IN THE MATTER OF THE SECURITIES ACT
R.S.O. 1990, c. S.5, AS AMENDED (the “Act”)
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IN THE MATTER OF
CERTAIN DIRECTORS, OFFICERS AND INSIDERS OF
BENNETT ENVIRONMENTAL INC.
(BEING THE PERSONS AND COMPANIES
LISTED IN SCHEDULE “A” HERETO)
(Paragraph 127(1)2 and 2.1)
WHEREAS on April 10, 2006, each of the persons and companies listed in Schedule “A” (individually, a “Respondent” and collectively, the “Respondents”) was notified that the Director made an order (the “Temporary Order”) that day under paragraph 2 of subsection 127(1) and subsection 127(5) of the Act that the Respondents cease trading in any securities of Bennett Environmetal Inc. (“BEI”) for a period of 15 days from the date of Temporary Order;
AND WHEREAS the Respondents were notified that a hearing would be held to determine if it would be in the public interest to make an order under paragraph 2 and paragraph 2.1 of subsection 127(1) of the Act that the Respondents cease trading in and acquisitions of any securities of BEI permanently or for such period as is specified in the order;
AND WHEREAS the hearing was held on the 24 th day of April, 2006;
AND UPON hearing the following evidence:
1. BEI is incorporated under the Canada Business Corporations Act and is a reporting issuer in the Province of Ontario.
2. Each of the Respondents is, or was, at some time since the end of the period covered by the last financial statements filed by BEI, namely September 30, 2005, a director, officer or insider of BEI and during that time had, or may have had, in the ordinary course access to material information with respect to BEI that has not been generally disclosed.
3. On March 6, 2006, BEI issued and subsequently filed on SEDAR a press release disclosing that BEI will restate its financial results for 2003 and 2004. The press release further indicated that the previously filed financial statements of BEI for such periods, including the related interim financial statements, should not be relied upon.
4. BEI further failed to file its annual financial statements for the year ended December 31, 2005 as required to be filed under Ontario securities law on or before March 31, 2006.
5. As of the date of this order, BEI has not restated the financial results for such prior periods and has not filed its annual financial statements for the year ended December 31, 2005.
AND WHEREAS the Commission is of the opinion that it is in the public interest to make this order;
IT IS ORDERED under paragraph 2 and paragraph 2.1 of subsection 127(1) of the Act that all trading in and acquisitions of securities of BEI, whether direct or indirect, by any of the Respondents cease until two business days following the receipt by the Commission of all filings BEI is required to make pursuant to Ontario securities laws.
DATED at Toronto , this 24th day of April, 2006.
“Paul M. Moore”
Paul M. Moore, Vice Chair
Suresh Thakrar, Commissioner
Allan G. Bulckaert
Michael B. McSweeney
James J. Blanchard
Pierre B. Meunier