OSC Bulletin

The Ontario Securities Commission

OSC Bulletin

September 23, 2011

Volume 34, Issue 38

(2011), 34 OSCB

The Ontario Securities Commission administers the Securities Act of Ontario (R.S.O. 1990, c. S.5) and the Commodity Futures Act of Ontario (R.S.O. 1990, c. C.20)

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Table of Contents

Chapter 1 Notices / News Releases ...... 9741 2.2.6 Normand Gauthier et al. 1.1 Notices ...... 9741 – s. 127...... 9812 1.1.1 Current Proceedings before the 2.2.7 Zungui Haixi Corporation Ontario Securities Commission ...... 9741 – ss. 127(1), 127(5) ...... 9815 1.1.2 OSC Staff Notice 33-736 – 2011 Annual 2.2.8 Outlook Resources Inc. Summary Report for Dealers, Advisers – s. 144...... 9817 and Investment Fund Managers...... 9750 2.2.9 Maitland Capital Ltd. et al. 1.1.3 Alexander Christ Doulis et al. – – s. 127...... 9821 Notice of Correction...... 9751 2.2.10 FundSERV Inc. – s. 144 ...... 9823 1.2 Notices of Hearing...... 9751 2.2.11 Peter Beck et al...... 9825 1.2.1 Zungui Haixi Corporation 2.2.12 Petroflow Energy Ltd. – s. 144...... 9827 – ss. 127(7), 127(8) ...... 9751 2.2.13 Alexander Christ Doulis et al. 1.3 News Releases ...... 9752 – s. 127...... 9830 1.3.1 Saverio Manzo Settles with the 2.3 Rulings...... (nil) Ontario Securities Commission ...... 9752 1.4 Notices from the Office Chapter 3 Reasons: Decisions, Orders and of the Secretary ...... 9753 Rulings...... 9833 1.4.1 Bernard Boily...... 9753 3.1 OSC Decisions, Orders and Rulings...... 9833 1.4.2 Anthony Ianno and Saverio Manzo ...... 9753 3.1.1 Anthony Ianno and Saverio Manzo...... 9833 1.4.3 Anthony Ianno and Saverio Manzo ...... 9754 3.1.2 Ian Overton ...... 9839 1.4.4 Ian Overton...... 9754 3.2 Court Decisions, Order and Rulings ...... (nil) 1.4.5 Canadian Derivatives Clearing Corporation and Sino-Forest Corporation et al...... 9755 Chapter 4 Cease Trading Orders ...... 9845 1.4.6 Richvale Resource Corporation et al...... 9755 4.1.1 Temporary, Permanent & Rescinding 1.4.7 Normand Gauthier et al...... 9758 Issuer Cease Trading Orders...... 9845 1.4.8 Zungui Haixi Corporation...... 9759 4.2.1 Temporary, Permanent & Rescinding 1.4.9 Maitland Capital Ltd. et al...... 9759 Management Cease Trading Orders ...... 9845 1.4.10 Peter Beck et al...... 9760 4.2.2 Outstanding Management & Insider 1.4.11 Sextant Capital Management Inc. et al...... 9760 Cease Trading Orders ...... 9845 1.4.12 Zungui Haixi Corporation...... 9761 Chapter 5 Rules and Policies...... (nil) Chapter 2 Decisions, Orders and Rulings ...... 9763 2.1 Decisions ...... 9763 Chapter 6 Request for Comments ...... (nil) 2.1.1 GrowthWorks Canadian Fund Ltd. and GrowthWorks Ltd...... 9763 Chapter 7 Insider Reporting...... 9847 2.1.2 Royal Canadian Mint ...... 9765 2.1.3 Fidelity Investments Canada ULC ...... 9769 Chapter 8 Notice of Exempt Financings...... 9927 2.1.4 RBC Global Asset Management Inc...... 9772 Reports of Trades Submitted on 2.1.5 Bellair Ventures Inc...... 9776 Forms 45-106F1 and 45-501F1...... 9927 2.1.6 SQI Diagnostics Inc...... 9781 2.1.7 Bridgewater Systems Corporation Chapter 9 Legislation...... (nil) – s. 1(10) ...... 9784 2.1.8 RBC Global Asset Management Inc...... 9785 Chapter 11 IPOs, New Issues and Secondary 2.1.9 CIBC Asset Management Inc...... 9792 Financings...... 9933 2.1.10 CIBC Asset Management Inc...... 9795 2.1.11 Fortis Inc. et al...... 9799 Chapter 12 Registrations...... 9939 2.1.12 Goodman & Company, Investment 12.1.1 Registrants...... 9939 Counsel Ltd. et al...... 9801 2.2 Orders...... 9804 Chapter 13 SROs, Marketplaces and 2.2.1 Bernard Boily – Pre-Hearing Conference Clearing Agencies ...... 9941 – Rule 6.7...... 9804 13.1 SROs...... (nil) 2.2.2 Anthony Ianno and Saverio Manzo ...... 9805 13.2 Marketplaces ...... 9941 2.2.3 Anthony Ianno and Saverio Manzo ...... 9807 13.2.1 Alpha ATS LP – Notice of Proposed Changes 2.2.4 Ian Overton – ss. 127(1), 127.1...... 9808 and Request for Feedback – New DAO 2.2.5 Canadian Derivatives Clearing Order Designations, Elimination of All or Corporation and Sino-Forest None Order, and Changes to Corporation et al. – s. 144 ...... 9810 Mixed Lot Order Handling...... 9941

September 23, 2011 (2011) 34 OSCB

Table of Contents

13.3 Clearing Agencies ...... 9944 13.3.1 FundSERV Inc. – Notice of Commission Order – Application for Variation and Restatement of FundSERV’s Interim Order ...... 9944

Chapter 25 Other Information...... 9945 25.1 Approvals...... 9945 25.1.1 Leon Frazer & Associates Inc. – s. 213(3)(b) of the LTCA...... 9945

Index 9947

September 23, 2011 (2011) 34 OSCB

Chapter 1

Notices / News Releases

1.1 Notices SCHEDULED OSC HEARINGS

1.1.1 Current Proceedings Before The Ontario September 26, Global Energy Group, Ltd., New Securities Commission 2011 Gold Limited Partnerships, Christina Harper, Howard Rash, September 26, 2011 10:00 a.m. Michael Schaumer, Elliot Feder, Vadim Tsatskin, Oded Pasternak, CURRENT PROCEEDINGS Alan Silverstein, Herbert Groberman, Allan Walker, BEFORE Peter Robinson, Vyacheslav Brikman, Nikola Bajovski, ONTARIO SECURITIES COMMISSION Bruce Cohen and Andrew Shiff

------s. 127

Unless otherwise indicated in the date column, all hearings H. Craig in attendance for Staff will take place at the following location: Panel: CP The Harry S. Bray Hearing Room Ontario Securities Commission Cadillac Fairview Tower September 26, Global Energy Group, Ltd., New Suite 1700, Box 55 2011 Gold Limited Partnerships, 20 Queen Street West Christina Harper, Vadim Tsatskin, Toronto, Ontario 10:00 a.m. Michael Schaumer, Elliot Feder, M5H 3S8 Oded Pasternak, Alan Silverstein, Herbert Groberman, Allan Walker, Telephone: 416-597-0681 Telecopier: 416-593-8348 Peter Robinson, Vyacheslav Brikman, Nikola Bajovski, Bruce CDS TDX 76 Cohen and Andrew Shiff

Late Mail depository on the 19th Floor until 6:00 p.m. s. 37, 127 and 127.1

S. ------H. Craig in attendance for Staff

THE COMMISSIONERS Panel: CP

Howard I. Wetston, Chair — HIW September 26, Normand Gauthier, Gentree Asset James E. A. Turner, Vice Chair — JEAT 2011 Management Inc., R.E.A.L. Group Lawrence E. Ritchie, Vice Chair — LER Fund III (Canada) LP, and CanPro Mary G. Condon, Vice Chair — MGC 10:00 a.m. Income Fund I, LP

Sinan O. Akdeniz — SOA s. 127 James D. Carnwath — JDC Margot C. Howard — MCH B. Shulman in attendance for Staff

Sarah B. Kavanagh — SBK Panel: JEAT Kevin J. Kelly — KJK Paulette L. Kennedy — PLK Edward P. Kerwin — EPK Vern Krishna __ VK Christopher Portner — CP Judith N. Robertson — JNR Charles Wesley Moore (Wes) Scott — CWMS

September 23, 2011 (2011) 34 OSCB 9741

Notices / News Releases

September 28, TBS New Media Ltd., TBS New September 30, North American Financial Group 2011 Media PLC, CNF Food Corp., 2011 Inc., North American Capital CNF Candy Corp., Ari Jonathan Inc., Alexander Flavio Arconti, 10:00 a.m. Firestone and Mark Green 10:00 a.m. and Luigino Arconti

s. 127 s. 127

H. Craig in attendance for Staff M. Vaillancourt in attendance for Staff Panel: CP Panel: JEAT

September 28, Zungui Haixi Corporation 2011 October 3, Firestar Capital Management s. 127 2011 Corp., Kamposse Financial Corp., 11:00 a.m. Firestar Investment Management C. Rossi in attendance for Staff 9:30 a.m. Group, Michael Ciavarella and Michael Mitton Panel: JEAT s. 127

September 28- Juniper Fund Management H. Craig in attendance for Staff 29, and October Corporation, Juniper Income 4, 2011 Fund, Juniper Equity Growth Panel: JEAT Fund and Roy Brown (a.k.a. Roy 10:00 a.m. Brown-Rodrigues) October 3-7 FactorCorp Inc., FactorCorp September 30, s. 127 and 127.1 and October Financial Inc. and Mark Twerdun 2011 12-21, 2011 D. Ferris in attendance for Staff s. 127 9:30 a.m. 10:00 a.m. Panel: VK/MCH C. Price in attendance for Staff October 3, 2 011 Panel: CP

2:30 p.m. October 3-6 Innovative Gifting Inc., Terence and October 12, Lushington, Z2A Corp., and September 29, Ciccone Group, Medra 2011 Christine Hewitt 2011 Corporation, 990509 Ontario Inc., Tadd Financial Inc., Cachet 10:00 a.m. s. 127 10:00 a.m. Wealth Management Inc., Vince Ciccone, Darryl Brubacher, M. Vaillancourt in attendance for Andrew J. Martin., Staff Steve Haney, Klaudiusz Malinowski and Ben Giangrosso Panel: PLK

s. 127

M. Vaillancourt in attendance for Staff

Panel: JEAT

September 23, 2011 (2011) 34 OSCB 9742

Notices / News Releases

October 5, Irwin Boock, Stanton Defreitas, October 17-24 Richvale Resource Corp., Marvin 2011 Jason Wong, Saudia Allie, Alena and October Winick, Howard Blumenfeld, John Dubinsky, Alex Khodjiaints 26-31, 2011 Colonna, Pasquale Schiavone, 10:00 a.m. Select American Transfer Co., and Shafi Khan Leasesmart, Inc., Advanced 10:00 a.m. Growing Systems, Inc., s. 127(7) and 127(8) International Energy Ltd., Nutrione Corporation, Pocketop C. Johnson in attendance for Staff Corporation, Asia Telecom Ltd., Pharm Control Ltd., Cambridge Panel: EPK Resources Corporation, Compushare Transfer Corporation, Federated October 31, Oversea Chinese Fund Limited Purchaser, Inc., TCC Industries, 2011 Partnership, Weizhen Tang and Inc., First National Entertainment Associates Inc., Weizhen Tang Corporation, WGI Holdings, Inc. 10:00 a.m. Corp., and Weizhen Tang and Enerbrite Technologies Group s. 127 and 127.1

s. 127 and 127.1 H. Craig in attendance for Staff

H. Craig in attendance for Staff Panel: MGC

Panel: TBA October 31 – QuantFX Asset Management Inc., November 3, Vadim Tsatskin, Lucien October 11, Global Consulting and Financial 2011 Shtromvaser and Rostislav 2011 Services, Crown Capital Zemlinsky Management Corporation, 10:00 a.m. 2:30 p.m. Canadian Private Audit Service, s. 127 Executive Asset Management, Michael Chomica, Peter Siklos C. Rossi in attendance for Staff (Also Known As Peter Kuti), Jan Chomica, and Lorne Banks Panel: JDC

s. 127 November 7, Application for Reactivation of 2011 Sanjiv Sawh and Vlad Trkulja H. Craig/C. Rossi in attendance for Staff 10:00 a.m. s. 8(2)

Panel: CP R. Goldstein/S. Horgan in attendance for Staff October 13, Portus Alternative Asset 2011 Management Inc., Portus Asset Panel: MGC/JNR Management Inc., Boaz Manor, 10:00 a.m. Michael Mendelson, Michael November 7, Majestic Supply Co. Inc., Labanowich and John Ogg November 9-21, Suncastle Developments November 23- Corporation, Herbert Adams, s. 127 December 2, Steve Bishop, Mary Kricfalusi, 2011 Kevin Loman and CBK H Craig in attendance for Staff Enterprises Inc. 10:00 a.m. Panel: JEAT s. 37, 127 and 127.1

D. Ferris in attendance for Staff

Panel: EPK/PLK

September 23, 2011 (2011) 34 OSCB 9743

Notices / News Releases

November Shaun Gerard McErlean, December 5 L. Jeffrey Pogachar, Paola 14-21 and Securus Capital Inc., and and December Lombardi, Alan S. Price, New Life November Acquiesce Investments 7-16, 2011 Capital Corp., New Life Capital 23-28, 2011 Investments Inc., New Life Capital s. 127 10:00 a.m. Advantage Inc., New Life Capital 10:00 a.m. Strategies Inc., 1660690 Ontario M. Britton in attendance for Staff Ltd., 2126375 Ontario Inc., 2108375 Ontario Inc., 2126533 Panel: VK Ontario Inc., 2152042 Ontario Inc., 2100228 Ontario Inc., and 2173817 Ontario Inc. November 21, Investment Industry Regulatory 2011 Organization Of Canada v. Mark s. 127 Allen Dennis 10:00 a.m. M. Britton in attendance for Staff S. 21.7 Panel: EPK/PLK S. Horgan in attendance for Staff

Panel: MGC December 7, Sextant Capital Management Inc., 2011 Sextant Capital GP Inc., Otto Spork, Robert Levack and Natalie November 23, American Heritage Stock Transfer 10:00 a.m. Spork 2011 Inc., American Heritage Stock Transfer, Inc., BFM Industries s. 127 10:00 a.m. Inc., Denver Gardner Inc., Sandy Winick, Andrea Lee McCarthy, T. Center in attendance for Staff Kolt Curry and Laura Mateyak Panel: TBA s. 127

J. Feasby in attendance for Staff December 19, New Hudson Television 2011 Corporation, Panel: CP New Hudson Television L.L.C. & 9:00 a.m. James Dmitry Salganov

December 1, MBS Group (Canada) Ltd., Balbir s. 127 2011 Ahluwalia and Mohinder Ahluwalia C. Watson in attendance for Staff 10:00 a.m. s. 37, 127 and 127.1 Panel: MGC

C. Rossi in attendance for staff December 19, York Rio Resources Inc., Panel: JEAT 2011 Brilliante Brasilcan Resources Corp., Victor York, Robert Runic, 10:00 a.m. George Schwartz, Peter December 1-5 Marlon Gary Hibbert, Ashanti Robinson, Adam Sherman, Ryan and December Corporate Services Inc., Demchuk, Matthew Oliver, 7-15, 2011 Dominion International Resource Gordon Valde and Scott Management Inc., Kabash Bassingdale 10:00 a.m. Resource Management, Power to Create Wealth Inc. and Power to s. 127 Create Wealth Inc. (Panama) H. Craig/C. Watson in attendance s. 127 for Staff

S. Chandra in attendance for Staff Panel: VK/EPK

Panel: JDC

September 23, 2011 (2011) 34 OSCB 9744

Notices / News Releases

January 3-10, Simply Wealth Financial Group February 1-13, Irwin Boock, Stanton Defreitas, 2012 Inc., Naida Allarde, Bernardo February 15-17 Jason Wong, Saudia Allie, Alena Giangrosso, and February Dubinsky, Alex Khodjiaints 10:00 a.m. K&S Global Wealth Creative 21-23, 2012 Select American Transfer Co., Strategies Inc., Kevin Persaud, Leasesmart, Inc., Advanced Maxine Lobban and Wayne 10:00 a.m. Growing Systems, Inc., Lobban International Energy Ltd., Nutrione Corporation, Pocketop s. 127 and 127.1 Corporation, Asia Telecom Ltd., Pharm Control Ltd., Cambridge C. Johnson in attendance for Staff Resources Corporation, Compushare Transfer Panel: JDC Corporation, Federated Purchaser, Inc., TCC Industries, Inc., First National January 18-23, Peter Beck, Swift Trade Inc. Entertainment Corporation, WGI 2012 (continued as 7722656 Canada Holdings, Inc. and Enerbrite Inc.), Biremis, Corp., Opal Stone Technologies Group 10:00 a.m. Financial Services S.A., Barka Co. Limited, Trieme Corporation and s. 127 and 127.1 a limited partnership referred to as “Anguilla LP” H. Craig in attendance for Staff s. 127 Panel: TBA B. Shulman in attendance for Staff

Panel: TBA February 15-17, Maitland Capital Ltd., Allen 2012 Grossman, Hanoch Ulfan, Leonard Waddingham, Ron January 18-30 Global Energy Group, Ltd., New 10:00 a.m. Garner, Gord Valde, Marianne and February 1- Gold Limited Partnerships, Hyacinthe, Dianna Cassidy, Ron 10, 2012 Christina Harper, Vadim Tsatskin, Catone, Steven Lanys, Roger Michael Schaumer, Elliot Feder, McKenzie, Tom Mezinski, William 10:00 a.m. Oded Pasternak, Alan Silverstein, Rouse and Jason Snow Herbert Groberman, Allan Walker, Peter Robinson, Vyacheslav s. 127 and 127.1 Brikman, Nikola Bajovski, Bruce Cohen and Andrew Shiff D. Ferris in attendance for Staff

s. 37, 127 and 127.1 Panel: TBA

H. Craig in attendance for Staff February 29 – Ameron Oil and Gas Ltd., MX-IV Panel: TBA March 12 and Ltd., Gaye Knowles, Giorgio March 14- Knowles, Anthony Howorth, March 21, Vadim Tsatskin, Mark Grinshpun, January 26-27, Empire Consulting Inc. and 2012 Oded Pasternak, and Allan Walker 2012 Desmond Chambers 10:00 a.m. s. 127 10:00 a.m. s. 127 H. Craig/C. Rossi in attendance for D. Ferris in attendance for Staff Staff

