Proceedings

IN THE MATTER OF THE SECURITIES ACT,
R.S.O. 1990, CHAPTER S.5, AS AMENDED (the "Act")

AND

IN THE MATTER OF
MACDONALD OIL EXPLORATION LTD.,
MACDONALD MINES EXPLORATION LTD.,
MARIO MIRANDA AND FRANK SMEENK

STATEMENT OF ALLEGATIONS OF
STAFF OF THE ONTARIO SECURITIES COMMISSION

Staff of the Ontario Securities Commission make the following allegations:

A.The Respondents

(i)MacDonald Oil

1.MacDonald Oil is a junior resource issuer currently focussed on oil and gas exploration opportunities in Cuba. Its principal asset is a 15% interest in an exploration licence relating to a block of land ("Block 22") in Cuba.

2.MacDonald Oil was continued under the Business Corporations Act (Ontario) (the "OBCA") in April 1997. Its head office is located in Ontario.

3.MacDonald Oil was, at all material times since December 1995, a reporting issuer in Ontario. Effective October 2, 2000, MacDonald Oil became a Tier 3 issuer on the Canadian Venture Exchange ("CDNX").

4.MacDonald Mines and Smeenk, among others, founded MacDonald Oil in 1994.

(ii)MacDonald Mines

5.MacDonald Mines was, at all material times, a reporting issuer in Ontario and certain other provinces. Its common shares (the "Mines Shares") are listed and quoted for trading on CDNX.

6.MacDonald Mines was, at all material times until August 2000, a shareholder of MacDonald Oil.


(iii)Smeenk

7.Smeenk was, at all material times, a director of MacDonald Oil and, until July 12, 2000, chairman of the board of directors of MacDonald Oil (the "MacDonald Oil Board"). From November 24, 1994 until January 20, 1995 and again from May 15, 1997 until July 12, 2000, he was MacDonald Oil's president and chief executive officer ("CEO").

8.From February 1993 to October 1997, Smeenk was the president and CEO of MacDonald Mines. At all material times, he has been a director of MacDonald Mines and, since October 1997, he has been the chairman of MacDonald Mines' board of directors.

(iv)Miranda

9.From January 1998 to July 12, 2000, Miranda was a director and the treasurer and chief financial officer ("CFO") of MacDonald Oil.

10.From June 1996 until October 1997, Miranda was the CFO of MacDonald Mines and, since October 1997, he has been the president and CEO of MacDonald Mines. Since January 1998, he also has been a director of MacDonald Mines.

B.Prior Proceedings

11.On June 8, 1999, MacDonald Oil commenced a securities exchange take-over bid (the "Prior Offer") for all of the outstanding common shares (the "Bresea Shares") of Bresea Resources Ltd. The OSC and the AlbertaSecurities Commission (the "ASC") issued temporary cease-trade orders (the "Temporary Orders") in respect of the Prior Offer shortly before its scheduled expiry time on July 12, 1999. The Temporary Orders were subsequently extended and amended, pending a hearing by the OSC and ASC to consider whether permanent orders in respect of the Prior Offer should be issued. Following the hearing, the OSC and ASC issued permanent orders (the "Permanent Orders"), which, among other things, cease-traded the Prior Offer and directed that trading cease in Bresea Shares by MacDonald Oil, MacDonald Mines, Smeenk, Miranda and certain others (collectively, the "Prior Respondents") until, among other things, the Prior Respondents established to the satisfaction of the Executive Directors of the OSC and ASC that all Bresea Shares tendered to the Prior Offer had been withdrawn by, or returned to, their owners.

12.In October 1999, MacDonald Oil made an application (the"Application") to the OSC and ASC for:

(a)a variation previously supported by Staff (the "Requested Variation") of the Permanent Orders; and

(b)exemptive relief (the "Requested Exemptions") to enable it to proceed with a new securities exchange take-over bid (the "Proposed Offer") for the Bresea Shares.

13.In November 1999, Staff advised MacDonald Oil that Staff had concerns about whether MacDonald Oil and its directors, officers and principal shareholders had been complying with Ontario securities law and that these concerns needed to be resolved before Staff would be in a position to determine whether to recommend that the OSC and ASC grant the Requested Exemptions. Staff also asked that MacDonald Oil provide certain information addressing these concerns.

14.(a)Since November 1999, MacDonald Oil has cooperated with Staff and has provided information to Staff in response to Staff's initial request and follow-up requests.

(b)On February 11, 2000 all terms of the Permanent Orders had been met except the Requested Variation.

15.On March 31, 2000, Staff provided a further response to the Application by delivering a memorandum (the "Staff Memorandum") describing in detail Staff's views, based upon information available at that time, regarding possible instances of non-compliance by MacDonald Oil, MacDonald Mines, Miranda and Smeenk with Ontario securities law.

