IN THE MATTER OF THE SECURITIES ACT
R.S.O. 1990, C S.5, AS AMENDED
IN THE MATTER OF
DISCOVERY BIOTECH INC.
GRAYCLIFF RESOURCES INC.
Subsection 127(1) & 127(5)
WHEREAS it appears to the Commission:
- Discovery Biotech Inc. ("Discovery") is an Ontario Corporation with offices in Toronto and Burlington, Ontario;
- Graycliff Resources Inc. ("Graycliff") is an Ontario Corporation with offices in Toronto, Ontario;
- The sales of Discovery common shares are being effected by persons who are the employees or agents of Discovery and/or Graycliff;
- Common Shares of Discovery are being sold to members of the public in reliance upon Rule 45-501, which allows for exempt distributions;
- Agents or employees of Discovery and/or Graycliff are making prohibited representations respecting the future value of Discovery common shares and the future listing of Discovery shares;
- The sales of Discovery common shares are being made in breach of sections 25 and 53 of the Securities Act, R.S.O. 1990 c.S.5;
AND WHEREAS the Commission is of the opinion that the time required to conclude a hearing could be prejudicial to the public interest;
AND WHEREAS by Commission Order made March 9, 2001, pursuant to section 3.5(3) of the Act, any one of David A. Brown, Howard Wetston or Paul Moore, acting alone, is authorized to make orders under section 127 of the Act;
AND WHEREAS the Commission is of the opinion that it is in the public interest to make this order;
IT IS ORDERED pursuant to subsection 127(1) of the Act that all trading by Discovery and its agents and employees and by Graycliff and its agents and employees in Discovery common shares shall cease;
IT IS FURTHER ORDERED that pursuant to subsection 127(6) of the Act this order shall take effect immediately and shall expire on the fifteenth day after its making unless extended by order of the Commission.
Dated at Toronto this 4th day of June, 2003