OSC Bulletin20 Queen Street West 2075 Kennedy Road Toronto, Ontario Toronto, Ontario M5H 3S8 M1T 3V4 416-593-8314 or Toll Free 1-877-785-1555 416-609-3800 or 1-800-387-5164 Contact

The Ontario Securities Commission

OSC Bulletin

January 4, 2013

Volume 36, Issue 1

(2013), 36 OSCB

The Ontario Securities Commission administers the Securities Act of Ontario (R.S.O. 1990, c. S.5) and the

Commodity Futures Act of Ontario (R.S.O. 1990, c. C.20)

The Ontario Securities Commission Published under the authority of the Commission by:Cadillac Fairview Tower Carswell, a Thomson Reuters businessSuite 1903, Box 55 One Corporate Plaza 20 Queen Street West 2075 Kennedy Road Toronto, Ontario Toronto, Ontario M5H 3S8 M1T 3V4

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January 4, 2013 (2013) 36 OSCB

Table of Contents

Chapter 1 Notices / News Releases ............................1 1.1 Notices ................................................................11.1.1 Current Proceedings before the Ontario Securities Commission ............................11.1.2 OSC Staff Notice 11-739 (Revised) – Policy Reformulation Table of Concordance and List of New Instruments...........................................................9 1.2 Notices of Hearing............................................11 1.2.1 Blackwood & Rose Inc. et al. – ss. 127(7), 127(8) ...........................................111.2.2 Fawad Ul Haq Khan and Khan Trading Associates Inc. carrying on business as Money Plus – ss. 60, 60.1 of the CFA ................12 1.3 News Releases .................................................16 1.3.1 OSC Adopts Amendments to Fee Model ..........................................................16 1.4 Notices from the Office of the Secretary ................................................17 1.4.1 Rezwealth Financial Services Inc. et al. .............17 1.4.2 American Heritage Stock Transfer Inc. et al..............................................................18 1.4.3 Blackwood & Rose Inc. et al. .............................19 1.4.4 Vincent Ciccone and Cabo Catoche Corp. (a.k.a. Medra Corp. and Medra Corporation) ............................................191.4.5 Northern Securities Inc. et al. .............................20 1.4.6 Fawad Ul Haq Khan and Khan Trading Associates Inc. carrying on business as Money Plus.........................................................20 1.4.7 Normand Gauthier et al. .....................................21 1.4.8 Shallow Oil & Gas Inc. et al. ...............................21 1.4.9 Global Energy Group, Ltd. et al. .........................22 1.4.10 Bernard Boily......................................................22 1.4.11 New Hudson Television LLC and James Dmitry Salganov......................................231.4.12 New Hudson Television Corporation et al. .........23 1.4.13 Knowledge First Financial Inc.............................24 1.4.14 Heritage Education Funds Inc. ...........................24 1.4.15 Colby Cooper Capital Inc. et al...........................25 1.4.16 Blackwood & Rose Inc. et al...............................25

Chapter 2 Decisions, Orders and Rulings ................27 2.1 Decisions ..........................................................27 2.1.1 HollyFrontier Corporation ...................................27 2.1.2 Sierra Metals Inc. (formerly Dia Bras Exploration Inc.) ................................................30 2.1.3 Legumex Walker Inc. .........................................32 2.1.4 Chieftain Metals Inc. ...........................................34 2.1.5 Aston Hill Asset Management Inc. et al. .............37 2.1.6 Triangle Petroleum Corporation .........................40 2.1.7 GrowthWorks Wv Management Ltd. and GrowthWorks Commercialization Fund Ltd. ............................................................422.1.8 Manulife Securities Investment Services Inc........................................................44

2.1.9 Arbor Memorial Services Inc. – s. 1(10)........................................................... 47 2.1.10 NAV Canada...................................................... 48 2.1.11 Granite Real Estate Inc. et al. ............................ 53 2.1.12 Granite Real Estate Inc. et al. ............................ 62 2.1.13 Scougall Services Limited Partnership............... 69 2.1.14 Franchise Services of North America Inc........... 72 2.1.15 Scotiabank Subordinated Notes Trust – s. 1(10)........................................................... 76 2.1.16 United Corporations Limited .............................. 77 2.1.17 Sino-Forest Corporation..................................... 81 2.2 Orders ............................................................... 882.2.1 Rezwealth Financial Services Inc. et al. – s. 127 ..................................................... 88 2.2.2 American Heritage Stock Transfer Inc. et al. – Rules 1.5.3 and 4.3 ......................... 89 2.2.3 Blackwood & Rose Inc. et al. – ss. 127(1), 127(5)........................................... 902.2.4 The Canadian Depository for Securities Limited and CDS Clearing and Depository Services Inc. – s. 144 ...................... 92 2.2.5 White Rock Capital Partners Inc. and Royal Coal Corp. – s. 144................................ 131 2.2.6 Vincent Ciccone and Cabo Catoche Corp. (a.k.a. Medra Corp. and Medra Corporation).......................................... 1332.2.7 Northern Securities Inc. et al. – s. 21.7 and 8 ................................................ 136 2.2.8 Normand Gauthier et al. – s. 127..................... 137 2.2.9 Shallow Oil & Gas Inc. et al. – ss. 127(1), 127(10)....................................... 138 2.2.10 Global Energy Group, Ltd. et al. – ss. 127, 127.1 .............................................. 139 2.2.11 Bernard Boily – s. 127...................................... 141 2.2.12 New Hudson Television LLC and James Dmitry Salganov – s. 127 ..................... 142 2.2.13 New Hudson Television Corporation et al. – ss. 127(1), 127(8)................................. 143 2.2.14 Knowledge First Financial Inc. ......................... 145 2.2.15 Heritage Education Funds Inc.......................... 147 2.2.16 Colby Cooper Capital Inc. et al. – s. 127 ........................................................... 149 2.2.17 Ellington Management Group, L.L.C. – s. 80 of the CFA........................................... 150 2.2.18 Economic Investment Trust Limited – s. 144 ........................................................... 158 2.2.19 Security Investors, LLC – s. 78(1) of the CFA....................................... 163 2.2.20 Quest Partners LLC – s. 80 of the CFA........................................... 172 2.2.21 Blackwood & Rose Inc. et al. – ss. 127(7), 127(8)......................................... 1802.3 Rulings............................................................ 181 2.3.1 State Street Global Markets, LLC – s. 38 of the Act and s. 6.1 of OSC Rule 91-502 Trades in Recognized Options......................................... 181

Table of Contents

January 4, 2013 (2013) 36 OSCB

Chapter 3 Reasons: Decisions, Orders and Rulings.....................................................1913.1 OSC Decisions, Orders and Rulings ............191 3.1.1 Shallow Oil & Gas Inc. et al. – ss. 127(1), 127(10) .......................................191 3.1.2 Global Energy Group, Ltd. et al. – s. 127............................................................202 3.2 Court Decisions, Order and Rulings............ (nil)

Chapter 4 Cease Trading Orders.............................235 4.1.1 Temporary, Permanent & Rescinding Issuer Cease Trading Orders ...........................235 4.2.1 Temporary, Permanent & Rescinding Management Cease Trading Orders ................235 4.2.2 Outstanding Management & Insider Cease Trading Orders......................................235

Chapter 5 Rules and Policies.................................. (nil)

Chapter 6 Request for Comments.......................... (nil)

Chapter 7 Insider Reporting.....................................237

Chapter 8 Notice of Exempt Financings .................461 Reports of Trades Submitted on Forms 45-106F1 and 45-501F1 ................461

Chapter 9 Legislation .............................................. (nil)

Chapter 11 IPOs, New Issues and Secondary Financings ...............................................467

Chapter 12 Registrations ...........................................481 12.1.1 Registrants .......................................................481

Chapter 13 SROs, Marketplaces and Clearing Agencies...................................483

13.1 SROs................................................................48313.1.1 MFDA – Proposed Amendments to MFDA By-Law No. 1 (Definitions), MFDA Rule 2.5.5 (Branch Manager) and MFDA Policy No. 2 – Minimum Standards for Account Supervision....................................48313.2 Marketplaces.................................................. (nil) 13.3 Clearing Agencies ..........................................49813.3.1 Notice of Approval – Variation and Restatement of the Recognition Order of the Canadian Depository for Securities Limited and CDS Clearing and Depository Services Inc. ...........................498 13.3.2 CDS – Notice of Effective Date – Technical Amendments to CDS Procedures – QST Rate Changes on CDS Forms..................................................543

Chapter 25 Other Information................................... (nil)

Index ..............................................................................545

January 4, 2013 (2013) 36 OSCB 1

Chapter 1

Notices / News Releases

1.1 Notices

1.1.1 Current Proceedings Before The Ontario Securities Commission

January 4, 2013

CURRENT PROCEEDINGS

BEFORE

ONTARIO SECURITIES COMMISSION

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

Temporary Change of Location of Ontario Securities Commission Proceedings

All hearings scheduled to be heard between November 22, 2012 and March 15, 2013 will take place at the following location:

ASAP Reporting Services Inc. Bay Adelaide Centre 333 Bay Street Suite 900 Toronto, Ontario M5H 2T4

Telephone: 416-597-0681 Telecopier: 416-593-8348

CDS TDX 76

Late Mail depository on the 19th Floor until 6:00 p.m.

