Ontario Securities Commission Bulletin

Issue 32/35 - August 28, 2009

Ont. Sec. Bull. Issue 32/35

Table of Contents

Chapter 1 - Notices / News Releases

Notices

• Current Proceedings Before The Ontario Securities Commission

Notices from the Office of the Secretary

• Gold-Quest International et al.

• Gold-Quest International et al.

• InterRent Real Estate Investment Trust

• MI Developments Inc.

• Goldbridge Financial Inc. et al.

• MI Developments Inc.

• InterRent Real Estate Investment Trust

Chapter 2 - Decisions, Orders and Rulings

Decisions

• Doorway Capital Corp. -- s. 1(10)

• Acadian Asset Management LLC -- s. 7.1(1) of NI 33-109 Registration Information

• Claymore Investments, Inc. et al.

• CIBC Asset Management Inc. et al.

• Canadian Revolving Auto Floorplan Trust

• Goodman & Company, Investment Counsel Ltd. et al.

Orders

• Gold-Quest International et al. -- ss. 127(1), 127(8)

• Gold-Quest International et al. -- s. 127

• InterRent Real Estate Investment Trust -- Rule 1.8 of the OSC Rules of Procedure

• MI Developments Inc. and Fair Enterprise Limited -- ss. 104(1), 127

• MI Developments Inc. and Magna Entertainment Corp. -- ss. 104(1), 127

• Goldbridge Financial Inc. et al. -- ss. 127(1), 127(2)

• Dimensional Fund Advisors Canada ULC -- ss. 78(1), 80 of the CFA

• MI Developments Inc.

• HMZ Metals Inc. -- s. 144

• MMX Mineração e Metálicos S.A. -- s. 1(10)(b)

Chapter 3 - Reasons: Decisions, Orders and Rulings

OSC Decisions, Orders and Rulings

• InterRent Real Estate Investment Trust -- ss. 8, 21.7

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

• MFDA Issues Notice of Settlement Hearing Regarding De Thomas Financial Corp.

• MFDA Sets Date for Next Appearance in the Matter of William T. Gillick

• MFDA Hearing Panel Approves Settlement Agreement with Alden M. Kaley

• MFDA Sets Date for Daniel L. E. Moyaert Hearing in Toronto, Ontario

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

Chapter 1 -- Notices / News Releases

Current Proceedings Before The Ontario Securities Commission

AUGUST 28, 2009

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

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

Global Petroleum Strategies, LLC, Petroleum Unlimited, LLC, Aurora Escrow Services, LLC, John Andrew, Vincent Cataldi, Charlotte Chambers, Carl Dylan, James Eulo, Richard Garcia, Troy Gray, Jim Kaufman, Timothy Kaufman, Chris Harris, Morgan Kimmel, Roger A. Kimmel, Jr., Erik Luna, Mitch Malizio, Adam Mills, Jenna Pelusio, Rosemary Salveggi, Stephen J. Shore and Chris Spinler

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

Gold-Quest International et al.

FOR IMMEDIATE RELEASE

August 20, 2009

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 -- Following a hearing held today, the Commission issued an Order which provides that (1) the Amended Temporary Order against Gold-Quest and the Ontario Respondents is extended to October 13, 2009 on the terms and conditions set forth in the Amended Temporary Order; and (2) a hearing to extend the Amended Temporary Order shall be held on October 9, 2009 at 10:00 a.m. or such other date as is agreed by the parties and determined by the Office of the Secretary.

A copy of the Order dated August 20, 2009 is available at www.osc.gov.on.ca.

Gold-Quest International et al.

FOR IMMEDIATE RELEASE

August 20, 2009

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

GOLD-QUEST INTERNATIONAL,

1725587 ONTARIO INC. carrying on business as

HEALTH AND HARMONEY,

HARMONEY CLUB INC.,

DONALD IAIN BUCHANAN, LISA BUCHANAN AND

SANDRA GALE

TORONTO -- Following a hearing held today, the Commission issued an Order adjourning the hearing to October 9, 2009 at 10:00 a.m. or such other date as is agreed by the parties and determined by the Office of the Secretary for the purpose of having a pre-hearing conference, the TCTO Hearing, and for any other purpose that the parties may advise the Office of the Secretary.

A copy of the Order dated August 20, 2009 is available at www.osc.gov.on.ca.

InterRent Real Estate Investment Trust

FOR IMMEDIATE RELEASE

August 21, 2009

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

INTERRENT REAL ESTATE INVESTMENT TRUST

AND

IN THE MATTER OF

DECISIONS OF THE TORONTO STOCK EXCHANGE

TORONTO -- The Commission issued an Order which provides that CLV Group Inc. is granted full intervenor status in the Hearing and Review of the TSX decisions at issue pursuant to Rules 1.8 and 3 of the Ontario Securities Commission -- Rules of Procedure.

A copy of the Order dated August 17, 2009 is available at www.osc.gov.on.ca.

MI Developments Inc.

FOR IMMEDIATE RELEASE

August 21, 2009

IN THE MATTER OF

THE SECURITIES ACT,

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

(the "Act")

AND

IN THE MATTER OF

MI DEVELOPMENTS INC.

("MID")

TORONTO -- Following a motion hearing held on August 19, 2009, the Commission issued orders granting limited intervenor status to Magna Entertainment Corp. and Fair Enterprise Limited.

A copy of the Orders dated August 20, 2009 are available at www.osc.gov.on.ca.

Goldbridge Financial Inc. et al.

FOR IMMEDIATE RELEASE

August 24, 2009

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

GOLDBRIDGE FINANCIAL INC.,

WESLEY WAYNE WEBER AND

SHAWN C. LESPERANCE

TORONTO -- Following a hearing held today, the Commission issued an Order which provides that this matter shall be adjourned to September 21, 2009, at 9:00 a.m. to receive a status update on the Statement of Allegations and Notice of Hearing and to address any other pre-hearing matters to ensure the Hearing on the Merits proceeds as scheduled.

A copy of the Order dated August 24, 2009 is available at www.osc.gov.on.ca.

MI Developments Inc.

FOR IMMEDIATE RELEASE

August 25, 2009

IN THE MATTER OF

THE SECURITIES ACT,

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

(the "Act")

AND

IN THE MATTER OF

MI DEVELOPMENTS INC.

("MID")

TORONTO -- Following a motion hearing held on August 19, 2009, the Commission issued a Protective Order in the above named matter.

A copy of the Protective Order dated August 21, 2009 is available at www.osc.gov.on.ca.

InterRent Real Estate Investment Trust

FOR IMMEDIATE RELEASE

August 26, 2009

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

INTERRENT REAL ESTATE INVESTMENT TRUST

AND

IN THE MATTER OF

DECISIONS OF THE TORONTO STOCK EXCHANGE

TORONTO -- The Commission issued its Decision in the above matter.

A copy of the Decision dated August 26, 2009 is available at www.osc.gov.on.ca.

Chapter 2 -- Decisions, Orders and Rulings

Doorway Capital Corp. -- s. 1(10)

Headnote

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

Ontario Statutes

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

August 20, 2009

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:

• 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;

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

• 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

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

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

Acadian Asset Management LLC -- s. 7.1(1) of NI 33-109 Registration Information

Headnote

Application pursuant to section 7.1 of NI 33-109 that the Applicant be relieved from the Form 33-109F4 requirements in respect of certain of its Nominal Officers. The exempted officers are without significant authority over any part of the Applicant's operations and have no connection with its Ontario operation. The Applicant is still required to submit a Form 33-109F4 on behalf of each of its directing minds, who are certain Executive Officers, and its Registered Individuals who are those officers involved in the Ontario business activities.

Statutes Cited

Securities Act (Ontario), R.S.O. 1990, c. S.5, as am., s. 147.

Rules Cited

National Instrument 33-109 Registration Information.

August 24, 2009

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

ACADIAN ASSET MANAGEMENT LLC

DECISION

(Subsection 7.1(1) of National Instrument 33-109)

UPON the application (the Application) of Acadian Asset Management LLC (the Applicant) to the Ontario Securities Commission (the Commission) pursuant to section 7.1 of National Instrument 33-109 Registration Information (NI 33-109) for an exemption from the requirement in subsection 2.1(c) and section 3.3 of NI 33-109 that the Applicant submit a completed Form 33-109F4 for all Permitted Individuals (as defined below) of the Applicant in connection with the Applicant's registration as an adviser in the category of non-Canadian adviser (investment counsel and portfolio manager) (NCA);

AND UPON considering the Application and the recommendation of staff of the Commission;

AND UPON the Applicant having represented to the Director that:

1. The Applicant is a limited liability company formed under the laws of the State of Delaware in the United States of America and is an indirect, wholly-owned subsidiary of Old Mutual plc, which is a publicly-traded company listed on the London Stock Exchange. The head office of the Applicant is located in Boston, Massachusetts, United States of America.

2. The Applicant has applied for an upgrade of its registration under the Securities Act (Ontario) (the Act) from that of an adviser in the category of international adviser (investment counsel and portfolio manager) to an adviser in the category of NCA.

3. The Applicant is currently registered as an investment adviser with the United States Securities and Exchange Commission. The Applicant is registered with, or authorized to conduct business pursuant to an exemption by, the following securities regulatory authorities:

(a) the Alberta Securities Commission as an adviser in the categories of investment counsel and portfolio manager (foreign);

(b) the British Columbia Securities Commission as an adviser in the categories of investment counsel and portfolio manager (foreign);

(c) the Australian Securities and Investments Commission;

(d) the Irish Financial Services Regulatory Authority;

(e) the Kanto Financial Bureau of the Ministry of Finance in Japan;

(f) the Financial Supervisory Commission in South Korea; and

(g) the United States Commodities and Futures Trading Commission as a commodity pool operator and commodity trading adviser.

4. The Applicant provides investment management services to institutional clients on a global basis.

5. Less than 5% of the aggregate consolidated gross revenues from advisory activities of the Applicant in any one financial year would be expected to arise from the Applicant acting as an adviser for clients in Ontario.

6. Pursuant to NI 33-109, an NCA is required to submit, in accordance with National Instrument 31-102 National Registration Database (NI 31-102), a completed Form 33-109F4 for each permitted individual of the Applicant, including all directors and officers who have not applied to become registered individuals of the Applicant under subsection 2.2(1) of NI 33-109. The definition of "permitted individual" in NI 33-109 includes, among others, a director or officer of a firm.

7. All individuals who intend to act as an adviser in respect of securities in Ontario on behalf of the Applicant and who are officers of the Applicant, are, or will seek to become, registered as advising officers (the Registered Individuals) in accordance with the registration requirement under subsection 25(1) of the Act and the requirements of NI 31-102, by submitting a Form 33-109F4 completed with all the information required for a Registered Individual.

8. Other than the Executive Officers (as defined below), the Applicant's remaining officers would not reasonably be considered to be senior officers of the Applicant from a functional point of view. These officers (the Nominal Officers) have the title "vice-president" or a similar title but are not in charge of a principal business unit, division or function of the Applicant and, in any event, are not, or will not be, involved or have oversight of, or direction over, the Applicant's advisory activities in Ontario. The Applicant considers its permitted individuals (the Permitted Individuals) who have obtained, or will be seeking, non-advising officer status (the Executive Officers) as the holders of its most senior executive positions and/or are the individuals that are in direct contact with its Canadian clients from a marketing or direct client relationship perspective.

9. There are currently no individuals who would be included in the definition of "permitted individual" by reason of an ownership interest in the Applicant or other criteria set out in NI 33-109.

10. The Applicant seeks relief from the requirement to submit Form 33-109F4s for the Nominal Officers. The Applicant proposes to submit Form 33-109F4s on behalf of each of its Executive Officers completed with all the information required for a Permitted Individual. The Applicant also proposes to submit a Form 33-109F4 for the individual at any point in time who is its Chief Compliance Officer under its NCA registration.

11. In the absence of the requested relief, NI 33-109 would require that in conjunction with the Applicant's NCA registration, the Applicant submit a completed Form 33-109F4 for each of its Nominal Officers, rather than limiting this filing requirement to the much smaller number of Executive Officers. In addition, the Applicant would be required to submit a completed Form 33-109F4 for any additional new Nominal Officer, if the requested exemption is not granted. The information contained in the filed Form 33-109F4s would also need to be monitored on a constant basis to ensure that notices of change were submitted in accordance with the requirements of section 5.1 of NI 33-109 and that all information was kept current.

