Securities Law & Instruments

IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, c. S.5 AND IN THE MATTER OF NOSHAD DOWLATI

ORDER (Subsections 127(1) and 127(10) of the Securities Act)

WHEREAS:

1. on December 14, 2015, Staff of the Ontario Securities Commission filed a Statement of Allegations, in which Staff sought an order against Noshad Dowlati pursuant to subsection 127(1) of the Securities Act;

2. on December 15, 2015, the Commission issued a Notice of Hearing in respect of that Statement of Allegations, setting January 19, 2016, as the date of the hearing;

3. at the hearing on January 19, 2016, Dowlati did not appear, although properly served, and the Commission ordered that the proceeding continue by way of a written hearing;

4. Staff filed written submissions, to which Dowlati did not respond;

5. Dowlati is subject to an order made by a securities regulatory authority in another jurisdiction imposing certain sanctions; and

6. the Commission is of the opinion that it is in the public interest to make this order;

IT IS HEREBY ORDERED against Dowlati that:

1. pursuant to paragraphs 2 and 2.1 of subsection 127(1) of the Act, trading in, or acquisition of, any securities or derivatives by Dowlati shall cease permanently;

2. pursuant to paragraphs 7 and 8.1 of subsection 127(1) of the Act, Dowlati resign any positions that he holds as director or officer of any issuer or registrant;

3. pursuant to paragraphs 8 and 8.2 of subsection 127(1) of the Act, Dowlati be prohibited permanently from becoming or acting as an officer or director of any issuer or registrant; and

4. pursuant to paragraph 8.5 of subsection 127(1) of the Act, Dowlati be prohibited permanently from becoming or acting as a registrant.

DATED at Toronto this 26th day of May, 2016

"Timothy Moseley"