Securities Law & Instruments

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, CHAPTER S. 5, AS AMENDED

(the "Act")

AND

IN THE MATTER OF

THE ASSIGNMENT OF

CERTAIN POWERS AND DUTIES OF

THE ONTARIO SECURITIES COMMISSION

 

ASSIGNMENT

[Subsection 6(3)]

WHEREAS:

A. On May 8, 2006, pursuant to subsection 6(3) of the Act, the Ontario Securities Commission (the Commission) issued an assignment (the "May 8, 2006 Assignment") assigning certain of its powers and duties under the Act to each "Director" as that term is defined in subsection 1(1) of the Act, acting individually;

B. the Commission considers it desirable to amend and restate the May 8, 2006 Assignment to reflect certain amendments to the Act, specifically by making consequential amendments to clauses (f) and (g) of paragraph 2 of the Assignment;

NOW THEREFORE:

1. The May 8, 2006 Assignment is revoked, without prejudice to the effectiveness of any lawful exercise prior to the date of this revocation of the powers and duties assigned thereby, and is hereby replaced with the following amended and restated assignment (the "Assignment").

2. Pursuant to subsection 6(3) of the Act, the Commission assigns to each Director, acting individually, the powers and duties vested in or imposed on the Commission by:

(a) clause 21(5)(e) and subsections 21.1(4), 21.2(3) and 21.2.1(3) of the Act, but only in respect of by-laws, rules, regulations, policies, procedures, interpretations or practices that are identified to the Commission by the applicable stock exchange, self-regulatory organization, clearing agency or quotation and trade reporting system as being unlikely to raise public interest concerns;

(b) section 27 of the Act;

(c) paragraph 14 of subsection 35(1) and clause 72(1)(h) of the Act;

(d) subsection 62(5) of the Act;

(e) section 74 of the Act, but only in respect of orders that a person or company is not subject to section 53 of the Act in connection with solicitations of expressions of interest before the filing of a preliminary short form prospectus in accordance with National Instrument 44-101 Short Form Prospectus Distributions for securities to be issued pursuant to an over-allotment option granted to an underwriter by an issuer or a selling securityholder of an issuer;

(f) clause 1(10)(b) of the Act but only in respect of a reporting issuer:

(i) whose outstanding securities, including debt securities, are beneficially owned, directly or indirectly, by less than 15 security holders in Ontario and less than 51 security holders in Canada,

(ii) whose securities are not traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation,

(iii) that is not in default of any of its obligations as a reporting issuer, and

(iv) that will not be a reporting issuer or the equivalent in any jurisdiction in Canada immediately following the Director making an order that the reporting issuer is not a reporting issuer;

(g) clause 1(11)(b) of the Act, in the circumstances described in Parts 2 and 3 of Ontario Securities Commission Policy 12-602 Designating an Issuer in Certain Other Canadian Jurisdictions as a Reporting Issuer in Ontario;

(h) paragraph 1 of subsection 127(1) of the Act, provided the making of the order under subsection 127(1) of the Act is not contested on its merits and is only in respect of suspending the registration of:

(i) a registrant that, at any time, fails to meet the capital requirements applicable to the registrant,

(ii) a registrant that, at any time, fails to comply with its, his or her conditions of registration and consents to such suspension;

(iii) a registrant that has, in the opinion of the Director, acted contrary to the public interest and consents to such suspension; and

(iv) a registrant that has filed an application to surrender registration pursuant to section 27 of the Act and has consented to suspension of registration pursuant to Ontario Securities Commission Rule 33-501 Surrender of Registration;

(i) paragraph 2 and paragraph 2.1 of subsection 127(1) of the Act and subsections 127(2), (3), (5), (7), (8) and (9) of the Act, provided that the making of the order under subsections 127(1), (7) or (8) of the Act is not contested on its merits and is only in respect of

(i) trading, generally or by a person or company identified in the cease trade order, in securities of a reporting issuer that has failed to file

(A) comparative annual financial statements or interim financial statements containing the four statements and the notes required by National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) or by National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers (NI 71-102),

(B) an auditor's report issued in connection with comparative annual financial statements,

