Ontario Securities Commission Bulletin

Issue 33/34 - August 27, 2010

Ont. Sec. Bull. Issue 33/34

Table of Contents

Chapter 1 - Notices / News Releases

Notices

• Current Proceedings before the Ontario Securities Commission

• Notice of Publication -- IOSCO Report on Principles for Direct Electronic Access to Markets

Notices of Hearing

• Locate Technologies Inc. et al. -- s. 127

• Questrade Inc. -- s. 21.7

• Scott Edward Purkis -- ss. 127(1), 127.1

• Scott Edward Purkis -- ss. 127(1), 127.1

Notices from the Office of the Secretary

• Albert Leslie James et al.

• Locate Technologies Inc. et al.

• Questrade Inc.

• Scott Edward Purkis

• Scott Edward Purkis

• Lehman Cohort Global Group Inc. et al.

• Paladin Capital Markets Inc. et al.

• Paladin Capital Markets Inc. et al.

Chapter 2 - Decisions, Orders and Rulings

Decisions

• Monterey Exploration Ltd.

• General Motors Company

• Jayden Resources Inc. (formerly called Pinnacle Mines Ltd.)

• Investissements Immobiliers Prodige inc. -- s. 1(10)

• Brazauro Resources Corporation -- s. 1(10)

• VentureLink LP et al.

• BMO Harris Investment Management Inc. and BMO Harris Growth Opportunities Portfolio

Orders

• Mahalo Energy Ltd. -- s. 144

• Albert Leslie James et al. -- ss. 127(1), 127(8)

• Lihir Gold Limited -- s. 1(10)(b)

• TriAct Canada Marketplace LP -- s. 15.1 of NI 21-101 Marketplace Operation and s. 6.1 of OSC Rule 13-502 Fees

• Liquidnet Canada Inc. -- s. 15.1 of NI 21-101 Marketplace Operation and s. 6.1 of OSC Rule 13-502 Fees

• Paladin Capital Markets Inc. et al. -- ss. 127, 127.1

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

Chapter 4 - Cease Trading Orders

• Temporary, Permanent & Rescinding Issuer Cease Trading Orders

• Temporary, Permanent & Rescinding Management Cease Trading Orders

• Outstanding Management & Insider Cease Trading Orders

Chapter 8 - Notice of Exempt Financings

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

Chapter 11 - IPOs, New Issues and Secondary Financings

Chapter 12 - Registrations

• Registrants

Chapter 13 - SROs, Marketplaces and Clearing Agencies

SROs

• IIROC Rules Notice -- Request for Comment -- Dealer Member Rules

Chapter 25 - Other Information

Consents

• Ryland Oil Corporation -- s. 4(b) of the Regulation

Approvals

• JDM Investment Partners Ltd. -- s. 213(3)(b) of the LTCA

• Navina Asset Management Inc. -- s. 213(3)(b) of the LTCA

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Chapter 1 -- Notices / News Releases

Current Proceedings Before The Ontario Securities Commission

August 27, 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

Notice of Publication -- IOSCO Report on Principles for Direct Electronic Access to Markets

NOTICE OF PUBLICATION

Principles for Direct Electronic Access to Markets

The Technical Committee of the International Organization of Securities Commissions (IOSCO) has prepared a Final Report -- Principles for Direct Electronic Access to Markets -- containing principles designed to guide intermediaries, markets and regulators in relation to the areas of pre-conditions for direct electronic access, information flow and adequate systems and controls. The report may be found on the IOSCO website at www.iosco.org.

Locate Technologies Inc. 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

LOCATE TECHNOLOGIES INC.,

TUBTRON CONTROLS CORP.,

BRADLEY CORPORATE SERVICES LTD.,

706166 ALBERTA LTD., LORNE DREVER,

HARRY NILES, MICHAEL CODY AND

DONALD NASON

NOTICE OF HEARING

(Section 127)

TAKE NOTICE THAT the Ontario Securities Commission (the "Commission") will hold a hearing pursuant to section 127 of the Securities Act, R.S.O., c. S.5., as amended (the "Act") at the offices of the Commission, 20 Queen Street West, Toronto, Ontario, 17th Floor, commencing on September 13, 2010, at 2:30 pm or as soon thereafter as the hearing can be held;

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

1. to make an order pursuant to clause 2 of section 127(1) of the Act that trading in securities by the Respondents cease permanently or for such period as the Commission may determine;

2. to make an order pursuant to clause 2.1 of section 127(1) of the Act that acquisition of any securities by the Respondents be prohibited permanently or for such period as the Commission may determine;

3. to make an order pursuant to clause 3 of subsection 127(1) the Act that any exemptions in Ontario securities law do not apply to the Respondents permanently or for such period as the Commission may determine;

4. to make an order pursuant to clause 7 of section 127(1) the Act that Lorne Drever, Harry Niles, Michael Cody and Donald Nason (collectively, the "Individual Respondents") resign any position that the Individual Respondents hold as director or officer of an issuer;

5. to make an order pursuant to clause 8 of section 127(1) of the Act that the Individual Respondents be prohibited from becoming or acting as an officer or director of any issuer permanently or for such period as the Commission may determine;

6. to make an order pursuant to clause 8.1 of section 127(1) the Act that the Individual Respondents resign any position that the Individual Respondents hold as director or officer of a registrant;

7. to make an order pursuant to clause 8.2 of section 127(1) of the Act that the Individual Respondents be prohibited from becoming or acting as an officer or director of any registrant permanently or for such period as the Commission may determine;

8. to make an order pursuant to clause 8.3 of section 127(1) the Act that the Individual Respondents resign any position that the Individual Respondents hold as director or officer of an investment fund manager;

9. to make an order pursuant to clause 8.4 of section 127(1) of the Act that the Individual Respondents be prohibited from becoming or acting as an officer or director of any investment fund manager permanently or for such period as the Commission may determine;

10. to make an order pursuant to clause 8.5 of section 127(1) of the Act that the Respondents are prohibited from becoming or acting as a registrant, as an investment fund manager or as a promoter; and

11. to make such other order or orders as the Commission considers appropriate.

BY REASON of the allegations set out in the Statement of Allegations of Staff dated August 16, 2010 and such additional allegations as counsel may advise and the Commission may permit;

AND FURTHER TAKE NOTICE that any party to the proceeding may be represented by counsel if that party attends or submits evidence at the hearing;

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

DATED at Toronto this 16th day of August, 2010.

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

LOCATE TECHNOLOGIES INC.,

TUBTRON CONTROLS CORP.,

BRADLEY CORPORATE SERVICES LTD.,

706166 ALBERTA LTD., LORNE DREVER,

HARRY NILES, MICHAEL CODY AND

DONALD NASON

STATEMENT OF ALLEGATIONS

OF STAFF OF THE ONTARIO SECURITIES COMMISSION

Staff of the Ontario Securities Commission ("Staff") allege:

I. THE RESPONDENTS

1. Locate Technologies Inc. ("Locate") is a company incorporated in Alberta with a registered office in Edmonton, Alberta.

2. Tubtron Controls Corp., ("Tubtron") formerly known as 733754 Alberta Inc., is a company incorporated in Alberta with a registered office in Edmonton, Alberta.

3. 706166 Alberta Ltd. ("706166") is a company incorporated in Alberta with a registered office in Edmonton, Alberta. 706166 is wholly owned by Lorne Drever ("Drever"). 706166 owns more than 33% of the shares of Locate and more than 25% of the shares of Tubtron.

4. Drever is the President and sole director of Locate, Tubtron and 706166, and resides in Edmonton, Alberta. Drever was at all material times the directing mind of Locate, Tubtron and 706166.

5. Bradley Corporate Services Inc. ("Bradley"), formerly known as Bradley Insurance Services Ltd., is a company incorporated in New Brunswick with an office in Fredericton, New Brunswick.

6. Harry Niles ("Niles") is the President and sole director of Bradley, and resides in Fredericton, New Brunswick. Niles was at all material times the directing mind of Bradley.

7. Michael Cody ("Cody") resides in Fredericton, New Brunswick. Cody was registered with the New Brunswick Securities Commission ("NBSC") as a salesperson from August 2005 to May 2006.

8. Donald Nason ("Nason") resided in Tracy, New Brunswick at the time he engaged in the conduct for which he was sanctioned in New Brunswick. Nason was registered with the Administrator of the Securities Branch of the Department of Justice (the "Administrator") and/or the NBSC at various times from November 1995 to November 2007.

II. OVERVIEW

9. On August 14, 2008, Locate, Tubtron, 706166 and Drever entered into a settlement with the NBSC in which they admitted to violations of the New Brunswick Securities Act (the "NBSA") involving trading in securities or engaging in acts in furtherance of trading without registration and without filing a prospectus, violating cease trade orders and misleading the NBSC. The NBSC ordered sanctions against Locate, Tubtron, 706166 and Drever on August 25, 2008.

10. On October 29, 2008, Bradley and Niles entered into a settlement with the NBSC in which they admitted to violating the NBSA by trading in securities or engaging in acts in furtherance of trading without registration and violating cease trade orders. The NBSC ordered sanctions against Bradley and Niles on November 4, 2008.

11. On January 19, 2009, Cody and Nason entered into an agreed statement of facts filed with the NBSC in which they admitted to violations of the NBSA involving trading without registration and without filing a prospectus, violating cease trade orders, making prohibited representations and misleading the NBSC. Following a sanctions hearing, the NBSC ordered sanctions against Cody and Nason on April 3, 2009.

12. On November 5, 2008, the Alberta Securities Commission (the "ASC") issued a reciprocal order providing for sanctions against Locate, Tubtron, 706166 and Drever.

13. On January 22, 2009, the British Columbia Securities Commission (the "BCSC") issued reciprocal orders providing for sanctions against Drever and Niles. On January 25, 2010, the BCSC issued a reciprocal order providing for sanctions against Cody and Nason.

III. ALLEGATIONS

Conduct in New Brunswick

14. The NBSC has entered into settlement agreements with Locate, Tubtron, 706166, Drever, Bradley and Niles in which those Respondents made formal admissions of fact. Cody and Nason have also entered into an agreed statement of facts filed with the NBSC in which they made formal admissions of fact.

15. On August 14, 2008, Locate, Tubtron, 706166 and Drever entered into a settlement agreement with the NBSC (the "Locate Settlement Agreement"). As part of the Locate Settlement Agreement, Locate, Tubtron, 706166 and Drever admitted that:

a. They have never been registered with the NBSC or with the Administrator to trade in securities, nor have they ever filed or sought to file a prospectus;

b. Locate repeatedly sold its shares to New Brunswick residents between December 2000 and September 2006, raising at least $1,160,000;

c. Tubtron repeatedly sold its shares to New Brunswick residents between April 2002 and September 2006, raising at least $180,000;

d. 706166 received at least $840,000 from investors further to Locate share sales to New Brunswick residents between February 2004 and September 2006;

e. None of the funds provided to 706166 were advanced to Locate or Tubtron for share purchases, but rather part of these funds were used by Drever for personal and other expenses unrelated to the activities of Locate or Tubtron;

f. Locate, Tubtron and 706166 paid Nason, Cody and Niles to promote and effect Locate and Tubtron share sales;

g. Locate, Tubtron and Drever repeatedly traded in securities while not registered to do so, contrary to section 45 of the NBSA;

h. Locate, Tubtron and Drever repeatedly traded in securities without having filed a prospectus, contrary to section 71 of the NBSA;

i. 706166 repeatedly engaged in acts in furtherance of trading in securities while not registered to do so;

j. Locate, Tubtron and Drever repeatedly violated New Brunswick court orders issued in February and March 2004 which prohibited them from trading;

k. Drever repeatedly made untrue and misleading statements to Staff of the NBSC regarding sales of shares in Locate and Tubtron, contrary to sections 179(2) and 58 of the NBSA; and

l. Their conduct was contrary to the public interest.

16. On October 29, 2008, Bradley and Niles entered into a settlement agreement with the NBSC (the "Bradley Settlement Agreement"). As part of the Bradley Settlement Agreement, Bradley and Niles admitted that:

a. They have never been registered with the NBSC or with the Administrator to trade in securities;

b. Niles acted as a promoter for Locate and traded or acted in furtherance of trades with New Brunswick residents by soliciting, effecting or facilitating trades in Locate and/or Tubtron shares from December 2000 to September 2006;

c. Niles repeatedly violated undertakings to the Administrator not to trade in securities of Locate and not to trade in any securities without proper registration between November 2001 and October 2003;

d. Niles was paid over $50,000 by Locate for his services in promoting the sale of Locate and Tubtron shares;

e. Bradley received at least $160,000 from investors further to sales of Locate and/or Tubtron shares to New Brunswick residents between May 2004 and January 2005;

f. None of the $160,000 received by Bradley from investors was advanced to Locate or Tubtron for share purchases, but rather was retained and spent by Bradley;

g. Bradley and/or Niles paid Cody and Nason to promote and effect Locate and Tubtron share sales;

h. They repeatedly traded in securities and engaged in acts in furtherance of trading while not registered to do so, contrary to section 45 of the NBSA;

i. They repeatedly violated New Brunswick court orders issued in February and March 2004 which prohibited them from trading; and

j. Their conduct was contrary to the public interest.

17. On January 19, 2009, an agreed statement of facts with respect to the conduct of Cody and Nason was filed with the NBSC (the "Agreed Statement of Facts"). As part of the Agreed Statement of Facts, Cody and Nason admitted that:

a. Cody solicited New Brunswick residents with respect to the sale of shares in Locate and Tubtron from May 2003 until mid-2006, raising approximately $210,000;

b. Cody was paid $31,800 by Locate, Tubtron, Niles and/or Bradley for his services in promoting the sale of Locate and Tubtron shares;

c. Nason solicited New Brunswick residents with respect to the sale of shares in Locate and Tubtron from September 2004 until mid-2006, raising approximately $545,000;

d. Nason was paid $88,350 by Locate, Tubtron, Niles and/or Bradley for his services in promoting the sale of Locate and Tubtron shares;

e. They traded in securities or engaged in acts in furtherance of trading while not registered to do so, contrary to section 45 of the NBSA;

f. They made prohibited representations to investors, including statements that the shares would be listed on an exchange and that the market value of the shares would increase in the future, contrary to section 58 of the NBSA;

g. They made misrepresentations to Staff of the NBSC about their involvement with the distribution of Locate and Tubtron shares, including denying any involvement and denying having received any money or consideration from Locate, Tubtron, Niles or Bradley, contrary to sections 58 and 179(2) of the NBSA;

h. They violated New Brunswick court orders issued in February and March of 2004 which prohibited trading in securities of Locate and Tubtron; and

i. Their conduct was contrary to the public interest.

