IMAX Corporation et al. - s. 144(1)

Headnote

Application by issuer for variation of management and insider cease trade order previously issued in accordance with OSC Policy 57-603 Defaults by Reporting Issuers in Complying with Financial Statement Filing Requirements (the "MCTO Policy") to reflect recent changes to the officers, directors or insiders of the issuer since the date of the previous order.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 6(3), 127, 144.

Policies Cited

OSC Policy 57-603 Defaults by Reporting Issuers in Complying with Financial Statement Filing Requirements.

National Policy 12-202 Revocation of a Compliance-Related Cease Trade Order.

IN THE MATTER OF

THE SECURITIES ACT,

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

(the "Act")

AND

IN THE MATTER OF

CERTAIN DIRECTORS, OFFICERS AND INSIDERS OF

IMAX CORPORATION

(BEING THE PERSONS AND COMPANIES LISTED

IN SCHEDULE "A" HERETO)

ORDER

(Subsection 144(1))

WHEREAS on April 16, 2007, a Director (the "Director") of the Ontario Securities Commission (the "Commission") made an order under paragraph 2 and paragraph 2.1 of subsection 127(1) of the Act that all trading in and all acquisitions of securities of IMAX Corporation (the "Corporation"), whether direct or indirect, by any of the persons and companies listed in Schedule "A" annexed thereto (the "Respondents") shall cease, until two business days following the receipt by the Commission of all filings the Corporation is required to make pursuant to Ontario securities law (the "IMAX MCTO");

AND WHEREAS the Director made the IMAX MCTO following an application by the Corporation under OSC Policy 57-603 -- Defaults by Reporting Issuers in Complying with Financial Statement Filing Requirements (the "MCTO Policy");

AND WHEREAS the Corporation has now made an application (the "Application") to vary the IMAX MCTO to reflect recent changes to the class of persons and companies who are officers, directors or insiders of the Corporation since the date of the IMAX MCTO and who therefore, in accordance with the MCTO Policy, should be covered by the IMAX MCTO;

AND UPON considering the Application and the recommendation of Staff;

AND UPON the Corporation having represented to the Commission that:

1. The Corporation is a reporting issuer in the Province of Ontario.

2. On March 29, 2007, the Corporation issued and subsequently filed on SEDAR a press release disclosing that it would delay the release of its annual report on Form 10-K for the year ended December 31, 2006 (the "2006 Form 10-K") which includes: (i) audited consolidated financial statements for such period, prepared in accordance with United States generally accepted accounting principles ("GAAP"), together with the Canadian GAAP reconciliation and other information required by Part 4 of National Instrument 52-107; and (ii) management's discussion and analysis ("MD&A") for such period prepared in accordance with Item 303 of Regulation S-K under the United States Securities Exchange Act of 1934, as amended (the "1934 Act").

3. On April 16, 2007, the Director issued the IMAX MCTO following an application by the Corporation under the MCTO Policy and in response to the failure by the Corporation to file the 2006 Form 10-K by the prescribed deadline under Ontario securities law, namely April 2, 2007.

4. On July 20, 2007, the Corporation issued and subsequently filed on SEDAR a press release disclosing that the Corporation had completed its restatement of financial results covering 2002 through 2005. The Corporation subsequently filed its 2006 Form 10-K and Form 10-Q for the first quarter of fiscal 2007.

5. On October 5, 2007, the Corporation issued and subsequently filed on SEDAR a press release disclosing that the Corporation's management and the audit committee of the board of directors had determined to restate financial statements relating to the Corporation's accounting for certain terms of real estate leases for its owned and operated theatres and corporate facilities, with most of the income statement impact being from 1997 -- 2002. The Corporation's management and the audit committee concluded that the Corporation's prior-filed financial statements on Forms 10-K and 10-Q should not be relied upon until the financial statements are restated, which the Corporation expected to occur within 35 days. The October 5, 2007 press release further disclosed that the Corporation plans to file a Form 10-K/A for fiscal 2006 to amend its Annual Report on Form 10-K for 2006, which was filed on July 20, 2007. The Corporation plans to file a Form 10-Q/A to amend its Form 10-Q filings for the first and second quarters of 2007 for the same reason. In addition, the Company's Forms 10-K/A and 10-Q/A will include certain additional and enhanced narrative disclosure in response to comments received by the Company from the U.S. Securities and Exchange Commission. The October 5, 2007 press release stated that expected restatement impacts are preliminary and subject to change as a result of any adjustment or modification resulting from the process of preparing and filing the Company's Forms 10-K/A and 10-Q/A.

6. The IMAX MCTO has not lapsed in accordance with its terms but remains in force.

7. At the time of the original application for the IMAX MCTO, in April 2007, the Corporation represented that each of the Respondents named in the IMAX MCTO is, or was, at some time since the end of the period covered by the last financial statements filed by the Corporation, namely September 30, 2006, a director, officer or other insider of the Corporation and during that time had, or may have had, in the ordinary course access to or received material information with respect to the Corporation that has not been generally disclosed.

8. Since the date of the IMAX MCTO, there have been certain changes to the class of persons and companies that, in the opinion of the Corporation, come within the definition of "Defaulting Management and Other Insiders" as described in the MCTO Policy. In accordance with its undertaking, the Corporation has advised the Commission of these changes, and now requests that the IMAX MCTO be varied to reflect such changes.

9. The Corporation believes that, since the date of the IMAX MCTO, the following persons and companies have come within the definition of "Defaulting Management and Other Insiders" and accordingly should be named as additional respondents in the IMAX MCTO:

Name	Title
	____________________
Mr. Joseph	Chief Financial
Sparacio	Officer

(collectively, the "Additional Respondent").

10. The Additional Respondent is an officer and insider of the Corporation and therefore has had, or may have had, access to material information with respect to the Corporation that has not been generally disclosed.

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

IT IS ORDERED under paragraph 2 of subsection 127(1) of the Act and under section 144 of the Act that the list of Respondents appended to the IMAX MCTO as Schedule "A" is varied to include the Additional Respondent, as that term is defined in this Order.

IT IS FURTHER ORDERED under subsection 127(2) of the Act that IMAX shall post a copy of this order prominently on its website at http://www.imax.com.

DATED at Toronto, this 24th day of October, 2007.

Ontario Securities Commission

Schedule "A"