(C) an AIF, MD&A, information circular, or business acquisition report (all as defined by NI 51-102 and by NI 71-102) containing information for each of the content items required by NI 51-102 and the applicable form, by Part 5 of Multilateral Instrument 52-110 Audit Committees, or by NI 71-102,

(D) a report on reserves data and other oil and gas information as required by National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities (NI 51-101) containing information for each of the content items required by NI 51-101 and Form 51-101F2, or

(E) a technical report as required by National Instrument 43-101 Standards of Disclosure for Mineral Projects (NI 43-101) containing information for each of the content items required by NI 43-101 and Form 43-101F1,

within the time period prescribed by Ontario securities law;

(ii) trading, generally or by a person or company identified in the cease trade order, in securities of a reporting issuer that has acknowledged in writing that comparative annual financial statements or interim financial statements filed with the Commission were not prepared in accordance with generally accepted accounting principles, including, but not limited to, where an issuer has advised the Commission or staff in writing, or has publicly announced, that it intends to restate such financial statements;

(iii) trading, generally or by a person or company identified in the cease trade order, in securities of a reporting issuer that has filed its financial statements accompanied by an auditor's report prepared by a public accounting firm that is, as of the date of the auditor's report, not a participating audit firm as defined by National Instrument 52-108 Auditor Oversight, or is not in compliance with any restrictions or sanctions imposed by the Canadian Public Accountability Board, or

(iv) trading in securities of a reporting issuer by the Chief Executive Officer ("CEO") or Chief Financial Officer ("CFO") of the reporting issuer (or, in the case of an issuer that does not have a CEO or CFO, persons performing functions similar to a CEO or CFO, as the case may be) where the reporting issuer has failed to file the certificates required by Multilateral Instrument 52-109 Certificates of Disclosure in Issuers' Annual and Interim Filings within the time period or in the form prescribed by Ontario securities law;

(j) subsection 140(2) of the Act in the circumstances described in clauses (b), (c) and (j) of section C of Ontario Securities Commission Policy 13-601 Public Availability of Material Filed Under the Securities Act;

(k) section 144 of the Act to:

(i) revoke or vary any decision made by a Director under authority assigned to him or her by the Commission pursuant to this Assignment or a predecessor Assignment, including another decision made under section 144 of the Act, but only if at the time of revoking or varying such decision the Director would have been authorized to make the decision being varied or revoked, or

(ii) vary any order made by the Commission under section 127 of the Act to the extent necessary to permit transfers of securities as contemplated by Ontario Securities Commission Policy 57-602 Cease Trade Orders -- Applications for Partial Revocation to Permit a Securityholder to Establish a Tax Loss;

(l) section 147 of the Act, but only:

(i) in respect of exempting limited market dealers from the requirements of section 21.10 of the Act in accordance with Part 3 of Ontario Securities Commission Rule 31-503 Limited Market Dealers, or

(ii) in respect of exempting international advisers from the requirements of section 21.10 of the Act, in accordance with Part 4 of Ontario Securities Commission Rule 35-502 Non-Resident Advisers,

provided that a person or company directly affected by a decision of a Director made pursuant to this Assignment may, by notice in writing sent by registered mail to the Secretary of the Commission within 30 days after the mailing of the notice of the decision, request and be entitled to a hearing and review of such decision by the Commission.

3. The Executive Director of the Commission shall from time to time determine which one or more other Directors, in each case acting alone, should, as an administrative matter, exercise each of the powers or perform each of the duties assigned by the Commission in paragraph 2 above, each of which powers may also be exercised and performed by the Executive Director, acting alone.

4. No person or company shall be required to inquire as to the authority of a member of the staff of the Commission to sign a decision pursuant to this Assignment in the capacity of a Director, and a decision purporting to be signed pursuant to this Assignment by a member of the staff of the Commission in the capacity of a Director shall be conclusively deemed to have been signed by a Director authorized by this Assignment without proof of such authority.

5. This Assignment does not preclude the Commission from itself exercising or performing any of the assigned powers or duties.

DATED this 16th day of March, 2007.

"Robert L. Shirriff"
Commissioner
Ontario Securities Commission
 
"Suresh Thakrar"
Commissioner
Ontario Securities Commission