New Brunswick Sanction Orders

18. Pursuant to the order of the NBSC, dated August 25, 2008, Locate:

a. shall offer a right of rescission and comply with any requests for rescission and refund;

b. is permanently barred from issuing securities to residents of New Brunswick, other than to effect the obligations regarding the right of rescission;

c. is permanently barred from the use of any exemption available under New Brunswick securities law, other than to effect the obligations regarding the right of rescission;

d. shall pay an administrative penalty of $60,000; and

e. shall jointly and severally with Drever, Tubtron and 706166 pay $25,000 in costs of the NBSC investigation.

19. Pursuant to the order of the NBSC, dated August 25, 2008, Tubtron:

a. shall offer a right of rescission and comply with any requests for rescission and refund;

b. is permanently barred from issuing securities to residents of New Brunswick, other than to effect the obligations regarding the right of rescission;

c. is permanently barred from the use of any exemption available under New Brunswick securities law, other than to effect the obligations regarding the right of rescission;

d. shall pay an administrative penalty of $40,000; and

e. shall jointly and severally with Drever, Locate and 706166 pay $25,000 in costs of the NBSC investigation.

20. Pursuant to the order of the NBSC, dated, August 25, 2008, 706166:

a. is permanently barred from issuing securities to residents of New Brunswick, other than to effect the obligations regarding the right of rescission;

b. is permanently barred from the use of any exemption available under New Brunswick securities law, other than to effect the obligations regarding the right of rescission;

c. shall jointly and severally with Drever, Tubtron and Locate pay $25,000 in costs of the NBSC investigation.

21. Pursuant to the order of the NBSC, dated August 25, 2008, Drever:

a. is permanently barred from issuing securities to residents of New Brunswick, other than to effect the obligations regarding the right of rescission;

b. is permanently barred from becoming, acting or continuing to act as a director or officer of any issuer or engaging in any securities related activity in New Brunswick, other than to effect the obligations regarding the right of rescission;

c. shall pay an administrative penalty of $100,000; and

d. shall jointly and severally with Locate, Tubtron and 706166 pay $25,000 in costs of the NBSC investigation.

22. Pursuant to the order of the NBSC, dated November 4, 2008, Niles:

a. is permanently barred from trading in any securities, other than those beneficially owned directly by Niles;

b. is permanently barred from becoming or acting as a director or officer of any issuer;

c. shall jointly and severally with Bradley pay an administrative penalty of $60,000;

d. shall jointly and severally with Bradley disgorge the sum of $160,000 to the Commission for repayment to investors; and,

e. shall jointly and severally with Bradley pay $5,000 in costs of the NBSC investigation.

23. Pursuant to the order of the NBSC, dated, November 4, 2008, Bradley:

a. is permanently barred from trading in any securities;

b. shall jointly and severally with Niles pay an administrative penalty of $60,000;

c. shall jointly and severally with Niles disgorge the sum of $160,000 to the Commission for repayment to investors; and,

d. shall jointly and severally with Niles pay $5,000 in costs of the NBSC investigation.

24. The NBSC held a hearing with respect to sanctions against Cody and Nason on the basis of the conduct admitted in the Agreed Statement of Facts (the "Sanctions Hearing").

25. Following the Sanctions Hearing, on April 3, 2009, the NBSC ordered that Cody:

a. is permanently barred from trading in any securities, other than those beneficially owned directly by Cody;

b. is permanently barred from becoming or acting as a director or officer of any issuer;

c. shall pay an administrative penalty of $50,000; and,

d. shall jointly and severally with Nason pay $2,000 in costs of the NBSC hearing.

26. Following the Sanctions Hearing, on April 3, 2009, the NBSC ordered that Nason:

a. is permanently barred from trading in any securities, other than those beneficially owned directly by Nason;

b. is permanently barred from becoming or acting as a director or officer of any issuer;

c. shall pay an administrative penalty of $100,000; and,

d. shall jointly and severally with Cody pay $2,000 in costs of the NBSC hearing.

Alberta Sanctions Order

27. On November 5, 2008, the ASC issued a reciprocal order providing for sanctions against the Respondents Locate, Tubtron, 706166 and Drever.

28. Pursuant to the order of the ASC, dated November 5, 2008, Locate, Tubtron and 706166, except as necessary for them to effect the New Brunswick rescission obligtion:

a. must permanently cease trading that would involve their issuing securities; and

b. are permanently barred from the use of any exemptions contained in Alberta securities law.

29. Further, pursuant to the order of the ASC, dated November 5, 2008, Drever must permanently cease trading in any securities, except as necessary for him to effect the New Brunswick rescission obligation.

British Columbia Sanctions Orders

30. On January 22, 2009, the BCSC issued reciprocal orders providing for sanctions against the Respondents Drever and Niles.

31. Pursuant to the order of the BCSC, dated January 22, 2009, Drever:

a. must cease trading in, and is prohibited from purchasing securities and exchange contracts permanently;

b. must resign any position he holds as, and is permanently prohibited from becoming or acting as, a director or officer of any issuer, registrant or investment fund manager;

c. is permanently prohibited from becoming or acting as a registrant, investment fund manager or promoter;

d. is permanently prohibited from acting in a management or consultative capacity in connection with activities in the securities market; and

e. is permanently prohibited from engaging in investor relations activities.

32. Pursuant to a separate order of the BCSC, dated January 22, 2009, Niles:

a. must cease trading in, and is prohibited from purchasing securities and exchange contracts permanently, except that Niles may trade and purchase securities through accounts in his name at a registered dealer;

b. must resign any position he holds as, and is permanently prohibited from becoming or acting as, a director or officer of any issuer, registrant or investment fund manager;

c. is permanently prohibited from becoming or acting as a registrant, investment fund manager or promoter;

d. is permanently prohibited from acting in a management or consultative capacity in connection with activities in the securities market; and

e. is permanently prohibited from engaging in investor relations activities.

33. On January 25, 2010, the BCSC issued a reciprocal order providing for sanctions against the Respondents Cody and Nason.

34. Pursuant to the order of the BCSC, dated January 25, 2010, Cody and Nason:

a. must cease trading in, and are prohibited from purchasing securities and exchange contracts permanently, except that Cody and Nason may trade and purchase securities through accounts in their own names at a registered dealer; and

b. must resign any position they hold as, and are permanently prohibited from becoming or acting as, a director or officer of any issuer.

IV. CONDUCT CONTRARY TO THE PUBLIC INTEREST

35. Locate, Tubtron, 706166, Drever, Bradley, Niles, Cody and Nason (collectively, the "Respondents") are the subjects of Orders made by securities regulatory authorities, namely the NBSC, ASC and BCSC, imposing sanctions, conditions, restrictions or requirements on them.

36. Locate, Tubtron, 706166 and Drever have admitted that they acted contrary to New Brunswick securities law and that their conduct was contrary to the public interest in New Brunswick. Locate, Tubtron, 706166 and Drever have agreed to be subject to the sanctions set out at paragraphs 18 to 21 above, which were imposed by order of the NBSC dated August 25, 2008.

37. Bradley and Niles have admitted that they acted contrary to New Brunswick securities law and that their conduct was contrary to the public interest in New Brunswick. Bradley and Niles have agreed to be subject to the sanctions set out at paragraphs 22 to 23 above, which were imposed by order of the NBSC dated November 4, 2008.

38. Cody and Nason have admitted that they acted contrary to New Brunswick securities law and that their conduct was contrary to the public interest in New Brunswick. They are subject to sanctions imposed by order of the NBSC, dated April 3, 2009, as set out at paragraphs 25 and 26 above.

39. Locate, Tubtron, 706166 and Drever are the subjects of an order of the ASC, dated April 18, 2008, imposing sanctions, conditions, restrictions or requirements on them, as set out in paragraphs 28 and 29 above.

40. Drever, Niles, Cody and Nason are the subjects of orders of the BCSC, dated January 22, 2009 and January 25, 2010, imposing sanctions, conditions, restrictions or requirements on them, as set out in paragraphs 31, 32 and 34 above.

41. Pursuant to sections 127(10)4 and 127(10)5 of the Securities Act (the "Act"), the extra-provincial conduct of the Respondents may form the basis of an order in the public interest in Ontario under section 127(1).

42. Staff allege that it is in the public interest to make orders against the Respondents.

43. Staff reserve the right to amend these allegations and to make such further and other allegations as they deem fit and the Commission may permit.

DATED at Toronto this 16th day of August, 2010.

Questrade Inc. -- s. 21.7

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

QUESTRADE INC.

AND

IN THE MATTER OF

A DECISION OF THE INVESTMENT INDUSTRY

REGULATORY ORGANIZATION OF CANADA

NOTICE OF HEARING

Section 21.7

TAKE NOTICE THAT the Ontario Securities Commission will hold a hearing pursuant to section 21.7 of the Securities Act, R.S.O. 1990, c S.5, as amended, to consider the Application made by Questrade Inc. for a review of a decision of the Investment Industry Regulatory Organization of Canada made November 6, 2009;

AND TAKE FURTHER NOTICE THAT the hearing will be held on December 15 and 16, 2010 at 10:00 a.m. at the Commission's offices at 20 Queen Street West, 17th Floor, Toronto, Ontario.

Dated at Toronto this 23rd day of August, 2010

Scott Edward Purkis -- ss. 127(1), 127.1

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

SCOTT EDWARD PURKIS

NOTICE OF HEARING

(Subsections 127(1) and 127.1)

TAKE NOTICE that the Ontario Securities Commission (the "Commission") will hold a hearing pursuant to section 127(1) and 127.1 of the Securities Act, R.S.O., 1990 c. S.5, as amended (the "Act") at its offices at 20 Queen Street West, 17th Floor, Toronto, Ontario, commencing on September 8, 2010 at 9:30 a.m. or as soon thereafter as the hearing can be held:

TO CONSIDER whether, in the Commission's opinion, it is in the public interest for the Commission to make the following orders:

(a) that trading in any securities by the Respondent cease permanently or for such period as is specified by the Commission, pursuant to paragraph 2 of section 127(1) of the Act;

(b) that acquisition of any securities by the Respondent is prohibited, permanently or for such other period as is specified by the Commission, pursuant to paragraph 2.1 of section 127(1) of the Act;

(c) that any exemptions contained in Ontario securities law do not apply to the Respondent permanently or for such period as is specified by the Commission, pursuant to paragraph 3 of section 127(1) of the Act;

(d) that the Respondent be reprimanded, pursuant to paragraph 6 of section 127(1) of the Act;

(e) that the Respondent resign one or more positions that they hold as a director or officer of any issuer, registrant or investment fund manager, pursuant to paragraphs 7, 8.1 and 8.3 of section 127(1) of the Act;

(f) the Respondent be prohibited from becoming or acting as a director or officer of any issuer, registrant or investment fund manager, pursuant to paragraphs 8, 8.2 and 8.4 of section 127(1) of the Act;

(g) the Respondent be prohibited from becoming or acting as a registrant, as an investment fund manager or as a promoter, pursuant to paragraph 8.5 of section 127(1) of the Act;

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

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

(j) the Respondent be ordered to pay the costs of the Commission investigation and the hearing, pursuant to section 127.1 of the Act; and,

(k) such other order as the Commission may deem appropriate.

BY REASON OF the allegations set out in the Statement of Allegations of Staff of the Commission dated August 24, 2010 and such further allegations as counsel may advise and the Commission may permit;

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

AND TAKE FURTHER NOTICE that upon the failure of any party to attend at the time and place stated above, the hearing may proceed in the party's absence and that party is not entitled to any further notice in the proceeding.

DATED at Toronto this 24th day of August, 2010.

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

SCOTT EDWARD PURKIS

STATEMENT OF ALLEGATIONS

OF STAFF OF THE ONTARIO SECURITIES COMMISSION

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

I. OVERVIEW

1. This proceeding relates to on-line posting activity by Scott Edward Purkis (the "Respondent") during his employment with Agoracom Investor Relations Corp. ("Agoracom"), an on-line investment relations firm, in a manner that was contrary to the public interest. Staff allege that this conduct spanned the period between the autumn of 2006 until March 2009 (the "Material Posting Time").

2. This proceeding also relates to insider trading and/or tipping conduct by the Respondent with respect to press releases involving clients of Agoracom, in breach of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act") and in a manner that was contrary to the public interest. Staff allege that this conduct spanned the period between February 2007 and July 2008 (the "Material Time").

II. THE RESPONDENT

3. From the autumn of 2006 to January 2010, the Respondent was a business development representative of Agoracom.

4. The Respondent executed agreements with clients on behalf of Agoracom, without knowledge or understanding about the applicable laws, rules, regulations, notices and policies of the stock exchange that would apply to issuers.

5. The Respondent has never been registered in any capacity with the Commission.

III. ALIAS POSTING

6. The business of Agoracom includes moderating client discussion forums, posting information and news to the client forums, and sometimes assisting in the editing and disseminating of press releases. In order to post messages on the discussion forums anonymously, users are required to create a username and provide an e-mail address.

7. Agoracom account representatives were required to make postings using aliases. The Respondent also had several aliases created for him by an Agoracom account representative, upon his request. During the Material Posting Time, with the knowledge of the Respondent's superiors, he used these aliases to participate in discussion forums as an investor or potential investor and posted comments on the client forums, without identifying himself as an Agoracom representative.

IV. PROMOTIONAL POSTING WHILE HOLDING SHARES

8. Throughout the Material Posting Time, the Respondent sometimes posted comments using aliases, encouraging purchasing and/or holding of stock. In some instances, he held shares of that same issuer.

9. Agoracom's compensation for its services frequently included stock options granted to it by its clients. The Respondent was entitled to receive a percentage of any profit realized by Agoracom by exercising options of those clients who the Respondent had helped Agoracom acquire.

V. INSIDER TRADING AND TIPPING IN REPORTING ISSUERS AND ISSUERS

10. During the Material Time, the Respondent engaged in insider trading and/or tipping conduct with respect to press releases involving clients of Agoracom whose securities were publicly listed in Canada. The clients of Agoracom were reporting issuers within the definition of the Act ("Reporting Issuers") or issuers whose securities were publicly listed elsewhere in Canada ("Issuers").

