Ontario Securities Commission Bulletin

Issue 33/25 - June 25, 2010

Ont. Sec. Bull. Issue 33/25

Table of Contents

Chapter 1 - Notices / News Releases

Notices

• Current Proceedings before the Ontario Securities Commission

• CSA Staff Notice 23-309 -- Frequently Asked Questions About the Order Protection Rule and Intentionally Locked or Crossed Markets -- Part 6 of National Instrument 23-101 and Related Companion Policy

• Notice of Ministerial Approval of Exchange of Letters with the China Banking Regulatory Commission

Notices from the Office of the Secretary

• Paladin Capital Markets Inc. et al.

• Irwin Boock et al.

• Global Energy Group, Ltd. et al.

• Christina Harper et al.

• Magna International Inc. et al.

• Magna International Inc. et al.

• Magna International Inc. et al.

• Magna International Inc. et al.

• Sextant Capital Management Inc. et al.

• Magna International Inc. et al.

Chapter 2 - Decisions, Orders and Rulings

Decisions

• Navina Asset Management Inc. et al.

• Textron Financial Canada Funding Corp. -- s. 1(10)

• Petrobank Energy and Resources Ltd. and Petrominerales Ltd.

• Quicksilver Resources Inc.

• TayCon Capital Corporation

• Brazauro Resources Corporation

• Tahoe Resources Inc.

• Howson Tattersall Investment Counsel Limited and Mackenzie Financial Corporation

• Pollard Banknote Income Fund -- s. 1(10)

• Northwest Healthcare Properties Real Estate Investment Trust

• Etrion Corporation

Orders

• Quicksilver Resources Inc. -- s. 144

• Rainmaker Mining Corp. -- s. 1(11)(b)

• Paladin Capital Markets Inc. et al. -- ss. 127(1), 127(7), 127(8)

• Irwin Boock et al.

• Global Energy Group, Ltd. et al. -- s. 127

• Christina Harper et al. -- ss. 127(7), 127(8)

• Magna International Inc. et al.

• Magna International Inc. et al.

• Magna International Inc. et al.

• Magna International Inc. et al.

• Sextant Capital Management Inc. et al.

• Magna International Inc. et al

Chapter 4 - Cease Trading Orders

• Temporary, Permanent & Rescinding Issuer Cease Trading Orders

• Temporary, Permanent & Rescinding Management Cease Trading Orders

• Outstanding Management & Insider Cease Trading Orders

Chapter 6 - Request for Comments

• Notice of Proposed Amendments to NI 81-102 Mutual Funds and NI 81-106 Investment Fund Continuous Disclosure, and Related Consequential Amendments

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 - SROs, Marketplaces and Clearing Agencies

SROs

• Proposed Amendments to MFDA Rule 3.3.2 (Segregation of Client Property -- Cash)

• Proposed New MFDA Rule 2.4.4 (Transaction Fees or Charges) and Proposed Amendments to MFDA Rule 5.1 (Requirement for Records)

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Chapter 1 -- Notices / News Releases

Current Proceedings Before The Ontario Securities Commission

June 25, 2010

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

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

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

CSA Staff Notice 23-309 -- Frequently Asked Questions about the Order Protection Rule and Intentionally Locked or Crossed Markets -- Part 6 of National Instrument 23-101 and Related Companion Policy

CANADIAN SECURITIES ADMINISTRATORS

STAFF NOTICE 23-309

FREQUENTLY ASKED QUESTIONS ABOUT THE ORDER PROTECTION RULE AND INTENTIONALLY LOCKED OR

CROSSED MARKETS -- PART 6 OF NATIONAL INSTRUMENT 23-101 AND RELATED COMPANION POLICY

The purpose of this notice is to answer some of the frequently asked questions (FAQs) regarding the Order Protection Rule (OPR) and the prohibition against intentionally locking or crossing markets.

The list of FAQs below is not exhaustive, but it includes key issues and questions discussed by the Trade-through Implementation Committee{1} or raised by other stakeholders. Staff of the Canadian Securities Administrators (CSA or we) may update these FAQs from time to time as necessary.

Some terms we use in this notice are defined in National Instrument 21-101 Marketplace Operation (NI 21-101) or in National Instrument 23-101 Trading Rules (NI 23-101).

Effective on February 1, 2011, the OPR will require marketplaces as well as marketplace participants that send directed-action orders (DAOs), to establish, maintain and ensure compliance with written policies and procedures that are reasonably designed to prevent trade-throughs. To assist marketplaces and marketplace participants in developing these policies and procedures and complying with the OPR, we have compiled some of the issues and questions related to the OPR in the form of FAQs, together with our responses to the questions.

This notice also contains some FAQs regarding the provision that prohibits marketplace participants from intentionally locking or crossing markets. This provision is found in Part 6 of NI 23-101 but is separate from the OPR and is currently in force.

A. COMPLIANCE WITH OPR REQUIREMENTS

A-1 Q: When an entity is routing a DAO through a dealer that is a marketplace participant{2}, who will be responsible for the proper use of the DAO marker?

A: A DAO may be routed in a variety of ways. We describe a number of DAO routing scenarios below and identify where the responsibility for proper use of the DAO marker would lie in each instance.

A: Scenario 1

Dealer A is a marketplace participant but not a member or subscriber of Marketplace X. Dealer A's orders reach Marketplace X through Dealer B, which is a marketplace participant of Marketplace X. We consider this to be a jitney relationship between Dealer A and Dealer B. Under the OPR, regulatory responsibility for the proper use of a DAO marker rests with both Dealer A and Dealer B, since both are marketplace participants. However, they can agree about which of them will ensure proper use of the DAO marker. It is our view that reasonably designed written policies and procedures for Dealer A and Dealer B, respectively, include both clearly identifying which of them will ensure proper use of the DAO marker and requiring the other's acknowledgement.

Scenario 2

Dealer C is not a marketplace participant, therefore we consider this to be a client relationship between Dealer C and Dealer B. Dealer B is the only marketplace participant in this instance and therefore is responsible for proper usage of the DAO marker.

Scenario 3

In this scenario, because Institutional Investor D is not a marketplace participant, we would consider this to be a client relationship between Institutional Investor D and Dealer B. Dealer B is the only marketplace participant in this scenario and therefore is responsible for proper usage of the DAO marker.

We note that it is up to a dealer to determine whether it will allow its clients to send DAOs to a marketplace via direct market access. In our view, reasonably designed written policies and procedures for a dealer offering this arrangement would include documenting this decision and the client's obligations.

Scenario 4

This scenario also represents a client relationship; however it is between an institutional investor that is a marketplace participant and a dealer that is a marketplace participant of Marketplace X. Like Scenario 1, since both entities are marketplace participants, regulatory responsibility for the proper use of a DAO marker rests with both the institutional investor and the dealer. However, they can agree about which of them will ensure proper use of the DAO marker. It is our view that reasonably designed written policies and procedures for the institutional investor and dealer, respectively, include both clearly identifying which of them will ensure proper use of the DAO marker and requiring the other's acknowledgement.

Scenario 5

If an institutional investor is a subscriber to an ATS, then that institutional investor is responsible for ensuring the proper use of the DAO marker on DAOs it sends directly to that ATS.

A-2 Q: Who will enforce the OPR?

A: The OPR will be a CSA-level rule that will be enforced by the CSA. In addition, dealers will be subject to the Universal Market Integrity Rules (UMIR) of the Investment Industry Regulatory Organization of Canada (IIROC) related to the OPR and related policies, procedures and supervision. As all marketplaces have retained IIROC as a regulation services provider, IIROC will monitor compliance with UMIR and the OPR through its compliance reviews and surveillance of trading of its members (including ATSs) and access persons.{3} The CSA will also assess compliance of the OPR through their oversight reviews of exchanges.

A-3 Q: Sections 6.1(2) and 6.2(1) of Companion Policy 23-101CP (23-101 CP) will say that marketplaces or marketplace participants that use a DAO are expected to maintain relevant information so that the effectiveness of its policies and procedures can be adequately evaluated by regulatory authorities. What type of documentation needs to be kept in order to satisfy this expectation?

A: Each marketplace and marketplace participant that uses a DAO must regularly review its OPR policies and procedures. These reviews cover the effectiveness of the policies and procedures in place including the testing of any system used to facilitate OPR compliance. We recommend retaining documentation related to the reviews, any deficiencies found and any actions taken to address the deficiencies.

We also recommend that a marketplace or marketplace participant that uses a DAO keep or have access to a snapshot of what the market looked like at the time of making the routing decision and sending the DAO.

A-4 Q: Will the OPR require marketplaces to cancel any portion of a DAO that cannot be executed immediately?

A: No, the definition of a DAO will allow a marketplace to either book or cancel any unexecuted remainder of a DAO. Therefore, as part of its policies and procedures, a marketplace needs to clearly describe how it will treat unexecuted portions of DAOs and marketplace participants that send DAOs should verify the treatment of the DAO marker on that marketplace. To ensure the immediate cancellation of any remainder of a DAO that is not initially executed, marketplaces and marketplace participants sending a DAO should use the immediate-or-cancel (IOC) or fill-or-kill (FOK) designation if appropriate.

A-5 Q: Would the following scenario be compliant with the OPR: A marketplace participant that facilitates a manual block trade for a customer at a price that does not trade through a protected order at the time of the match, but when the trade is printed on a marketplace, the price is inferior to a protected order on another marketplace?

A: Yes, subsections 6.2(d) and 6.4(a)(iii) of NI 23-101 will provide some relief due to moving or changing markets.

Subsection 6.3(c) of 23-101CP (which discusses the "changing markets" exception in detail) states that the "changing markets" exception would allow for the execution of an order on a marketplace, within the best bid or offer on that marketplace but outside the best bid or offer displayed across marketplaces in the above circumstance.

A-6 Q: When a new marketplace launches, what OPR requirements must be met by: (i) the new marketplace, (ii) marketplaces in operation at that time and (iii) marketplace participants sending DAOs?

A: A new marketplace will have to establish, and be able to maintain and ensure compliance with, written policies and procedures that are reasonably designed to prevent trade-throughs prior to its launch.

A new marketplace is required under subsection 12.3(1) of NI 21-101 to publicly make available, for at least three months immediately before its operations begin, technology requirements regarding interfacing with or access to the marketplace in their final form. After publishing its technology requirements, subsection 12.3(2) of NI 21-101 requires a new marketplace to make testing facilities for interfacing with and accessing the marketplace publicly available for at least two months immediately before its operations begin.

A marketplace in operation at that time or a marketplace participant that sends DAOs should ensure it has appropriate access to the new marketplace in order to comply with its own OPR obligations.

B. SYSTEMS ISSUES REQUIREMENTS

B-1 Q: Will OPR requirements continue to apply when data is interrupted due to technical problems experienced by the information processor, an information vendor or an independent software vendor?

A: Yes, because the OPR will require that a marketplace or marketplace participant that sends DAOs establish, maintain and ensure compliance with written policies and procedures that are reasonably designed to prevent trade-throughs. Reasonably designed policies and procedures would include steps to address data interruptions.

We note that if a trade-through occurs due to a failure, malfunction or material delay of the systems, equipment or ability to disseminate marketplace data of the destination marketplace, the systems issues exception may be invoked.

B-2 Q: Subsection 6.3(1) of NI 23-101 will require that when a marketplace is aware it is experiencing a failure, malfunction or material delay of its systems, equipment or ability to disseminate marketplace data, it will inform all other marketplaces, its marketplace participants, any information processor, and any regulation services providers of the issue. What elements should be included in the policies and procedures of a marketplace with respect to this notification requirement?

A: In addition to notifying other marketplaces, marketplace participants, the information processor and the regulation services provider as will be required under subsection 6.3(1), marketplace policies and procedures should also address the requirement to promptly notify its regulator or, in Québec, the securities regulatory authority and, if applicable, its regulation services provider, of any material systems failure, malfunction or delay under subsection 12.1(c) of NI 21-101.

In addition, marketplaces have jointly created the "Canadian Marketplace Communication Protocol for Unplanned Service Interruptions", found at Schedule A of this Notice. This document sets out the elements and parameters around the notification procedures and protocols for the listed marketplaces which we recommend be included or referenced in the policies and procedures of all marketplaces.

B-3 Q: Subsections 6.3(2) and 6.3(3) of NI 23-101 will require that when a marketplace or marketplace participant suspects that a destination marketplace is experiencing a failure, malfunction or material delay of its systems, equipment or ability to disseminate marketplace data that it may bypass this marketplace (systems issues exception) subject to certain notification requirements. What should a marketplace or marketplace participant that sends DAOs include in its policies and procedures about invoking the systems issues exception?

A: We recommend that the policies and procedures of a marketplace participant that sends DAOs and a marketplace describe the following:

1. Invoking and Ending the Use of the Systems Issues Exception

A marketplace's or marketplace participant's policies and procedures should include the circumstances in which it would invoke the systems issues exception. Such circumstances might include a destination marketplace repeatedly failing to provide an immediate response to orders received or material delays in the response time without notification by the destination marketplace that it may be experiencing systems issues.

The marketplaces, facilitated by the Investment Industry Association of Canada, created a "Marketplace Self-help Procedures" document, found at Appendix C to the Canadian Marketplace Communication Protocol for Unplanned Service Interruptions. This document lists the circumstances that will trigger individual marketplaces to rely on the systems issues exception. We recommend that marketplaces incorporate this element of the document into their OPR policies and procedures. We note that this document may be updated from time to time.

2. Notification Process

The OPR will require in subsections 6.3(2) and 6.3(3) of NI 23-101 that a marketplace, and a marketplace participant sending DAOs, communicate their reliance on the systems issues exception. This notification may use various forms of technology, such as e-mail. We recommend incorporating how and when this notification will occur into the policies and procedures of marketplaces and marketplace participants that send DAOs.

We also recommend that marketplaces use a means of contact that is continuously monitored so that systems issues can be addressed promptly.

In addition to identifying the circumstances that will trigger the systems issues exception, the Marketplace Self-help Procedures document also outlines the communications steps each marketplace will take when it uses the systems exception against another marketplace. We recommend that this element of the document also be included in marketplace OPR policies and procedures.

3. Systems Assessment

Subsection 6.3(a)(ii) of 23-101CP will explain that a marketplace, or marketplace participant sending DAOs, cannot invoke the systems issues exception against a marketplace unless it reasonably concludes that a particular marketplace is experiencing the problem. The systems issues exception is not available when the systems problem occurs at a vendor that provides services to a dealer.

Subsections 6.1(2) and 6.4(2) of NI 23-101 will require marketplaces and marketplace participants that use DAOs to regularly review and monitor the effectiveness of their OPR policies and procedures. As mentioned in question A-3 above, this includes the testing of any system used to facilitate OPR compliance. We view this as including the testing of:

• routing systems to ensure these systems are functioning properly; and

• the process to be conducted to ensure that the issue does not lie within the marketplace's, marketplace participant's or their vendor's own systems.

4. Documentation of Reliance on Systems Exception

Subsection 6.1(3) of 23-101CP will provide guidance regarding marketplaces maintaining appropriate documentation when handling delayed responses. When relying on the systems issues exception, we recommend that marketplaces, and marketplace participants that use DAOs, maintain evidence of the problem, the notification provided and the systems assessment that was conducted.

C. LOCKED OR CROSSED MARKETS{4}

C-1 Q: Is it permissible for a marketplace participant to join the bid or the offer if the market is already locked or crossed?

A: No, it is not permissible to simply join the bid or the offer when a market is locked or crossed.

Subsection 6.4(2)(c) of Companion Policy 23-101CP states that an example of a situation of where a locked or crossed market may occur unintentionally is when "the locking or crossing order was displayed at a time when a protected bid was higher than a protected offer". This is intended to include an order that is entered to uncross the market but not an order that simply joins the bid or the offer.

C-2 Q: What are some instances where a locked or crossed market may occur unintentionally?

A: Subsection 6.4(2) of Companion Policy 23-101CP outlines some situations where a locked or crossed market may occur unintentionally. There may be other situations where a locked or crossed market may also occur unintentionally including when securities legislation requires that the order be entered on or executed on a particular marketplace. For example, this might occur when securities being sold are subject to resale on a "designated offshore securities market" under Rule 904 of Regulation S of the U.S. Securities Act of 1933. Some other situations where a locked or crossed market may occur unintentionally include: (1) the execution of opening orders or market-on-close orders on a particular marketplace when trading is on-going or continues on at least one other marketplace and (2) the restarting of trading of a security on a marketplace following a halt for either regulatory or business purposes given that marketplaces may use different mechanisms to resume trading.

If you have any questions about these FAQs or the OPR generally, please contact the following CSA staff:

June 25, 2010

{1} The Trade-through Implementation Committee is an open membership committee comprised of representatives of dealers, marketplaces and vendors that has been meeting periodically since February 2009 to identify and resolve issues regarding the implementation of the OPR.

{2} NI 21-101 defines a marketplace participant to mean a member of an exchange, a user of a quotation and trade reporting system, or a subscriber of an ATS.

{3} "Access person" is defined in UMIR as " a person other than a Participant who is: (a) a subscriber; or (b) a user".

{4} The prohibition on intentionally locking or crossing markets is set out in section 6.5 of NI 23-101.

Schedule A

Canadian Marketplace Communication Protocol for Unplanned Service Interruptions

The objective of this Protocol document is to provide a clear framework detailing the minimum standards/benchmarks for communications when Canadian marketplaces experience an unplanned, material service interruption. The Protocol is a non-binding, best-practice guideline for industry-wide reference and adoption, intended to provide industry stakeholders with relevant information in a predictable and consistent manner when such interruptions occur. All Canadian markets as at the date of this document have agreed to use their best efforts to comply with the Protocol.

1. Scope

The Protocol covers any unplanned material interruption to, or degradation of, a marketplace's service where the problem would cause the loss of integrity to the data stream; the loss of messages; stoppage or delay of updates; corruption of message formats or errors in content during normal operations; connectivity problems; stoppage or delay of order entry, order routing or other trading services (Material Service Interruption).

The scope of the Protocol is limited to notification schedules and communication processes, and includes the following elements:

• initial notice of the problem including what is affected and an estimate for restoring service;

• periodic follow-up until the problem is resolved;

• notice when service has been restored;

• preliminary and final description of the problem and how/when it will be / was fixed; and

• the requirement for contact names, numbers, points for escalation, and an open conference line that direct recipients can dial into wherever possible during actual events.

2. Determination of Impact

It is in the discretion of each marketplace to determine if a problem is material in nature. In doing so, the following factors should be considered:

• number of participants unable to use the applicable marketplace service;

• degree of control the marketplace has over the service;

• impact on market liquidity and/or quality; and

• availability of other alternatives / workarounds.

3. Communication Channels

Notice should be disseminated via the appropriate electronic mechanisms, including telephone, e-mail, web site, pager, etc. Notice via logically formatted messages in the marketplace's data feed is the recommended method if the service itself is still available.

Follow-up updates may be provided in the same manner as the initial communication, or may be disseminated on a website accessible to Recipients, if the initial communication or any follow-up updates provide for such a procedure.

Where appropriate, marketplaces should also establish an open conference line that Recipients can dial into during a Material Service Interruption.

4. Marketplace Resources and Contact Lists

Appendix A provides a list of contacts.

These contacts are responsible for initiating notices to recipients, and responding to any necessary inquiries from direct recipients; they should not also be responsible after recovery of the service, to ensure that there is no conflict with the requirement for customer notification and support. Attached is a list of the names and contact information. It is the obligation of each marketplace to inform the other marketplaces of any changes to this contact information.

5. Marketplace Restart Procedures Following a Material Service Interruption

If a marketplace has suffered a Material Service Interruption, it will follow the procedures set out in Appendix B upon the restart of services.

6. Marketplace Self-Help Procedures

If a marketplace declares self-help against another marketplace, it will follow the procedures set out in Appendix C.

Appendix A -- Canadian Marketplace Contacts

Appendix B

Canadian Marketplace Restart Procedures

Appendix C

Marketplace Self-help Procedures

Market Participants, including marketplaces, can declare self-help against a marketplace when a marketplace is having operational issues (failure, malfunction or material delay of its systems or equipment) which would make the routing of orders to that marketplace inappropriate. Notwithstanding any declaration of self-help by other marketplace participants, if a marketplace is aware of its own operational problems it should communicate in accordance with the principles set out in the Protocol document. Also, a marketplace participant cannot declare self-help against a marketplace when it is experiencing its own issues or is having problems with its vendor.