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

THE COMMISSIONERS

Howard I. Wetston, Chair — HIW James E. A. Turner, Vice Chair — JEAT Lawrence E. Ritchie, Vice Chair — LER Mary G. Condon, Vice Chair — MGC Sinan O. Akdeniz — SOA James D. Carnwath — JDC Margot C. Howard — MCH Sarah B. Kavanagh — SBK Kevin J. Kelly — KJK Paulette L. Kennedy — PLK Edward P. Kerwin — EPK Vern Krishna __ VK Christopher Portner — CP Judith N. Robertson — JNR Charles Wesley Moore (Wes) Scott — CWMS

SCHEDULED OSC HEARINGS

January 7, 2013

10:00 a.m.

Ernst & Young LLP

s. 127 and 127.1

A. Clark in attendance for Staff

Panel: MGC

January 10-11, 2013

10:00 a.m.

MBS Group (Canada) Ltd., Balbir Ahluwalia and Mohinder Ahluwalia

s. 37, 127 and 127.1

C. Rossi in attendance for staff

Panel: CP

January 11, 2013

11:00 a.m.

Newer Technologies Limited, Ryan Pickering and Rodger Frey

s. 127 and 127.1

B. Shulman in attendance for staff

Panel: JEAT

January 14, 2013

9:00 a.m.

Global RESP Corporation and Global Growth Assets Inc.

s. 127

D. Ferris in attendance for Staff

Panel: JEAT

January 14, 2013

10:00 a.m.

Roger Carl Schoer

s. 21.7

C. Johnson in attendance for Staff

Panel: JEAT


January 4, 2013 (2013) 36 OSCB 2

January 14, January 16-28, January 30 –February 11 and February 13-22, 2013

10:00 a.m.

Jowdat Waheed and Bruce Walter

s. 127

J. Lynch in attendance for Staff

Panel: CP/SBK/PLK

January 15, 2013

3:00 p.m.

Nest Acquisitions and Mergers, IMG International Inc., Caroline Myriam Frayssignes, David Pelcowitz, Michael Smith, and Robert Patrick Zuk

s. 37, 127 and 127.1

C. Price in attendance for Staff

Panel: JDC/MCH

January 15, 2013

3:00 p.m.

Global Energy Group, Ltd., New Gold Limited Partnerships, Christina Harper, Vadim Tsatskin, Michael Schaumer, Elliot Feder, Oded Pasternak, Alan Silverstein, Herbert Groberman, Allan Walker, Peter Robinson, Vyacheslav Brikman, Nikola Bajovski, Bruce Cohen and Andrew Shiff

s. 37, 127 and 127.1

C. Watson in attendance for Staff

Panel: PLK/JNR

January 17, 2013

9:00 a.m.

Global Consulting and Financial Services, Crown Capital Management Corporation, Canadian Private Audit Service, Executive Asset Management, Michael Chomica, Peter Siklos (also known as Peter Kuti), Jan Chomica, and Lorne Banks

s. 127

H. Craig/C. Rossi in attendance for Staff

Panel: MGC

January 17, 2013

10:00 a.m.

Sino-Forest Corporation, Allen Chan, Albert Ip, Alfred C.T. Hung, George Ho, Simon Yeung and David Horsley

s. 127

H. Craig in attendance for Staff

Panel: MGC

January 17, 2013

10:00 a.m.

Sino-Forest Corporation, Allen Chan, Albert Ip, Alfred C.T. Hung, George Ho and Simon Yeung

s. 127


Panel: MGC

January 17, 2013

2:00 p.m.

Firestar Capital Management Corp., Kamposse Financial Corp., Firestar Investment Management Group, Michael Ciavarella and Michael Mitton

s. 127


Panel: EPK

January 18, 2013

10:00 a.m.

Oversea Chinese Fund Limited Partnership, Weizhen Tang and Associates Inc., Weizhen Tang Corp., and Weizhen Tang

s. 127 and 127.1


Panel: MGC

January 21-28 and January 30 – February 1, 2013

10:00 a.m.

Moncasa Capital Corporation and John Frederick Collins

s. 127

T. Center in attendance for Staff

Panel: EPK


January 4, 2013 (2013) 36 OSCB 3

January 23-25 and January 30-31, 2013

10:00 a.m.

Sage Investment Group, C.A.D.E Resources Group Inc., Greenstone Financial Group, Fidelity Financial Group, Antonio Carlos Neto David Oliveira, and Anne Marie Ridley

s. 127


Panel: TBA

January 28, 2013

10:00 a.m.

AMTE Services Inc., Osler Energy Corporation, Ranjit Grewal, Phillip Colbert and Edward Ozga

s. 127

C. Rossi in attendance for Staff

Panel: JEAT

February 1, 2013

10:00 a.m.

Ground Wealth Inc., Armadillo Energy Inc., Paul Schuett, Doug DeBoer, James Linde, Susan Lawson, Michelle Dunk, Adrion Smith, Bianca Soto and Terry Reichert

s. 127

S. Schumacher in attendance for Staff

Panel: MGC

February 4-11 and February 13, 2013

10:00 a.m.

Alexander Christ Doulis (aka Alexander Christos Doulis, aka Alexandros Christodoulidis) and Liberty Consulting Ltd.

s. 127

J. Feasby in attendance for Staff

Panel: VK

February 5, 2013

9:00 a.m.

Fawad Ul Haq Khan and Khan Trading Associates Inc. carrying on business as Money Plus

s. 60 and 60.1 of the CommodityFutures Act

T. Center in attendance for Staff

Panel: TBA

February 11, February 13-15, February 19-25 and February 27 – March 6, 2013

10:00 a.m.

David Charles Phillips and John Russell Wilson

s. 127

Y. Chisholm in attendance for Staff

Panel: TBA

February 14-15 and February 20, 2013

10:00 a.m.

Northern Securities Inc., Victor Philip Alboini, Douglas Michael Chornoboy and Frederick Earl Vance

s. 21.7 and 8


Panel: TBA

February 27, 2013

10:00 a.m.

Global Energy Group, Ltd., New Gold Limited Partnerships, Christina Harper, Howard Rash, Michael Schaumer, Elliot Feder, Vadim Tsatskin, Oded Pasternak, Alan Silverstein, Herbert Groberman, Allan Walker, Peter Robinson, Vyacheslav Brikman, Nikola Bajovski, Bruce Cohen and Andrew Shiff

s. 127


Panel: EPK

February 28, 2013

10:00 a.m.

Children’s Education Funds Inc.

s. 127


Panel: JEAT

March 1,2013

10:00 a.m.

Rezwealth Financial Services Inc., Pamela Ramoutar, Justin Ramoutar, Tiffin Financial Corporation, Daniel Tiffin, 2150129 Ontario Inc., Sylvan Blackett, 1778445 Ontario Inc. and Willoughby Smith

s. 127(1) and (5)

A. Heydon/Y. Chisholm in attendance for Staff

Panel : EPK


January 4, 2013 (2013) 36 OSCB 4

March 5, 2013

10:00 a.m.

New Hudson Television LLC & Dmitry James Salganov

s. 127


Panel: MGC

March 6, 2013

10:00 a.m.

Blackwood & Rose Inc., Steven Zetchus and Justin Kreller (also known as Justin Kay)

s. 127

C. Rossi in attendance for Staff

Panel: JEAT

March 13,2013

10:00 a.m.

New Found Freedom Financial, Ron Deonarine Singh, Wayne Gerard Martinez, Pauline Levy, David Whidden, Paul Swaby and Zompas Consulting

s. 127

A. Heydon/S. Horgan in attendance for Staff

Panel: JDC

March 18-25, March 27-28, April 1-5 and April 24-25, 2013

10:00 a.m.