12. Given the relatively limited scope of the Applicant's activities in Ontario and given that the Nominal Officers will not have any involvement in the Applicant's Ontario activities, the preparation and filing of Form 33-109F4s on behalf of each Nominal Officer would achieve no regulatory purpose, while imposing an unwarranted administrative and compliance burden on the Applicant.

AND WHEREAS the Director is satisfied that it would not be prejudicial to the public interest to make the requested Order on the basis of the terms and conditions proposed;

IT IS ORDERED pursuant to section 7.1 of NI 33-109 that the Applicant is exempt from the requirement in subsection 2.1(c) of NI 33-109 and section 3.3 of NI 33-109 to submit a completed Form 33-109F4 for each of its Permitted Individuals who are Nominal Officers not involved in its Ontario business, provided that at no time will the Nominal Officers include any Executive Officer or Chief Compliance Officer, or other officer who will be involved in, or have oversight of, the Applicant's activities in Ontario in any capacity.

August 24, 2009

Claymore Investments, Inc. et al.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Approval of a change of control of a mutual fund manager and abridgement of the related 60 day notice requirement to 45 days -- Decision subject to no changes being made to management, administration and portfolio management of the funds for a period of 60 days subsequent to notice provided to unitholders of the funds -- Notice period abridgement granted based on fact specific circumstances and is not to be used as a precedent.

Applicable Legislative Provisions

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

August 24, 2009

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO

(the Jurisdiction)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

CLAYMORE INVESTMENTS, INC.,

GUGGENHEIM PARTNERS, LLC

AND THEIR RESPECTIVE AFFILIATES

AND ASSOCIATES

(collectively, the Filers)

AND

THE INVESTMENT FUNDS LISTED IN SCHEDULE "A"

(collectively, the Funds)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filers for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) for (a) approval of the change of control of Claymore Investments, Inc. (the Manager) as contemplated by subsection 5.5(2) of National Instrument 81-102 -- Mutual Funds (NI 81-102) (the Approval Sought) and (b) an abridgement from 60 days to 45 days of the period for providing advance notice to the Funds' securityholders of the change of control of the Manager required pursuant to subsection 5.8(1) of NI 81-102 (the Exemption Sought).

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

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

(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 -- Passport System (MI 11-102) is intended to be relied upon in all of the provinces and territories of Canada other than Ontario (together with Ontario, the Jurisdictions).

Interpretation

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

Representations

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

The Merger

1. Claymore Group Inc., Claymore Holdings LLC (which is an indirect subsidiary of Guggenheim Partners, LLC) and Guggclay Acquisition, Inc. (Acquisition Corp.) have entered into an agreement and plan of merger dated as of July 17, 2009 (the Merger Agreement) pursuant to which Acquisition Corp. will merge with and into Claymore Group Inc. on or about September 30, 2009, upon which the separate corporate existence of Acquisition Corp. will cease and Claymore Group Inc. will continue as the surviving corporation (the Merger). The completion of the Merger is subject to the satisfaction of closing conditions, which include the obtaining of all required regulatory approvals. The Merger will result in a change of control of the Manager.

The Manager, Claymore Group Inc. and the Funds

2. The Manager is incorporated under the Canada Business Corporations Act and is the manager and trustee of the Funds and is responsible for the administration of the Funds. The Manager is registered in Ontario as an advisor in the categories of investment counsel and portfolio manager and as a dealer in the category of limited market dealer, and is registered as an investment adviser with the U.S. Securities and Exchange Commission under the Investment Advisers Act of 1940.

3. The Manager is a subsidiary of Claymore Group Inc., a financial services and asset management company based in the Chicago, Illinois area. Claymore Group Inc. and its affiliates have approximately 176 employees in North America and, as of April 30, 2009, were providing supervisory, management or distribution-related services to exchange-traded funds, closed-end funds and unit investments trusts with combined assets of approximately U.S.$11 billion.

4. The Funds (other than Big Bank Big Oil Split Corp., which is not in continuous distribution) are qualified for continuous distribution in each of the provinces and territories of Canada. Neither the Manager nor any of the Funds is in default of the securities legislation of any province or territory of Canada.

Ownership of Shares of Claymore Group Inc.

5. All the shares of Claymore Group Inc. are currently owned directly or indirectly by employees or former employees of Claymore Group Inc. or its affiliates.

Acquisition Corp.

6. Acquisition Corp. was incorporated as an indirect subsidiary of Guggenheim Partners, LLC under the laws of Delaware for the purpose of completing the Merger. To date, Acquisition Corp. has not engaged in any activities other than those incidental to its organization, the entering into of the Merger Agreement and the performance of its obligations thereunder.

Guggenheim Partners, LLC

7. Guggenheim Partners, LLC is a limited liability company formed under the laws of Delaware. It is a global, independent, privately held, diversified financial services firm with more than U.S.$100 billion in assets under supervision. Guggenheim Partners, LLC employs approximately 800 professionals located in 20 cities around the world with principal offices in Chicago, New York, Los Angeles, London, Dublin, Geneva, Dubai, Hong Kong, Singapore and Mumbai.

8. The business address for Guggenheim Partners, LLC is 227 W. Monroe Street, Suite 4900, Chicago, Illinois, 60606.

9. Guggenheim Investment Management, LLC is an indirect subsidiary of Guggenheim Partners, LLC and is registered in Ontario as an advisor in the categories of investment counsel and portfolio manager. Guggenheim Securities, LLC is an indirect subsidiary of Guggenheim Partners, LLC and is registered in Ontario as a dealer in the category of international dealer. The Filers are advised that neither Guggenheim Investment Management, LLC nor Guggenheim Securities, LLC is in default of the securities legislation of Ontario. Guggenheim Partners, LLC indirectly owns 30% of Logan Circle Partners, L.P., which is registered in Ontario in the categories of investment counsel and portfolio manager.

10. Following the completion of the Merger, the Manager will be a direct, wholly-owned subsidiary of the surviving Claymore Group Inc. entity, which in turn will be a direct, wholly-owned subsidiary of Claymore Holdings, LLC. Claymore Holdings, LLC is an indirect subsidiary of Guggenheim Partners, LLC.

11. Both Claymore Group Inc. and Guggenheim Partners, LLC have considerable experience in the asset management and investment funds industry.

12. Guggenheim Partners, LLC currently intends to maintain the Funds as a separately managed fund family and continue the operations of the Manager substantially as operated. It is currently anticipated that the role of the Manager as manager of the Funds will not change following the Merger. The change of control of the Manager will not materially affect the operation and administration of the Funds.

13. The Filers do not foresee that the Merger will give rise to any material conflicts of interest.

14. No changes are currently contemplated to the officers or directors of the Manager.

15. Upon the change of control of the Manager, all current members of the Independent Review Committee for the Funds will cease to be members of the Independent Review Committee by operation of section 3.10(1)(c) of National Instrument 81-107 -- Independent Review Committee for Investment Funds (NI 81-107) and, subject to their consent, are expected to be subsequently reappointed as members of the Independent Review Committee as contemplated in the commentary to Sections 3.3(5) and 3.10 of NI 81-107.

16. A press release announcing the Merger was released on July 31, 2009. Notice of the proposed change of control of the Manager was mailed to securityholders of the Funds as soon as reasonably possible given the requirements and the time needed for conducting a mailing to securityholders, which was on August 14, 2009 (the Notice Date). The Filers believe that securityholders of the Funds have been provided with sufficient notice of the Merger.

17. While the Merger will result in a change of control of the Manager, the Merger is not expected to have any negative impact on the management of the Funds, and the Filers believe that the change of control of the Manager and the abridgement of the period for providing advance notice to Funds securityholders of the change of control of the Manager will allow the parties to meet their commercial objectives for the transaction and the Funds and will not be prejudicial to the interests of the Funds' securityholders.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

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

(a) the Approval Sought is granted; and

(b) the Exemption Sought is granted provided that:

(i) the securityholders of the Funds are given at least 45 days notice of the Change of Control; and

(ii) no changes are made to the management, administration or portfolio management of the Funds for at least 60 days following the Notice Date.

SCHEDULE "A"

CLAYMORE FUNDS

CIBC Asset Management Inc. et al.

Headnote

NP 11- 203 -- Coordinated Review -- Exemptive relief granted to mutual funds allowing a 20-day extension of the prospectus lapse date -- Extension of lapse date granted to facilitate a single renewal date for all the mutual funds under common management -- Securities Act (Ontario).

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5).

August 20, 2009

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,

MANITOBA, ONTARIO, QUEBEC, NEW BRUNSWICK,

NOVA SCOTIA, PRINCE EDWARD ISLAND,

NEWFOUNLAND AND LABRADOR,

NORTHWEST TERRITORIES, YUKON

AND NUNAVUT

(the Jurisdictions)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

CIBC ASSET MANAGEMENT INC.

(the Filer )

AND

IN THE MATTER OF

THE RENAISSANCE INVESTMENTS

FAMILY OF FUNDS

LISTED IN APPENDIX "A"

(the Funds)

DECISION

Background

The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Maker) has received an application from the Filer on behalf of the Funds for a decision under the securities legislation of the Jurisdictions (the Legislation) that the time limits for the renewal of the simplified prospectus of the Funds dated September 15, 2009, as amended (the Prospectus), be extended to those time limits that would be applicable if the lapse date was October 4, 2009 (the Exemption Sought).

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

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

(b) the decision is the decision of the principal regulator and evidences the decision of each other Decision Maker.

Interpretation

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

Representations

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

1. The Filer is a corporation established under the laws of Canada and is the manager and trustee of each of the Funds. The head office of the Filer is located in Ontario.

2. The Funds are open-ended mutual funds trusts established under the laws of the Province of Ontario pursuant to an amended and restated master declaration of trust dated as of June 27, 2006, as further amended.

3. Each of the Funds is a reporting issuer in each of the Jurisdictions and, to the knowledge of the Filer, is not in default in any of the Jurisdictions of any requirements of applicable securities legislation.

4. Each of the Funds currently distributes its securities in each of the Jurisdictions on a continuous basis pursuant to a simplified prospectus and annual information form dated September 15, 2008, as amended by amendment no. 1 dated May 5, 2009, which have been filed and receipted in each of the Jurisdictions.

5. Pursuant to the Legislation, the lapse date (the Lapse Date) for the distribution of securities of the Funds is September 15, 2009.

6. Pursuant to the Legislation, provided a pro forma simplified prospectus is filed 30 days prior to September 15, 2009 (August 16, 2009), a final version is filed by September 25, 2009, and a receipt for the simplified prospectus is issued by the securities regulatory authorities by October 5, 2009, the securities of the Funds may continue to be distributed without interruption during the prospectus renewal period after the Lapse Date.

7. The Filer is proposing to create two new funds (the New Funds) and to file a combined preliminary and pro forma simplified prospectus and annual information form for the Funds that will be a pro forma filing for the existing series of the existing Funds and a preliminary filing for series of the New Funds. The Filer is currently considering issues associated with the structure of the New Funds and has determined that it needs additional time to complete its internal review of these issues before filing the combined preliminary and pro forma simplified prospectus.

8. For cost and administrative considerations, the Filer wishes to offer all funds in the Renaissance Investments family of funds under one simplified prospectus.

9. The Exemption Sought will permit the renewal simplified prospectus of the Funds to include the New Funds.

10. If the Exemptive Sought is granted, a combined preliminary and pro forma simplified prospectus and a final simplified prospectus will be filed by September 4, 2009 and October 14, 2009, respectively, in accordance with the time limits for renewal of the Prospectus.

11. There have been no material changes in the affairs of any of the Funds since the filing of the September 15, 2008 Prospectus other than those for which amendments have been filed. Accordingly, the Prospectus represents the current information regarding each of the Funds.

12. If the Exemption Sought is not granted, the Filer will be required to file the renewal pro forma prospectus for the existing Funds and a separate preliminary prospectus for the New Funds. Requiring the New Funds to be in a separate prospectus will increase the administrative costs of offering the Renaissance Investments family of mutual funds.

13. The Exemption Sought is for an extension of a limited period of 20 days.

14. The Exemption Sought will not affect the accuracy of the information contained in the Prospectus and therefore will not be prejudicial to the public interest.

Decision

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

The decision of the Decision Maker under the Legislation is that the Exemption Sought is granted.

APPENDIX "A"

Renaissance Investments family of funds

Canadian Revolving Auto Floorplan Trust

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Issuer is not a reporting issuer -- Filer has no publicly held securities -- Filer did not provide the British Columbia Securities Commission with a notice of surrender containing the prescribed representations as it wanted to avoid applicable waiting period.

