation or examination under the Act, during an examination conducted by Staff, that he was not involved in the sales of securities of Asia Pacific, that, in a material respect and at the time and in the light of the circumstances under which they were made, were misleading or untrue, contrary to section 122(1)(a) of the Act and contrary to the public interest; and,

(k) On or about January 28, 2008, Gahunia, made a statement, to Staff appointed to make an investigation or examination under the Act, during an examination conducted by Staff, that he never used the name Sean Miller at the Global Partners office, that, in a material respect and at the time and in the light of the circumstances under which it was made, was misleading or untrue and did thereby commit an offence, contrary to section 122(1)(a) of the Act and contrary to the public interest.

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

DATED at Toronto, September 11, 2008.

Settlement Agreements related to AiT Advanced Information Technologies Corporation and Bernard Jude Ashe Revoked

FOR IMMEDIATE RELEASE

September 17, 2008

SETTLEMENT AGREEMENTS RELATED TO AiT ADVANCED INFORMATION

TECHNOLOGIES CORPORATION AND BERNARD JUDE ASHE REVOKED

TORONTO -- Following an application by Staff, the Ontario Securities Commission (OSC) today issued an Order under Section 144 of the Securities Act revoking a previous Commission Order approving settlement agreements that had been entered into between Staff and AiT Advanced Information Technologies Corporation (AiT) and Bernard Jude Ashe.

"Logic and fairness dictate that these settlement agreements ought to be revoked," said the Chair of the Commission Panel, Patrick LeSage, Q.C.

On February 26, 2007, the Commission issued an Order approving settlement agreements between Staff of the Commission and AiT, and Staff of the Commission and Mr. Ashe. Following a contested hearing on the merits, the Commission dismissed allegations against another respondent in the matter, Deborah Weinstein on January 14, 2008. The Commission concluded at that time that AiT did not fail to make timely disclosure of a material change and did not contravene the Act and therefore the allegations against Ms. Weinstein were dismissed.

In the application, Staff submitted that identical facts formed the basis for the contested hearing involving Ms. Weinstein and the settlement agreements involving AiT and Mr. Ashe. If AiT did not contravene the Act, then Mr. Ashe and Ms. Weinstein could not be a party to AiT's violation of the Act.

The Commission Order is available on the OSC website at www.osc.gov.on.ca.

Canadian Securities Regulators Support Temporary Order Issued by OSC Prohibiting Short Selling

FOR IMMEDIATE RELEASE

September 19, 2008

CANADIAN SECURITIES REGULATORS SUPPORT

TEMPORARY ORDER ISSUED BY OSC

PROHIBITING SHORT SELLING

Toronto -- The Canadian Securities Administrators (CSA) indicated support today related to the issuance of a Temporary Order by the Ontario Securities Commission (OSC) prohibiting short selling of securities of certain financial sector issuers that are listed on the Toronto Stock Exchange (TSX) and are also interlisted in the United States (with the exception of one issuer whose shares are interchangeable).

"The CSA is supportive of the action taken by the OSC today," said Jean St-Gelais, Chair of the CSA and President & Chief Executive Officer of the Autorité des marchés financiers (Québec). "Other jurisdictions in the CSA will be taking similar action today, or in the coming days."

The CSA will also monitor trading in securities of other Canadian financial issuers and take action if necessary.

The OSC took the action in its capacity as lead regulator of the TSX. The action taken by the OSC today supports the action taken by the U.S. Securities and Exchange Commission earlier today. The U.K. Financial Services Authority took similar action this week.

The issuers affected are: Aberdeen Asia-Pacific Income Investment Company Ltd., Bank of Montreal, The Bank of Nova Scotia, Canadian Imperial Bank of Commerce, Fairfax Financial Holdings Limited, Kingsway Financial Services Inc., Manulife Financial Corporation, Quest Capital Corp., Royal Bank of Canada, Sun Life Financial Inc., Thomas Weisel Partners Group Inc., The Toronto-Dominion Bank, and Merrill Lynch & Co., Canada Ltd.