Peter Sbaraglia

s. 127

J. Lynch in attendance for Staff

Panel: CP

March 18-25 and March 27-28, 2013

10:00 a.m.

2196768 Ontario Ltd carrying on business as Rare Investments, Ramadhar Dookhie, Adil Sunderji and Evgueni Todorov

s. 127

D. Campbell in attendance for Staff

Panel: EPK

March 21,2013

9:00 a.m.

Knowledge First Financial Inc.

s. 127


Panel: JEAT

March 21,2013

9:00 a.m.

Heritage Education Funds Inc.

s. 127


Panel: JEAT

March 25, March 27-28, April 8, April 10-12, April 17, April 19, May 13-17, May 22 and June 24-28, 2013

10:00 a.m.

Bernard Boily

s. 127 and 127.1

M. Vaillancourt/U. Sheikh in attendance for Staff

Panel: TBA

April 2, 2013

10:00 a.m.

Vincent Ciccone and Cabo Catoche Corp. (a.k.a. Medra Corp. and Medra Corporation)

s. 127

M. Vaillancourt in attendance for Staff

Panel: VK

April 8, April 10-16, April 22, April 24, April 29-30, May 6 and May 8, 2013

10:00 a.m.

Energy Syndications Inc. Green Syndications Inc. , Syndications Canada Inc., Daniel Strumos, Michael Baum and Douglas William Chaddock

s. 127

C. Johnson in attendance for Staff

Panel: TBA

April 11-22 and April 24, 2013

10:00 a.m.

Morgan Dragon Development Corp.,John Cheong (aka Kim Meng Cheong), Herman Tse, Devon Ricketts and Mark Griffiths

s. 127


Panel: EPK


January 4, 2013 (2013) 36 OSCB 5

April 15-22, April 25 – May 6 and May 8-10, 2013

10:00 a.m.

Heir Home Equity Investment Rewards Inc.; FFI First Fruit Investments Inc.; Wealth Building Mortgages Inc.; Archibald Robertson; Eric Deschamps; Canyon Acquisitions, LLC; Canyon Acquisitions International, LLC; Brent Borland; Wayne D. Robbins; Marco Caruso; Placencia Estates Development, Ltd.; Copal Resort Development Group, LLC; Rendezvous Island, Ltd.; The Placencia Marina, Ltd.; and The Placencia Hotel and Residences Ltd.

s. 127

B. Shulman in attendance for Staff

Panel: JDC

April 29 – May 6 and May 8-10, 2013

10:00 a.m.

North American Financial Group Inc., North American Capital Inc., Alexander Flavio Arconti, and Luigino Arconti

s. 127


Panel: TBA

May 9, 2013

10:00 a.m.

New Solutions Capital Inc., New Solutions Financial Corporation, New Solutions Financial (II) Corporation, New Solutions Financial (III) Corporation, New Solutions Financial (VI) Corporation and Ron Ovenden

s. 127


Panel: TBA

June 6, 2013

10:00 a.m.

New Hudson Television Corporation, New Hudson Television L.L.C. & James Dmitry Salganov

s. 127


Panel: MGC

September 16-23, September 25 –October 7, October 9-21, October 23 –November 4, November 6-18, November 20 –December 2, December 4-16 and December 18-20, 2013

10:00 a.m.

Eda Marie Agueci, Dennis Wing, Santo Iacono, Josephine Raponi, Kimberley Stephany, Henry Fiorillo, Giuseppe (Joseph) Fiorini, John Serpa, Ian Telfer, Jacob Gornitzki and Pollen Services Limited

s. 127

J, Waechter/U. Sheikh in attendance for Staff

Panel: TBA

October 15-21, October 23-29, 2013

10:00 a.m.

Normand Gauthier, Gentree Asset Management Inc., R.E.A.L. Group Fund III (Canada) LP, and CanPro Income Fund I, LP

s. 127


Panel: TBA

To be held In-Writing

Sandy Winick, Andrea Lee McCarthy, Kolt Curry, Laura Mateyak, Gregory J. Curry, American Heritage Stock Transfer Inc., American Heritage Stock Transfer, Inc., BFM Industries Inc., Liquid Gold International Corp., (aka Liquid Gold International Inc.) and Nanotech Industries Inc.

s. 127


Panel: JDC

TBA Yama Abdullah Yaqeen

s. 8(2)

J. Superina in attendance for Staff

Panel: TBA


January 4, 2013 (2013) 36 OSCB 6

TBA Microsourceonline Inc., Michael Peter Anzelmo, Vito Curalli, Jaime S. Lobo, Sumit Majumdar and Jeffrey David Mandell

s. 127

J. Waechter in attendance for Staff

Panel: TBA

TBA Frank Dunn, Douglas Beatty, Michael Gollogly

s. 127

K. Daniels in attendance for Staff

Panel: TBA

TBA MRS Sciences Inc. (formerly Morningside Capital Corp.), Americo DeRosa, Ronald Sherman, Edward Emmons and Ivan Cavric

s. 127 and 127(1)


Panel: TBA

TBA Gold-Quest International, 1725587 Ontario Inc. carrying on business as Health and Harmoney, Harmoney Club Inc., Donald Iain Buchanan, Lisa Buchanan and Sandra Gale

s. 127


Panel: TBA

TBA Gold-Quest International, Health and Harmoney, Iain Buchanan and Lisa Buchanan

s. 127


Panel: TBA

TBA Brilliante Brasilcan Resources Corp., York Rio Resources Inc., Brian W. Aidelman, Jason Georgiadis, Richard Taylor and Victor York

s. 127


Panel: TBA

TBA Paul Azeff, Korin Bobrow, Mitchell Finkelstein, Howard Jeffrey Miller and Man Kin Cheng (a.k.a. Francis Cheng)

s. 127

T. Center/D. Campbell in attendance for Staff

Panel: TBA

TBA Uranium308 Resources Inc., Michael Friedman, George Schwartz, Peter Robinson, and Shafi Khan

s. 127

H. Craig/C.Rossi in attendance for Staff

Panel: TBA

TBA FactorCorp Inc., FactorCorp Financial Inc. and Mark Twerdun

s. 127

C. Price in attendance for Staff

Panel: TBA


January 4, 2013 (2013) 36 OSCB 7

TBA York Rio Resources Inc., Brilliante Brasilcan Resources Corp., Victor York, Robert Runic, George Schwartz, Peter Robinson, Adam Sherman, Ryan Demchuk, Matthew Oliver, Gordon Valde and Scott Bassingdale

s. 127

H. Craig/C. Watson in attendance for Staff

Panel: TBA

TBA Innovative Gifting Inc., Terence Lushington, Z2A Corp., and Christine Hewitt

s. 127


Panel: TBA

TBA David M. O’Brien

s. 37, 127 and 127.1


Panel: TBA

TBA Bunting & Waddington Inc., Arvind Sanmugam, Julie Winget and Jenifer Brekelmans

s. 127


Panel: TBA

TBA Colby Cooper Capital Inc. Colby Cooper Inc., Pac West Minerals Limited John Douglas Lee Mason

s. 127


Panel: TBA

TBA Beryl Henderson

s. 127


Panel: TBA

TBA International Strategic Investments, International Strategic Investments Inc., Somin Holdings Inc., Nazim Gillani and Ryan J. Driscoll.

s. 127


Panel: TBA

TBA Majestic Supply Co. Inc., Suncastle Developments Corporation, Herbert Adams, Steve Bishop, Mary Kricfalusi, Kevin Loman and CBK Enterprises Inc.

