OutdoorPartner Media Corporation -- s. 144

Headnote

Application by an issuer for a revocation of a cease trade order issued by the Commission -- cease trade order issued because the issuer had failed to file certain continuous disclosure materials required by Ontario securities law -- defaults subsequently remedied by bringing continuous disclosure filings up-to-date -- cease trade order revoked.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127, 144.

IN THE MATTER OF

THE SECURITIES ACT,

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

(The "Act")

AND

IN THE MATTER OF

OUTDOORPARTNER MEDIA CORPORATION

ORDER

(Section 144)

WHEREAS the securities of OutdoorPartner Media Corporation (the "Applicant") are subject to a temporary cease trade order made by the Director dated July 8, 2011 pursuant to paragraph 2 of subsection 127(1) and subsection 127(5) of the Act directing that all trading in the securities of the Applicant cease until the order is revoked by the Director, and such order was extended by a further order made by the Director dated July 20, 2011 pursuant to paragraph 2 of subsection 127(8) of the Act (together, the "Cease Trade Order");

AND WHEREAS the Cease Trade Order was made on the basis that the Applicant was in default of certain filing requirements under Ontario securities law as described in the Cease Trade Order and outlined below;

AND WHEREAS the Applicant has made an application to the Ontario Securities Commission (the "Commission") for a revocation of the Cease Trade Order pursuant to subsection 144(1) of the Act;

AND UPON the Applicant representing to the Commission that:

1. The Applicant is a corporation incorporated on September 28, 2004 under the Business Corporations Act (Ontario). The head office of the Applicant is located at 296 Richmond Street West, Toronto, Ontario, Canada, M5V 1X2.

2. The Applicant is a reporting issuer or the equivalent under the securities legislation of the provinces of Ontario, British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland (the "Reporting Jurisdictions"). The Applicant is not a reporting issuer in any other jurisdiction in Canada.

3. The Applicant is authorized to issue an unlimited number of common shares (the "Common Shares") of which 47,963,671 are issued and outstanding.

4. Other than the Common Shares, the Applicant has no securities (including debt securities) issued and outstanding.

5. The Applicant's Common Shares are listed for trading on the TSX Venture Exchange Inc. ("TSX-V") under the symbol "OPX.H". The TSX-V halted trading of the Applicant's shares on July 8, 2011. The Applicant's securities are not listed or quoted on any other exchange or market in Canada or elsewhere.

6. The Cease Trade Order was issued as a result of the Applicant's failure to file audited annual financial statements for the year ended February 28, 2011, management's discussion and analysis ("MD&A") relating to the audited annual financial statements for the year ended February 28, 2011 and certificates of the foregoing filings (collectively, the "Annual Financial Statements") as required by National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings ("NI 52-109").

7. The Applicant is also subject to a cease trade order issued by the Alberta Securities Commission on October 18, 2011, the Manitoba Securities Commission on September 20, 2011, the Autorité des marchés financiers on July 11, 2011 and the British Columbia Securities Commission on July 8, 2011 (the "Additional CTOs") for failure to file the Annual Financial Statements. The cease trade order issued by the Manitoba Securities Commission was revoked on February 9, 2012.

8. The Applicant subsequently failed to file the following disclosure documents with the Commission in accordance with the requirements of Ontario securities law:

(a) unaudited interim financial statements for the periods ended May 31, 2011, August 31, 2011 and November 30, 2011 together with the corresponding MD&As and certificates as required by NI 52-109;

(b) audited financial statements for the for the year ended February 29, 2012, together with the corresponding MD&A and certificates as required by NI 52-109; and

(c) unaudited interim financial statements for the period ended May 31, 2012 together with the corresponding MD&As and certificates as required by NI 52-109.

9. The Applicant further failed to pay participation fees for the year ended February 28, 2011, as required by OSC Rule 13-502 -- Fees ("Rule 13-502").

10. Other than the Cease Trade Order and the Additional CTOs, the Applicant has not previously been subject to a cease trade order in any jurisdiction.