11. The Respondent, an active trader in small cap issuers, engaged in at least eight (8) trading events whereby he had knowledge of material facts with respect to Agoracom's clients, which facts had not been generally disclosed. In total, the illegal trading yielded profits of approximately $9,431.00.

12. The Respondent also engaged in at least eight (8) tipping events whereby he informed one or more persons outside of Agoracom of material facts with respect to Agoracom's clients, which facts had not been generally disclosed.

VI. CONDUCT CONTRARY TO ONTARIO SECURITIES LAW AND THE PUBLIC INTEREST

13. By posting on Agoracom's client forums using aliases and not identifying himself as an Agoracom employee, the Respondent engaged in conduct contrary to the public interest.

14. By making postings on Agoracom's client forums using aliases encouraging the purchasing and/or holding of securities, while holding shares of that same issuer, the Respondent engaged in conduct contrary to the public interest.

15. By trading securities of Reporting Issuers with knowledge of material facts with respect to the Reporting issuers that had not generally been disclosed, the Respondent has breached Ontario securities law by contravening subsection 76(1) of the Act.

16. By trading securities of Issuers with knowledge of material facts with respect to the Issuers that had not generally been disclosed, the Respondent engaged in conduct contrary to the public interest.

17. By informing other persons of materials facts with respect to Reporting Issuers before the material facts with respect to the Reporting Issuers had been generally disclosed, the Respondent has breached Ontario securities law by contravening subsection 76(2) of the Act.

18. By informing other persons of materials facts with respect to Issuers before the material facts with respect to the Issuers had been generally disclosed, the Respondent engaged in conduct contrary to the public interest.

Dated at Toronto this 24th day of August, 2010.

Scott Edward Purkis -- ss. 127(1), 127.1

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

SCOTT EDWARD PURKIS

NOTICE OF HEARING

(Subsections 127(1) and 127.1)

TAKE NOTICE that the Ontario Securities Commission (the "Commission") will hold a hearing pursuant to section 127(1) and 127.1 of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act") at its offices at 20 Queen Street West, 17th Floor, Toronto, Ontario, on September 8, 2010 at 9:30 a.m. or as soon thereafter as the hearing can be held;

AND TAKE NOTICE that the purpose of the hearing is for the Commission to consider whether it is in the public interest to approve the settlement agreement dated August 24, 2010 between Staff of the Commission and the Respondent;

BY REASON OF the allegations set out in the Statement of Allegations dated August 24, 2010 and such additional allegations as counsel may advise and the Commission may permit;

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

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

DATED at Toronto this 24th day of August, 2010.

Albert Leslie James et al.

FOR IMMEDIATE RELEASE

August 19, 2010

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

ALBERT LESLIE JAMES, EZRA DOUSE

AND DOMINION INVESTMENTS CLUB INC.

TORONTO -- The Commission issued an Order in the above named matter which provides that (1) the Temporary Order, as varied, is extended to September 21, 2010; and (2) the hearing of this matter is adjourned to September 20, 2010 at 9:00 a.m. or such further or other dates as agreed to by the parties and fixed by the Office of the Secretary of the Commission.

A copy of the Order dated August 16, 2010 is available at www.osc.gov.on.ca.

For media inquiries:

For investor inquiries:

Locate Technologies Inc. et al.

FOR IMMEDIATE RELEASE

August 23, 2010

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

LOCATE TECHNOLOGIES INC.,

TUBTRON CONTROLS CORP.,

BRADLEY CORPORATE SERVICES LTD.,

706166 ALBERTA LTD., LORNE DREVER,

HARRY NILES, MICHAEL CODY AND

DONALD NASON

TORONTO -- The Office of the Secretary issued a Notice of Hearing on August 16, 2010 setting the matter down to be heard on September 13, 2010 at 2:30 p.m. or as soon thereafter as the hearing can be held in the above named matter.

A copy of the Notice of Hearing dated August 16, 2010 and Statement of Allegations of Staff of the Ontario Securities Commission dated August 16, 2010 are available at www.osc.gov.on.ca.

For media inquiries:

For investor inquiries:

Questrade Inc.

FOR IMMEDIATE RELEASE

August 24, 2010

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

QUESTRADE INC.

AND

IN THE MATTER OF

A DECISION OF THE INVESTMENT INDUSTRY

REGULATORY ORGANIZATION OF CANADA

TORONTO -- The Office of the Secretary issued a Notice of Hearing setting the matter down to be heard on December 15 and 16, 2010 at 10:00 a.m. or as soon thereafter as the hearing can be held in the above named matter.

A copy of the Notice of Hearing dated August 23, 2010 and the Application dated May 13, 2010 are available at www.osc.gov.on.ca.

For media inquiries:

For investor inquiries:

Scott Edward Purkis

FOR IMMEDIATE RELEASE

August 25, 2010

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

SCOTT EDWARD PURKIS

TORONTO -- The Office of the Secretary issued a Notice of Hearing setting the matter down to be heard on September 8, 2010 at 9:30 a.m. or as soon thereafter as the hearing can be held.

A copy of the Notice of Hearing dated August 24, 2010 and Statement of Allegations of Staff of the Ontario Securities Commission dated August 24, 2010 are available at www.osc.gov.on.ca.

For media inquiries:

For investor inquiries:

Scott Edward Purkis

FOR IMMEDIATE RELEASE

August 25, 2010

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

SCOTT EDWARD PURKIS

TORONTO -- The Office of the Secretary issued a Notice of Hearing for a hearing to consider whether it is in the public interest to approve a settlement agreement entered into by Staff of the Ontario Securities Commission and Scott Edward Purkis. The hearing will be held on September 8, 2010 at 9:30 a.m. in Hearing Room B on the 17th floor of the Commission's offices located at 20 Queen Street West, Toronto.

A copy of the Notice of Hearing dated August 24, 2010 is available at www.osc.gov.on.ca.

For media inquiries:

For investor inquiries:

Lehman Cohort Global Group Inc. et al.

FOR IMMEDIATE RELEASE

August 25, 2010

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

LEHMAN COHORT GLOBAL GROUP INC.,

ANTON SCHNEDL, RICHARD UNZER,

ALEXANDER GRUNDMANN AND

HENRY HEHLSINGER

TORONTO -- Following the release of the Panel's Reasons and Decision dated July 28, 2010 on the hearing on the merits, a sanctions hearing is scheduled to commence on Thursday, November 4, 2010 at 11:00 a.m. in Hearing Room A, 20 Queen Street West, Toronto, in the above named matter.

For media inquiries:

For investor inquiries:

Paladin Capital Markets Inc. et al.

FOR IMMEDIATE RELEASE

August 25, 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 -- Following a hearing held on August 5, 2010, the Commission issued an Order approving the Settlement Agreement reached between Staff of the Commission and Paladin Capital Markets Inc.

A copy of the Order dated August 5, 2010 with the settlement agreement attached as Schedule A is available at www.osc.gov.on.ca.

For media inquiries:

For investor inquiries:

Paladin Capital Markets Inc. et al.

FOR IMMEDIATE RELEASE

August 25, 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 -- Following a hearing held on August 5, 2010, the Commission issued an Order approving the Settlement Agreement reached between Staff of the Commission and Paladin Capital Markets Inc.

A copy of the Order dated August 5, 2010 with the Settlement Agreement attached as Schedule A is available at www.osc.gov.on.ca.

For media inquiries:

For investor inquiries:

Chapter 2 -- Decisions, Orders and Rulings

Monterey Exploration Ltd.

Headnote

Multilateral Instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- exemption granted from the requirement to include financial statements and management's discussion and analysis in an information circular for an exchangeable share entity participating in an arrangement -- Requested relief granted.

Applicable Legislative Provisions

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

Form 51-102F5 Information Circular, Item 14.2.

Citation: Monterey Exploration Ltd., Re, 2010 ABASC 392

August 18, 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

MONTEREY EXPLORATION LTD.

(the Filer or Monterey)

DECISION

Background

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 under Section 14.2 of Form 51-102F5 Information Circular (the Circular Form) of the Legislation to include the PGF Corp. Financial Statements (as defined below) and PGF Corp. MD&A (as defined below), in the information circular (the Circular) to be mailed to holders (Monterey Shareholders) of common shares (Monterey Common Shares) and options (Monterey Options) of Monterey Exploration Ltd. (Monterey) in connection with a special meeting to approve a plan of arrangement (the Arrangement) under the Business Corporations Act (Alberta) among Monterey, Pengrowth Energy Trust (Pengrowth) and PGF Corp. (the Exemption Sought).

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

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

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

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

Interpretation

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

Representations

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

Monterey, Pengrowth and PGF Corp.

Monterey

1. Monterey is a corporation continued pursuant to the laws of Alberta. The principal office of Monterey is located in Calgary, Alberta.

2. Monterey is a reporting issuer or the equivalent under the securities legislation of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec, New Brunswick and Nova Scotia (the Monterey Jurisdictions). Monterey is not in default of securities legislation in any of the Monterey Jurisdictions.

3. The common shares of Monterey are listed on the Toronto Stock Exchange (TSX) under the symbol "MXL".

Pengrowth

4. Pengrowth is an open-ended investment trust established under the laws of Alberta pursuant to a trust indenture between Computershare Trust Company of Canada, as trustee, and PGF Corp., as amended and restated as of July 1, 2009. The principal office of Pengrowth is located in Calgary, Alberta.

5. Pengrowth is a reporting issuer or the equivalent under the securities legislation of each of the provinces of Canada. Pengrowth is not in default of securities legislation in any jurisdiction of Canada.

6. The Pengrowth Units are listed on the TSX under the symbol "PGF.UN" and on the New York Stock Exchange under the symbol "PGH".

7. Pengrowth has filed a "current AIF" (Pengrowth AIF) and has "current annual financial statements" (as such terms are defined in National Instrument 44-101 Short Form Prospectus Distributions (NI 44-101)) for the financial year ended December 31, 2009.

8. The financial statements of Pengrowth are reported on a consolidated basis, which includes the financial results for PGF Corp. PGF Corp. does not report its financial results independently from the consolidated financial statements of Pengrowth. The operating income of PGF Corp. represents approximately 95% of the operating income of Pengrowth as at December, 31, 2009.

PGF Corp.

9. PGF Corp. is a corporation amalgamated under the laws of Alberta. The principal office of PGF Corp. is located in Calgary, Alberta.

10. Pengrowth holds all of the issued and outstanding voting common shares of PGF Corp.

11. PGF Corp. is not a reporting issuer in any province of Canada.

12. The common shares of PGF Corp. are not listed or posted for trading on any exchange or quotation and trade reporting system.

13. PGF Corp. is authorized to issue exchangeable shares of PGF Corp. (Exchangeable Shares) none of which have been issued to date. Each Exchangeable Share is ultimately exchangeable on a one to one basis at the holder's election for equity securities of Pengrowth upon the expected conversion of Pengrowth into a corporation. The Exchangeable Shares are not listed or posted for trading on any exchange or quotation and trade reporting system.

Arrangement

14. Pursuant to the Arrangement, Pengrowth will acquire all of the existing and outstanding common shares of Monterey. Former Monterey Shareholders, including Monterey Shareholders that acquired their Monterey Common Shares upon the exercise or deemed exercise of options of Monterey will receive, at their election, (i) 0.8298 of a trust unit of Pengrowth (Pengrowth Unit); (ii) 0.8298 of an Exchangeable Share; or (iii) some combination of Pengrowth Units and Exchangeable Shares.

15. Pursuant to Monterey's constating documents and applicable securities laws, Monterey Shareholders will be required to approve the Arrangement at a meeting of Monterey Shareholders (the Monterey Meeting). The Arrangement must be approved by not less than two-thirds of the votes cast by Monterey Shareholders at the Monterey Meeting. The Monterey Meeting is anticipated to take place on September 15, 2010 and the Circular is expected to be mailed in mid-August, 2010.

16. The Arrangement will be a "restructuring transaction" under National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) in respect of Monterey and, will therefore, require compliance with Section 14.2 of the Circular Form and National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency (NI 52-107)), which requires that PGF Corp. Financial Statements (as defined below) and PGF Corp. MD&A (as defined below) be included in the Circular in connection with the Arrangement.

Disclosure in the Circular

17. Pursuant to Section 14.2 of the Circular Form, if shareholder approval is required of a "restructuring transaction under which securities are to be changed, exchanged, issued or distributed", then disclosure is required for each entity, other than Monterey, whose securities are being changed, exchanged, issued or distributed if Monterey's shareholders will have an interest in that entity after the restructuring transaction is completed. Therefore, disclosure is required in the Circular for PGF Corp. and Pengrowth.

18. Section 14.2 of the Circular Form requires, among other items, that the Circular contain the disclosure (including financial statements and management discussion and analysis (MD&A)) prescribed under securities legislation and described in the form of prospectus that PGF Corp. would be eligible to use immediately prior to the sending and filing of the Circular for a distribution of its securities. Therefore, the Circular must contain the disclosure in respect of PGF Corp. prescribed by Form 41-101F1 Information Required in a Prospectus (the Prospectus Form) and National Instrument 41-101 General Prospectus Requirements (NI 41-101).

19. Items 8.2(1)(a) and (b) and 8.2(2) of the Prospectus Form require the Filer to include MD&A corresponding to each of the financial years ended December 31, 2009 and December 31, 2008 and the interim period ended June 30, 2010 of PGF Corp. (the PGF Corp. MD&A) in the Circular.

20. Subsection 32.2(1) of the Prospectus Form requires Monterey to include certain annual financial statements of PGF Corp. in the Circular, including: (i) an income statement, a statement of retained earnings, and a cash flow statement of PGF Corp. for each of the financial years ended December 31, 2009, December 31, 2008 and December 31, 2007; and (ii) a balance sheet of PGF Corp. as at December 31, 2009 and December 31, 2008 (the PGF Corp. Annual Financial Statements) and Subsection 32.3(1) of the Prospectus Form requires PGF Corp. to include certain comparative interim financial statements of PGF Corp. in the Circular including (i) an income statement, a statement of retained earnings, and a cash flow statement of PGF Corp. for the six month period ended June 30, 2010 and comparative financial information for the six month period ended June 30, 2009; (ii) a balance sheet of PGF Corp. as at June 30, 2010 and as at June 30, 2009 (together with the PGF Corp. Annual Financial Statements, the PGF Corp. Financial Statements).

