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 Subsection 127(5))
WHEREAS it appears to a Director of the Ontario Securities Commission (the “Director”) that:
1. Bennett Environmental Inc. (“BEI”) is incorporated under the Canada Business Corporations Act and is a reporting issuer in the Province of Ontario.
2. Each of the persons and companies listed in Schedule “A” (individually, a “Respondent” and collectively, 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 other 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 annual consolidated financial results for 2003 and 2004 and related interim financial statements from those periods (the 2003 and 2004 Restated Financial Statements).
4. As a result of this restatement, BEI did not file its annual financial statements (and related management’s discussion and analysis) for the year ended December 31, 2005 by the prescribed deadline under Ontario securities law, namely March 31, 2006 (together with the 2003 and 2004 Restated Financial Statements, the Disclosure Documents).
AND WHEREAS the Director is of the opinion that it is in the public interest to make this order;
AND WHEREAS the Director is of the opinion that the length of time required to conclude a hearing could be prejudicial to the public interest;
IT IS ORDERED pursuant to paragraph 2 of subsection 127(1) and subsection 127(5) of the Act that, effective immediately, all trading, whether direct or indirect, by any of the Respondents in securities of BEI shall cease for a period of 15 days from the date of this order.
DATED at Toronto , this 10th day of April, 2006.
Ontario Securities Commission
“John Hughes “
Manager, Corporate Finance
Allan G. Bulckaert
Michael B. McSweeney
James J. Blanchard
Pierre B. Meunier