Panel: TBA Panel: TBA

September 23, 2011 (2011) 34 OSCB 9745

Notices / News Releases

March 8, 2012 Energy Syndications Inc., Green TBA Microsourceonline Inc., Michael Syndications Inc., Syndications Peter Anzelmo, Vito Curalli, Jaime 10:00 a.m. Canada Inc., Land Syndications S. Lobo, Sumit Majumdar and Inc. and Douglas Chaddock Jeffrey David Mandell

s. 127 s. 127

C. Johnson in attendance for Staff J. Waechter in attendance for Staff

Panel: TBA Panel: TBA

March 12, David M. O’Brien TBA Frank Dunn, Douglas Beatty, March 14-26, Michael Gollogly and March 28, s. 37, 127 and 127.1 2012 s. 127 B. Shulman in attendance for Staff 10:00 a.m. K. Daniels in attendance for Staff Panel: TBA Panel: TBA

April 2-5, April Bernard Boily 9, April 11-23 TBA MRS Sciences Inc. (formerly and April 25-27, s. 127 and 127.1 Morningside Capital Corp.), 2012 Americo DeRosa, Ronald M. Vaillancourt/U. Sheikh in Sherman, Edward Emmons and 10:00 a.m. attendance for Staff Ivan Cavric

Panel: TBA s. 127 and 127(1)

D. Ferris in attendance for Staff April 30-May 7, Rezwealth Financial Services Inc., May 9-18 and Pamela Ramoutar, Justin Panel: TBA May 23-25, Ramoutar, Tiffin Financial 2012 Corporation, Daniel Tiffin, 2150129 Ontario Inc., Sylvan TBA Gold-Quest International, 1725587 10:00 a.m. Blackett, 1778445 Ontario Inc. and Ontario Inc. carrying Willoughby Smith on business as Health and Harmoney, Harmoney Club Inc., s. 127(1) and (5) Donald Iain Buchanan, Lisa Buchanan and Sandra Gale A. Heydon in attendance for Staff s. 127 Panel: TBA H. Craig in attendance for Staff

TBA Yama Abdullah Yaqeen Panel: TBA

s. 8(2) TBA Lyndz Pharmaceuticals Inc., J. Superina in attendance for Staff James Marketing Ltd., Michael Eatch and Rickey McKenzie Panel: TBA s. 127(1) and (5)

J. Feasby/C. Rossi in attendance for Staff

Panel: TBA

September 23, 2011 (2011) 34 OSCB 9746

Notices / News Releases

TBA M P Global Financial Ltd., and TBA Maple Leaf Investment Fund Joe Feng Deng Corp., Joe Henry Chau (aka: Henry Joe s. 127 (1) Chau, Shung Kai Chow and Henry Shung Kai Chow), Tulsiani M. Britton in attendance for Staff Investments Inc., Sunil Tulsiani and Ravinder Tulsiani Panel: TBA s. 127

TBA Shane Suman and Monie Rahman A. Perschy/C. Rossi in attendance for Staff s. 127 and 127(1) Panel: TBA C. Price in attendance for Staff

Panel: TBA TBA Merax Resource Management Ltd. carrying on business as Crown Capital Partners, Richard Mellon TBA Gold-Quest International, Health and Alex Elin and Harmoney, Iain Buchanan and Lisa Buchanan s. 127

s. 127 T. Center in attendance for Staff

H. Craig in attendance for Staff Panel: TBA

Panel: TBA TBA Alexander Christ Doulis (aka Alexander Christos Doulis, TBA Brilliante Brasilcan Resources aka Alexandros Christodoulidis) Corp., York Rio Resources Inc., and Liberty Consulting Ltd. Brian W. Aidelman, Jason Georgiadis, Richard Taylor and s. 127 Victor York S. Horgan in attendance for Staff s. 127 Panel: TBA H. Craig in attendance for Staff

Panel: TBA TBA Uranium308 Resources Inc., Michael Friedman, George Schwartz, Peter Robinson, and TBA Abel Da Silva Shafi Khan

s. 127 s. 127

C. Watson in attendance for Staff H. Craig/C.Rossi in attendance for Staff Panel: TBA Panel: TBA TBA Paul Azeff, Korin Bobrow, Mitchell Finkelstein, Howard TBA Paul Donald Jeffrey Miller and Man Kin Cheng (a.k.a. Francis Cheng) s. 127

s. 127 C. Price in attendance for Staff

T. Center/D. Campbell in attendance Panel: TBA for Staff

Panel: TBA

September 23, 2011 (2011) 34 OSCB 9747

Notices / News Releases

TBA Axcess Automation LLC, TBA Peter Sbaraglia Axcess Fund Management, LLC, Axcess Fund, L.P., Gordon Alan s. 127 Driver, David Rutledge, 6845941 Canada Inc. carrying on business S. Horgan/P. Foy in attendance for as Anesis Investments, Steven M. Staff Taylor, Berkshire Management Services Inc. carrying on Panel: TBA business as International Communication Strategies, 1303066 Ontario Ltd. Carrying on TBA Crown Hill Capital Corporation business as ACG Graphic and Communications, Montecassino Wayne Lawrence Pushka Management Corporation, Reynold Mainse, World Class s. 127 Communications Inc. and Ronald Mainse A. Perschy in attendance for Staff

s. 127 Panel: TBA

Y. Chisholm in attendance for Staff TBA Ground Wealth Inc., Armadillo Energy Inc., Paul Schuett, Panel: TBA Doug DeBoer, James Linde, Susan Lawson, Michelle Dunk, TBA Nest Acquisitions and Mergers, Adrion Smith, Bianca Soto and IMG International Inc., Caroline Terry Reichert Myriam Frayssignes, David Pelcowitz, Michael Smith, and s. 127 Robert Patrick Zuk S. Schumacher in attendance for s. 37, 127 and 127.1 Staff

C. Price in attendance for Staff Panel: TBA

Panel: TBA TBA Shallow Oil & Gas Inc., Eric O’Brien, Abel Da Silva, Gurdip TBA Goldpoint Resources Singh Gahunia aka Michael Corporation, Pasqualino Novielli Gahunia and Abraham Herbert also known as Lee or Lino Grossman aka Allen Grossman Novielli, Brian Patrick Moloney also known as Brian s. 127(7) and 127(8) Caldwell, and Zaida Pimentel also known as Zaida Novielli H. Craig in attendance for Staff

s. 127(1) and 127(5) Panel: TBA

C. Watson in attendance for Staff

Panel: TBA

TBA Lehman Brothers & Associates Corp., Greg Marks, Kent Emerson Lounds and Gregory William Higgins

s. 127

C. Rossi in attendance for Staff

Panel: TBA

September 23, 2011 (2011) 34 OSCB 9748

Notices / News Releases

TBA Heir Home Equity Investment TBA Carlton Ivanhoe Lewis, Mark Rewards Inc.; FFI First Fruit Anthony Scott, Sedwick Hill, Investments Inc.; Wealth Building Leverage Pro Inc., Prosporex Mortgages Inc.; Archibald Investment Club Inc., Prosporex Robertson; Eric Deschamps; Investments Inc., Prosporex Ltd., Canyon Acquisitions, LLC; Prosporex Inc., Prosporex Forex Canyon Acquisitions SPV Trust, Networth Financial International, LLC; Brent Borland; Group Inc., and Networth Wayne D. Robbins; Marco Marketing Solutions Caruso; Placencia Estates Development, Ltd.; Copal Resort s. 127 and 127.1 Development Group, LLC; Rendezvous Island, Ltd.; The H. Daley in attendance for Staff Placencia Marina, Ltd.; and The Placencia Hotel and Residences Panel: TBA Ltd.

s. 127 ADJOURNED SINE DIE

A. Perschy / B. Shulman in Global Privacy Management Trust and Robert attendance for Staff Cranston

Panel: TBA Livent Inc., Garth H. Drabinsky, Myron I. Gottlieb, Gordon Eckstein, Robert Topol TBA Sino-Forest Corporation, Allen Chan, Albert Ip, Alfred C.T. Hung, LandBankers International MX, S.A. De C.V.; George Ho and Simon Yeung Sierra Madre Holdings MX, S.A. De C.V.; L&B LandBanking Trust S.A. De C.V.; Brian J. Wolf s. 127 Zacarias; Roger Fernando Ayuso Loyo, Alan Hemingway, Kelly Friesen, Sonja A. McAdam, Ed A. Perschy/H. Craig in attendance Moore, Kim Moore, Jason Rogers and Dave for Staff Urrutia

Panel: TBA Hollinger Inc., Conrad M. Black, F. David Radler, John A. Boultbee and Peter Y. Atkinson

September 23, 2011 (2011) 34 OSCB 9749

Notices / News Releases

1.1.2 OSC Staff Notice 33-736 – 2011 Annual Summary Report for Dealers, Advisers and Investment Fund Managers

OSC Staff Notice 33-736 – 2011 Annual Summary Report for Dealers, Advisers and Investment Fund Managers is reproduced on the following internally numbered pages. Bulletin pagination resumes at the end of the Staff Notice.

September 23, 2011 (2011) 34 OSCB 9750

OSC Staff Notice 33-736 Annual Summary Report for 2011 Dealers, Advisers and Investment Fund Managers 2009 Compliance Annual Report 2

Contents

Introduction ………………………………………………………………...... 4 1. New regime for registrants .…………………………………...... 6 1.1 Implementation of new regime ...... 6 1.2 Ongoing amendments to new regime for registrants …...…………….……………. 6 1.3 Cost disclosure and performance reporting ...... 8 1.4 Registration of non-resident investment fund managers …………………………... 10 2. Responding to global financial developments ……...... 13 2.1 Over-the-counter derivatives regulation ...... 13 2.2 Systemic risks potentially posed by hedge funds ...... 13 2.3 Fiduciary duty standard for dealers and advisers ……………...... 14 3. Focusing on registrant misconduct ……………………………………………… 17 3.1 Registrant conduct and risk analysis team ………………………………………….. 17 3.2 Publishing decisions on registration matters...... 17 3.3 Strong regulatory response to registrant misconduct ……………………………… 18 4. Information for firms and individuals applying for registration ...... 21 4.1 Risk-based approach to registration for individuals ……………...... 21 4.2 New trends in registration issues …………………………………………………….. 21 4.3 Common deficiencies from registration applications ……………………………….. 24 5. Information for advisers, investment fund managers and dealers …...... 30 5.1 All registrants …………………………………………………………………………… 30 A. Compliance review process and its outcomes …………………………………. 30 B. Updated risk assessment questionnaire ………………………………………... 32 C. Ongoing registrant filings …………………………………………………………. 33 D. New and proposed rules and initiatives impacting all registrants ……………. 33 E. Trends in deficiencies from compliance reviews and suggested practices …. 37 5.2 Portfolio managers …………………………………………………………………….. 40 A. Trends in deficiencies from compliance reviews and suggested practices …. 40 B. Marketing practices ……………………………………………………………….. 44 C. Portfolio manager client account statement practices ………………………… 45 D. On-line advice ……………………………………………………………………... 46 E. New and proposed rules impacting portfolio managers ………………………. 47 5.3 Investment fund managers ……………………………………………………………. 48 A. Trends in deficiencies from compliance reviews and suggested practices .… 48 B. New and proposed rules impacting investment fund managers ……………... 50 5.4 Exempt market dealers ………………………………………………………………... 52 A. Trends in deficiencies from compliance reviews and suggested practices .… 52 B. Reviews of higher risk exempt market dealers ………………………………… 56 C. New and proposed rules impacting exempt market dealers …………………. 59 6. Additional resources ……………………………………………………………….. 61 Appendix ...... 62

Introduction

This report provides information for dealers, advisers and investment fund managers that are regulated by the OSC, to help them comply with their regulatory obligations under Ontario securities law. It was prepared by the OSC’s Compliance and Registrant Regulation (CRR) Branch, which registers and oversees approximately 1,250 firms and 65,000 individuals in Ontario that trade or advise in securities or commodity futures, or act as an investment fund manager (collectively, registrants). The OSC also registers firms and individuals in the category of mutual fund dealer and firms in the category of investment dealer that are directly overseen by their self-regulatory organization (SRO), the Mutual Fund Dealers Association of Canada (MFDA) or the Investment Industry Regulatory Organization of Canada (IIROC), respectively.

This report primarily covers the OSC’s 2011 fiscal year (April 1, 2010 to March 31, 2011), with updates to make the information current. It includes trends in deficiencies from compliance reviews of registrants (and suggested practices to address them), new and proposed rules and initiatives impacting registrants, and information to assist firms and individuals applying for registration. We also provide an update on the new regime for registrants, the OSC’s response to global financial developments, our focus on registrant misconduct, and how registrants can get more information on their obligations.

For the 2012 fiscal year, the OSC’s key strategies for registrants include: • continuing to implement the new registrant regime • strengthening our registrant oversight and compliance presence • continuing to build our approach to registrant misconduct • creating new policy in high priority areas, and • modernizing and coordinating our approach to securities regulation. This report describes what we are doing to fulfill these strategies.

We encourage registrants to use this report to improve their understanding of: • initial and ongoing registration and compliance requirements • our expectations of registrants and our interpretation of regulatory requirements, and • new and proposed rules and other regulatory initiatives.

We also suggest registrants use this report as a self-assessment tool to strengthen their compliance with Ontario securities law, and to improve their systems of internal controls and supervision.1

1 The content of this report is provided as guidance for information purposes and not as advice. We recommend that you seek advice from a qualified professional adviser before acting on any information in this report, or on any web site to which this report is linked.

1. New regime for registrants

1.1 Implementation of new regime 1.2 Ongoing amendments to new regime for registrants 1.3 Cost disclosure and performance reporting 1.4 Registration of non-resident investment fund managers

1. New regime for registrants

1.1 Implementation of new regime

In the fall of 2009, National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103) came into force and introduced a new national regime for registrants that is harmonized, streamlined and modernized. We have been focused on assessing compliance by registrants with their capital, proficiency, conduct and practices requirements, and other ongoing registrant obligations that came into force through NI 31-103 and related rules and amendments to the Securities Act (Ontario) (the Act). We introduced the new regime for registrants together with other members of the Canadian Securities Administrators (CSA), and we continue to work with them on implementing its requirements in a harmonized manner.

Our implementation work includes assessing whether investment fund managers and exempt market dealers are appropriately registered in their new categories, and that registered individuals meet their new proficiency requirements. We have also been active in reviewing exemptive relief applications, including many involving new issues, such as foreign broker-dealers applying for registration as exempt market dealers (see section 4.2 of this report). Further, we have continued to perform on-site compliance reviews to assess adherence with the new regime for registrants, as well as performing desk reviews to assess capital adequacy. Given the impact of the new regime and the changes to registrants’ ongoing obligations, we continue to work with registrants so they understand their requirements and can develop appropriate procedures for compliance.

1.2 Ongoing amendments to new regime for registrants

When we first implemented the new regime for registrants, we indicated that we would propose amendments if investor protection, market efficiency or other regulatory concerns arose. We anticipated that these amendments would be necessary as we gained operational experience with the new regime. Following our monitoring of the implementation of the new regime and based on continued discussions with stakeholders about questions and concerns regarding their practical experience working with the new regime, we published proposed amendments to NI 31-103 and related rules for comment in June 2010.

Working with the CSA, we have now implemented amendments to the new regime and have updated the regulatory framework for firms and individuals who deal in securities, provide investment advice or manage investment funds. On April 15, 2011, the CSA published amendments to NI 31-103, its

7 companion policy (31-103CP), as well as to National Instrument 33-109 Registration Information (NI 33- 109) and its companion policy. In addition, we also published amendments to OSC Rule 33-506 (Commodity Futures Act) Registration Information that mirror the amendments made to NI 33-109.

The amendments came into force in all Canadian jurisdictions on July 11, 2011, and range from technical adjustments to more substantive matters. The revised rules codify current exemption orders and answers to frequently asked questions, provide new filing timelines, refine certain exemptions, and provide extended transition periods in respect of certain requirements. New guidance and clarifications have also been added to improve the framework and to reflect the changeover to International Financial Reporting Standards. We also added Ongoing Registrant Obligations to the title of NI 31-103 to better reflect the rule’s breadth and scope, which includes initial registration and requirements for ongoing registrant conduct and compliance.

The following highlights some of the key changes for all registrants, and those specific to dealers, advisers, and investment fund managers.

All registrants • added an explicit restriction on an individual registered with one firm from being registered with another registered firm • revised the registration requirements for individuals, including time limits on examination requirements and initial and ongoing proficiency • extended the notice of change filing requirements in NI 33-109 from 7 days to 10 days • extended the transition period by one year for certain registered firms to make available to their clients independent dispute resolution or mediation services (except in Québec)

Dealers and advisers • increased from 10% to 25% the beneficial ownership and control thresholds related to the know your client obligation to identify certain shareholders of corporate clients • clarified the guidance on the incidental activities in respect of merger and acquisition specialists • clarified the international dealer and international adviser registration exemptions

Investment fund managers • added a requirement for certain investment fund managers to send trade confirmations to security holders when they execute redemption orders received directly from security holders • added a limited exception from the restriction on lending to clients for investment fund managers in respect of certain loans to investment funds they manage

• extended the transition period to September 28, 2012 in respect of the temporary exemption from registration in additional local jurisdictions for Canadian investment fund managers registered in their principal jurisdiction, and for foreign investment fund managers (see section 1.4 of this report) • added guidance for investment fund managers to address situations where the board of directors or the trustee of a fund are directing an investment fund’s business, operations or affairs, and guidance in the context of fund complexes and groups with more than one investment fund manager (see section 4.2 of this report)

We think the amendments will enhance investor protection and improve the day-to-day operation of the new regime for both industry participants and regulators. In addition, we believe that the amendments will clarify our legislative intent. For more information, see Amended NI 31-103, NI 33-109 and OSC Rule 33- 506.

