Securities Law & Instruments

Headnote

Section 144(1) -- Application to vary a cease trade order -- cease trade order varied to permit beneficial shareholders, who are not insiders or control persons, to sell securities outside of Canada, subject to conditions.

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, C. S.5, AS AMENDED (THE "ACT") AND IN THE MATTER OF NEXUS GROUP INTERNATIONAL INC.

ORDER (Section 144(1) of the Act)

WHEREAS the securities of Nexus Group International Inc. (the "Issuer") are subject to a temporary cease trade order issued by the Director on June 9, 2005 pursuant to paragraph 2 of subsection 127(1) and subsection 127(5) of the Act, as extended by a further cease trade order issued by the Director on June 21, 2005 pursuant to paragraph 2 of subsection 127(1) of the Act (the "Cease Trade Order"), directing that trading in securities of the Issuer cease until further order by the Director;

AND WHEREAS a cease trade order with respect to the Issuer's securities was also issued by the Alberta Securities Commission on October 21, 2005 and the Autorité des marchés financiers on June 23, 2005;

AND WHEREAS the Issuer's securities are not listed on and do not trade on any exchange in Canada;

AND WHEREAS as of September 21, 2015, the Issuer's securities trade on the OTC Marketplace (OTC);

AND WHEREAS a shareholder of the Issuer has made an application to the Commission pursuant to section 144(1) of the Act to vary the Cease Trade Order;

AND UPON the Director being satisfied that:

a) the terms and conditions to the Cease Trade Order put Ontario resident shareholders of the Issuer at a disadvantage to certain shareholders who are free to trade their shares on the OTC; and

b) it is not prejudicial to the public interest to vary the Cease Trade Order under section 144(1) of the Act;

IT IS ORDERED that, pursuant to section 144(1) of the Act, the Cease Trade Order be varied by including the following section:

Despite this order, a beneficial shareholder of Nexus Group International Inc., who is not, and was not at the date of this order, an insider or control person of Nexus Group International Inc., may sell securities of Nexus Group International Inc. acquired before June 9, 2005, if:

1. the sale is made through a market outside of Canada; and

2. the sale is made through an investment dealer registered in Ontario.

DATED this 24th day of September, 2015.

"Kathryn Daniels"
Deputy Director
Corporate Finance Branch
Ontario Securities Commission