Notice of Ministerial Approval of Exchange of Letters with the China Banking Regulatory Commission

On June 17, 2010, the Minister of Finance approved, pursuant to section 143.10 of the Securities Act (Ontario), the Exchange of Letters between certain provincial securities regulators and the China Banking Regulatory Commission (Exchange of Letters). The Exchange of Letters is intended to facilitate regulatory cooperation in connection with the overseas wealth management business of Chinese commercial banks on behalf of their clients.

The Exchange of Letters came into effect in Ontario on June 17, 2010. The Exchange of Letters signed by certain members of the Canadian Securities Administrators was published in the Bulletin on April 23, 2010. (See (2010) 33 OSCB 3608.)

Paladin Capital Markets Inc. et al.

FOR IMMEDIATE RELEASE

June 18, 2010

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

PALADIN CAPITAL MARKETS INC.,

JOHN DAVID CULP AND

CLAUDIO FERNANDO MAYA

TORONTO -- The Commission issued an Order in the above named matter which provides that (1) pursuant to subsections 127(7) and 127(8), the Temporary Order is extended until August 6, 2010; and (2) the hearing is adjourned to a confidential pre-hearing conference to be held on August 5, 2010 at 10:00 a.m.

A copy of the Order dated June 15, 2010 is available at www.osc.gov.on.ca.

For media inquiries:

For investor inquiries:

Irwin Boock et al.

FOR IMMEDIATE RELEASE

June 18, 2010

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

IRWIN BOOCK, STANTON DEFREITAS, JASON

WONG, SAUDIA ALLIE, ALENA DUBINSKY, ALEX

KHODJIAINTS, SELECT AMERICAN TRANSFER

CO., LEASESMART, INC., ADVANCED GROWING

SYSTEMS, INC., INTERNATIONAL ENERGY LTD.,

NUTRIONE CORPORATION, POCKETOP

CORPORATION, ASIA TELECOM LTD., PHARM

CONTROL LTD., CAMBRIDGE RESOURCES

CORPORATION, COMPUSHARE TRANSFER

CORPORATION, FEDERATED PURCHASER, INC.,

TCC INDUSTRIES, INC., FIRST NATIONAL

ENTERTAINMENT CORPORATION, WGI

HOLDINGS, INC. AND ENERBRITE

TECHNOLOGIES GROUP

TORONTO -- The Commission issued an order in the above named matter which provides that the Status Hearing is adjourned until Tuesday, June 29, 2010 at 9:30 a.m.

A copy of the Order dated June 18, 2010 is available at www.osc.gov.on.ca.

For media inquiries:

For investor inquiries:

Global Energy Group, Ltd. et al.

FOR IMMEDIATE RELEASE

June 21, 2010

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

GLOBAL ENERGY GROUP, LTD., NEW GOLD

LIMITED PARTNERSHIPS, CHRISTINA HARPER,

VADIM TSATSKIN, MICHAEL SCHAUMER,

ELLIOT FEDER, ODED PASTERNAK, ALAN

SILVERSTEIN, HERBERT GROBERMAN,

ALLAN WALKER, PETER ROBINSON,

VYACHESLAV BRIKMAN, NIKOLA BAJOVSKI,

BRUCE COHEN AND ANDREW SHIFF

TORONTO -- The Commission issued an Order in the above named matter which provides that the hearing is adjourned to September 1, 2010 at 1:00 p.m. or such other date as is agreed by the parties and determined by the Office of the Secretary.

A copy of the dated June 14, 2010 is available at www.osc.gov.on.ca.

For media inquiries:

For investor inquiries:

Christina Harper et al.

FOR IMMEDIATE RELEASE

June 21, 2010

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

CHRISTINA HARPER, HOWARD RASH, MICHAEL

SCHAUMER, ELLIOT FEDER, VADIM TSATSKIN,

ODED PASTERNAK, ALAN SILVERSTEIN,

HERBERT GROBERMAN, ALLAN WALKER,

PETER ROBINSON, VYACHESLAV BRIKMAN,

NIKOLA BAJOVSKI, BRUCE COHEN AND

ANDREW SHIFF

TORONTO -- The Commission issued an Order in the above named matter which provides that (1) pursuant to subsections 127 (7) and (8) of the Act, the Temporary Order is extended to September 1, 2010; and (2) the hearing in this matter is adjourned to September 1, 2010, at 1:00 p.m.

A copy of the Order dated June 14, 2010 is available at www.osc.gov.on.ca.

For media inquiries:

For investor inquiries:

Magna International Inc. et al.

FOR IMMEDIATE RELEASE

June 18, 2010

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

MAGNA INTERNATIONAL INC.

AND

IN THE MATTER OF

THE STRONACH TRUST

AND 446 HOLDINGS INC.

TORONTO -- The Commission issued a confidentiality order in the above named matter.

A copy of the confidentiality Order dated June 18, 2010 is available at www.osc.gov.on.ca.

For media inquiries:

For investor inquiries:

Magna International Inc. et al.

FOR IMMEDIATE RELEASE

June 18, 2010

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

MAGNA INTERNATIONAL INC.

AND

IN THE MATTER OF

THE STRONACH TRUST

AND 446 HOLDINGS INC.

TORONTO -- The Commission issued an order granting Goodman & Co. Investment Counsel Ltd. Torstar standing at the hearing on the merits in the above named matter.

A copy of the Order Granting Intervenor Status to Goodman & Co. Investment Counsel Ltd. dated June 18, 2010 is available at www.osc.gov.on.ca.

For media inquiries:

For investor inquiries:

Magna International Inc. et al.

FOR IMMEDIATE RELEASE

June 18, 2010

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

MAGNA INTERNATIONAL INC.

AND

IN THE MATTER OF

THE STRONACH TRUST

AND 446 HOLDINGS INC.

TORONTO -- The Commission issued an order granting The Special Committee of Magna International Inc. Torstar standing at the hearing on the merits in the above named matter.

A copy of the Order Granting Intervenor Status to The Special Committee of Magna International Inc. dated June 18, 2010 is available at www.osc.gov.on.ca.

For media inquiries:

For investor inquiries:

Magna International Inc. et al.

FOR IMMEDIATE RELEASE

June 18, 2010

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

MAGNA INTERNATIONAL INC.

AND

IN THE MATTER OF

THE STRONACH TRUST

AND 446 HOLDINGS INC.

TORONTO -- The Commission issued an order granting Ontario Teachers' Pension Plan Board, Canada Pension Plan Investment Board, OMERS Administration Corporation, Alberta Investment Management Corporation, Letko, Brosseau & Associates Inc., and British Columbia Investment Management Corporation (the "Proposed Intervenors") Torstar standing at the hearing on the merits in the above named matter.

A copy of the Order Granting Intervenor Status to the Proposed Intervenors dated June 18, 2010 is available at www.osc.gov.on.ca.

For media inquiries:

For investor inquiries:

Sextant Capital Management Inc. et al.

FOR IMMEDIATE RELEASE

June 22, 2010

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

SEXTANT CAPITAL MANAGEMENT INC.,

SEXTANT CAPITAL GP INC., OTTO SPORK,

KONSTANTINOS EKONOMIDIS, ROBERT LEVACK

AND NATALIE SPORK

TORONTO -- The Commission issued a Confidentiality Order in the above named matter.

A copy of the Order dated June 21, 2010 is available at www.osc.gov.on.ca.

For media inquiries:

For investor inquiries:

Magna International Inc. et al.

FOR IMMEDIATE RELEASE

June 22, 2010

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

MAGNA INTERNATIONAL INC.

AND

IN THE MATTER OF

THE STRONACH TRUST

AND 446 HOLDINGS INC.

TORONTO -- The Commission issued an order granting Mason Capital Management LLC Torstar standing at the hearing on the merits in the above named matter.

A copy of the Order Granting Intervenor Status to Mason Capital Management LLC dated June 21, 2010 is available at www.osc.gov.on.ca.

For media inquiries:

For investor inquiries:

Chapter 2 -- Decisions, Orders and Rulings

Navina Asset Management Inc. et al.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Relief granted to permit a non-redeemable investment fund converting into a mutual fund to show pre-conversion past performance in sales communications; relief also granted from certain new mutual fund requirements -- the non-redeemable investment fund has always complied with the investment restrictions of NI 81-102 and the fund will have already met the minimum subscription for new mutual funds; relief also granted to allow converted mutual fund to short sell up to 20% of net assets subject to certain conditions.

Applicable Legislative Provisions

National Instrument 81-102 Mutual Funds, ss. 2.6(a) and (c), 3.1, 3.3, 6.1(1), 15.6(a), 15.6(d), 19.1.

June 15, 2010

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

NAVINA ASSET MANAGEMENT INC.

(the "Filer")

AND

IN THE MATTER OF

NAVINA GLOBAL RESOURCE FUND

(formerly LONG RESERVE LIFE RESOURCE FUND)

(the "Fund")

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer and the Fund for a decision under the securities legislation of the Jurisdiction of the principal regulator (the "Legislation") granting exemptive relief to the Filer and the Fund from the following provisions of National Instrument 81-102 Mutual Funds ("NI 81-102") upon the conversion of the Fund from a closed-end investment trust to an open-end conventional mutual fund trust subject to NI 81-102 (the "Conversion", as further described below):

(a) the seed capital requirements in section 3.1 to permit the Fund, at the time it becomes a mutual fund, to rely on its existing net assets;

(b) the prohibitions contained in section 3.3 to permit the costs of the preparation and filing of a preliminary simplified prospectus and annual information form to be borne by the Fund; and

(c) the prohibitions in subsections 15.6(a) and (d) to permit the Fund to show its historic performance data in sales communications notwithstanding that it has not, as a mutual fund, distributed its securities under a simplified prospectus for 12 consecutive months and to permit sales communications relating to the Fund to contain performance data of the Fund for the period prior to the Fund, as a mutual fund, offering its securities under a simplified prospectus (paragraphs (a) (b) and (c) collectively, the "Conversion Relief"); and

(d) the requirement contained in subsection 2.6(a) prohibiting a mutual fund from providing a security interest over its assets;

(e) the requirement contained in subsection 2.6(c) prohibiting a mutual fund from selling securities short; and

(f) the requirement contained in subsection 6.1(1) prohibiting a mutual fund from depositing any part of its assets with an entity other than its custodian (paragraphs (d) (e) and (f), collectively, the "Short Selling Relief"),

(the Conversion Relief and the Short Selling Relief, collectively, the "Requested Relief").

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

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

(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System ("MI 11-102") is intended to be relied upon in each of the provinces of Canada other than the Jurisdiction.

Interpretation

Terms defined in NI 81-102, 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 the Fund:

The Filer and the Fund

1. The Filer is a corporation amalgamated under the laws of the Province of Ontario, with its head office in Toronto, Ontario.

2. The Filer, as manager of the Fund, is responsible for the management of the Fund and the day-to-day operations of the Fund. The Filer is also the trustee and portfolio advisor of the Fund.

3. The Fund is currently a closed-end investment trust established under the laws of the Province of Ontario pursuant to a declaration of trust dated as of May 18, 2006, as amended and restated as of June 21, 2007, as amended and restated as of March 31, 2009 and as amended as of June 7, 2010 (the "Declaration of Trust").

4. The Fund is a reporting issuer under the securities legislation of each of the provinces of Canada.

5. Units of the Fund were distributed pursuant to an initial public offering under a long form prospectus dated May 18, 2006 and are listed and traded on the Toronto Stock Exchange (the "TSX").

6. As at April 30, 2010, there were 826,782 units of the Fund outstanding with a net asset value ("NAV") per unit of $7.38, for an aggregate NAV of the Fund of $6,097,796.18.

7. Since its inception in May 2006, the Fund has complied with the investment restrictions contained in NI 81-102, including not using leverage in the management of its portfolio.

8. Neither the Filer nor the Fund is in default of any of the requirements of applicable securities legislation in any of the provinces or territories of Canada.

The Conversion and changes on the Conversion

9. At a special meeting of unitholders of the Fund held June 11, 2007 and adjourned to June 21, 2007 (the "2007 Unitholder Meeting"), unitholders of the Fund approved an amendment to the Declaration of Trust granting the Filer the authority to convert the Fund to an open-end mutual fund if, for a period of 10 consecutive trading days, the daily weighted average trading price of the units of the Fund is greater than a 2% discount of the NAV per unit for that day (the "Conversion Criteria").

10. The Fund first triggered the Conversion Criteria as of November 26, 2008. The Filer, which assumed control of the Fund on June 30, 2009 after a change of the Manager of the Fund, believes that implementing the Conversion at this time is in the best interest of the Fund. The Filer now expects to delist existing units of the Fund from trading on the TSX after the close of business on June 25, 2010 and subsequently convert the Fund as of July 5, 2010.

11. The Filer believes that the Conversion will benefit unitholders by providing the ability to redeem units daily at NAV rather than trade them at a discount to NAV on the TSX. As at the close of business on May 27, 2010, units of the Fund traded at a discount of approximately 7.15% to their NAV per unit, which was $7.13 on that date. The Conversion will also provide unitholders with the flexibility to switch from one series of units to another series of units of the Fund (where unitholders meet the requirements to do so). The Conversion will also provide the potential benefit to unitholders of the Fund's ability to raise additional capital by virtue of being in continuous distribution, which creates an opportunity for a larger amount of assets in the Fund's portfolio.

12. The Filer filed a preliminary simplified prospectus and annual information form dated March 8, 2010 under SEDAR Project #1543790 to qualify new units of the Fund for sale in each of the provinces of Canada, except Québec, and filed a final prospectus and annual information form for the Fund dated June 7, 2010.

13. The Information Circular sent to unitholders of the Fund in connection with the 2007 Unitholder Meeting disclosed that, if a decision is made to convert, the Filer will issue a press release at least 20 business days prior to the proposed effective date disclosing the proposed conversion. The Filer filed a press release disclosing the Conversion on May 28, 2010.

14. At a special meeting of unitholders of the Fund held October 20, 2008 and adjourned to October 30, 2008 (the "2008 Unitholder Meeting"), unitholders of the Fund passed resolutions authorizing certain changes to be adopted on the Conversion, including:

(a) Increasing the annual management fee from 1.1 % of the NAV of the Fund's existing units plus an amount equal to the service fee of 0.40% per unit to 2.5% of the NAV of the converted Fund's Series A units (from which service fees of 1.00% per annum are paid) and 1.5% of the NAV of the converted Fund's Series F units;

(b) Adding a performance fee equal to 20% of the amount by which the Fund outperforms its benchmark;

(c) Amending the investment strategies, investment restrictions and permitted investments of the Fund to, amongst other things:

(i) Permit the Fund to invest in agribusiness sector resource issuers;

(ii) Permit sector allocations to be determined periodically by the Filer rather than on a semi-annual basis;

(iii) Eliminate the permitted ranges for each commodity sector;

(iv) Decrease the market capitalization requirement for resource issuers from $500 million to $150 million;

(v) Permit short-selling with limits and conditions consistent with the Short Selling Relief; and

(vi) Permit investments in debt securities, convertible securities and other equity-related securities of resource issuers.

15. As part of the Conversion, the Declaration of Trust will be amended to reflect the changes mentioned above.

16. The Information Circular sent to unitholders of the Fund in connection with the 2008 Unitholder Meeting (the "2008 Circular") disclosed that, as required by National Instrument 81-107 Independent Review Committee for Investment Funds, the Filer referred the proposal relating to the amendments to the Declaration of Trust in the event the Fund is converted to an open-end mutual fund to the independent review committee for the Fund (the Fund's "IRC") for its review. The 2008 Circular further disclosed that the IRC considered the conflict of interest matters presented and, after due consideration and reasonable inquiry, the IRC resolved that the proposed action achieves a fair and reasonable result for the Fund in respect of the conflicts and recommends the proposal.

17. On Conversion, the Fund's existing units will be converted to Series A units on a 1:1 basis by redesignating the Fund's existing units as Series A units. The number of units and NAV per unit will remain unchanged immediately following the Conversion.

18. On June 7, 2010 the Fund changed its name to Navina Global Resource Fund.

19. The Filer will continue to be the manager, trustee and portfolio advisor of the Fund following Conversion.

20. The Fund will continue to be a reporting issuer in all of the provinces of Canada.

21. Following Conversion, the investment practices of the Fund will continue to comply in all respects with the requirements of Part 2 of NI 81-102, except to the extent that the Fund has received permission, including in accordance with the Requested Relief, from the securities regulatory authorities to deviate therefrom.

22. The Filer expects the Fund's NAV to be above $500,000 on Conversion when units of the Fund become available for sale under the Fund's simplified prospectus.

23. The Filer believes that the Fund will be managed substantially similarly post-Conversion as it was pre-Conversion. Any significant differences between the Fund pre- and post-Conversion, including the difference in the management fee and addition of the performance fee, and of how those changes could have affected the performance had they been in effect throughout the pre-Conversion performance measurement period, will be disclosed in sales communications pertaining to the Fund.

The Conversion Relief

24. Without the Conversion Relief:

(a) either

(i) the Filer or other persons specified in section 3.1 of NI 81-102 would be required to invest not less than $150,000 in securities of the Fund; or

(ii) the simplified prospectus of the Fund would be required to state that the Fund will not issue securities other than those referred to in (i) above unless subscriptions aggregating not less than $500,000 have been received and accepted by the Fund from investors other than the persons referred to in (i) above, in which circumstances the Fund would be prohibited from distributing any securities unless such subscriptions together with payment therefor had been received; and

(b) none of the costs of the preparation and filing of the simplified prospectus may be borne by the Fund; and

(c) sales communications pertaining to the Fund would not be permitted to include performance data until the Fund, as a mutual fund, had distributed securities under a simplified prospectus in a jurisdiction for 12 consecutive months and sales communications pertaining to the Fund would only be permitted to include performance information of the Fund for the period commencing after the date on which the Fund, as a mutual fund, had commenced distributing securities under a simplified prospectus.

The Short Selling Relief

25. The Filer proposes that the Fund be authorized, upon Conversion, to engage in a limited, prudent and disciplined amount of short selling. The Filer is of the view that the Fund could benefit from the implementation and execution of a controlled and limited short selling strategy. This strategy would operate as a complement to the Fund's primary discipline of buying securities with the expectation that they will appreciate in market value.

26. Any short sales made by the Fund will be made consistently with the investment objectives and investment strategies of the Fund.

27. In order to effect a short sale, the Fund will borrow securities from either its custodian or a dealer (in either case, the "Borrowing Agent"), which Borrowing Agent may be acting either as principal for its own account or as agent for other lenders of securities.

28. The Fund will implement the following requirements and controls when conducting a short sale:

(a) securities will be sold short for cash, with the Fund assuming the obligation to return to the Borrowing Agent the securities borrowed to effect the short sale;

(b) the short sale will be effected through market facilities through which the securities sold short are normally bought and sold;

(c) the Fund will receive cash for the securities sold short within normal trading settlement periods for the market in which the short sale is effected;

(d) the securities sold short will be liquid securities that satisfy either (i) or (ii) below:

(i) the securities are listed and posted for trading on a stock exchange; and

(A) the issuer of the securities has a market capitalization of not less than C$150 million, or the equivalent thereof, at the time the short sale is effected; or

(B) the Fund's portfolio advisor has pre-arranged to borrow the securities for the purposes of such short sale; or

(ii) the securities are fixed income securities, bonds, debentures or other evidences of indebtedness of, or guaranteed by, the Government of Canada or any province or territory of Canada or the Government of the United States of America;

(e) at the time securities of a particular issuer are sold short:

(i) the aggregate market value of all securities of that issuer sold short by the Fund will not exceed 5% of the net assets of the Fund; and

(ii) the Fund will place a "stop-loss" order with a dealer to immediately purchase for the Fund an equal number of the same securities if the trading price of the securities exceeds 120% (or such lesser percentage as the Filer may determine) of the price at which the securities were sold short;

(f) the Fund will deposit Fund assets with the Borrowing Agent as security in connection with the short sale transaction;

(g) the Fund will maintain appropriate internal controls regarding short selling prior to conducting any short sales, including written policies and procedures and risk management controls;

(h) the Fund will keep proper books and records of all short sales and Fund assets deposited with Borrowing Agents as security; and

(i) the Fund will provide disclosure in its (final) simplified prospectus and (final) annual information form of the proposed use of short selling by the Fund, the specific risks related to short selling, and details of this exemptive relief prior to implementing the short selling strategy.

Decision

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

The decision of the principal regulator under the Legislation is that the Conversion Relief is granted.