16.In August 2000, MacDonald Oil advised Staff that:

(a)the Staff Memorandum had received extensive review by management of MacDonald Oil;

(b)in addition to taking steps to regularize past filing obligations, MacDonald Oil had undertaken numerous changes including procedural changes, personnel changes, by-law changes and policy changes in order to make every reasonable effort to ensure proper regulatory compliance and ensure that all regulatory filings and other requirements would be maintained on an up-to-date basis;

(c)for various reasons, the Requested Exemptions were no longer required; and

(d)accordingly, MacDonald Oil wished to proceed with that aspect of the Application relating to the Requested Variation.

17.On October 13, 2000, the OSC and ASC issued orders granting the Requested Variation (the "Variation Orders").

18.On December 21, 2000, MacDonald Oil commenced a new offer to acquire all of the outstanding Bresea Shares (the "New Offer"). The New Offer is scheduled to expire on January 18, 2001.

19.In response to concerns expressed by staff of the OSC, ASC, British Columbia Securities Commission and the Commission des valeurs mobiliäres du Quäbec (collectively, the "Commissions") regarding certain disclosure in the take-over bid circular relating to the New Offer (the "New Circular"), MacDonald Oil disseminated a Notice of Change dated January 5, 2001 (the "Notice of Change") containing, among other things, the following disclosure:

"The proposed sponsor of MacDonald Oil and its take-over bid for Bresea, Jones Gable & Co. Ltd. ("Jones Gable"), has recently come under investigation by the Alberta Securities Commission for non-compliance with Alberta securities law. Although Jones Gable is not registered as a securities dealerin Alberta, it has approximately 98 accounts with Alberta addresses. Jones Gable has had accounts with Alberta addresses since 1984 without being registered as a securities dealer in Alberta. After being apprised of the requirement to be registered in Alberta in order to carry on a brokerage business in Alberta, Jones Gable agreed not to deal with Alberta residents until properly registered and agreed to apply for registration in Alberta. The Alberta Securities Commission has powers similar to the powers of the Ontario Securities Commission described in the foregoing paragraphs. The investigation of Jones Gable's conduct is not yet complete. Jones Gable may be subjected to certain sanctions as a result of such conduct. In addition, Jones Gable may also be considered by the Canadian Venture Exchange to be unacceptable to be the sponsor for MacDonald Oil and its take-over bid and, accordingly, the Exchange may not accept a sponsorship report from Jones Gable."

"An officer and director of the proposed sponsor, Donald M. Ross, has recently come under investigation by the Alberta Securities Commission for non-compliance with Alberta securities law. In late December 1999, Mr. Ross and members of his family directly or indirectly acquired beneficial ownership of, or the power to exercise control or direction over, more than 10% of the outstanding shares of Scaffold Connection Corporation through the facilities of the Toronto Stock Exchange. Mr. Ross issued a press release and filed an insider report with the Ontario Securities Commission. However, he did not make a similar filings with the Alberta Securities Commission. Subsequently from February 9, 2000 to March 22, 2000, Mr. Ross made additional purchases (12,000 shares) and sales (16,500 shares) resulting in net sales of 4,500 of shares of that company. A second insider report was filed with the Ontario Securities Commission on behalf of Mr. Ross (while he was hospitalized in the United States as a result of a major car accident); however, that report was deficient and was not rectified until August 2000. The investigation of Mr. Ross' conduct is not yet complete. The Alberta Securities Commission has powers similar to the powers of the Ontario Securities Commission described in the foregoing paragraph. Mr. Ross may be subject to certain sanctions as a result of such conduct. Policies of the Canadian Venture Exchange prohibit officers and directors of Exchange members who are directors of listed companies from putting themselves in an actual or perceived conflict of interest situation."

"Another proposed director of the Corporation, Thomas F. Bugg, has also recently come under investigation by the Alberta Securities Commission for non-compliance with Alberta securities law. Insider trading reports filed by Mr. Bugg with securities regulatory authorities in 1998 and 1999 contained errors on several occasions or were not filed; other filings may also have been neglected by Mr. Bugg. He subsequently filed an amended insider trading report. The Alberta Securities Commission has powers similar to the powers of the Ontario Securities Commission described in the foregoing paragraphs. The investigation of Mr. Bugg's conduct is not yet complete. Mr. Bugg may be subjected to certain sanctions as a result of his conduct."

20.The Notice of Change also provided disclosure that Donald A. Ross had determined that he would not seek or accept a nomination to the MacDonald Oil Board.