21. Subsection 4.2(1) of NI 41-101 requires that the PGF Corp. Annual Financial Statements required to be included in the Circular must be audited in accordance with NI 52-107.

Exemption Sought

22. The Circular will contain detailed disclosure regarding the terms and conditions of the Exchangeable Shares to be issued to Monterey Shareholders.

23. The financial statements of Pengrowth are reported on a consolidated basis, which includes the financial results for PGF Corp. PGF Corp. does not report its financial results independently from the consolidated financial statements of Pengrowth. Further, management of PGF Corp., after consulting with Pengrowth's auditors, believes that the Financial Statements, if prepared, would be misleading, since there are transactions between PGF Corp. and Pengrowth that are eliminated when consolidation is performed at the Pengrowth level. To present the Financial Statements, which would exclude accounts of Pengrowth, would present the effects of only one side of the financing activities between PGF Corp. and Pengrowth. This would result in significant intra-group balances and intra-group interest expense being reflected on the Financial Statements. Additionally, an agreement exists between Pengrowth and PGF Corp. whereby PGF Corp. pays a regular payment to Pengrowth related to royalty and interest income from operations. To present the Financial Statements excluding the accounts of Pengrowth, would present only one side of the intra-group royalty and interest income. As a result, the presentation of these intra-group transactions would present a confusing (and potentially misleading) picture of financial performance.

24. The Pengrowth AIF and the Pengrowth current annual financial statements will be incorporated by reference in the Circular. The Pengrowth AIF includes disclosure, to the extent it is required by NI 51-102, regarding the business, assets, operations and share capital of PGF Corp.

25. The Circular will contain prospectus level disclosure in accordance with NI 44-101 regarding Monterey, Pengrowth and PGF Corp. (other than the PGF Corp. Financial Statements and PGF Corp. MD&A) including detailed disclosure regarding the terms and conditions of the Exchangeable Shares and will contain sufficient information to enable a reasonable securityholder to form a reasoned judgement concerning the nature and effect of the Arrangement.

26. As Exchangeable Shares are ultimately exchangeable for equity securities of Pengrowth upon the expected conversion of Pengrowth into a corporation, it is the financial statements and MD&A of Pengrowth and not the PGF Corp. Financial Statements and PGF Corp. MD&A that are relevant to the Filer Shareholders who may elect to receive Exchangeable Shares.

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.

General Motors Company

Headnote

Multilateral Instrument 11-102 Passport System -- National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- National Instrument 71-101 The Multijurisdictional Disclosure System (MJDS) -- Relief from the requirement has filed with the Securities Exchange Commission (SEC) all 1934 Act filings for a period of 12 calendar months immediately before the filing of the preliminary MJDS prospectus -- Relief from the requirement that the equity shares of the Filer have a public float of not less than U.S. $75,000,000, determined as of a date within 60 days before the filing of the preliminary MJDS prospectus in the principal jurisdiction -- Filer is not eligible to utilize MJDS -- Predecessor of the Filer filed for relief under Chapter 11 of the United States Bankruptcy Code and filed a petition with the Bankruptcy Court for the approval of the consummation of a transaction to sell its continuing operational assets to the Filer pursuant to Section 363 of the Bankruptcy Code -- Predecessor of the Filer obtained a no-action letter from the SEC regarding, among other things, the continuous filing obligations of the Filer and the Filer commenced reporting as a voluntary filer under the Exchange Act -- The continuous disclosure filed with the SEC is equivalent to the disclosure required by Canadian securities legislation and would satisfy Canadian prospectus requirements -- The predecessor of the Filer had a public float for its common stock in excess of U.S.$75,000,000 and it is reasonably likely that the public float of the Filer after the offering will be in excess of U.S.$75,000,000 -- Granting the requested relief would not be prejudicial to the public interest.

Applicable Legislative Provisions

National Instrument 71-101 The Multijurisdictional Disclosure System, s. 21.1.

August 11, 2010

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

THE PROVINCE OF ONTARIO

(the "Jurisdiction")

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

GENERAL MOTORS COMPANY

(the "Filer")

DECISION

Background

The securities regulatory authority or regulator in the Jurisdiction (the "Decision Maker") has received an application from the Filer for a decision under the securities legislation of the Jurisdiction of the principal regulator (the "Legislation"):

(a) that the following requirements contained in the Legislation do not apply to the Filer in connection with the Canadian Public Offering (as defined below):

(i) the requirement under Section 3.1(a)(iii) of National Instrument 71-101 -- The Multijurisdictional Disclosure System ("NI 71-101") that the Filer has filed with the SEC all 1934 Act filings for a period of 12 calendar months immediately before the filing of the preliminary MJDS prospectus in the principal jurisdiction;

(ii) the requirement under Section 3.1(c)(ii) of NI 71-101 that the equity shares of the Filer have a public float of not less than U.S. $75,000,000, determined as of a date within 60 days before the filing of the preliminary MJDS prospectus in the principal jurisdiction; and

(iii) the requirement under Section 4.6 of NI 71-101 that a preliminary MJDS prospectus and a MJDS prospectus used to distribute securities eligible under paragraph 3.1(c) shall include a reconciliation of the financial statements required to be included or incorporated by reference in the preliminary MJDS prospectus and MJDS prospectus to Canadian GAAP in the notes to the financial statements or as a supplement included or incorporated by reference in the preliminary MJDS prospectus and MJDS prospectus,

(collectively, the "Requested Relief"); and

(b) that the application for this decision and this decision (collectively, the "Confidential Materials") be kept confidential and not be made public until the occurrence of the earliest of the following:

(i) the date on which the Filer files a preliminary prospectus in Canada in connection with the Canadian Public Offering (as defined below);

(ii) the date on which the Filer advises the principal regulator that there is no longer any need to hold the confidential materials in confidence; and

(iii) 30 days after the date of this decision,

(the "Request For Confidentiality").

Under the Process for Exemptive Relief 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 is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, Québec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Yukon, Northwest Territories and Nunavut.

Interpretation

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

Representations

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

1. The Filer is a corporation incorporated under the laws of the State of Delaware and has its head office at 300 Renaissance Center, Detroit, Michigan, 48265-3000, USA.

2. The Filer is not currently a reporting issuer in any Canadian jurisdiction.

3. On June 1, 2009, General Motors Corporation (now known as Motors Liquidation Company), a corporation incorporated in the State of Delaware ("Old GM"), and certain of its subsidiaries (together with Old GM, the "Debtors"), filed for relief under Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court"). On the same date, the Debtors filed a petition with the Bankruptcy Court for the approval of the consummation of a transaction to sell the continuing operational assets of Old GM to the Filer pursuant to Section 363 of the Bankruptcy Code (the "363 Sale"). The 363 Sale was approved by the Bankruptcy Court on July 5, 2009 and completed on July 10, 2009.

4. Securities of Old GM were registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), before the 363 Sale and continue to be registered under the Exchange Act and, as such, Old GM has been and continues to be subject to the reporting obligations of the Exchange Act.

5. Prior to the 363 Sale, Old GM was current and had been current for more than 12 calendar months in all of its reporting obligations under Section 15(d) of the Exchange Act.

6. On July 9, 2009, Old GM obtained a no-action letter from the Securities Exchange Commission (the "SEC") regarding, among other things, the continuous filing obligations of the Filer (the "Relief Order").

7. Following the completion of the 363 Sale, as required by the Relief Order, the Filer commenced reporting as a voluntary filer under the Exchange Act. The financial reporting of the Filer includes financial information relating to Old GM, its predecessor company, solely for accounting and financial reporting purposes. The Relief Order required the Filer to file, among other things, and the Filer did file, the following:

(a) under the cover of Form 8-K:

(i) textual, non-financial information about the Filer that would be required to be included in a Form 10 filed with the SEC;

(ii) within the time frames for filing a current report on Form 8-K as set out in the Exchange Act, all Form 8-Ks that would be required in accordance with Section 13(a) of the Exchange Act; and

(iii) monthly information about car and truck deliveries (on a monthly basis);

(b) a Form 10-Q for the period ending September 30, 2009, which the Filer filed on April 7, 2010;

(c) a Form 10-K for the year ended December 31, 2009, which the Filer filed on April 7, 2010 and which was subsequently reviewed by the SEC; and

(d) a Form 10 to register its common stock under Section 12(g) of the Exchange Act, which the Filer filed on April 7, 2010, and that was declared effective by the SEC on June 7, 2010, whereupon the Filer became subject to the reporting obligations under Section 15(d) of the Exchange Act.

8. The disclosure in the documents filed pursuant to the Relief Order is equivalent in all material respects to the disclosure required by Canadian securities legislation and would, in all material respects, satisfy Canadian prospectus requirements set out in National Instrument 44-101 -- Short-Form Prospectus Distributions ("NI 44-101").

9. There is no material disclosure missing from the documents filed pursuant to the Relief Order that would be required to be filed under the mandatory incorporation by reference requirements set out in NI 44-101.

10. The Filer is in the process of preparing a Registration Statement on Form S-1 (the "S-1") for the registration under the Securities Act of 1933, as amended, of common stock and Series B preferred stock (the "Preferred Stock") of the Filer. The Preferred Stock, for the period after issuance and prior to the third anniversary of such issuance, may be converted into common stock of the Filer at the option of the holder of such Preferred Stock and, on the third anniversary of such issuance, if not previously converted, will be converted into common stock. Concurrent with the initial public offering, certain shareholders of the Filer, which may include the United States Department of the Treasury and the Canada GEN Investment Corporation (the "Selling Shareholders"), may sell a portion of the common stock currently held by each of them as a secondary offering.

11. In connection with the filing of the S-1 with the SEC, the Filer intends to file one or more preliminary prospectuses in Canada in English and French (the "Canadian Preliminary Prospectus") to qualify the common stock and Preferred Stock of the Filer for distribution in Canada (the "Canadian Public Offering"). The Filer anticipates filing the Canadian Preliminary Prospectus on August 13, 2010, which is the date on which the S-1 is expected to be filed with the SEC.

12. Currently there is no public float for the common stock of the Filer as all of the common stock is privately held by the Selling Shareholders, Old GM and the UAW Retiree Medical Benefits Trust. However, prior to its bankruptcy, Old GM had a public float for its common stock in excess of U.S.$75,000,000. Following the sale by the Selling Shareholders of a portion of their holdings and the distribution of the common stock into which the Preferred Stock is convertible, the Filer expects to have a public float in excess of U.S.$75,000,000.

13. The Filer currently files its financial statements with the SEC in accordance with U.S. GAAP. As the Filer is an "SEC issuer", as such term is defined in National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency, when the Filer becomes a reporting issuer in Canada, it intends to rely on Section 4.1 of such instrument to continue to prepare and file its financial statements for its continuous disclosure obligations in accordance with U.S. GAAP.

14. The Canadian Preliminary Prospectus, any amendments or supplements thereto and any final prospectus(es) to be filed in Canada in English and French will contain a statement advising readers that the financial statements have been prepared in accordance with U.S. GAAP on the basis that the Filer is an "SEC issuer".

Decision

Each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the Decision has been met.

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

(a) the Filer complies with all of the filing requirements and procedures set out in NI 71-101, except as varied by the Decision; and

(b) the Filer is an "SEC issuer" at the time of filing the Canadian Preliminary Prospectus.

The further decision of the Decision Makers under the Legislation is that the Request for Confidentiality is granted until the earliest of the following:

(a) the date on which the Filer files a preliminary prospectus in Canada in connection with the Canadian Public Offering;

(b) the date on which the Filer advises the principal regulator that there is no longer any need to hold the confidential materials in confidence; and

(c) 30 days after the date of this decision.

Jayden Resources Inc. (formerly called Pinnacle Mines Ltd.)

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 Acceptable Accounting Principles, Auditing Standards and Reporting Currency, s. 9.1

August 13, 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

JAYDEN RESOURCES INC.

(FORMERLY CALLED PINNACLE MINES LTD.)

(the Filer)

DECISION

Background

1 The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Makers) 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 for financial periods beginning on or after January 1, 2010 (the Exemption Sought), for so long as the Filer prepares the financial statements in accordance with International Financial Reporting Standards 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 all other provinces and territories of Canada excluding Ontario (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 is a corporation amalgamated under the Business Corporations Act (British Columbia); the head office of the Filer is at #1980 -- 1075 West Georgia Street, Vancouver, B.C. V6E 3C9;

2. the Filer is a reporting issuer in the Jurisdictions and the Passport Jurisdictions; the Filer is not in default of its reporting issuer obligations under the Legislation or the securities legislation of the Passport Jurisdictions;

3. the Filer changed its name from Pinnacle Mines Ltd. to Jayden Resources Inc. on June 29, 2010;

4. the Filer's common shares are listed on the TSX Venture Exchange under the symbol JDN;

5. the Filer is a mineral exploration company with interests in mineral claims in British Columbia;

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

7. the Filer is a Canadian reporting issuer and is required to prepare its financial statements in accordance with Canadian GAAP;

8. for the purposes of IFRS-IASB the Filer has selected a transition date of January 1, 2007;

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

10. 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;

11. 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;

12. 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;

13. the Filer believes the adoption of IFRS-IASB will provide users of its financial statements with significantly more disclosure, which will enhance their understanding of the Filer's results from operations and its financial position; and will eliminate complexity and costs from the Filer's financial statement preparation process;

14. 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;

15. the Filer has substantially completed the process of transitioning to IFRS-IASB; it has established a formal project plan, allocated internal resources and engaged expert consultants to manage the transition;

16. the Filer has evaluated its overall readiness to transition to IFRS-IASB, including the readiness of its staff, Board of Directors and Audit Committee, and has concluded that it is adequately prepared for adoption of IFRS-IASB effective January 1, 2010;

17. the Filer has considered the implications of adopting IFRS-IASB 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;

18. the Filer has communicated its IFRS-IASB implementation plans to investors as contemplated by CSA Staff Notice 52-320 Disclosure of Expected Changes in Accounting Policies Relating to Changeover to International Financial Reporting Standards (Notice 52-320) by disclosing relevant information about its changeover to IFRS-IASB in its management's discussion and analysis for the year ended December 31, 2009 and the quarter ended March 31, 2010; and

19. within seven days after the issuance of this decision, the Filer will disseminate a news release providing relevant information about its changeover to IFRS-IASB as contemplated by Notice 52-320, including:

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

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

(c) the exemptions available under IFRS1 First-time Adoption of International Financial Reporting Standards that the Filer expects to apply in preparing financial statements in accordance with IFRS-IASB;

(d) major differences the Filer has identified between its current accounting policies and those required or expected to be applied under IFRS-IASB; and

(e) the impact of the changeover on the key line items presented in the Filer's financial statements for the year ended December 31, 2009 and the quarter ended March 31, 2010.

