Securities Law & Instruments

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

LAND BANC OF CANADA INC.,

LBC MIDLAND I CORPORATION,

FRESNO SECURITIES INC.,

RICHARD JASON DOLAN, MARCO LORENTI,

AND STEPHEN ZEFF FREEDMAN

 

ORDER

SECTION 127

WHEREAS on the 23rd day of April, 2007, the Ontario Securities Commission (the "Commission") ordered, pursuant to clause 2 of subsection 127(1) and subsection 127(5) of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act") that all trading by Land Banc of Canada ("LBC"), LBC Midland I Corporation ("Midland"), Fresno Securities Inc. ("Fresno"), Richard Jason Dolan ("Dolan") , Marco Lorenti ("Lorenti") and Stephen Zeff Freedman ("Freedman"), (the "Respondents"), in any securities of Midland or any other corporation controlled by LBC, Dolan or Lorenti shall cease (the "Temporary Order");

AND WHEREAS the Commission further ordered as part of the Temporary Order that pursuant to clause 3 of subsection 127(1) and subsection 127(5) of the Act that any exemptions contained in Ontario securities law do not apply to the Respondents;

AND WHEREAS on May 1, 2007, the Commission issued a Notice of Hearing and Statement of Allegations in this matter;

AND WHEREAS upon submissions from counsel for Staff of the Commission and from counsel for Fresno and Freedman on May 8, 2007 the Temporary Order against Fresno and Freedman was continued until May 10, 2007;

AND WHEREAS, Fresno and Freedman wish to participate in an offering of securities of AmeraCan Energy Holdings Limited Partnership ("AmeraCan") scheduled to close on or about June 29, 2007, (the "AmeraCan Offering");

AND WHEREAS, Fresno and Freedman represent through counsel that AmeraCan is a company unrelated to LBC or Midland;

AND WHEREAS, Fresno and Freedman undertake that they will not be selling units in the AmeraCan Offering directly to the public but through securities dealers registered with the Commission as either an Investment Dealer, a Mutual Fund Dealer or an Investment Counsel/Portfolio Manager;

AND WHEREAS, upon hearing submissions from counsel for Staff of the Commission and from counsel for Fresno and Freedman on May 8, 2007, the Commission is of the opinion that it is in the public interest to make this order;

IT IS ORDERED THAT, on consent of counsel for Staff of the Commission and for Fresno and Freedman;

1. the Temporary Order against Fresno and Freedman is extended until the date of the Hearing in this matter or until further order of the Commission, subject to the following;

2. Freedman shall be permitted to trade in securities listed on a recognized exchange, including mutual fund units, only in his own existing account(s) and through a dealer registered with the Commission;

3. Fresno and Freedman shall only be permitted to participate in the marketing and sales of securities in the AmeraCan Offering on the condition that any acts in furtherance of a trade pursuant to the Offering by Fresno or Freedman will be for sales made by dealers registered with the Commission in the category of Investment Dealer, Mutual Fund Dealer or Investment Counsel/Portfolio Manager; and

4. Upon request by Staff of the Commission, Fresno and Freedman will provide within five business days the details of all sales of securities in the AmeraCan Offering which resulted from Fresno or Freedman acting in furtherance of a trade, including the names of the purchasers and the registered securities dealers who qualified the purchasers and completed these sales.

Dated at Toronto this 10th day of May, 2007

"Patrick LeSage"

"Suresh Thakrar"