s. 37, 127 and 127.1


Panel: TBA

TBA Juniper Fund Management Corporation, Juniper Income Fund, Juniper Equity Growth Fund and Roy Brown (a.k.a. Roy Brown-Rodrigues)

s. 127 and 127.1


Panel: TBA

TBA Crown Hill Capital Corporation and Wayne Lawrence Pushka

s. 127

A. Perschy/A. Pelletier in attendance for Staff

Panel: TBA


January 4, 2013 (2013) 36 OSCB 8

TBA Portus Alternative Asset Management Inc., Portus Asset Management Inc., Boaz Manor, Michael Mendelson, Michael Labanowich and John Ogg

s. 127

H Craig in attendance for Staff

Panel: TBA

TBA Irwin Boock, Stanton Defreitas, Jason Wong, Saudia Allie, Alena Dubinsky, Alex Khodjaiants Select American Transfer Co., Leasesmart, Inc., Advanced Growing Systems, Inc., International Energy Ltd., Nutrione Corporation, Pocketop Corporation, Asia Telecom Ltd., Pharm Control Ltd., Cambridge Resources Corporation, Compushare Transfer Corporation, Federated Purchaser, Inc., TCC Industries, Inc., First National Entertainment Corporation, WGI Holdings, Inc. and Enerbrite Technologies Group

s. 127 and 127.1

D. Campbell in attendance for Staff

Panel: TBA

TBA Systematech Solutions Inc., April Vuong and Hao Quach

s. 127


Panel: TBA

ADJOURNED SINE DIE

Global Privacy Management Trust and Robert Cranston

Livent Inc., Garth H. Drabinsky, Myron I. Gottlieb, Gordon Eckstein, Robert Topol

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


January 4, 2013 (2013) 36 OSCB 9

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

OSC STAFF NOTICE 11-739 (REVISED)

POLICY REFORMULATION TABLE OF CONCORDANCE AND LIST OF NEW INSTRUMENTS

The following revisions have been made to the Table of Concordance and List of New Instruments. A full version of the Table ofConcordance and List of New Instruments as of December 31, 2012 has been posted to the OSC Website at www.osc.gov.on.ca.

Table of Concordance

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

Reformulation

Instrument Title Status

None

New Instruments


21-706 Marketplaces’ Initial Operations and Material System Changes

Published October 4, 2012

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

Published October 11, 2012

11-737 Securities Advisory Committee Vacancies (Revised) Published October 11, 2012

33-403 The Standard of Conduct for Advisers and Dealers: Exploring the Appropriateness of Introducing a Statutory Best Interest Duty When Advice is Provided to Retail Clients

Published for comment October 25, 2012

23-103 Electronic Trading – Amendments Published for comment October 25, 2012

21-401 CSA Staff Consultation Paper – Real-Time Market Data Fees Published for comment November 8, 2012

11-320 Notice of Local Amendments – Nova Scotia and Yukon Published November 15, 2012

51-720 Issuer Guide for Companies Operating in Emerging Markets Published November 15, 2012

23-701 Electronic Trading Risk Analysis Published November 15, 2012

31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations – Amendments

Published for comment November 15, 2012

33-738 2012 OSC Annual Summary Report for Dealers, Advisers and Investment Fund Managers

Published November 22, 2012

54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer – Amendments

Commission approval published November 29, 2012

51-102 Continuous Disclosure Obligations – Amendments (tied to 54-101)

Commission approval published November 29, 2012

33-739 Termination of the Ontario Contingency Trust Fund Published December 6, 2012


January 4, 2013 (2013) 36 OSCB 10

New Instruments


91-301 Model Provincial Rules – Derivatives Product Determination and Trade Repositories and Derivatives Data Reporting

Published December 6, 2012

23-313 Blanket Orders Exempting Marketplace Participants from Certain Provisions of NI 23-103 Electronic Trading and Related OSC Staff Position


81-407 Mutual Fund Fees Published for comment December 13, 2012

13-315 Securities Regulatory Authority Closed Dates 2013 (Revised) Published December 20, 2012

23-314 Frequently Asked Questions about National Instrument 23-103 Electronic Trading


13-502 Fees – Amendments Commission approval published December 20, 2012

13-503 (Commodity Futures Act) Fees - Amendments Commission approval published December 20, 2012

45-710 Considerations for New Capital Raising Prospectus Exemptions

Published for comment December 20, 2012

For further information, contact:

Darlene Watson Project Coordinator Ontario Securities Commission 416-593-8148

January 4, 2013


January 4, 2013 (2013) 36 OSCB 11

1.2 Notices of Hearing

1.2.1 Blackwood & Rose Inc. et al. – ss. 127(7), 127(8)

IN THE MATTER OF THE SECURITIES ACT,

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

AND

IN THE MATTER OF BLACKWOOD & ROSE INC.,

STEVEN ZETCHUS AND JUSTIN KAY

NOTICE OF HEARING (Subsections 127(7) and (8) of the Securities Act)

WHEREAS on December 18, 2012, the Ontario Securities Commission (the “Commission”) issued a temporary order pursuant to subsections 127(1) and (5) of the Securities Act, R.S.O., c. S.5., as amended (the "Act"), ordering the following (the “Temporary Order”):

(a) all trading by Blackwood & Rose Inc. (“Blackwood”) shall cease;

(b) all trading by Steven Zetchus (“Zetchus”) shall cease; and

(c) all trading by Justin Kay (“Kay”) shall cease.

AND WHEREAS IT WAS FURTHER ORDEREDthat pursuant to clause 3 of subsection 127(1) of the Act, that any exemptions contained in Ontario securities law do not apply to any of Blackwood, Zetchus or Kay;

TAKE NOTICE THAT the Commission will hold a hearing pursuant to subsections 127(7) and (8) of the Act at the temporary offices of the Commission, 333 Bay Street, Suite 900, Toronto, ON, M5H 2T4 on December 31, 2012 at 10:00 a.m. or as soon thereafter as the hearing can be held;

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

(a) to extend the Temporary Order, pursuant to subsections 127(7) and (8) of the Act, until the final disposition of this matter or until such time as the Commission considers appropriate; and

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

BY REASON of the recitals set out in the Temporary Order and such allegations and evidence as counsel may advise and the Commission may permit;

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

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

DATED at Toronto this 18th day of December, 2012.

“John Stevenson” Secretary to the Commission


January 4, 2013 (2013) 36 OSCB 12

1.2.2 Fawad Ul Haq Khan and Khan Trading Associates Inc. carrying on business as Money Plus – ss. 60, 60.1 of the CFA

IN THE MATTER OF THE COMMODITY FUTURES ACT, R.S.O. 1990, c. C.20, AS AMENDED

AND

IN THE MATTER OF FAWAD UL HAQ KHAN and

KHAN TRADING ASSOCIATES INC. carrying on business as MONEY PLUS

NOTICE OF HEARING (Sections 60 and 60.1 of the Commodity Futures Act)

TAKE NOTICE THAT the Ontario Securities Commission (the "Commission") will hold a hearing pursuant to sections 60 and 60.1 of the Commodity Futures Act, R.S.O. 1990, Ch. C.20, as amended (the “CFA”) at the offices of ASAP Reporting Services Inc., Bay Adelaide Centre, 333 Bay Street, Suite 900, Toronto, ON, M5H 2T4 on February 5, 2013 at 9:00 a.m., or as soon thereafter as the hearing can be held;

AND TAKE NOTICE that the purpose of the hearing is to consider whether, in the Commission’s opinion, it is in the public interest for the Commission to make the following orders:

(a) to make an order pursuant to clause 3 of section 60(1) of the CFA that any exemptions contained in Ontario commodity futures law do not apply to the respondents permanently or for such period as is specified by the Commission;

(b) to make an order pursuant to clause 6 of section 60(1) of the CFA that the respondents be reprimanded;

(c) to make an order pursuant to clause 7 of section 60(1) of the CFA that Khan resign any position that he holds as a director or officer of an issuer;

(d) to make an order pursuant to clause 8 of section 60(1) of the CFA that Khan be prohibited from becoming or acting as a director or officer of any issuer;

(e) to make an order pursuant to clause 9 of section 60(1) of the CFA that the respondents each pay an administrative penalty for each failure to comply with Ontario commodity futures law;

(f) to make an order pursuant to clause 10 of section 60(1) of the CFA that the respondents each disgorge to the Commission any amounts obtained as a result of their noncompliance with Ontario commodity futures law;

(g) to make an order pursuant to section 60.1 of the CFA that the respondents pay the costs of the investigation and the hearing; and

(h) such other orders as the Commission considers appropriate.

BY REASON OF the allegations set out in the Statement of Allegations of Staff of the Commission dated December 19, 2012 and such additional 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, if that party attends or submits evidence at the hearing;

AND TAKE FURTHER NOTICE that upon the 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 20th day of December, 2012

“John Stevenson”


January 4, 2013 (2013) 36 OSCB 13


AND


KHAN TRADING ASSOCIATES INC. carrying on business as MONEY PLUS

STATEMENT OF ALLEGATIONS OF STAFF OF THE ONTARIO SECURITIES COMMISSION

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

I. OVERVIEW

1. This proceeding relates to unregistered trading and advising in commodity futures by Fawad Ul Haq Khan (“Khan”) and Khan Trading Associates Inc. carrying on business as Money Plus (“KTA”), in breach of the Commodity Futures Act, R.S.O. 1990, Ch. C.20, as amended (“ CFA”) and in a manner that was contrary to the public interest.