Applicable Legislative Provisions

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

August 25, 2009

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,

MANITOBA, ONTARIO, QUEBEC, NEW BRUNSWICK,

NOVA SCOTIA, PRINCE EDWARD ISLAND AND

NEWFOUNDLAND AND LABRADOR

(THE JURISDICTIONS)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

CANADIAN REVOLVING AUTO FLOORPLAN TRUST

(THE FILER)

DECISION

Background

The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) that the Applicant is not a reporting issuer (the Exemptive Relief Sought).

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

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

(b) the decision is the decision of the principal regulator and evidences the decision of each other Decision Maker.

Interpretation

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

Representations

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

1. The Filer is a special purpose trust created pursuant to a declaration of trust made as of November 13, 2001 under the laws of the Province of Ontario, the beneficiary of which is a charity registered under the Income Tax Act (Canada).

2. The issuer trustee is Montreal Trust Company of Canada, which carries out its administrative functions as issuer trustee at 100 University Avenue, 9th Floor, North Tower, Toronto, ON M5J 2YI.

3. The Filer carries on the business of (i) purchasing from Chrysler Financial Services Canada Inc. undivided co-ownership interest (each a Co-Ownership Interest) in a revolving pool of receivables originating from a portfolio of revolving floorplan financing arrangements with various automobile dealers of Chrysler Canada Inc. and other automobile manufacturers, the related security and other related assets, (ii) financing the purchase of Co-Ownership Interests, and (iii) engaging in related activities.

4. The purchase by the Filer of Co-Ownership Interests has been financed by the Filer issuing asset-backed notes (AB Notes) pursuant to a trust indenture dated December 18, 2001 (the Trust Indenture), and supplemental indentures particular to each series of asset-backed notes.

5. On August 17, 2009, the outstanding AB Notes were repaid in full.

6. The Filer did not use the simplified procedure under CSA Staff Notice 12-307 Applications for a Decision that an Issuer is not a Reporting Issuer (CSA Staff Notice 12-307), in order to avoid the minimum 10-day waiting period under BC Instrument 11-502 Voluntary Surrender of Reporting Issuer Status (which is one of the simplified procedure criteria under CSA Staff Notice 12-307) and to obtain a decision on or before August 30, 2009, being the deadline for the filing of its interim financial statements for the interim period ended June 30, 2009, management's discussion & analysis relating to that interim period and interim certificates relating thereto.

7. The Filer is a reporting issuer in each of the provinces of Canada.

8. The Filer has applied for a decision that it is not a reporting issuer in all of the Jurisdictions in which it is currently a reporting issuer.

9. The Filer has no outstanding securities, including debt securities, in any Jurisdiction in Canada.

10. No securities of the Filer are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation.

11. The Filer is not in default of any of its obligations under the Legislation as a reporting issuer.

Decision

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

The decision of the Decision Makers under the Legislation is that the Exemptive Relief Sought is granted.

Goodman & Company, Investment Counsel Ltd. et al.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- relief granted from multi-layering prohibition to permit mutual funds to invest in securities of mutual funds that invest more than 10% of the market value of their net assets in underlying funds -- each underlying fund uses derivatives to obtain the returns of a related money market fund -- each underlying fund is substantially similar to a money market fund -- National Instrument 81-102 Mutual Funds.

Applicable Legislative Provisions

National Instrument 81-102 Mutual Funds, ss. 2.5(2)(b), 2.5(4)(b)(i), 19.1.

August 25, 2009

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO

(the "Jurisdiction")

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

GOODMAN & COMPANY,

INVESTMENT COUNSEL LTD.

(the "Filer")

AND

IN THE MATTER OF

THE MARQUIS INVESTMENT PROGRAM

MUTUAL FUNDS CURRENTLY MANAGED

BY THE FILER AS LISTED IN SCHEDULE A

(the "Existing Marquis Funds") AND THE

MARQUIS INVESTMENT PROGRAM MUTUAL

FUNDS THE FILER WILL MANAGE IN THE FUTURE

(together with the Existing Marquis Funds,

the "Marquis Funds")

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer on behalf of the Marquis Funds for a decision under the securities legislation of the Jurisdiction of the principal regulator (the "Legislation") granting an exemption from section 2.5(2)(b) of National Instrument 81-102 Mutual Funds ("NI 81-102") to permit the Marquis Funds, as the top funds in the four-tier fund-of-fund structure described below, to invest in a CC Fund (as defined below) when the CC Fund's investment in the MY Pools (as defined below) exceeds 10% of the market value of the CC Fund's net assets (the "Exemption Sought").

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

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

(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System ("MI 11-102") is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Newfoundland and Labrador, Prince Edward Island, Northwest Territories, Nunavut and Yukon.

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 Filer and Mackenzie Financial Corporation ("Mackenzie"):

1. The Filer is, or will be, the manager of the Marquis Funds. The head office of the Filer is located in Toronto, Ontario.

2. Each of the Marquis Funds is, or will be, a mutual fund that:

(a) is a reporting issuer in all of the provinces and territories of Canada;

(b) offers securities under a simplified prospectus and annual information form filed in all of the provinces and territories of Canada; and

(c) directly or indirectly invests primarily in securities of other mutual funds, which may include the CC Funds, to achieve its investment objective.

3. Mackenzie is, or will be, the manager of mutual funds that consist of classes (the "CC Funds") of Mackenzie Financial Capital Corporation, a mutual fund corporation established under the laws of Ontario. Mackenzie is also the manager of Mackenzie Sentinel Canadian Short-Term Yield Pool (formerly, Mackenzie Sentinel Canadian Managed Yield Pool) and Mackenzie Sentinel U.S. Short-Term Yield Pool (formerly, Mackenzie Sentinel U.S. Managed Yield Pool) (together, the "MY Pools"). Mackenzie is also the manager of Mackenzie Sentinel Canadian Money Market Pool and Mackenzie Sentinel U.S. Money Market Pool (together, the "Current Underlying MMFs") and will be the manager of any other Mackenzie money market fund that may in the future be an underlying fund for the MY Pools (together with the Current Underlying MMFs, the "Underlying MMFs") (the CC Funds, the MY Pools and the Underlying MMFs, collectively the "Mackenzie Managed Funds").

4. Each of the Mackenzie Managed Funds is, or will be, a reporting issuer in all of the provinces and territories of Canada. Securities of the Mackenzie Managed Funds are, or will be, offered under simplified prospectuses and annual information forms filed in all of the provinces and territories of Canada.

5. The investment objective of each of Mackenzie Sentinel Canadian Short-Term Yield Pool and Mackenzie Sentinel U.S. Short-Term Yield Pool is to provide tax-efficient returns similar to those of a Canadian money market fund managed by Mackenzie and a U.S. money market fund managed by Mackenzie, respectively. Each of Mackenzie Sentinel Canadian Short-Term Yield Pool and Mackenzie Sentinel U.S. Short-Term Yield Pool will seek to achieve its objective by investing in equity securities and selling those equity securities to a counterparty through a forward contract with the price being equal to the return on a Canadian money market fund managed by Mackenzie (currently, Mackenzie Sentinel Canadian Money Market Pool) and a U.S. money market fund managed by Mackenzie (currently, Mackenzie Sentinel U.S. Money Market Pool), respectively.

6. Each of the Underlying MMFs is, or will be, a "money market fund" as defined in section 1.1 of NI 81-102.

7. Because substantially all of the assets of each MY Pool are, or will be, invested in units of its Underlying MMF through the use of forward contracts, each MY Pool is not, or will not be, a "money market fund" as defined in section 1.1 of NI 81-102.

8. The CC Funds wish to invest their cash in the MY Pools to achieve tax savings for the benefit of their securityholders. Such investments will exceed 10% of the net assets of the CC Funds from time to time.

9. Absent the Exemption Sought, section 2.5(2)(b) of NI 81-102 would prohibit the Marquis Funds from investing in a CC Fund if the CC Fund's investment in the MY Pools exceeds 10% of its net assets.

10. Any investment by the Marquis Funds in the CC Funds will be made in accordance with the provisions of section 2.5 of NI 81-102, except for the requirement in section 2.5(2)(b) that a mutual fund not invest in another mutual fund if the other mutual fund holds more than 10% of the market value of its net assets in securities of other mutual funds.

11. An investment by each Marquis Fund in the CC Funds will represent the business judgement of responsible persons uninfluenced by considerations other than the best interests of the Marquis Fund, and an investment by each CC Fund in the MY Pools will represent the business judgment of responsible persons uninfluenced by considerations other than the best interests of the CC Fund.

12. Each of the Filer, Mackenzie, the Existing Marquis Funds, the existing CC Funds, the MY Pools and the Current Underlying MMFs is not in default of any requirements of the securities legislation in any jurisdiction.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make a decision.

The decision of the principal regulator under the Legislation is that the Exemption Sought is granted.

Schedule A -

Marquis Investment Program mutual funds

currently managed by the Filer

Marquis Institutional Solutions

Marquis Portfolio Solutions

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

ORDER

(Subsections 127(1) and (8))

WHEREAS on the 1st day of April, 2008, the Ontario Securities Commission (the "Commission") ordered, pursuant to clause 2 of subsection 127(1) and subsection 127(5) of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act") that all trading in any securities of Gold-Quest International ("Gold-Quest") shall cease (the "Temporary Order");

AND WHEREAS the Commission further ordered as part of the Temporary Order that pursuant to clause 2 of subsection 127(1) and subsection 127(5) of the Act that all trading in any securities by Health and HarMONEY, Iain Buchanan and Lisa Buchanan (the "Ontario Respondents") shall cease;

AND WHEREAS the Commission further ordered as part of the Temporary Order that pursuant to clause 3 of subsection 127(1) and subsection 127(5) of the Act that any exemptions contained in Ontario securities law do not apply to Gold-Quest and the Ontario Respondents;

AND WHEREAS the Commission further ordered as part of the Temporary Order that pursuant to clause 3 of subsection 127(1) and subsection 127(5) of the Act that any exemptions contained in Ontario securities law do not apply to Gold-Quest's officers, directors, agents or employees;

AND WHEREAS on April 8, 2008, the Commission issued a Notice of Hearing in this matter (the "Notice of Hearing");

AND WHEREAS Gold-Quest and the Ontario Respondents were served with the Temporary Order, the Notice of Hearing and the Evidence Brief of Staff of the Commission ("Staff") as set out in the Affidavit of Service of Dale Grybauskas dated April 14, 2008;

AND WHEREAS no correspondence has ever been sent to Staff on behalf of Gold-Quest and no one has ever appeared for Gold-Quest;

AND WHEREAS upon hearing submissions from counsel for Staff and on written consent of counsel for the Ontario Respondents dated April 11, 2008, the Commission extended the Temporary Order until July 14, 2008 or until further order of the Commission, subject to a carve-out to permit Iain Buchanan to trade in securities listed on a recognized public exchange only in his own existing account(s), for his own benefit, and through a dealer registered with the Commission, and a carve-out to permit Lisa Buchanan to trade in securities listed on a recognized public exchange only in her own existing account(s), for her own benefit, and through a dealer registered with the Commission (the "Amended Temporary Order");

AND WHEREAS on May 6, 2008, the U.S. Securities and Exchange Commission (the "SEC") filed an emergency civil enforcement action against Gold-Quest, and U.S. District Court Judge Lloyd D. George issued numerous orders against Gold-Quest and persons related to Gold-Quest, including orders prohibiting the trading in securities of Gold-Quest, freezing assets related to the sale of Gold-Quest securities and appointing a permanent receiver for Gold-Quest;

AND WHEREAS on July 14, 2008, counsel for Staff attended before the Commission while counsel for the Ontario Respondents did not attend but provided correspondence with respect to the Temporary Order;

AND WHEREAS on July 14, 2008, upon hearing submissions from counsel for Staff and considering the correspondence from counsel for the Ontario Respondents, the Commission extended the Amended Temporary Order against Gold-Quest and the Ontario Respondents until October 8, 2008 and the hearing was adjourned to October 7, 2008;

AND WHEREAS on October 7, 2008, counsel for Staff and counsel for the Ontario Respondents did not oppose the extension of the Amended Temporary Order;

AND WHEREAS on October 7, 2008, upon considering the correspondence from counsel for the Ontario Respondents, the Commission extended the Amended Temporary Order against Gold-Quest and the Ontario Respondents until December 10, 2008 and the hearing was adjourned to December 9, 2008;

AND WHEREAS on December 9, 2008, counsel for Staff and counsel for the Ontario Respondents did not oppose the extension of the Amended Temporary Order;