C.Insider Reports and Early Warning Reports

21.MacDonald Mines has represented to Staff that the following table sets forth all transactions in common shares of MacDonald Oil (the "Shares"), warrants to purchase Shares (each warrant entitling the holder to purchase one Share, a "Warrant") and options to purchase Shares (each option entitling the holder to acquire one Share, an "Option") since MacDonald Oil became a reporting issuer in Ontario that gave rise to a filing requirement either under sections 101 and/or 107 of the Act applicable to MacDonald Mines. Aggregate holdings are reported, post-transaction, on an undiluted basis and on a partially-diluted basis (allowing only for the exercise of those Warrants or Options held by MacDonald Mines).

Date
Transaction Details
Reporting Obligation
95-12-20
Aggregate holdings on date MacDonald Oil became a reporting issuer: 1,842,055 Shares and 2,500,000 Warrants (18.4% undiluted and 34.7% partially diluted)
Initial insider report

96-12-24
Disposed of 2,500,000 Warrants. Aggregate holdings: 1,842,055 Shares (18.4% undiluted and partially diluted)
Insider report
97-5-23
Acquired and immediately exercised 1,000,000 Warrants. Aggregate holdings: 2,842,055 Shares (17.2% undiluted and partially diluted)
Insider report
Early warning report

97-6-27
Agreed to sell 2,800,000 Shares. Net aggregate beneficial holdings: 42,055 Shares (0.25% undiluted and partially diluted)
Insider report
99-4-15
Acquired 1,692,603 Shares and 1,692,603 Warrants. Aggregate holdings: 1,734,658 Shares and 1,692,603 Warrants (7.4% undiluted and 13.6% partially diluted)
Insider report
Early warning report

99-7-8
Disposed of 30,000 Shares. Aggregate holdings: 1,704,658 Shares and 1,692,603 Warrants (7.3% undiluted and 13.5% partially diluted)
Insider report
00-3-1
Acquired 1,692,603 Shares upon exercise of Warrants. Aggregate holdings: 3,397,261 Shares (13.5% undiluted and partially diluted)
Insider report
Early warning report
00-8-2
Agreed to dispose of 3,397,261 Shares. Net aggregate beneficial holdings: 0 (0% undiluted and partially diluted)
Insider report
22.In respect of six transactions effected between December 1995 and July 1999, MacDonald Mines failed to file timely insider reports, or filed inaccurate insider reports, contrary to section 107 of the Act.

23.On at least three occasions between May 1997 and March 2000, MacDonald Mines contravened subsections 101(1) or (2) of the Act, by failing to issue and file on a timely basis news releases ("Early Warning Releases") and/or failing to file reports ("Early Warning Reports") containing the information prescribed by the Act and/or regulation made under the Act (the "Regulation").

24.On two occasions, MacDonald Mines acquired beneficial ownership of Shares or securities convertible into Shares in circumstances where the prohibition upon such acquisitions and offers set out in subsection 101(3) of the Act (the "Early Warning Moratorium") applied.

25.On November 23, 1999 MacDonald Mines filed an omnibus insider report in respect of six reportable transactions that occurred between 1995 and 1999.

26.On July 20, 2000 MacDonald Mines filed an omnibus Early Warning Report and an omnibus Early Warning Release in respect of reportable transactions that occurred between 1997 and 2000.

27.MacDonald Mines has represented to Staff that it has now:

(a)filed complete and accurate insider reports in respect of all transactions giving rise to a reporting obligation to which it is subject under section 107 of the Act; and

(b)filed complete and accurate Early Warning Releases and Early Warning Reports in respect of all transactions giving rise to early warning disclosure requirements to which it became subject under section 101 of the Act (the "Early Warning Disclosure Requirements").

28.Smeenk has represented to Staff that the following table sets forth all transactions in Shares, Warrants and Options since MacDonald Oil became a reporting issuer in Ontario that gave rise to a filing requirement under sections 101 and/or 107 of the Act applicable to Smeenk. Aggregate holdings are reported on an undiluted basis and on a partially-diluted basis (allowing only for the exercise of those Warrants and Options held by Smeenk).

Date
Transaction Details
Reporting Obligation
95-12-20
At the time MacDonald Oil became a reporting issuer, Smeenk held 1,163,148 Shares, 60,000 Warrants and 380,000 Options (aggregate holdings: 11.6% undiluted and 15.3% partially diluted)
Initial insider report
[Note corporate records are unclear as to whether 180,000 of these Options were granted on 95-7-31 or 96-7-31]
97-1-27
Acquired 30,000 Shares upon exercise of Warrants. Aggregate holdings: 1,193,184 Shares, 30,000 Warrants and 380,000 Options (8.0% undiluted and 10.5% partially diluted)
Insider report
Early warning report
97-6-1
30,000 Warrants expired unexercised. Aggregate holdings: 1,193,184 Shares and 380,000 Options (7.2% undiluted and 9.3% partially diluted)
Insider report
97-6-27
Agreed to sell 1,200,000 Shares, subject to certain conditions. Aggregate holdings: 1,193,148 Shares and 380,000 Options (7.2% undiluted and 9.3% partially diluted) subject to an agreement to sell 1,200,000 Shares
Insider report