The decision of the principal regulator under the Legislation is that the Short Selling Relief is granted provided that:

1. the aggregate market value of all securities sold short by the Fund does not exceed 20% of the net assets of the Fund on a daily marked-to-market basis;

2. any short sale made by the Fund is subject to compliance with the investment objectives of the Fund;

3. the Fund maintains appropriate internal controls regarding its short sales, including written policies and procedures, risk management controls and proper books and records;

4. the Fund holds "cash cover" (as defined in NI 81-102) in an amount, including Fund assets deposited with Borrowing Agents as security in connection with short sale transactions, that is at least 150% of the aggregate market value of all securities sold short by the Fund on a daily marked-to-market basis;

5. no proceeds from short sales by the Fund are used by the Fund to purchase long positions in securities other than cash cover;

6. for short sale transactions in Canada, every dealer that holds Fund assets as security in connection with short sale transactions by the Fund shall be a registered dealer in Canada and a member of a self-regulatory organization that is a participating member of the Canadian Investor Protection Fund;

7. for short sale transactions outside of Canada, every dealer that holds Fund assets as security in connection with short sale transactions by the Fund:

(a) is a member of a stock exchange, and, as a result, subject to a regulatory audit; and

(b) has a net worth in excess of the equivalent of CDN $50 million determined from its most recent audited financial statements that have been made public;

8. except where the Borrowing Agent is the Fund's custodian, when the Fund deposits Fund assets with a Borrowing Agent as security in connection with a short sale transaction, the amount of Fund assets deposited with the Borrowing Agent does not, when aggregated with the amount of Fund assets already held by the Borrowing Agent as security for outstanding short sale transactions of the Fund, exceed 10% of the net assets of the Fund, taken at market value as at the time of the deposit;

9. the security interest provided by the Fund over any of its assets that is required to enable the Fund to effect short sale transactions is made in accordance with industry practice for that type of transaction and relates only to obligations arising under such short sale transactions;

10. prior to conducting any short sales, the Fund discloses in its (final) simplified prospectus a description of: (i) short selling; (ii) how the Fund intends to engage in short selling; (iii) the risks associated with short selling; and (iv) in the Investment Strategy section of the simplified prospectus, the Fund's strategy and this exemptive relief;

11. prior to conducting any short sales, the Fund discloses in its (final) annual information form the following information:

(a) that there are written policies and procedures in place that set out the objectives and goals for short selling and the risk management procedures applicable to short selling;

(b) who is responsible for setting and reviewing the policies and procedures referred to in the preceding paragraph (a), how often the policies and procedures are reviewed, and the extent and nature of the involvement of the board of directors of the Filer in the risk management process;

(c) the trading limits or other controls on short selling in place and who is responsible for authorizing the trading and placing limits or other controls on the trading;

(d) whether there are individuals or groups that monitor the risks independent of those who trade;

(e) whether risk measurement procedures or simulations are used to test the portfolio under stress conditions; and

12. prior to conducting any short sales, the Fund has provided to its securityholders not less than 60 days' written notice that discloses the Fund's intent to begin short selling transactions and the disclosure required in the Fund's simplified prospectus and annual information form as outlined in paragraphs 10 and 11 above and the Fund's initial simplified prospectus and annual information form and each renewal thereof has included such disclosure.

The Short Selling Relief shall terminate upon the coming into force of any legislation or rule of the principal regulator dealing with matters referred to in subsections 2.6(a), 2.6(c) and 6.1(1) of NI 81-102.

Textron Financial Canada Funding 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).

June 15, 2010

Dear Sirs /Mesdames:

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:

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

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

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

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

each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the decision has been met and orders that the Applicant is deemed to have ceased to be a reporting issuer and that the Applicant's status as a reporting issuer is revoked.

Petrobank Energy and Resources Ltd. and Petrominerales Ltd.

Headnote

Multilateral Instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Control distribution -- Exemption from the requirement to file Form 45-102F1 on SEDAR at least seven days before the first trade of securities that is part of a distribution in the context of a securities lending transaction where the control person is lending securities for the purposes of facilitating a convertible bond offering.

Applicable Legislative Provisions

National Instrument 45-102 Resale of Securities, s. 3.1.

Citation: Petrobank Energy and Resources Ltd., Re, 2010 ABASC 59

February 16, 2010

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ALBERTA AND ONTARIO

(THE JURISDICTIONS)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

PETROBANK ENERGY AND RESOURCES LTD.

(the Filer)

AND

PETROMINERALES LTD.

(Petrominerales)

DECISION

Background

The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Maker) has received an application from the Filer and Petrominerales for a decision under the securities legislation of the Jurisdictions (the Legislation) that the Filer be exempted from the requirement to file Form 45-102F1 on SEDAR at least seven days before loans of common shares of Petrominerales (Petrominerales Shares) are made by the Filer, a control person of Petrominerales, to one or more banks or investment dealers (the Banks) for the purposes of facilitating the Bond Offering (as that term is defined below) (the Exemption Sought).

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

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

(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, Saskatchewan, Manitoba, Québec, Nova Scotia, New Brunswick, Newfoundland and Labrador, Prince Edward Island, the Northwest Territories, Nunavut and Yukon; and

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

Interpretation

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

Representations

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

1. The Filer is a corporation incorporated under the laws of the Province of Alberta.

2. The Filer is a reporting issuer or has equivalent status in each of the provinces of Canada and is not in default of any of the requirements of securities legislation applicable to it.

3. The Filer's common shares are listed and posted for trading on the Toronto Stock Exchange (the TSX).

4. Petrominerales is a corporation incorporated under the laws of the Bahamas.

5. Petrominerales is a reporting issuer or has equivalent status in each of the provinces of Canada and is not in default of any of the requirements of securities legislation applicable to it.

6. Petrominerales shares have been listed and posted trading on the TSX since June 29, 2006.

7. The Filer currently holds 67% of the issued and outstanding shares of Petrominerales. As such, the Filer is a "control person" of Petrominerales, as that term is defined in the Legislation.

8. As a consequence of the Filer being a control person, its Petrominerales Shares are subject to resale restrictions. The Filer is currently able to rely on the prospectus exemption for a trade by a control person in subsection 2.8(1) of National Instrument 45-102 Resale of Securities (NI 45-102) because the Filer is able to satisfy the conditions of subsection 2.8(2) of NI 45-102.

9. Petrominerales intends to complete an offering of convertible bonds (Convertible Bonds) by private placement (the Bond Offering) expected to be sold to a limited group of large international sophisticated funds (the Bond Purchasers). The Convertible Bonds will be convertible into Petrominerales Shares.

10. By participating in the Bond Offering, the Bond Purchasers will establish a significant position in Petrominerales. In order to neutralise this position, it is expected that certain of the Bond Purchasers will borrow Petrominerales Shares in the market and sell those shares.

11. The Filer holds 67% of the issued and outstanding Petrominerales Shares. The remaining 33% are held broadly by members of the public. As such, the liquidity of Petrominerales Shares is low. Consequently, the number of Petrominerales Shares available for Bond Purchasers to borrow in accordance with their investment strategy is low.

12. Unless there are shares of Petrominerales available in the market for Bond Purchasers to borrow, Petrominerales will not be able to pursue the Bond Offering, as potential Bond Purchasers will be unwilling to acquire the Convertible Bonds unless they can also borrow Petrominerales Shares to establish a hedged position.

13. The Filer has been asked, and has agreed in principal, to lend to the Banks approximately 15% of its Petrominerales Shares, representing approximately 10% of the issued and outstanding Petrominerales Shares, in order to increase the liquidity of Petrominerales Shares and facilitate the Bond Offering. These loans will be in the form of standard securities lending agreements (SLAs).

14. The SLAs will contain a term that provides that the Filer will transfer the Petrominerales Shares that are the subject of the loans to the Banks for the duration of the loans and that the Banks will be entitled to deal with such securities. The SLAs will contain a term that the Banks must return equivalent Petrominerales Shares to the Filer after a period of time, not expected to exceed three years.

15. The SLAs will contain provisions to enable the Filer to exercise the voting rights attached to the loaned Petrominerales Shares. The Filer may exercise the right to require the Banks to return to the Filer equivalent loaned Petrominerales Shares in advance of the record date for voting them, following which the Filer would vote them. Alternatively, the Filer may enter into an agreement with the Bank which would provide that the Bank will continue to hold the loaned Petrominerales Shares but the Bank would be required to vote the Petrominerales Shares in accordance with instructions received from the Filer.

16. The SLAs will provide a method to ensure that amounts equivalent to dividend amounts, if any, received by the Banks in connection with the loaned Petrominerales Shares are paid to the Filer. In addition, the SLAs will allow the Filer, in certain circumstances, to call back the Petrominerales Shares lent pursuant to the SLAs.

17. Petrominerales will publicly announce the Bond Offering and, at the same time, the Filer will disclose information regarding the SLAs.

18. Should the Filer be able to lend 15% of its Petrominerales Shares, the Filer expects to receive annual fees ranging from approximately 0.005% to 0.0125% of the value of the Petrominerales Shares lent, for the duration of the time the Petrominerales Shares remain loaned.

19. The filing by the Filer of Form 45-102F1 in advance of the lending of its Petrominerales Shares would publicly disclose the proposed Bond Offering, which would jeopardize Petrominerales' ability to complete the Bond Offering, the terms of which will not be finalized or negotiated at that time. Further, the purpose of Form 45-102F1 is to provide notice to the market when a control block holder is selling shares to prepare the market for the sale of such shares. In this case, as the Filer has no intention of selling its Petrominerales Shares, the Form 45-102F1 does not serve its purpose in the context of the Bond Offering.

20. The Petrominerales Shares are being loaned to a Bank who will then lend Petrominerales Shares to various other sophisticated entities, depending on demand. The parties borrowing Petrominerales Shares in the market are expected to be large sophisticated international funds and banks who, on a routine basis, undertake the hedging strategies described herein in connection with their investments.

21. The participation by the Filer in the SLAs will benefit Petrominerales and all of its shareholders since it will allow Petrominerales to complete the Bond Offering on more favourable terms than would otherwise be available.

22. If the Exemption Sought is granted, the existence and material terms of the Filer's involvement in the Bond Offering and the transfers of securities pursuant to the SLAs will be fully apparent to investors since:

(a) the Filer will, at least 24 hours prior to the transfer of Petrominerales Shares to the Banks, file a completed and signed Form 45-102F1 in relation to the transfer;

(b) Petrominerales will, in accordance with the requirements of the Legislation, file a news release in relation to the Bond Offering;

(c) the Filer will, in accordance with the requirements of the Legislation, file insider reports disclosing the transfers of Petrominerales Shares under the SLAs and the existence and material terms of the SLAs; and

(d) the Filer will, if required, file separate reports in relation to the transfers of Petrominerales Shares under the early warning requirements set out in subsections 5.2(1) and (2) of MI 62-104 Take-Over Bids and Issuer Bids and, in Ontario, subsections 102.1(1) and (2) of the Securities Act (Ontario).

Decision

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

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

(a) the Filer satisfies the conditions set forth in subsection 2.8(2) of NI 45-102; and

(b) the Filer and Petrominerales comply with the representations in paragraph 22 hereof.

Furthermore, the decision of the principal regulator and the securities regulatory authority or regulator in Ontario is that the application and this Decision be kept confidential and not be made public until the earliest of:

(a) the date on which Petrominerales publicly announces the Bond Offering;

(b) the date on which the Filer advises the principal regulator that there is no longer any need for the application and this Decision to remain confidential; and

(c) the date that is 120 days after the date of this Decision.

Quicksilver Resources Inc.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Securities Act, s. 1(10) -- Cease to be a reporting issuer in Ontario -- The issuer's securities are traded only on a market or exchange outside of Canada -- Canadian residents own less than 2% of the issuer's securities and represent less than 2% of the issuer's total number of security holders; the issuer does not intend to do a public offering of its securities to Canadian residents, will not be a reporting issuer in any Canadian jurisdiction, is subject to the reporting requirements of foreign securities law, and all shareholders receive the same disclosure

Applicable Legislative Provisions

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

May 10, 2010

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA AND ONTARIO

(the Jurisdictions)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

QUICKSILVER RESOURCES INC.

(the Filer)

DECISION

Background

1 The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Maker) has received an application (the Application) from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) that the Filer be deemed to have ceased to be a reporting issuer under the Legislation (the Exemptive Relief Sought).

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

(a) the British Columbia Securities Commission (the BCSC) 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

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

Representations

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

The Filer

1. the Filer is a Delaware corporation with its head office located at 777 West Rosedale Street, Fort Worth, Texas 76104; the Filer is a natural gas and crude oil producer engaged in the development and acquisition of long-life producing natural gas and crude oil properties;

2. the Filer became a public company in 1999 and its common stock is listed on the New York Stock Exchange under the symbol "KWK"; the Filer had 2009 revenues of approximately US$832 million and has a current market capitalization of approximately US$2.64 billion;

3. the Filer is not in default of any filing requirements of the New York Stock Exchange or applicable requirements of United States federal or state securities regulatory authorities;

4. the authorized share capital of the Filer consists of 400 million shares of common stock with a par value per share of one cent (the Shares) and 10 million shares of preferred stock with a par value per share of one cent; as of February 15, 2010, the Filer had issued and outstanding 170,222,678 Shares and no shares of preferred stock;

5. the Filer also had outstanding the following debt securities as of December 31, 2009: (a) $475 million of senior notes due 2015, which are unsecured, senior obligations of the Filer; (b) $600 million of senior notes due 2016, which are unsecured, senior obligations of the Filer; (c) $300 million of senior notes due 2019, which are unsecured, senior obligations of the Filer; (d) $350 million of senior subordinated notes due 2016, which are unsecured, senior subordinated obligations of the Filer; and (e) $150 million convertible debentures due November 1, 2024 which are contingently convertible into Shares (collectively, the Debt Securities);

The Discovery of Reporting Issuer Status and Historic CTOs in the Jurisdictions

6. on July 24, 2009, the Filer obtained an order (the ASC Order) from the Alberta Securities Commission (the ASC) that deemed it to cease to be a reporting issuer in the Province of Alberta on the basis that it had a de minimis number of shareholders resident in the Province of Alberta, holding a de minimis number of shares;

7. at the time the ASC issued the ASC Order, the Filer did not appear, and the Filer continues to not appear, on the lists of reporting issuers or reporting issuers in default of any securities commission in Canada;

8. in connection with the process of applying to cease to be a reporting issuer in the Province of Alberta, the Filer provided advance notice to Canadian resident security holders in a press release, dated July 6, 2009, that it had applied to the ASC for a decision that it is not a reporting issuer and, if that decision was made, the Filer would no longer be a reporting issuer in Canada;

9. also in connection with the Alberta cease to be a reporting issuer application, the Filer undertook to concurrently deliver to its Canadian security holders all disclosure it would be required under U.S. securities law or exchange requirements to deliver to U.S. resident security holders;

10. in the course of preparing the application to cease to be a reporting issuer in Alberta, the Filer became aware that MSR Exploration Ltd. (MSR Exploration), a predecessor of a predecessor entity of the Filer, is subject to a cease trade order (the Ontario CTO) dated July 16, 1991 that was issued by the Ontario Securities Commission (the OSC) in respect of MSR Exploration by reason of its delay in filing certain financial statements within the time periods prescribed under the Legislation; the Ontario CTO remains in existence; in addition, the Filer recently became aware that MSR Exploration is also subject to a cease trade order (the BC CTO) dated June 20, 1990 that was issued by the BCSC, which also remains in existence;

11. the representations in respect of MSR Exploration set out herein are made to the best of the Filer's information, knowledge and belief, following reasonable inquiry, including a review of the public files of the OSC and the BCSC, given the lengthy passage of time since the events described, the unavailability of complete corporate records and a lack of access to the individuals who were involved in the management of the companies that are the predecessors of the Filer;

12. MSR Exploration was formed in 1981 from the merger of two Canadian listed public corporations and was a reporting issuer at the time in the Provinces of Alberta and Ontario; MSR became a reporting issuer in the Province of British Columbia in 1988; MSR Exploration was headquartered at all relevant times in the United States;

13. in 1990, a new management group began managing MSR Exploration; MSR Exploration's previous management regained control of MSR Exploration via court proceedings in 1991; MSR Exploration filed for Chapter 11 bankruptcy protection in the United States in 1992 and emerged from Chapter 11 in early 1993;

14. it was during the period leading up to and when MSR Exploration was temporarily managed by a different management team, that MSR Exploration failed to make certain continuous disclosure filings with the BCSC, ASC and OSC;

15. in mid-1990, the securities of MSR Exploration were cease traded in British Columbia pursuant to the BC CTO for a failure by MSR Exploration to file its annual audited financial statements for the year ended December 31, 1989 and its first quarter interim unaudited financial statements for the period ended March 31, 1990;

16. by order of the OSC dated July 16, 1991, the securities of MSR Exploration were temporarily cease traded in Ontario for MSR Exploration's failure to file its annual audited financial statements for the year ended December 31, 1990 and its first quarter interim unaudited financial statements for the period ended March 31, 1991;

17. on July 29, 1991, the OSC issued a further cease trade order in respect of the securities of MSR Exploration pursuant to the Ontario CTO, which by its terms would remain in effect until such cease trade order was revoked by further order;

18. subsequent to the Ontario CTO, the securities of MSR Exploration were also cease traded in Alberta for failing to file the same financial statements;

19. later in 1991, MSR Exploration filed with the OSC its 1990 Annual Report; its 1990 Annual Report included its annual audited financial statements for the year ended December 31, 1990; following a review of the public file of the OSC, no evidence can be located which would indicate that the interim financial statements for the three month period ended March 31, 1991 were ever filed with the OSC; the Filer has no ability to independently confirm if the filing was made; according to the public file of the OSC, MSR Exploration did file its interim financial statements for the period ended June 30, 1991 which includes some comparative information to the three-month period ended March 31, 1991;

20. MSR Exploration made the outstanding filings in Alberta and the Alberta cease trade order was revoked by subsequent order on September 9, 1993;

21. no order revoking the Ontario CTO or the BC CTO has been found on the public record of the OSC or the BCSC, respectively;

22. in addition, a review of MSR Exploration's public file with the ASC and OSC indicates that MSR Exploration continued to file continuous disclosure documents subsequent to the three month period ending March 31, 1991 with both the ASC and OSC until its merger with Mercury Montana, Inc. (Mercury) in 1997; accordingly, the only missing financial statement filing in Ontario for MSR Exploration, until the date of its merger with Mercury in 1997, appears to be its interim financial statements for the three month period ending March 31, 1991;

23. the Filer has been advised that the BCSC has destroyed its historic files in respect of MSR Exploration; the Filer is therefore unable to determine whether MSR Exploration continued to make continuous disclosure filings in British Columbia subsequent to the three month period ending March 31, 1990;

24. the ASC was informed of the discovery of the Ontario CTO with respect to MSR Exploration prior to it issuing the ASC Order which deemed the Filer to have ceased to be a reporting issuer in Alberta;

25. as described below, MSR Exploration is the predecessor of a predecessor of the Filer; the directors and management of the Filer at the time of the 1999 Merger (as defined below) were not responsible for the missed filings by MSR Exploration in 1989 and 1990 in British Columbia and Ontario, respectively, that resulted in the BC CTO and Ontario CTO; in addition, none of these individuals had any knowledge that MSR Exploration was subject to historic cease trade orders in the Jurisdictions at the time of the 1999 Merger;

The 1997 and 1999 Mergers

26. in October 1997, MSR Exploration was continued and domesticated into Delaware to facilitate a merger with Mercury, a Delaware corporation (the 1997 Merger); upon completion of the 1997 Merger, Mercury remained as the surviving entity and changed its name to MSR Exploration, Ltd. (New MSR);

27. following the 1997 Merger, continuous disclosure filings were continued with the ASC but ceased with the OSC and, although it cannot be confirmed, likely ceased with the BCSC; the continuous disclosure filings made with the ASC were filed in paper and no SEDAR profile was ever established for MSR Exploration or New MSR;

28. on March 4, 1999 the Filer and New MSR merged under Delaware law with the Filer remaining as the surviving entity (the 1999 Merger);

29. following the 1999 Merger of the Filer and New MSR, continuous disclosure filings continued with the ASC; the continuous disclosure filings made with the ASC were filed in paper and no SEDAR profile was ever established for the Filer; as disclosed to the ASC prior to receipt of the ASC Order, the Filer did not make filings in respect of the disclosure required under National Instrument 51-101 -- Standards of Disclosure for Oil and Gas Activities and certain other disclosure requirements;

30. at the time of the 1999 Merger, the Filer had no knowledge of the fact that MSR Exploration, a predecessor of New MSR, had been a reporting issuer in the Jurisdictions or of the BC CTO or Ontario CTO; the directors and management of the Filer at the time of the 1999 Merger had neither any connection to nor any involvement with MSR Exploration at the time the CTOs were issued;