Decision

4 Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Makers 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 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 in the year in which the Filer adopts IFRS-IASB, the Filer will, before it files its first financial statements prepared in accordance with IFRS-IASB, restate and re-file those interim financial statements in accordance with IFRS-IASB, upon its adoption of 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;

(c) the Filer provides the communication set out in paragraph 19;

(d) the Filer's first IFRS-IASB financial statements for an interim period include

(i) 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, and

(ii) the disclosure specified in IFRS 1 for interim financial reports; and

(e) the first annual financial statements referred to in paragraph (a), and the interim financial statements for the first interim period in that first financial year, include the reconciliations and other information specified in paragraphs 6 and 23 through 28 of IFRS 1, including but not limited to:

(i) an opening IFRS statement of financial position as at the transition date of January 1, 2007;

(ii) a reconciliation of equity as previously reported in accordance with Canadian GAAP to equity in accordance with IFRS as at the transition date of January 1, 2007 and as at each year end since that date;

(iii) a reconciliation of total comprehensive income as previously reported in accordance with Canadian GAAP to total comprehensive income in accordance with IFRS for the year ended December 31, 2007 and each subsequent year;

(iv) sufficient information to enable users to understand the material adjustments to the statement of financial position and statement of comprehensive income for the year ended December 31, 2007 and each subsequent year; and

(v) material differences between the statements of cash flows as previously reported in accordance with Canadian GAAP and restated IFRS amounts for the year ended December 31, 2007 and each subsequent year.

Investissements Immobiliers Prodige inc. -- s. 1(10)

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Issuer deemed to no longer be a reporting issuer under securities legislation.

Applicable Legislative Provisions

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

August 18, 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:

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

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

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

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

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

Brazauro Resources Corporation -- s. 1(10)

Headnote

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

Ontario Statutes

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

August 23, 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:

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

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

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

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

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

VentureLink LP et al.

Headnote

NP 11-203 -- Coordinated Review -- Lapse date of mutual fund prospectus extended until amalgamation of funds -- Extension of lapse date will not affect the currency or accuracy of the information contained in the prospectus -- Securities Act (Ontario).

Applicable Legislative Provisions

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

August 20, 2010

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO

AND

IN THE MATTER OF

VENTURELINK LP

(the "Filer")

AND

VENTURELINK FINANCIAL SERVICES

INNOVATION FUND INC., VENTURELINK

BRIGHTER FUTURE FUND INC., AND

VENTURELINK DIVERSIFIED INCOME FUND INC.

(the "Offering Funds")

DECISION

Background

The Shareholders of each of the Offering Funds and VentureLink Balanced Fund Inc. (the "Balanced Fund", and collectively with the Offering Funds, the "Funds") have approved, by special resolution on July 22, 2010, the amalgamation of the Funds (the "Amalgamation") to form one new fund (the "Innovation Fund"). The Filer will file a preliminary prospectus in respect of the Innovation Fund forthwith after it is created by Amalgamation on or about September 10, 2010.

The Ontario Securities Commission has received an application from the Filer on behalf of the Offering Funds for a decision under Section 147 of the Securities Act (Ontario) (the "Act") that the lapse date of the long form prospectus of each of the Offering Funds dated August 25, 2009 (the "Current Prospectuses") be extended to October 14, 2010, to permit the Offering Funds to continue to distribute Class A Shares in Ontario until a receipt is issued for the (final) prospectus of the Innovation Fund (the "Relief Sought").

Interpretation

Defined terms contained in National Instrument 14-101 -- Definitions have the same meanings 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 the manager of each of the Funds. The Filer and the Funds are not in default of any of the requirements of applicable securities legislation.

2. The Offering Funds are reporting issuers under the securities legislation of each of the provinces of Canada except Quebec. The Balanced Fund is a reporting issuer under the Act. Each of the Offering Funds filed a final prospectus dated August 25, 2009 (the "Current Prospectus(es)") for which it obtained a receipt an under which it has been distributing its securities in Ontario only since the date of the Current Prospectus.

3. The lapse date for each of the Current Prospectuses is August 25, 2010 (the "Lapse Date").

4. On June 10, 2010, the Filer announced an Amalgamation proposal, which proposal was, at a special meeting of the shareholders of each of the Funds held on July 22, 2010, approved by the shareholders of each of the Funds by way of a special resolution.

5. The Amalgamation will be effected in accordance with applicable requirements governing the Funds, including National Instrument 81-102 Mutual Funds, National Instrument 81-106 Investment Fund Continuous Disclosure and National Instrument 81-107 Independent Review Committee for Investment Funds.

6. In view of the proposed Amalgamation, the Filer does not intend to file renewal prospectuses for the Offering Funds, but intends to file a preliminary prospectus for the Innovation Fund forthwith after the Amalgamation on or about September 10, 2010. Securities of the Offering Funds will therefore not be qualified for distribution during the period from the Lapse Date of the Current Prospectuses to the granting of a receipt for the (final) prospectus of the Innovation Fund unless the Relief Sought is granted. The Filer wishes to continue to distribute securities of the Offering Funds during that period. An extension of the Lapse Date to October 14, 2010 is therefore requested.

7. If the Relief Sought is not granted, the Offering Funds would each be required to file proforma prospectuses, or cease offering on the Lapse Date. The financial costs and time involved in producing and filing those prospectuses would be unnecessarily costly to the shareholders of each of the Offering Funds.

8. There have been no material changes in the affairs of the Offering Funds since the date of the Current Prospectuses other than in connection with the Amalgamation, which has been the subject of a prospectus amendment for each of the Offering Funds. Accordingly, each Current Prospectus represents the current information regarding the applicable Offering Fund.

9. The Relief Sought will not affect the accuracy of information in the Current Prospectuses, as they may be further amended, and will accordingly not be prejudicial to public interest.

Decision

The Ontario Securities Commission is satisfied that the decision meets the test set out in the Legislation for it to make the decision.

The decision of the Ontario Securities Commission under Section 147 of the Act is that the Relief Sought is granted.

BMO Harris Investment Management Inc. and BMO Harris Growth Opportunities Portfolio

Headnote

National Policy 11-203 -- relief granted from the requirement to obtain securityholder approval of merger under NI 81-102 Mutual Funds and approval granted for mutual fund merger -- securities of the mutual funds only available for purchase by unitholders who have entered into discretionary investment management agreements giving full discretionary authority to manager -- investment objectives of terminating fund and continuing fund substantially similar -- merger is neutral from fee and expense perspective -- costs of merger borne by manager -- convening unitholder meeting would represent an unnecessary expense.

Applicable Legislative Provisions

National Instrument 81-102 Mutual Funds, ss. 5.1(f), 5.5(1)(b), 5.6, 19.1.

July 27, 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

BMO HARRIS INVESTMENT MANAGEMENT INC.

(the Filer)

AND

BMO HARRIS GROWTH

OPPORTUNITIES PORTFOLIO

(the Terminating Fund)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer on behalf of the Terminating Fund for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation):

(a) exempting the Terminating Fund from subsection 5.1(f) of NI 81-102, which requires a mutual fund to obtain the prior approval of its unitholders before the mutual fund undertakes a reorganization with, or transfers its asset to, another mutual fund (the Unitholder Meeting Relief); and

(b) approving of the merger (the Merger) of the Terminating Fund into BMO Harris Canadian Growth Equity Portfolio (the Continuing Fund) pursuant to subsection 5.5(1)(b) of NI 81-102 (the Merger Approval)

(collectively, the Unitholder Meeting Relief and the Merger Approval shall be referred to as the Requested Relief).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions:

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

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

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meanings in this decision unless they are defined in this decision. The following additional terms shall have the following meanings:

BMO Harris Funds means collectively the Terminating Fund, the Continuing Fund and other mutual funds managed by the Filer;

Current Simplified Prospectus means the simplified prospectus and annual information form dated November 4, 2009, as amended, that qualifies the BMO Harris Funds for sale;

IRC means the independent review committee for the Terminating Fund and the Continuing Fund;

NI 81-102 means National Instrument 81-102 Mutual Funds;

NI 81-106 means National Instrument 81-106 Investment Fund Continuous Disclosure;

NI 81-107 means National Instrument 81-107 Independent Review Committee for Investment Funds; and

Tax Act means the Income Tax Act (Canada).

Representations

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

The Filer

1. The Filer is a corporation established under the laws of Ontario. The head office of the Filer is located in Toronto, Ontario.

2. The Filer is the manager and portfolio manager of the Terminating Fund and the Continuing Fund. An affiliate of the Filer, BMO Trust Company, is the trustee of the Continuing Fund and Terminating Fund.

3. The Filer, an indirect, wholly-owned subsidiary of Bank of Montreal, is registered as a portfolio manager in each of the provinces and territories of Canada, as an exempt market dealer, commodity trading counsel and commodity trading manager in Ontario and as a derivatives portfolio manager in Quebec.

The Funds

4. Each of the Terminating Fund and the Continuing Fund is an open-ended mutual fund trust established under the laws of the Province of Ontario by declaration of trust.

5. Units of the BMO Harris Funds are qualified for sale in each jurisdiction in Canada by the Current Simplified Prospectus and each of the BMO Harris Funds is subject to NI 81-102.

6. The Terminating Fund and Continuing Fund are reporting issuers under the applicable securities legislation of each jurisdiction in Canada and are not on the list of defaulting reporting issuers maintained under such securities legislation.

7. Unless an exemption has been obtained, each of the Terminating Fund and the Continuing Fund follows the standard investment restrictions and practices established by the securities regulatory authorities in each jurisdiction in Canada.

8. The net asset value for securities of the Terminating Fund and the Continuing Fund is calculated on a daily basis on each day that the Toronto Stock Exchange is open for trading.

9. The Filer proposes to merge the Terminating Fund into the Continuing Fund on or about September 24, 2010.

Unitholder Meeting Relief

10. The Filer offers fully discretionary investment management services to clients in each jurisdiction in Canada, including all of the investors in the BMO Harris Funds.

11. The BMO Harris Funds were established as an efficient and cost effective means of providing discretionary investment management services to many of the Filer's clients, including all of the investors in the Terminating Fund and the Continuing Fund, as an alternative to segregated account management.

12. The Filer has determined that it is appropriate to effect the Merger without obtaining unitholder approval.

13. The Filer believes that the Merger is in the best interests of the unitholders of the Terminating Fund and the Continuing Fund, as the Merger would result in unitholders being invested in a larger Continuing Fund that has increased portfolio diversification opportunities, and in the case of the Terminating Fund, there will be a savings in brokerage charges over a straight liquidation of its portfolio on a wind-up of the Fund.

14. The proposed Merger is neutral to the unitholders of each of the Terminating Fund and Continuing Fund from a fee and expense perspective.

15. The investment objectives of the Terminating Fund and the Continuing Fund are substantially similar.

16. Clause 5.1(f) of NI 81-102 requires that the approval of the securityholders of a mutual fund be obtained before the mutual fund undertakes a reorganization with, or transfers its assets to, another mutual fund.

17. Units of the Terminating Fund are only available for purchase by investors who have entered into a discretionary investment management agreement with the Filer.

18. The Filer is authorized under its discretionary investment management agreement with each client who is an investor in a BMO Harris Fund to make any investment on behalf of the client (provided such investment is consistent with the mandate established by that client). This includes buying and selling any securities (including securities of a BMO Harris Fund) without obtaining the client's approval.

19. Under its discretionary investment management agreement with each client, the Filer or its affiliate is authorized to receive all securityholder materials relating to the securities held in the client's account, and to vote on behalf of the client on any matters relating to the securities held in the client's account (provided that such vote is in the best interests of the client.)

20. The unitholders of the Terminating Fund are relying entirely on the Filer to make investment decisions for them and, in these circumstances, the Merger is analogous to the Filer changing a client's investment from one BMO Harris Fund to another. As such investment changes do not require client approval, the Filer has determined that it is appropriate to effect the Merger without obtaining unitholder approval.

21. As every investor in the Terminating Fund has entered into a discretionary investment management agreement with the Filer, the Filer believes that sending meeting materials and convening unitholder meetings for the purpose of obtaining unitholder approval to effect the Merger is not desirable and represents an unnecessary cost and inconvenience to the Filer and the unitholders of the Terminating Fund.

22. Prior to, or shortly following, the implementation of the Merger, the Filer will communicate with each client that holds securities of the Terminating Fund to explain the changes to their account that will occur as a result of the Merger.

Merger Approval

23. The Filer has presented the terms of the Merger to the IRC for its approval. The IRC reviewed the proposed Merger, determined that the Merger would achieve a fair and reasonable result for the Terminating Fund and Continuing Fund and has provided its approval in respect of the Merger.

24. Upon the approval of the Merger by the board of directors of the Filer and BMO Trust Company, a press release was issued and filed and a material change report and amendment to the Current Simplified Prospectus in respect of the Merger were filed on SEDAR under Project # 1598987, 1598988 and 1482706 in accordance with the continuous disclosure obligations of the Terminating Fund set forth in Part 11 of NI 81-106.

25. Units of the Terminating Fund will continue to be available for sale until the close of business on September 22, 2010, following which time the distribution of new units will cease, except under a continuous savings plan or similar systematic plan established prior to September 22, 2010.

26. No sales charges will be payable in connection with the issuance of units of the Continuing Fund in exchange for the investment portfolio of the Terminating Fund.

27. The portfolio assets of the Terminating Fund to be acquired by the Continuing Fund arising from the Merger are currently, or will be, acceptable, on or prior to the effective date of the Merger, to the portfolio advisor of the Continuing Fund and are or will be consistent with the investment objectives of the Continuing Fund.

28. Unitholders of the Terminating Fund will continue to have the right to redeem units of the Terminating Fund at any time up to the close of business on the business day immediately preceding the effective date of the Merger.

29. The Filer will bear the costs and expenses associated with the Merger, including all brokerage expenses incurred in respect of any required sale of portfolio assets of the Terminating Fund.