98-1-15
Acquired 200,000 Options. Aggregate holdings: 1,193,148 Shares and 580,000 Options (7.2% undiluted and 10.3% partially diluted) subject to an agreement to sell 1,200,000 Shares
Insider report

98-6-1
Reacquired beneficial ownership of 1,200,000 Shares. Aggregate holdings: 1,193,148 Shares and 580,000 Options (6.9% undiluted and 9.9% partially diluted)
Insider report

98-6-2
Acquired 600,000 Options. Aggregate holdings: 1,193,148 Shares and 1,180,000 Options (6.9% undiluted and 12.8% partially diluted)
Insider report
Early warning report
98-6-6
Acquired 400,000 Shares upon exercise of Options and then sold 400,000 Shares. Aggregate holdings: 1,193,148 Shares and 780,000 Options (6.6% undiluted and 10.4% partially diluted)
Insider report

99-2-16
Acquired 800,000 Shares and 800,000 Warrants. Aggregate holdings: 1,993,148 Shares, 800,000 Warrants and 780,000 Options (10.6% undiluted and 17.6% partially diluted)
Insider report
Early warning report
99-6-2
200,000 Options expired unexercised. Aggregate holdings: 1,993,148 Shares, 800,000 Warrants and 580,000 Options (8.5% undiluted and 13.6% partially diluted)
Insider report
99-8-31
Acquired 500,000 Options. Aggregate holdings: 1,993,148 Shares, 800,000 Warrants and 1,080,000 Options (8.5% undiluted and 15.3% partially diluted)
Insider report

99-9-15
Disposed of 420,000 Warrants. Aggregate holdings: 1,993,148 Shares, 380,000 Warrants and 1,080,000 Options (8.5% undiluted and 13.9% partially diluted)
Insider report
99-11-15
Disposed of 800,000 Shares. Aggregate holdings: 1,193,148 Shares, 380,000 Warrants and 1,080,000 Options (5.1% undiluted and 10.7% partially diluted)
Insider report
00-3-1
Acquired 20,000 Warrants and exercised 400,000 Warrants. Aggregate holdings: 1,593,148 Shares and 1,080,000 Options (5.8% undiluted and 9.4% partially diluted)
Insider report

00-3-24
Exercised 300,000 Options. Aggregate holdings: 1,893,148 Shares and 780,000 Options (6.9% undiluted and 9.4% partially diluted)
Insider report
00-6-1
200,000 Options expired unexercised. Aggregate holdings: 1,893,148 Shares and 580,000 Options (6.9% undiluted and 8.7% partially diluted)
Insider report
00-6-21
200,000 Options expired unexercised. Aggregate holdings: 1,893,148 Shares and 380,000 Options (6.9% undiluted and 8.0% partially diluted)
Insider report
00-8-2
Agreed to sell 693,148 Shares. Aggregate beneficial holdings: 1,200,000 Shares and 380,000 Options (4.3% undiluted and 5.6% partially diluted)
Insider report
00-10-31
Returned 500,000 Shares to treasury for cancellation. Net aggregate holdings: 700,000 Shares and 380,000 Options (12.6% undiluted and 3.8% partially diluted)
Insider report
29.In respect of twelve transactions effected between December 1995 and September 1999, Smeenk either failed to file timely insider reports or filed inaccurate insider reports, contrary to section 107 of the Act.

30.On at least three occasions between January 1997 and February 1999, Smeenk failed to comply with the Early Warning Disclosure Requirements, by failing to issue and file Early Warning Releases and/or failing to file Early Warning Reports on a timely basis.

31.On at least six occasions between January 1998 and March 2000, Smeenk acquired, or offered to acquire, beneficial ownership of Shares or securities convertible into Shares in circumstances where the Early Warning Moratorium applied, contrary to subsection 101(3) of the Act.

32.On November 17, 1999 Smeenk filed an omnibus insider report in respect of a number of reportable transactions that occurred between 1995 and 1999.

33.On July 20, 2000 Smeenk filed an omnibus Early Warning Report and an omnibus Early Warning Release in respect of reportable transactions that occurred between 1998 and 2000.

34.Smeenk has represented to Staff that he has now:

(a)filed complete and accurate insider reports in respect of all transactions giving rise to a reporting obligation to which he became subject under section 107 of the Act; and

(b)filed complete and accurate Early Warning releases and Early Warning Reports in respect of all transactions giving rise to Early Warning Disclosure Requirements to which he became subject under section 101 of the Act.