31. the Ontario CTO only first became known as part of certain research completed to prepare an application on behalf of the Filer for the Filer to cease to be a reporting issuer in the Province of Alberta; the existence of the BC CTO did not become known until February 2010, several months after the ASC Order was granted, as a result of a typographical error in the spelling in the name of MSR Exploration used to index the BC CTO;

32. the Filer has exhausted its reasonable efforts to identify the legal reasoning that may have led to the conclusion in 1997 that New MSR did not become a reporting issuer in the Jurisdictions following the 1997 Merger;

33. based on the information now available to the Filer, New MSR became a reporting issuer in the Jurisdictions following the 1997 Merger and the Filer became a reporting issuer in the Jurisdictions following the 1999 Merger, in each case subject to the BC CTO and the Ontario CTO;

Ceasing to be a Reporting Issuer and Revocation of Cease Trade Orders

34. the only distributions of Shares in Canada have been to employees of the Filer and its affiliates under the employee prospectus exemption under section 2.24 of National Instrument 45-106 Prospectus and Registration Exemptions as part of the Filer's 2006 Equity Plan (the 2006 Plan) or its Amended and Restated 1999 Stock Option and Retention Stock Plan (the 1999 Plan);

35. the 2006 Plan authorizes the award of various incentives to the Filer's directors, executive officers and selected employees and consultants; Canadian employees have been awarded restricted stock units (consisting of the right to receive either cash or Shares from the Filer at the end of a specified deferral period) and stock options under the 2006 Plan; the Filer also historically made awards of restricted stock units and stock options to Canadian employees pursuant to the 1999 Plan, but no awards have been made under such plan since 2006;

36. as of April 20, 2010, the Filer had 103 active employees in Canada who were eligible for awards under the 2006 Plan; awards under the 2006 Plan are typically granted annually at the beginning of each fiscal year of the Filer; in the twelve months prior to the date of the Filer's application, Canadian employees were awarded 166,118 restricted stock units (all of which consisted of the right to receive cash, and not Shares, from the Filer) and 97,053 stock options, all of which were granted in January 2010; the next scheduled grant of awards to Canadian employees under the 2006 Plan is in January 2011, although it is possible that the Filer may make a small number of isolated grants to particular employees again in 2010; the Filer does not anticipate material changes in the composition or number of awards granted to Canadian employees in 2011 as compared to 2010; consequently, the impact of the 2006 Plan on the number of Shares held by Canadian employees is not expected to result in a more significant shareholder base in Canada;

37. based upon the enquiries of the Filer described below, residents in Canada:

(a) do not directly or indirectly beneficially own more than 2% of each class or series of outstanding securities of the Filer worldwide, and

(b) do not directly or indirectly comprise more than 2% of the total number of securityholders of the Filer worldwide;

38. the due diligence conducted by the Filer in support of the foregoing representation is summarized below:

(a) the Filer caused its transfer agent, BNY Mellon Shareowner Services (BNY), to conduct an investigation to confirm the residency of the holders of its outstanding Shares; as of February 18, 2010:

(i) there are 38 registered holders of Shares who are resident in Canada, out of a total number of 844 registered holders of Shares worldwide; and

(ii) the number of Shares registered in the name of such registered shareholders who are resident in Canada is approximately 9,540, which represents less than 0.01% of the issued and outstanding Shares;

(b) the Filer caused Broadridge Financial Services, Inc. (Broadridge) to conduct an intermediary search, being a search for Shares which are beneficially owned other than by the registered holder, using a record date of March 8, 2010; Broadridge's search identified a total of 298 Canadian resident accounts, holding 2,510,953 Shares in the aggregate, out of a total of 24,666 accounts holding 58,772,617 Shares in the aggregate;

(c) aggregating the data set forth in paragraphs (a) and (b) above, and assuming that one intermediary account generally represents one beneficial shareholder, the Filer concluded that:

(i) Canadian resident holders of Shares number approximately 336, being approximately 1.32% of the total number of holders of Shares worldwide; and

(ii) the number of Shares held by Canadian securityholders is approximately 2,520,493, which figure represents approximately 1.48% of the issued and outstanding Shares;

(d) in respect of the Debt Securities, all of which are held by beneficial holders, the Filer caused Broadridge to conduct an intermediary search using a record date of March 19, 2010 in respect of the Debt Securities outstanding on such date; Broadridge's search identified 4 Canadian resident holders holding 2,210,000 Debt Securities in the aggregate, out of a total of 975 holders of Debt Securities worldwide holding 1,173,420,000 Debt Securities in the aggregate;

(e) aggregating all of the foregoing data in respect of the Shares and Debt Securities, and again assuming that one intermediary account generally represents one beneficial securityholder, the Filer concluded that:

(i) Canadian securityholders number approximately 340, being approximately 1.28% of the total number of securityholders of the Filer worldwide; and

(ii) the number of Shares held by Canadian securityholders is approximately 2,520,493, which figure represents approximately 1.48% of the issued and outstanding Shares, and the number of Debt Securities held by Canadian securityholders is approximately 2,210,000, which figure represents approximately 0.19% of the issued and outstanding Debt Securities;

39. the Filer files continuous disclosure reports under U.S. securities laws and is listed on a U.S. exchange; should the Exemptive Relief Sought be granted, all of the Filer's securityholders resident in the Jurisdictions will continue to have immediate access to the same continuous disclosure documents through EDGAR, the filings section of the SEC website (www.sec.gov);

40. the Filer's securities are not currently listed, traded or quoted for trading on any "marketplace" in Canada (as defined in National Instrument 21-101 -- Marketplace Operation), and the Filer does not currently intend to have its securities listed, traded or quoted on such a marketplace in Canada;

41. other than equity issued under the 2006 Plan to employees, in the 12 months preceding this application, the Filer has not taken any steps that indicate there is a market for its securities in Canada; the Filer currently has no plans to raise financing by way of a public or private offering of its securities in Canada or otherwise distribute its securities in Canada except for distributions to employees under the 2006 Plan;

42. the Filer has previously undertaken to the ASC and continues to undertake to concurrently deliver to its Canadian securityholders all disclosure the issuer would be required under U.S. securities law or exchange requirements to deliver to U.S. resident securityholders; the Filer is in compliance with such undertaking and in all material respects with all applicable requirements of United States securities laws;

43. in connection with the ASC Order, and prior to gaining knowledge of the Filer's status as a reporting issuer in the Jurisdictions, the Filer provided advance notice to Canadian resident securityholders in a press release, dated July 6, 2009, that it had applied to securities regulatory authorities for a decision that it is not a reporting issuer in Canada and, if that decision was made, that the issuer would no longer be a reporting issuer in any jurisdiction in Canada;

44. the Filer acknowledges that, because it was unaware that it was a reporting issuer in the Jurisdictions and of the existence of the BC CTO and the Ontario CTO, it has inadvertently failed to comply with its continuous disclosure obligations in the Jurisdictions and any other securities law requirements applicable to a reporting issuer in the Jurisdictions, as well as the terms of the BC CTO and the Ontario CTO; upon becoming aware that it was a reporting issuer in the Jurisdictions and of the existence of the BC CTO and the Ontario CTO, the Filer alerted the BCSC and OSC and has made this application in order to seek a practical remedy to the situation;

45. if the Exemptive Relief Sought is granted, the Filer will no longer be a reporting issuer in any jurisdiction in Canada;

46. after the Filer ceases to be a reporting issuer in the Jurisdictions, securityholders resident in Canada may continue to hold and trade securities of the Filer, and employees of the Filer resident in Canada may continue to hold and/or exercise stock options or be issued additional stock options of the Filer; although it is expected that residents of Canada will primarily trade securities of the Filer over the facilities of the New York Stock Exchange, any trades of such securities by residents of Canada may be considered to be in violation of the terms of the Ontario CTO and BC CTO if they are not revoked; and

47. the Filer has been advised by staff of the OSC that the Ontario CTO will be revoked concurrently upon the grant of the Exemptive Relief Sought, and the Filer has been advised by staff of the BCSC that the BC CTO will be revoked concurrently upon the grant of the Exemptive Relief Sought.

Decision

4 The Decision Maker is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make this decision.

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

TayCon Capital Corporation

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 for purposes of Ontario securities law -- 100% of the common shares of the Applicant represented at the special meeting of shareholders voted to authorize the voluntary dissolution of the issuer -- Issuer currently in the process of voluntary dissolution -- Securities of the issuer have been delisted from the TSX-V -- Outstanding securities are beneficially owned, directly or indirectly by more than 15 security holders in Ontario and more than 51 security holders Canada -- Issuer does not intend to seek public financing by way of an offering of its securities in Canada or to list its securities on any stock exchange or market in Canada -- Issuer is not in default of any of its obligations as a reporting issuer under the Legislation -- Issuer will not be a reporting issuer or the equivalent in any jurisdiction in Canada immediately following the granting of the Requested Relief -- Requested Relief granted.

Applicable Legislative Provisions

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

June 16, 2010

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ALBERTA, BRITISH COLUMBIA, MANITOBA,

ONTARIO AND SASKATCHEWAN

(collectively, the "Jurisdictions")

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

TAYCON CAPITAL CORPORATION

(the "Filer")

DECISION

Background

The securities regulatory authority in each of the Jurisdictions (the "Decision Maker") has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the "Legislation") that the Filer be deemed to have ceased to be a reporting issuer under the Legislation in each of the Jurisdictions (the "Requested Relief").

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 was incorporated on May 3, 2006 pursuant to the provisions of the Business Corporations Act (Ontario).

2. The Filer's head office address is located at 62 Marilyn Street, Caledon, Ontario L7C 1H5.

3. The Filer is not eligible to use the simplified procedure of CSA Staff Notice 12-307 Applications for a Decision that an Issuer is not a Reporting Issuer and B.C. Instrument 11-502 Voluntary Surrender of Reporting Issuer Status as it has more than 50 shareholders.

4. The Filer currently has 4,236,996 common shares issued and outstanding held by approximately 200 shareholders.

5. At a special meeting of shareholders of the Filer held on March 31, 2010 (the "Meeting"), holders of 100% of the common shares of the Filer represented at the Meeting voted in favour of a special resolution to voluntarily dissolve the Filer.

6. The Filer has no active business, has satisfied all of its liabilities and distributed all of its assets and proposes to dissolve in accordance with the Exchange Bulletin and as approved by the shareholders of the Filer.

7. The Filer's common shares were listed and posted for trading on the TSX Venture Exchange under the symbol "TYCP" on November 8, 2007. The Filer's common shares were delisted from trading on the TSX Venture Exchange effective as of the close of business on April 12, 2010.

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

9. The Filer has no current intention to seek public financing by way of private placement or a public offering of securities.

10. All issued and outstanding securities of the Filer will be cancelled upon the dissolution of the Filer.

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

12. The Filer is applying for a decision that it is not a reporting issuer in all jurisdictions of Canada in which it is currently a reporting issuer.

13. The Filer will not be a reporting issuer or the equivalent in any jurisdiction immediately following the granting of the Requested Relief.

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 Requested Relief is granted.

Brazauro Resources Corporation

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -National Instrument 43-101, s. 9.1 Standards of Disclosure for Mineral Projects -- Arrangement agreement -- Certain assets of the Issuer, including some non-material mineral properties, will be "spun off" from the filer to a new exploration company -- Issuer wants to disclose information in a circular concerning the acquisition of non-material mineral properties without having to file a technical report -- Issuer's shareholders currently hold an indirect interest in the mineral properties -- Following completion of the arrangement, Issuer's shareholders will continue to hold an indirect interest in the properties -- Issuer's shareholders do not need the information about the mineral properties to make their investment decision -- Under section 4.1 of NI 43-101, Newco will be required to file a technical report for its material properties upon becoming a reporting issuer -- Technical report will be filed on SEDAR before completion of the arrangement.

Applicable Legislative Provisions

National Instrument 43-101 Standards of Disclosure for Mineral Projects, ss. 4.2(1)(c), 9.1.

June 9, 2010

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA AND ONTARIO

(the Jurisdictions)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

BRAZAURO RESOURCES CORPORATION

(the Filer)

DECISION

Background

1 The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Maker) has received an application from Brazauro Resources Corporation (the Filer) for a decision under the securities legislation of the Jurisdictions (the Legislation) that the Filer is exempt from the requirement in paragraph 4.2(1)(c) of National Instrument 43-101 Standards of Disclosure for Mineral Projects (NI 43-101) to file a technical report in connection with an information circular concerning a direct or indirect acquisition of a mineral property where the issuer or resulting issuer issues securities as consideration (the Exemption Sought);

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

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

(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 the Province of Alberta; and

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

Interpretation

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

Representations

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

Brazauro Resources Corporation

1. the Filer was incorporated under the Company Act (British Columbia) on March 12, 1986 and its head office is in Houston, Texas;

2. the Filer is a reporting issuer in each of the Jurisdictions and in Alberta and is not in material default of any of the requirements of the securities laws of such jurisdictions;

3. the authorized share capital of the Filer consists of an unlimited number of common shares (Common Shares) of which, as at May 11, 2010, 93,197,320 Common Shares were issued and outstanding;

4. the Common Shares are listed and posted for trading on the TSX Venture Exchange;

5. the Filer and its subsidiaries hold interests in certain mineral properties located in Brazil (the Mineral Properties);

6. the Filer owns 100% of the shares of Brazauro Holdings (Brazil) Ltd. (Brazil Holdings);

7. the Filer and Brazil Holdings own 100% of the shares of Brazauro Recursos Minerais Ltda. which holds the interests in the Mineral Properties;

8. the Filer has filed a technical report for one of the Mineral Properties;

9. the remaining Mineral Properties have not been material to the Filer and are at very early (grassroots) stages of development and technical reports have not been produced for these properties;

The Transaction

10. on May 11, 2010, the Filer and Eldorado Gold Corporation (Eldorado) reached an agreement under which the Filer would enter into a transaction (the Transaction) whereby:

(a) Eldorado will acquire all of the issued and outstanding Common Shares of the Filer by exchanging 0.0675 of a common share of Eldorado (an Eldorado Share) for each Common Share that Eldorado does not already own; and

(b) in addition to receiving the Eldorado Shares, holders of Common Shares other than Eldorado will also ultimately receive common shares of a new exploration company (Newco) which will be incorporated to hold certain existing assets of the Filer (the Spin-Out Assets);

11. the Spin-Out Assets will include certain of the Mineral Properties that are not material to the Filer, that are at very early grassroots stages of development, and for which technical reports have not been produced (the Newco Properties);

12. Eldorado will provide C$10 million in funding to Newco for development of the Newco Properties as part of the Transaction;

13. Newco will apply to list the shares of Newco on the TSX-Venture Exchange following completion of the Transaction;

14. all unexercised options and warrants of the Filer will be exercisable for Eldorado Shares, adjusted in respect of exercise price and number, on the same exchange ratio being offered for the Common Shares;

15. after considering a number of relevant factors, including tax consequences, Eldorado and the Filer agreed that the best structure for effecting the Transaction was by way of a plan of arrangement (the Arrangement) under the Business Corporations Act (British Columbia);

Eldorado

16. Eldorado is a corporation governed by the Canada Business Corporations Act;

17. Eldorado is a reporting issuer in each of the provinces of Canada;

The Arrangement

18. as soon as practicable, application will be made to the Superior Court of British Columbia (the Court) for an interim order (the Interim Order) relating to a special meeting (the Meeting) of holders of Common Shares (Brazauro Shareholders), holders of Brazauro warrants (Brazauro Warrantholders) and holders of Brazauro Options (Brazauro Optionholders, and together with the Brazauro Shareholders and Brazauro Warrantholders, the Brazauro Securityholders) for the purpose of obtaining approval of the Arrangement;

19. the Filer expects that the Interim Order will require the approval of: 66 2/3% of the votes cast at the Meeting in person or by proxy by the Brazauro Securityholders voting together as one class on the basis of one vote per Common Share, one vote per Brazauro option (vested and unvested) and one vote per Brazauro warrant; 66 2/3% of the votes cast at the Meeting in person or by proxy by the Brazauro Shareholders voting as one class; and a simple majority of the votes cast at the Meeting in person or by proxy by the Shareholders excluding the votes cast in respect of Common Shares beneficially owned or over which control or direction is exercised by Eldorado and any of its related parties (as defined in Multilateral Instrument 61-101 Protection of Minority Securityholders in Special Transactions (MI 61-101)) or joint actors (as defined in MI 61-101), and such other Brazauro Shareholders excluded by MI 61-101;

20. in connection with the Meeting, the Filer is preparing a management information circular (the Brazauro Circular) to be mailed to Brazauro Securityholders as soon as possible after the Interim Order is obtained. The Brazauro Circular will contain the information required by Form 51-102F5 including sufficient information to enable an informed decision to be made in respect of the Arrangement;

21. the Brazauro Circular will include a fairness opinion of BMO Nesbitt Burns Inc., or a summary thereof, in relation to the consideration to be received by the Brazauro Shareholders for their Common Shares;

22. paragraph 4.2(1)(c) of NI 43-101 requires an issuer to file a technical report to support scientific or technical information contained in "an information or proxy circular concerning a direct or indirect acquisition of a mineral property where the issuer or resulting issuer issues securities as consideration";

23. the Brazauro Securityholders will receive shares of Newco which will own the Newco Properties following the Transaction;

24. the Brazauro Securityholders currently hold an indirect interest in the Newco Properties through their ownership in securities of Brazauro; following completion of the Transaction, the Brazauro Securityholders will still own an indirect interest in the Newco Properties through their ownership of the shares of Newco; and

25. the Filer will, and will cause Newco to, file on SEDAR, before the closing of the Transaction, technical reports as required by section 4.1 of NI 43-101 for the property(ies) included in the Newco Properties that Newco considers to be material.

Decision

4 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 decisions of the Decision Makers under the Legislation is that the Exemption Sought is granted.

Tahoe Resources Inc.

Headnote

Multilateral Instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency, s. 9.1 -- An issuer wants relief from the requirement to prepare its financial statements in accordance with Canadian GAAP in order to use IFRS before the January 1, 2011 changeover date -- The issuer only recently became a reporting issuer; the issuer has not previously prepared financial statements for the public; the issuer's prospectus contains financial statements from the date of incorporation prepared in accordance with IFRS; the issuer has assessed the readiness of its staff, board, audit committee, auditors and investors.

Applicable Legislative Provisions

National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency, s. 9.1.

June 16, 2010

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA AND ONTARIO

(the Jurisdictions)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

TAHOE RESOURCES INC.

(the Filer)

DECISION

Background

1 The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) exempting the Filer from the requirement in section 3.1 of National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency (NI 52-107) that financial statements be prepared in accordance with Canadian GAAP (the Exemption Sought), in order that the Filer may prepare financial statements for periods beginning on or after January 1, 2010 in accordance with Part I of the Handbook, that is International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IFRS-IASB).

