Securities Law & Instruments

IN THE MATTER OF

THE SECURITIES ACT

R.S.O. 1990, CHAPTER S.5, AS AMENDED (THE "Act")

AND

IN THE MATTER OF

THE ASSIGNMENT OF CERTAIN POWERS AND DUTIES

OF THE ONTARIO SECURITIES COMMISSION

Amendment of Assignment

(Subsection 6(3))

WHEREAS:

1. On April 12, 1999, pursuant to subsection 6(3) of the Act, the Ontario Securities Commission ("the Commission") issued an assignment (the "April Assignment") assigning certain of its powers and duties under the Act to each "Director" as that term is defined in subsection 1(1) of the Act, acting individually;

2. On September 7, 1999 and on February 15, 2000, pursuant to subsection 6(3) of the Act, the Commission amended the April Assignment (the April Assignment as so amended being referred to as the "Assignment");

3. Paragraph 2 of the Assignment provides, in part, that:

Pursuant to subsection 6(3) of the Act, the Commission assigns to each Director, acting individually, the powers and duties vested in or imposed upon the Commission by:

(k) paragraph 2 of subsection 127(1) of the Act and subsections 127(2), (3), (5), (7), (8) and (9) of the Act, but only in respect of trading in securities of a reporting issuer (a "Defaulting Reporting Issuer") that has failed to file an annual report in accordance with the requirements of subsection 81(2) of the Act or financial statements, auditor's reports thereon or interim financial statements required to be filed under Part XVIII of the Act, including, without limitation, the powers of the Commission to make one or more of the following:

  • (i) an order that all trading in securities of the Defaulting Reporting Issuer cease, either permanently, or for such period as is specified in the order; and
  • (ii) an order (a "Management and Insider Cease Trade Order") that trading in securities of the Defaulting Reporting Issuer by persons or companies identified in the Management and Insider Cease Trade Order as Defaulting Management and Other Insiders cease, either permanently, or, for such period as is specified in the Management and Other Insiders Cease Trade Order, where, for this purpose, Defaulting Management and Other Insiders means one or more persons or companies who:
    • (a) are directors, officers or insiders of the Defaulting Reporting Issuer during the period the Defaulting Reporting Issuer is in default of the Financial Statement Filing Requirement; or
    • (b) were directors, officers or insiders of the Defaulting Reporting Issuer during the period covered by the annual report or financial statements which are the subject of the default."

4. The Commission wishes to change the meaning of Defaulting Management and Other Insiders, so that it has the same meaning as in Commission Policy 57-603 Defaults by Reporting Issuers in Complying with Financial Statement Filing Requirements , which was adopted by the Commission on April 17, 2001.

NOW THEREFORE the Assignment is amended by deleting subclause (k)(ii) of paragraph 2 and substituting therefore the following:

(ii) an order (a "Management and Insider Cease Trade Order") that trading in securities of the Defaulting Reporting Issuer by persons or companies identified in the Management and Insider Cease Trade Order as Defaulting Management and Other Insiders cease, either permanently, or, for such period as is specified in the Management and Insider Cease Trade Order, where, for this purpose, Defaulting Management and Other Insiders has the same meaning as in Commission Policy 57-603 Defaults by Reporting Issuers in Complying with Financial Statement Filing Requirements.

April 27, 2001.

Paul Moore, Robert W. Korthals