Proceedings

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IN THE MATTER OF THE SECURITIES ACT
R.S.O. 1990, c. S.5, AS AMENDED

AND

IN THE MATTER OF
KINGSHIP CAPITAL CORPORATION, 2389401 ONTARIO INC., KENNETH WHITE, DAVID HOPPS, STUART MCKINNON and PRO-FINANCIAL ASSET MANAGEMENT INC.

NOTICE OF REQUEST FOR A HEARING AND REVIEW
BY KINGSHIP CAPITAL CORPORATION, 2389401 ONTARIO INC., KENNETH WHITE, AND DAVID HOPPS STUART MCKINNON and PRO-FINANCIAL ASSET MANAGEMENT INC.



MccCarthy Tetrault LLP
Suite 5300, Toronto Dominion Bank Tower
Toronto ON M5K 1E6

Rene Sorell
Tel: 416 601-7947

Shane C. D’Souza
Tel: 416 601-8013
Fax: 416 868-0673

Lawyers for the Applicants

TO: John P. Stevenson
Secretary to the Commission
Ontario Securities Commission
P.O. Box 56, Suite 1903
20 Queen Street West
Toronto, Ontario, M5H 3S8

AND TO: Derek Ferris
Staff of the Ontario Securities Commission
20 Queen Street West, 22nd Floor
Toronto, ON M5H 3S8

THE APPLICANTS Kingship Capital Corporation (“KCC”), 2389401 Ontario Inc. (“238 Inc.”), Kenneth White (“Mr. White”), and David Hopps (“Mr. Hopps”) (collectively, the “KCC Parties”), Stuart McKinnon (“Mr. McKinnon”) and Pro-Financial Asset Management Inc. (“PFAM”) REQUEST A DE NOVO HEARING AND REVIEW by the Ontario Securities Commission (the “Commission”), pursuant to section 8(2) of the Securities Act, R.S.O. 1990, c. S.5, as amended (the “Act”), at such time and place as the Commission may advise, of a decision by the Director of the Compliance and Registrant Regulation Branch (“CRR”) rendered on February 10, 2014 (the “Decision”).

The Applicants ARE DIRECTLY AFFECTED BY THE DECISION.

The Applicants REQUEST:

1. An Order pursuant to section 8(2) of the Act approving the KCC Transaction and the notices provided by KCC and 238 Inc. pursuant to Part 11 of National Instrument 31-103, Registration Requirements, Exemptions and Ongoing Registrant Obligations (“NI 31-103”); and

2. Such further and other relief as the Applicants may advise or the Commission deems just.

THE GROUNDS FOR REVIEW ARE AS FOLLOWS:

3. The KCC Parties have entered into agreements to fund and purchase the contracts of PFAM’s investment funds (the “Pro-Index Funds”) through the “KCC Transaction”.

4. To consummate the KCC Transaction, the KCC Parties have made various regulatory applications including notices filed on October 22, KCC and 238 Inc. (the “Notices”) under Part 11 of NI 31-103 with respect to the KCC Transaction and the acquisition of control of KCC by 238 Inc.

5. The Decision disapproves the Notices.

6. The Applicants are entitled to a de novo hearing.

7. The errors in the Decision are the conclusions reached therein, including as to:

(a) Mr. Hopps’ ability and willingness to fund KCC, which was never canvassed with him in direct dialogue;

(b) whether Mr. White has the appropriate experience so that KCC can manage the Pro- Index Funds;

(c) whether KCC’s historical compliance record makes it contrary to the public interest to approve the KCC Transaction; and

(d) whether, in light of PFAM’s historical compliance record, it is contrary to the public interest to approve the KCC Transaction if Mr. McKinnon plays a significant role in KCC after the transaction is consummated.

8. Section 8 of the Act, and Part II of NI 31-103.

9. Sections 2, 5, 15, 23 and 25.0.1 of the Statutory Powers and Procedure Act, R.S.O. 1990, c. S.22.

10. Such further and other grounds as the Applicants may advise or the Commission may deem just.

THE FOLLOWING EVIDENCE will be used at the hearing of the review:

11. The Decision.

12. The Notices, and correspondence exchanged between the KCC Parties and CRR through counsel and all other evidence considered by the CRR Director.

13. The documentary and viva voce evidence of the Applicants.

14. Such further evidence as the Applicants may suggest and the Commission may allow.

March 12, 2014

" Rene Sorell "
McCarthy Tetrault LLP
Suite 5300, Toronto Dominion Bank Tower
Toronto ON M5K 1E6

Rene Sorell
Tel: 416 601-7947

Shane C. D’Souza
Tel: 416 601-8013
Fax: 416 868-0673

Lawyers for the Applicants

TO: Secretary
Ontario Securities Commission

20 Queen Street West
Toronto, Ontario, M5H 3S8

AND TO: Derek Ferris
Staff of the Ontario Securities Commission
20 Queen Street West, 22nd Floor
Toronto, ON M5H 3S8