35.Miranda has represented to Staff that the following table sets forth all transactions in securities of MacDonald Oil since it became a reporting issuer that gave rise to a filing requirement under sections 101 and/or 107 of the Act applicable to Miranda. Aggregate holdings are reported on a post-transaction, undiluted basis and on a partially-diluted basis (allowing only for the exercise of those Warrants and Options held by Miranda).

Date
Transaction Details
Reporting Obligation
96-12-08
Acquired 100,000 Options. Aggregate holdings: 100,000 Options (0% undiluted and 1.0% partially diluted)
Insider report
98-1-15
Acquired 200,000 Options. Aggregate holdings: 300,000 Options (0% undiluted and 1.8% partially diluted)
Insider report
98-5-15
Acquired 100,000 Shares upon exercise of Options and disposed of 100,000 Shares. Aggregate holdings: 200,000 Options (0% undiluted and 1.2% partially diluted).
Insider report
98-6-2
Acquired 200,000 Options. Aggregate holdings: 400,000 Options (0% undiluted and 2.3% partially diluted)
Insider report
99-6-21
200,000 Options expired unexercised. Aggregate holdings: 200,000 Options (0% undiluted and 1.1% partially diluted)
Insider report
99-8-1
Acquired 400,000 Options. Aggregate holdings: 600,000 Options (0% undiluted and 3.2% partially diluted)
Insider report
36.In respect of six transactions effected between December 1996 and August 1999, Miranda failed to file timely insider reports, or filed inaccurate insider reports, contrary to section 107 of the Act.

37.On November 24, 1999 Miranda filed omnibus insider reports in respect of a number of reportable transactions that occurred between 1996 and 1999.

38.Miranda has represented to Staff that he has now filed complete and accurate insider reports in respect of all transactions giving rise to a reporting obligation to which he became subject under section 107 of the Act.

D.Disclosure in Rights Offering Circulars

39.On June 27, 1997, Cubacan Exploration Ltd. ("Cubacan") issued and filed a news release and material change report disclosing that:

(a)it had agreed to acquire from MacDonald Mines and Smeenk approximately 25% of the outstanding Shares, subject to completion of due diligence and regulatory approval (the "Private Purchase Agreement");

(b)it had agreed to appoint Smeenk to its board of directors and that Allan Kent ("Kent"), Cubacan's CEO, would join the MacDonald Oil Board; and

(c)it had entered into tentative agreements with MacDonald Oil to consolidate their operations in Cuba and have Cubacan provide technical and operational support to MacDonald Oil.

40.On the same date, MacDonald Oil issued, but did not file, a news release disclosing similar information, except that the news release issued by MacDonald Oil did not indicate that completion of the Private Purchase Agreement was subject to due diligence and regulatory approval.

41.Immediately prior to the execution of the Private Purchase Agreement, MacDonald Mines and Smeenk were MacDonald Oil's two largest shareholders, holding approximately 17.2% and 7.2% of the outstanding Shares respectively on an undiluted basis and 17.2% and 9.3% respectively on a partially-diluted basis. To the best of the respondents' knowledge, the next largest shareholder at that time, Golden Shield Resources (Nassau) Ltd., held less than 3% of the Shares on a partially-diluted basis.

42.On July 18, 1997, MacDonald Oil filed a circular (the "1997 Rights Offering Circular") relating to the proposed offering (the "1997 Rights Offering") to its existing holders of Shares of rights to acquire Shares and Warrants. The 1997 Rights Offering expired on September 3, 1997.

43.The 1997 Rights Offering Circular stated, among other things, that:

"2. To the knowledge of the Directors of MacDonald Oil, there has been no transfer of shares which has materially affected the control of MacDonald Oil since the date of the last Annual General Meeting [i.e., April 1997].

3. Except as disclosed in this Rights Offering circular, there have been no material changes in the circumstances of MacDonald Oil since November 30, 1996, the date of the quarterly report for the nine months ending September 30, 1996."

44.The 1997 Rights Offering Circular disclosed that Kent had become a director of MacDonald Oil but did not disclose that:

(a)MacDonald Oil had entered into a tentative agreement with Cubacan to jointly develop MacDonald Oil's sole asset, Block 22; or

(b)Cubacan had agreed to acquire beneficial ownership of approximately 25% of the outstanding Shares pursuant to the Private Purchase Agreement.

45.MacDonald Oil did not file a material change report with the OSC in respect of the events referred to in paragraph 39 until December 1999, after Staff indicated to MacDonald Oil that such events appeared to constitute a material change that should have been disclosed in a material change report and in the 1997 Rights Offering Circular.