AND WHEREAS on December 9, 2008, upon considering the correspondence from counsel for the Ontario Respondents, the Commission extended the Amended Temporary Order against Gold-Quest and the Ontario Respondents until February 11, 2009 and the hearing was adjourned to February 10, 2009;

AND WHEREAS on February 10, 2009, counsel for Staff and counsel for the Ontario Respondents did not oppose the extension of the Amended Temporary Order;

AND WHEREAS on February 10, 2009, upon considering the correspondence from counsel for the Ontario Respondents, the Commission extended the Amended Temporary Order against Gold-Quest and the Ontario Respondents until March 20, 2009 and the hearing was adjourned to March 20, 2009;

AND WHEREAS on March 12, 2009, Staff of the Commission issued a Statement of Allegations against Gold-Quest, the Ontario Respondents, the Harmoney Club Inc., and Sandra Gale alleging breaches of the Act related to trades in the securities of Gold-Quest and the Harmoney Club Inc.;

AND WHEREAS on March 20, 2009, upon considering the correspondence from counsel for the Ontario Respondents, the Commission extended the Amended Temporary Order against Gold-Quest and the Ontario Respondents until May 27, 2009 and adjourned the hearing into the extension of the Amended Temporary Order against Gold-Quest and the Ontario Respondents until May 26, 2009;

AND WHEREAS on May 26, 2009, as no counsel appeared for Gold-Quest and Health and HarMONEY, and upon being informed that counsel for Iain Buchanan and Lisa Buchanan did not oppose the extension of the Amended Temporary Order until June 25, 2009, the Commission extended the Amended Temporary Order against Gold-Quest and the Ontario Respondents until June 25, 2009 and adjourned the hearing into the extension of the Amended Temporary Order against Gold-Quest and the Ontario Respondents until June 25, 2009;

AND WHEREAS on June 25, 2009, as no counsel appeared for Gold-Quest and Health and HarMONEY and counsel for Iain Buchanan and Lisa Buchanan did not oppose the extension of the Amended Temporary Order until August 21, 2009, the Commission extended the Amended Temporary Order against Gold-Quest and the Ontario Respondents until August 21, 2009 and adjourned the hearing regarding the extension of the Amended Temporary Order against Gold-Quest and the Ontario Respondents until August 20, 2009;

AND WHEREAS on August 20, 2009, no counsel appeared for Gold-Quest and Health and HarMONEY;

AND WHEREAS on August 20, 2009, counsel for Iain Buchanan and Lisa Buchanan, in communication with counsel for Staff, did not oppose the extension of the Amended Temporary Order until October 13, 2009 and it is in the public interest to extend the Amended Temporary Order without prejudice to the right of the Ontario Respondents to bring an application before the Commission to challenge the scope of the Amended Temporary Order;

AND WHEREAS on August 20, 2009, counsel for Staff submitted that the hearing to extend the Amended Temporary Order should be scheduled for October 9, 2009;

IT IS ORDERED THAT:

1. The Amended Temporary Order against Gold-Quest and the Ontario Respondents is extended to October 13, 2009 on the terms and conditions set forth in the Amended Temporary Order; and

2. A hearing to extend the Amended Temporary Order shall be held on October 9, 2009 at 10:00 a.m. or such other date as is agreed by the parties and determined by the Office of the Secretary.

DATED at Toronto this 20th day of August, 2009

"Carol S. Perry"

Gold-Quest International et al. -- s. 127

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

GOLD-QUEST INTERNATIONAL,

1725587 ONTARIO INC. carrying on business as

HEALTH AND HARMONEY,

HARMONEY CLUB INC.,

DONALD IAIN BUCHANAN, LISA BUCHANAN AND

SANDRA GALE

ORDER

(Section 127 of the Securities Act)

WHEREAS on April 1, 2008, the Ontario Securities Commission (the "Commission") ordered, pursuant to clause 2 of subsection 127(1) and subsection 127(5) of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act") that all trading in any securities of Gold-Quest International ("Gold-Quest") shall cease (the "Temporary Order");

AND WHEREAS the Commission further ordered as part of the Temporary Order that pursuant to clause 2 of subsection 127(1) and subsection 127(5) of the Act that all trading in any securities by Health and HarMONEY, Donald Iain Buchanan and Lisa Buchanan shall cease;

AND WHEREAS the Commission further ordered as part of the Temporary Order that pursuant to clause 3 of subsection 127(1) and subsection 127(5) of the Act that any exemptions contained in Ontario securities law do not apply to Gold-Quest, Health and HarMONEY, Donald Iain Buchanan and Lisa Buchanan;

AND WHEREAS the Commission further ordered as part of the Temporary Order that pursuant to clause 3 of subsection 127(1) and subsection 127(5) of the Act that any exemptions contained in Ontario securities law do not apply to Gold-Quest's officers, directors, agents or employees;

AND WHEREAS on April 8, 2008, the Commission issued a Notice of Hearing to consider among other things, the extension of the Temporary Order (the "TCTO Hearing");

AND WHEREAS on April 11, 2008 the Temporary Order was extended by the Commission with some amendments (the "Amended Temporary Order");

AND WHEREAS on March 13, 2009, the Commission issued a Notice of Hearing of pursuant to sections 127 and 127.1 of the Act (the "Hearing") accompanied by a Statement of Allegations dated March 12, 2009, issued by Staff of the Commission ("Staff") with respect to Gold-Quest, 1725587 Ontario Inc. carrying on business as Health and HarMONEY, the Harmoney Club, Donald Iain Buchanan, Lisa Buchanan and Sandra Gale;

AND WHEREAS on March 20, 2009, upon hearing submissions from Sandra Gale, counsel for Staff and counsel for Donald Iain Buchanan and Lisa Buchanan, it was ordered that the Hearing be adjourned to May 26, 2009;

AND WHEREAS on May 26, 2009, upon hearing submissions from Sandra Gale, counsel for Staff and counsel for Donald Iain Buchanan and Lisa Buchanan, it was ordered that the Hearing be adjourned to June 25, 2009;

AND WHEREAS on June 25, 2009, counsel for Staff, counsel for Sandra Gale and counsel for Donald Iain Buchanan and Lisa Buchanan attended before the Commission;

AND WHEREAS on June 25, 2009, no one appeared for Gold-Quest, Health and HarMONEY, or the Harmoney Club;

AND WHEREAS on June 25, 2009, upon hearing submissions from counsel for Staff, counsel for Sandra Gale, and counsel for Donald Iain Buchanan and Lisa Buchanan, it was ordered that the Hearing be adjourned to August 20, 2009;

AND WHEREAS the Amended Temporary Order has been extended from time to time, most recently until August 21, 2009, and the TCTO Hearing has been adjourned from time to time most recently until August 20, 2009;

AND WHEREAS a hearing was held on August 20, 2009, and Staff provided submissions regarding their attempts to serve all respondents in this matter;

AND WHEREAS no one appeared for Gold-Quest or 1725587 Ontario Inc. carrying on business as Health and HarMONEY and Harmoney Club Inc.;

AND WHEREAS on August 20, 2009, upon hearing submissions from counsel for Staff and counsel for Sandra Gale requesting that a pre-hearing conference be held on October 9, 2009;

AND WHEREAS Donald Iain Buchanan and Lisa Buchanan did not appear and Staff informed the Commission that counsel for Donald Iain Buchanan and Lisa Buchanan has also requested that a pre-hearing conference be held on October 9, 2009;

IT IS ORDERED THAT the Hearing is adjourned to October 9, 2009 at 10:00 a.m. or such other date as is agreed by the parties and determined by the Office of the Secretary for the purpose of having a pre-hearing conference, the TCTO Hearing, and for any other purpose that the parties may advise the Office of the Secretary.

DATED at Toronto this 20th day of August, 2009

"Carol S. Perry"

InterRent Real Estate Investment Trust -- Rule 1.8 of the OSC Rules of Procedure

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

INTERRENT REAL ESTATE INVESTMENT TRUST

AND

IN THE MATTER OF

DECISIONS OF THE TORONTO STOCK EXCHANGE

ORDER

(Rule 1.8 of the

Ontario Securities Commision Rules of Procedure)

WHEREAS on August 11, 2009, NorthWest Value Partners Inc ("NorthWest") served and filed a Fresh as Amended Request for Hearing and Review by the Ontario Securities Commission (the "Commission") pursuant to s. 21.7 of the Securities Act (Ontario) of certain decisions made by the Toronto Stock Exchange ("TSX") respecting approval of a private placement proposed by InterRent and the date for a meeting of the unitholders of InterRent Real Estate Investment Trust ("InterRent");

AND WHEREAS the parties to the Hearing and Review, being NorthWest, TSX, InterRent and Staff of the Commission all consented to CLV Group Inc. being granted full intervenor status in the Hearing and Review;

AND WHEREAS CLV Group Inc., a real estate management firm based in Ottawa, Ontario, assembled the private placees who entered into subscription agreements for the InterRent private placement and made submissions to the TSX in respect of the decisions under review;

IT IS HEREBY ORDERED that CLV Group Inc. is granted full intervenor status in the Hearing and Review of the TSX decisions at issue pursuant to Rules 1.8 and 3 of the Ontario Securities Commission -- Rules of Procedure.

Dated at Toronto this 17th day of August 2009.

"James E. A. Turner"

"David L. Knight"

MI Developments Inc. and Fair Enterprise Limited -- ss. 104(1), 127

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

MI DEVELOPMENTS INC.

ORDER GRANTING LIMITED INTERVENOR STATUS

TO FAIR ENTERPRISE LIMITED

(Motion for standing in the hearing on the merits

under subsection 104(1) and section 127 of the Act)

ORDER GRANTING LIMITED INTERVENOR STATUS

TO FAIR ENTERPRISE LIMITED

WHEREAS Farallon Capital Management, LLC, Hotchkis and Wiley Capital Management, LLC, Donald Smith & Co. Inc., Owl Creek Asset Management, LP, North Run Capital, LP and Pzena Investment Management, LLC (the "Shareholders") on behalf of themselves and funds and entities under their management have requested by way of an application dated July 10, 2009 (the "Farallon Application") that the Commission convene a hearing to review MI Development Inc.'s ("MID") compliance with Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions ("MI 61-101") in connection with certain transactions;

AND WHEREAS Greenlight Capital, Inc. ("Greenlight") has requested by way of an application dated July 13, 2009 (the "Greenlight Application") that the Commission convene a hearing to review MID's compliance with MI 61-101 in connection with the same transactions;

AND WHEREAS on August 11, 2009, the Commission issued a Notice of Hearing pursuant to subsection 104(1) and section 127 of the Securities Act, R.S.O. 1990, c. S.5, as amended ("the Act") to consider the Farallon Application and the Greenlight Application (the "Applications");

AND WHEREAS the Commission will hold a hearing on the merits pursuant to subsection 104(1) and section 127 of the Act commencing on Wednesday, September 9, 2009 at 9:00 a.m. or as soon as practicable thereafter (the "Hearing") to consider the Applications and whether the Commission should make an order under subsection 104(1) and/or section 127 of the Act, as the Commission deems appropriate;

AND WHEREAS Fair Enterprise Limited ("Fair Enterprise") is not named as a party to the Applications;

AND WHEREAS on August 6, 2009, Fair Enterprise filed a motion for full intervenor standing with respect to the Applications;

AND WHEREAS Fair Enterprise submits that the matters at issue in the Applications directly affect it;

AND WHEREAS Fair Enterprise in making its motion for standing relies on Rule 1.8 of the Commission's Rules of Procedure, (2009) 32 OSCB 1991, which sets out the relevant factors that are to be considered by a panel on a motion by a person for leave to intervene in a proceeding before the Commission;s

AND UPON considering the written materials filed by counsel for Fair Enterprise, by the current parties to the Applications and by Staff;

AND UPON considering the oral submissions made by counsel for Fair Enterprise, by the current parties to the Applications and by Staff;

AND UPON being satisfied that granting Fair Enterprise limited standing on the terms and conditions set out below would be of assistance in securing a just and expeditious disposition of the Applications;

IT IS ORDERED THAT:

Fair Enterprise is granted limited standing in the Applications on the following terms and conditions:

1. Fair Enterprise shall be entitled to adduce oral and written evidence regarding its involvement in the transactions and agreements to which it is a party and that are at issue in the Applications.

2. Fair Enterprise shall be entitled to make oral and written submissions with respect to the matters referred to in paragraph 1 of this order.

3. Fair Enterprise's standing shall be subject to:

(i) Fair Enterprise making full and proper production on a timely basis of relevant documents on the terms agreed to by the current parties to the Applications or as otherwise required by the Commission; and

(ii) complying with the timetable agreed to by the current parties to the Applications, and by Staff, for delivery of written evidence, submissions and facta upon which they intend to rely.