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:

For media inquiries:

OSC Amends Temporary Order Prohibiting Short Selling

FOR IMMEDIATE RELEASE

September 22, 2008

OSC AMENDS TEMPORARY ORDER

PROHIBITING SHORT SELLING

TORONTO -- The Ontario Securities Commission (OSC) today issued an amended Temporary Order under Section 144 of the Securities Act prohibiting short selling of certain financial sector issuers. This follows a Temporary Order under Section 127 (5) of the Act prohibiting short selling of securities of certain financial sector issuers that are listed on the Toronto Stock Exchange (TSX) and are also interlisted in the United States (with the exception of one issuer whose shares are exchangeable).

The original Order was issued as a precautionary matter with respect to short selling of the securities of financial sector issuers subject to the U.S. Securities and Exchange Commission (SEC) short selling order dated September 18, 2008, and to ensure that our markets are not used for purposes of regulatory arbitrage.

The OSC is acting in its capacity as lead regulator of the TSX. The amended Order is intended to address technical and operational matters that have arisen, or may arise, from the original Order, and supports action taken by the SEC on September 21, 2008, whereby it made similar amendments.

The OSC is a member of the Canadian Securities Administrators (CSA), which is the council of the securities regulators of Canada's provinces and territories. Other CSA members are examining the original and amended Orders and may issue similar Orders in the coming days.

The issuers affected by the original and amended Orders are: Aberdeen Asia-Pacific Income Investment Company Ltd., Bank of Montreal, The Bank of Nova Scotia, Canadian Imperial Bank of Commerce, Fairfax Financial Holdings Limited, Kingsway Financial Services Inc., Manulife Financial Corporation, Quest Capital Corp., Royal Bank of Canada, Sun Life Financial Inc., Thomas Weisel Partners Group Inc., The Toronto-Dominion Bank, and Merrill Lynch & Co., Canada Ltd.

The amended Order will be in effect until October 3, 2008, unless extended by Order of the Commission. The amended Order is available on the OSC website at www.osc.gov.on.ca.

New Life Capital Corp. et al.

FOR IMMEDIATE RELEASE

September 19, 2008

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

NEW LIFE CAPITAL CORP.,

NEW LIFE CAPITAL INVESTMENTS INC.,

NEW LIFE CAPITAL ADVANTAGE INC.,

NEW LIFE CAPITAL STRATEGIES INC.,

1660690 ONTARIO LTD., L. JEFFREY POGACHAR,

PAOLA LOMBARDI AND ALAN S. PRICE

TORONTO -- The Commission issued an Order extending the Temporary Order to October 15, 2008 in the above named matter.

The hearing is adjourned to October 14, 2008 at 2:30 p.m.

A copy of the Order dated September 19, 2008 is available at www.osc.gov.on.ca.

XI Biofuels Inc. et al.

FOR IMMEDIATE RELEASE

September 19, 2008

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

XI BIOFUELS INC., BIOMAXX SYSTEMS INC.,

RONALD DAVID CROWE AND VERNON P. SMITH

AND

IN THE MATTER OF

XIIVA HOLDINGS INC. CARRYING ON BUSINESS

AS XIIVA HOLDINGS INC., XI ENERGY COMPANY,

XI ENERGY AND XI BIOFUELS

TORONTO -- The Commission issued an Order today which provides that the Temporary Orders are extended to October 22, 2008 and the Xi Hearing and the Xiiva Hearing for the extension of the Temporary Orders are adjourned to October 21, 2008 at 10:00 a.m.

A copy of the Order dated September 19, 2008 is available at www.osc.gov.on.ca.

Global Partners Capital et al.

FOR IMMEDIATE RELEASE

September 23, 2008

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

GLOBAL PARTNERS CAPITAL,

ASIA PACIFIC ENERGY, INC.,

1666475 ONTARIO INC. operating as

"ASIAN PACIFIC ENERGY", ALEX PIDGEON,

KIT CHING PAN also known as Christine Pan,

HAU WAI CHEUNG, also known as Peter Cheung,

Tony Cheung, Mike Davidson, or Peter McDonald,

GURDIP SINGH GAHUNIA also known as

Michael Gahunia or Shawn Miller,

BASIL MARCELLINIUS TOUSSAINT also known as

Peter Beckford, and RAFIQUE JIWANI

also known as Ralph Jay

TORONTO -- The Office of the Secretary issued a Notice of Hearing in the above named matter setting the matter down to be heard on Wednesday, October 1st, 2008 at 11 a.m., or as soon thereafter as the hearing can be held.