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

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

(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 Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Yukon, the Northwest Territories and the Nunavut Territory (the Passport Jurisdictions), and

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

Interpretation

2 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

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

1. the Filer was incorporated in British Columbia in November 2009; its registered office is at 1500 -- 1055 West Georgia Street, Vancouver, British Columbia; the Filer's head office is in Reno, Nevada;

2. on June 8, 2010, the Filer has completed an initial public offering of common shares in Canada (the Offering);

3. in connection with the Offering, the Filer filed with the securities regulatory authorities in all jurisdictions of Canada a preliminary long form prospectus dated May 3, 2010, an amended and restated preliminary long form prospectus dated May 5, 2010 and a final long form prospectus dated May 27, 2010 (the Prospectus); the Filer obtained receipts for such filings on May 3, 2010, May 5, 2010 and May 28, 2010, respectively;

4. the Filer is a reporting issuer in the Jurisdictions and in all other jurisdictions in Canada; the Filer is not in default of securities legislation in any jurisdiction;

5. the Filer's common shares are listed on the Toronto Stock Exchange;

6. the Filer is a mineral exploration company and intends to complete the acquisition of the Escobal Assets, which comprise mineral exploration licenses and other assets located in Guatemala, contemporaneously with the closing of the Offering;

7. the Filer does not have any operating revenue as it is still in the exploration phase;

8. the Canadian Accounting Standards Board has confirmed that publicly accountable enterprises will be required to prepare their financial statements in accordance with IFRS for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011;

9. NI 52-107 sets out acceptable accounting principles for financial reporting under the Legislation by domestic issuers, foreign issuers, registrants and other market participants; under NI 52-107, a domestic issuer must use Canadian GAAP with the exception that an SEC registrant may use US GAAP; under NI 52-107, only foreign issuers may use IFRS;

10. in CSA Staff Notice 52-321 Early Adoption of International Financial Reporting Standards, Use of US GAAP and Reference to IFRS-IASB, staff of the Canadian Securities Administrators recognized that some issuers may wish to prepare their financial statements in accordance with IFRS-IASB for periods beginning prior to January 1, 2011 and indicated that staff were prepared to recommend exemptive relief on a case by case basis to permit a domestic issuer to do so, despite section 3.1 of NI 52-107;

11. the Prospectus contains consolidated statements of operations, comprehensive loss and deficit, changes in equity and cash flows of the Filer for the period from incorporation on November 10, 2009 to December 31, 2009 (audited) and for the three months ended March 31, 2010 (unaudited); these statements contain an explicit and unreserved statement of compliance with IFRS-IASB; except for the financial statements contained in the Prospectus, the Filer has not previously prepared financial statements that contain an explicit and unreserved statement of compliance with IFRS-IASB;

12. the Filer's financial year-end is December 31;

13. the Filer has evaluated its overall readiness to transition to IFRS, including the readiness of its staff, Board of Directors and Audit Committee, and has concluded that it is adequately prepared for adoption of IFRS effective immediately;

14. the Filer has considered the implications of adopting IFRS on its obligations under securities legislation including but not limited to, those relating to CEO and CFO certifications, business acquisition reports and offering documents;

15. early adoption of IFRS will eliminate the need to plan and perform a conversion from Canadian GAAP to IFRS;

16. early adoption of IFRS will also eliminate the requirement to provide reconciliations of financial statements prepared under both Canadian GAAP and IFRS; and

17. for the Filer, because it is in a start-up position, the main areas of accounting focus are exploration, issuance of share capital, stock based compensation and cash accounting, all of which have very few or no significant differences under the two accounting frameworks.

Decision

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

The decision of the Decision Makers under the Legislation is that the Exemption Sought is granted provided that the Filer prepares its financial statements for financial periods beginning on or after January 1, 2010 in accordance with IFRS-IASB.

Howson Tattersall Investment Counsel Limited and Mackenzie Financial Corporation

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions - Exemption granted to permit affiliated portfolio managers to engage in in specie purchases and redemptions by separately managed accounts and pooled funds of mutual funds and pooled funds.

Applicable Legislative Provisions

National Instrument 31-103 Registration Requirements, ss. 13.5(2)(b)(ii) and (iii).

June 18, 2010

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

HOWSON TATTERSALL INVESTMENT

COUNSEL LIMITED (HTIC)

AND

MACKENZIE FINANCIAL CORPORATION

(MFC)

DECISION

Background

The principal regulator (the Principal Regulator) in the Jurisdiction has received an application from HTIC and MFC for a decision under the securities legislation of the Jurisdiction (the Legislation) providing an exemption from:

(a) the prohibition in section 13.5(2)(b)(ii) of National Instrument 31-103 -- Registration Requirements and Exemptions (NI 31-103) that prohibits a registered adviser from knowingly causing an investment portfolio managed by it (including an investment fund for which it acts as an adviser) to purchase or sell a security from or to the investment portfolio of an associate of a responsible person; and

(b) the prohibition in section 13.5(2)(b)(iii) of NI 31-103 that prohibits a registered adviser from knowingly causing an investment portfolio managed by it (including an investment fund for which it acts as an adviser) to purchase or sell a security from or to the investment portfolio of any investment fund for which a responsible person acts as an adviser

in order to permit HTIC, MFC and any affiliate thereof (together, the Filers and each, a Filer) to effect In Specie Transfers (as defined below) of securities between (i) Separately Managed Accounts and Mutual Funds, (ii) Separately Managed Accounts and Pooled Funds, (iii) Pooled Funds and Mutual Funds, and (iv) Pooled Funds and Pooled Funds (all as defined below)

(collectively, 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 Filers have 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 (the Passport Jurisdictions, together with the Jurisdiction, the Jurisdictions).

Interpretation

Terms defined in MI 11-102 and National Instrument 14-101 -- Definitions, National Instrument 81-102 -- Mutual Funds (NI 81-102), National Instrument 81-107 -- Independent Review Committee for Investment Funds (NI 81-107) and NI 31-103 have the same meaning if used in this decision, unless otherwise defined.

Representations

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

1. HTIC is a corporation organized under the Business Corporations Act (Ontario). HTIC is registered as a portfolio manager in all the provinces and territories of Canada and is registered as an exempt market dealer in Ontario. HTIC is a wholly-owned subsidiary of MFC. The head office of HTIC is located in Ontario.

2. MFC is a corporation organized under the Business Corporations Act (Ontario). MFC is registered as a portfolio manager in the provinces of Ontario, Manitoba and British Columbia and is registered as an exempt market dealer in Ontario. The head office of MFC is located in Ontario.

3. Each Filer acts as the portfolio manager to existing investment funds (the Existing Funds) for which MFC acts as investment fund manager. The Existing Funds, together with any other funds established in the future for which a Filer acts as the portfolio manager and MFC acts as investment fund manager, are collectively hereinafter referred to as the "Funds".

4. Each of the Funds is or will be an open-end mutual fund, and each of them is or will be formed as either a trust established under the laws of the Province of Ontario or as a class of shares of a mutual fund corporation.

5. Certain of the Funds (the Mutual Funds) are or will be distributed in all of the provinces and territories of Canada pursuant to simplified prospectuses and annual information forms filed under National Instrument 81-101 -- Mutual Fund Prospectus Disclosure and, accordingly, are or will be governed by NI 81-107. The remaining Funds (the Pooled Funds) are or will be distributed in all of the provinces and territories of Canada pursuant to exemptions from the prospectus requirement and, accordingly, are not, or will not be, subject to NI 81-107.

6. Neither the Filers nor any of the Funds is in default of the securities legislation of any of the Jurisdictions.

7. Each Filer provides discretionary portfolio management services to non-Fund clients (each a Client) through separately managed accounts (Separately Managed Accounts) governed by investment management agreements (Managed Account Agreements) under which the Filer has full discretionary authority to purchase and sell securities and other assets in accordance with the mandate of the Clients.

8. No Client is or will be a "responsible person" of the Filers as defined in subsection 13.5(1) of NI 31-103.

9. Based on the size of a Client's assets and depending on the allocation of a Client's assets to a particular asset class, a Filer acting as portfolio manager will determine whether the Client's assets in the Separately Managed Account should be managed by purchasing and selling individual securities or should instead be managed by causing the Separately Managed Account to invest in one or more of the Funds.

10. Each of the Filers may from time to time determine that assets that are being managed in a Separately Managed Account would be better served by instead investing in one or more of the Funds. A Filer may also determine that a new Client that holds an existing portfolio of securities when they retain the Filer would be better served by investing in one or more of the Funds. In order to facilitate this transition of a Separately Managed Account into a Fund, the Filers wish to be able to cause Separately Managed Accounts to subscribe for units or shares of the relevant Funds and to pay for such subscription by causing the relevant Separately Managed Account to deliver securities to the relevant Fund.

11. In order to facilitate portfolio rebalancings that require the redemption of securities of a Fund, a Filer may wish to pay the proceeds of redemption by causing the Fund to deliver certain portfolio securities in kind. The Filer may then cause the Client's Separately Managed Account to subscribe for securities of another Fund or Funds using such portfolio securities, or it may simply hold the portfolio securities on behalf of the Client in the Separately Managed Account.

12. A Client may also decide to terminate its relationship with the relevant Filer or to change its mandate and may request an in kind redemption of its securities of a Fund.

13. In addition to purchases and redemptions of securities of a Fund by a Separately Managed Account being satisfied by making good delivery of securities, the Filers wish to be able to enter into such transactions for purchases and redemptions between a Pooled Fund and a Mutual Fund or between two Pooled Funds. This will occur where, as part of its portfolio management, a Pooled Fund wishes to obtain exposure to certain investments or category of asset classes invested in by a Mutual Fund or another Pooled Fund by investing in securities of the Mutual Fund or other Pooled Fund. The Filers wish to be able to enter into transactions on behalf of a Pooled Fund pursuant to which the Pooled Fund would pay for securities issued by a Mutual Fund or other Pooled Fund by making good delivery of securities held by the Pooled Fund. Similarly, following a redemption of securities of a Fund, the Filers wish to be able to pay the proceeds of redemption by making good delivery of securities held by the Mutual Fund or other Pooled Fund to the Pooled Fund, provided that those securities meet the investment criteria of the Pooled Fund.

14. In each of the circumstances described in paragraphs 10 through 13, the Filers propose to effect such purchases and redemptions of securities of a Fund by transferring securities between a Separately Managed Account and a Fund or between a Pooled Fund and a Fund (each, an In Specie Transfer). These transactions will either involve the payment of the purchase price for securities of a Fund or the payment of the redemption price of securities of a Fund by an In Specie Transfer between a Separately Managed Account or a Pooled Fund and a Fund.

15. Effecting In Specie Transfers will allow the Filers to manage each asset class more effectively and reduce transaction costs for the Separately Managed Account and the Fund. The only cost which will be incurred by a Fund or Separately Managed Account for an In Specie Transfer is a nominal administrative charge levied by the custodian of the Separately Managed Account or Fund in recording the trades (the Custodial Charge).

16. None of the securities which are the subject of In Specie Transfers are or will be securities of related issuers of the Filers.

17. The Filers make their Clients aware of the relationship between themselves and the Funds and Clients specifically consent or will consent to invest in the Funds prior to entering into In Specie Transfers.

18. MFC has established an independent review committee (IRC) in respect of each Mutual Fund in accordance with the requirements of NI 81-107.

19. At the time of an In Specie Transfer, MFC, as the manager of the Mutual Funds, will have in place policies and procedures in connection with the Mutual Funds engaging in In Specie Transfers with the Separately Managed Accounts and Pooled Funds.

20. The securities that are the subject of an In Specie Transfer will be valued using the same values to be used on the day of the transfer to calculate the net asset value for the purpose of calculating the issue price or redemption price of securities of a Fund.

21. Prior to entering into an In Specie Transfer, the applicable Filer will review the proposed transaction to ensure that the conditions of the Exemption Sought are met at the time of the transaction and to determine that the transaction represents the business judgment of the Filer exercising its discretion on behalf of the Fund and/or the Separately Managed Account, uninfluenced by considerations other than the best interests of the Fund and/or Separately Managed Account.

22. Since each Filer is the portfolio manager of applicable Separately Managed Accounts and Funds, each Filer would be considered to be a "responsible person" within the meaning of that term in NI 31-103. Each Fund that is organized as a trust is or will be an "associate" of MFC under the Legislation because MFC serves or will serve as trustee of a Fund.

23. In the absence of the Exemption Sought, the Filers would be prohibited from (a) causing a Separately Managed Account to execute an In Specie Transfer with a Fund; and (b) causing a Fund to execute an In Specie Transfer with a Managed Account or with a Pooled Fund.

Decision

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

The decision of the Principal Regulator under the Legislation is that the Exemption Sought is granted provided that:

(a) in connection with an In Specie Transfer where a Separately Managed Account purchases securities of a Fund:

(i) where the Fund is a Mutual Fund:

(a) MFC, as the manager of the Mutual Fund, obtains the approval of the IRC of the Mutual Fund in respect of an In Specie Transfer in accordance with the terms of section 5.2(2) of NI 81-107; and

(b) MFC, as the manager of the Mutual Fund, and the IRC of the Mutual Fund comply with the requirements of section 5.4 of NI 81-107 for any standing instructions the IRC provides in respect of an In Specie Transfer;

(ii) the relevant Filer obtains the prior written consent of the Client of the relevant Separately Managed Account before it engages in any In Specie Transfer;

(iii) the Fund would, at the time of payment, be permitted to purchase the securities that are the subject of the In Specie Transfer;

(iv) the securities that are the subject of the In Specie Transfer are acceptable to the portfolio manager of the Fund and consistent with the Fund's investment objectives;

(v) the value of the securities that are the subject of the In Specie Transfer is equal to the issue price of the securities of the Fund for which they are used as payment, valued as if the securities were portfolio assets of the Fund;

(vi) the account statement next prepared for the Separately Managed Account describes the securities delivered to the Fund and the value assigned to such securities; and

(vii) the Fund will keep written records of each In Specie Transfer in a financial year of the Fund, reflecting details of the securities delivered to the Fund and the value assigned to such securities, for such time and in such form and location as required by section 11.6 of NI 31-103;

(b) in connection with an In Specie Transfer where a Separately Managed Account redeems securities of a Fund:

(i) where the Fund is a Mutual Fund:

(a) MFC, as the manager of the Mutual Fund, obtains the approval of the IRC of the Mutual Fund in respect of an In Specie Transfer in accordance with the terms of section 5.2(2) of NI 81-107; and

(b) MFC, as the manager of the Mutual Fund, and the IRC of the Mutual Fund comply with the requirements of section 5.4 of NI 81-107 for any standing instructions the IRC provides in respect of an In Specie Transfer;

(ii) the relevant Filer obtains the prior written consent of the Client of the relevant Separately Managed Account to the payment of redemption proceeds in the form of an In Specie Transfer before it engages in an In Specie Transfer;

(iii) the securities that are the subject of the In Specie Transfer are acceptable to the portfolio manager of the Separately Managed Account and consistent with the Separately Managed Account's investment objective;

(iv) the value of the securities that are the subject of the In Specie Transfer is equal to the amount at which those securities were valued in calculating the net asset value per security of the applicable Fund used to establish the redemption price;

(v) the holder of the Separately Managed Account has not provided notice to terminate its Managed Account Agreement with the relevant Filer;

(vi) the account statement next prepared for the Separately Managed Account describes the securities delivered to the Separately Managed Account and the value assigned to such securities; and

(vii) the Fund will keep written records of each In Specie Transfer in a financial year of the Fund, reflecting details of the securities delivered by the Fund and the value assigned to such securities, for such time and in such form and location as required by section 11.6 of NI 31-103;

(c) in connection with an In Specie Transfer where a Pooled Fund purchases securities of a Fund:

(i) where the Fund is a Mutual Fund:

(a) MFC, as the manager of the Mutual Fund, obtains the approval of the IRC of the Mutual Fund in respect of an In Specie Transfer in accordance with the terms of section 5.2(2) of NI 81-107; and

(b) MFC, as the manager of the Mutual Fund, and the IRC of the Mutual Fund comply with the requirements of section 5.4 of NI 81-107 for any standing instructions the IRC provides in respect of an In Specie Transfer;

(ii) the Fund would, at the time of payment, be permitted to purchase the securities that are the subject of the In Specie Transfer;

(iii) the securities that are the subject of the In Specie Transfer are acceptable to the portfolio manager of the Fund and consistent with the Fund's investment objectives;

(iv) the value of the securities that are the subject of the In Specie Transfer is equal to the applicable issue price of the securities of the Fund for which they are used as payment, valued as if the securities were portfolio assets of the Fund; and

(v) the Fund will keep written records of each In Specie Transfer in a financial year of the Fund, reflecting details of the securities delivered to the Fund and the value assigned to such securities, for such time and in such form and location as contemplated by section 11.6 of NI 31-103;

(d) in connection with an In Specie Transfer where a Pooled Fund redeems securities of a Fund:

(i) where the Fund is a Mutual Fund:

(a) MFC, as the manager of the Mutual Fund, obtains the approval of the IRC of the Mutual Fund in respect of an In Specie Transfer in accordance with the terms of section 5.2(2) of NI 81-107; and

(b) MFC, as the manager of the Mutual Fund, and the IRC of the Mutual Fund comply with the requirements of section 5.4 of NI 81-107 for any standing instructions the IRC provides in respect of an In Specie Transfer;

(ii) the securities that are the subject of the In Specie Transfer are acceptable to the portfolio manager of the Pooled Fund and consistent with the Pooled Fund's investment objective;

(iii) the value of the securities that are the subject of the In Specie Transfer is equal to the amount at which those securities were valued in calculating the net asset value per security of the applicable Fund used to establish the redemption price; and

(iv) the Fund will keep written records of each In Specie Transfer in a financial year of the Fund, reflecting details of the securities delivered by the Fund and the value assigned to such securities, for such time and in such form and location as contemplated by section 11.6 of NI 31-103; and

(e) the Filers do not receive any compensation in respect of any In Specie Transfer and, in respect of any delivery of securities further to an In Specie Transfer, the only charge paid by the Separately Managed Account or the Fund is the Custodial Charge.

Pollard Banknote Income Fund -- 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., ss. 1(10).

June 18, 2010

Dear Sir or Madam:

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

As the Applicant has represented to the Decision Makers that:

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

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

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

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

Each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the decision has been met and makes an order declaring that the Applicant has ceased to be a reporting issuer and revoking the Applicant's status as a reporting issuer.

Northwest Healthcare Properties Real Estate Investment Trust

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Multilateral Instrument 61-101, s. 9.1 Protection of Minority Security Holders in Special Transactions - issuer is an income trust with an interest in underlying assets -- entity to hold interest in issuer through units of entity underlying issuer -- units redeemable into units of issuer -- issuer may include entity's indirect interest in issuer when calculating issuer's market capitalization for purposes of using 25% market capitalization exemption for certain related party transactions

Applicable Legislative Provisions

Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, ss. 5.5(a), 5.7(a) and 9.1.

June 22, 2010

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

NORTHWEST HEALTHCARE PROPERTIES

REAL ESTATE INVESTMENT TRUST

(THE "FILER")

DECISION

Background

The securities regulatory authority or regulator in the Jurisdiction ("Decision Maker") has received an application (the "Application") from the Filer for a decision under the securities legislation of the Jurisdiction (the "Legislation") that the Filer be granted an exemption pursuant to section 9.1 of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101") from the minority approval and formal valuation requirements under Part 5 of MI 61-101 relating to any related party transaction of the Filer entered into indirectly through NHP Holdings Limited Partnership ("NHP LP") or a subsidiary entity (as such term is defined in MI 61-101) of NHP LP, if that transaction would qualify for the transaction size exemptions set out in sections 5.5(a) and 5.7(a) of MI 61-101 if the indirect equity interest of NorthWest Operating Trust ("NW Trust") in the Filer, held in the form of limited partnership units of NHP LP, were included in the calculation of the Filer's market capitalization (the "Requested Relief").

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions:

(a) The Ontario Securities Commission is the principal regulator for the 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 Québec.

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:

1. The Filer is an unincorporated, open-ended real estate investment trust established under the laws of the Province of Ontario. The Filer was established pursuant to a declaration of trust dated January 1, 2010, as amended.

2. The Filer's head office is located at 284 King Street East, Toronto, Ontario M5A 1K4.

3. The Filer is a reporting issuer (or the equivalent thereof) in each of the Jurisdictions and, to its knowledge, is currently not in default of any applicable requirements under the securities legislation thereunder.

4. The Filer is authorized to issue an unlimited number of trust units ("Units") and an unlimited number of special voting units ("Special Voting Units"). As at the date hereof, the Filer had 18,750,000 Units and 7,749,772 Special Voting Units issued and outstanding.

5. The Units are listed and posted for trading on the Toronto Stock Exchange (the "TSX") under the trading symbol "NWH.UN".

6. NHP LP is a limited partnership formed under the laws of the Province of Ontario and is governed by the limited partnership agreement of NHP LP dated March 22, 2010. NHP LP's head office is located at 284 King Street East, Toronto, Ontario M5A 1K4.

7. NHP LP is not a reporting issuer (or the equivalent thereof) in any jurisdiction and none of its securities are listed or posted for trading on any stock exchange or other market.

8. NHP LP is authorized to issue an unlimited number of Class A limited partnership units ("Class A Units"), of which 18,750,000 Class A Units are issued and outstanding and held by the Filer, and exchangeable Class B limited partnership units ("Exchangeable LP Units"). The Exchangeable LP Units were issued in connection with the Filer's initial public offering on March 25, 2010 (the "IPO") to NW Trust, the entity that indirectly sold the initial properties to the Filer in connection with the IPO. The Exchangeable LP Units are intended to be, to the greatest extent practicable, the economic equivalent of the Units. Holders are entitled to receive distributions equal to those paid by the Filer to holders of Units. The Exchangeable LP Units are not transferable but are exchangeable into Units and each is accompanied by a Special Voting Unit that entitles the holder to receive notice of, attend and to vote together with the holders of Units at all meetings of voting unitholders. As of the date hereof, there are 7,749,772 Exchangeable LP Units issued and outstanding.

9. The principal activity of NHP LP is to own income-producing real estate assets.

10. The Filer holds approximately 70% of the limited partnership units of NHP LP with the balance (the Exchangeable LP Units) held by NW Trust.