11. The Applicant has concurrently applied for revocations of the Additional CTOs.

12. Since the issuance of the Cease Trade Order and the Additional CTOs, the Applicant has filed the following continuous disclosure documents with the Commission:

(a) on February 7, 2012, audited annual financial statements for the year ended February 28, 2011, together with the corresponding MD&A and certificates as required by NI 52-109;

(b) on February 7, 2012, unaudited interim financial statements for the periods ended May 31, 2011, August 31, 2011 and November 30, 2011 together with the corresponding MD&As and certificates as required by NI 52-109;

(c) on June 29, 2012, audited annual financial statements for the year ended February 29, 2012, together with the corresponding MD&A and certificates as required by NI 52-109;

(d) on July 26, 2012, amended unaudited interim financial statements for the periods ended May 31, 2011, August 31, 2011 and November 30, 2011 together with the corresponding MD&As and certificates as required by NI 52-109;

(e) on July 27, 2012, unaudited interim financial statements for the period ended May 31, 2012 together with the corresponding MD&As and certificates as required by NI 52-109; and

(f) on August 14, 2012, amended unaudited interim financial statements for the period ended May 31, 2012 together with the corresponding MD&As and certificates as required by NI 52-109.

13. As a result, the Applicant has filed all outstanding continuous disclosure documents that are required to be filed under Ontario securities law.

14. The Applicant is not in default of any requirements of the Cease Trade Order or the Act or the rules and regulations made pursuant thereto.

15. There have been no material changes to the Applicant's business or operations since the date of the Cease Trade Order or the Additional CTOs, and there are currently no such material changes planned.

16. The Applicant has filed all applicable forms under Rule 13-502 and paid all applicable participation and late filing fees in accordance with, as follows:

(a) a participation fee for the year ended February 28, 2011;

(b) late document fees for the late filing of audited annual financial statements for the year ended February 28, 2011 and unaudited interim financial statements for the periods ended May 31, 2011, August 31, 2011 and November 30, 2011; and

(c) fees for the filing of the audited annual financial statements for the year ended February 29, 2012.

17. Effective July 27, 2012, the Applicant accepted resignations from Nolan Bederman and Mark Brodkin as directors of the Applicant. Other than these resignations, the Applicant has had no changes to its directors, officers or insiders since the date of the Cease Trade Order or the Additional CTOs.

18. The Applicant's SEDAR and SEDI profiles are current and accurate.

19. The Applicant is currently inactive and following the revocation of the Cease Trade Order and Additional CTOs, the Applicant intends to reactivate itself. The Applicant does not have any definitive plans in place for the operation of the business going forward. In particular, the Applicant is not presently considering, nor is it involved in any discussions relating to, an acquisition, a reverse takeover or similar transaction. However, it is the intention of management of the Applicant to investigate opportunities going forward.

20. The Applicant has given the Commission a written undertaking (the "Undertaking") that:

(a) the Applicant will hold an annual meeting of shareholders within three months after the date on which the Cease Trade Order is revoked; and

(b) the Applicant will not complete

(i) a restructuring transaction involving, directly or indirectly, an existing or proposed, material underlying business which is not located in Canada,

(ii) a reverse takeover with a reverse takeover acquirer that has a direct or indirect, existing or proposed, material underlying business which is not located in Canada, or

(iii) a significant acquisition involving, directly or indirectly, an existing or proposed, material underlying business which is not located in Canada,

unless

(i) the Applicant files a preliminary prospectus and a final prospectus with the Ontario Securities Commission and obtains receipts for the preliminary prospectus and the final prospectus from the Director under the Securities Act (Ontario),

(ii) the Applicant files or delivers with the preliminary prospectus and the final prospectus the documents required by Part 9 of National Instrument 41-101General Prospectus Requirements ("NI 41-101") including a completed personal information form and authorization in the form set out in Appendix A of NI 41-101 for each current and incoming director, executive officer and promoter of the Issuer, and

(iii) the preliminary prospectus and final prospectus contain the information required by applicable securities legislation, including the information required for a probable restructuring transaction, reverse takeover or significant acquisition (as applicable).

21. The Applicant has filed a completed personal information form and authorization form for each director and officer of the Applicant in the form of Appendix A of NI 41-101 or in such other form as permitted by NI 44-101.

22. Upon the issuance of this revocation order, the Applicant will issue a news release and a material change report announcing the revocation of the Cease Trade Order. The material change report will also include disclosure regarding the continuous disclosure materials filed on SEDAR, and a description of the Undertaking. The Applicant will concurrently file the news release and material change report on SEDAR.

AND UPON considering the application and the recommendation of the staff of the Commission;

AND UPON the Director being satisfied that it would not be prejudicial to the public interest to revoke the Cease Trade Order;

IT IS ORDERED, pursuant to section 144 of the Act, that the Cease Trade Order is revoked.

DATED at Toronto this 15th day of October, 2012.