2. Staff allege that the Respondents’ course of conduct commenced in June 2006 and was ongoing as late as July 2012 (the “Material Time”).

II. THE RESPONDENTS

3. KTA is an Ontario company incorporated on November 3, 2010 under the Canada Business Corporations Act, R.S.C., 1985, c. C-44.

4. Khan is an individual residing in Mississauga, Ontario, and is one of two directors of KTA. Khan’s brother is the other director of KTA.

5. Neither Khan nor KTA have ever been registered with the Commission in any capacity.

III. UNREGISTERED ADVISING AND TRADING

The Trading School

6. Khan operates a trading school located in Mississauga, Ontario. Through radio and newspaper advertisements, as well as the Money Plus website, Khan offers to teach the public how to trade commodity futures contracts (the “contracts”), includingforeign exchange and indices. After teaching students trading strategies, Khan directs and assists his students to open tradingaccounts at specific brokerage firms where, unbeknownst to his students, he and/or KTA receive referral fees for trades made inthe accounts being referred.

7. After his students open trading accounts, Khan advises his students, and in some cases, trades on behalf of his students, without being registered, contrary to Ontario commodity futures law and contrary to the public interest.

The Brokerages

8. On April 7, 2006, Khan entered into a “Consulting Agreement for Foreign Consultant” with Global Futures Exchange & Trading Co., Inc. (“Global Futures”), an introducing brokerage firm based in California, U.S.A. Khan referred approximately 600accounts (the “Referred Accounts”) to Global Futures and the majority of these accounts realized a loss over the lifetime of theaccount. The Consulting Agreement was terminated by Global Futures effective June 30, 2011.

9. Between June 2006 and March 2011, Khan received approximately $345,000 in referral fees from Global Futures. Further, between June 2006 and June 2011, in excess of $5 million was deposited into the Referred Accounts and aggregate net losses from trading totalled in excess of $3 million.

10. On February 4, 2011, KTA entered into a “Cooperation (Brokerage) Agreement” with Mirus Futures, LLC (“Mirus”), a brokerage firm based in Illinois, U.S.A. Mirus terminated the agreement on April 5, 2012. Between September 2011 and April


January 4, 2013 (2013) 36 OSCB 14

2012, Khan referred approximately 60 accounts to Mirus and KTA received referral fees from Mirus totalling approximately $25,000.

11. In or about September 2011, KTA entered into a Referring Agreement with Forex Capital Markets Ltd. (“FXCM”), located in London, United Kingdom. As of July 2012, Khan was still acting in this capacity and being compensated by FXCM for referring clients to them. Khan referred at least 19 accounts to Mirus and KTA received referral fees from Mirus.

Unregistered Advising

12. Khan and KTA have been providing trading advice to their students, including advising students with respect to which particular contracts to buy or sell, and at which prices to do so. Khan and LTA have also been advising by exercising discretionary trading authority in the accounts of others in a number of cases (see “Unregistered Trading” below).

13. Further, Khan has instructed and invited students to follow and copy his trading. Some students follow Khan’s trading live via an audio link he provides online while others trade in person at the trading school.

14. Based on this conduct, Khan and KTA are acting as advisors without being registered in accordance with Ontario commodity futures law, in breach of subsection 22(1)(b) of the CFA.

Unregistered Trading

15. Khan has exercised discretionary trading authority in approximately 25 of the accounts of his students by obtaining a Power of Attorney (“POA”) on the account or by opening a joint trading account with the individual(s). Where Khan had a POA, he made all of the trades in the accounts and entered into agreements entitling him to share in his students’ profits, but not in the losses.

16. Based on this conduct, Khan and KTA traded in contracts without being registered in accordance with Ontario commodity futures law, in breach of subsection 22(1)(a) of the CFA.

IV. CONDUCT CONTRARY TO THE PUBLIC INTEREST

17. Khan and KTA have engaged in conduct contrary to the public interest by making statements that they knew or reasonably ought to have known were misleading or untrue while advising their students in commodity trading. In particular, Khan and KTA made the following misleading representations to their students, through advertisements, presentations and/or on Money Plus’ web site:

(a) that they would make $200 to $500 per day, as long as they followed Khan’s advice, notwithstanding the fact that his students did not make such returns;

(b) that Khan had a proven track record of generating high rates of return for his students, notwithstanding the fact that a large majority of his students sustained losses; and

(c) that Khan was an expert in day trading, notwithstanding that he has no formal securities training and has never been registered with the Commission.

18. Khan also failed to disclose his compensation arrangements with various brokerages (including Global Futures, Mirus and FXCM) to his students. In particular, his students were not aware that whether their trades generated profits or losses, Khan received the same per-trade compensation. While his students were losing the majority of their funds, unbeknownst to them, Khan was receiving referral fees from the trades made in their accounts.

19. Further, on January 5, 2010, Staff obtained a written undertaking from Khan and Money Plus undertaking “not to receive commissions from the public or trade Derivatives/Forex/ Futures/Options from the public unless registered as required and in compliance with the Commodities Futures Act”. Khan and KTA’s ongoing conduct is in contravention of the Undertaking.

V. MISLEADING THE COMMISSION

20. Khan also made statements to Staff that in a material respect and at the time and in the light of the circumstances under which the statements were made, were misleading or untrue or did not state a fact that was required to be stated or that was necessary to make the statements not misleading. In particular, Khan misled Staff about:

(a) the nature of the compensation Khan was receiving from Global Futures: Khan denied receiving compensation based on the trading of the accounts he referred when in fact he was compensated in this manner;


January 4, 2013 (2013) 36 OSCB 15

(b) the process of Khan’s students opening brokerage accounts: Khan stated that he was not involved in that process when in fact he was, and instructed students to make misrepresentations in their applications; and

(c) Khan’s success rate: Khan advised Staff that his students were successful in their trading when in fact the large majority of them sustained losses.

21. Based on this conduct, Khan and KTA have violated subsection 55(1)(a) of the CFA and engaged in conduct contrary to the public interest.

VI. CONDUCT CONTRARY TO ONTARIO COMMODITY FUTURES LAW AND CONTRARY TO THE PUBLIC INTEREST

22. Staff allege that the foregoing conduct engaged in by the Respondents constituted breaches of Ontario commodity futures law and/or was contrary to the public interest. In particular:

(a) The respondents engaged in unregistered trading and advising in commodity futures, in breach of sections 22(1)(a) and (b) of the CFA and contrary to the public interest;

(b) The respondents made misrepresentations to Staff and misled the Commission, in breach of section 55(1)(a) of the CFA and contrary to the public interest; and

(c) The respondents engaged in conduct contrary to the public interest by:

(i) making statements that they knew or reasonably ought to have known were misleading or untrue while advising in commodity trading;

(ii) failing to disclose the compensation arrangements with various brokerages to their students; and

(iii) engaging in conduct in contravention of the Undertaking.

23. The course of conduct engaged in by the Respondents as described herein compromised the integrity of Ontario’s capital markets, was abusive to Ontario’s capital markets and was contrary to the public interest.

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

Dated at Toronto this 19th day of December, 2012


January 4, 2013 (2013) 36 OSCB 16

1.3 News Releases

1.3.1 OSC Adopts Amendments to Fee Model

FOR IMMEDIATE RELEASE December 20, 2012

OSC ADOPTS AMENDMENTS TO FEE MODEL

TORONTO – The Ontario Securities Commission (OSC) today published final amendments to OSC Rules 13-502 and 13-503 and their companion policies, which set the OSC’s funding model for the next three fiscal years.

This follows careful consideration of the public feedback received on the proposal published in August 2012. In response, the OSC revised its proposal while ensuring that fees are aligned more closely with costs to the OSC in meeting its evolving regulatory responsibilities. As a result, the OSC has reduced the percentage increases in participation fees for both reporting issuers and registrants, and has removed the component of these increases designed to build a surplus.

“The OSC’s new funding model strikes the right balance between feedback from market participants and the Commission’s responsibility to respond to evolving capital market demands,” said Maureen Jensen, the OSC’s Executive Director and Chief Administrative Officer. “We have responded appropriately with a funding model that will enable us to continue to carry out our important regulatory work for the benefit of investors, while recognizing the difficult environment for market participants.”