4. This order is subject to any further order or direction that the panel on the Hearing may deem appropriate.

DATED at Toronto this 20th day of August, 2009.

"James E. A. Turner"

MI Developments Inc. and Magna Entertainment Corp. -- ss. 104(1), 127

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

MI DEVELOPMENTS INC.

ORDER GRANTING LIMITED INTERVENOR STATUS

TO MAGNA ENTERTAINMENT CORP.

(Motion for standing in the hearing on the merits

under subsection 104(1) and section 127 of the Act)

ORDER GRANTING LIMITED INTERVENOR STATUS

TO MAGNA ENTERTAINMENT CORP.

WHEREAS Farallon Capital Management, LLC, Hotchkis and Wiley Capital Management, LLC, Donald Smith & Co. Inc., Owl Creek Asset Management, LP, North Run Capital, LP and Pzena Investment Management, LLC (the "Shareholders") on behalf of themselves and funds and entities under their management have requested by way of an application dated July 10, 2009 (the "Farallon Application") that the Commission convene a hearing to review MI Development Inc.'s ("MID") compliance with Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions ("MI 61-101") in connection with certain transactions;

AND WHEREAS Greenlight Capital, Inc. ("Greenlight") has requested by way of an application dated July 13, 2009 (the "Greenlight Application") that the Commission convene a hearing to review MID's compliance with MI 61-101 in connection with the same transactions;

AND WHEREAS on August 11, 2009, the Commission issued a Notice of Hearing pursuant to subsection 104(1) and section 127 of the Securities Act, R.S.O. 1990, c. S.5, as amended ("the Act") to consider the Farallon Application and the Greenlight Application (the "Applications");

AND WHEREAS the Commission will hold a hearing on the merits pursuant to subsection 104(1) and section 127 of the Act commencing on Wednesday, September 9, 2009 at 9:00 a.m. or as soon as practicable thereafter (the "Hearing") to consider the Applications and whether the Commission should make an order under subsection 104(1) and/or section 127 of the Act, as the Commission deems appropriate;

AND WHEREAS Magna Entertainment Corp. ("MEC") is not named as a party to the Applications;

AND WHEREAS on August 6, 2009, MEC filed a motion for full intervenor standing with respect to the Applications;

AND WHEREAS MEC submits that the matters at issue in the Applications directly affect it;

AND WHEREAS MEC in making its motion for standing relies on Rule 1.8 of the Commission's Rules of Procedure, (2009) 32 OSCB 1991, which sets out the relevant factors that are to be considered by a panel on a motion by a person for leave to intervene in a proceeding before the Commission;

AND UPON considering the written materials filed by counsel for MEC, by the current parties to the Applications and by Staff;

AND UPON considering the oral submissions made by counsel for MEC, by the current parties to the Applications and by Staff;

AND UPON being satisfied that granting MEC limited standing on the terms and conditions set out below would be of assistance in securing a just and expeditious disposition of the Applications;

IT IS ORDERED THAT:

MEC is granted limited standing in the Applications on the following terms and conditions:

1. MEC shall be entitled to make oral and written submissions with respect to the appropriateness and scope of any Commission order in disposing of the Applications, as that order could affect MEC.

2. MEC's standing shall be subject to MEC complying with the timetable agreed to by the current parties to the Applications, and by Staff, for delivery of written submissions and facta upon which they intend to rely at the Hearing.

3. This order is subject to any further order or direction that the panel on the Hearing may deem appropriate.

DATED at Toronto this 20th day of August, 2009.

"James E. A. Turner"

Goldbridge Financial Inc. et al. -- ss. 127(1), 127(2)

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

GOLDBRIDGE FINANCIAL INC.,

WESLEY WAYNE WEBER AND

SHAWN C. LESPERANCE

TEMPORARY ORDER

Subsections 127(1) & 127(2)

WHEREAS on October 10, 2008, the Ontario Securities Commission (the "Commission") issued a temporary order pursuant to section 127(5) of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act") that all trading in securities by Goldbridge Financial Inc. ("Goldbridge"), Wesley Wayne Weber ("Weber") and Shawn C. Lesperance ("Lesperance") shall cease, and that the exemptions contained in Ontario securities law do not apply to Goldbridge, Weber and Lesperance (the "Temporary Order");

AND WHEREAS the Temporary Order expired on the fifteenth day after its making unless extended by the Commission;

AND WHEREAS on October 28, 2008, the Commission granted a further order pursuant to clause 2 of subsection 127(1) of the Act (the "October Order") that all trading in securities by Goldbridge, Weber and Lesperance shall cease, subject to the exception below;

AND WHEREAS it was further ordered on October 28, 2008, that notwithstanding the foregoing order, Goldbridge may trade solely as principal in one account ("the account") in accordance with the following conditions:

(a) the account shall be at E*TRADE Canada ("E*Trade");

(b) the account shall be in the name of Goldbridge Financial Inc.;

(c) the account shall contain only funds belonging to Goldbridge contributed by Weber or Lesperance, and shall not be used directly or indirectly to trade on behalf of any other person or company;

(d) Goldbridge shall provide Staff with particulars of the account, including the account number, within 7 days of the date of this Order;

(e) Goldbridge shall instruct E*Trade to provide copies of all trade confirmation notices with respect to the account directly to Staff at the same time that such notices are provided to Goldbridge;

(f) securities traded in the account shall consist solely of securities listed or quoted on the New York Stock Exchange ("NYSE") or the National Association of Securities Dealers Automated Quotations ("NASDAQ"); and

(g) the Respondents shall immediately take steps to remove from the internet all advertising and postings on behalf of the Respondents offering to provide investment services and lessons in day trading.

AND WHEREAS the October Order was to expire at the close of business on January 20, 2009, unless extended by the Commission;

AND WHEREAS on January 19, 2009, the October Order was extended by the Commission until the close of business on March 21, 2009;

AND WHEREAS on March 20, 2009, the October Order was extended by the Commission until the close of business on May 4, 2009;

AND WHEREAS on May 1, 2009, the October Order was extended by the Commission until the close of business on June 30, 2009;

AND WHEREAS on June 29, 2009, the October Order was extended by the Commission until the close of business on July 30, 2009;

AND WHEREAS on July 29, 2009, the October Order was extended until the completion of the Hearing on the Merits or until further order of the Commission;

AND WHEREAS on July 29, 2009, the Commission ordered that the Hearing on the Merits in respect of this matter shall commence on February 8, 2010, at 10:00 a.m. and continue through to February 12, 2010, or such other date as the parties may agree and the Office of the Secretary shall determine;

AND WHEREAS the Commission held a status hearing on August 24, 2009;

AND WHEREAS Staff of the Commission ("Staff") appeared at the hearing but Lesperance, Weber and Goldbridge did not appear;

AND WHEREAS Staff made submissions at the hearing;

AND WHEREAS a Settlement Hearing scheduled for August 24, 2009, did not proceed;

AND WHEREAS Staff submitted that counsel for Lesperance had given consent to the Settlement Hearing not proceeding and to it being rescheduled to a later date;

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

IT IS ORDERED that this matter shall be adjourned to September 21, 2009, at 9:00 a.m. to receive a status update on the Statement of Allegations and Notice of Hearing and to address any other pre-hearing matters to ensure the Hearing on the Merits proceeds as scheduled.

DATED at Toronto this 24th day of August, 2009.

"Carol S. Perry"

Dimensional Fund Advisors Canada ULC -- ss. 78(1), 80 of the CFA

Headnote

Subsection 78(1) of the Commodity Futures Act (Ontario) -- Revocation of the previous order granting relief from the adviser registration requirements of subsection 22(1)(b) of the CFA to extra-provincial advisers in respect of the provision of advisory services relating to futures contracts to funds that do not have an address in Ontario, subject to certain terms and conditions.

Section 80 of the Commodity Futures Act (Ontario) -- Relief from the adviser registration requirements of subsection 22(1)(b) of the CFA granted to extra-provincial advisers in respect of the provision of advisory services relating to futures contracts to funds that do not have an address in Ontario, subject to certain terms and conditions. Relief mirrors exemption available in sections 7.4 and 7.5 of OSC Rule 35-502 Non-Resident Advisers (Rule 35-502) made under the Securities Act (Ontario).

Statutes Cited

Commodity Futures Act, R.S.O. 1990, c. C.20, as am., ss. 22(1)(b), 78, 80.

Securities Act, R.S.O. 1990, c. S.5, as am., s. 25.

OSC Rules Cited

Rule 35-502 Non Resident Advisers, ss. 7.4, 7.5.

IN THE MATTER OF

THE COMMODITY FUTURES ACT,

R.S.O. 1990, CHAPTER C.20, AS AMENDED

(the CFA)

AND

IN THE MATTER OF

DIMENSIONAL FUND ADVISORS CANADA ULC

ORDER

(Section 80 and Subsection 78(1) of the CFA)

UPON the application (the Application) of Dimensional Fund Advisors Canada ULC (the Applicant) to the Ontario Securities Commission (the Commission) for an order (the Order):

(a) pursuant to subsection 78(1) of the CFA, revoking the exemption order granted by the Commission to the Applicant (then called Dimensional Fund Advisors Canada Inc.), on August 29, 2006; and

(b) pursuant to section 80 of the CFA, that the adviser registration requirement in the CFA (as defined below) shall not apply to the Applicant and affiliates of the Applicant (the Affiliates) and their respective directors, officers and employees acting as advisers on its behalf where the Applicant or the Affiliates act as an adviser in respect of Contracts (as defined below) in connection with the Applicant acting as an adviser to the Funds (as defined below), subject to certain terms and conditions;

AND WHEREAS, for the purposes hereof, the following terms shall have the following meanings:

"Act" means the Securities Act, R.S.O. 1990, c. S.5, as amended;

"adviser registration requirement in the CFA" means the provisions of section 22 of the CFA that prohibit a person or company from acting as an adviser unless the person or company satisfies the applicable provisions of section 22 of the CFA;

"Contract" means a commodity futures contract or a commodity futures option, in each case, as defined in the CFA;

"Funds" means the mutual funds managed by the Applicant;

AND WHEREAS any other terms used in the Order that are defined in the Act, and not otherwise defined in the Order or in the CFA, shall have the same meaning as in the Act, unless the context otherwise requires;

AND UPON considering the Application and the recommendation of staff of the Commission;

AND UPON the Applicant having represented to the Commission that:

1. The Applicant is a corporation continued under the Nova Scotia Companies Act. The head office of the Applicant is located in British Columbia. The Applicant does not have an address in Ontario.

2. The head offices of the Affiliates are or will be located outside of Canada. None of the Affiliates have an address in Ontario.

3. The Applicant is registered as an adviser in the category of portfolio manager under the Securities Act (British Columbia) (the BCSA). This registration permits the Applicant to provide advice in British Columbia with respect to securities (including futures and options) and exchange contracts within the meaning of the BCSA.

4. The Affiliates are or will be registered or otherwise qualified under applicable laws in the United States or in the jurisdiction where their head office is located to provide investment counselling and portfolio management services.

5. The Applicant is the manager and principal portfolio adviser of the Funds. The head office of each of the Funds is located in British Columbia. None of the Funds has an address in Ontario.

6. Securities of the Funds will be distributed in Ontario either pursuant to a simplified prospectus filed with the Commission or pursuant to exemptions from the prospectus requirements under the Act.

7. The Affiliates will be the sub-advisers to the Applicant with respect to the Funds. The Affiliates wish to advise the Funds with respect to Contracts within the meaning of the CFA.

8. The obligations of the Affiliates are or will be set out in a written agreement with the Applicant.

9. The Applicant has or will contractually agree with the Funds to be responsible for any loss to the Funds that arises out of the failure of any Affiliate to:

(a) exercise the powers and discharge the duties of its office honestly, in good faith and in the best interests of the Funds; or

(b) exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in the circumstances;

(the Assumed Obligations).

10. The Applicant cannot be relieved by the Funds or the Funds' securityholders from its responsibility for any liability arising under the Assumed Obligations.

11. On August 29, 2006, the Commission granted the Applicant (then called Dimensional Fund Advisors Canada Inc.), the Affiliates and their respective directors, officers and employees an exemption from the adviser registration requirement in the CFA where the Applicant acts as an adviser in respect of Contracts in connection with the Applicant acting as an adviser to the Funds (the Previous Order). The Previous Order is scheduled to expire on August 29, 2009.