11. If MI 61-101 applies to a related party transaction by an issuer and the transaction is not otherwise exempt:

(a) the issuer must obtain a formal valuation of the transaction in a form satisfying the requirements of MI 61-101 by an independent valuator; and

(b) the issuer must obtain approval of the transaction by disinterested holders of the affected securities of the issuer (together, requirements (a) and (b) are referred to as the "Minority Protections").

12. A related party transaction that is subject to MI 61-101 may be exempt from the Minority Protections if at the time the transaction is agreed to, neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction, exceeds 25% of the issuer's market capitalization.

13. The Filer may not be entitled to rely on the automatic size exemptions available under the Legislation from the requirements relating to related party transactions in the Legislation because the definition of market capitalization in the Legislation does not contemplate securities of another entity that are exchangeable into equity securities of the issuer.

14. The Exchangeable LP Units represent part of the equity value of the Filer and provide the holder of the Exchangeable LP Units with economic rights which are, as nearly as practicable, equivalent to the Units. The effect of NW Trust's exchange right is that NW Trust will receive Units upon the exchange of the Exchangeable LP Units. Moreover, the economic interests that underlie the Exchangeable LP Units are identical to those underlying the Units; namely, the assets held directly or indirectly by NHP LP.

15. If the Exchangeable LP Units are not included in the market capitalization of the Filer, the equity value of the Filer will be understated by the value of NW Trust's limited partnership interest in NHP LP (initially, approximately 30%). As a result, related party transactions by the Filer may be subject to the Minority Protections in circumstances where the fair market value of the transactions are effectively less than 25% of the true equity value of the Filer.

16. Section 1.4 of MI 61-101 treats an operating entity of an income fund on a consolidated basis with its parent trust entity for the purpose of determining which entities are related parties of the issuer and what transactions MI 61-101 should apply to. Therefore, it is consistent that securities of the operating entity, such as the Exchangeable LP Units, be treated on a consolidated basis for the purposes of the determining the market capitalization of the Filer under MI 61-101.

17. The inclusion of the Exchangeable LP Units when determining the Filer's market capitalization is consistent with the logic of including unlisted equity securities of the issuer which are convertible into listed securities of the issuer in determining an issuer's market capitalization in that both are securities that are considered part of the equity value of the issuer whose value is measured on the basis of the listed securities into which they are convertible or exchangeable.

Decision

The Decision Maker is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the decision has been met.

The decision of the Decision Maker under the Legislation is that the Requested Relief be granted to the Filer provided that:

(a) the transaction would qualify for the market capitalization exemption contained in the Legislation if the Exchangeable LP Units were considered an outstanding class of equity securities of the Filer that were convertible into Units;

(b) there be no material change to the terms of the Exchangeable LP Units, including the exchange rights associated therewith, as described above and in the prospectus dated March 16, 2010, filed in connection with the IPO; and

(c) the Filer's next interim management's discussion and analysis filing contain the following disclosure, with any immaterial modifications as the context may require:

"Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101") provides a number of circumstances in which a transaction between an issuer and a related party may be subject to valuation and minority approval requirements. An exemption from such requirements is available when the fair market value of the transaction is not more than 25% of the market capitalization of the issuer. NorthWest Healthcare Properties Real Estate Investment Trust has been granted exemptive relief from the requirements of MI 61-101 that, subject to certain conditions, permits it to be exempt from the minority approval and valuation requirements for transactions that would have a value of less than 25% of NorthWest Healthcare Properties Real Estate Investment Trust's market capitalization, if NorthWest Operating Trust's indirect equity interest in NorthWest Healthcare Properties Real Estate Investment Trust is included in the calculation of NorthWest Healthcare Properties Real Estate Investment Trust's market capitalization. As a result, the 25% threshold above is increased to include the approximately 30% indirect interest in NorthWest Healthcare Properties Real Estate Investment Trust held by NorthWest Operating Trust."

Etrion Corporation

Headnote

Multilateral Instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- National Instrument 52-107, s. 9.1 Acceptable Accounting Principles, Auditing Standards and Reporting Currency - An issuer wants relief from the requirement to prepare its financial statement in accordance with Canadian GAAP in order to use IFRS before the January 1, 2011 changeover date - The issuer has assessed the readiness of its staff, board, audit committee, auditors and investors; the issuer will provide detailed disclosure regarding its early adoption of IFRS in its MD&A as set out in CSA Staff Notice 52-320; the issuer will restate any financial statements prepared in accordance with Canadian GAAP for interim periods for the fiscal year in which they intend to adopt IFRS together with related interim MD&A and certificates required by NI 52-109

Applicable Legislative Provisions

National Instrument 52-107, s. 9.1 Acceptable Accounting Principles, Auditing Standards and Reporting Currency.

June 22, 2010

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA AND ONTARIO

(the Jurisdictions)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

ETRION CORPORATION

(the Filer)

DECISION

Background

¶ 1 The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) exempting the Filer from the requirement in section 3.1 of National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency (NI 52-107) that financial statements be prepared in accordance with Canadian GAAP (the Exemption Sought), in order that the Filer may prepare its financial statements for periods beginning on or after January 1, 2010 in accordance with Part I of the Handbook, that is International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IFRS-IASB).

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

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

(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 Alberta (the Passport Jurisdiction); and

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

Interpretation

¶ 2 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

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

1. the Filer is a corporation continued under the laws of British Columbia;

2. the Filer's registered office is located in Vancouver, British Columbia and its head office is located in Geneva, Switzerland;

3. the Filer's common shares are listed on the Toronto Stock Exchange;

4. the Filer is a reporting issuer in each of the Jurisdictions and the Passport Jurisdiction and the Filer is not in default under the Legislation or the securities legislation of the Passport Jurisdiction;

5. the Filer is a renewable energy company focused on developing, financing, building, owning and operating global power plants based on renewable sources of energy, including solar photovoltaic, solar thermal and wind; in addition, the Filer owns oil and gas investments in Venezuela through its wholly-owned subsidiary, PFC Oil and Gas, C.A. (PFC Venezuela);

6. Lundin Petroleum AB (Lundin Petroleum) is a Swedish oil and gas exploration and production company listed on the Nordic Exchange in Sweden and indirectly owns approximately 45% of the outstanding common shares of the Filer;

7. the Filer currently prepares its consolidated financial statements under Canadian GAAP in accordance with NI 52-107 and also prepares a consolidated balance sheet and a statement of operations using accounting policies and methods that comply with IFRS-IASB (unaudited) for the purposes of the consolidated financial statements of Lundin Petroleum;

8. the Filer intends to apply for the listing of its common shares on the Nordic Exchange in Sweden and the rules of the Nordic Exchange require that issuers whose securities are listed thereon prepare their financial statements using accounting policies and methods that comply with IFRS-IASB;

9. PFC Venezuela will be required to adopt IFRS-IASB beginning January 1, 2010 in accordance with the requirements of the Venezuelan Accounting Board;

10. in the absence of the Exemption Sought, two sets of accounts, one under IFRS-IASB and the other in accordance with Canadian GAAP, will be required for the purposes of preparing the consolidated financial statements of the Filer;

11. the Filer has not previously prepared financial statements that contain an explicit and unreserved statement of compliance with IFRS;

12. the Canadian Accounting Standards Board has confirmed that publicly accountable enterprises will be required to prepare their financial statements in accordance with IFRS-IASB for financial statements relating to fiscal years beginning on or after January 1, 2011;

13. NI 52-107 sets out acceptable accounting principles for financial reporting under the Legislation by domestic issuers, foreign issuers, registrants and other market participants; under NI 52-107, a domestic issuer must use Canadian GAAP with the exception that an SEC registrant may use US GAAP; under NI 52-107, only foreign issuers may use IFRS-IASB;

14. in CSA Staff Notice 52-321 Early Adoption of International Financial Reporting Standards, Use of US GAAP and Reference to IFRS-IASB, staff of the Canadian Securities Administrators recognized that some issuers may wish to prepare their financial statements in accordance with IFRS-IASB for periods beginning prior to January 1, 2011 and indicated that staff were prepared to recommend exemptive relief on a case by case basis to permit a domestic issuer to do so, despite section 3.1 of NI 52-107;

15. subject to obtaining the Exemption Sought, the Filer intends to adopt IFRS-IASB for its financial statements for periods beginning on and after January 1, 2010 with a transition date of January 1, 2009;

16. the Filer intends that its first published financial statements prepared in accordance with IFRS-IASB will be its unaudited interim consolidated financial statements for the three and six months ending June 30, 2010 (the Initial IFRS Statements);

17. the Exemption Sought would allow the Corporation to prepare a single set of financial statements and avoid significant costs and complexity during the financial statement preparation process;

18. the Filer has implemented a comprehensive IFRS-IASB conversion plan;

19. the board of directors of the Filer has approved early adoption of IFRS-IASB;

20. the Filer has carefully assessed the readiness of its staff, board of directors, audit committee, auditors, investors and other market participants for the adoption by the Filer of IFRS-IASB for financial periods beginning on and after January 1, 2010 and has concluded that they will be adequately prepared for the Filer's adoption of IFRS-IASB for periods beginning on January 1, 2010;

21. the Filer has considered the implications of adopting IFRS-IASB for financial periods beginning on or after January 1, 2010 on its obligations under securities legislation including, but not limited to, those relating to CEO and CFO certifications, business acquisition reports, offering documents, and previously released material forward looking information, and has concluded that if the Exemption Sought is granted it will continue to be able to fulfill these obligations;

22. the Filer has disclosed relevant information about its conversion to IFRS-IASB as contemplated by CSA Staff Notice 52-320 Disclosure of Expected Changes in Accounting Policies Relating to Changeover to International Financial Reporting Standards in its management's discussion and analysis for the year ended December 31, 2009 and for the three months ended March 31, 2010, including:

(a) the key elements and timing of its changeover plan;

(b) accounting policy and implementation decisions the Filer has made or will have to make;

(c) the exemptions available under IFRS 1 First-time Adoption of International Financial Reporting Standards that the Filer expects to apply in preparing financial statements in accordance with IFRS-IASB; and

(d) major differences the Filer has identified between its current accounting policies and those it expects to apply under IFRS-IASB; and

23. prior to filing the Initial IFRS Statements, the Filer will restate and re-file its interim consolidated financial statements for the three months ending March 31, 2010 in accordance with IFRS-IASB together with the related restated interim management's discussion and analysis and the certificates required by National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings.

Decision

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

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

(a) the Filer prepares its annual financial statements for financial periods beginning on or after January 1, 2010 in accordance with IFRS-IASB;

(b) the Filer prepares its interim financial statements for interim periods beginning on or after January 1, 2010 in accordance with IFRS-IASB except that if the Filer files interim financial statements prepared in accordance with Canadian GAAP for one or more interim periods for the financial year in which it adopts IFRS-IASB, the Filer will restate and re-file those interim financial statements in accordance with IFRS-IASB together with the related restated interim management's discussion and analysis and the certificates required by National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings; and

(c) the Filer's first IFRS-IASB financial statements for an interim period include an opening statement of financial position as at the date of transition to IFRS-IASB that is presented with prominence equal to the other statements that comprise those interim financial statements.

Quicksilver Resources Inc. -- s. 144

Headnote

Section 144 -- Application for revocation of cease trade order -- Predecessor issuer subject to cease trade order as a result of failure to file financial statements, auditors' reports thereon, or interim financial statements -- Issuer has made a separate application to not be a reporting issuer in all of the jurisdictions in which it is currently a reporting issuer -- Full revocation granted effective as of the date the issuer is determined to not be a reporting issuer.

Statutes Cited

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

IN THE MATTER OF

THE SECURITIES ACT,

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

(the "Act")

AND

IN THE MATTER OF

QUICKSILVER RESOURCES INC.

(the "Filer")

ORDER

(Section 144)

WHEREAS the securities of the Filer are subject to a cease trade order made by the Director dated July 5, 1991 under then section 123 of the Act and as extended by a further cease trade order made by the Director dated July 29, 1991 under then section 123 of the Act directing that trading in the securities of the Filer cease unless revoked by a further order of revocation (the "Ontario CTO");

AND WHEREAS the Filer has applied to the Ontario Securities Commission (the "OSC") pursuant to section 144 of the Act (the "Application") for a full revocation of the Ontario CTO;

AND WHEREAS the Filer has represented to the OSC that:

The Filer

1. The Filer is a Delaware corporation with its head office located at 777 West Rosedale Street, Fort Worth, Texas 76104. The Filer is a natural gas and crude oil producer engaged in the development and acquisition of long-life producing natural gas and crude oil properties.

2. The Filer became a public company in 1999 and its common stock is listed on the New York Stock Exchange under the symbol "KWK". The Filer had 2009 revenues of approximately US$832 million and has a current market capitalization of approximately US$2.64 billion.

3. The Filer is not in default of any filing requirements of the New York Stock Exchange or applicable requirements of United States federal or state securities regulatory authorities.

4. The authorized share capital of the Filer consists of 400 million shares of common stock with a par value per share of one cent (the "Shares") and 10 million shares of preferred stock with a par value per share of one cent. As of February 15, 2010, the Filer had issued and outstanding 170,222,678 Shares and no shares of preferred stock.

5. The Filer also had outstanding the following debt securities as of December 31, 2009: (a) $475 million of senior notes due 2015, which are unsecured, senior obligations of the Filer; (b) $600 million of senior notes due 2016, which are unsecured, senior obligations of the Filer; (c) $300 million of senior notes due 2019, which are unsecured, senior obligations of the Filer; (d) $350 million of senior subordinated notes due 2016, which are unsecured, senior subordinated obligations of the Filer; and (e) $150 million convertible debentures due November 1, 2024 which are contingently convertible into Shares (collectively, the "Debt Securities").

The Discovery of Reporting Issuer Status and Historic CTOs in British Columbia and Ontario

6. On July 24, 2009, the Filer obtained an order (the "ASC Order") from the Alberta Securities Commission (the "ASC") that deemed it to cease to be a reporting issuer in the Province of Alberta on the basis that it had a de minimis number of shareholders resident in the Province of Alberta, holding a de minimis number of shares.

7. At the time the ASC issued the ASC Order, the Filer did not appear, and the Filer continues to not appear, on the lists of reporting issuers or reporting issuers in default of any securities commission in Canada.

8. In connection with the process of applying to cease to be a reporting issuer in the Province of Alberta, the Filer provided advance notice to Canadian resident security holders in a press release, dated July 6, 2009, that it had applied to the ASC for a decision that it is not a reporting issuer and, if that decision was made, the Filer would no longer be a reporting issuer in Canada.

9. Also in connection with the Alberta cease to be a reporting issuer application, the Filer undertook to concurrently deliver to its Canadian security holders all disclosure it would be required under U.S. securities law or exchange requirements to deliver to U.S. resident security holders.

10. In the course of preparing the application to cease to be a reporting issuer in Alberta, the Filer became aware that MSR Exploration Ltd. ("MSR Exploration"), a predecessor of a predecessor entity of the Filer, is subject to the Ontario CTO, which was made by the OSC in respect of MSR Exploration by reason of its delay in filing certain financial statements within the time periods prescribed under the Legislation. The Ontario CTO remains in existence. In addition, the Filer recently became aware that MSR Exploration is also subject to a cease trade order (the "BC CTO") dated June 20, 1990 that was issued by the British Columbia Securities Commission (the "BCSC"), which also remains in existence.

11. The representations in respect of MSR Exploration set out herein are made to the best of the Filer's information, knowledge and belief, following reasonable inquiry, including a review of the public files of the OSC and the BCSC, given the lengthy passage of time since the events described, the unavailability of complete corporate records and a lack of access to the individuals who were involved in the management of the companies that are the predecessors of the Filer.

12. MSR Exploration was formed in 1981 from the merger of two Canadian listed public corporations and was a reporting issuer at the time in the Provinces of Alberta and Ontario. MSR became a reporting issuer in the Province of British Columbia in 1988. MSR Exploration was headquartered at all relevant times in the United States.

13. In 1990, a new management group began managing MSR Exploration. MSR Exploration's previous management regained control of MSR Exploration via court proceedings in 1991. MSR Exploration filed for Chapter 11 bankruptcy protection in the United States in 1992 and emerged from Chapter 11 in early 1993.

14. It was during the period leading up to and when MSR Exploration was temporarily managed by a different management team, that MSR Exploration failed to make certain continuous disclosure filings with the BCSC, ASC and OSC.

15. In mid-1990, the securities of MSR Exploration were cease traded in British Columbia pursuant to the BC CTO for a failure by MSR Exploration to file its annual audited financial statements for the year ended December 31, 1989 and its first quarter interim unaudited financial statements for the period ended March 31, 1990.

16. By order of the OSC dated July 16, 1991, the securities of MSR Exploration were temporarily cease traded in Ontario for MSR Exploration's failure to file its annual audited financial statements for the year ended December 31, 1990 and its first quarter interim unaudited financial statements for the period ended March 31, 1991.

17. On July 29, 1991, the OSC issued a further cease trade order in respect of the securities of MSR Exploration pursuant to the Ontario CTO, which by its terms would remain in effect until such cease trade order was revoked by further order.

18. Subsequent to the Ontario CTO, the securities of MSR Exploration were also cease traded in Alberta for failing to file the same financial statements.

19. Later in 1991, MSR Exploration filed with the OSC its 1990 Annual Report. Its 1990 Annual Report included its annual audited financial statements for the year ended December 31, 1990. Following a review of the public file of the OSC, no evidence can be located which would indicate that the interim financial statements for the three month period ended March 31, 1991 were ever filed with the OSC. The Filer has no ability to independently confirm if the filing was made. According to the public file of the OSC, MSR Exploration did file its interim financial statements for the period ended June 30, 1991 which includes some comparative information to the three-month period ended March 31, 1991.

20. MSR Exploration made the outstanding filings in Alberta and the Alberta cease trade order was revoked by subsequent order on September 9, 1993.

21. No order revoking the Ontario CTO or the BC CTO has been found on the public record of the OSC or the BCSC, respectively.

22. In addition, a review of MSR Exploration's public file with the ASC and OSC indicates that MSR Exploration continued to file continuous disclosure documents subsequent to the three month period ending March 31, 1991 with both the ASC and OSC until its merger with Mercury Montana, Inc. ("Mercury") in 1997. Accordingly, the only missing financial statement filing in Ontario for MSR Exploration, until the date of its merger with Mercury in 1997, appears to be its interim financial statements for the three month period ending March 31, 1991.

23. The Filer has been advised that the BCSC has destroyed its historic files in respect of MSR Exploration. The Filer is therefore unable to determine whether MSR Exploration continued to make continuous disclosure filings in British Columbia subsequent to the three month period ending March 31, 1990.

24. The ASC was informed of the discovery of the Ontario CTO with respect to MSR Exploration prior to it issuing the ASC Order which deemed the Filer to have ceased to be a reporting issuer in Alberta.

25. As described below, MSR Exploration is the predecessor of a predecessor of the Filer. The directors and management of the Filer at the time of the 1999 Merger (as defined below) were not responsible for the missed filings by MSR Exploration in 1989 and 1990 in British Columbia and Ontario, respectively, that resulted in the BC CTO and Ontario CTO. In addition, none of these individuals had any knowledge that MSR Exploration was subject to historic cease trade orders in British Columbia or Ontario at the time of the 1999 Merger.

The 1997 and 1999 Mergers

26. In October 1997, MSR Exploration was continued and domesticated into Delaware to facilitate a merger with Mercury, a Delaware corporation (the "1997 Merger"). Upon completion of the 1997 Merger, Mercury remained as the surviving entity and changed its name to MSR Exploration, Ltd. ("New MSR").

27. Following the 1997 Merger, continuous disclosure filings were continued with the ASC but ceased with the OSC and, although it cannot be confirmed, likely ceased with the BCSC. The continuous disclosure filings made with the ASC were filed in paper and no SEDAR profile was ever established for MSR Exploration or New MSR.

28. On March 4, 1999 the Filer and New MSR merged under Delaware law with the Filer remaining as the surviving entity (the "1999 Merger").

29. Following the 1999 Merger of the Filer and New MSR, continuous disclosure filings continued with the ASC. The continuous disclosure filings made with the ASC were filed in paper and no SEDAR profile was ever established for the Filer. As disclosed to the ASC prior to receipt of the ASC Order, the Filer did not make filings in respect of the disclosure required under National Instrument 51-101 -- Standards of Disclosure for Oil and Gas Activities and certain other disclosure requirements.

