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R.S.O. 1990, c. S.5, AS AMENDED (the "Act")

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(Paragraph 127(1)2 and Subsection 127(5))

      WHEREAS it appears to a Director of the Ontario Securities Commission (the "Director") that:

  1. Hollinger Canadian Newspapers, Limited Partnership (the "Partnership") is established under the laws of Ontario and is a reporting issuer in the Province of Ontario.
  2. Each of the individuals and entities 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 the Partnership, namely September 30, 2003, a director, officer or insider of the Partnership and during that time had, or may have had, access to material information with respect to the Partnership that has not been generally disclosed.
  3. On May 6, 2004, the Partnership issued and filed on SEDAR a press release disclosing that it will not be in a position to file its annual financial statements (and related Management's Discussion & Analysis) for the year ended December 31, 2003, its interim financial statements (and related Management's Discussion & Analysis) for the three months ended March 31, 2004 or its Annual Information Form on a timely basis as prescribed by Ontario securities law.
  4. The Partnership has failed to file its interim statements (and interim Management's Discussion & Analysis related thereto) for the three-month period ended March 31, 2004 as required to be filed under Ontario securities law on or before May 15, 2004, and has not filed such statements as of the date of this order.
  5. The Partnership further failed to file its annual financial statements (and annual Management’s Discussion & Analysis related thereto) and its Annual Information Form for the year ended December 31, 2003 by the required filing date under Ontario securities law, namely May 19, 2004.
  6. An indirect wholly-owned subsidiary of Hollinger International Inc. ("HLR") is the general partner of a limited partnership which, through wholly-owned subsidiaries, holds the majority of the units of the Partnership and the general partner interest in the Partnership.
  7. HLR is currently engaged in a strategic process as described in the material change report of HLR dated November 27, 2003 (the "Strategic Process"). The Strategic Process has been commenced by the board of directors of HLR and is being conducted through HLR's financial advisor, Lazard Frères & Co. LLC, to pursue a range of alternative strategic transactions for HLR. The Strategic Process may involve the sale or reorganization of all or a part of HLR's business and other possible transactions by means that may include asset sales, share sales or a merger, amalgamation, arrangement, business combination or other reorganization.

      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 the Respondents in the securities of the Partnership, with the exception of any trade in securities of the Partnership contemplated by or in connection with any transaction directly or indirectly resulting or arising from the Strategic Process, shall cease for a period of 15 days from the date of this order.

DATED at Toronto, this 21st day of May, 2004.

Ontario Securities Commission

"John Hughes"
John Hughes

Schedule "A"

Amiel Black, Barbara
Atkinson, Peter Y.
Babick, Donald
Black, Conrad M. (Lord)
Boultbee, J. A.
Calvert, Robert G.
Colson, Daniel W.
Cowan, Charles G.
Creasey, Frederick A.
Creighton, Bruce
Dodd, J. David
Dubin, Charles
Duckworth, Claire F.
Healy, Paul B.
Hollinger Canadian Newspapers (2003) Co.
Hollinger Canadian Newspapers G.P. Inc.
Hollinger Canadian Publishing Holdings Co.
Kipnis, Mark
Lane, Peter K.
Loye, Linda
Paris, Gordon
Radler, F. David
Rohmer, Richard, OC, QC
Ross, Sherrie L.
Samila, Tatiana
Steele, Harry
Stevenson, Mark
Strother, Sarah