1.3 Cost disclosure and performance reporting

The CSA, along with IIROC and the MFDA, have been working to develop requirements in a number of areas related to a client’s relationship with a registrant. This initiative was previously referred to as the Client Relationship Model (CRM) project, which, as part of the new regime for registrants, developed requirements on relationship disclosure information delivered to clients at account opening, and comprehensive conflicts of interest requirements.

On June 22, 2011, we published proposed amendments on cost disclosure and performance reporting. If adopted, the amendments would introduce performance reporting requirements and enhance existing cost disclosure requirements in NI 31-103.

The purpose of the proposed amendments is to provide clients of all dealers and advisers, whether or not the registrant is a member of an SRO, with clear and complete disclosure of all charges associated with the products and services they receive, and meaningful reporting on how their investments have performed. They are also intended to provide investors with key information about their account and product-related charges and the compensation received by registrants. This information is to be provided at relevant times, such as at account opening, at the time a charge is incurred, and on an annual basis.

We expect that providing investors with clear and meaningful account performance reporting will help them in evaluating their account performance and provide them with the opportunity to make more informed decisions.

If the proposed amendments are adopted, they will result in investors receiving additional reporting from their registrant including: • a new annual summary of all account-related and product charges, and other compensation received by the registered firm • the original cost of each security added to account statements, and • annual account performance reporting.

Furthermore, the proposed amendments are intended to improve investor protection and would: • enhance the current disclosure of charges related to the operation of an account, and the making, holding and selling of investments • enhance the current disclosure of the compensation received by a registered firm, particularly relating to charges such as trailing commissions and deferred sales charges, and • provide guidance on inappropriate switch transactions and the resulting compensation received by registrants.

To help develop the proposals, the CSA requested feedback from investors to evaluate their understanding and expectations on account charges and performance reporting. This was done by surveying about 2,000 investors in July 2010. This investor research provided useful information on the type of information investors want to receive from their dealers and advisers, and also identified areas where investors need more guidance or disclosure. For more information, see Report: Performance Reporting and Cost Disclosure.

The CSA also consulted with dealers and advisers to gain insight into current industry performance reporting practices, and to identify issues and concerns with providing performance information. The consultations found that many registrants already provide some or all of the information required in the proposals to their clients or certain groups of their clients. However, some firms raised concerns about the potential cost, time and resources that would be required to prepare performance information, especially if systems need to be modified. The CSA is planning a phased introduction of the proposals to help address these concerns.

The CSA also developed a sample performance report that reflects the account performance reporting proposals. This document was tested on a one-on-one basis with investors, dealers and advisers to obtain reactions on its usefulness, clarity and overall appeal. For more information, see Canadian Securities Administrators Performance Report Testing.

The CSA continues to consider whether all securities held at issuers in "client name" should be included in account statements. The CSA has determined that more work needs to be done, so further research with investors is being conducted on their understanding and expectations about reporting on their security holdings. As well, further research with industry participants will be conducted to better understand the risks, benefits and constraints of reporting on clients' security holdings and how they should be disclosed.

For more information, see Notice of and Request for Comment on Proposed Amendments to NI 31-103 and 31-103CP: Cost Disclosure and Performance Reporting.

1.4 Registration of non-resident investment fund managers

The new regime for registrants introduced a registration requirement for every firm that directs the business, operations or affairs of an investment fund. All investment fund managers operating in Canada prior to September 28, 2009 were required to apply for registration in the jurisdiction where their head office is located by September 28, 2010.

We continue to work with other CSA members to determine how the investment fund manager registration requirement applies to non-resident investment fund managers, which includes: • international investment fund managers who carry out investment fund management activities outside of Canada, and • domestic investment fund managers with a head office in one province or territory who carry out investment fund management activities in other provinces or territories.

On October 15, 2010, the CSA published for comment proposed amendments to NI 31-103 on the registration of non-resident investment fund managers. Under the proposed amendments, a non-resident investment fund manager of an investment fund would need to be registered in a province or territory if: • the investment fund has security holders resident in that province or territory, and • the investment fund manager has actively solicited residents in that province or territory to purchase securities of the fund.

We proposed certain exemptions for investment fund managers if the investment funds they manage are only distributed to permitted clients, provided certain other conditions are met. A grandfathering exemption was also proposed for those investment fund managers that have not actively solicited local residents after September 28, 2011.

The CSA continues to review the pending amendments and address issues raised through the public comment process. In the meantime, the temporary exemptions from the investment fund manager registration requirement for non-resident investment fund managers have been extended to September 28, 2012.

For more information, see Notice of and Request for Comment on Proposed Amendments to NI 31-103: Registration of International and Certain Domestic Investment Fund Managers.

2. Responding to global financial developments

2.1 Over-the-counter derivatives regulation 2.2 Systemic risks potentially posed by hedge funds 2.3 Fiduciary duty standard for dealers and advisers

2. Responding to global financial developments

2.1 Over-the-counter derivatives regulation

Over-the-counter (OTC) derivatives are financial contracts such as options, forwards and swaps that do not trade on an exchange. Proposals are being developed by the CSA to significantly enhance the regulation of OTC derivatives in Canada and to manage the risks they pose. This initiative is part of Canada’s G20 commitments to develop more robust oversight of the financial markets, including OTC derivatives, as a result of the recent global financial crisis. To start, the CSA published in November 2010 CSA Consultation Paper 91-401 Over-the-Counter Derivatives Regulation in Canada (CP 91-401) for comments. This paper outlined a number of recommendations, including: • mandatory reporting of all derivatives trades by Canadian counterparties to a trade repository • provincial regulators obtaining authority to mandate electronic trading of OTC derivatives products where appropriate • mandatory central clearing of OTC derivatives where appropriate • using a risk-based approach by imposing capital and collateral requirements to appropriately reflect the risks that an entity assumes, and • establishing exemptions from the regulatory proposals in CP 91-401 for defined categories of end-users.

The CSA has reviewed the comments it received from CP 91-401 and will be publishing a series of eight additional consultation papers on specific aspects of OTC derivatives regulation that build on the proposals, including one on registration requirements and exemptions for OTC derivatives dealers and advisers. The OSC, led by our Derivatives Branch, is an active participant in these proposals.

2.2 Systemic risks potentially posed by hedge funds

Hedge funds continue to be a topic of interest among regulators around the world following the recent global financial crisis. The financial crisis illustrated that investment risk can spread across global economies, asset classes and capital structures. While hedge funds did not cause the financial crisis, the OSC and other regulators are taking a closer look at the role that they potentially play in spreading systemic risks through the markets.

Systemic risk is commonly viewed as the risk of a breakdown in the entire financial system caused by a chain reaction in which the failure of a firm or group of firms impacts other market

14 participants in the system. Systemic risk is not unique to hedge funds, but a large fund or group of funds can contribute to systemic risk to the extent they can transmit financial stress to other market participants. Hedge funds have the ability to take on leverage from borrowing and/or derivative transactions and have a wide array of interconnections, including prime broker arrangements and other counterparties.

In April 2009, G20 leaders committed to enhancing the oversight of hedge funds. Given the G20’s particular interest in hedge funds, the International Organization of Securities Commissions established a task force (IOSCO Task Force) to focus on assessing systemic risks that hedge funds may pose globally. The OSC and other Canadian regulators are also considering the potential for systemic risks posed by the Canadian hedge fund industry.

The OSC has been engaged in this area of work both globally and in Canada. For example, in 2010, we undertook a data-gathering exercise by sending a survey to known hedge fund managers with a head office in Ontario. This exercise was part of a larger data-gathering initiative led by the IOSCO Task Force. The data collected from the survey provided us with information on the hedge funds in Ontario, and some insight into possible systemic risks in the hedge fund sector. The OSC continues to work with other Canadian regulators and agencies and IOSCO towards establishing principles for hedge fund regulation and on assessing systemic risks that hedge funds may pose both globally and in the Canadian context.

2.3 Fiduciary duty standard for dealers and advisers

We are considering whether an explicit legislative fiduciary duty standard should apply to dealers and advisers in Ontario. A fiduciary duty is essentially a duty to act in a client’s best interest. In Ontario, section 116 of the Act applies a fiduciary duty to investment fund managers in their dealings with the investment funds they manage. However, there is no equivalent duty under the Act that explicitly applies a fiduciary duty to dealers and advisers in their dealings with their clients (although there is legislation that requires them to deal fairly, honestly and in good faith with their clients). Although there is no fiduciary legislation in Ontario, Canadian courts can find that a given dealer or adviser owes a fiduciary duty to his or her client. This may be the case, for example, if: (a) the client places significant trust and reliance on the dealer or adviser and the dealer or adviser accepts this responsibility, and (b) where the dealer or adviser has explicit (as in the case of a managed account) or implicit (as in the case of a non-managed account where the client essentially always follows the advice provided) power over the client.

Recently, there have been important international developments on the issue of fiduciary duty. In the United States, the Securities and Exchange Commission is expected to introduce rules in 2012 that would create a common statutory fiduciary duty for investment advisers and broker- dealers when they are providing personalized advice to retail clients. In Australia, the government is expected to introduce legislation in 2012 that will make advisers subject to a fiduciary duty when dealing with retail clients. In the United Kingdom, authorized firms are currently required to act honestly, fairly and professionally in accordance with the best interests of their retail clients. The OSC continues to monitor the fiduciary duty debate in Canada and internationally, as well as rule developments on this topic in the US, Australia and the UK.

3. Focusing on registrant misconduct

3.1 Registrant conduct and risk analysis team 3.2 Publishing decisions on registration matters 3.3 Strong regulatory response to registrant misconduct

3. Focusing on registrant misconduct

3.1 Registrant conduct and risk analysis team

The CRR Branch’s Registrant Conduct and Risk Analysis team was formed in early 2010 to develop timely responses to registrant misconduct. This team, which includes staff with prior experience working in the OSC’s Enforcement Branch, supports the CRR Branch’s other staff when they identify potential registrant misconduct, for example from an on-site compliance review of a registrant or when an individual with a history of misconduct applies for registration. Staff from this team will investigate the misconduct, assist in the formulation of our position when terms and conditions are applied or registration is suspended, and support the CRR Branch in matters resulting in opportunities to be heard (OTBH) before the Director. They also prepare registrant related cases that are referred to the OSC's Enforcement Branch.

This team also adopted negotiated settlements as a way of resolving matters with registrants or applicants for registration. Settlements reduce the number of contested OTBHs, allowing us to balance using our limited resources more efficiently while still meeting our investor protection mandate. Negotiated settlement agreements will be released on our web site and published in the OSC Bulletin (see section 3.2 below). Additionally, their adoption of "term suspensions" (i.e., suspensions for a predetermined period of time) was critical to developing a settlement process. Previously, the only remedies sought by us on an OTBH were indefinite suspensions or terms and conditions. Now, term suspensions provide a new flexibility when developing remedies.

3.2 Publishing decisions on registration matters

Our Registrant Conduct and Risk Analysis team also developed guidelines for increasing the transparency when the CRR Branch makes certain decisions on a firm’s or individual’s registration. On May 20, 2011, we published OSC Staff Notice 34-701 Publication of Decisions of the Director on Registration Matters under Part XI of the Securities Act (Ontario) ("Opportunities to be Heard") (OSC Notice 34-701). This notice introduces a new approach to the publication of OTBH decisions in both the OSC Bulletin and on the OSC’s web site. Previously, only Director decisions in contested OTBHs were published. We determined that we could achieve increased transparency and investor protection by publishing decisions in situations where an OTBH is resolved through a negotiated settlement, or where registrant misconduct was identified and a recommendation made to the Director but the registrant elected not to request an OTBH.

Under the new approach, the following types of decisions will now be published: • decisions approving joint recommendations to settle OTBHs where the result is a suspension of registration or the imposition of terms and conditions requiring strict supervision • decisions to suspend a registrant where no OTBH has been requested, and • decisions to impose terms and conditions requiring strict supervision where no OTBH has been requested.

For more information, see OSC Notice 34-701.

3.3 Strong regulatory response to registrant misconduct

We are vigilant when we find evidence of potential registrant misconduct or fraud. This is demonstrated by the fact that about 10% of our on-site compliance reviews of registered firms in each of the last two fiscal years resulted in referrals to the OSC’s Enforcement Branch for investigation (see Compliance review process and its outcomes in section 5.1A of this report).

The CRR Branch has also pursued a number of cases of registrant misconduct which resulted in the suspension of firms’ and individuals’ registration or terms and conditions on their registration. Notable cases from the past year include:

• Re Carter Securities Inc. (September 22, 2010) and Re Waterview Capital Corp. (April 25, 2011): In both of these cases, which involved firms registered as exempt market dealers, staff recommended to the Director that the firm’s registration be suspended based on allegations that included, among other things, misleading sales practices in the distribution of securities of related party issuers. The Director accepted staff’s recommendations in both cases, following an OTBH. The Carter case was the first time a firm’s registration was suspended using powers granted to the Director by the 2009 amendments to the Act.2

• Re Sawh and Trkulja (January 25, 2011): These individuals had previously run a small firm registered as both a mutual fund dealer and an exempt market dealer. The MFDA brought enforcement proceedings against these individuals and their firm for, among other things, selling certain prospectus-exempt securities to clients without assessing the suitability of those investments. Significant problems with the securities in issue later emerged, as it appeared that the issuers had not used investor funds as intended. The individuals settled the MFDA proceedings, and the terms of settlement included the closing of their firm. The individuals subsequently applied for registration as dealing representatives with another

2 Carter Securities Inc. has applied for a review of the Director’s decision by the Commission.

mutual fund dealer, and staff recommended to the Director that the applications be refused. Following an OTBH, the Director accepted staff’s recommendation.3

• Re Obasi (March 4, 2011) and Re DiPronio (June 3, 2011): Mr. Obasi was registered as a scholarship plan dealing representative, and Mr. DiPronio was registered as a mutual fund dealing representative. In both cases, staff alleged that the registrants had forged certain client documents. The DiPronio case was settled on the basis that the registrant admitted his misconduct and agreed to a nine-month suspension of his registration. The Obasi case proceeded to an OTBH, following which the Director also imposed a nine-month suspension.

• Re Mistry (April 14, 2011): Staff interviewed Mr. Mistry, who was registered as an exempt market dealing representative, concerning his involvement in the apparent failure of an issuer of which he was a principal. During the interview, Mr. Mistry generally disclaimed any knowledge about the issuer’s failure or the reasons for it. Following a subsequent investigation, staff determined that Mr. Mistry’s level of knowledge about the events in question was greater than he had represented in the interview. As a result, staff recommended to the Director that Mr. Mistry’s registration be suspended, and following an OTBH, the Director accepted this recommendation.

• Re Royal Securities Corp. (July 15, 2011): This case involves the first suspension of a portfolio manager by the Director. Staff obtained evidence that Royal Securities Corp., a firm registered as both an exempt market dealer and a portfolio manager, had engaged unregistered individuals to sell units of a high-risk investment fund managed by the firm. These individuals cold-called investors in Ontario and other provinces and made extravagant and misleading claims in order to sell units of the investment fund. Staff recommended to the Director that the firm’s registration be suspended, along with the firm’s principal, Ningyuan Guo (also known as Mark Guo). Mr. Guo requested an OTBH, but refused to attend on the scheduled date. As a result, staff’s recommendation was accepted and both the firm and Mr. Guo were suspended.

For more information, see Director’s Decisions.

3 Sawh and Trkulja have applied for a review of the Director’s decision by the Commission.

4. Information for firms and individuals applying for registration

4.1 Risk-based approach to registration for individuals 4.2 New trends in registration issues 4.3 Common deficiencies from registration applications

4. Information for firms and individuals applying for registration

4.1 Risk-based approach to registration for individuals

Over the past year, we developed a risk-based approach to assess registration applications for individuals who are to be registered with a currently registered firm. This approach is designed to create operational efficiencies by focusing on those deficiencies in an application that may have an effect on the registration decision. This allows us to allocate resources where they will be of greatest value.

Our risk model takes into account whether an application evidences the three fundamental criteria for determining suitability for registration, which are integrity, proficiency and solvency. It also includes the sponsoring firm's track record of submitting error-free submissions and sponsoring suitable candidates for registration. We plan to refine our approach further to take into account firms with rigorous hiring practices and effective supervisory structures.

4.2 New trends in registration issues

Foreign broker-dealers applying as EMDs We have recently learned that there may be a number of foreign broker-dealers registered as exempt market dealers (EMD) that are carrying out brokerage services for accredited investors on both foreign markets and Canadian markets. We understand that these are primarily broker- dealer firms registered in the United States that are members of the Financial Industry Regulatory Authority.

Additionally, over the last year, we have received a number of applications by firms seeking registration in the EMD category, and a large number of applications for exemptions from some of the provisions of NI 31-103, such as lending or providing margin, to facilitate a business model which includes brokerage activities, either conducted directly or indirectly.

We believe that the use of the EMD registration category for these activities raises serious policy issues to be considered by regulators and the industry. As a result, we published a CSA Staff Notice to outline our concerns and our interim response to these issues, and to advise that we will be examining these activities in a wider consultation and review process in order to assess whether market participants in Canadian securities markets are operating within a consistent regulatory framework and on a level playing field.

For more information, see CSA Staff Notice 31-327 Broker-Dealer Registration in the Exempt Market Dealer Category.

Trading or advising activities by a foreign bank representative office (FBRO) An FBRO is the Canadian office of a foreign bank that is registered with and supervised by the Office of the Superintendent of Financial Institutions Canada (OSFI). FBROs are not permitted to carry on any banking activity in Canada other than promoting the services of the foreign bank and acting as a liaison between the foreign bank and its clients in Canada. However, FBROs may be permitted to be engaged in the business of trading or advising in securities in Ontario provided that they obtain OSFI approval and also comply with Ontario securities law, including registering with the OSC under an appropriate registration category or relying on a valid registration exemption.