46.MacDonald Oil failed to disclose in the 1997 Rights Offering Circular that:

(a)MacDonald Oil's two largest shareholders had agreed, subject to due diligence and regulatory approval, to sell substantially all of their interest in MacDonald Oil, representing approximately 25% of the outstanding Shares, to Cubacan; and

(b)MacDonald Oil and Cubacan had entered into a tentative agreement to jointly develop MacDonald Oil's sole asset, Block 22.

47.MacDonald Oil acted contrary to the public interest when it failed to disclose the information referred to in paragraphs 46(a) and (b) above in the 1997 Rights Offering Circular.

48.On March 22, 1999, MacDonald Oil filed a circular (the "1999 Rights Offering Circular") relating to the proposed offering (the "1999 Rights Offering") to existing holders of its Shares of rights to acquire Shares and Warrants.

49.The 1999 Rights Offering Circular disclosed that MacDonald Oil intended to use the net proceeds of the 1999 Rights Offering (expected to be approximately $253,000) for working capital and exploration on Block 22. The 1999 Rights Offering Circular also stated that, since the date of MacDonald Oil's last annual meeting, its directors were not aware of any transfer of Shares materially affecting its control.

50.MacDonald Oil's interim financial statements for the three months ended February 28, 1999, disclosed that it had cash resources of US$ 1,759 and a deficit of US$ 512,521.

51.In order to fund the transaction costs of the 1999 Rights Offering, MacDonald Oil effected a private placement of Shares and Warrants, on the same terms provided for in the 1999 Rights Offering, to Smeenk in February 1999.

52.The 1999 Rights Offering expired on April 15, 1999. On the expiry date, MacDonald Mines exercised an over-subscription privilege under the 1999 Rights Offering to acquire 1,692,603 units not otherwise subscribed for, for approximately $101,556. In the aggregate, MacDonald Oil issued 4,683,952 Shares and 4,683,952 Warrants for gross proceeds of approximately $281,000.

53.To induce MacDonald Mines to exercise the over-subscription privilege, MacDonald Oil purchased 1,418,002 common shares of MacDonald Mines (the "Mines Shares") from Northfield Capital Corporation ("Northfield Capital"), a corporation of which Smeenk was a director, at a cost of approximately $141,800 so that Northfield Capital would subscribe for Mines Shares and warrants to purchase Mines Shares.

54.MacDonald Oil failed to disclose to holders of Shares ("MacDonald Oil Shareholders") prior to the expiry of the 1999 Rights Offering that it intended to spend approximately 50% of the proceeds of the 1999 Rights Offering to buy securities of a related party in order to induce that related party to exercise its over-subscription privilege, rather than using the proceeds for working capital, as it had disclosed in the 1999 Rights Offering Circular.

55.MacDonald Oil acted contrary to the public interest when it failed to disclose the information referred to in paragraph 54 above to MacDonald Oil Shareholders prior to the expiry of the 1999 Rights Offering.

E.OSC Policy 5.2 - Junior Resource Issuers

56.At all material times, MacDonald Oil was subject to OSC Policy 5.2 - Junior Resource Issuers, which became a deemed rule in March 1997 (the "Deemed Rule").

(i)Issuance of Options

57.From time to time, MacDonald Oil has remunerated its directors and officers by issuing Options to them. MacDonald Oil has represented to Staff that the following table sets out all of the transactions in which Options were issued to directors or officers of MacDonald Oil.