The new fee model better aligns the fees paid by market participants with the resources employed by the OSC in regulating their activities. Under the new fee model, fees will remain unchanged or decrease for 45% of issuers and 55% of registrants.

Although the OSC acknowledges that many of the entities under its jurisdiction face difficult economic conditions, it has become increasingly more costly for securities regulators to oversee the capital markets. Additionally, enforcement actions have grown rapidly in scope and complexity, requiring more resources in order to investigate and prosecute.

The rule amendments have been delivered for approval to the Minister of Finance. If approved by the Minister of Finance by February 19, 2013, they come into force on April 1, 2013.

The new model is expected to be in effect for a three-year period, starting April 1, 2013. Copies of the proposed amendments and the OSC's response to the comments received are available on the OSC’s website: www.osc.gov.on.ca.

For media inquiries: [email protected]

Carolyn Shaw-Rimmington Manager, Public Affairs 416-593-2361

Alison Ford Media Relations Specialist 416-593-8307

For investor inquiries:

OSC Contact Centre 416-593-8314 1-877-785-1555 (Toll Free)


January 4, 2013 (2013) 36 OSCB 17

1.4 Notices from the Office of the Secretary

1.4.1 Rezwealth Financial Services Inc. et al.




AND

IN THE MATTER OF REZWEALTH FINANCIAL SERVICES INC.,

PAMELA RAMOUTAR, JUSTIN RAMOUTAR, TIFFIN FINANCIAL CORPORATION, DANIEL TIFFIN,

2150129 ONTARIO INC., SYLVAN BLACKETT, 1778445 ONTARIO INC. AND WILLOUGHBY SMITH

TORONTO – The Commission issued an Order in the above named matter which provides that;

1. the hearing date scheduled for December 19, 2012 is vacated;

2. on or before February 4, 2013, Staff shall serve and file with the Commission final written submissions with respect to alle-gations against the Respondents;

3. on or before February 11, 2013, the Respondents shall serve and file with the Commission final written submissions, if any; and

4. the hearing on the merits shall continue on March 1, 2013 at 10:00 a.m. at the office of ASAP Reporting Services Inc. at the Bay Adelaide Centre, 333 Bay Street, Suite 900, Toronto in order for the parties to make closing oral submissions, if any.

A copy of the Order dated December 17, 2012 is available at www.osc.gov.on.ca.

OFFICE OF THE SECRETARY JOHN P. STEVENSON SECRETARY







January 4, 2013 (2013) 36 OSCB 18

1.4.2 American Heritage Stock Transfer Inc. et al.




AND

IN THE MATTER OF AMERICAN HERITAGE STOCK TRANSFER INC., AMERICAN HERITAGE STOCK TRANSFER, INC.,

BFM INDUSTRIES INC., LIQUID GOLD INTERNATIONAL CORP.

(aka LIQUID GOLD INTERNATIONAL INC.), NANOTECH INDUSTRIES INC., SANDY WINICK,

ANDREA LEE MCCARTHY, KOLT CURRY, LAURA MATEYAK AND GREGORY J. CURRY

TORONTO – The Commission issued an Order in the above named matter which provides that:

(i) that pursuant to Rules 1.5.3(3) and 4.3 Staff shall effect service by sending copies of Staff’s Written Materials, not including the Exhibits, to the email addresses of Winick and Curry;

(ii) that pursuant to Rule 4.3 Staff shall advise Curry and Winick by email that the Disclosure and the Exhibits are available for pickup at the offices of the Commis-sion by counsel retained to act in this matter, subject to a written undertaking that such counsel will not remove the Disclosure or the Exhibits from Canada in any form, nor allow anyone to do so, and shall not use the Exhibits or Disclosure, nor allow them to be used, for any collateral or ulterior purpose.









January 4, 2013 (2013) 36 OSCB 19

1.4.3 Blackwood & Rose Inc. et al.




AND

IN THE MATTER OF BLACKWOOD & ROSE INC.,

STEVEN ZETCHUS AND JUSTIN KAY

TORONTO – The Office of the Secretary issued a Notice of Hearing on December 18, 2012 setting the matter down to be heard on December 31, 2012 at 10:00 a.m. to consider whether it is in the public interest for the Commission:

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

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

A copy of the Notice of Hearing dated December 18, 2012 and Temporary Order dated December 18, 2012 are available at www.osc.gov.on.ca.







1.4.4 Vincent Ciccone and Cabo Catoche Corp. (a.k.a. Medra Corp. and Medra Corporation)




AND

IN THE MATTER OF VINCENT CICCONE and CABO CATOCHE CORP.

(a.k.a. MEDRA CORP. and MEDRA CORPORATION)

TORONTO – Following the hearing held on December 19, 2012, the Commission issued an Order in the above named matter with certain provisions. The Merits Hearing will be reconvened on April 2, 2013 for the purpose of hearing oral closing submissions of Staff and Medra.









January 4, 2013 (2013) 36 OSCB 20

1.4.5 Northern Securities Inc. et al.




AND

IN THE MATTER OF NORTHERN SECURITIES INC.,

VICTOR PHILIP ALBOINI, DOUGLAS MICHAEL CHORNOBOY AND

FREDERICK EARL VANCE

AND

IN THE MATTER OF DECISIONS OF A HEARING PANEL OF THE

INVESTMENT INDUSTRY REGULATORY ORGANIZATION OF CANADA DATED

JULY 23, 2012 and NOVEMBER 10, 2012

TORONTO – The Commission issued an Order in the above named matter, which provides that (1) the Hearing and Review is scheduled for February 14, 15 and 20, 2013; and (2) pursuant to section 21.7 and subsection 8(4) of the Act, the sanctions and penalties imposed by the IIROC Hearing Panel are stayed until February 22, 2013, or further order of the Commission.








1.4.6 Fawad Ul Haq Khan and Khan Trading Associates Inc. carrying on business as Money Plus



AND


KHAN TRADING ASSOCIATES INC.

TORONTO – The Office of the Secretary issued a Notice of Hearing on December 20, 2012 setting the matter down to be heard on February 5, 2013 at 9:00 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 December 20, 2012 and Statement of Allegations of Staff of the Ontario Securities Commission dated December 19, 2012 are available at www.osc.gov.on.ca.








January 4, 2013 (2013) 36 OSCB 21

1.4.7 Normand Gauthier et al.




AND

IN THE MATTER OF NORMAND GAUTHIER,

GENTREE ASSET MANAGEMENT INC., R.E.A.L. GROUP FUND III (CANADA) LP, AND

CANPRO INCOME FUND I, LP

TORONTO – The Commission issued an Order in the above named matter which provides that:

(1) a confidential pre-hearing conference shall take place on March 7, 2013 at 10:00 a.m. or such other date or at such other time as set by the Office of the Secretary and agreed to by the parties;

(2) a confidential pre-hearing conference shall take place on August 15, 2013 at 10:00 a.m. or such other date or at such other time as set by the Office of the Secretary and agreed to by the parties; and

(3) the hearing on the merits shall commence on October 15, 2013 and will continue until October 29, 2013 except for October 22, 2013.








1.4.8 Shallow Oil & Gas Inc. et al.




AND

IN THE MATTER OF SHALLOW OIL & GAS INC., ERIC O’BRIEN,

ABEL DA SILVA, ABRAHAM HERBERT GROSSMAN also known as ALLEN GROSSMAN

and KEVIN WASH

TORONTO – The Commission issued its Reasons and Decision on Sanctions and an Order in the above noted matter.

A copy of the Reasons and Decision on Sanctions and the Order dated December 21, 2012 are available at www.osc.gov.on.ca.








January 4, 2013 (2013) 36 OSCB 22

1.4.9 Global Energy Group, Ltd. et al.




AND

IN THE MATTER OF GLOBAL ENERGY GROUP, LTD.,

NEW GOLD LIMITED PARTNERSHIPS, CHRISTINA HARPER, VADIM TSATSKIN, MICHAEL SCHAUMER, ELLIOT FEDER,

ODED PASTERNAK, ALAN SILVERSTEIN, HERBERT GROBERMAN, ALLAN WALKER,

PETER ROBINSON, VYACHESLAV BRIKMAN, NIKOLA BAJOVSKI, BRUCE COHEN AND

ANDREW SHIFF

TORONTO – Following the hearing on the merits in the above noted matter, the Commission issued its Reasons and Decision.