Investments issued by Antigua-based Stanford International Bank (SIB) were sold to investors from SIB’s former FBRO in Québec. This activity was part of an alleged international, multi-billion dollar investment fraud. In response, we completed a review of all 19 of the Ontario-based FBROs that were not registered with us to assess if they were in the business of trading or advising in securities in Ontario. At the same time, the Autorité des marchés financiers (AMF) reviewed the Québec-based FBROs.4

Our reviews of the Ontario-based FBROs did not find evidence of fraud. However, we identified concerns with some of the foreign banks’ dealings with Ontario residents from their home country and/or their FBROs’ activities, which may indicate that some of the foreign banks are in the business of trading or advising in securities in Ontario without registration with us or validly relying on a registration exemption. The AMF had similar findings for the Québec-based FBROs. We are following up with these FBROs in our respective jurisdictions to assess whether they have addressed our concerns.

Mortgage investment entities (MIE) An MIE is a person or company whose purpose is to directly or indirectly invest substantially all of its assets in debts owing to it that are secured by mortgages, hypothecs or in any other manner on real property. An MIE’s other assets are limited to bank deposits, cash, and certain debt securities, real property and hedging instruments.

4 Ontario and Québec were the only Canadian jurisdictions where FBROs were located at the time of our review.

To clarify the registration requirements that apply to MIEs in each CSA jurisdiction, on February 25, 2011, the CSA published CSA Staff Notice 31-323 Guidance Relating to the Registration Obligations of Mortgage Investment Entities (CSA Notice 31-323).

We intend to monitor the application of registration requirements to MIEs operating in Ontario under different business models and structures, and we may review our position outlined in the notice if investor protection concerns are identified.

For more information, see CSA Notice 31-323.

Proficiency relief granted to registered individuals We receive numerous exemption requests from proficiency requirements for chief compliance officers, advising representatives and dealing representatives. We have historically only published Director Decisions relating to proficiency which result from a contested “opportunity to be heard” in connection with the denial of an application for registration. As a result, very little guidance exists for registrants on alternative education and experience which the Director has accepted as being equivalent to, or more appropriate in the circumstances than, the applicable proficiency requirements in NI 31-103.

As part of our commitment to dealing transparently with our stakeholders (including investors and securities professionals), we are working with the CSA to develop a strategy for regularly publishing relevant information on the types of education and experience for which proficiency relief has or has not been granted.

Investment fund complexes or groups with more than one investment fund manager A person or company that directs the business, operations or affairs of an investment fund must obtain registration as an investment fund manager. Some investment fund complexes or groups have more than one entity within the fund complex that trigger the registration requirement because they direct the business, operations or affairs of an investment fund. In these cases, more than one entity is subject to investment fund manager registration unless an exemption is granted. For example, structures where investment funds are organized as limited partnerships may have multiple entities within the fund complex that could require investment fund manager registration.

We amended our guidance to NI 31-103 to address the issue of multiple investment fund manager registration within a fund complex. The registration requirement for investment fund managers is generally not intended to result in multiple investment fund manager registrations

24 within a fund complex because often many of the fund management functions are centralized and performed by one entity within the group. We will consider granting exemptive relief on a case-by- case basis when we are satisfied that the regulatory risks and concerns are adequately addressed through the registration of at least one investment fund manager in the fund complex. For information about the factors that we typically consider in granting such relief, see section 7.3 of 31-103CP.

4.3 Common deficiencies from registration applications

The processing of applications for registration may be delayed if a registration application form is incomplete or lacks sufficient detail. To address this, we have listed in the tables below the common deficiencies identified from firm and individual registration applications reviewed over the last year. The deficiencies have been separated out by the type of form used. In order to reduce delays in the processing of applications, applicants should avoid these common deficiencies and follow the identified actions to be taken before submitting their applications.

We also provide some guidance on filing notices of changes to registration information and exemption applications that are connected to a registration application.

The deficiencies and actions to be taken are listed in the same order as the information is requested on the applicable forms. References to item numbers, schedules and questions are to specific sections of the forms.

Firm applications Form 33-109F6 (F6) Firm Registration

Deficiency noted Action to be taken Items 2.5 and 2.6 Contact names – the Ultimate Include the UDP’s and CCO’s contact information Designated Person’s (UDP) and Chief Compliance such as telephone numbers and e-mail addresses. Officer’s (CCO) telephone number and e-mail address are not provided. Item 3.1 Firm's business – insufficient detail is Provide detailed description of the firm’s intended provided regarding the firm’s proposed business activities as a registrant, such as its industry focus, activities. target market and the products and services it will provide to clients. Also, describe any unique business activities, such as plans to provide on-line advisory services to clients (see section 5.2D of this report for a discussion of on-line advice).

Deficiency noted Action to be taken Item 3.9 Business registration number – the firm’s Provide the firm’s business registration number(s) registration number(s) is not provided where for each jurisdiction of Canada where the firm is applicable. seeking registration, when a business registration number is required under the local laws of the jurisdiction. If registered federally, this does not always preclude a firm from obtaining provincial business registration. Item 3.12 Ownership chart – the ultimate ownership Include a complete ownership chart that includes the percentage is not provided. owner’s name(s), and the class, type, amount and voting percentage of ownership of the firm’s securities. If the ultimate indirect shareholder is an entity, include the shareholder(s) of that entity.

Item 5.5 Bonding or insurance details – incomplete Include all insurance details including the name of details provided on bonding and insurance. insurer, policy number, specific insuring agreements and clauses, coverage details, amount of deductible and renewal date.

The entire policy need not be sent to us; the binder setting out these details is sufficient.

For firms providing the Form B Financial Institution Bond, provide information setting out how the Form B is equivalent to the clauses outlined in Appendix A to NI 31-103. Item 6.1 Client assets – inappropriate responses are See section 12.4 of 31-103CP for guidance on what provided on whether the firm holds or has access to constitutes holding or having access to client assets. client assets. Item 6.2 Conflicts of interest – inappropriate Provide details about each significant conflict, and responses provided on relationships that could respond if the firm has policies and procedures to reasonably result in any significant conflicts of identify and respond to its conflicts of interest (and if interest. For example, firms that have related no, explain why). For guidance on conflicts of registrants or issuers do not disclose the details of interest, see section 13.4 of 31-103CP and CSA these conflicts of interest. Staff Notice 31-326 Outside Business Activities. Schedule B - Submission to jurisdiction and Print legible information or have the information in appointment of agent for service - the information on the schedule typed. the form is handwritten and not legible. Schedule C - Form 31-103F1 Calculation of Excess Ensure the current period on the Form 31-103F1 Working Capital - the current period indicated on the matches the period for the audited financial Form does not match the period for the audited statements submitted. financial statements submitted.

Form 33-109F5 Change of Registration Information (for changes to registered firm information in section 3.1 of NI 33-109)

Deficiency noted Action to be taken Changes to Form 33-109F6 - investment dealers Investment dealers registered with us must file all (that are members of IIROC) do not file the Form 33- changes in their Form 33-109F6 with the OSC by 109F5 notifying us of changes. submitting a completed Form 33-109F5. Item 2 Details of Change - the Form 33-109F5 is Provide us with details of all changes to information filed without sufficient details of the change. previously submitted on Form 33-109F6, including the item number(s) and details of the change(s).

Individual applications

Form 33-109F4 - Registration of Individuals and Review of Permitted Individuals

Deficiency noted Action to be taken Item 1 Name - trade names used by dealing Provide any trade names in both Question 3 of Item representatives are not disclosed in Question 3 on 1 and in Schedule A Names. “Use of other names.”

Item 5 Registration jurisdictions - inappropriate Understand which filings may be submitted under responses are provided to Question 1, which asks: the passport system or the interface system. For Are you filing this form under the passport system / more information about registering in more than one interface for registration? For example, the jurisdiction, see National Policy 11-204 Process for questions is answered as “yes” when the application Registration in Multiple Jurisdictions. cannot be filed under the passport system /interface. Item 8 Proficiency – the individual has not provided Filers should familiarize themselves with the sufficient evidence of their relevant experience to applicable proficiency requirements, and ensure the support their application for registration. application reflects how the applicant qualifies for the category of registration they have applied under. See Part 3 of NI 31-103 (for proficiency requirements). Item 10 and Schedule G Current employment, other Item 10, Schedule G, Question 3 on Description of business activities, officer positions held and duties: Provide detailed disclosure including the directorships – incomplete responses are provided nature of the business, the duties of the applicant on Schedule G, Question 3, Description of duties and the relationship with the business. and Question 5, Conflicts of interest. When one is seeking registration that requires Disclosure of other business activities is often not specific experience, the response to this question provided. We are often provided with notices to should include details for each position at a firm update this question when the other business such as level of responsibility, value of accounts activity started before the initial application was under direct supervision, number of years of submitted. experience, and percentage of time spent on each

Deficiency noted Action to be taken activity. Often we are not provided with adequate details to establish how their experience is relevant or sufficient to qualify for registration.

Item 10, Schedule G, Question 5 on Conflicts of interest: Respond to the question in its entirety by completing parts A to E. For guidance on conflicts of interest, see section 13.4 of 31-103CP and CSA Staff Notice 31-326 Outside Business Activities. Item 11 and Schedule H Previous employment and Include all details required by the questions in other activities – incomplete responses are provided. Schedule H, including a clear reason for leaving the For example, applicants do not provide the reason previous employment. It is not sufficient to only for leaving their previous employment or the reason provide a job title to describe your previous firm’s provided is not clear. business and your duties. Items 12 to 16 inclusive. Resignations and It is the firm’s responsibility to conduct its own due terminations; Regulatory disclosure; Criminal diligence on an individual it intends to sponsor. It is disclosure; Civil disclosure; and Financial disclosure critical that information submitted to us is complete – incomplete information is provided for the and accurate. applicable questions. Item 17 Ownership of securities and derivatives Disclose all details on the ownership of any firms – insufficient detail is provided. securities or derivatives firms, including the percentage of ownership in the sponsoring firm.

Form 33-109F5 Change of Registration Information (for changes to an individual’s information in section 4.1 of NI 33-109)

Deficiency noted Action to be taken Item 17 Ownership of securities and derivatives Provide details on any change in ownership in the firms – we are often not provided notice when an firm, including the percentage of ownership by individual becomes a shareholder of their submitting Form 33-109F5 within 10 days of the sponsoring firm. change.

Exemption applications that are connected to a registration application

Deficiency noted Action to be taken Insufficient detail is provided on an exemption Provide complete and relevant details on the application from the proficiency requirements for an applicant’s education and experience so we are able individual applicant that is connected to his or her to determine whether exemptive relief from the registration application. Or, the exemption proficiency requirements is appropriate. Also, application is not provided at the same time as the explain how and why the individual’s education and

28 registration application. experience is equivalent to, or more appropriate in the circumstances than, that required in NI 31-103.

An exemption application should accompany the application for registration to avoid having an application for registration returned and therefore delayed.

We remind sponsoring firms that section 5.1(1) of NI 33-109 requires you to make reasonable efforts to ensure the truth and completeness of the registration information submitted to us for any individual, and that firms themselves are required to provide accurate and truthful disclosure in all applications and notices filed with us to comply with section 122 of the Act.

5. Information for advisers, investment fund managers and dealers

5.1 All registrants A. Compliance review process and its outcomes B. Updated risk assessment questionnaire C. Ongoing registrant filings D. New and proposed rules and initiatives impacting all registrants E. Trends in deficiencies from compliance reviews and suggested practices 5.2 Portfolio managers A. Trends in deficiencies from compliance reviews and suggested practices B. Marketing practices C. Portfolio manager client account statement practices D. On-line advice E. New and proposed rules impacting portfolio managers 5.3 Investment fund managers A. Trends in deficiencies from compliance reviews and suggested practices B. New and proposed rules impacting investment fund managers 5.4 Exempt market dealers A. Trends in deficiencies from compliance reviews and suggested practices B. Reviews of higher risk exempt market dealers C. New and proposed rules impacting exempt market dealers

5. Information for advisers, investment fund managers and dealers

The information in this section includes the key findings and outcomes from our ongoing reviews of all the registrants we regulate. Here we highlight deficiencies from our oversight reviews of registrants and provide suggested practices to address those deficiencies. The suggested practices are intended to give guidance to registrants to help them comply with their regulatory obligations, as they provide our interpretations of the legal requirements and our expectations of registrants. We also discuss new or proposed rules and initiatives impacting registrants.

This part of the report is divided into four main sections. The first section contains general information that is relevant for all registrants. The other three sections contain information specific to portfolio managers, investment fund managers and exempt market dealers, respectively. This report is organized to allow a registrant to focus on reading the section for all registrants and the sections that apply to their registration categories. However, we recommend that registrants review all sections in this part, as some of the information presented for one type of registrant may be relevant to other registrants.

5.1 All registrants

This section outlines our compliance review process and its outcomes, and details new and proposed rules and initiatives impacting all registrants.

A. Compliance review process and its outcomes

We conduct compliance reviews of selected registered firms on a continuous basis. Generally, we use a risk-based approach to select registrants for review; however, we occasionally select firms for review on a random basis, for example, to help us evaluate the effectiveness of our risk-based approach. Compliance reviews of registered firms generally focus on their conduct, practices, operations and capital adequacy. The risk-based approach is intended to identify those registrants that are most likely to have material issues, including risk of harm to investors. We normally conduct compliance reviews on-site at a registrant’s premises, but may also perform reviews from our offices, which are known as desk reviews. The majority of reviews are proactive in nature, but we also perform reviews on a for-cause basis where we are aware of a potential compliance issue, for example, from a complaint or a referral from another branch, an SRO or another regulator. We also conduct sweeps, which are compliance reviews of a sample of

31 registered firms on a specific topic or in an industry sector over a short period of time. Sweeps allow us to respond on a timely basis to industry-wide concerns or issues.

The purpose of compliance reviews is to assess compliance with Ontario securities law. In most cases, the deficiencies noted are raised with the firm reviewed so that appropriate corrective action can be taken. During our reviews, we also stay alert to any signs of potential fraud and will take appropriate steps if we identify these signs.

We monitor the outcomes from our reviews to assess overall compliance and to identify areas of focus for future reviews. Compliance reviews often lead to enhanced compliance at registrants, but may result in other regulatory actions such as terms and conditions being imposed on a registrant’s registration, suspension of the firm’s and its individuals’ registrations, or a referral to the OSC’s Enforcement Branch. The outcomes of our compliance reviews in fiscal 2011, with comparables for 2010, are presented in the following table and are listed in their increasing order of seriousness. The percentages in the table are based on the registered firms we reviewed during the year and not the population of all registered firms.

Outcomes of compliance reviews Fiscal Fiscal

(all registration categories) 2011 2010

Enhanced compliance 31% 37%

Significantly enhanced compliance 57% 50%

Terms and conditions on registration 3% 3%

Referral to the Enforcement Branch 9% 10%

Each outcome is explained below. In some cases, there may be more than one outcome from a review. In these cases, the review is counted only under its most serious outcome.

• Enhanced compliance: At the end of a review, we usually issue a report to the firm identifying areas of non-compliance that require corrective action. We work with the firm to facilitate the appropriate resolution of deficiencies. Compliance field reviews generally result in enhanced compliance at these firms following their actions to address the identified matters and to improve their compliance systems, internal controls, or policies and procedures. In 2010-11, 31% of field reviews resulted in enhanced compliance by the registrant.

• Significantly enhanced compliance: When the seriousness of the deficiencies identified during a review warrant it, in addition to the steps taken in the enhanced compliance outcome, we increase our monitoring of the registrant. For example, we may conduct a follow-up review of a registrant or require the registrant to provide additional evidence to assess if they have appropriately addressed the identified deficiencies. The increased monitoring and the registrant’s actions generally result in significantly enhanced compliance by the firm. In 2010-11, 57% of field reviews resulted in significantly enhanced compliance by registrants.

• Terms and conditions on registration: We may impose terms and conditions on a firm’s registration to more actively monitor how a registrant is complying with securities law. We may also impose terms and conditions requiring a registered firm to take a specific action or to restrict their business activities. For example, terms and conditions may require the firm to submit information (such as financial statements and capital calculations) to the OSC more frequently, retain a consultant to improve its compliance systems, or prohibit the registrant from opening new client accounts. In 2010-11, 3% of field reviews resulted in the imposition of terms and conditions on the registration of registrants.

• Referral to the Enforcement Branch: If we identify a serious breach of securities law, we may also discuss the findings with the Enforcement Branch, and together determine an appropriate course of action. In 2010-11, 9% of field reviews resulted in referrals to the Enforcement Branch.

In fiscal 2011, the CRR Branch also suspended the registration of a registered firm as a result of a compliance review. This was the first time a registered firm’s registration was suspended under new powers granted to the Director that came into force at the same time as the new regime for registrants. For more information, see section 3.3 of this report.

B. Updated risk assessment questionnaire

In prior years, a risk assessment questionnaire (RAQ) was developed for separate categories of registered firms. This year, we developed an updated and integrated RAQ which was sent out in June 2011 to all portfolio managers, investment fund managers and exempt market dealers registered in Ontario. The integrated RAQ contains a general section for all registrants, then specific sections on their applicable portfolio manager, investment fund manager and exempt

33 market dealer registration(s). Therefore, a registered firm was only required to complete one RAQ, even if it was registered in multiple registration categories. The updated RAQ includes questions relating to different areas of a firm’s operations such as registration, business activities, financial condition, custody, fee arrangements, and compliance. The completed questionnaires will be risk-ranked, and each registrant will be assigned a risk ranking. We will use the risk ranking as a tool to allocate our resources effectively by focusing our compliance activities on higher risk registrants. Later this fiscal year, we will start conducting on-site compliance reviews of firms that are higher risk based on their responses to the RAQ.

C. Ongoing registrant filings

Registrants have ongoing filing obligations. For example, NI 33-109 requires registrants to update information submitted in applications for firms and individuals, NI 31-103 requires firms to provide us with filings such as annual audited financial statements, and OSC Rule 13-502 Fees requires registered firms and unregistered exempt international firms to file Form 13-502F4 and pay capital market participation fees.