AND WHEREAS paragraph 22(1)(b) of the CFA prohibits a person or company from acting as an adviser unless the person is registered as an adviser, or is registered as a partner or an officer of a registered adviser and is acting on behalf of a registered adviser, and the registration is in accordance with the CFA and the regulations;

AND UPON the Commission being satisfied that to make this Order would not be prejudicial to the public interest;

IT IS ORDERED, pursuant to subsection 78(1) of the CFA, that the Previous Order is revoked; and

IT IS FURTHER ORDERED pursuant to section 80 of the CFA, that the Applicant, the Affiliates and their respective directors, officers and employees shall not be subject to the adviser registration requirement in the CFA where the Applicant acts as an adviser in respect of Contracts in connection with the Applicant acting as an adviser to the Funds, provided that:

(a) all advice by the Applicant and the Affiliates to the Funds is given and received, or portfolio management services are provided, outside of Ontario;

(b) the Applicant remains registered under the BCSA and permitted to provide advice in British Columbia with respect to exchange contracts;

(c) the Applicant, the Affiliates and the Funds continue to not have addresses in Ontario;

(d) the obligations of the Affiliates are set out in a written agreement with the Applicant;

(e) the Applicant remains responsible to the Funds or the Funds' securityholders for the Assumed Obligations; and

(f) this order shall terminate three years from the date of the Order.

August 21, 2009.

MI Developments Inc.

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

MI DEVELOPMENTS INC.

PROTECTIVE ORDER

WHEREAS Greenlight Capital, Inc., Farallon Capital Management, L.L.C., Hotchkis and Wiley Capital Management, LLC, Donald Smith & Co. Inc., Owl Creek Asset Management, L.P., North Run Capital, LP and Pzena Investment Management, LLC, and funds and entities under their respective management or control (collectively, the "Applicants") have brought applications (the "Applications") to the Ontario Securities Commission (the "Commission") pursuant to sections 104 and 127 of the Ontario Securities Act, R.S.O. 1990, c.S.5, as amended (the "Act");

AND WHEREAS the Applications are scheduled to be heard by the Commission on September 9 and 10, 2009 (the "Hearing");

AND WHEREAS in response to document requests, the parties and Fair Enterprise Limited have produced non-public documents on condition that they will be kept confidential by all parties and intervenors and will not be used for any purpose other than the Applications.

THE COMMISSION THEREFORE ORDERS THAT:

1. All non-public documents produced by a party or intervenor (each, a "Producing Party") to any other party or intervenor, or their respective legal counsel ("Receiving Party") in respect of these proceedings (the "Confidential Information") shall be subject to the terms of this Order.

2. Except as expressly provided in this Order, otherwise agreed in writing by the parties and intervenors, or as expressly provided for in a further Order of the Commission, Receiving Parties and their counsel (including students-at-law, paralegals and/or necessary clerical personnel employed by them) (the "Authorized Recipients") shall maintain the Confidential Information in strict confidence and shall not:

(a) reveal or permit access to the Confidential Information to any person other than the Authorized Recipients; or

(b) reproduce, release, disclose or use any of the Confidential Information in any manner, including on any website or in any other piece of litigation, press release or any other vehicle for the public dissemination of information, other than for the purpose of this proceeding, or any appeals therefrom.

3. Subject to issues of admissibility and relevance, which are not intended to be addressed by this Order, any Confidential Information may be made an exhibit or used by a Receiving Party as part of the Receiving Party's material filed in connection with the Applications or be referred to in the record or transcripts of these Applications. To the extent that any Confidential Information becomes part of the record of these Applications, the Producing Party shall be afforded the right to make submissions to the Commission at the hearing of the Applications or thereafter before such Confidential Information is made available to the public. The Receiving Parties and Commission Staff shall be afforded the right to respond to such submissions.

4. Upon final determination of the Applications (including the expiry of all rights of further review or appeal), the Receiving Parties (and their respective legal counsel), but not Commission Staff or the Commission, shall destroy all Confidential Information not otherwise made public through the Application and Hearing process as described above. To the extent that any of the Receiving Parties have in their possession, power or control any archived electronic copies of Confidential Information that are not capable of destruction (for either legal or technical means), undertakings shall be provided to the Producing Party by the Receiving Party that all persons with access to such archived electronic copies will not use or disclose such archived electronic copies. Any such archived electronic copies of such documents shall be kept secure.

5. The disposition of the Applications shall not relieve any person to whom Confidential Information is disclosed pursuant to this Order from the obligation of maintaining the confidentiality of all Confidential Information not otherwise made public through the Application and Hearing process as described above in compliance with this Order. For greater certainty, the provisions of this Order shall continue after the final disposition of these proceedings. To the extent that any of the Receiving Parties have in their possession, power or control any archived electronic copies of Confidential Information that are not capable of destruction (for either legal or technical means), undertakings shall be provided to the Producing Party by all persons with access to such archived electronic copies that they will not access such archived electronic copies. Any such archived electronic copies of such documents shall be kept secure, and written confirmation of the destruction of such documents shall be provided to the Producing Party when they become capable of destruction.

6. This Order shall not prevent a person from using, reproducing, releasing or disclosing documents or information that is, or subsequently becomes, publicly available (unless through breach of this Order) and such documents and information shall upon becoming publicly available (unless through breach of this Order) thereupon cease to be Confidential Information for purposes of this Order.

7. The Commission shall retain jurisdiction, following the disposition of the Applications and any appeals therefrom, to deal with any motions by parties or intervenors relating to this Order, including, without limitation, the enforcement, variation or termination thereof.

8. A party or intervenor may, and the Commission on its own initiative may, on notice to all other parties or intervenors, seek an order of the Commission varying or terminating this Order or seek directions as to the meaning or application of this Order.

9. This Order shall not restrict the Commission in any way from obtaining all or any portion of the Confidential Information pursuant to any legal authority it may have to do so.

10. This Order does not affect or derogate from any undertaking which may be implied at law or imposed by statute or rule restricting the use which a person may make of evidence or information obtained in the course of this proceeding.

11. Nothing in this Order shall prevent a Producing Party from otherwise dealing with the Confidential Information as it sees fit, and all of the Producing Party's rights of privilege are expressly reserved.

12. This Order shall be in effect and fully operative commencing from the date of issuance and shall remain in effect until further order of the Commission.

DATED at Toronto this 21st day of August, 2009.

"James E. A. Turner"

HMZ Metals Inc. -- s. 144

Headnote

Section 144 -- Application for variation of cease trade order -- issuer cease traded due to failure to file and send to shareholders annual financial statements -- Issuer has applied for a variation of the cease trade order to permit the issuer to proceed with a private placement -- Potential investors to receive copy of cease trade order and partial revocation order prior to making investment decision -- Partial revocation granted subject to conditions.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127, 144.

Rules cited

National Instrument 45-106 Prospectus and Registration Exemptions.

IN THE MATTER OF

THE SECURITIES ACT,

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

(the "Act")

AND

IN THE MATTER OF

HMZ METALS INC.

(the "Applicant")

ORDER

(Section 144)

WHEREAS the Applicant is subject to a temporary cease trade order dated May 1, 2009 made pursuant to subsection 127(1) and subsection 127(5) of the Act, as extended by a further order dated May 13, 2009 made pursuant to subsection 127(1) of the Act, ordering that trading in securities of the Applicant cease (collectively, the "Cease Trade Order");

AND WHEREAS the Applicant has made an application to the Ontario Securities Commission (the "Commission") pursuant to section 144 of the Act for a partial revocation of the Cease Trade Order;

AND WHEREAS Applicant has represented to the Commission that:

1. The Applicant was formed by certificate and articles of incorporation under the Canada Business Corporations Act on July 22, 2002.

2. The Applicant's registered and head office is located at 2 Toronto Street, Suite 500, Toronto, Ontario, M5C 2B6.

3. The Applicant is a reporting issuer in Ontario, Alberta, Saskatchewan, Manitoba, British Columbia, Quebec, Newfoundland, and Nova Scotia.

4. The Applicant's authorized capital consists of an unlimited number of common shares (the "Common Shares") and an unlimited number of special shares (the "Special Shares"), issuable in series, of which 109,998,400 Common Shares and 30,200,000 Special Shares are issued and outstanding.

5. The Applicant's principal assets consist of interests in certain mining, smelting, and milling operations in southern China's Guangxi province, as well as an interest in certain mining claims in Conmee Township, Ontario.

6. The Cease Trade Order was issued due to the failure of the Applicant to file and mail to its shareholders (the "Shareholders") audited financial statements and related management's discussion and analysis for the year ended December 31, 2008 (the "Financial Statements"). No further financial statements have been filed or mailed to the Shareholders since that time and no further continuous disclosure documents required by applicable securities legislation have been filed by the Applicant since that time.

7. The Applicant suffered financial distress caused by the Applicant's joint venture partner breaching its obligations to transfer certain funds to the Applicant pursuant to a joint venture agreement to which they are both party, and protracted negotiations, arbitrations, and litigation undertaken by the Applicant in an attempt to recover said funds. As a result, the Applicant has lacked the funds necessary to prepare, file, or deliver any subsequent financial statements and related MD&A.

8. In addition to the Cease Trade Order, the Applicant is subject to the following cease trade orders (collectively, the "Other Cease Trade Orders") for failing to file and mail the Financial Statements to its Shareholders:

(a) an order issued by the British Columbia Securities Commission (the "BCSC") on May 4, 2009;

(b) an order issued by the Manitoba Securities Commission (the "MSC") on May 13, 2009; and

(c) order issued by the Autorité des marchés financiers (the "AMF" and together with the OSC, BCSC, and MSC, the "Securities Regulators") on May 4, 2009, as extended by a further order dated May 13, 2009.

9. The Applicant is concurrently applying to the BCSC and MSC for a partial revocation of each of the relevant Other Cease Trade Orders.

10. Prior to the issuance of the Cease Trade Order, the Common Shares of the Applicant were traded on the Canadian National Stock Exchange (formerly the Canadian National Quotation System).

11. The Applicant is seeking to effect the following transactions to enable the Applicant to bring itself into compliance with its continuous disclosure obligations and fund operations, one or more of which transactions, or the actions associated therewith, may constitute a contravention of the Cease Trade Order:

(a) complete the following non-brokered private placement of its Common Shares (the "Private Placement") with accredited investors (as such term is defined in National Instrument 45-106 -- Prospectus and Registration Exemptions) resident in the Province of Ontario and British Columbia (each a "Potential Investor") to raise gross proceeds of up to $440,000: up to 8,800,000 units (each, a "Unit") at a price of $0.05 per unit. Each unit shall be comprised of one common share in the capital of the Applicant ("Common Share"), one common share purchase warrant (each, a "Warrant") and one promissory note (collectively, the "Note"). Each Warrant shall entitle the subscriber to purchase one Common Share at an exercise price of $0.075 per Common Share for a period of two years following the close of the financing. The Note shall entitle to the Subscriber to repayment by the Company of up to a maximum of the total amount of the subscriber's subscription; and

(b) prior to the Private Placement, the effecting of the consolidation of the existing outstanding Common Shares at a rate of 5:1 (the "Share Consolidation") as previously approved by the Shareholders at the annual and special meeting of the Shareholders held on June 30, 2008.

12. The proceeds from the Private Placement shall be used as follows:

Preparation of continuous disclosure records	$156,000
Filing fees with securities commissions	$ 32,500
Outstanding fees for transfer agent	$ 20,000
Office expenses	$ 34,500
Salaries (at 50%)	$197,000
TOTAL	$440,000

13. As the Private Placement and Share Consolidation will involve trades in securities of the Applicant (including, for greater certainty, acts in furtherance of trades in securities of the Applicant), each cannot be completed without a variation of the Cease Trade Order.

14. The Private Placement trades are expected to take place in British Columbia, Manitoba and Ontario.

15. The Private Placement and Share Consolidation will be completed in accordance with applicable securities legislation.

16. Prior to completion of the Private Placement, each Potential Investor will receive:

(a) a copy of the Cease Trade Order;

(b) a copy of this Order; and

(c) written notice from the Applicant, and will provide written acknowledgement to the Applicant, that all of the Applicant's securities, including the Common Shares Warrants issued in connection with the Private Placement, will remain subject to the Cease Trade Order until it is revoked, and that the granting of this Order does not guarantee the issuance of a full revocation order in the future.

17. The Applicant is not in default of any requirements of the Cease Trade Order or the Act or the rules and regulations made pursuant thereto, subject to the deficiencies outlined in paragraph 6 above.

