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 FIRESTAR CAPITAL MANAGEMENT CORP.,
KAMPOSSE FINANCIAL CORP., FIRESTAR INVESTMENT MANAGEMENT
GROUP, MICHAEL CIAVARELLA AND MICHAEL MITTON

- AND -

IN THE MATTER OF AN ESCROW AGREEMENT ENTERED INTO AMONG
ARMISTICE RESOURCES LTD., EQUITY TRANSFER SERVICES INC AND IMM
INVESTMENTS INC.

ORDER
(Subsections 127 and 127(1))



    WHEREAS on December 21, 2004, the Ontario Securities Commission (the “Commission”) issued a Notice of Hearing pursuant to sections 127 and 127.1 of the Securities Act, R.S.O. 1990, c. S.5, as amended (the “Act”) in connection with a Statement of Allegations filed by Staff of the Commission (“Staff”);

    AND WHEREAS Michael Ciavarella entered into a settlement agreement with Staff on May 17, 2011 (the “Settlement Agreement”) in which the Respondent agreed to a proposed settlement commenced by the Notice of Hearing dated May 16, 2011, subject to the approval of the Commission;

    AND WHEREAS upon reviewing the Settlement Agreement, the Notice of Hearing, the Statement of Allegations, and upon hearing the submissions from counsel for the Respondent and from Staff and being of the opinion that it was in the public interest to make an order concluding proceedings involving Michael Ciavarella, the Commission approved the settlement agreement and made certain consequential orders;

    AND WHEREAS proceedings against the other Respondents (namely, Firestar Capital Management Corp., Kamposse Financial Corp., Firestar Investment Management Group and Michael Mitton) remain outstanding;

    AND WHEREAS on June 22, 2005, Armistice Resources Ltd., Equity Transfer Services Inc. (the “Escrow Agent”) and IMM Investments Inc. (the “Security Holder”) entered into an Escrow Agreement (the “Escrow Agreement”) marked as Appendix “A” to this Order;

    AND WHEREAS the said Escrow Agreement was entered into as a condition of Staff recommending the revocation of a cease trade order issued by the Commission on June 6, 2003;

    AND WHEREAS the Escrow Agreement provides that there shall be no transfer or release of the escrow securities until the termination of the proceedings against all respondents or this Commission orders otherwise upon application of the Security Holder;

    AND WHEREAS the Issuer (as defined in the Escrow Agreement) has consented in writing to the making of this Order;

    AND WHEREAS the Escrow Agent (as defined in the Escrow Agreement), though properly served and aware of this application, takes no position with respect to the making of this Order;

    AND WHEREAS Staff consents to the making of this Order;

    AND WHEREAS the Commission is satisfied that it is in the public interest to do so;

    IT IS HEREBY ORDERED THAT:

  1. The Escrow Agreement made among Armistice Resources Ltd., Equity Transfer Services Inc., and IMM Investments Inc. dated June 22, 2005, as modified by the Addendum dated June 5, 2006, is hereby vacated; and
  2. The Escrow Agent is hereby directed to release the escrow securities as defined in the Escrow Agreement to the Security Holder.

 

    DATED at Toronto, this 31st day of May, 2011.

 

" Christopher Portner "
Christopher Portner

 

Schedule "A" in PDF