All of the above filings have a deadline. We no longer provide reminders with respect to the deadline for filings. It is the responsibility of the firm to have a compliance structure in place that enables it to comply with all regulatory requirements. If the deadline is not met, it may affect a firm’s continued suitability for registration and may result in terms and conditions being imposed on the firm’s registration or suspension of registration. In addition, firms will incur late filing fees of $100 for each business day that the filing is late, to a maximum of $5,000 annually.

Notices of changes to the registration information for individuals are often submitted to us late. Firms should ensure that the individuals they sponsor update them of changes in their registration information on a timely basis so that the firm can submit the notice of change on time and avoid late filing fees. If a firm requires an extension for a filing, it must file a relief application at least 30 days in advance of the deadline.

D. New and proposed rules and initiatives impacting all registrants

In addition to the new regime for registrants, we actively participated in the development and implementation of new and proposed rules and other initiatives. The key rules and initiatives that generally impact all registrants are described below.

International Financial Reporting Standards (IFRS) For financial years beginning on or after January 1, 2011, Ontario-based registrants are required to deliver to the OSC their annual audited financial statements that are prepared using IFRS. IFRS also applies to certain Ontario-based registrants that are required to prepare and deliver interim financial information to the OSC. For the purposes of this section, Ontario-based registrants include registered firms who are not members of IIROC or the MFDA or registered firms who are registered in any other category of registration (for example, exempt market dealer, investment fund manager) and are also members of IIROC or the MFDA.

Part 12, Division 4 of NI 31-103 sets out the financial reporting obligations for registered firms. It requires Ontario-based registrants to deliver their annual audited financial statements to the OSC within 90 days after their financial year end. It also requires certain Ontario-based registrants, such as investment fund managers and scholarship plan dealers, to deliver to the OSC their unaudited interim financial information within 30 days after the end of each quarter. NI 31-103 and National Instrument 52-107 Accounting Principles and Auditing Standards (NI 52-107) require that the financial statements and financial information be prepared in accordance with IFRS, except that the statements must be prepared on a non-consolidated basis. For more details on the requirements, including those for foreign registrants, see NI 52-107.

To assist firms in their conversion to IFRS, the following amendments were made to NI 31-103: • Registered dealers and investment fund managers were provided a 15-day extension to the deadline to deliver their first interim financial information and completed Form 31-103F1 in the year of adopting IFRS. However, there is no extension for delivering the annual audited financial statements. • An exemption is available to registrants from the requirement to provide comparative information in financial statements and interim financial information for the financial year beginning in 2011.

For more information, see Information on IFRS for Dealers, Advisers and Investment Fund Managers.

Use of accredited investor exemption We have concerns that some issuers and dealers are selling exempt securities in reliance on the accredited investor (AI) exemption to individual investors who do not meet the definition of an AI. Securities that are exempt from the prospectus requirement are referred to as exempt securities. In response to our concerns, in May 2011 we published OSC Staff Notice 33-735 Sale of Exempt Securities to Non-Accredited Investors (OSC Notice 33-735). The notice provides guidance on the AI definition and the AI exemption contained in National Instrument 45-106 Prospectus and

Registration Exemptions (NI 45-106) and our expectations of issuers and dealers who sell exempt securities to AIs.

In Ontario, issuers and dealers are permitted to sell securities without a prospectus if they sell to individual investors who meet minimum asset or income thresholds, referred to as AIs. However, in practice, we have found that many dealers do not collect adequate know your client information to reasonably determine whether an investor is in fact an AI. One frequent misunderstanding of the AI definition relates to the respective meanings of “financial assets” and “net assets”. We remind firms that the two concepts are different and should not be confused. Financial assets include (i) cash, (ii) securities, or (iii) a contract of insurance, deposit or an evidence of a deposit that is not a security for the purposes of securities legislation. The value of an investor’s personal residence or other real estate is not included in the calculation of financial assets. By comparison, net assets includes all of the investor’s assets, minus all of his or her liabilities, and so could include an investor’s personal residence and other real estate.

Issuers and dealers should review their current practices for selling exempt securities to AIs as they are responsible for determining whether an investor meets the definition of an AI and is eligible to purchase exempt securities. Dealers should take any necessary steps to ensure they meet their obligations under securities law when selling exempt securities to an AI. We encourage issuers and registrants to use the notice to assist them in understanding the AI definition and to strengthen their systems of internal controls and supervision to ensure compliance with securities law. For more information, see OSC Notice 33-735.

Electronic delivery of documents In April 2011, proposed amendments to National Policy 11-201 Delivery of Documents by Electronic Means (NP 11-201) were published for comment. The CSA recognizes that the use of electronic communications can enable market participants to provide information in a more cost- efficient, timely and widespread manner than by paper. Proposed NP 11-201 provides the CSA’s views on how obligations under Canadian securities law to deliver documents can be satisfied by electronic means.

Since the initial implementation of NP 11-201, there have been changes to legislation affecting electronic commerce and transactions, including amendments to corporate legislation and the introduction of legislation governing electronic transactions and protection of personal information. Electronic communications have also become much more common. As such, the CSA reviewed and updated NP 11-201 to recognize the changes to other non-securities legislation and the increased familiarity of market participants and investors with the electronic delivery of documents.

The following are the key changes that would result from the proposed amendments: • alerting stakeholders to other legislation that addresses the electronic delivery of documents • simplifying guidance on the form and substance of security holder consent to electronic delivery of documents, and • reducing technology-related language to avoid references to technologies that may become obsolete.

For more information, see Notice and Request for Comment on Proposed Amendments to NP 11-201.

Proposed securitized products rules The Canadian economy has not been immune to the effects of the global financial crisis. Canada experienced significant turmoil in the market for asset-backed commercial paper (ABCP), as seen in the freezing of $32 billion of non-bank sponsored ABCP in August 2007. In October 2008, the CSA released a consultation paper5 that investigated, among other things, securities regulatory proposals in relation to the sale of ABCP. Since that time, our focus has broadened to cover all securitized products and their distribution both publicly under a prospectus and in the exempt market. Securitization refers to the process by which a special purpose vehicle is used to create securities, which are referred to as securitized products, that entitle holders to payments that are supported by the cash flows from a pool of financial assets held by the vehicle.

In March 2011, the CSA published for comment proposed rules and rule amendments relating to securitized products (the Proposed Securitized Products Rules) that set out a new framework for the regulation of securitized products in Canada. Two main features of the proposed rules are: • enhanced disclosure requirements for securitized products issued by reporting issuers, and • new rules that narrow the class of investors who can buy securitized products on a prospectus-exempt basis, and require that issuers of securitized products provide disclosure at the time of distribution and on an ongoing basis.

For more information, see Notice and Request for Comment on Proposed Securitized Products Rules.

5 Consultation Paper 11-405 Securities Regulatory Proposals Stemming from the 2007-08 Credit Market Turmoil and its Effect on the ABCP Market in Canada

E. Trends in deficiencies from compliance reviews and suggested practices

This section discusses trends in deficiencies identified from our compliance reviews that impact all registered firms (including advisers, investment fund managers and exempt market dealers), and provides suggested practices (where appropriate) to address the deficiencies.

Excess working capital calculation Some firms are not accurately calculating their excess working capital on Form 31-103F1 Calculation of Excess Working Capital (Form 31-103F1). When calculating their excess working capital, registered firms should exclude any current assets that are not readily convertible into cash, such as prepaid expenses and security deposits with service providers. We also have concerns with firms that include accounts receivables, especially from related parties, that are not readily convertible to cash. Any receivables that are not able to be converted to cash in a prompt and timely manner should be excluded from the excess working capital calculation.

Section 12.1 of NI 31-103 requires registered firms to maintain positive excess working capital, as calculated using Form 31-103F1. Registrants should review items that are included in current assets on Line 1 of Form 31-103F1 to identify those that are not readily convertible into cash, and deduct these items on Line 2 of the form.

Inadequate insurance coverage NI 31-103 requires registered firms to maintain adequate bonding or insurance. Some registered portfolio managers or investment fund managers failed to maintain an adequate amount of insurance as their clients’ assets under management increased during the year and the level of insurance was not increased to reflect this change in their business. Furthermore, some registered firms do not maintain bonding or insurance that provides for a “double aggregate limit” or “full reinstatement of coverage”.

Registrants must maintain bonding or insurance in the highest of the amounts listed in sections 12.3, 12.4 and 12.5 of NI 31-103, as applicable to their categories of registration. The amount of insurance required is based on calculations which include the firm’s total assets as well as clients’ assets under management. Registered firms should account for the expected growth in their business in determining the amount of insurance coverage to ensure that their coverage is adequate.

Registered firms should also ensure that their bonding or insurance provides for a “double aggregate limit” or a “full reinstatement of coverage” as explained under Division 2 of Part 12 of 31-103CP.

Suggested practices To ensure adequate insurance coverage, registered firms should: • factor in any expected increase in the firm’s assets or their clients’ assets under management for the next year when determining the amount of their insurance coverage, and • regularly review the adequacy of their insurance coverage, especially when there is a material change in their business or circumstances.

Use of social media During our reviews, we found that registered firms are not widely using social media web sites to market their firm’s products and services. However, given the steady increase in the general use of social media, such as Facebook and Twitter, we anticipate that firms and their registered individuals will more frequently use social media to market their business activities and communicate with clients. Our expectation is that firms and their registered individuals must comply with applicable securities legislation when using social media.

When using social media as a means of communicating with clients and the general public for business purposes, registered firms need to consider compliance and supervisory challenges, such as the requirement to maintain records of their business activities, financial affairs and client transactions. There is a greater risk that registrants may not be retaining adequate records of their business activities and client communication when using social media since interactive social media includes both real time and static content. Registrants need to design their systems to allow for compliant record retention, as well as retrieval capability.

The use of social media web sites also creates challenges from a supervisory perspective. Firms need to determine the level or extent of supervision necessary to meet their regulatory obligations, including protecting investors from receiving false or misleading statements.

Section 11.5 of NI 31-103 requires registrants to maintain records of their business activities, financial affairs and client transactions. Also, section 2.1 of OSC Rule 31-505 Conditions of Registration (OSC Rule 31-505) requires firms and their representatives to deal fairly, honestly and in good faith with their clients, and section 44(2) of the Act prohibits making statements to an investor who is deciding to enter into or maintain a trading or advising relationship, if the statement is untrue or omits information necessary to prevent it from being misleading. These requirements apply to information on social media web sites used by firms and their representatives for business purposes.

Suggested practices Registered firms should consider the following when determining whether to use social media for business purposes: • establishing policies and procedures for the review, supervision, retention and retrieval of materials on social media • designating an appropriate individual to be responsible for the supervision or approval of communications, and • reviewing the adequacy of systems and programs to ensure compliant record retention and retrieval capability.

Annual compliance report from chief compliance officer There is often no evidence that a registered firm’s Chief Compliance Officer (CCO) has submitted an annual report to the firm’s board of directors (or its equivalent) that assesses the firm’s, and its registered individuals’, compliance with securities law.

Section 5.2 of NI 31-103 outlines the responsibilities of a registered firm’s CCO, including: • establishing and maintaining policies and procedures for assessing compliance by the firm, and individuals acting on its behalf, with securities legislation • monitoring and assessing compliance by the firm, and individuals acting on its behalf, with securities legislation • timely reporting to the firm’s ultimate designated person of any circumstances indicating that the firm, or any individual acting on its behalf, may be in non-compliance with securities legislation that reasonably creates a risk of harm to a client or the capital markets, or that is part of a pattern of non-compliance, and • submitting an annual report to the firm’s board of directors, or individuals acting in a similar capacity for the firm, for the purposes of assessing compliance by the firm, and individuals acting on its behalf, with securities legislation.

Suggested practices A CCO should: • prepare and maintain a written, annual report that they provide and present to the firm’s board of directors that outlines the CCO’s assessment of the firm’s and its registered individuals’ compliance with securities law for the period of the report, and

• describe in the written report what steps were taken to perform their assessment, the results of the assessment (including any significant instances of non-compliance such as those that create a risk of harm to a client or the capital markets), and what has been done or will be done to address the non-compliance.

Alternatively, in cases where the CCO has orally presented his or her annual compliance report to the firm’s board of directors (and not also prepared a written report as suggested above), it may be appropriate for the minutes to the board meeting to document the discussion, and describe the same information as outlined in the suggested practices for a written report above. This may be appropriate, for example, in the case of a small firm with limited business lines that did not have any significant instances of non-compliance.

We think that these suggested practices apply to a CCO who is the sole member of a registered firm’s board of directors.

Acting on the above suggested practices will help us to assess if a CCO has fulfilled his or her responsibilities under section 5.2 of NI 31-103.

5.2 Portfolio managers

This section contains information specific to the approximately 660 portfolio managers registered with us. It includes trends in deficiencies and suggested practices from our compliance reviews of portfolio managers. We also discuss our reviews of the marketing and client account statement practices of portfolio managers, the provision of on-line advice, and new or proposed rules impacting portfolio managers.

A. Trends in deficiencies from compliance reviews and suggested practices

This section discusses trends in the deficiencies identified from our compliance reviews of portfolio managers, along with suggested practices.

Trades between client accounts We have concerns with portfolio managers who effect trades between client accounts, as some of these trades are prohibited. For these trades, which are commonly referred to as cross trades, the portfolio manager causes (by instructing a dealer) one client account managed by the

41 portfolio manager to purchase or sell a security from or to the investment portfolio of another client account.

Portfolio managers are reminded that there are restrictions on certain managed account transactions. Section 13.5(2)(b) of NI 31-103 states that an adviser must not knowingly cause an investment portfolio managed by it, including an investment fund for which it acts as an adviser, to purchase or sell a security from or to the investment portfolio of any of the following: • a responsible person • an associate of a responsible person, or • an investment fund for which a responsible person acts as an adviser.

As such, portfolio managers are prohibited from effecting cross trades between one client account and another account of a responsible person, an associate of a responsible person, or an investment fund for which it acts as an adviser. Responsible person is defined in section 13.5(1) of NI 31-103 and includes the portfolio manager, and associate is defined in section 1(1) of the Act.

Portfolio managers should also consider the prohibition that exists for inter-fund trades by public investment funds unless these trades are approved by the funds’ independent review committee and they comply with other prescribed conditions under section 6.1 of National Instrument 81-107 Independent Review Committee for Investment Funds. Also, see section 13.5 of 31-103CP, under the heading “Restrictions on trades with certain investment portfolios”, for further guidance.

For cross trades that are not specifically prohibited by securities law, portfolio managers must ensure that they meet their suitability obligations in section 13.3 of NI 31-103, and their duty to deal fairly, honestly and in good faith in section 2.1(1) of OSC Rule 31-505, to both the purchasing client and the selling client.

Suggested practices If a portfolio manager crosses trades between client accounts (when not specifically prohibited by securities law and not subject to the requirements that apply to exempt inter-fund trades for public investment funds), they should: • ensure that the executed price for cross trades is fair to both the purchasing and selling clients (e.g., the mid-point between the bid and ask price) • ensure that the fees charged on cross trades are reasonable

• ensure that cross trades are executed through a dealer • establish policies and procedures that contain guidelines on cross trades, including their review and approval, pricing, execution cost, execution through a dealer, and restrictions on certain managed account transactions, and • ensure that the methodology for allocating cross trade opportunities amongst client accounts is fair and equitable to all clients.

Disclosure regarding use of client brokerage commissions Some portfolio managers do not provide the required disclosure to their clients when they direct trades involving those clients’ brokerage commissions to a dealer in return for goods and services (other than order execution) provided by the dealer or a third party. This practice was formerly referred to as soft dollar arrangements.

National Instrument 23-102 Use of Client Brokerage Commissions (NI 23-102) came into force on June 30, 2010. It states that portfolio managers may only direct trades involving clients’ brokerage commissions to a dealer in return for order execution and research goods and services provided by the dealer or a third party. Further, portfolio managers must ensure that the goods or services are used to assist with investment or trading decisions, or with effecting securities transactions, on behalf of clients. It also requires portfolio managers to make a good faith determination that clients receive a reasonable benefit considering the use of the goods or services and the amount of commissions paid. Portfolio managers are also obligated to disclose specific information to a client on their practices if any trades involving client brokerage commissions of that client have been or might be directed to a dealer in return for goods or services (other than order execution) provided by the dealer or a third party. For clients that existed on June 30, 2010, the disclosure was required to be sent by December 31, 2010, and then must be provided at least annually. For new clients, the disclosure is required before the portfolio manager open the client’s account or enters into a management contract with the client, and then at least annually.

The disclosure obligations are set out in section 4.1(1) of NI 23-102 and include: • a description of the process for selecting dealers • a description of the nature of the arrangements • a list of each type of good or service (other than order execution) that is provided, and • a description of how the firm has made a good faith determination that its clients receive a reasonable benefit, considering the use of the goods or services and the amount of commissions paid.

Suggested practices Portfolio managers that are required to provide disclosure to clients on their use of client brokerage commissions should: • establish policies and procedures that contain guidelines on providing adequate disclosure to clients, including review and approval of written disclosure to clients • ensure that the period of time chosen for the periodic (i.e., annual) disclosure is consistent from period to period • determine the form of disclosure based on client needs, and • provide the required disclosure in conjunction with other initial and periodic disclosure relating to the management and performance of the account.

For additional guidance, see Part 5 of the Companion Policy to NI 23-102.

Delegating know your client and suitability obligations In last year’s report, we highlighted our concern that some portfolio managers delegate their know your client (KYC) and suitability obligations to other parties. Since we continued to identify this practice during this year’s reviews, we are re-emphasizing this deficiency again, in addition to taking appropriate regulatory action when identified.

Some portfolio managers enter into arrangements with mutual fund dealing representatives (and their firms) or financial planners, for the referral of clients to the portfolio manager for a managed account. We have concerns when the portfolio manager does not have a meaningful discussion with each referred client to fully understand their investment needs and objectives, financial circumstances and risk tolerance. We have noted that some portfolio managers are relying on the mutual fund dealing representative or financial planner to perform these duties, along with assisting the client in completing the portfolio manager’s managed account agreement, and updating KYC information. We have also seen cases where an individual working for the portfolio manager firm is performing these duties but is not registered as an advising or associate advising representative. These practices are contrary to securities law, as registrants may not delegate their KYC and suitability obligations to other parties. Furthermore, portfolio managers cannot adequately perform their suitability obligations if they do not have complete and accurate KYC information for their clients.