A copy of the Notice of Hearing dated September 11, 2008 and Statement of Allegations of Staff of the Ontario Securities Commission dated September 11, 2008 are available at www.osc.gov.on.ca.

Chapter 2 -- Decisions, Orders and Rulings

Upper Lake Oil and Gas Ltd. and Monterey Exploration Ltd.

Headnote

National Policy 11-203 Process For Exemptive Relief Applications in Multiple Jurisdictions - request for exemption from Item 14.2 of 51-102F5 Information Circular to provide certain financial statement disclosure in an information circular - Filer completing a business combination with a private issuer that underwent a fundamental change in the nature of its business or operations and a change in all of its executive officers and directors - relief granted, subject to conditions.

Applicable Legislative Provisions

National Instrument 51-102 Continuous Disclosure Obligations, s. 13.1.

51-102F5 Information Circular, Item 14.2.

Citation: Upper Lake Oil and Gas Ltd. and Monterey Exploration Ltd., 2008 ABASC 471

July 31, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ALBERTA AND ONTARIO

(the Jurisdictions)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

UPPER LAKE OIL AND GAS LTD.

(Upper Lake)

and

MONTEREY EXPLORATION LTD.

(Monterey, and together with Upper Lake, the Filers)

DECISION

Background

The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) has received an application from the Filers for a decision under the securities legislation of the Jurisdictions (the Legislation) exempting the Filers from the requirement under the Legislation to provide financial statement disclosure with respect to Monterey for the year ended December 31, 2005 (the 2005 Financial Statements) in the management information circular (the Information Circular) prepared by the Filers and delivered to the holders (Upper Lake Shareholders) of common shares (Upper Lake Shares) and options (Upper Lake Options) of Upper Lake (Upper Lake Optionholders) and together with the Upper Lake Shareholders (the Upper Lake Securityholders), in connection with the special meeting (Special Meeting) of Upper Lake Securityholders scheduled to be held on August 29, 2008 (collectively, the Exemption Sought).

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

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

(b) the Filers have provided notice that Subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Saskatchewan, Manitoba, Québec and New Brunswick; and

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

Interpretation

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

Representations

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

Upper Lake

1. Upper Lake is a corporation incorporated under the laws of the Province of Alberta. The principal office of Upper Lake is located in Calgary, Alberta.

2. Upper Lake is engaged in the exploration, development and production of oil and natural gas in western Canada.

3. Upper Lake is a reporting issuer or the equivalent under the securities legislation of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec and New Brunswick. To its knowledge, Upper Lake is not in default of securities legislation in any jurisdiction of Canada.

4. The Upper Lake Shares are listed on the Toronto Stock Exchange (the TSX) under the symbol "UP".

5. Upper Lake has filed an "AIF" and has "current annual financial statements" (as such terms are defined in National Instrument 44-101 Short Form Prospectus Distributions (NI 44-101)) for the financial year ended December 31, 2007.

Monterey

1. Monterey is a corporation continued under the laws of the Province of Alberta. The principal office of Monterey is located in Calgary Alberta.

2. Monterey is engaged in the exploration, development and production of oil and natural gas in western Canada.

3. Monterey is privately held and is not a reporting issuer in any jurisdiction. To its knowledge, Monterey is not in default of applicable securities legislation in any jurisdiction of Canada.

4. The Monterey Shares are not listed or posted for trading on any exchange or quotation and trade reporting system.

5. Monterey is the successor of 608841 New Brunswick Ltd. (608 New Brunswick), which is in turn, the successor of Mirant Canada Energy Marketing Investments, Inc. (Mirant Investments). 608 New Brunswick and Mirant Investments are referred to herein, collectively, as the "Monterey Predecessors".

Monterey Predecessors

1. Mirant Investments was incorporated under the laws of the Province of Alberta on September 18, 2001 and was subsequently continued into New Brunswick on