18. Upon the issuance of this Order, the Applicant will:

(a) issue a press release and file a material change report announcing, among other things, the Private Placement, the Share Consolidation, and this Order;

(b) market the Private Placement and provide information relating to the Applicant to the Potential Investors in accordance with the provisions of this Order and in accordance with the Act and the rules and regulations made pursuant thereto; and

(c) issue Common Shares and Warrants in connection with the Private Placement.

19. To bring its continuous disclosure record up to date, the Applicant intends, within a reasonable time following the completion of the Private Placement, to file the following documents on SEDAR once completed (collectively, the "SEDAR Documents"):

(a) the Financial Statements;

(b) its interim financial statements for the interim periods ending on or around the date of the completion of the Private Placement, and the related management's discussion and analysis;

(c) all certifications by the Chief Executive Officer and the Chief Financial Officer of the Applicant with respect to the Applicant's annual and interim filings required by Multilateral Instrument 52-109 -- Certification of Disclosure in Issuers' Annual and Interim Filings; and

(d) all other continuous disclosure documents required by applicable securities legislation to be filed by the Applicant.

20. The purpose of the Private Placement is to enable the Applicant to raise sufficient funds to reactivate its business to bring its continuous disclosure up to date and to apply for a full revocation of the Cease Trade Order and Other Cease Trade Orders.

21. The Applicant intends, within a reasonable time following the completion of the Private Placement, to apply to the Commission and the Securities Regulators for a full revocation of the Cease Trade Order and the Other Cease Trade Orders imposed by each of the Securities Regulators.

22. The Applicant is not considering, nor is it involved in any discussion relating to a reverse take-over, merger, amalgamation or other form of combination or transaction similar to any of the foregoing.

23. The Applicant will take all necessary actions to obtain relief for failure to timely hold all annual general meetings required pursuant to the Canada Business Corporation Act.

AND WHEREAS considering the Application and the recommendation of the staff of the Commission;

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

IT IS ORDERED, pursuant to section 144 of the Act, that the Cease Trade Order be and is hereby partially revoked solely to permit trades in securities of the Applicant (including, for greater certainty, acts in furtherance of trades in securities of the Applicant) that are necessary for and are in connection with the Private Placement and the Share Consolidation provided that:

(a) prior to completion of the Private Placement each Potential Investor receives:

(i) a copy of the Cease Trade Order;

(ii) a copy of this Order; and

(iii) written notice from the Applicant, and will provide written acknowledgement to the Applicant, that all of the Applicant's securities, including the Common Shares, Units, and Warrants issued in connection with the Private Placement will remain subject to the Cease Trade Order until it is revoked, and that the granting of this Order does not guarantee the issuance of a full revocation order in the future.

(b) this Order will terminate on the earlier of:

(i) completion of the Private Placement; and

(ii) 120 days from the date hereof.

DATED this 21st day of August, 2009.

MMX Mineração e Metálicos S.A. -- s. 1(10)(b)

Headnote

Subsection 1(10) of the Securities Act -- Application by reporting issuer for a decision that it is not a reporting issuer -- Issuer has one large Canadian securityholder that beneficially owns approximately 4.9% of the issuer's outstanding securities -- Other than the one large Canadian securityholder, Canadian resident shareholders beneficially own approximately 0.06% of the issuer's outstanding securities and represent approximately 0.6% of total number of beneficial shareholders -- issuer has no present intention of seeking public financing by way of an offering of its securities in any jurisdiction of Canada -- No securities of the issuer trade on any market or exchange in Canada -- issuer's securities listed on Brazilian stock exchange -- issuer is subject to reporting requirements under Brazilian securities law -- Large Canadian securityholder does not object to the order -- issuer has issued a press release announcing that it has submitted an application to cease to be a reporting issuer in the Jurisdictions -- requested relief granted.

Statutes Cited

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

August 21, 2009

IN THE MATTER OF

THE SECURITIES ACT,

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

(the "Act")

AND

CSA STAFF NOTICE 12-307 APPLICATIONS FOR

A DECISION THAT AN ISSUER IS

NOT A REPORTING ISSUER

("Staff Notice 12-307")

AND

IN THE MATTER OF

MMX MINERAÇÃO E METÁLICOS S.A. (the "Filer")

ORDER

CLAUSE 1(10)(b)

UPON the Director having received an application from the Filer for an order under section 1(10)(b) of the Act that the Filer is not a reporting issuer in Ontario (the "Requested Order");

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

AND UPON the Filer representing to the Commission as follows:

1. The Filer is organized and exists under the laws of Brazil. The Filer's registered address and head office is located at 66 Praia do Flamengo, 10th Floor, Rio de Janeiro, Brazil 22210-903.

2. The Filer is an integrated mining, mineral processing and production company focused on the production of iron ore for the steel industry and the production of pig iron for export. The Filer currently conducts its operations through two integrated operating systems, the MMX CorumbÁ System and the MMX Sudeste System, and the Filer also has an office in Chile focused on developing mining exploration.

3. The Filer first became a reporting issuer in the Province of Ontario as a result of a listing of global depositary receipts (the "GDRs") on the Toronto Stock Exchange (the "TSX"), trading of which became effective on June 27, 2007.

4. The Filer subsequently voluntarily delisted its GDRs from the TSX effective November 6, 2008.

5. The only securities that the Filer currently has outstanding are common shares and GDRs. Each GDR evidences one common share in the capital of the Filer.

6. The GDRs are posted for trading on an over-the-counter quotation service, being the OTC Bulletin Board (the "OTCBB") in the United States of America (the "U.S."). The GDRs do not trade on any other marketplace.

7. The common shares of the Filer are listed and posted for trading on a major foreign stock exchange, being the Novo Mercado segment of the BM&FBovespa (the "BM&FBovespa") in Brazil. The common shares do not trade on any other marketplace.

8. As of June 22, 2009, the Filer had a total of 304,866,640 common shares issued and outstanding (including 1,011,448 GDRs) worldwide.

9. The Filer is not in default of any of its obligations under the Act as a reporting issuer.

10. The common shares of the Filer are listed and posted for trading on a major foreign stock exchange, being the BM&FBovespa. The BM&FBovespa is a public company which resulted from the merger, in 2008, among Bolsa de Mercadorias e Futuros (the "BM&F", the Brazilian Commodities and Futures Exchange), Bolsa de Valores de São Paulo (the "Bovespa", the São Paulo Stock Exchange), and Companhia Brasileira de Liquidação e Custódia (the "CBLC", the Brazilian Clearing and Depositary Corporation). Before the merger, the BM&F and the Bovespa, which were not-for-profit entities owned by their member brokerage firms until 2007, conducted their initial public offerings and became public companies. Together the companies have formed one of the largest major foreign stock exchanges worldwide in terms of market value and the leading exchange in Latin America in terms of the number of contracts traded. In today's global scenario, the BM&FBovespa has not only positioned its marketplace, but it has also positioned Brazil as an international financial hub for equities, commodities and other futures contracts.

Market Value: Market capitalization of the 389 companies listed on the BM&FBovespa in June 2009 was BRL1.79 trillion (source: BM&FBovespa at www.bovespa.com.br).

Volumes and Trades: Equities, Equities Derivatives and Fixed Income: The BM&FBovespa markets reached a total volume of BRL112.74 billion in 7.04 million trades in June 2009, with daily averages of BRL5.37 billion and 335,458 trades, respectively. In May 2009, total volume reached BRL108.03 billion in 6.91 million trades (source: BM&FBovespa at www.bovespa.com.br).

In June 2009, the BM&FBovespa staged the first initial public offering held in Brazil in 2009, which was the largest ever held in the Brazilian market. VisaNet, formally called Cia Brasileira de Meios de Pagamentos, raised BRL8.4 billion, or $4.27 billion. That marked the world's largest initial public offering as of June 30, 2009, beating the $1.26 billion raised by Chinese manufacturer Zhongwang Holdings Ltd (source: The Wall Street Journal at www.wsj.com). In this regard, see table below extracted from Wall Street Journal's website:

In comparing the BM&FBovespa against the TSX and other major stock exchanges in the Americas, the World Federation of Exchanges reports that at the end of 2008: (a) the BM&FBovespa ranked as the fourth largest exchange (out of 11) in the Americas based on domestic market capitalization, immediately behind the TSX which was third largest, second largest being NASDAQ OMX and largest being NYSE Euronext (US); and (b) the BM&FBovespa ranked as the fifth largest exchange (out of 11) in the Americas based on total number of companies listed (equity securities), with American SE (AMEX) being the fourth largest, NASDAQ OMX being the third largest, NYSE Euronext (US) being the second largest and the TSX being the largest.

11. The only securities that the Filer has outstanding are common shares and GDRs.

12. The Filer is seeking an order that it is not a reporting issuer in Ontario, as this is the only jurisdiction of Canada in which the Filer is a reporting issuer. The Filer is not a reporting issuer in any jurisdictions other than Ontario and Brazil.

13. The Filer is a foreign private issuer in the U.S. and is exempt under Rule 12g3-2(b) of the Securities Exchange Act of 1934 from having to register and comply with the ongoing reporting obligations of the U.S. Securities and Exchange Commission (the "SEC"). In order to benefit from the exemption, the Filer must publish on its Internet website, in English, information it has made public or is required to make public under the laws of Brazil and pursuant to the BM&FBovespa filing requirements. No paper submissions to the SEC are required in respect of such disclosure. The Filer must maintain its exempt status under Rule 12g3-2(b) in the United States in accordance with the requirements of its GDR program and, as a result, it will continue to publish information that it makes public, or is required to make public under the laws of Brazil and pursuant to BM&FBovespa filing requirements, in English on its website for securityholders to access.

14. There is currently no market for the Filer's securities in Canada. The Filer has not taken any steps to indicate that there is a market for its securities in Canada since the GDRs were delisted from the TSX on November 6, 2008. The Filer has not conducted any offerings of its securities in Canada and it does not currently intend to conduct any offerings of its securities in Canada.

15. The GDRs are posted for trading on the OTCBB. The GDRs do not trade on any other marketplace. The common shares of the Filer are listed and posted for trading on the BM&FBovespa. The common shares do not trade on any other marketplace.

16. The Filer is not in default of any of its obligations under the Securities Act (Ontario).

17. In support of the representations set forth in paragraphs below concerning the percentage of outstanding securities and the total number of securityholders in Canada, the Filer has made inquiries in Brazil with Banco Itaú S.A. ("Banco Itaú") and the CBLC, which entities maintain the shareholder records for Brazilian public companies (just as a Canadian transfer agent and intermediaries would do so for Canadian public companies). The Filer has also made inquiries with The Bank of New York Mellon (the "BNY"), depositary for the GDRs, and who, together with Banco Itaú as custodian, maintains the official GDR ownership records of the Filer pursuant to the terms of a depositary agreement entered into with the Filer at the time the GDRs were created. The Filer believes that these inquiries were reasonable, as Banco Itaú, the CBLC and the BNY are the only official sources of information on the Filer's securityholders.

18. Based on the GDR holder information provided by the BNY, the following sets forth the number of holders of GDRs, and their aggregate beneficial ownership of GDRs, broken down by each Canadian jurisdiction in which GDR holders are resident (as of June 22, 2009):

(a) Alberta -- 6 securityholders holding 2,800 securities;

(b) British Columbia -- 9 securityholders holding 6,545 securities;

(c) Manitoba -- 1 securityholder holding 160 securities;

(d) New Brunswick -- 1 securityholder holding 3,000 securities;

(e) Nova Scotia -- 1 securityholder holding 100 securities;

(f) Ontario -- 33 securityholders holding 49,908 securities;

(g) Quebec -- 5 securityholders holding 12,800 securities; and

(h) Saskatchewan -- 1 securityholder holding 90 securities,

for a total of 57 GDR holders beneficially owning an aggregate of 165,313 securities of the Filer, representing approximately 0.05% of the issued and outstanding securities of the Filer worldwide.

Based on the shareholder information provided by Banco Itau and the CBLC, there are only 3 Canadian shareholders, all of whom are resident in Ontario, beneficially owning a total of 15,229,182 common shares of the Filer, representing approximately 4.9% of the total issued and outstanding common shares of the Filer (as at June 22, 2009). The 3 Canadian shareholders consist of Ontario Teachers Pension Plan Board ("OTPP"), holding 15,192,000 common shares (representing 4.98%), and two other sophisticated institutional shareholders holding 30,882 common shares (representing 0.01%) and 6,300 common shares (representing 0.002%), respectively.