Portfolio managers are required by sections 13.2 and 13.3 of NI 31-103 to establish the identity of each of their clients and to ensure they have sufficient and current KYC information for each client (including the client’s investment needs and objectives, financial circumstances, and risk tolerance)

44 so that they can assess the suitability of each trade made for their clients. Furthermore, mutual fund dealing representatives, financial planners, and non-registered individuals at the portfolio manager firm do not have the proficiency or registration required to perform these activities for a managed account. Referral arrangements must not allow an individual or firm to perform registrable activities unless the individual or firm is appropriately registered.

Suggested practices An advising representative of the portfolio management firm should: • have a meaningful discussion with each client to understand their KYC information before managing their portfolio (preferably by meeting the client in-person, but in some cases telephone discussions may be appropriate, for example when the client does not reside near the portfolio manager’s offices) • explain the firm’s investment process and strategy and other relationship information to the client • assist the client in completing necessary forms and agreements, such as an investment policy statement and managed account agreement • regularly communicate the investment holdings and performance of the managed account to the client, and • keep each client’s KYC information up-to-date by: o immediately contacting the client when they know that their circumstances have changed, and o periodically contacting the client (at least annually) to assess if their circumstances have changed.

Also, registered firms should review referral arrangements to ensure that all activity requiring registration is performed by appropriately registered firms and individuals.

B. Marketing practices

The marketing practices of portfolio managers are an ongoing area of focus for us since the materials used by them to market their firm’s services, skills and experience are intended to influence investors. In recent years, we continued to see a number of issues in the marketing practices of portfolio managers. As a result, together with the CSA, we conducted a focused compliance review of the marketing practices of over fifty firms registered as portfolio managers

45 to better understand their marketing practices and to harmonize our compliance oversight across Canada.

On July 8, 2011, we published CSA Staff Notice 31-325 Marketing Practices of Portfolio Managers (CSA Notice 31-325). This notice discusses the findings from our compliance reviews and provides suggested practices to help portfolio managers ensure their marketing practices are in accordance with securities law, including that statements provided to investors are fair and not misleading. The notice updates certain issues and guidance previously provided in November 2007’s OSC Staff Notice 33-729 Marketing Practices of Investment Counsel/Portfolio Managers, including an update on the use of hypothetical performance data as a result of further information gathered from ongoing compliance reviews and industry consultations.

The suggested practices in CSA Notice 31-325 address the following issues: • preparation and use of hypothetical performance data • exaggerated and unsubstantiated claims • policies, procedures and internal controls • use of benchmarks • performance composites • holding out and use of names • other performance return issues, and • disclosure related issues.

We encourage portfolio managers to use the guidance in the notice to assess their own marketing practices, and determine the areas where improvements can be made. We also recommend that registrants in other categories do the same, as some of the issues and guidance may be relevant to their marketing practices as well.

For more information, see CSA Notice 31-325.

C. Portfolio manager client account statement practices

Some portfolio managers do not deliver account statements to their clients, or the statements that they deliver do not include information on each security transaction made for the client. Further, some portfolio managers deliver consolidated account statements, which combine information for more than one account managed for a client on one summary statement, instead of a statement for each account that they manage for the client. Because of these concerns, we performed a desk review of the client account statement practices of portfolio managers to

46 obtain a better understanding of their practices. In June 2011, we sent a questionnaire to 50 Ontario-based firms registered as portfolio managers requesting information about their practices, including the frequency of delivery and content of statements, if they outsource the delivery of statements to a service provider, and if they provide consolidated statements. We also requested samples of statements and copies of any outsourcing agreements. The information we obtained will be used to assess if further guidance needs to be provided to portfolio managers on their client account statement obligations as described in section 14.14(3) of NI 31-103.

D. On-line advice

Some portfolio managers are providing or propose to provide on-line advisory services, which may include the use of on-line portfolio management tools and the provision of on-line advice or the collection and documentation of KYC information on-line. Portfolio managers may be able to provide on-line advice services where applicable legal requirements can be met since the medium for delivery of advisory services is largely unrestricted under our regulatory regime. However, we remind portfolio managers of certain key areas of obligations under NI 31-103 when providing on-line advice services, including:

• KYC and suitability obligations – portfolio managers should ensure that any KYC information collected is verified and accurately reflects the investment needs and objectives, financial circumstances and risk tolerance of clients, and that any investment advice, regardless of how it delivered, is suitable for clients • Managing and responding to any conflicts of interest – portfolio managers should ensure that any conflicts of interest are responded to appropriately • Client relationship disclosure requirements – portfolio managers need to ensure that clients are aware of and understand the nature and level of the advisory services provided, and • Books and records – portfolio managers should establish policies and procedures for the review, retention and retrieval of required books and records, including any client information collected on-line.

We also remind portfolio managers of their obligations to ascertain client identity under NI 31-103 and the Proceeds of Crime (Money Laundering) and Terrorist Financing Act when opening accounts for clients.

Since we anticipate that there will be an increasing number of firms seeking to provide on-line advice services in the future, this is currently an area of focus for us. As part of our work, we contacted other regulators to gain an understanding of their regulatory approaches on this topic.

We are also in the process of collecting information on the delivery of on-line advice services by registrants through our updated risk assessment questionnaire and plan to conduct compliance reviews of firms in this area.

E. New and proposed rules impacting portfolio managers

Direct electronic access Some portfolio managers make use of electronic trading, including complex trading strategies that involve high frequency trading. Portfolio managers obtain direct electronic access (DEA) to marketplaces by entering into DEA arrangements with participant dealers.6 DEA has enabled clients of participant dealers, such as portfolio managers, to use their own systems or algorithms to directly send orders to the marketplaces of their choice.

As a result of increased risks to the Canadian market brought about by the greater and widespread use of electronic strategies, and DEA to marketplaces, the CSA published for comment Proposed National Instrument 23-103 Electronic Trading and Direct Electronic Access to Marketplaces (Proposed NI 23-103) in April 2011. Staff in the OSC’s Market Regulation Branch have been actively participating in this proposal. The proposed rule covers electronic trading by marketplace participants and their clients, and introduces specific obligations for DEA. Currently, there are no specific rules that apply to electronic trading, and the only rules in place relating to client trading access are DEA-specific rules or policies at the marketplace level. The proposed rule would provide a regulatory regime for electronic trading and DEA, and includes requirements for marketplace participants, DEA clients, and marketplaces.

Under Proposed NI 23-103, portfolio managers would be permitted to use DEA when it is provided by a participant dealer.7 These portfolio managers would be able to trade using DEA for their own account or the accounts of their clients. Some of the proposed requirements for participant dealers when they provide DEA to clients (such as portfolio managers) include: • setting appropriate standards that DEA clients must meet, such as appropriate financial resources, knowledge and proficiency in the use of the system, knowledge and ability to comply with marketplace and regulatory requirements, and arrangements to monitor entry of orders • entering into a written agreement with each DEA client that has specific terms, including that the DEA client will comply with marketplace, regulatory and technology security requirements

6 A participant dealer is a marketplace participant that is a registered investment dealer and an IIROC member. 7 Under proposed NI 23-103, DEA can only be provided to a registrant that is a participant dealer or a portfolio manager. Exempt market dealers are precluded from using DEA. See section 5.4C on DEA in this report.

and trading limits specified by the dealer, that they will cooperate with regulatory authorities, and that the dealer can reject, vary or cancel orders or stop accepting orders • assessing the knowledge level of the DEA client on marketplace and regulatory requirements and determining any required training, and • assigning a unique identifier to each DEA client that must be associated with every order and be kept as part of the audit trail.

For more information, see Proposed NI 23-103.

Institutional trade matching and settlement In May 2011, the CSA published revisions to CSA Staff Notice 24-305 Frequently Asked Questions About NI 24-101 - Institutional Trade Matching and Settlement and Related Companion Policy (FAQ Notice). The FAQ Notice was originally published in December, 2007 and sets out questions and answers to assist market participants in complying with NI 24-101. The FAQ Notice was revised as a result of amendments to NI 24-101, which became effective July 1, 2010, and new inquiries received by staff since the original FAQ Notice (including challenges faced by advisers and dealers in calculating their trade-matching statistics).

For questions and answers on NI 24-101, see the FAQ Notice.

5.3 Investment fund managers

This section contains information specific to the over 300 investment fund managers registered with us, including trends in deficiencies and suggested practices from compliance reviews, and new and proposed rules impacting investment fund managers.

A. Trends in deficiencies from compliance reviews and suggested practices

Inappropriate expenses charged to funds Investment fund managers should only charge expenses to their funds that are related to the operation of the funds. Some investment fund managers are allocating expenses to their investment funds that are related to the operation of the investment fund managers’ business and not the investment funds. These expenses include capital market participation fees, expenses relating to social events and holiday parties, premiums on their financial institution bonding or insurance, and expenses relating to the wholesaling activities of the investment fund manager.

Section 116 of the Act imposes a standard of care on investment fund managers for the investment funds they manage. In our view, to meet this standard of care, investment fund managers should ensure that the investment funds they manage are only paying for expenses that are related to the operation of the investment funds. The expenses listed above are related to the operation of the investment fund manager. We consider these expenses to be the cost of running a fund management business and should therefore be borne by the investment fund manager, and not their investment funds.

Suggested practices An investment fund manager should: • establish policies and procedures and a system of controls to ensure that their investment funds are only paying for expenses that are related to the operation of the investment funds, and • review expense allocations on a regular basis to ensure that only appropriate expenses are charged and paid for by their investment funds.

Independent review committee assessments Investment funds that are reporting issuers must have an independent review committee (IRC). An IRC is a panel of at least three individuals who are independent of the investment funds and their investment fund manager. The role of the IRC is to oversee decisions made by the investment fund manager on issues of perceived or actual conflicts of interest. An IRC is required to review and assess, at least annually, the adequacy and effectiveness of the investment fund manager’s written policies and procedures, standing instructions, and the manager’s compliance with any conditions imposed by the IRC relating to an IRC recommendation or approval. An IRC is also required to review and assess, at least annually, the compensation and independence of its members.

Some IRCs do not document the results of their assessments and also do not provide their investment fund managers with a written report summarizing the results of the assessments.

Section 4.3 of National Instrument 81-107 Independent Review Committee for Investment Funds requires the IRC to provide the investment fund manager with a written report of the results of their assessments that includes any breaches of the manager’s policies or procedures or of conditions imposed by the IRC, and recommendations for changes to the manager’s policies and procedures.

Suggested practices An investment fund manager should ensure: • it receives and maintains records of the regular assessments conducted by the IRC, and • that any matters raised in written reports from the IRC are addressed in a timely and appropriate manner.

B. New and proposed rules impacting investment fund managers

Investment funds modernization project The CSA is undertaking a project to modernize the product regulation of publicly offered investment funds. The OSC, led by staff in its Investment Funds Branch, is actively participating in this project. The first phase focuses primarily on publicly offered “mutual funds”, as defined under Canadian securities legislation, which include open-end mutual funds and exchange-traded mutual funds.

As part of the first phase, proposed amendments to National Instrument 81-102 Mutual Funds were published for comment on June 25, 2010 that would codify exemptive relief that has frequently been granted by the CSA to recognize market and product developments, particularly the proliferation of exchange-traded mutual funds. The proposals are also intended to keep pace with developing global standards in mutual fund product regulation. For example, one of the proposed amendments would permit a mutual fund to sell securities short, subject to certain requirements.

The proposals also include new requirements for money market funds. A new liquidity requirement is proposed for a money market fund to have at least 5% of its assets in cash or readily convertible to cash within one day, and 15% of its assets in cash or readily convertible to cash within one week. These requirements would better enable money market funds to meet redemption requests. A new average term-to-maturity limit is also proposed to limit the exposure of money market funds to long-term floating rate debt.

The CSA anticipates publishing the phase one amendments in final form by the end of 2011, with an effective date in early 2012. For more information, see Notice of Proposed Amendments to NI 81-102 Mutual Funds and NI 81-106 Investment Fund Continuous Disclosure, and Related Consequential Amendments.

In the next phase of the project, the CSA is proposing to implement certain key restrictions and operational requirements for non-redeemable investment funds (also referred to as “closed-end funds”), consistent with similar requirements for mutual funds. The CSA anticipates to publish for comment rule proposals on this phase in early 2012. For more information, on phases 1 and 2 of these proposals, see CSA Staff Notice 81-322.

Point of sale disclosure Our Investment Funds Branch is also working with the CSA on point of sale disclosure for mutual funds. Point of sale disclosure is a multi-stage initiative to address concerns that most investors do not read or understand the information in a mutual fund’s prospectus. In the first stage, effective January 1, 2011, mutual fund companies are required to prepare a Fund Facts document for each class or series of their mutual funds. As of July 8, 2011, a Fund Facts document must be filed with the regulator, made available upon request to investors and posted on the mutual fund’s or its manager’s web site.

The new Fund Facts document is intended to provide investors with more meaningful and effective disclosure. It is in plain language, no more than two pages double-sided and highlights key information about a mutual fund to investors. Investors will generally receive a Fund Facts when they buy a fund for the first time (at or before the “point of sale”). For more information, see Notice of Amendments to NI 81-101 Mutual Fund Prospectus Disclosure and related amendments.

For stage 2, the CSA published for comment on August 12, 2011 a proposal to allow delivery of the Fund Facts document to satisfy the current requirement to deliver a prospectus within two days of buying a mutual fund. For more information, see Implementation of Stage 2 of Point of Sale Disclosure for Mutual Funds.

For stage 3, the CSA plans to publish for further comment any proposed requirements that would implement point of sale delivery for mutual funds. They will also consider point of sale delivery for other types of publicly offered investment funds.

Registration of non-resident investment fund managers For details on Registration of non-resident investment fund managers, see section 1.4 of this report.

5.4 Exempt market dealers

This section contains information specific to the approximately 650 exempt market dealers (EMDs) registered with us, including trends in deficiencies and suggested practices from compliance reviews. We also discuss specific outcomes and deficiencies from our focused reviews of higher risk EMDs, and new and proposed rules impacting them.

A. Trends in deficiencies from compliance reviews and suggested practices

KYC, suitability, and know your product obligations As part of our ongoing reviews of EMDs, we continue to identify issues in the areas of KYC information, assessment of suitability, and knowledge of products recommended to clients. These include: • inadequate collection and documentation of KYC information for clients • inadequate assessment of suitability of investments for clients, and • insufficient due diligence and knowledge of an investment product prior to recommending it to investors (referred to as “know your product”).

We remind EMDs of their obligations under section 13.2 of NI 31-103 to take reasonable steps to ensure they have sufficient and current KYC information for clients, including their investment needs and objectives, financial circumstances and risk tolerance. Also, EMDs are required under section 13.3 of NI 31-103 to take reasonable steps to ensure that all securities recommended to clients are suitable. To meet this suitability obligation, EMDs should also understand the structure and features of each investment product they recommend, including features such as costs, risks and investor eligibility requirements.

Suggested practices EMDs and their registered individuals should ensure that they: • have a process in place to collect and document sufficient KYC information for each client (for example by using a standard KYC form) so they can properly assess the suitability of the investment products they recommend • have clients sign-off on their completed KYC forms • have an in-depth understanding of: the general features and structure of the product the product risks including the risk/return profile and liquidity risks

the management and financial strength of the issuer costs, and any eligibility requirements for each product before recommending a product to clients • perform an independent analysis of products before recommending them to clients, and • perform ongoing due diligence of the issuer and products to assess changes to their structure or features and determine the impact on their clients’ investments.

Trades with clients that are not accredited investors Many EMDs are selling prospectus-exempt securities in reliance on the accredited investor exemption to investors who do not meet the definition of an accredited investor as set out in section 1.1 of NI 45-106. Common findings include: • KYC information that indicates that the client does not qualify as an accredited investor, and • Insufficient collection of KYC information to determine whether an investor is an accredited investor.

As set out in section 7.1(2)(d) of NI 31-103, an EMD can trade a security only where the trade or distribution is exempt from the prospectus requirement. Section 1.9 of the Companion Policy to NI 45-106 states that it is the responsibility of the person distributing or trading securities to determine whether an exemption is available. EMDs must ensure the information collected from investors supports the selling of prospectus-exempt securities using the accredited investor exemption.

Suggested practices When selling prospectus-exempt securities to an accredited investor, EMDs should: • have a process in place to collect and document sufficient KYC information for each client to determine whether the investor meets the definition of an accredited investor • explain the accredited investor definition to clients before they complete their KYC form, so that their financial assets or net assets information on the KYC form is properly completed, and • refer to OSC Notice 33-735 regarding the use of the accredited investor exemption, for additional guidance.

Supervision of dealing representatives Some EMDs are not adequately supervising their dealing representatives, especially when representatives are working in different locations from their supervisor. For example, some dealing representatives did not adequately fulfill their KYC and suitability obligations, and did not have adequate knowledge of investment products recommended to investors. Since dealing representatives are the primary contact for investors, it is important that they are adequately trained in relevant securities law, their sponsoring firm’s policies and procedures, and the investment products they recommend. EMDs have an ongoing obligation to monitor and supervise their registered individuals in an effective manner. Supervision of dealing representatives should be performed by an individual who has adequate training, knowledge and authority. EMDs should establish and maintain procedures for supervising their dealing representatives, and maintain evidence of their supervisory reviews.

Section 32(2) of the Act requires registrants to establish and maintain systems of control and supervision for controlling their activities and supervising their representatives. Also, section 11.1 of 31-103CP, under the heading “Day-to-day supervision”, states that anyone who supervises registered individuals has a responsibility on behalf of the firm to take all reasonable measures to ensure that each of these individuals: • deals fairly, honestly and in good faith with their clients • complies with securities legislation • complies with the firm’s policies and procedures, and • maintains an appropriate level of proficiency.