The Commission also issued an Order which provides that (1) the parties shall appear before the Commission on January 15, 2013, at 3:00 p.m. at the offices of ASAP Reporting Services Inc., Bay Adelaide Centre, 333 Bay Street, Suite 900, Toronto, ON, for the purpose of scheduling dates for a sanctions and costs hearing; and (2) for the sake of clarity, the Temporary Order, as it pertains to Global Energy, New Gold, Tsatskin, Harper, Groberman, Bajovski, Cohen and Shiff is extended until the conclusion of the sanctions and costs hearing.

A copy of the Reasons and Decision and the Order dated December 21, 2012 are available at www.osc.gov.on.ca.







1.4.10 Bernard Boily




AND

IN THE MATTER OF BERNARD BOILY

TORONTO – The Commission issued an Order in the above named matter which provides that (1) the dates set for the hearing on the merits of this matter which had been scheduled for November 21, 22, 23, 26, 27, 28, 29 and 30 and December 3, 5, 6, 7, 10, 11, 12, 13 and 14, 2012 be vacated; and (2) the hearing on the merits shall commence on March 25, 2013 at 10:00 a.m. and shall continue thereafter on March 27 and 28, April 8, 10, 11, 12, 17 and 19, May 13, 14, 15, 16, 17 and 22, and June 24, 25, 26, 27 and 28, 2013.









January 4, 2013 (2013) 36 OSCB 23

1.4.11 New Hudson Television LLC and James Dmitry Salganov




AND

IN THE MATTER OF NEW HUDSON TELEVISION LLC &

JAMES DMITRY SALGANOV

TORONTO – The Commission issued an Order in the above named matter which provides that the status hearing shall continue on March 5, 2013 at 10:00 a.m. or such other date and time as set by the Office of the Secretary.








1.4.12 New Hudson Television Corporation et al.




AND

IN THE MATTER OF NEW HUDSON TELEVISION CORPORATION,

NEW HUDSON TELEVISION L.L.C. & JAMES DMITRY SALGANOV

TORONTO – The Commission issued an Order in the above named matter which provides that the Amended Temporary Order is extended to June 13, 2013 at 10:00 a.m., and the hearing to consider any further extension of the Amended Temporary Order is to be held on June 6, 2013 at 10:00 a.m., or such other date and time as set by the Office of the Secretary.

A copy of the Temporary Order dated December 20, 2012 is available at www.osc.gov.on.ca.








January 4, 2013 (2013) 36 OSCB 24

1.4.13 Knowledge First Financial Inc.




AND

IN THE MATTER OF KNOWLEDGE FIRST FINANCIAL INC.

TORONTO – The Commission issued an Order in the above named matter with certain provisions pursuant to section 127 of the Act. The Temporary Order is extended to March 22, 2013 or until such further order of the Commission and the hearing is adjourned to March 21, 2013 at 9:00 a.m. for the purpose of providing the Commission with an update on the work completed by the Monitor and the Consultant and to consider whether any changes are required to the Terms and Conditions.








1.4.14 Heritage Education Funds Inc.




AND

IN THE MATTER OF HERITAGE EDUCATION FUNDS INC.

TORONTO – The Commission issued an Order in the above named matter with certain provisions pursuant to section 127 of the Act. The Temporary Order is extended to March 22, 2013 or until such further order of the Commission and the hearing is adjourned to March 21, 2013 at 9:00 a.m. for the purpose of providing the Commission with an update on the work completed by the Monitor and the Consultant and to consider whether any changes are required to the Terms and Conditions.









January 4, 2013 (2013) 36 OSCB 25

1.4.15 Colby Cooper Capital Inc. et al.




AND

IN THE MATTER OF COLBY COOPER CAPITAL INC.

COLBY COOPER INC., PAC WEST MINERALS LIMITED JOHN DOUGLAS LEE MASON

TORONTO – The Commission issued an Order in the above named matter which provides that a confidential pre-hearing conference shall take place on March 25, 2013 at 9:00 a.m. or on such other date or at such other time as set by the Office of the Secretary and agreed to by the parties.

The pre-hearing conference will be in camera.








1.4.16 Blackwood & Rose Inc. et al.

FOR IMMEDIATE RELEASE January 2, 2013



AND

IN THE MATTER OF BLACKWOOD & ROSE INC., STEVEN ZETCHUS

and JUSTIN KRELLER (also known as JUSTIN KAY)

TORONTO – The Commission issued a Temporary Order in the above named matter which provides that:

(i) the style of cause of this proceeding and the terms of the Temporary Order shall be amended to reflect that “Justin Kay” is a name used by Justin Kreller;

(ii) the Temporary Order, as amended, is extended to March 7, 2013 or until further order of the Commission; and

(iii) the hearing is adjourned until March 6, 2013 at 10:00 a.m. or such other date or time as provided by the Office of the Secretary and agreed to by the parties.

A copy of the Temporary Order dated December 31, 2012 is available at www.osc.gov.on.ca








January 4, 2013 (2013) 36 OSCB 26

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January 4, 2013 (2013) 36 OSCB 27

Chapter 2

Decisions, Orders and Rulings

2.1 Decisions

2.1.1 HollyFrontier Corporation

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – Foreign issuer applying for a "not a reporting issuer" decision – Issuer generally meets the criteria under the modified approach for foreign issuers set out in CSA Staff Notice 12-307 Applications for a Decision that an Issuer is not a Reporting Issuer – Relief granted.

Applicable Legislative Provisions

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

Citation: HollyFrontier Corporation, Re, 2012 ABASC 532

December 18, 2012

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 HOLLYFRONTIER CORPORATION

(THE FILER)

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) that the Filer is not a reporting issuer.

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

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

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

Interpretation

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

Representations

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

1. Pursuant to an agreement and plan of merger dated as of February 21, 2011 among Holly Corporation (Holly), North Acquisition, Inc. (a wholly-owned subsidiary of Holly formed for the sole purpose of effecting the Merger (as defined below)) and Frontier Oil Corporation (Frontier), Holly indirectly acquired all of the outstanding common stock of Frontier (the Merger) on July 1, 2011. Pursuant to the Merger, Frontier share-holders received 0.4811 shares of Holly common stock for each share of Frontier common stock held. As a result of the Merger, Frontier became a wholly-owned subsidiary of Holly and Holly changed its name to HollyFrontier Corporation. Subsequent to the Merger, on July 1, 2011, Frontier merged with and into the Filer, with the Filer surviving the merger. Frontier was previously a reporting issuer in Alberta and Ontario and, as a result of the Merger, the Filer became a reporting issuer in Alberta and Ontario but is not a reporting issuer in any other jurisdiction of Canada.

2. The Filer is a corporation organized and existing under the laws of Delaware.

3. The Filer is headquartered in Dallas, Texas and is an independent petroleum refiner and marketer that produces high value light products such as gasoline, diesel fuel, jet fuel and other specialty products.

4. The common stock of the Filer trades on the New York Stock Exchange (the NYSE) under the symbol "HFC" and prior to delisting, the common stock of Frontier previously traded on the NYSE under the symbol "FTO" and the common stock of Holly previously traded on the NYSE under the symbol "HOC".


January 4, 2013 (2013) 36 OSCB 28

5. The Filer is a Securities and Exchange Commission (SEC) foreign issuer that is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the U.S.Legislation). The Filer qualifies as a "SEC foreign issuer" under National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers.

6. The Filer files all continuous disclosure reports required under U.S. securities laws with the SEC on Electronic Data-Gathering Analysis and Retrieval (EDGAR), where such information is publicly available. The Filer is not in default of any reporting or other requirement under any jurisdiction of Canada or the U.S. Legislation.

7. The Filer has never been a reporting issuer in any other Canadian jurisdiction apart from Alberta and Ontario. The Filer has never publicly issued any securities in Canada other than in connection with or pursuant to the Merger.

8. The Filer is not subject to the requirement to create an issuer profile supplement on SEDI by reason that it is a "foreign issuer (SEDAR)" as defined in National Instrument 13-101 System for Electronic Document Analysis and Retrieval. The Filer has never filed a notice of election to become an electronic filer on the System for Electronic Document Analysis and Retrieval.