According to the official common share ownership records of the Filer maintained by Banco Itaú, the CBLC and the BNY, as of June 22, 2009, there were a total of 9,269 registered and beneficial securityholders of the Filer worldwide, of which 60 were resident in Canada (57 GDR holders and 3 shareholders). Canadian residents therefore only represent approximately 0.6% of the Filer's securityholders worldwide, holding an aggregate of 15,394,495 common shares and GDRs and representing approximately 5% of the total issued and outstanding securities of the Filer worldwide.

19. The largest Canadian securityholder is OTPP which currently holds, and has historically held, approximately 4.98% of the total issued and outstanding common shares of the Filer. As noted above, the other Canadian securityholders beneficially own, in aggregate, approximately 0.06% of the securities of the Filer.

20. The OTPP has held approximately the same number of common shares since the time of the Filer's initial public offering (the "IPO") on the Bovespa in 2006, prior to the time that the Filer became a reporting issuer in Ontario as a result of its listing of GDRs on the TSX.

21. The OTPP, being the sole securityholder that brings the percentage of Canadian shareholdings in the Filer above 2%, has confirmed by written letter to the Filer that: (i) it has held approximately the same security position in the Filer since the time of the IPO, prior to the Filer's listing on the TSX; (ii) it receives disclosure from the Filer under the Brazilian securities law and the BM&FBovespa requirements; and (iii) it does not object to the Filer's request for an order or decision of the Commission to cease being a reporting issuer in Ontario.

22. The Filer issued a press release dated July 24, 2009, providing notice to its securityholders, including all Canadian resident securityholders, that it has applied to the Commission for a decision that it is not a reporting issuer in Canada and, if that decision is made, the Filer will no longer be a reporting issuer in any jurisdiction in Canada. The Filer represents that it has received no response from securityholders in connection with the press release.

23. The Filer has provided to the Commission an undertaking that it shall provide to its Canadian securityholders all disclosure that the Filer is required to provide to all other securityholders under the corporate/securities laws of Brazil and the rules and regulations of the BM&FBovespa and the Securities and Exchange Commission of Brazil (the "CVM"), in the same manner required under such laws, rules and regulations. All disclosure required to be made by the Filer under the said Brazilian laws, regulations and rules must be filed with the CVM and the BM&FBovespa and becomes publicly available to all securityholders. The Filer also publishes all such continuous disclosure documents on its website in English.

24. In the event that the Filer ceases reporting in Canada, Canadian securityholders will receive adequate disclosure under Brazilian corporate/securities laws and the rules and regulations of the CVM and the BM&FBovespa. The continuous disclosure requirements under the Brazilian corporate/securities laws and the rules and regulations of the CVM and the BM&FBovespa are very similar to the continuous disclosure requirements under the Securities Act (Ontario) (the "OSA"), including the requirement to file quarterly and year end annual financial statements, annual information forms, press releases and material fact notices, as well as to publish certain shareholder meeting materials (such as notices and voting results). Where the requirements appear to be different are with respect to the regime followed under Brazilian law/regulations for the calling of shareholder meetings. Unlike the requirements under the OSA to prepare a formal management information circular and physically mail materials to securityholders, in Brazil public companies are not required to prepare formal management information circulars and instead are required to publish a notice of meeting in a local national newspaper and file voting results and minutes of meeting publicly with the CVM in order to make them publicly available. Similarly, and as indicated above, Brazilian public companies are required to prepare quarterly and annual audited financial statements for filing publicly with the CVM; however they are not required to physically mail such financial statements to securityholders. All continuous disclosure requirements for Brazilian public companies are by way of public filings and do not include physical mailing of continuous disclosure documents. Appendix "A" to this order sets forth a detailed discussion of the Filer's disclosure requirements under Brazilian corporate/securities law and the rules and regulations of the CVM and the BM&FBovespa.

25. It is respectively submitted that, despite the fact that the total number of common shares held by Canadian securityholders represents more than 2% of the Filer's total issued and outstanding common shares worldwide, solely as a result of the OTPP's shareholdings, and despite the fact that the Filer's GDRs have been delisted from the TSX for a period of less than 12 months, based on the fact that:

(a) other than the OTPP, residents of Canada do not:

(i) directly or indirectly beneficially own more than 2% of each class or series of outstanding securities of the Filer worldwide; or

(ii) directly or indirectly comprise more than 2% of the total number of securityholders of the Filer worldwide; and

(b) the OTPP has confirmed in writing that (i) it has held the same approximate share position in the Filer since the time of the IPO, (ii) it receives disclosure from the Filer under the Brazilian securities law and the BM&FBovespa requirements, and (iii) it does not object to the Filer's request for an order of the Commission to cease being a reporting issuer in Ontario,

it would not be prejudicial to public interest for the Commission to order that the Filer is not a reporting issuer in Ontario pursuant to section 1(10)(b) of the Act.

AND UPON the Commission being satisfied that it would not be prejudicial to the public interest.

IT IS HEREBY ORDERED pursuant to clause 1(10)(b) of the Act that, for the purposes of Ontario securities law, the Filer is not a reporting issuer.

"P.L. Kennedy"

"James E.A. Turner"

APPENDIX "A" TO COMMISSION ORDER DATED AS OF _______________, 2009

IN THE MATTER OF

SECTION 1(10)(b) of THE SECURITIES ACT,

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

AND

CSA STAFF NOTICE 12-307 -- APPLICATIONS FOR A DECISION THAT AN ISSUER IS

NOT A REPORTING ISSUER (Staff Notice 12-307)

AND

IN THE MATTER OF

MMX MINERAÇÃO E METÁLICOS S.A. (the "Filer")

See attached letter of Veirano Advogados, Brazilian counsel to the Filer.

Chapter 3 -- Reasons: Decisions, Orders and Rulings

InterRent Real Estate Investment Trust -- ss. 8, 21.7

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

INTERRENT REAL ESTATE INVESTMENT TRUST

AND

IN THE MATTER OF

DECISIONS OF THE TORONTO STOCK EXCHANGE

DECISION

(Sections 8 and 21.7 of the Act)

DECISION

A. Background

[1] This is the decision of the Ontario Securities Commission (the "Commission") on the preliminary motions described below filed in connection with an application (the "Application") brought by NorthWest Value Partners Inc. ("NorthWest") pursuant to sections 8 and 21.7 of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act") to review two decisions of the Toronto Stock Exchange (the "TSX").

[2] The first decision under review pursuant to the Application is the determination by the Listing Committee of the TSX dated August 5, 2009, that (i) a private placement (the "Private Placement") of up to 9,333,333 units of InterRent Real Estate Investment Trust ("InterRent"), representing approximately 49 percent of the outstanding units, may proceed without unitholder approval, and (ii) the property management agreement to be entered into between InterRent and CLV Group Inc. ("CLV") must be submitted to unitholders of InterRent for approval (which vote may include unitholders under the Private Placement) and that CLV, Mike McGahan ("McGahan") and their related parties may not vote in respect of such approval. That decision is referred to as the "TSX Listing Committee Decision".

[3] The second decision under review pursuant to the Application is the determination by the TSX dated June 19, 2009 that the TSX did "not object to" InterRent delaying its annual meeting of unitholders, such delayed meeting to be held on or before September 30, 2009. That decision is referred to as the "TSX Meeting Date Decision".

[4] A hearing was held on August 17, 2009 to address preliminary motions in connection with the Application. The following motions were before us:

(i) CLV and McGahan each brought a motion seeking full intervenor status; and

(ii) NorthWest brought a motion raising the following questions for determination:

(1) What is the appropriate standard of review of the TSX Listing Committee Decision and the TSX Meeting Date Decision?

(2) With respect to the standard of review, and given the TSX record that has been provided to the parties, should the Commission defer to the decisions of the TSX, and does the Commission need additional information beyond the TSX record?

(3) If the Commission should not defer to the TSX Listing Committee Decision, is NorthWest entitled to particulars of: (i) the names of the subscribers to the Private Placement (the "private placees"); and (ii) any transcripts of the evidence of InterRent Trustees and the private placees?

(4) If the Commission should defer to the TSX Listing Committee Decision, is NorthWest entitled to particulars of: (i) the names of the private placees; and (ii) any transcripts of the evidence of InterRent Trustees and the private placees?

(5) If NorthWest is entitled to particulars, what is the schedule for providing those particulars?

(6) Was the request for a hearing and review of the TSX Meeting Date Decision filed in time?

[5] We received materials and heard submissions on the motions from NorthWest, InterRent, the TSX, CLV and Staff of the Commission. We will address the motions in this decision in the same order as we dealt with them at the hearing.

[6] The issue of this decision is a matter of some urgency because the private placees have agreed to subscribe for units of InterRent and the funds representing those subscriptions are being held in trust by counsel for CLV. We understand that the Private Placement cannot be completed until the Commission has made a decision with respect to the Application. Accordingly, we are issuing this decision now on an expedited basis.

[7] This document does not constitute the reasons for our decision on the motions before us. We will issue full reasons in due course for purposes of subsection 9(1) of the Act.

B. The Intervenor Motion

[8] At the hearing, we granted full intervenor status to CLV. In our view, CLV is directly affected by the TSX Listing Committee Decision and will be directly affected by the Commission's decision on the merits in this matter. Therefore, we granted CLV full standing in this matter pursuant to subrule 1.8.1(3) of the Commission's Rules of Procedure (2009), 32 O.S.C.B. 1991 (the "Rules of Procedure"). We did not grant intervenor status to McGahan. We understand that McGahan is CLV's Chief Executive Officer and sole director and shareholder. Given our decision to grant full intervenor status to CLV, we concluded that McGahan would not bring a different or unique perspective to the Application.

C. Disclosure of Names of the Private Placees

[9] At the hearing, we decided not to order disclosure of the names of the private placees to us or to NorthWest. In our view, that disclosure is not necessary in these particular circumstances. In making that decision, we considered section 5.4 of the Statutory Powers Procedure Act, R.S.O. 1990, c. S.22, as amended and Rules 4.1, 4.2, 4.3 and 14.3 of the Rules of Procedure. On balance, we concluded that it was important to protect the privacy of those investors. Because we decided not to require disclosure of the names of the private placees, it is not necessary for us to address NorthWest's request to examine the private placees and to fix a schedule for doing so.

D. Should the Commission Defer to the TSX Listing Committee Decision?

[10] We are entitled to intervene in a decision of the TSX where (i) the TSX has proceeded on an incorrect principle; (ii) the TSX has erred in law; (iii) the TSX has overlooked material evidence; (iv) new and compelling evidence is presented to the Commission that was not presented to the TSX; and (v) the Commission's perception of the public interest conflicts with that of the TSX (see: Re Canada Malting Co. (1986), 9 O.S.C.B. 3566 ("Canada Malting") at para. 59). The Commission will intervene in a TSX decision, however, only in the rare case where the applicant has met the heavy burden of proving such intervention is justified in accordance with the principles referred to in Canada Malting or on some other ground acceptable to the Commission.

[11] We find that NorthWest has not established any of the grounds set out in Canada Malting upon which we would be entitled to intervene in the TSX Listing Committee Decision.

[12] In making the TSX Listing Committee Decision, the TSX considered all of the relevant information and assessed all of the relevant considerations. The process it followed was appropriate and its reasons carefully articulated its rationale for the decision. In our view, we have a sufficient basis upon which to defer to the TSX Listing Committee Decision and, in our view, that decision was reasonable in the circumstances. Accordingly, we defer to the TSX Listing Committee Decision.

[13] We therefore dismiss NorthWest's Application for a hearing and review of the TSX Listing Committee Decision.

E. Request for a Hearing and Review of the TSX Meeting Date Decision

[14] NorthWest also applied to the Commission for a hearing and review of the TSX Meeting Date Decision (not to object to InterRent postponing its annual meeting of unitholders to a date on or before September 30, 2009).

[15] The TSX Meeting Date Decision was confirmed by letter from the TSX to InterRent on June 19, 2009. The correspondence shows that NorthWest was aware of that decision by June 24, 2009. The request for a hearing and review of that decision by NorthWest is dated August 4, 2009. Because the date of NorthWest's request for a hearing and review of the TSX Meeting Date Decision is more than 30 days after the date of that decision, NorthWest's application for review is out of time. Accordingly, we dismiss that application.

DATED at Toronto on the 26th day of August 2009.

"James E. A. Turner"

"David L. Knight"

Chapter 4 -- Cease Trading Orders

Temporary, Permanent & Rescinding Issuer Cease Trading Orders

Temporary, Permanent & Rescinding Management Cease Trading Orders

THERE ARE NO ITEMS FOR THIS WEEK.

Outstanding Management & Insider Cease Trading Orders

Chapter 8 -- Notice of Exempt Financings

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