Suggested practices EMDs should provide ongoing training for their dealing representatives so that they: • are aware of the securities laws impacting their activities • understand their sponsoring firm’s policies and procedures • have an in-depth understanding of the products they recommend to clients, and • are informed of any changes to the above on a timely basis.

EMDs should develop written policies and procedures to supervise the activities of their dealing representatives, including: • the activities to be supervised and by whom • the frequency of supervision, and • how the supervision will be evidenced.

Trading in securities without registration Some individuals, acting on behalf of an EMD, are trading in securities without being registered as a dealing representative with the EMD.

Section 25(1)(b) of the Act requires a person that engages in the business of trading in securities, or holds himself or herself out as doing so, to register as a dealing representative of a registered dealer and to act on behalf of that dealer, unless an exemption applies. We also remind firms in other categories of registration to assess whether their business activities require EMD registration, especially when there is a change in their activities.

Suggested practices EMDs should: • assess whether a change in an individual’s role, responsibilities or activities within the firm requires them to be registered • assess whether changes to the firm’s business activity requires registration (for the firm and individuals acting on its behalf) in another category under securities law, and • obtain qualified legal advice when it is unclear whether activities performed require registration.

Marketing and client disclosure The marketing practices of EMDs continues to be an area of concern for us. Many EMDs are providing materials to investors with information that is outdated, misleading, or contains unsubstantiated claims. In addition, we identified a continued lack of disclosure to investors on conflicts of interest, particularly with EMDs who trade in securities of related and connected issuers.

Section 44(2) of the Act prohibits any person or company (including EMDs and anyone acting on their behalf) from making untrue or misleading statements about any matter relevant to a reasonable investor who is deciding to enter into or maintain a trading relationship with that person or company. Furthermore, section 2.1 of OSC Rule 31-505 requires registrants to deal fairly, honestly and in good faith with their clients. This provision is a broad principle that applies to registrants generally. We expect registrants to apply it to all areas of their activities, including marketing practices and marketing materials. For additional guidance, please see CSA Notice 31- 325 which provides guidance to market participants to help them comply with applicable legislation and best practices in the preparation and use of marketing materials.

Also, section 13.4(3) of NI 31-103 requires EMDs to provide timely disclosure to their clients on the nature and extent of existing or potential material conflicts of interest between the EMD (including each individual acting on its behalf), and the client. In our view, this includes disclosing to clients any conflicts of interest that could impact a client’s decision to purchase an investment product. The disclosure should be provided when a reasonable investor would expect to be informed of the conflict. In our view, this is before or at the time an EMD recommends a security transaction that gives rise to the conflict. For additional guidance on conflicts of interest, see section 13.4 of 31-103CP.

Suggested practices EMDs should: • provide clear and adequate disclosure in marketing materials to ensure that the information is complete, accurate and meaningful • substantiate all claims made in marketing materials (information supporting the claim should be referenced to where the claim is made in the marketing material so that investors can easily assess the merits of the claim) • update marketing materials regularly to ensure all information is complete, accurate and current, and • provide prominent, specific and clear disclosure to its clients that explains any conflicts of interest and how it could affect the client.

B. Reviews of higher risk exempt market dealers

In October 2009, we sent a risk assessment questionnaire (RAQ) to all EMDs registered in Ontario to help us determine which firms to select for a compliance review and what areas to focus on. Based on the responses, some firms were assessed as higher risk, and included as part of a desk review in May 2010. The objective of the desk review was to obtain additional information on the firm’s business structure, products and services, KYC and accredited investor information, and marketing and disclosure practices. Based on the desk review, a number of these EMDs were selected to undergo an on-site compliance review. We also reviewed a random sample of EMDs who ranked in the other risk categories to test the effectiveness of our risk- based approach.

We consider the risk ranking of EMDs to be an effective tool and will continue to use a risk-based approach in selecting them for review. For more information on our updated RAQ and planned reviews of higher risk registrants, see section 5.1B of this report.

In December 2010, we began our on-site compliance reviews. The compliance reviews focused on key risk areas relating to: • KYC and suitability • Know your product • Custody and handling of investor assets • Disclosure to investors • Client account reporting • Marketing to investors • Referral arrangements • Compliance structure and supervision

Our reviews resulted in one or more of the following outcomes: • a deficiency report was sent to senior management of the EMD that outlined non-compliance with Ontario securities law, and required appropriate corrective actions to be taken by the firm • terms and conditions were imposed on the firm’s (and its registered individuals’) registration • referral to the CRR Branch’s Registrant Conduct and Risk Analysis Team • referral to the OSC’s Enforcement Branch • suspension of the firm’s (and its registered individuals’) registration.

Trends found at higher risk exempt market dealers We identified a disproportionate rate of compliance deficiencies among EMDs that distribute the securities of related or connected issuers, where the same individuals form the management of both the EMD and the issuer.

In addition to the trends in deficiencies discussed in section 5.4A of this report, the following are specific deficiencies that were identified during the higher risk EMD reviews that we will continue to focus on in future EMD reviews.

Inappropriate use of investor monies Some EMDs used proceeds raised from investors through their related or connected issuers for purposes that are inconsistent with the investment objectives that are disclosed and marketed to the investors. Specific examples include: • investor monies being lent to related parties or related issuers on an unsecured basis, bearing no interest and without repayment terms. These related party transactions were not disclosed to investors, and • investor monies being used to pay for the operational expenses of EMDs, including salaries, rent, legal fees and other administrative expenses.

Section 2.1 of OSC Rule 31-505 requires EMDs to deal fairly, honestly and in good faith with their clients. We expect EMDs to apply this principle to all areas of their activities, including handling of client money in accordance with the use of proceeds disclosed to investors.

Suggested practices EMDs should: • provide clear and adequate disclosure to investors regarding the use of investor proceeds • have policies in place to ensure investor money is used in accordance with the stated investment objectives, and • disclose related parties and existing or potential conflicts of interest, including fees and payments to related parties.

Outside business activities Registered individuals are required to disclose to investors and to the OSC potential conflicts of interest. This requirement includes disclosure of outside business activities. Many EMDs failed to disclose outside business activities, including: • acting as an officer, director or in an equivalent position for a company other than their registered firm, and • employment with a company other than their registered firm.

Suggested practices EMDs should: • provide clients with clear, adequate and timely disclosure of outside business activities • have policies in place to ensure all registered individuals disclose new outside business activities to the OSC in accordance with NI 33-109, and • refer to CSA Notice 31-326 Outside Business Activities for additional guidance on a registrant’s obligation to disclose all outside business activities.

Working capital and insurance requirements We continue to identify EMDs with inadequate working capital and insurance coverage. These deficiencies are discussed in section 5.1E of this report.

C. New and proposed rules impacting exempt market dealers

EMD client account statements EMDs are required by section 14.14 of NI 31-103 to deliver client account statements at least quarterly. EMDs may also be required to deliver a monthly account statement if a transaction is made for the client during the month. Account statements have two main components: • transactional information relating to transactions made for the client during the period, and • account balance information relating to cash and securities “in the account” of a client at the end of the period.

The current regulatory requirements do not specify what securities are considered to be “in the account” of a client for EMDs. So it may be difficult for EMDs to provide clients with account balance information without specific guidance regarding which securities are considered to be “in the account”. To address this, we are working on developing proposals for further requirements or guidance on the content of account statements. Until this is completed, we do not expect EMDs to deliver end of the month account statements or include account balance information in quarterly statements for securities of clients that are not held or controlled by the firm. However, we do expect EMDs to deliver quarterly account statements containing transactional information for any transactions effected for clients, and account balance information for all cash and securities of clients that the firm holds or controls.

For EMDs that are also registered in another dealer category or as an adviser, our expectation is that they will provide all of their clients with account statements that are consistent with their practices under their other category of registration. Similarly, an EMD that is also registered in a category that requires membership in an SRO must comply with the applicable SRO’s rules.

For more information, see CSA Staff Notice 31-324 Exempt market dealers and account statement requirements in NI 31-103, which we published in June, 2011.

Accredited investor exemption Some EMDs that sell prospectus-exempt securities are improperly using the accredited investor exemption. For details, see Use of accredited investor exemption in section 5.1D of this report.

Direct electronic access (DEA) Under Proposed NI 23-103, EMDs are precluded from using DEA. The CSA’s position is that a dealer that wants to use DEA should be an IIROC member and subject to the Universal Market Integrity Rules. For more information, see Direct electronic access in section 5.2E of this report.

6. Additional resources

This section discusses how registrants can get more information about their obligations.

The CRR Branch works to foster a culture of compliance through outreach and other initiatives. We try to assist registrants in meeting their regulatory requirements in a number of ways.

We encourage registrants to visit the OSC’s web site at www.osc.gov.on.ca for more information regarding their obligations. The “Information for Dealers, Advisers and Investment Fund Managers” section provides firms and individuals with detailed information about the registration process and their ongoing obligations under the new regime. It also includes information about compliance reviews and suggested practices, and provides quick links to forms and rules.

Registrants may also contact us. Please see the Appendix to this report for the CRR Branch’s contact information. The CRR Branch’s portfolio manager, investment fund manager and dealer teams focus on registration, oversight, policy changes, and exemption applications for their respective registration categories. The Registrant Conduct and Risk Analysis team supports the other teams in cases of potential registrant misconduct, and reviews registrant submissions regarding financial reporting, such as audited annual financial statements and calculations of excess working capital. They also lead projects to improve the CRR Branch’s operations.

The CRR Branch also plans to host a half-day information session for registrants later this fiscal year. At this session, we intend to provide updates on the new regime for registrants, along with hot topics, compliance guidance and practice tips, and a question and answer period.

Appendix 62

Contact Information for Registrants

Compliance and Registrant Regulation Branch

Directors

Name Title Email Susan Silma Director [email protected] Erez Blumberger Deputy Director [email protected] Marrianne Bridge Deputy Director [email protected]

Portfolio Manager Team

Name Title Email Elizabeth King Manager [email protected] Chris Jepson Senior Legal Counsel [email protected] Leigh-Ann Ronen Legal Counsel [email protected] Sam Aiello Senior Accountant [email protected] Trevor Walz Senior Accountant [email protected] Chris Caruso Accountant [email protected] Helen Kwan Accountant [email protected] Susan Pawelek Accountant [email protected] Dave Santiago Accountant [email protected] Allison McBain Registration Supervisor [email protected] Kamaria Hoo-Alvarado Corporate Registration Officer [email protected] Cynthia Huerto Corporate Registration Officer [email protected] Pamela Woodall Corporate Registration Officer [email protected]

Marsha Hylton Individual Registration Officer [email protected] Rebecca Stefanec Individual Registration Officer [email protected]

For general questions and complaints, please contact the OSC’s Inquiries and Contact Centre at [email protected]

Appendix 63

Investment Fund Manager Team

Name Title Telephone Number Felicia Tedesco Manager [email protected] Robert Kohl Senior Legal Counsel [email protected] Maye Mouftah Senior Legal Counsel [email protected] Jeff Scanlon Legal Counsel [email protected] Noulla Antoniou Senior Accountant [email protected] Jessica Leung Senior Accountant [email protected] Estella Tong Senior Accountant [email protected] Teresa D’Amata Accountant [email protected] Dena Di Bacco Accountant [email protected] Merzana Martinakis Accountant [email protected]

Oriole Burton Registration Supervisor [email protected] Feryal Khorasanee Corporate Registration Officer [email protected] Kipson Noronha Corporate Registration Officer [email protected]

Rachel Palozzi Corporate Registration Officer [email protected] Maria Aluning Individual Registration Officer [email protected] Dianna Cober Individual Registration Officer [email protected]

Toni Sargent Individual Registration Officer [email protected]

For general questions and complaints, please contact the OSC’s Inquiries and Contact Centre at [email protected]

Appendix 64

Dealer Team

Name Title Telephone Number Pat Chaukos Manager [email protected] Sandra Blake Senior Legal Counsel [email protected] Mandi Epstein Senior Legal Counsel [email protected] Yan Kiu Chan Legal Counsel [email protected] Karen Danielson Legal Counsel [email protected] Lina Creta Senior Accountant [email protected] Carlin Fung Senior Accountant [email protected] Maria Carelli Accountant [email protected] Anita Chung Accountant [email protected] Karin Hui Accountant [email protected]

Stratis Kourous Accountant [email protected] Andrew Rhee Accountant [email protected] Georgia Striftobola Accountant [email protected]

Donna Leitch Senior Registration Supervisor [email protected] Dan Kelley Corporate Registration Officer [email protected] Anne Lee Corporate Registration Officer [email protected]

Christy Yip Corporate Registration Officer [email protected] Edgar Serrano Individual Registration Officer [email protected]

For general questions and complaints, please contact the OSC’s Inquiries and Contact Centre at [email protected]

Appendix 65

Registrant Conduct and Risk Analysis Team

Name Title Telephone Number George Gunn Manager [email protected] Michael Denyszyn Senior Legal Counsel [email protected] Kelly Everest Senior Forensic Accountant [email protected] Mark Skuce Legal Counsel [email protected] Helen Walsh Lead Risk Analyst [email protected] Rita Lo Registration Research Officer [email protected] (vacant) Senior Financial Analyst n/a Isabelita Chichioco Financial Analyst [email protected] Wayne Choi Business Analyst [email protected] Clara Ming Registration Data Analyst [email protected]

For general questions and complaints, please contact the OSC Inquiries and Contact Centre at [email protected]

Appendix 66

If you have questions or comments about this report, please contact:

Trevor Walz Dave Santiago Senior Accountant Accountant Compliance and Registrant Regulation Compliance and Registrant Regulation E-mail: [email protected] E-mail: [email protected] Phone: (416) 593-3670 Phone: (416) 593-8284

For general questions and complaints, please contact the OSC Inquiries and Contact Centre: Phone: (416) 593-8314 (Toronto area)/ 1-877-785-1555 (toll-free)/ 1-866-827-1295 (TTY) E-mail: [email protected] Fax: (416) 593-8122 September 23, 2011

Notices / News Releases

1.1.3 Alexander Christ Doulis et al. – Notice of 1.2 Notices of Hearing Correction 1.2.1 Zungui Haixi Corporation – ss. 127(7), 127(8) NOTICE OF CORRECTION IN THE MATTER OF IN THE MATTER OF THE SECURITIES ACT, THE SECURITIES ACT, R.S.O. 1990, c. S.5, AS AMENDED R.S.O. 1990, c. S.5, AS AMENDED AND AND IN THE MATTER OF IN THE MATTER OF ZUNGUI HAIXI CORPORATION ALEXANDER CHRIST DOULIS (aka ALEXANDER CHRISTOS DOULIS, NOTICE OF HEARING aka ALEXANDROS CHRISTODOULIDIS) (Subsections 127(7) and 127(8)) and LIBERTY CONSULTING LTD. WHEREAS on September 16, 2011, the Ontario (2011), 34 O.S.C.B. 9594. On page 9594, the final recital Securities Commission (the “Commission”) issued a of the Order reads: temporary order pursuant to subsections 127(1) and 127(5) of the Securities Act, R.S.O. 1990, c. S.5, as amended (the AND WHEREAS, having considered the “Act”) that all trading in the securities of Zungui Haixi evidence given and the submissions made at the Corporation (“Zungui”) cease (the “Temporary Order”); Hearing, for the reasons issued on September 6, 2011, it is the opinion of the Commission that it is TAKE NOTICE THAT the Commission will hold a in the public interest to issue the Temporary Order hearing (the “Hearing”) pursuant to subsections 127(7) and requested by Staff; (8) of the Act at the offices of the Commission at 20 Queen Street West, 17th Floor Hearing Room on September 28, This should read instead: 2011 at 11:00 a.m. or as soon thereafter as the Hearing can be held: AND WHEREAS, having considered the evidence given and the submissions made at the Hearing, for the TO CONSIDER: whether, in the opinion of the reasons issued on September 9, 2011, it is the opinion of Commission, it is in the public interest for the Commission: the Commission that it is in the public interest to issue the Temporary Order requested by Staff; (i) to extend the Temporary Order, pursuant to subsections 127(7) and (8) of the Act, until November 10, 2011, or until such further time as is ordered by the Commission; and

(ii) to make such further orders as the Commission considers appropriate.

BY REASON OF the recitals set out in the Temporary Order and such allegations and evidence as counsel may advise and the Commission may permit;

AND TAKE FURTHER NOTICE that any party to the proceeding may be represented by counsel at the Hearing;

AND TAKE FURTHER NOTICE that upon failure of any party to attend at the time and place aforesaid, the Hearing may proceed in the absence of that party and such party is not entitled to further notice of the proceeding.

DATED at Toronto this 19th day of September, 2011

“Josée Turcotte” per: John Stevenson Secretary to the Commission

September 23, 2011 (2011) 34 OSCB 9751

Notices / News Releases

1.3 News Releases For media inquiries: [email protected] 1.3.1 Saverio Manzo Settles with the Ontario Securities Commission Wendy Dey Director, Communications & Public Affairs FOR IMMEDIATE RELEASE 416-593-8120 September 14, 2011 Carolyn Shaw-Rimmington SAVERIO MANZO SETTLES WITH Manager, Public Affairs THE ONTARIO SECURITIES COMMISSION 416-593-2361

TORONTO – The Ontario Securities Commission today Dylan Rae approved a settlement agreement reached between Staff Media Relations Specialist and Saverio Manzo, who admitted to conduct contrary to 416-595-8934 the public interest relating to his trading in shares of Covalon Technologies Ltd. (“Covalon”). This was the For investor inquiries: second order made in the Covalon matter, following the order made September 2, 2011 in the matter of Anthony OSC Contact Centre Ianno. 416-593-8314 1-877-785-1555 (Toll Free) Saverio Manzo admitted that, in the period between January 2007 and April 2008, he purchased approximately 935,000 Covalon shares. He admitted that, in the period between November 2007 and April 2008, he engaged in trading in which he intended to raise or maintain the price of Covalon shares. A significant portion of his trades during this period created an uptick in the price of Covalon shares, and a significant portion of his trades occurred within 15 minutes of the close of the trading day.