Date
Transaction Details
Exercise Price
Subsequent Treatment
95-7-31
200,000 Options expiring 00-6-1 issued to Russell Martel ("Martel")
$0.20
Exercised on 00-5-11
95-7-31
200,000 Options expiring 00-6-1 issued to A.D.G. Reid ("Reid")
$0.20
Cancelled 99-8-18
95-7-31
200,000 Options expiring 00-6-1 issued to Smeenk
$0.20
Expired on 00-6-1
95-7-31
200,000 Options expiring 00-6-1 issued to Michael K. Cohen
$0.20
Cancelled 97-3-6
95-7-31
200,000 Options expiring 00-6-1 issued to Thomas J. Pladsen
$0.20
Exercised
95-7-31
200,000 Options expiring 00-6-1 issued to Paul R. Ankcorn
$0.20
Exercised
95-7-31
180,000 Options expiring 01-5-1 issued to Martel
$0.20
Exercised on 00-5-11
[Note that there is some uncertainty as to whether these Options were issued on 95-7-31 or 96-7-31]
95-7-31
180,000 Options expiring 01-5-1 issued to Reid
$0.20
Cancelled 99-8-18
[Note that there is some uncertainty as to whether these Options were issued on 95-7-31 or 96-7-31]
95-7-31
180,000 Options expiring 01-5-1 issued to Smeenk
$0.20
180,000 Options outstanding
[Note that there is some uncertainty as to whether these Options were issued on 95-7-31 or 96-7-31]
96-12-8
500,000 Options expiring 01-12-1 issued to James Podruski
$0.20
Cancelled 97-7-20
96-12-8
100,000 Options expiring 01-12-1 issued to Miranda
$0.20
Cancelled 00-10-10
97-3-27
50,000 Options expiring 00-4-1 issued to Sheila Martin
$0.40
Cancelled
97-3-27
950,000 Options expiring 00-4-1 issued to James Podruski in trust for employees
$0.40
Cancelled
97-4-21
500,000 Options expiring 01-12-1 issued to A.D. de Werth
$0.17
Cancelled 97-8-13
98-1-15
200,000 Options expiring 02-1-15 issued to Kent
$0.10
Exercised on 98-5-26
98-1-15
200,000 Options expiring 02-1-15 issued to Miranda
$0.10
100,000 exercised on 98-5-15; exercise price reset to $0.20 for remaining 100,000 effective 00-5-2; 100,000 cancelled 00-10-10
98-1-15
200,000 Options expiring 02-1-15 issued to Smeenk
$0.10
Exercise price reset to $0.20 effective 00-5-2
98-1-15
50,000 Options expiring 02-1-15 issued to Sheila Martin
$0.10
Cancelled
98-6-2
200,000 Options expiring 99-6-1 granted to Kent
$0.08
Expired on 99-6-1
98-6-2
200,000 Options expiring 99-6-1 granted to Miranda
$0.08
Expired on 99-6-1
98-6-2
600,000 Options expiring 99-6-1 granted to Smeenk
$0.08
400,000 Options exercised on 98-6-6; 200,000 Options expired on 99-6-1
99-8-30
200,000 Options expiring 00-6-21 granted to Kent
$0.08
Exercise price reset to $0.20 on 00-5-2, expired 00-6-21
99-8-30
200,000 Options expiring 00-6-21 granted to Kent
$0.06
Exercise price reset to $0.20 on 00-5-2, expired 00-6-21
99-8-30
200,000 Options expiring 00-6-21 granted to Miranda
$0.08
Exercise price reset to $0.20 on 00-5-2, expired 00-6-21
99-8-30
200,000 Options expiring 00-6-21 granted to Miranda
$0.06
Exercise price reset to $0.20 on 00-5-2, expired 00-6-21
99-8-30
200,000 Options expiring 00-6-21 granted to Smeenk
$0.08
Exercise price reset to $0.20 on 00-5-2, expired 00-6-21
99-8-30
300,000 Options expiring 00-6-21 granted to Smeenk
$0.06
300,000 Options exercised on 00-2-28
00-2-29
200,000 Options expiring 00-6-21 granted to Cudney
$0.08
Exercise price reset to $0.20 on 00-5-2, expired 00-6-21
00-2-29
75,000 Options expiring 00-6-21 granted to Driedger
$0.06
Exercise price reset to $0.20 on 00-5-2, expired 00-6-21
00-2-29
200,000 Options expiring 00-6-21 granted to Sanderson
$0.08
Exercise price reset to $0.20 on 00-5-2, expired 00-6-21
58.At various times, MacDonald Oil had more than 10% of its then issued and outstanding Shares, calculated on an undiluted basis, reserved for issue upon the exercise of Options granted to its directors and officers.

59.MacDonald Oil contravened section 17.4 of the Deemed Rule when it:

(a)issued Options having exercise prices below the prescribed minimum exercise price of $0.20 specified in the Deemed Rule; and

(b)issued Options in circumstances when the total number of Shares reserved for issue upon the exercise of all of the outstanding Options granted to directors and officers exceeded 10% of its then issued and outstanding Shares calculated on an undiluted basis.

60.Pursuant to agreements entered into between MacDonald Oil and each holder of Options outstanding as of May 2, 2000 (the "Outstanding Options"), each Outstanding Option was repriced to provide for an exercise price of $0.20.

(ii)Financial Assistance

61.Pursuant to a private agreement entered into in February 1999 with MacDonald Oil and approved by theMacDonald Oil Board concurrently with the approval of the 1999 Rights Offering, Smeenk subscribed for 600,000 units, consisting of 600,000 Shares and 600,000 Warrants at a purchase price of $0.06 per unit. The purchase price equalled the price per unit provided for in the 1999 Rights Offering. MacDonald Oil and Smeenk have represented to Staff that the purpose of this transaction was to provide financial assistance to MacDonald Oil and, in particular, to provide it with funds to defray the anticipated transaction costs associated with the 1999 Rights Offering.

62.MacDonald Oil contravened section 18.1 of the Deemed Rule in permitting an insider to acquire Shares at a purchase price per Share below the prescribed minimum price of $0.20 per Share specified in the Deemed Rule.