30. At the time of the 1999 Merger, the Filer had no knowledge of the fact that MSR Exploration, a predecessor of New MSR, had been a reporting issuer in British Columbia and Ontario or of the BC CTO or Ontario CTO. The directors and management of the Filer at the time of the 1999 Merger had neither any connection to nor any involvement with MSR Exploration at the time the CTOs were issued.

31. The Ontario CTO only first became known as part of certain research completed to prepare an application on behalf of the Filer for the Filer to cease to be a reporting issuer in the Province of Alberta. The existence of the BC CTO did not become known until February 2010, several months after the ASC Order was granted, as a result of a typographical error in the spelling in the name of MSR Exploration used to index the BC CTO.

32. The Filer has exhausted its reasonable efforts to identify the legal reasoning that may have led to the conclusion in 1997 that New MSR did not become a reporting issuer in the Provinces of British Columbia and Ontario following the 1997 Merger.

33. Based on the information now available to the Filer, New MSR became a reporting issuer in British Columbia and Ontario following the 1997 Merger and the Filer became a reporting issuer in British Columbia and Ontario following the 1999 Merger, in each case subject to the BC CTO and the Ontario CTO.

Ceasing to be a Reporting Issuer and Revocation of Cease Trade Orders

34. The only distributions of Shares in Canada have been to employees of the Filer and its affiliates under the employee prospectus exemption under section 2.24 of National Instrument 45-106 Prospectus and Registration Exemptions as part of the Filer's 2006 Equity Plan (the "2006 Plan") or its Amended and Restated 1999 Stock Option and Retention Stock Plan (the "1999 Plan").

35. The 2006 Plan authorizes the award of various incentives to the Filer's directors, executive officers and selected employees and consultants. Canadian employees have been awarded restricted stock units (consisting of the right to receive either cash or Shares from the Filer at the end of a specified deferral period) and stock options under the 2006 Plan. The Filer also historically made awards of restricted stock units and stock options to Canadian employees pursuant to the 1999 Plan, but no awards have been made under such plan since 2006.

36. As of April 20, 2010, the Filer had 103 active employees in Canada who were eligible for awards under the 2006 Plan. Awards under the 2006 Plan are typically granted annually at the beginning of each fiscal year of the Filer. In the twelve months prior to the date of the Filer's application, Canadian employees were awarded 166,118 restricted stock units (all of which consisted of the right to receive cash, and not Shares, from the Filer) and 97,053 stock options, all of which were granted in January 2010. The next scheduled grant of awards to Canadian employees under the 2006 Plan is in January 2011, although it is possible that the Filer may make a small number of isolated grants to particular employees again in 2010. The Filer does not anticipate material changes in the composition or number of awards granted to Canadian employees in 2011 as compared to 2010. Consequently, the impact of the 2006 Plan on the number of Shares held by Canadian employees is not expected to result in a more significant shareholder base in Canada.

37. Based upon the enquiries of the Filer described below, residents in Canada:

(i) do not directly or indirectly beneficially own more than 2% of each class or series of outstanding securities of the Filer worldwide, and

(ii) do not directly or indirectly comprise more than 2% of the total number of securityholders of the Filer worldwide.

38. The due diligence conducted by the Filer in support of the foregoing representation is summarized below.

(i) The Filer caused its transfer agent, BNY Mellon Shareowner Services ("BNY"), to conduct an investigation to confirm the residency of the holders of its outstanding Shares. As of February 18, 2010:

A. there are 38 registered holders of Shares who are resident in Canada, out of a total number of 844 registered holders of Shares worldwide; and

B. the number of Shares registered in the name of such registered shareholders who are resident in Canada is approximately 9,540, which represents less than 0.01% of the issued and outstanding Shares.

(ii) The Filer caused Broadridge Financial Services, Inc. ("Broadridge") to conduct an intermediary search, being a search for Shares which are beneficially owned other than by the registered holder, using a record date of March 8, 2010. Broadridge's search identified a total of 298 Canadian resident accounts, holding 2,510,953 Shares in the aggregate, out of a total of 24,666 accounts holding 58,772,617 Shares in the aggregate.

(iii) Aggregating the data set forth in paragraphs (a) and (b) above, and assuming that one intermediary account generally represents one beneficial shareholder, the Filer concluded that:

A. Canadian resident holders of Shares number approximately 336, being approximately 1.32% of the total number of holders of Shares worldwide; and

B. the number of Shares held by Canadian securityholders is approximately 2,520,493, which figure represents approximately 1.48% of the issued and outstanding Shares.

(iv) In respect of the Debt Securities, all of which are held by beneficial holders, the Filer caused Broadridge to conduct an intermediary search using a record date of March 19, 2010 in respect of the Debt Securities outstanding on such date. Broadridge's search identified 4 Canadian resident holders holding 2,210,000 Debt Securities in the aggregate, out of a total of 975 holders of Debt Securities worldwide holding 1,173,420,000 Debt Securities in the aggregate.

(v) Aggregating all of the foregoing data in respect of the Shares and Debt Securities, and again assuming that one intermediary account generally represents one beneficial securityholder, the Filer concluded that:

A. Canadian securityholders number approximately 340, being approximately 1.28% of the total number of securityholders of the Filer worldwide; and

B. the number of Shares held by Canadian securityholders is approximately 2,520,493, which figure represents approximately 1.48% of the issued and outstanding Shares, and the number of Debt Securities held by Canadian securityholders is approximately 2,210,000, which figure represents approximately 0.19% of the issued and outstanding Debt Securities.

39. The Filer has applied to the securities regulatory authority or regulator in each of Ontario and British Columbia for a decision under the securities legislation of such jurisdictions that the Filer be deemed to have ceased to be a reporting issuer under such securities legislation (the "Reporting Issuer Exemptive Relief Sought"). The Filer has been advised by staff of the BCSC, the principal regulator for such application, that the Reporting Issuer Exemptive Relief Sought will be granted concurrently upon the grant of the revocation of the Ontario CTO and the BC CTO.

40. The Filer files continuous disclosure reports under U.S. securities laws and is listed on a U.S. exchange. Should the Reporting Issuer Exemptive Relief Sought be granted, all of the Filer's securityholders resident in the Jurisdiction will continue to have immediate access to the same continuous disclosure documents through "EDGAR", the filings section of the SEC website (www.sec.gov).

41. The Filer's securities are not currently listed, traded or quoted for trading on any "marketplace" in Canada (as defined in National Instrument 21-101 -- Marketplace Operation), and the Filer does not currently intend to have its securities listed, traded or quoted on such a marketplace in Canada.

42. Other than equity issued under the 2006 Plan to employees, in the 12 months preceding this application, the Filer has not taken any steps that indicate there is a market for its securities in Canada. The Filer currently has no plans to raise financing by way of a public or private offering of its securities in Canada or otherwise distribute its securities in Canada except for distributions to employees under the 2006 Plan.

43. The Filer has previously undertaken to the ASC and continues to undertake to concurrently deliver to its Canadian securityholders all disclosure the issuer would be required under U.S. securities law or exchange requirements to deliver to U.S. resident securityholders. The Filer is in compliance with such undertaking and in all material respects with all applicable requirements of United States securities laws.

44. In connection with the ASC Order, and prior to gaining knowledge of the Filer's status as a reporting issuer in British Columbia and Ontario, the Filer provided advance notice to Canadian resident securityholders in a press release, dated July 6, 2009, that it had applied to securities regulatory authorities for a decision that it is not a reporting issuer in Canada and, if that decision was made, that the issuer would no longer be a reporting issuer in any jurisdiction in Canada.

45. The Filer acknowledges that, because it was unaware that it was a reporting issuer in British Columbia and Ontario and of the existence of the BC CTO and the Ontario CTO, it has inadvertently failed to comply with its continuous disclosure obligations in British Columbia and Ontario and any other securities law requirements applicable to a reporting issuer in such jurisdictions, as well as the terms of the BC CTO and the Ontario CTO. Upon becoming aware that it was a reporting issuer in British Columbia and Ontario and of the existence of the BC CTO and the Ontario CTO, the Filer alerted the BCSC and OSC and has made this application in order to seek a practical remedy to the situation.

46. If the Reporting Issuer Exemptive Relief Sought is granted, the Filer will no longer be a reporting issuer in any jurisdiction in Canada.

47. After the Filer ceases to be a reporting issuer in Ontario and British Columbia, securityholders resident in Canada may continue to hold and trade securities of the Filer, and employees of the Filer resident in Canada may continue to hold and/or exercise stock options or be issued additional stock options of the Filer. Although it is expected that residents of Canada will primarily trade securities of the Filer over the facilities of the New York Stock Exchange, any trades of such securities by residents of Canada may be considered to be in violation of the terms of the Ontario CTO and BC CTO if they are not revoked.

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

AND UPON 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 Ontario CTO is fully revoked as of the date on which the Filer ceases to be a reporting issuer under the Act.

DATED at Toronto this 10th day of May, 2010.

Rainmaker Mining Corp. -- s. 1(11)(b)

Headnote

Subsection 1(11)(b) -- Order that the issuer is a reporting issuer for the purposes of Ontario securities law -- Issuer already a reporting issuer in Alberta and British Columbia -- Issuer's securities listed for trading on the TSX Venture Exchange -- Continuous disclosure requirements in Alberta and British Columbia substantially the same as those in Ontario - Issuer has a significant connection to Ontario.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(11)(b).

IN THE MATTER OF

THE SECURITIES ACT,

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

(the Act)

AND

IN THE MATTER OF

RAINMAKER MINING CORP.

ORDER

(clause 1(11)(b))

UPON the application of Rainmaker Mining Corp. (the Applicant) to the Ontario Securities Commission (the Commission) for an order pursuant to clause 1(11)(b) of the Act that, for the purposes of Ontario securities law, the Applicant is a reporting issuer in Ontario;

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

AND UPON the Applicant representing to the Commission as follows:

1. The Applicant was incorporated under the laws of the Province of British Columbia on September 13, 1979.

2. The head office and registered office of the Applicant are located at 300 -- 576 Seymour Street, Vancouver, British Columbia V6B 3K1.

3. The authorized capital of the Applicant consists of an unlimited number of common shares.

4. As at May 26, 2010, 3,566,461 common shares of the Applicant were issued and outstanding.

5. The Applicant has been a reporting issuer under the Securities Act (British Columbia) (the BC Act) and the Securities Act (Alberta) (the Alberta Act) since January 26, 1986. The Applicant is not a reporting issuer or the equivalent in any jurisdiction in Canada other than British Columbia or Alberta.

6. The Applicant is not on the list of defaulting reporting issuers maintained pursuant to the BC Act or the Alberta Act and is not in default of any of its obligations under the BC Act or the Alberta Act or the rules and regulations made thereunder.

7. The continuous disclosure materials filed by the Applicant under the requirements of the BC Act and the Alberta Act are substantially the same as the continuous disclosure requirements under the Act.

8. The common shares of the Applicant are listed and posted for trading on the TSX Venture Exchange (the Exchange) under the symbol "RMG".

9. The Applicant is not in default of the rules, regulations or policies of the Exchange.

10. The Exchange requires all of its listed issuers, which are not otherwise reporting issuers in Ontario, to assess whether they have a significant connection with Ontario, as defined in Policy 1.1 of the TSX Venture Exchange Corporate Finance manual, and, upon first becoming aware that it has a significant connection to Ontario, to promptly make a bona fide application to the Ontario Securities Commission to be deemed a reporting issuer in Ontario.

11. The Applicant has a significant connection to Ontario since more than 50% of the total number of equity securities of the Applicant are owned by registered and beneficial shareholders resident in Ontario.

12. The Applicant does not have a shareholder which holds sufficient securities of the Applicant to affect materially the control of the Applicant.

13. Neither the Applicant, nor any of its officers or directors, has:

(a) been subject to any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority;

(b) entered into a settlement agreement with a Canadian securities regulatory authority; or

(c) been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely to be considered important to a reasonable investor making an investment decision.

14. Neither the Applicant, nor any of its officers or directors, is or has been the subject of:

(a) any known ongoing or concluded investigation by a Canadian securities regulatory authority, or a court or regulatory body, other than a Canadian securities regulatory authority, that would be likely to be considered important to a reasonable investor making an investment decisions; or

(b) any bankruptcy or insolvency proceedings, or other proceedings, arrangement or compromises with creditors, or the appointment of a receiver, receiver manager or trustee, within the preceding 10 years.

15. Other than as disclosed below, none of the officers or directors of the Applicant is or has been at the time of such event an officer or director of any other issuer which is or has been subject to:

(a) except as set out in paragraph 16, any cease trade or similar orders, or orders that denied access to any exemptions under Ontario securities law, for a period of more than 30 consecutive days, within the preceding 10 years; or

(b) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver manager or trustee, within the preceding 10 years.

16. William J. Dynes, a director of the Applicant, is and was a director of New Meridian Mining Corp, a reporting issuer that had a cease trade order issued by the British Columbia Securities Commission (the "BCSC" on December 11, 2002 and February 21, 2003 by the Alberta Securities Commission for the failure to file financial statements within the prescribed time period. Both orders were revoked on March 3, 2003 and March 7, 2003 respectively.

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

IT IS HEREBY ORDERED pursuant to clause 1(11)(b) of the Act that the Applicant is a reporting issuer for the purposes of Ontario securities law.

DATED at Toronto this 9th day of June, 2010.

Paladin Capital Markets Inc. et al. -- ss. 127(1), 127(7), 127(8)

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

PALADIN CAPITAL MARKETS INC.,

JOHN DAVID CULP AND

CLAUDIO FERNANDO MAYA

ORDER

Subsections 127(1), 127(7) and 127(8)

WHEREAS on June 2, 2009, the Ontario Securities Commission (the "Commission") issued a temporary order (the "Temporary Order") pursuant to subsections 127(1) and 127(5) of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act") ordering that:

1. Under subsection 127(1)1 of the Act, the registration of Paladin Capital Markets Inc. ("Paladin") and John David Culp ("Culp") be suspended;

2. Under subsection 127(1)2 of the Act, all trading in any securities by the Respondents cease;

3. Under subsection 127(1)2 of the Act, all trading in securities of Paladin cease; and

4. Under subsection 127(1)3 of the Act, all exemptions contained in Ontario securities law do not apply to the Respondents;

AND WHEREAS on June 2, 2009, the Commission ordered that the Temporary Order shall expire on the 15th day after its making unless extended by order of the Commission;

AND WHEREAS on June 4, 2009 the Commission issued a Notice of Hearing to consider, among other things, the extension of the Temporary Order, to be held on June 15, 2009 at 10:00 a.m;

AND WHEREAS the Commission held a hearing on June 15, 2009 to consider whether to extend the Temporary Order;

AND WHEREAS counsel for Staff, Claudio Fernando Maya ("Maya") and Culp, on his own behalf and for Paladin, appeared at the hearing held on June 15, 2009;

AND WHEREAS Culp, on his own behalf and for Paladin, consented to the extension of the Temporary Order to September 30, 2009;

AND WHEREAS Maya consented to the extension of the Temporary Order to September 30, 2009, subject to his right to contest the Temporary Order by hearing on July 2, 2009 at 2:30 p.m.;

AND WHEREAS on July 2, 2009, the Commission heard submissions from Staff and Maya as to the continuation of the Temporary Order against Maya;

AND WHEREAS on July 2, 2009, with reasons issued on July 10, 2009, the Commission was not satisfied that Maya had provided satisfactory information not to extend the temporary order;

AND WHEREAS the Commission held a hearing on September 29, 2009 to consider whether to extend the Temporary Order;

AND WHEREAS Maya and Culp, on his own behalf and for Paladin, and counsel for Staff, appeared at the hearing held on September 29, 2009;

AND WHEREAS the parties consented to the extension of the Temporary Order to December 1, 2009;

AND WHEREAS the Commission held a hearing on November 30, 2009 to consider whether to extend the Temporary Order;

AND WHEREAS counsel for Staff and Culp, on his own behalf and for Paladin, appeared at the hearing held on November 30, 2009;

AND WHEREAS counsel for Staff spoke to and provided an email in respect of Maya's consent to an extension to the Temporary Order for a further two months;

AND WHEREAS at the hearing on November 30, 2009, Culp, on his own behalf and for Paladin, and counsel for Staff consented to the extension of the Temporary Order to February 3, 2010;

AND WHEREAS the Commission held a hearing on February 2, 2010 to consider whether to extend the Temporary Order;

AND WHEREAS counsel for Staff but none of the Respondents appeared at the hearing held on February 2, 2010;

AND WHEREAS counsel for Staff spoke to and provided emails in respect of the Respondents' consents to an extension to the Temporary Order until March 23, 2010;

AND WHEREAS the Commission held a hearing on March 22, 2010 to consider whether to extend the Temporary Order;

AND WHEREAS on March 22, 2010 counsel for Staff and Maya attended in person at the hearing and Culp, on his own behalf and for Paladin, attended by telephone;

AND WHEREAS the parties consented to a final extension of the Temporary Order until June 15, 2010 to conclude potential settlements and to allow Maya to seek legal advice;

AND WHEREAS Staff advised that it would file a Statement of Allegations and seek the issuance of a Notice of Hearing for a hearing on the merits prior to June 15, 2010 if resolutions cannot be reached with the Respondents;

AND WHEREAS on March 22, 2010, the Commission ordered that the Temporary Order be extended to June 16, 2010 and that the hearing be adjourned to June 15, 2010;

AND WHEREAS Staff filed a Statement of Allegations dated June 9, 2010 and the Commission issued a Notice of Hearing on June 10, 2010 in this matter;

AND WHEREAS the Commission issued a Notice of Hearing on June 10, 2010 to consider whether it is in the public interest to approve a settlement agreement entered into by Staff of the Commission and the respondents, Paladin and Culp, on July 19, 2010 at 11:00 a.m.;

AND WHEREAS the Commission held a hearing on June 15, 2010 to consider whether to extend the Temporary Order and to consider the formal hearing commenced by Notice of Hearing on June 10, 2010;

AND WHEREAS on June 15, 2010 counsel for Staff and counsel for Maya attended in person at the hearing and Culp, on his own behalf and for Paladin, did not attend due to illness;

AND WHEREAS Staff and the Respondents consented to setting a confidential pre-hearing conference for August, 5, 2010;

AND WHEREAS Staff and the Respondents consented to an extension of the Temporary Order until August 6, 2010;

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

AND WHEREAS by Commission order made August 31, 2009, pursuant to section 3.5(3) of the Act, any one of W. David Wilson, James E. A. Turner, David L. Knight, Carol S. Perry, Patrick J. LeSage, James D. Carnwath and Mary G. Condon, acting alone is authorized to exercise the powers of the Commission under the Act, subject to subsection 3.5(4) of the Act, to make orders under section 127 of the Act;

IT IS ORDERED that

1. pursuant to subsections 127(7) and 127(8), the Temporary Order is extended until August 6, 2010; and

2. the hearing is adjourned to a confidential pre-hearing conference to be held on August 5, 2010 at 10:00 a.m.

Dated at Toronto this 15th day of June 2010

"James E. A. Turner"

Irwin Boock et al.

