Securities Law & Instruments


RSO 1990, c S.5



(Subsections 127(7) and (8))


1.             on November 6, 2015, the Ontario Securities Commission (the “Commission”) ordered pursuant to subsections 127(1) and (5) of the Securities Act, RSO 1990, c S.5 (the “Act”), that:

(a)           pursuant to clause 2 of subsection 127(1) of the Act, trading in any securities by Lance Kotton (“Kotton”) and Titan Equity Group Ltd. (“TEG” and, together with Kotton, the “Respondents”) shall cease; and

(b)           pursuant to clause 3 of subsection 127(1) of the Act, any exemptions contained in Ontario securities law do not apply to the Respondents

(the “Temporary Order”);

2.             the Commission further ordered that the Temporary Order shall take effect immediately and shall expire on the 15th day after its making unless extended by order of the Commission;

3.             on November 9, 2015, the Commission issued a Notice of Hearing providing notice that it will hold a hearing on November 19, 2015, to consider whether, pursuant to subsections 127(7) and 127(8) of the Act, it is in the public interest for the Commission to extend the Temporary Order until the conclusion of the hearing or until such further time as considered necessary by the Commission, and to make such further orders as the Commission considers appropriate;

4.             on November 16, 2015, upon application by the Commission pursuant to section 129 of the Act, the Ontario Superior Court of Justice (Commercial List) made an order (the “Appointment Order”) appointing Grant Thornton Limited as receiver and manager (the “Receiver”) without security, of all of the assets, undertakings and properties of Lance Kotton, TEG and other related entities;

5.             the Appointment Order empowered and authorized, but did not obligate, the Receiver to, among other things, defend all proceedings pending with respect to Kotton and TEG and other related entities referred to in the Appointment Order;

6.             the Receiver, through its counsel, advised that it did not propose to defend the proceedings against the Respondents in respect of the Temporary Order;

7.             the Respondents, through their own counsel, consented to an extension of the Temporary Order until December 17, 2015, which order was further extended on consent until October 13, 2016;

8.             the Respondents have consented to an extension of the Temporary Order, without prejudice to any position that might be advanced by them in the future with respect to the Temporary Order or the matters raised in the Notice of Hearing; and

9.             the Commission is of the opinion that it is in the public interest to make this Order;

                IT IS ORDERED that:

1.                             the Temporary Order is extended until November 21, 2016, or until further order of the Commission without prejudice to the right of Staff or the Respondents to seek to vary the Temporary Order on application to the Commission; and

2.                             the hearing of this matter is adjourned until November 18, 2016 at 10:00 a.m., or such other date and time as provided by the Office of the Secretary and agreed to by the parties.

DATED at Toronto, Ontario this 12th day of October, 2016.

“Timothy Moseley”