9. As of July 31, 2012, the Filer had 203,553,780 shares of common stock outstanding.

10. As of June 30, 2012, the Filer had the following securities outstanding:

(a) USD $286.8 million principal amount of 9.875% Senior Notes maturing June 2017 (the 9.875% Senior Notes);

(b) USD $150 million principal amount of 6.875% Senior Notes maturing November 2018 (the 6.875% Senior Notes); and

(c) USD $200 million principal amount of 8.5% Senior Notes maturing September 2016 (the 8.5% Senior Notes).

In addition, the Filer owns a 42% interest in Holly Energy Partners, L.P. (HEP). As of June 30, 2012, HEP had the following securities outstanding, which remain outstanding:

(a) USD $300 million principal amount of 6.5% Senior Notes maturing March 2020 (the 6.5% Senior Notes); and

(b) USD $150 million principal amount of 8.25% Senior Notes maturing March 2018 (the 8.25% Senior Notes).

11. Other than the foregoing, neither the Filer nor any of its subsidiaries or affiliates including HEP have any other securities outstanding.

12. The 6.875% Senior Notes and 8.5% Senior Notes were issued in a registered public offering under the Securities Act of 1933 (the 1933 Act). The 9.875% Senior Notes were issued in a private placement conducted pursuant to Rule 144A and Regulation S under the 1933 Act. These notes do not trade on any stock exchange; however, they do trade through the PORTAL Market.

13. The 6.5% Senior Notes were sold in a private placement under Rule 144A of the 1933 Act and subsequently registered. The 8.25% Senior Notes were sold in a private placement under Rules 144A and Regulation S of the 1933 Act. These notes do not trade on any stock exchange; however, they do trade through the PORTAL Market.

14. There are 561 beneficial holders of the issued common stock (Common Shares) of the Filer resident in Canada. These individuals (the Shareholders) reside throughout Canada and hold 705,592 Common Shares, representing 0.3% of Common Shares outstanding worldwide and representing 1.2% of the total number of beneficial holders of Common Shares worldwide. There are approximately 48,000 beneficial holders of Common Shares worldwide.

15. There are no beneficial holders of the issued 9.875% Senior Notes resident in Canada.

16. There is one beneficial holder of the issued 6.875% Senior Notes resident in Canada. This individual (the 6.875% Holder) resides in Ontario and holds 6.875% Senior Notes having a principal amount of $217,000 (USD), representing 0.1% of the aggregate principal amount of the 6.875% Senior Notes outstanding worldwide and repre-senting 0.3% of the total number of beneficial holders of the 6.875% Senior Notes worldwide. There are 362 beneficial holders of the 6.875% Senior Notes worldwide.

17. There are six beneficial holders of the issued 8.5% Senior Notes resident in Canada. These individuals (the 8.5% Holders) reside in Ontario and hold 8.5% Senior Notes having a principal amount of $2.7 million (USD), representing 1.4% of the aggregate principal amount of the 8.5% Senior Notes outstanding worldwide and repre-senting 0.8% of the total number of beneficial holders of the 8.5% Senior Notes worldwide. There are 758 beneficial holders of the 8.5% Senior Notes worldwide.

18. There is one beneficial holder of the issued 6.5% Senior Notes of HEP resident in Canada. This individual (the 6.5% HEP Holder) resides in


January 4, 2013 (2013) 36 OSCB 29

Ontario and holds 6.5% HEP Senior Notes having a principal amount of $380,000 (USD), repre-senting 0.1% of the aggregate principal amount of the 6.5% HEP Senior Notes outstanding worldwide and representing 0.4% of the total number of beneficial holders of the 6.5% HEP Senior Notes worldwide. There are 273 beneficial holders of the 6.5% HEP Senior Notes worldwide.

19. There is one beneficial holder of the issued 8.25% Senior Notes of HEP resident in Canada. This individual (the 8.25% HEP Holder) resides in Ontario and holds 8.25% HEP Senior Notes having a principal amount of $141,000 (USD), representing 0.1% of the aggregate principal amount of the 8.25% HEP Senior Notes out-standing worldwide and representing 0.8% of the total number of beneficial holders of the 8.25% HEP Senior Notes worldwide. There are 129 beneficial holders of the 8.25% HEP Senior Notes worldwide.

20. The 9.875% Holder, 6.875% Holder and 8.5% Holders are, collectively, the "Filer Debt Holders"and the 6.5% HEP Holder and 8.25% HEP Holder are, collectively, the "HEP Debt Holders".

21. The principal amount of debt securities of the Filer held by the Filer Debt Holders represent only 0.5% of the aggregate principal amount of the Filer's outstanding debt securities worldwide.

22. The Filer Debt Holders represent only 0.6% of the total number of beneficial holders of the Filer's issued debt securities worldwide (there are 1,121 beneficial holders of such securities).

23. The principal amount of debt securities of HEP held by the HEP Debt Holders represent only 0.1% of the aggregate principal amount of HEP's outstanding debt securities worldwide.

24. The HEP Debt Holders represent only 0.5% of the total number of beneficial holders of HEP's issued debt securities worldwide (there are 402 beneficial holders of such securities).

25. The information regarding the beneficial holders of the Filer's and HEP's securities was obtained through Broadridge Financial Solutions, Inc. (Broadridge) which conducted geographical surveys of all beneficial holders using the CUSIP identifier for each security issued by the Filer and HEP.

26. Based upon the information and diligent inquiries set out above, the Filer has concluded that residents of Canada do not:

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

(b) directly or indirectly comprise more than 2% of the total number of securityholders of the Filer worldwide.

27. No securities of the Filer, Frontier or Holly have ever been listed, traded, or quoted on a marketplace in Canada as defined in National Instrument 21-101 Marketplace Operation.

28. In the 12 months before applying for the decision, none of the Filer, Holly or Frontier has taken any steps that indicate there is a market for its securities in Canada. The Filer has no plans to seek a public offering of its securities in Canada and does not intend to have any of its securities listed or maintained on a Canadian marketplace or exchange.

29. The Filer has provided advance notice to Canadian resident securityholders in a press release that it has applied to the securities regulatory authorities for a decision that it cease to be a reporting issuer in the Jurisdictions and the Filer has not received any complaints from Canadian securityholders in connection with it no longer being a reporting issuer in any jurisdiction in Canada.

30. The Filer is not eligible to file under the simplified procedure in CSA Staff Notice 12-307 Appli-cations for a Decision that an issuer is not a Reporting Issuer (CSA Notice 12-307) as the Filer is a reporting issuer whose outstanding securities at the date hereof are beneficially owned, directly or indirectly, by more than 50 persons.

31. The Filer otherwise meets the conditions of CSA Notice 12-307 as they apply to foreign issuers.

32. The Filer is not in default of any of the requirements of the Legislation of the Juris-dictions.

33. The Filer is subject to the reporting requirements of the U.S. Legislation applicable to corporations.

34. All of the Filer's securityholders resident in each of the Jurisdictions will continue to have immediate access to the same continuous disclosure docu-ments through the EDGAR database maintained by the SEC that are currently being provided to the securities regulatory authorities in each of the Jurisdictions.

35. The Filer undertakes to concurrently deliver to its Canadian securityholders, all disclosure docu-ments the Filer would be required under U.S. securities law or exchange requirements to deliver to U.S. resident securityholders.


January 4, 2013 (2013) 36 OSCB 30

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 Filer is deemed to have ceased to be a reporting issuer.

“Blaine Young” Associate Director, Corporate Finance

2.1.2 Sierra Metals Inc. (formerly Dia Bras Exploration Inc.)

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – National Instrument 51-102 Continuous Disclosure Obligations, s. 13.1 – National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, s. 4.5 – National Instrument 52-110 Audit Committees, s. 8.1 – National Instrument 58-101 Disclosure of Corporate Governance Practices, s. 3.1 – General – Filer seeks relief from the requirement in s. 1.1 definition of “venture issuer”, that a reporting issuer not have any of its securities listed or quoted on a marketplace outside of Canada and the United States of America, in order to become listed on the Risk Capital Segment of the Lima Stock Exchange Segmento de Capital de Riesgo da la Bolsa de Valores de Lima) (the Exchange).

Applicable Legislative Provisions

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

National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, s. 8.6.

National Instrument 52-110 Audit Committees, s. 8.1. National Instrument 58-101 Disclosure of Corporate

Governance Practices, s. 3.1.

December 18, 2012

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 SIERRA METALS INC.

FORMERLY DIA BRAS EXPLORATION INC. (the “Filer”)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction (the “Legislation”) for relief from the requirement in the definition of "venture issuer" in section 1.1 of each of National Instrument 51-10

Documents

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