30. The Terminating Fund will merge into the Continuing Fund on or about September 24, 2010.

31. Pursuant to the Merger, holders of units of the Terminating Fund will receive units of the Continuing Fund.

32. Following the Merger, the Continuing Fund will continue as a publicly offered open-ended mutual fund and the Terminating Fund will be wound up as soon as reasonably practicable.

33. Regulatory approval of the Merger is required because the Merger does not satisfy all of the criteria for pre-approved reorganizations and transfers as set out in section 5.6 of NI 81-102 because:

(a) the Merger will not be structured as a "qualifying exchange" or a tax-deferred transaction in accordance with the Tax Act as contemplated in subsection 5.6(1)(b) of NI 81-102;

(b) approval of the Merger will not be obtained by the unitholders of the Terminating Fund as contemplated in subsection 5.6(1)(e)(i) of NI 81-102; and

(c) meeting materials will not be delivered to unitholders of the Terminating Fund in connection with such unitholder meetings as contemplated in subsection 5.6(1)(f) of NI 81-102 since no unitholder meetings will be held in connection with the Merger.

34. The Filer has determined that implementing the Merger on a taxable basis will enable the Continuing Fund to retain its tax losses. As investors in the Terminating Fund will become investors in the Continuing Fund, this preserves a tax benefit for all investors by reducing the tax liability of any gains from an investment in the Continuing Fund.

35. The Filer will, except as noted above, comply with all of the other criteria for pre-approved reorganizations and transfers set out in section 5.6 of NI 81-102.

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 Requested Relief is granted.

Mahalo Energy Ltd. -- s. 144

Headnote

Section 144 -- application for variation of cease trade order -- issuer cease traded due to failure to file with the Commission annual financial statements -- issuer has applied for a variation of the cease trade order to permit the issuer to proceed with a Plan of Arrangement under the Companies' Creditors Arrangement Act -- partial revocation granted subject to conditions.

Applicable Legislative Provisions

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

IN THE MATTER OF

THE SECURITIES ACT,

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

(the Act)

AND

IN THE MATTER OF

MAHALO ENERGY LTD.

ORDER

(Section 144 of the Act)

WHEREAS the securities of Mahalo Energy Ltd. (the Filer) are subject to a temporary cease trade order issued by the Director on June 29, 2010 pursuant to subsections 127(1) and 127(5) of the Act and a further cease trade order issued by the Director on July 12, 2010 pursuant to subsection 127(1) of the Act (together the Ontario CTO), directing that all trading in the securities of the Filer cease until further order by the Director;

AND WHEREAS the Filer has applied to the Ontario Securities Commission (the Commission) for an order pursuant to section 144 of the Act (the Application) to partially revoke the Ontario CTO in respect of the following trades (the Proposed Transaction) pursuant to a Plan of Arrangement (the Plan) under the Companies' Creditors Arrangement Act (the CCAA):

(i) the conclusion of a formal investment agreement (the Investment Agreement) among the Filer, Alpine Capital Corp. (Alpine) and up to 13 investors identified by Alpine (the New Investors);

(ii) under the Investment Agreement, the subscription by Alpine and the New Investors for newly created class A shares (the Class A Shares) of the Filer for cash consideration;

(iii) the issuance to up to 35 unsecured creditors (the Unsecured Creditors) of the Filer of newly created class B shares (the Class B Shares) of the Filer, as part of the settlement of their claims and under section 2.14 of National Instrument 45-106 Prospectus and Registration Exemptions (NI 45-106);

(iv) the redemption and cancellation of all of the Filer's issued and outstanding common shares (the Common Shares) for nil consideration; and

(v) the cancellation of all other securities of the Filer for no consideration.

AND WHEREAS the Filer has represented to the Commission that:

1. The Filer was incorporated under the Business Corporations Act (Alberta) on April 21, 2004.

2. The Filer's head office is located in Calgary, Alberta.

3. The Filer is currently a reporting issuer in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and Québec.

4. The authorized share capital of the Filer consists of an unlimited number of Common Shares and an unlimited number of preferred shares of which 59,298,030 Common Shares and nil preferred shares are issued and outstanding as of the date hereof.

5. On May 22, 2009 the Filer was granted protection from its creditors under the CCAA pursuant to an initial order granted by the Court of Queen's Bench of Alberta on May 22, 2009 which order has been extended several times (the Initial Order). Alger & Associates Inc. were appointed as monitor under the CCAA. All proceedings against the Filer were stayed pursuant to the Initial Order, the purpose of which is to allow the Filer time to solicit and implement a Court approved plan of arrangement.

6. On July 2, 2009, the Common Shares were delisted from trading on the TSX Venture Exchange (the TSX-V) for failure to meet minimum listing requirements and the Common Shares began trading on the NEX board of the TSX-V under the symbol "CBM".

7. The Ontario CTO was issued due to the failure of the Filer to file its audited annual financial statements, related management's discussion and analysis and certifications for the year ended December 31, 2009 (the Annual Filings) and interim unaudited financial statements, management's discussion and analysis and certifications for the period ended March 31, 2010 (the Interim Filings).

8. The Filer is also subject to cease trade orders (the Other Cease Trade Orders) from each of Alberta, British Columbia, Manitoba and Québec Securities Commissions for failure to file required filings under applicable securities laws. The Filer has applied for and expects to be granted concurrently with this partial revocation order, partial revocations of the Other Cease Trade Orders to permit the Proposed Transaction.

9. The Filer had, after a solicitation process, signed a letter of intent with Alpine to cancel its existing securities and issue new securities as part of a CCAA Plan of Arrangement. The Common Shares, and other securities in the capital of the Filer, had no value as a result of the Filer's insolvency.

10. The Filer wishes to conclude the Investment Agreement with Alpine and the New Investors. Alpine and the New Investors will rely on the accredited investor exemption under section 2.3 of NI 45-106 to complete the Investment Agreement. Alpine and the New Investors will sign acknowledgements that the Filer is currently subject to the Ontario CTO and the Other Cease Trade Orders.

11. Alpine and 11 of the New Investors are at arms-length to the Filer. Two of the potential New Investors are currently directors of the Filer.

12. Alpine and the New Investors will, subject to certain conditions including the Filer being deemed to have ceased to be a reporting issuer and the revocation of the Ontario CTO, subscribe for the Class A Shares for cash consideration, as part of a transaction to be implemented pursuant to the Plan.

13. According to the Plan, certain secured creditors will settle their claims for a cash payment, unsecured creditors will settle their claims for a cash payment, up to 35 unsecured creditors will in addition be issued the Class B Shares as part of the settlement of their claims, the existing Common Shares will be redeemed for nil and cancelled, and all other securities of the Filer (other than the Class A Shares and Class B Shares) will be cancelled. Unsecured creditors will be issued securities under section 2.14 of NI 45-106.

14. If the Plan is approved by 2/3 in value and 1/2 in number of creditors present in person or by proxy at a creditors' meeting, a sanction order (the Sanction Order) will be sought from the Court of Queen's Bench of Alberta, which will provide, among other terms that the Proposed Transaction, including the following trades, be completed as part of the Plan, subject to the conditions of the Investment Agreement and the Plan:

(a) the Filer will create two new classes of shares, being the Class A Shares and the Class B Shares;

(b) cash consideration for the Class A Shares will be received by the Monitor on the Filer's behalf;

(c) the Class A Shares will be issued by the Filer to the New Investors in consideration of such payment;

(d) the Class B Shares will be issued to up to 35 unsecured creditors in connection with the settlement of their claims, and upon such issuance, the Class A Shares and Class B Shares will be held by less than 50 holders; and

(e) the Filer will redeem all of its issued and outstanding Common Shares for nil consideration and cancel them and will cancel all other securities for no consideration.

15. As a result of the redemption of the existing Common Shares under the Sanction Order, there will no longer be any minority securityholders requiring protection under Multilateral Instrument 61-101 Protection of Minority Securityholders in Special Transactions.

16. The Filer's securities, including the Class A Shares and the Class B Shares issued under the Proposed Transaction as permitted by this partial revocation order, will remain subject to the Ontario CTO and the Other Cease Trade Orders.

17. The Filer's SEDAR and SEDI profiles are up to date.

18. The Filer intends to subsequently apply for an order to cease to be a reporting issuer in all jurisdictions and a full revocation of the Ontario CTO and the Other Cease Trade Orders.

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

AND UPON the Director being satisfied 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 partially revoked solely to permit trades in securities of the Filer (including, for greater certainty, acts in furtherance of trades in securities of the Filer) that are necessary for and are in connection with the Proposed Transaction, provided that:

(a) the Filer obtains the Sanction Order as described in representations 14 and 15, above.

(b) prior to the completion of the Proposed Transaction, each New Investor and each Unsecured Creditor

(i) receives a copy of the Ontario CTO,

(ii) receives a copy of this Order, and

(iii) receives written notice from the Filer, and provides a written acknowledgement to the Filer, that all of the Filer's securities, including the Class A Shares and the Class B Shares issued in connection with the Proposed Transaction, will remain subject to the Ontario CTO until it is revoked, and that the granting of this partial revocation Order does not guarantee the issuance of a full revocation in the future;

(c) the Filer undertakes to make available copies of the written acknowledgements to staff of the Commission on request; and

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

(i) the completion of the Proposed Transaction; and

(ii) 120 days from the date hereof.

DATED at Toronto this 13th day of August, 2010.

Albert Leslie James et al. -- ss. 127(1), 127(8)

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

ALBERT LESLIE JAMES, EZRA DOUSE

AND DOMINION INVESTMENTS CLUB INC.

TEMPORARY ORDER

(Sections 127(1) and (8))

WHEREAS on March 11, 2009, the Ontario Securities Commission (the "Commission") made a Temporary Order pursuant to subsections 127(1) and (5) of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act") that (a) pursuant to clause 2 of subsection 127(1) of the Act, all trading in securities of MSI Canada Inc., Prosporex Investment Club Inc. and Dominion Investments Club Inc. shall cease; (b) pursuant to clause 2 of subsection 127(1) of the Act, trading in any securities by all of the respondents shall cease; and (c) pursuant to clause 3 of subsection 127(1) of the Act, any exemptions in Ontario securities law do not apply to the respondents (the "Temporary Order");

AND WHEREAS on March 24, 2009, the Commission ordered that the Temporary Order be extended to July 24, 2009, subject to an exception concerning the respondent Sedwick Hill;

AND WHEREAS, on July 23, 2009, the Commission extended the Temporary Order to November 25, 2009 and adjourned the hearing to November 24, 2009 at 2:30 p.m.;

AND WHEREAS on August 25, 2009, the Commission varied the Temporary Order to remove the exception that had applied to the respondent Sedwick Hill and extended the Temporary Order, as varied, to November 24, 2009;

AND WHEREAS on November 24, 2009, the Commission added Prosporex Forex SPV Trust as a respondent, extended the Temporary Order, as varied, to January 18, 2010 and adjourned the hearing to January 15, 2010 at 10:00 a.m.;

AND WHEREAS on January 15, 2010, the Commission extended the Temporary Order, as varied, to March 26, 2010 and adjourned the hearing to March 25, 2010 at 10:00 a.m.;

AND WHEREAS on March 12, 2010, Staff issued Statements of Allegations and Notices of Hearing in the following matters:

(1) with respect to Albert Leslie James (formerly identified as Albert James in the Temporary Order), Ezra Douse and Dominion Investments Club Inc.;

(2) with respect to Wilton J. Neale (formerly identified as Wilton John Neale in the Temporary Order), Multiple Streams of Income (MSI) Inc. (formerly identified as MSI Canada Inc. in the Temporary Order) and 360 Degree Financial Services Inc.; and

(3) with respect to Carlton Ivanhoe Lewis, Mark Anthony Scott, Sedwick Hill, Leverage Pro Inc. (formerly identified as LeveragePro Inc. in the Temporary Order), Prosporex Investment Club Inc., Prosporex Investments Inc., Prosporex Ltd., Prosporex Inc., Prosporex Forex SPV Trust, Networth Financial Group Inc., and Networth Marketing Solutions;

AND WHEREAS the Commission held a hearing in this matter on March 25, 2010 and issued an Order dated March 26, 2010 extending the Temporary Order, as varied, to May 14, 2010;

AND WHEREAS on March 25, 2010, Staff advised that counsel for Albert Leslie James and Ezra Douse agreed to provide Staff with an undertaking related to disclosure;

AND WHEREAS on May 13, 2010, the Commission held a hearing in this matter as well as an in camera pre-hearing conference and extended the Temporary Order, as varied, to June 17, 2010;

AND WHEREAS on June 16, 2010, the Commission held a hearing in this matter, Staff requested an extension of the Temporary Order, as varied, and a date for the hearing of the matter, and the respondents did not appear but gave their consent to the order requested by Staff or did not object to it;

AND WHEREAS on July 13, 2010, the Commission held a hearing in this matter, Staff requested that the Temporary Order, as varied, be extended to August 17, 2010, and that the hearing be adjourned to August 16, 2010, and counsel for Albert Leslie James, Ezra Douse and Dominion Investments Club Inc. consented;

AND WHEREAS on August 16, 2010, the Commission on consent of Staff and counsel for the respondents extended the Temporary Order, as varied, to September 21, 2010, and that the hearing be adjourned to September 20, 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 July 13, 2010, pursuant to subsection 3.5(3) of the Act, each of W. David Wilson, James E.A. Turner, Kevin J. Kelly, Carol S. Perry, Patrick J. LeSage, James D. Carnwath and Mary Condon, acting alone, is authorized to make orders under subsection 127(8) of the Act;

IT IS ORDERED THAT:

(1) the Temporary Order, as varied, is extended to September 21, 2010; and

(2) the hearing of this matter is adjourned to September 20, 2010 at 9:00 a.m. or such further or other dates as agreed to by the parties and fixed by the Office of the Secretary of the Commission.

DATED at Toronto this 16th day of August, 2010.