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

IRWIN BOOCK, STANTON DEFREITAS, JASON

WONG, SAUDIA ALLIE, ALENA DUBINSKY, ALEX

KHODJIAINTS, SELECT AMERICAN TRANSFER

CO., LEASESMART, INC., ADVANCED GROWING

SYSTEMS, INC., INTERNATIONAL ENERGY LTD.,

NUTRIONE CORPORATION, POCKETOP

CORPORATION, ASIA TELECOM LTD., PHARM

CONTROL LTD., CAMBRIDGE RESOURCES

CORPORATION, COMPUSHARE TRANSFER

CORPORATION, FEDERATED PURCHASER, INC.,

TCC INDUSTRIES, INC., FIRST NATIONAL

ENTERTAINMENT CORPORATION, WGI

HOLDINGS, INC. AND ENERBRITE

TECHNOLOGIES GROUP

ORDER

WHEREAS on October 16, 2008, the Ontario Securities Commission (the "Commission") commenced the within proceeding by issuing a Notice of Hearing pursuant to sections 127 and 127.1 of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act");

AND WHEREAS on October 14, 2009, Staff of the Commission ("Staff") brought a disclosure motion (the "Motion") regarding the Respondent, Irwin Boock ("Boock");

AND WHEREAS the Motion was heard by the Commission on October 21, 2009, November 2 and 20, 2009 and January 8, 2010;

AND WHEREAS on December 10, 2009, the Commission ordered that the hearing on the merits of this matter shall commence on February 1, 2010;

AND WHEREAS on January 29, 2010, the Commission ordered that the hearing on the merits of this matter be adjourned sine die pending the release of the Commission's decision on the Motion;

AND WHEREAS on February 9, 2010, the Commission issued a decision on the Motion (the "Disclosure Decision");

AND WHEREAS Boock has commenced an Application for Judicial Review before the Superior Court of Justice (Divisional Court) of the Disclosure Decision ("JR Application");

AND WHEREAS counsel for Boock advised the Commission at an attendance on February 24, 2010 that the Divisional Court had advised that it was expected that the JR Application could be heard in advance of the dates scheduled for the commencement of a hearing into the merits of this matter;

AND WHEREAS on February 24, 2010, the Commission made an order that:

a) the Disclosure Decision be stayed until the earlier of the date of a decision on the merits in the JR Application or September 13, 2010, or until such further date as ordered by the Commission;

b) the parties shall attend at the offices of the Commission on September 13, 2010 at 9:00 a.m. to advise the Commission of the status of the determination of the JR Application (the "Status Hearing"); and

c) the hearing on the merits of this matter shall commence on October 18, 2010 and, excluding October 26, 2010, shall continue for three weeks until November 5, 2010 and thereafter on such dates as may be agreed by the parties and determined by the Office of the Secretary;

AND WHEREAS Boock is no longer represented by counsel and is currently acting in person;

AND WHEREAS Staff sought the parties' attendance and the Commission's availability for an attendance on the Status Hearing on June 18, 2010;

AND WHEREAS on June 18, 2010, Staff, Boock, counsel to Stanton DeFreitas, and counsel to Jason Wong attended before the Commission for the Status Hearing;

AND WHEREAS Staff advised that the JR Application has not yet been perfected;

AND WHEREAS Boock advised the Commission that he intends to proceed with the JR Application;

AND UPON hearing the submissions of the parties in attendance;

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

IT IS ORDERED THAT the Status Hearing is adjourned until Tuesday, June 29, 2010 at 9:30 a.m.

Dated at Toronto this 18th day of June, 2010.

"James D. Carnwath"

Global Energy Group, Ltd. 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

GLOBAL ENERGY GROUP, LTD., NEW GOLD

LIMITED PARTNERSHIPS, CHRISTINA HARPER,

VADIM TSATSKIN, MICHAEL SCHAUMER,

ELLIOT FEDER, ODED PASTERNAK, ALAN

SILVERSTEIN, HERBERT GROBERMAN,

ALLAN WALKER, PETER ROBINSON,

VYACHESLAV BRIKMAN, NIKOLA BAJOVSKI,

BRUCE COHEN AND ANDREW SHIFF

ORDER

(Section 127 of the Securities Act)

WHEREAS on June 8, 2010, the Commission issued a Notice of Hearing pursuant to sections 37, 127 and 127.1 of the Act accompanied by a Statement of Allegations dated June 8, 2010, issued by Staff of the Commission ("Staff") with respect to Global Energy Group, Ltd. ("Global Energy"), New Gold Limited Partnerships, ("New Gold"), Christina Harper ("Harper"), Michael Schaumer ("Schaumer"), Elliot Feder ("Feder"), Vadim Tsatskin ("Tsatskin"), Oded Pasternak ("Pasternak"), Alan Silverstein ("Silverstein"), Herbert Groberman ("Groberman"), Allan Walker ("Walker"), Peter Robinson ("Robinson"), Vyacheslav Brikman ("Brikman"), Nikola Bajovski ("Bajovski"), Bruce Cohen ("Cohen") and Andrew Shiff ("Shiff"), collectively, the "Respondents";

AND WHEREAS the Notice of Hearing stated that a hearing would be held at the offices of the Commission on June 14, 2010;

AND WHEREAS, on June 14, 2010, Staff confirmed that the Commission had received the affidavit of Kathleen McMillan sworn June 11, 2010 which indicated that service of the Notice of Hearing and Statement of Allegations was attempted on all Respondents personally, electronically, through their counsel or at their last known address;

AND WHEREAS on June 14, 2010, Staff, Schaumer, Silverstein, Brikman, Shiff, counsel for Feder and an agent for counsel for Robinson attended the hearing;

AND WHEREAS on June 14, 2010, Staff informed the Commission that they had received messages from Harper and Groberman that they would not be attending the hearing;

AND WHEREAS on June 14, 2010, Staff informed the Commission that they had received a message from Tsatskin stating that his lawyer would be unable to appear at the hearing;

AND WHEREAS on June 14, 2010, Staff informed the Commission they had received a message from counsel for Pasternak, Walker and Brikman that he would not be attending the hearing;

AND WHEREAS on June 14, 2010, upon hearing submissions from Staff and counsel for Feder;

IT IS ORDERED THAT the hearing is adjourned to September 1, 2010 at 1:00 p.m. or such other date as is agreed by the parties and determined by the Office of the Secretary.

DATED at Toronto this 14th day of June, 2010.

"James Carnwath"

Christina Harper et al. -- ss. 127(7), 127(8)

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

CHRISTINA HARPER, HOWARD RASH, MICHAEL

SCHAUMER, ELLIOT FEDER, VADIM TSATSKIN,

ODED PASTERNAK, ALAN SILVERSTEIN,

HERBERT GROBERMAN, ALLAN WALKER,

PETER ROBINSON, VYACHESLAV BRIKMAN,

NIKOLA BAJOVSKI, BRUCE COHEN AND

ANDREW SHIFF

ORDER

(Subsections 127(7) and 127(8))

WHEREAS on April 7, 2010, the Ontario Securities Commission (the "Commission") issued a temporary cease trade order pursuant to subsections 127(1) and 127(5) of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act") ordering the following (the "Temporary Order"):

I. Christina Harper ("Harper"), Howard Rash ("Rash"), Michael Schaumer ("Schaumer"), Elliot Feder ("Feder"), Vadim Tsatskin ("Tsatskin"), Oded Pasternak ("Pasternak"), Alan Silverstein ("Silverstein"), Herbert Groberman ("Groberman"), Allan Walker ("Walker"), Peter Robinson ("Robinson"), Vyacheslav Brikman ("Brikman"), Nikola Bajovski ("Bajovski"), Bruce Cohen ("Cohen") and Andrew Shiff ("Shiff"), collectively, the "Respondents", shall cease trading in all securities;

II. that any exemptions contained in Ontario securities law do not apply to the Respondents.

AND WHEREAS, on April 7, 2010, the Commission ordered that the Temporary Order shall expire on the 15th day after its making unless extended by order of the Commission;

AND WHEREAS on April 14, 2010, the Commission issued a Notice of Hearing to consider, among other things, the extension of the Temporary Order, to be held on April 20, 2010 at 3:00 p.m;

AND WHEREAS the Notice of Hearing set out that the Hearing is to consider, amongst other things whether, in the opinion of the Commission, it is in the public interest, pursuant to subsections 127 (7) and (8) of the Act, to extend the Temporary Order until the conclusion of the hearing, or until such further time as considered necessary by the Commission;

AND WHEREAS on April 20, 2010, a hearing was held before the Commission and none of the Respondents appeared before the Commission to oppose Staff of the Commission's ("Staff") request for the extension of the Temporary Order;

AND WHEREAS on April 20, 2010, the Commission was satisfied that Staff had served or made reasonable attempts to serve each of the Respondents with copies of the Temporary Order, the Notice of Hearing, and the Evidence Brief of Staff as evidenced by the Affidavit of Kathleen McMillan, sworn on April 20, 2010, and filed with the Commission;

AND WHEREAS on April 20, 2010, the Commission considered the evidence and submissions before it and the Commission was of the opinion that: in the absence of a continuing cease-trade order, the length of time required to conclude a hearing could be prejudicial to the public interest; and, it was in the public interest to extend the Temporary Order;

AND WHEREAS, on April 20, 2010, pursuant to subsections 127 (7) and (8) of the Act, the Temporary Order was extended to June 15, 2010 and the hearing in this matter was adjourned to June 14, 2010, at 10:00 a.m.;

AND WHEREAS on June 14, 2010, a hearing was held before the Commission;

AND WHEREAS on June 14, 2010, Staff, Schaumer, Silverstein, Brikman, Shiff, counsel for Feder and an agent for counsel for Robinson attended the hearing;

AND WHEREAS on June 14, 2010, there was no objection to the extension of the Temporary Order made to the Commission;

AND WHEREAS on June 14, 2010, the Commission considered the evidence and submissions before it and the Commission was of the opinion that: in the absence of a continuing cease-trade order, the length of time required to conclude a hearing could be prejudicial to the public interest; and, it was in the public interest to extend the Temporary Order;

IT IS HEREBY ORDERED pursuant to subsections 127 (7) and (8) of the Act that the Temporary Order is extended to September 1, 2010; and,

IT IS FURTHER ORDERED that the hearing in this matter is adjourned to September 1, 2010, at 1:00 p.m.

DATED at Toronto this 14th day of June, 2010.

"James Carnwath"

Magna International Inc. et al.

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

MAGNA INTERNATIONAL INC.

AND

IN THE MATTER OF

THE STRONACH TRUST

AND 446 HOLDINGS INC.

ORDER

WHEREAS the Ontario Securities Commission (the "Commission") has convened a hearing pursuant to a Notice of Hearing dated June 15, 2010 (the "Hearing") in order to consider an application brought by Commission Staff ("Staff") pursuant to section 127 of the Ontario Securities Act, R.S.O. 1990, c. S.5, as amended;

AND WHEREAS the Hearing is scheduled to be heard by the Commission on June 23 and 24, 2010;

AND WHEREAS Magna International Inc. ("Magna") is a respondent to the Application;

AND WHEREAS at the request of Staff, Magna has voluntarily produced certain non-public documents that it considers not suitable for public disclosure, which documents have been produced by Magna on the express condition that they will be kept confidential by all parties and intervenors in accordance with this Order and will not be used for any purpose other than the Hearing;

THE COMMISSION THEREFORE ORDERS THAT:

1. All non-public documents delivered by Magna to any of the parties or intervenors, or their respective legal counsel, in respect of this proceeding (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, or as expressly provided for in a further Order of the Commission, the parties, the intervenors and their respective 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 (as defined); or

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

3. To the extent that any of the Confidential Information is or is proposed to be made an exhibit in or becomes part of or is disclosed in any way in the record or transcripts of the Hearing, Magna shall be afforded the right to make submissions to the Commission on issues relating to the confidentiality and protection of the confidentiality of such Confidential Information before such Confidential Information is made available to the public.

Treatment of Confidential Information upon Conclusion of the Hearing

4. Upon final resolution of the Hearing (including the expiry of all rights of further review or appeal), all Confidential Information not otherwise made public through the Hearing process, as described above, including copies or any records thereof, shall be destroyed by the parties and intervenors and their respective legal counsel.

5. The resolution of the Hearing 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 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 this proceeding and the Commission shall retain jurisdiction to deal with any issues relating to this Order, including, without limitation, the enforcement thereof.

Amendments to Order

6. A party or the Commission on its own motion may, on notice to all other parties, seek an order of the Commission modifying this Order or seek directions as to the meaning or application of this Order.

Implied and Deemed Undertaking

7. 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.

Magna is not prevented from dealing with Confidential Information as it sees fit

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

Effective Date

9. 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.

Issued at Toronto this 18th day of June, 2010.

"James Turner"

Magna International Inc. et al.

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

MAGNA INTERNATIONAL INC.

AND

IN THE MATTER OF

THE STRONACH TRUST

AND 446 HOLDINGS INC.

ORDER GRANTING INTERVENOR STATUS TO

GOODMAN & CO. INVESTMENT COUNSEL LTD.

(Application for standing in the hearing

on the merits in the matter of Magna International Inc.

under section 127)

WHEREAS the Ontario Securities Commission (the "Commission") has convened a hearing pursuant to a Notice of Hearing dated June 15, 2010 (the "Hearing") to consider an application brought by Staff of the Commission pursuant to section 127 of the Ontario Securities Act, R.S.O. 1990, c.S.5, as amended (the "Application");

AND WHEREAS the Hearing is scheduled to be heard by the Commission on June 23 and 24, 2010;

AND WHEREAS Goodman & Co. Investment Counsel Ltd. ("Goodman") filed a notice of motion for an order that it be granted limited standing in the hearing on the merits of the Application to make oral and written submissions before the Commission but not to tender any evidence, cross-examine any witnesses or otherwise become a party to the proceeding (such limited standing being referred to as "Torstar standing");

AND UPON considering the submissions made by counsel at the motion hearing held on June 18, 2010;

AND UPON being satisfied that it is in the public interest in the circumstances to grant Torstar standing to Goodman at the hearing on the merits of the Application;

IT IS ORDERED THAT:

Goodman is granted Torstar standing at the hearing on the merits of the Application, provided Goodman abides by the timetable agreed to by the other parties to this proceeding or imposed by the Commission, including by delivering any written submissions or factums they intend to rely upon in accordance with that timetable.

DATED at Toronto this 18th day of June, 2010.

"James Turner"

Magna International Inc. et al.

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

MAGNA INTERNATIONAL INC.

AND

IN THE MATTER OF

THE STRONACH TRUST

AND 446 HOLDINGS INC.

ORDER GRANTING INTERVENOR STATUS

TO THE SPECIAL COMMITTEE OF

MAGNA INTERNATIONAL INC.

(Application for standing in the hearing

on the merits in the matter of

Magna International Inc. under section 127)

WHEREAS the Ontario Securities Commission (the "Commission") has convened a hearing pursuant to a Notice of Hearing dated June 15, 2010 (the "Hearing") to consider an application brought by Staff of the Commission pursuant to section 127 of the Ontario Securities Act, R.S.O. 1990, c. S.5, as amended (the "Application");

AND WHEREAS the Hearing is scheduled to be heard by the Commission on June 23 and 24, 2010;

AND WHEREAS the Special Committee of the Board of Directors of Magna International Inc. (the "Special Committee") filed a notice of motion for an order that it be granted limited standing in the hearing on the merits of the Application to make oral and written submissions before the Commission but not to tender any evidence, cross-examine any witnesses or otherwise become a party to the proceeding (such limited standing being referred to as "Torstar standing");

AND UPON considering the submissions made by counsel at the motion hearing held on June 18, 2010;

AND UPON being satisfied that it is in the public interest in the circumstances to grant Torstar standing to the Special Committee, subject to the conditions set out below;

IT IS ORDERED THAT:

The Special Committee is granted Torstar standing at the hearing on the merits of the Application, subject to the following conditions:

1. the Special Committee shall make full and proper production of all relevant documents on a timely basis as agreed upon by the parties or as required by the Commission;

2. the Special Committee shall not duplicate or repeat the submissions of Magna International Inc.; and

3. the Special Committee shall abide by the timetable agreed to by the other parties to this proceeding or imposed by the Commission, including by delivering any written submissions or factums they intend to rely upon on the same dates as the respondents.

DATED at Toronto this 18th day of June, 2010.

"James Turner"

Magna International Inc. et al.

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

MAGNA INTERNATIONAL INC.

AND

IN THE MATTER OF

THE STRONACH TRUST

AND 446 HOLDINGS INC.

ORDER GRANTING INTERVENOR STATUS

TO THE ONTARIO TEACHERS' PENSION

PLAN BOARD, CANADA PENSION PLAN

INVESTMENT BOARD, OMERS ADMINISTRATION

CORPORATION, ALBERTA INVESTMENT

MANAGEMENT CORPORATION, LETKO,

BROSSEAU & ASSOCIATES INC., AND BRITISH

COLUMBIA INVESTMENT MANAGEMENT

CORPORATION

(Application for standing in the hearing

on the merits in the matter of

Magna International Inc. under section 127)

WHEREAS the Ontario Securities Commission (the "Commission") has convened a hearing pursuant to a Notice of Hearing dated June 15, 2010 (the "Hearing") to consider an application brought by Staff of the Commission pursuant to section 127 of the Ontario Securities Act, R.S.O. 1990, c. S.5, as amended (the "Application");

AND WHEREAS the Hearing is scheduled to be heard by the Commission on June 23 and 24, 2010;

AND WHEREAS Ontario Teachers' Pension Plan Board, Canada Pension Plan Investment Board, OMERS Administration Corporation, Alberta Investment Management Corporation, Letko, Brosseau & Associates Inc., and British Columbia Investment Management Corporation (the "Proposed Intervenors") filed a notice of motion for an order that they be granted leave to intervene in the Application with full standing, including the opportunity to adduce evidence and make submissions at the hearing on the merits;

AND UPON considering the submissions made by counsel at the motion hearing held on June 18, 2010;

AND UPON being satisfied that it is in the public interest in the circumstances to grant limited standing to the Proposed Intervenors to make oral and written submissions before the Commission but not to tender evidence, cross-examine any witnesses or otherwise become a party to the proceeding (such limited standing is referred to as "Torstar standing");

IT IS ORDERED THAT:

The Proposed Intervenors are granted Torstar standing at the hearing on the merits of the Application, provided the Proposed Intervenors abide by the timetable agreed to by the other parties to this proceeding or imposed by the Commission, including by delivering any written submissions or factums they intend to rely upon in accordance with that timetable.

DATED at Toronto this 18th day of June, 2010.

"James Turner"

Sextant Capital Management Inc. et al.

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

SEXTANT CAPITAL MANAGEMENT INC.,

SEXTANT CAPITAL GP INC., OTTO SPORK,

KONSTANTINOS EKONOMIDIS, ROBERT LEVACK

AND NATALIE SPORK

CONFIDENTIALITY ORDER

The confidentiality request made pursuant to section 9(1)(b) of the Statutory Powers Procedure Act, R.S.O. 1990, c. S.22, with respect to Exhibits A and B, the Canaccord documents delivered to the parties on June 18, 2010, is granted.

IT IS ORDERED that:

1. Exhibits A and B, which contain the non-public documents delivered by Canaccord on June 18, 2010 to any of the parties, or their respective legal counsel, in respect of this proceeding (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, or as expressly provided for in a further Order of the Commission, the parties, and their respective 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 (as defined); or

B. reproduce, release, disclose or use any of the Confidential Information in any manner, including on any website or in any other litigation, press release or any other vehicle for the public dissemination of information, other than for presentation to the Commission in this proceeding.

3. The portions of the transcript that deal with the Confidential Information shall be marked as confidential and only be made available to the Authorized Recipients.

Treatment of Confidential Information upon Conclusion of the Hearing

4. Upon final resolution of the Hearing (including the expiry of all rights of further review or appeal), all Confidential Information not otherwise made public through the Hearing process, as described above, including copies or any records thereof, shall be destroyed by the parties and their respective legal counsel.

5. The resolution of the Hearing 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 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 this proceeding and the Commission shall retain jurisdiction to deal with any issues relating to this Order, including, without limitation, the enforcement thereof.

Amendments to Order

6. A party or the Commission on its own motion may, on notice to all other parties, seek an order of the Commission modifying this Order or seek directions as to the meaning or application of this Order.

Implied and Deemed Undertaking

7. 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.

Effective Date

8. 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 June, 2010.

"James D. Carnwath"

"Carol S. Perry"

Magna International Inc. et al

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

MAGNA INTERNATIONAL INC.

AND

IN THE MATTER OF

THE STRONACH TRUST

AND 446 HOLDINGS INC.

ORDER GRANTING INTERVENOR STATUS

TO MASON CAPITAL MANAGEMENT LLC

(Application for standing in the hearing on the merits

in the matter of Magna International Inc. under section 127)

WHEREAS the Ontario Securities Commission (the "Commission") has convened a hearing pursuant to a Notice of Hearing dated June 15, 2010 (the "Hearing") to consider an application brought by Staff of the Commission pursuant to section 127 of the Ontario Securities Act, R.S.O. 1990, c.S.5, as amended (the "Application");

AND WHEREAS the Hearing is scheduled to be heard by the Commission on June 23 and 24, 2010;

AND WHEREAS Mason Capital Management LLC ("Mason") filed a notice of motion for an order that it be granted limited standing in the hearing on the merits of the Application to make oral and written submissions before the Commission but not to tender any evidence, cross-examine any witnesses or otherwise become a party to the proceeding (such limited standing being referred to as "Torstar standing");

AND UPON considering the submissions made by counsel in writing;

AND UPON being satisfied that it is in the public interest in the circumstances to grant Torstar standing to Mason at the hearing on the merits of the Application;

IT IS ORDERED THAT:

Mason is granted Torstar standing at the hearing on the merits of the Application, provided that Mason abides by the timetable agreed to by the other parties to this proceeding or imposed by the Commission, including by delivering any written submissions or factums they intend to rely upon in accordance with that timetable.

DATED at Toronto this 21st day of June, 2010.

"James E. A. Turner"

Chapter 4 -- Cease Trading Orders

Temporary, Permanent & Rescinding Issuer Cease Trading Orders