(iii)Bonus for Loan

63.In June 1998, MacDonald Oil issued 100,000 Shares (having a value of $10,000) to Genoil Inc. ("Genoil") as a bonus for a loan provided to it by Genoil.

64.MacDonald Oil contravened section 12.1 of the Deemed Rule and contravened sections 25 and 53 of the Act by:

(a)issuing bonus Shares at an issue price per Share below the minimum issue price of $0.20 prescribed by the Deemed Rule; and

(b)effecting a distribution of securities for which prospectus and registration exemptions were not available.

(iv)Issuance of Shares for Debt

65.In January 1998, MacDonald Oil issued 222,920 Shares to Russell Martel ("Martel") prior to his resignation as a director of MacDonald Oil in order to obtain his resignation and in order to settle debts aggregating approximately $22,290 owed by MacDonald Oil to companies Martel controlled.

66.MacDonald Oil contravened section 13.1 of the Deemed Rule by issuing Shares in settlement of a debt:

(a)at an issue price per Share below the minimum price of $0.20 prescribed by the Deemed Rule; and

(b)without obtaining disinterested shareholder approval of the proposed transaction.

(v)Management Compensation

67.MacDonald Oil paid compensation to its management for management and professional services (indirectly through their management companies) in amounts aggregating:

(a)US $12,603 for management services in the fiscal year ended August 31, 1996;
(b)US $26,916 for management and US $13,555 for professional services in the fiscal year ended August 31, 1997;
(c)US $6,706 for management and US $18,352 for professional services in the fiscal year ended August 31, 1998;
(d)US $39,730 for management and US $28,200 for professional services in the fiscal year ended August 31, 1999; and
(e)US $16,326 for management services in the fiscal year ended August 31, 2000.

68.MacDonald Oil contravened section 17.1 of the Deemed Rule in paying an aggregate of more than $2,000 per month to its management in the fiscal years ended August 31, 1997, 1998 and 1999 without obtaining the Director's approval pursuant to section 17.2 of the Deemed Rule.

F.Other Filing Requirements: Financial Statements, Proxy Materials and Reports of Exempt Trades

69.MacDonald Oil contravened sections 77 and 78 of the Act in failing to file the following financial statements on a timely basis:

Annual statements for the year ended August 31, 1997
Interim statements for the period ended February 28, 1998
Interim statements for the period ended November 30, 1998
Annual statements for the year ended August 31, 1998

70.In April 1997, MacDonald Oil held an annual meeting of Shareholders (the "1997 Meeting"). It did not file the information circular and form of proxy (collectively, the "1997 Proxy Materials") sent to Shareholders in connection with the 1997 Meeting until September 15, 2000.

71.Miranda and Smeenk did not comply with section 112 of the OBCA by failing to file the 1997 Proxy Materials on a timely basis.

72.The MacDonald Oil Board did not convene an annual meeting of Shareholders between April 9, 1997 and May 4, 2000.

73.Miranda and Smeenk did not comply with section 94 of the OBCA by failing to have the MacDonald Oil Board call an annual meeting of Shareholders within fifteen months after the 1997 Meeting took place.

74.Each of MacDonald Mines, Miranda and Smeenk contravened section 53 of the Act (the "Prospectus Requirement") in effecting trades in securities of MacDonald Oil without satisfying all of the requirements of section 72 of the Act, which requirements apply to certain trades in previously issued securities acquired pursuant to certain exemptions from the Prospectus Requirement.

G.Prior Offer for Bresea

75.MacDonald Oil contravened Ontario securities law in disseminating to Bresea Shareholders a take-over bid circular (the "Prior Circular") that did not comply with the disclosure requirements in Ontario securities law applicable to securities exchange take-over bids.

76.MacDonald Oil took up Bresea Shares in circumstances where it knew that Temporary Orders were being sought by Staff and, if the Temporary Orders were made on that day, it would not be able to pay for the tendered Bresea Shares within the three day period prescribed by Ontario securities law and the terms of the Prior Offer.

77.Smeenk instructed the depositary for the Prior Offer to take up Bresea Shares on MacDonald Oil's behalf in circumstances where he knew that Temporary Orders were being sought by Staff and, if the Temporary Orders were made on that day, MacDonald Oil would not be able to pay for the tendered Bresea Shares within the three day period prescribed by Ontario securities law and the terms of the Prior Offer.

78.MacDonald Oil acted contrary to the public interest in taking up Bresea Shares in the circumstances described in paragraph 76 above and Smeenk acted contrary to the public interest by instructing the depositary for the Prior Offer to take up Bresea Shares on MacDonald Oil's behalf in the circumstances described in paragraph 77 above.

79.Such additional allegations as Staff may make and as the Commission may permit.

January 9th, 2001.