"Patrick J. Lesage"

Lihir Gold Limited -- s. 1(10)(b)

Headnote

Subsection 1(10) of the Securities Act (Ontario) -- Application by reporting issuer for a decision that it is not a reporting issuer -- Issuer became a reporting issuer in Ontario when its shares commenced trading on the Toronto Stock Exchange on September 18, 2007 -- Issuer only attracted a de minimis number of Canadian investors and the daily volume of trading of the Issuer's ordinary shares in the 12 months prior to de-listing from the TSX accounted for 0.08% of the Issuer's worldwide daily trading volumes -- The TSX de-listed the ordinary shares of the Issuer at the close of trading on July 12, 2010 -- Canadian resident shareholders beneficially own approximately 0.88% of the Issuer's outstanding securities and represent less than 2% of the total number of beneficial shareholders -- No securities of the Issuer trade on any market or exchange in Canada -- Issuer's securities are listed for trading on the Australian Securities Exchange, the NASDAQ market in the United States and the Port Moresby Stock Exchange -- Issuer has not taken steps to create a market for the ordinary shares and, in particular, never offered securities to the public in Ontario or in any other jurisdiction in Canada by way of a prospectus offering, and has not privately placed any ordinary shares in Canada in the last 12 months -- Issuer has undertaken that it will concurrently deliver to its Canadian securityholders all disclosure material it is required under U.S. securities laws to deliver to its securityholders in the U.S. -- Issuer has issued a press release announcing that it has submitted an application to cease to be a reporting issuer in Ontario -- Requested relief granted.

Statutes Cited

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

August 20, 2010

IN THE MATTER OF

THE SECURITIES ACT,

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

(THE "ACT")

AND

IN THE MATTER OF

CSA STAFF NOTICE 12-307 APPLICATIONS FOR

A DECISION THAT AN ISSUER IS

NOT A REPORTING ISSUER

("STAFF NOTICE 12-307")

AND

IN THE MATTER OF

LIHIR GOLD LIMITED (THE "FILER")

ORDER

CLAUSE 1(10)(B)

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

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

AND UPON the Filer representing to the Commission as follows:

1. The Filer is a company established under the company law of Papua New Guinea.

2. The Filer is a reporting issuer in the Province of Ontario, and its only outstanding securities are its ordinary shares which are listed for trading on the Australian Securities Exchange ("ASX"), the NASDAQ market in the United States and the Port Moresby Stock Exchange in its incorporating jurisdiction.

3. The Filer first became a reporting issuer in Ontario when its shares commenced trading on the Toronto Stock Exchange (the "TSX") on September 18, 2007.

4. The Filer is not a reporting issuer in any other jurisdiction in Canada.

5. The Filer had discussions with the TSX regarding a voluntary delisting of its ordinary shares from the TSX and the TSX delisted the ordinary shares at the close of trading on July 12, 2010.

6. None of the Filer's securities are listed, traded or quoted on a marketplace in Canada as defined in National Instrument 21-101 -- Marketplace Operation and the Filer does not intend to have its securities listed, traded or quoted on such a marketplace in Canada.

7. The Filer is not in default of any reporting or other requirement of the ASX, the NASDAQ market or the Port Moresby Stock Exchange.

8. The Filer determined the number of Canadian securityholders directly or indirectly beneficially owning its shares through a review of the shareholder register kept by its registrar and transfer agent and with respect to beneficial securityholders in accordance with the process set out in National Instrument 54-101 -- Communication with Beneficial Owners of Securities of a Reporting Issuer.

9. Residents of Canada do not, directly or indirectly, beneficially own more than 2% of each class or series of outstanding securities of the issuer worldwide.

10. Residents of Canada do not, directly or indirectly, comprise more than 2% of the total number of securityholders of the issuer worldwide.

11. The number of shares held by Canadians, or residents of Canada, whether through the Australian share register or in Canada, beneficially and of record, is 21,130,778 shares representing 0.88% of the total outstanding shares.

12. The Filer has not taken steps to create a market for the ordinary shares and, in particular, never offered securities to the public in Ontario or in any other jurisdiction in Canada by way of a prospectus offering, and has not privately placed any ordinary shares in Canada in the last 12 months.

13. The Filer only attracted a de minimis number of Canadian investors and the daily volume of trading of the Filer's ordinary shares in the 12 months prior to delisting from the TSX was 27,852 shares, which accounted for 0.08% of the Filer's worldwide daily trading volumes. In contrast, the average daily volume on the ASX for the same period represented approximately 27 million shares and 7.2 million shares on NASDAQ.

14. The Filer files continuous disclosure reports under U.S. securities laws and is listed on a U.S. exchange.

15. The Filer qualifies as a "SEC foreign issuer" under National Instrument 71-102 -- Continuous Disclosure and Other Exemptions Relating to Foreign Issuers ("NI 71-102") and has relied on and complied with the exemptions from Canadian continuous disclosure requirements afforded to SEC foreign issuers under Part 4 of NI 71-102.

16. The Filer's continuous disclosure reports required under U.S. securities laws can be obtained on EDGAR, SEDAR and the Filer's website.

17. The Filer provided advance notice to Canadian resident securityholders in a press release dated June 28, 2010 that it had applied for a decision that it is not a reporting issuer in Ontario and that, if that decision was made, the issuer would no longer be a reporting issuer in any jurisdiction in Canada.

18. In a news release dated May 4, 2010 the Filer and Newcrest Mining Limited ("Newcrest") announced that they have entered into a merger implementation agreement (the "Merger") under which it is proposed that Newcrest will acquire all of the Filer's ordinary shares.

19. Newcrest is not a "related party" of the Filer as that term is defined in Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions.

20. Newcrest is a public company in Australia and has its ordinary shares listed on the ASX. Newcrest is not a reporting issuer in any jurisdiction of Canada and currently has no plans to raise financing by way of a public offering of its securities in Canada. Newcrest has no plans to undertake an offering of its securities in Canada pursuant to an exemption from the registration and prospectus requirements of the Legislation. If the Merger is implemented, Newcrest expects that beneficial Canadian securityholders will comprise less than 0.5% of the total number of its securityholders worldwide.

21. The securityholders of the Filer, including the Canadian securityholders, were mailed a copy of the circular describing the Merger with Newcrest on or about July 22, 2010. The directors of the Filer have unanimously recommended that securityholders vote in favour of the Merger in the absence of a superior proposal.

22. The meeting of shareholders to approve the Merger is scheduled to be held on August 23, 2010 and the implementation is scheduled to take place later in September. If the Merger is implemented, the Filer will cease to be a reporting issuer worldwide.

23. The Filer has undertaken that it will concurrently deliver to its Canadian securityholders all disclosure material that the Filer is required under U.S. securities laws to deliver to its securityholders in the U.S.

24. After the Merger, Newcrest has undertaken that it will concurrently deliver to the Canadian securityholders of the Filer (who will become securityholders of Newcrest) all disclosure material that Newcrest is required under ASX listing rules to deliver to Australian securityholders.

25. The Filer is not in default of any of its obligations under the Securities Act (Ontario) as a reporting issuer.

26. The Filer will not be a reporting issuer or the equivalent in any jurisdiction in Canada immediately following the Commission granting the relief requested.

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

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

TriAct Canada Marketplace LP -- s. 15.1 of NI 21-101 Marketplace Operation and s. 6.1 of OSC Rule 13-502 Fees

Headnote

Section 15.1 of National Instrument 21-101 Marketplace Operation (21-101) and section 6.1 of OSC Rule 13-502 Fees (13-502) -- exemption granted from the requirement in paragraph 6.4(2) of 21-101 to file an amendment to Form 21-101F2 (Form F2) 45 days prior to implementation of a fee change and from the requirements in Appendix C (item E(1)) and item E(2)(a)) of 13-502 to pay fees related to TriAct Canada Marketplace LP exemption application.

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

TRIACT CANADA MARKETPLACE LP

ORDER

(Section 15.1 of National Instrument 21-101

Marketplace Operation (NI 21-101) and section 6.1 of Rule 13-502 Fees)

UPON the application (the "Application") of TriAct Canada Marketplace LP (the "Applicant") to the Director for an order pursuant to section 15.1 of NI 21-101 exempting the Applicant from the requirement in paragraph 6.4(2) to file an amendment to the information previously provided in Form 21-101F2 (the "Form F2") regarding Exhibit G (fees) 45 days before implementation of the fee changes (the "45 day filing requirement");

AND UPON the Applicant filing an updated Form F2 on August 11, 2010, describing a fee change to be implemented September 1^st, 2010 (the "Fee Change");

AND UPON the application by the Applicant (the "Fee Exemption Application") to the Director for an order pursuant to section 6.1 of Rule 13-502 exempting the Applicant from the requirement to pay an activity fee of (a) $3,000 in connection with the Application in accordance with section 4.1 and item E(1) of Appendix C of Rule13-502, and (b) $1,500 in connection with the Fee Exemption Application (Appendix C, item E(2)(a));

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

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

1. The Applicant is carrying on business as an alternative trading system and is registered as a dealer with the Ontario Securities Commission and the Alberta Securities Commission. It has received an exemption from registration in British Columbia, Manitoba, New Brunswick, Newfoundland, Nova Scotia, Quebec, and Saskatchewan.

2. The Filer would like to implement changes to its fee schedule on September 1^st, 2010.

3. The Applicant has consulted with industry participants prior to arriving at the new fee model and plans to provide notice to the industry prior to implementation of the resulting fee schedule changes.

4. The current multi-market trading environment requires frequent changes to the fees and fee model to remain competitive and it has become unduly burdensome to delay 45 days before responding to participants' needs.

5. The policy rationale behind the 45 day filing requirement, which the Applicant understands is to provide Commission staff with an opportunity to analyze the changes and determine if any objections should be raised prior to implementation, can be met in a shorter period.

6. Given that the notice period was created prior to multi-markets becoming a reality, and in light of the current competitive environment and the limited and highly technical nature of the exemption being sought, it would be unduly onerous to pay fees in these circumstances;

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

IT IS ORDERED by the Director:

(a) pursuant to section 15.1 of NI 21-101 that the Applicant is exempted from the 45 day filing period for the Fee Change, and

(b) pursuant to section 6.1 of Rule 13-502 that the Applicant is exempted from:

(i) paying an activity fee of $3,000 in connection with the Application, and

(ii) paying an activity fee of $1,500 in connection with the Fee Exemption Application.

DATED this 24^th day of August, 2010

Liquidnet Canada Inc. -- s. 15.1 of NI 21-101 Marketplace Operation and s. 6.1 of OSC Rule 13-502 Fees

Headnote

Section 15.1 of National Instrument 21-101 Marketplace Operation (21-101) and section 6.1 of OSC Rule 13-502 Fees (13-502) -- exemption granted from the requirement in paragraph 6.4(2) of 21-101 to file an amendment to Form 21-101F2 45 days prior to implementation of temporary fee changes and subsequent implementation of identical temporary fee changes from the requirements in Appendix C (item E(1) and item E(2)(a)) of 13-502 to pay fees related to Liquidnet Canada's exemption application.

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

LIQUIDNET CANADA INC.

ORDER

(Section 15.1 of National Instrument 21-101 Marketplace Operation

(NI 21-101) and section 6.1 of Rule 13-502 Fees)

UPON the application (the Application) of Liquidnet Canada Inc. (Applicant) to the Director for an order pursuant to section 15.1 of NI 21-101 exempting the Applicant from the requirement in paragraph 6.4(2) to file an amendment to the information previously provided in Form 21-101F2 (Form F2) regarding Exhibit G(4) (fees) 45 days before implementation of the fee changes (45 day filing requirement);

AND UPON the Applicant filing an updated Form F2 on July 28, 2010, describing: (1) fee changes to be implemented September 1, 2010 for a limited period of time (Initial temporary fee promotions) and (2) the subsequent implementation of these identical fee changes from time to time (Subsequent temporary fee promotions);

AND UPON the application by the Applicant (Fee Exemption Application) to the Director for an order pursuant to section 6.1 of Rule 13-502 exempting the Applicant from the requirement to pay an activity fee of (a) up to $5,000 in connection with the Application in accordance with section 4.1 and item E(1) of Appendix C of Rule 13-502, and (b) $1,500 in connection with the Fee Exemption Application (Appendix C, item E(2)(a));

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

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

1. The Applicant is carrying on business as an alternative trading system in Ontario with its head office in New York;

2. The Applicant would like to implement the Initial temporary fee promotions for a limited period of time;

3. Upon the expiry of the Initial temporary fee promotions, the Applicant would also like to implement the Subsequent temporary fee promotions for a limited period of time from time to time without filing an amended Form F2 with the Commission. The Subsequent temporary fee promotions would be identical to the Initial temporary fee promotions;

4. The current multi-market trading environment requires frequent changes to the fees and fee model to remain competitive and it has become unduly burdensome to delay 45 days before responding to participants' needs and/or competitors' initiatives; and

5. Given that the notice period was created prior to multi-markets becoming a reality, and in light of the current competitive environment and the limited and highly technical nature of the exemption being sought, it would be unduly onerous to pay fees in these circumstances;

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

IT IS ORDERED by the Director:

(a) pursuant to section 6.1 of Rule 13-502 that the Applicant is exempted from:

(i) paying an activity fee of up to $5,000 in connection with the Application, and

(ii) paying an activity fee of $1,500 in connection with the Fee Exemption Application,

(b) pursuant to section 15.1 of NI 21-101 that the Applicant is exempted from the 45 day filing requirement for the Initial temporary fee promotions, provided that the Applicant will provide reasonable prior notice to its participants of the implementation of the Initial temporary fee promotions, and

(c) pursuant to section 15.1 of NI 21-101 that the Applicant is exempted from the 45 day filing requirement for the Subsequent temporary fee promotions, provided that: (i) the Applicant will provide reasonable prior notice to its participants of the implementation of the Subsequent temporary fee promotions and (ii) the Applicant will provide eight business days prior written notice to the Director of the implementation date and the duration of each of the Subsequent temporary fee promotions.

DATED this 18^th day of August, 2010

Paladin Capital Markets Inc. et al. -- ss. 127, 127.1

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

PALADIN CAPITAL MARKETS INC.,

JOHN DAVID CULP, AND

CLAUDIO FERNANDO MAYA

ORDER

(Sections 127 and 127.1)

WHEREAS on June 9, 2010, Staff of the Ontario Securities Commission ("Staff" and the "Commission", respectively) filed a Statement of Allegations relating to the respondents Paladin Capital Markets Inc. ("Paladin"), John David Culp ("Culp") and Claudio Fernando Maya;

AND WHEREAS on June 10, 2009, the Commission issued 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") for a hearing on July 19, 2010 to consider whether it is in the public interest to approve a settlement agreement entered into by Staff and the respondents, Paladin and Culp;

AND WHEREAS Paladin and Culp entered into a Settlement Agreement with Staff (the "Settlement Agreement") in which Paladin and Culp agreed to a settlement of the allegations against them, subject to the approval of the Commission;

AND WHEREAS Paladin and Culp acknowledged that the facts set out in Part III of the Settlement Agreement constituted conduct contrary to Ontario securities law and the public interest;

AND WHEREAS Culp died on or about July 17, 2010;

AND WHEREAS Culp was, prior to his death, the sole director, officer, and shareholder of Paladin;

AND WHEREAS on July 19, 2010, the Commission ordered that the settlement hearing with respect to Paladin be adjourned to August 5, 2010;

AND WHEREAS on August 3, 2010, Staff filed a Notice of Withdrawal with respect to all of the allegations made against Culp;

AND WHEREAS on August 5, 2010, counsel for Staff attended the hearing but no one attended for Paladin;

AND UPON reviewing the Settlement Agreement attached hereto as Schedule "A", considering the admitted fact that Paladin is insolvent and upon hearing submissions from counsel for Staff, the Commission is of the opinion that it is in the public interest to approve the settlement on the terms presented to it;

IT IS ORDERED THAT:

1. the Settlement Agreement, as it relates to Paladin, is approved;

2. Paladin's registration is terminated pursuant to s. 127(1)1 of the Act;

3. trading in any securities by Paladin shall cease permanently, pursuant to s. 127(1)2 of the Act;

4. any exemptions contained in Ontario securities law shall not apply to Paladin permanently, pursuant to s. 127(1)3 of the Act;

5. Paladin shall pay an administrative penalty of $100,000, pursuant to s. 127(1)9 of the Act, to be allocated to or for the benefit of third parties who suffered losses as a result of the activities of Paladin described in the Settlement Agreement , pursuant to s. 3.4(2)(b) of the Act;

6. Paladin shall pay disgorgement in the amount of $400,000, pursuant to s. 127(1)10 of the Act, to be allocated to or for the benefit of third parties who suffered losses as a result of the activities of Paladin described in the Settlement Agreement, pursuant to s. 3.4(2)(b) of the Act; and

7. Paladin shall pay the Commission's costs of the investigation and hearing in the amount of $15,000.

Dated at Toronto this 5th day of August 2010.

Schedule "A"

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

SETTLEMENT AGREEMENT

(Paladin Capital Markets Inc. [REDACTED])

PART I -- INTRODUCTION

1. By Notice of Hearing to be issued, the Ontario Securities Commission (the "Commission") will announce that it will hold a hearing to consider whether, pursuant to section 127 of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act"), it is in the public interest for the Commission to make certain orders in respect of Paladin Capital Markets ("Paladin") and John David Culp ("Culp").

PART II -- JOINT SETTLEMENT RECOMMENDATION

2. Staff of the Commission ("Staff") agree to recommend settlement of the proceeding against Paladin [REDACTED] in accordance with the terms and conditions set out below. Paladin [REDACTED] consent to the making of an order against each of them in the form attached as Schedule "A" on the basis of the facts set out below.

PART III -- AGREED FACTS

3. Paladin [REDACTED] agree with the facts and conclusions set out in Parts III and IV herein.

A. BACKGROUND

i. Paladin

4. Paladin was registered with the Commission as a limited market dealer from February 27, 2007 to June 2, 2009, when a temporary order was made suspending its registration. It was not registered in any other jurisdiction. Its business location was 275 Richmond Street West, Suite 1, Toronto.

5. Paladin's primary business activity was to source capital for small-cap companies in the resources, industrial and environmental sectors. Since inception until December 31, 2008, it raised about $640,000 for five issuers and has earned about $40,000 in fees.

6. Culp was the President, CEO, designated compliance officer and sole director of Paladin. He was the only individual at Paladin who was registered to trade in securities. Culp is Paladin's sole shareholder.

7. Paladin hired Claudio Fernando Maya ("Maya") as a consultant and Maya engaged in the conduct detailed below. Maya was not registered in any capacity with the Commission at the material time.

II. Suspension of Registration

i. The Undertaking to the Commission

8. Paladin filed with the Commission an undertaking to the Commission dated November 24, 2006, which stated, in part, that Paladin would not engage in activities as an adviser, dealer or underwriter in respect of securities of Paladin except in compliance with Part XIII of the General Regulation to the Act.

9. Paladin did not file with the Commission a statement of policies under s. 223(1)(a) of the General Regulation to the Act in respect of the sale of its own securities, as described below.

B. Sale of Securities of Paladin

10. Paladin issued $400,000 in promissory notes (the "Notes"), entitled "Paladin Capital Markets Inc. Non Profit Participation Convertible Promissory Note", to five Ontario investors (the "Investors"), between August 23, 2007 to September 12, 2007, as a means of raising working capital for Paladin.

11. Paladin did not seek from the Commission nor have a prospectus with which to distribute the Notes in compliance with s. 53 of the Act. [REDACTED]

12. Paladin sold the Notes to the following individuals:

1. Investor 1 - $25,000

2. Investor 2 - $25,000

3. Investor 3 - $50,000

4. Investor 4 - $50,000

5. Investor 5 - $250,000

13. The Notes were non-profit-participating, convertible-to-equity promissory notes with a rate of interest of 10% for a 12-month term. In the event that Paladin were to fail to make payment when due, interest would be payable at 15%.

14. Investors also had the right to convert the outstanding amount due into fully-paid, non-assessable Class A Voting Profit Participation Shares of Paladin and a 1/2 share purchase warrant. It appears that none of the Investors converted to equity.

15. Investors exercised their rights to repayment of principal and interest before the 12 months was up. Paladin has not made any of the required repayments to the Investors.

Paladin is Insolvent and Investor Funds Dissipated

16. Paladin is insolvent because it has insufficient funds to meet its obligations to the Investors who have requested repayment under the terms of the Notes. As at December 31, 2008, Paladin had $2,030 in cash and current liabilities of approximately $455,000 (including funds owed to Investors). For the year ending December 31, 2008, Paladin had an operating loss of approximately $129,589 based on revenues of approximately $33,447. Culp, Maya and other employees were paid with funds generated from the sale of the Notes.

[REDACTED]

17. [REDACTED]

Paladin and Culp's Cooperation with Staff's Investigation

18. Culp provided Staff with cooperation in its investigation [REDACTED] on behalf of Paladin by providing documents and testimony on a voluntary basis. Such cooperation is contemplated in Staff Notice 15-702 "Credit for Cooperation".

Temporary Order

19. Culp and Paladin consented to the periodic extensions of the temporary order made by the Commission on June 2, 2009.

PART IV -- CONDUCT CONTRARY TO ONTARIO SECURITIES LAW AND THE PUBLIC INTEREST

20. By engaging in the conduct described above, Paladin [REDACTED] have breached Ontario securities law by non complying with ss. 25 and 53 of the Act and have acted contrary to the public interest.

PART V -- RESPONDENTS' POSITION

21. [REDACTED]

22. Culp also asserts that Paladin is insolvent and has no funds available to pay disgorgement for the benefit of the Investors.

23. [REDACTED]

PART VI -- TERMS OF SETTLEMENT

24. Paladin [REDACTED] agree to the terms of settlement listed below.

25. The Commission will make an order pursuant to s. 127(1) and s. 127.1:

i. Approving the settlement agreement;

ii. that Paladin's registration is terminated, pursuant to s. 127(1)1 of the Act;

iii. that trading in any securities by Paladin cease permanently, pursuant to s. 127(1)2 of the Act;

iv. [REDACTED]

v. that any exemptions contained in Ontario securities law do not apply to Paladin permanently, pursuant to s. 127(1)3 of the Act;

vi. [REDACTED]

vii. [REDACTED]

viii. [REDACTED]

ix. [REDACTED]

x. that Paladin pay an administrative penalty of $100,000, pursuant to s. 127(1)9 of the Act;

xi. that Paladin [REDACTED] pay disgorgement in the amount of $400,000, pursuant to s. 127(1)10 of the Act; and

xii. that Paladin pay the Commission's costs of the investigation and hearing in the amount of $15,000.

26. Culp undertakes that he will consent on behalf of Paladin [REDACTED] to an Order made by any provincial or territorial securities regulatory authority in Canada containing any or all of the prohibitions set out in paragraph 25 (iii), [REDACTED], (v), [REDACTED], [REDACTED] and [REDACTED] above. This prohibition may be modified to reflect the provisions of the relevant provincial or territorial securities law.

PART VII -- STAFF COMMITMENT

27. If this agreement is approved by the Commission, Staff will not initiate any proceeding under Ontario securities law in relation to the facts set out in Part III of this agreement, subject to the provisions of paragraph 28 below.

28. If this settlement agreement is approved by the Commission and at any subsequent time Paladin [REDACTED] fail to honour any of the terms of the settlement, Staff reserve the right to bring proceedings under Ontario securities law against Paladin [REDACTED] based on, but not limited to, the facts set out in Part III of this settlement agreement, as well as the as the breach of the settlement agreement.

PART VIII -- PROCEDURE FOR APPROVAL OF SETTLEMENT

29. Approval of this settlement will be sought at a public hearing before the Commission, in accordance with the procedures set out in this settlement agreement and the Commission's Rules of Procedure.

30. Staff, Paladin [REDACTED] agree that this settlement agreement will constitute the entirety of the agreed facts to be submitted at the settlement hearing regarding Paladin[REDACTED]'s conduct in this matter, unless the parties agree that further facts should be submitted at the Settlement Hearing.

31. If this settlement agreement is approved by the Commission, Paladin [REDACTED] agree to waive their rights to a full hearing, judicial review, or appeal of this matter under the Act.

32. If this settlement agreement is approved by the Commission, no party will make any public statement that is inconsistent with this settlement agreement.

33. Whether or not this settlement agreement is approved by the Commission, Paladin [REDACTED] agree that they will not, in any proceeding, refer to or rely upon this agreement or the negotiation or process of approval of this agreement as the basis for any attack on the Commission's jurisdiction, alleged bias, alleged unfairness or any other remedies or challenges that may otherwise be available.

PART IX -- DISCLOSURE OF AGREEMENT

34. If, for any reason whatsoever, this settlement agreement is not approved by the Commission, or an order in the form attached as Schedule "A" to this settlement agreement is not made by the Commission:

i. this settlement agreement and its terms, including all discussions and negotiations between Staff and Paladin [REDACTED] leading up to their presentation at the Settlement Hearing, shall be without prejudice to Staff and Paladin [REDACTED]; and

ii. each of Staff, Paladin [REDACTED] will be entitled to all available proceedings, remedies and challenges, including proceeding to a hearing of the allegations to be contained in the Statement of Allegations, unaffected by this agreement or the settlement discussions/negotiations.

35. The terms of this settlement agreement will be treated as confidential by both parties until approved by the Commission. Any obligations of confidentiality will terminate upon approval of this settlement agreement by the Commission. The terms of this settlement agreement will be treated as confidential forever if this settlement agreement is not approved for any reason whatsoever by the Commission, except with the written consent of both Paladin [REDACTED] and Staff or as may be required by law.

PART X -- EXECUTION OF SETTLEMENT AGREEMENT

36. This agreement may be signed in one or more counterparts which together will constitute a binding agreement.

37. A facsimile copy of any signature will be as effective as an original signature.

Dated this 14th day of July, 2010.

STAFF OF THE ONTARIO SECURITIES COMMISSION

Dated this 23rd day of March, 2010.

[REDACTED]

PALADIN CAPITAL MARKETS INC

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

2. under s. 127(1)2 of the Act, all trading in any securities by Paladin, Culp and Claudio Fernando Maya ("Maya") (collectively, the "Respondents") cease;

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

4. under s. 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, 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 a 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 decided that Maya had not provided satisfactory information and that it would extend the Temporary Order;

AND WHEREAS the Temporary Order was extended on consent of Staff and the respondents on September 29, 2009, November 30, 2009, February 2, 2010 and March 22, 2010;

AND WHEREAS on June 15, 2010, the Temporary Order was extended on consent of Staff and the Respondents to August 6, 2010 and the hearing was adjourned to August 5, 2010 for the purpose of a confidential pre-hearing conference and to consider whether to extend the Temporary Order;

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 on June 10, 2009, the Commission issued a Notice of Hearing for a hearing on July 19, 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;

AND WHEREAS on July 19, 2010, counsel for Staff attended the hearing but neither of Paladin nor Culp attended;

AND WHEREAS on July 19, 2010, counsel for Staff advised the Commission that Culp had died on or about July 17, 2010;

AND WHEREAS on July 19, 2010, the Commission ordered at Staff's request that the settlement hearing in respect of Paladin and Culp be adjourned to August 5, 2010;

AND WHEREAS on August 3, 2010, Staff filed a Notice of Withdrawal with respect to all of the allegations made against Culp;

AND WHEREAS on August 5, 2010 counsel for Staff attended at the settlement hearing and no one for Paladin attended;

AND WHEREAS on August 5, 2010 the Commission approved the Settlement Agreement in respect of Paladin;

AND WHEREAS on August 5, 2010 counsel for Staff and counsel for Maya attended in person at the pre-hearing conference held immediately following the settlement hearing;

AND WHEREAS on August 5, 2010 counsel for Maya requested that dates be set for the hearing of proposed motions dealing with the admissibility of certain evidence and disclosure;

AND WHEREAS counsel for Staff and counsel for Maya agreed to set motion dates on November 29, 2010 (full day) and November 30, 2010 (half a day);

AND WHEREAS Staff and Maya consented to an extension of the Temporary Order until the close of business on November 30, 2010 with respect to Maya only;

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 July 13, 2010, pursuant to section 3.5(3) of the Act, any one of W. David Wilson, James E. A. Turner, Kevin J. Kelly, 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) of the Act, the Temporary Order is extended on the existing terms against Maya only, until the close of business on November 30, 2010; and

2. the hearing is adjourned to November 29, 2010 at 10:00 a.m.

Dated at Toronto this 5th day of August 2010.

Chapter 4 -- Cease Trading Orders

Temporary, Permanent & Rescinding Issuer Cease Trading Orders

Temporary, Permanent & Rescinding Management Cease Trading Orders

THERE ARE NO ITEMS FOR THIS WEEK.

Outstanding Management & Insider Cease Trading Orders

Chapter 8 -- Notice of Exempt Financings

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