Under the settlement agreement, Saverio Manzo is banned from trading securities (subject to certain exceptions) for a period of four years. He is also banned from acting as an officer or director of a public company, as a registrant, or as a promoter for a period of four years. Saverio Manzo has agreed to make a payment of $25,000 towards the Commission’s costs of the investigation in this matter, and a further voluntary payment of $25,000.

“This settlement marks the end of the proceedings related to trading by Mr. Ianno and Mr. Manzo in Covalon – trading in which they each acknowledged they raised or maintained the price of Covalon,” said Tom Atkinson, Director of Enforcement at the Ontario Securities Commission. “The sanctions include lengthy bans for each of Mr. Ianno and Mr. Manzo from participation in Ontario capital markets and these sanctions are commensurate with our mandate to be forward looking in the protection of our markets”.

A copy of the Settlement Agreement and Order of the Commission in this matter are available on the OSC website at www.osc.gov.on.ca.

The mandate of the OSC is to provide protection to investors from unfair, improper or fraudulent practices and to foster fair and efficient capital markets and confidence in capital markets. Investors are urged to check the registration of any person or company offering an investment opportunity and to review the OSC’s investor materials available at www.osc.gov.on.ca.

September 23, 2011 (2011) 34 OSCB 9752

Notices / News Releases

1.4 Notices from the Office of the Secretary 1.4.2 Anthony Ianno and Saverio Manzo

1.4.1 Bernard Boily FOR IMMEDIATE RELEASE September 14, 2011 FOR IMMEDIATE RELEASE September 14, 2011 IN THE MATTER OF THE SECURITIES ACT, IN THE MATTER OF R.S.O. 1990, c. S.5, AS AMENDED THE SECURITIES ACT, R.S.O. 1990, c. S.5, AS AMENDED AND

AND IN THE MATTER OF ANTHONY IANNO AND SAVERIO MANZO IN THE MATTER OF BERNARD BOILY AND

TORONTO – The Commission issued an Order in the IN THE MATTER OF above named matter which provides that this matter is SETTLEMENT AGREEMENT BETWEEN STAFF OF adjourned to a confidential pre-hearing conference to be THE ONTARIO SECURITIES COMMISSION AND held on November 10, 2011 at 10:00 a.m.; and the hearing SAVERIO MANZO on the merits shall commence on April 2, 2012 at 10:00 a.m. at the offices of the Commission, 20 Queen Street TORONTO – Following a hearing held today, the West, 17th Floor, Toronto, Ontario and shall continue on Commission issued an Order in the above named matter the following dates: April 3, 4, 5, 9, 11, 12, 13, 16, 17, 18, approving the Settlement Agreement reached between 19, 20, 23, 25, 26 and 27, 2012. Staff of the Commission and Saverio Manzo.

A copy of the Order dated September 13, 2011 is available A copy of the Order dated September 14, 2011 and at www.osc.gov.on.ca. Settlement Agreement dated September 14, 2011 are available at www.osc.gov.on.ca. OFFICE OF THE SECRETARY JOHN P. STEVENSON OFFICE OF THE SECRETARY SECRETARY JOHN P. STEVENSON SECRETARY For media inquiries: [email protected] For media inquiries: [email protected] Wendy Dey Director, Communications & Public Affairs Wendy Dey 416-593-8120 Director, Communications & Public Affairs 416-593-8120 Carolyn Shaw-Rimmington Manager, Public Affairs Carolyn Shaw-Rimmington 416-593-2361 Manager, Public Affairs 416-593-2361 Dylan Rae Media Relations Specialist Dylan Rae 416-595-8934 Media Relations Specialist 416-595-8934 For investor inquiries: For investor inquiries: OSC Contact Centre 416-593-8314 OSC Contact Centre 1-877-785-1555 (Toll Free) 416-593-8314 1-877-785-1555 (Toll Free)

September 23, 2011 (2011) 34 OSCB 9753

Notices / News Releases

1.4.3 Anthony Ianno and Saverio Manzo 1.4.4 Ian Overton

FOR IMMEDIATE RELEASE FOR IMMEDIATE RELEASE September 14, 2011 September 15, 2011

IN THE MATTER OF IN THE MATTER OF THE SECURITIES ACT, THE SECURITIES ACT, R.S.O. 1990, c. S.5, AS AMENDED R.S.O. 1990, c. S.5, AS AMENDED

AND AND

IN THE MATTER OF IN THE MATTER OF ANTHONY IANNO AND SAVERIO MANZO IAN OVERTON

TORONTO – The Commission issued an Order vacating TORONTO – The Commission issued an Order in the the hearing dates in the above named matter. above named matter approving the Settlement Agreement reached between Staff of the Commission and Ian Overton. A copy of the Order dated September 14, 2011 is available at www.osc.gov.on.ca. A copy of the Order dated September 14, 2011 and Settlement Agreement dated September 8, 2011 are OFFICE OF THE SECRETARY available at www.osc.gov.on.ca. JOHN P. STEVENSON SECRETARY OFFICE OF THE SECRETARY JOHN P. STEVENSON For media inquiries: SECRETARY [email protected] For media inquiries: Wendy Dey [email protected] Director, Communications & Public Affairs 416-593-8120 Wendy Dey Director, Communications & Public Affairs Carolyn Shaw-Rimmington 416-593-8120 Manager, Public Affairs 416-593-2361 Carolyn Shaw-Rimmington Manager, Public Affairs Dylan Rae 416-593-2361 Media Relations Specialist 416-595-8934 Dylan Rae Media Relations Specialist For investor inquiries: 416-595-8934

OSC Contact Centre For investor inquiries: 416-593-8314 1-877-785-1555 (Toll Free) OSC Contact Centre 416-593-8314 1-877-785-1555 (Toll Free)

September 23, 2011 (2011) 34 OSCB 9754

Notices / News Releases

1.4.5 Canadian Derivatives Clearing Corporation 1.4.6 Richvale Resource Corporation et al. and Sino-Forest Corporation et al. FOR IMMEDIATE RELEASE FOR IMMEDIATE RELEASE September 16, 2011 September 15, 2011 IN THE MATTER OF IN THE MATTER OF THE SECURITIES ACT, THE SECURITIES ACT, R.S.O. 1990, c. S.5, AS AMENDED R.S.O. 1990, c. S.5, AS AMENDED AND AND IN THE MATTER OF IN THE MATTER OF RICHVALE RESOURCE CORPORATION, CANADIAN DERIVATIVES CLEARING CORPORATION MARVIN WINICK, HOWARD BLUMENFELD, JOHN COLONNA, PASQUALE SCHIAVONE, AND AND SHAFI KHAN

IN THE MATTER OF TORONTO – Staff of the Ontario Securities Commission SINO-FOREST CORPORATION, ALLEN CHAN, filed an Amended Statement of Allegations dated ALBERT IP, ALFRED C.T. HUNG, GEORGE HO AND September 13, 2011 with the Office of the Secretary in the SIMON YEUNG above noted matter.

TORONTO – The Commission issued an Order in the A copy of the Amended Statement of Allegations dated above named matter. September 13, 2011 is available at www.osc.gov.on.ca.

A copy of the Order (Section 144) dated September 15, OFFICE OF THE SECRETARY 2011 is available at www.osc.gov.on.ca. JOHN P. STEVENSON SECRETARY OFFICE OF THE SECRETARY JOHN P. STEVENSON For media inquiries: SECRETARY [email protected]

For media inquiries: Wendy Dey [email protected] Director, Communications & Public Affairs 416-593-8120 Wendy Dey Director, Communications & Public Affairs Carolyn Shaw-Rimmington 416-593-8120 Manager, Public Affairs 416-593-2361 Carolyn Shaw-Rimmington Manager, Public Affairs Dylan Rae 416-593-2361 Media Relations Specialist 416-595-8934 Dylan Rae Media Relations Specialist For investor inquiries: 416-595-8934 OSC Contact Centre For investor inquiries: 416-593-8314 1-877-785-1555 (Toll Free) OSC Contact Centre 416-593-8314 1-877-785-1555 (Toll Free)

September 23, 2011 (2011) 34 OSCB 9755

Notices / News Releases

IN THE MATTER OF in the business of trading securities of Richvale THE SECURITIES ACT, from the Toronto area. Richvale never filed a R.S.O. 1990, c. S.5, AS AMENDED prospectus or a preliminary prospectus with the Ontario Securities Commission (the AND “Commission”) and Richvale has never been registered with the Commission. IN THE MATTER OF RICHVALE RESOURCE CORPORATION, 11. Winick, Blumenfeld, Colonna, Schiavone and MARVIN WINICK, HOWARD BLUMENFELD, Khan were not registered with the Commission in JOHN COLONNA, PASQUALE SCHIAVONE, any capacity during the Material Time. AND SHAFI KHAN 12. Winick, Blumenfeld, Colonna and Schiavone were AMENDED STATEMENT OF ALLEGATIONS OF STAFF the directing minds of Richvale during the Material OF THE ONTARIO SECURITIES COMMISSION Time (the “Directing Minds”).

Staff of the Ontario Securities Commission (“Staff”) make 13. During the Material Time, residents of several the following allegations: Canadian provinces received unsolicited phone calls from salespersons, agents and THE RESPONDENTS representatives of Richvale and were solicited to purchase shares of Richvale. 1. Tess Security Services (2002) Inc. (“Tess”) was incorporated in Ontario in July, 2002. 14. Khan was the principal salesperson of the Richvale securities. 2. On August 8, 2008, the corporate name of Tess was changed to Richvale Resource Corporation 15. The salespersons, agents and representatives of (“Richvale”). Richvale told potential investors that Richvale would be going public in the future. Potential 3. The registered office address for Richvale was investors were also told that Richvale owned care of Marvin Winick (“Winick”) at 14 Pico certain properties in the Province of Quebec. Crescent, Thornhill, Ontario. This is Winick’s residential address. 16. During the Material Time, approximately $753,000 (the “Investor Funds”) was received from 4. Winick is a registered Director of Richvale. approximately 27 individuals and companies (collectively the “Investors”) that purchased shares 5. Howard Blumenfeld is a registered Director of of Richvale as a result of being solicited to do so Richvale and the registered Secretary and by the salespersons, agents and representatives Treasurer of Richvale. Blumenfeld is a resident of of Richvale. The Investors were resident in Ontario. several Canadian provinces.

6. John Colonna (“Colonna”) is a resident of Ontario 17. The Investors’ funds (the “Investor Funds”) were and was a directing mind of Richvale. sent to bank accounts held by Richvale at the Royal Bank of Canada and the Bank of Nova 7. Pasquale Schiavone (“Schiavone”) is listed on the Scotia (the “Richvale Bank Accounts”). The Richvale website and in Richvale promotional Richvale Bank Accounts were both located in material as a Director and the President of Ontario. Richvale. Schiavone is a resident of the Province of Quebec. 18. The Respondents participated in acts, solicitations, conduct, or negotiations directly or 8. Shafi Khan (“Khan”) is a resident of Ontario and indirectly in furtherance of the sale or disposition was a salesperson of the Richvale securities. of securities for valuable consideration, in circumstances where there were no exemptions II. BACKGROUND available to the Respondents under the Securities Act, R.S.O. 1990, c. S.5, as amended (the “Act”). • Trading in Securities of Richvale • Fraudulent Conduct 9. Staff allege that Richvale, Blumenfeld, Winick, Colonna, Schiavone and Khan (collectively the 19. During the Material Time, the Respondents and “Respondents”) traded in securities of Richvale other employees, representatives or agents of between and including August 8, 2008 and Richvale provided information to the Investors that December 31, 2009 (the “Material Time”). was false, inaccurate and misleading, including, but not limited to, the following: 10. During the Material Time, the Respondents traded and engaged or held themselves out as engaging

September 23, 2011 (2011) 34 OSCB 9756

Notices / News Releases

(a) That salespersons of Richvale were paid 25. Approximately 74% of the Investor Funds were in Richvale shares and were not paid paid out to Khan, Blumenfeld, Winick or removed commissions; from Richvale bank accounts in the form of cash.

(b) The names used by the sales 26. Only 6% of the Investor Funds were used to representatives of Richvale were not their renew land claims on certain properties in true names; Quebec.

(c) That Richvale would be going public on a 27. Richvale did not engage in any exploration on the stock exchange in a matter of weeks; properties for which it held land claims.

(d) That the net proceeds of the sale of 28. The Respondents and other employees, Richvale securities would be used representatives or agents of Richvale engaged in primarily for costs associated with the a course of conduct relating to securities that they exploration of the properties owned by knew or reasonably ought to have known would Richvale, for ongoing operations and to result in a fraud on persons purchasing securities acquire other properties or entities; of Richvale.

(e) Richvale claimed that they “build value by III. Conduct Contrary to Ontario Securities Law advancing our operations, building new and Contrary to the Public Interest projects and pursuing exploration opportunities”; 29. The specific allegations advanced by Staff are:

(f) That Richvale claimed to hold certain (a) During the Material Time, the land claims during the Material Time Respondents engaged or participated in when these land claims had expired; and acts, practices or courses of conduct relating to securities of Richvale that the (g) Content on the Richvale website was Respondents knew or reasonably ought false or misleading to investors, including to have known perpetrated a fraud on statements with respect to the persons or companies, contrary to compensation of Directors and/or section 126.1(b) of the Act and contrary Officers of Richvale and the business to the public interest; experience of the Directors and/or Officers of Richvale. (b) During the Material Time, the Respondents traded and engaged or 20. The false, inaccurate and misleading held themselves out as engaging in the representations were made with the intention of business of trading securities without effecting trades in Richvale securities. being registered to trade in securities, contrary to the present section 25(1), 21. The Richvale website listed the Richvale “Greater contrary to the former section 25(1)(a) of Toronto Area Satellite Office” being located at the Act1 and contrary to the public 8171 Yonge Street, Suite 11, Thornhill, Ontario. interest; This address was a UPS Store mailbox. (c) During the Material Time, Richvale, Khan 22. Khan used the aliases “Dave Isaac” and “Sam and representatives of Richvale made Binder” when selling Richvale securities to representations without the written members of the public. The directing minds of permission of the Director, with the Richvale were aware that aliases were being used intention of effecting a trade in securities when Richvale securities were being sold to the of Richvale, that such security would be public. listed on a stock exchange or quoted on any quotation and trade reporting 23. Some of the Investor Funds were used to make system, contrary to section 38(3) of the personal interest-free loans to friends of certain of Act and contrary to the public interest; the Directing Minds of Richvale. This was never disclosed to the Investors. (d) During the Material Time, the Respondents traded in securities of 24. Between 30% to 50% of the Investor Funds were Richvale when a preliminary prospectus paid out as commissions to Khan for the sale of and a prospectus had not been filed and Richvale securities. This was never disclosed to receipts had not been issued for them by the Investors. the Director, contrary to section 53(1) of

1 The present section 25(1) of the Act came into force during the Material Time, on September 28, 2009, and the former section 25(1)(a) was repealed.

September 23, 2011 (2011) 34 OSCB 9757

Notices / News Releases

the Act and contrary to the public 1.4.7 Normand Gauthier et al. interest; FOR IMMEDIATE RELEASE (e) During the Material Time, Winick, September 16, 2011 Blumenfeld, Colonna and Schiavone, being directors and/or officers of IN THE MATTER OF Richvale, did authorize, permit or THE SECURITIES ACT, acquiesce in the commission of the R.S.O. 1990, c. S.5, AS AMENDED violations of sections 25, 38, 53 and 126.1 of the Act, as set out above, by AND Richvale or by the employees, agents or representatives of Richvale, contrary to IN THE MATTER OF section 129.2 of the Act and contrary to NORMAND GAUTHIER, the public interest; GENTREE ASSET MANAGEMENT INC., R.E.A.L. GROUP FUND III (CANADA) LP, AND 30. Staff reserve the right to make such other CANPRO INCOME FUND I, LP allegations as Staff may advise and the Commission may permit. TORONTO – The Commission issued an Order in the above named matter which provides that, pursuant to DATED at Toronto, September 13, 2011. section 127 of the Act, 1) the Temporary Order shall remain in effect until such further order of the Commission; and 2) the hearing is adjourned to September 26, 2011 at 10:00 a.m. or to such other date or time as may be agreed to by the parties and arranged through the Office of the Secretary for a hearing or for such other purposes as may be requested.

A copy of the Order dated September 15, 2011 is available at www.osc.gov.on.ca.

OFFICE OF THE SECRETARY JOHN P. STEVENSON SECRETARY

For media inquiries: [email protected]

Wendy Dey Director, Communications & Public Affairs 416-593-8120

Carolyn Shaw-Rimmington Manager, Public Affairs 416-593-2361

Dylan Rae Media Relations Specialist 416-595-8934

For investor inquiries:

OSC Contact Centre 416-593-8314 1-877-785-1555 (Toll Free)

September 23, 2011 (2011) 34 OSCB 9758

Notices / News Releases

1.4.8 Zungui Haixi Corporation 1.4.9 Maitland Capital Ltd. et al.

FOR IMMEDIATE RELEASE FOR IMMEDIATE RELEASE September 16, 2011 September 19, 2011

IN THE MATTER OF IN THE MATTER OF THE SECURITIES ACT, THE SECURITIES ACT, R.S.O. 1990, c. S.5, AS AMENDED R.S.O. 1990, c. S.5, AS AMENDED

AND AND

IN THE MATTER OF IN THE MATTER OF ZUNGUI HAIXI CORPORATION MAITLAND CAPITAL LTD., ALLEN GROSSMAN, HANOCH ULFAN, LEONARD WADDINGHAM, TORONTO – The Commission issued a Temporary Order RON GARNER, GORD VALDE, in the above named matter. MARIANNE HYACINTHE, DIANNA CASSIDY, RON CATONE, STEVEN LANYS, A copy of the Temporary Order dated September 16, 2011 ROGER MCKENZIE, TOM MEZINSKI, is available at www.osc.gov.on.ca. WILLIAM ROUSE AND JASON SNOW

OFFICE OF THE SECRETARY TORONTO – The Commission issued an order in the JOHN P. STEVENSON above named matter which provides that the hearing in SECRETARY respect of Steven Lanys, William Rouse and Tom Mezinski shall commence on February 15 and continue on February For media inquiries: 16 and 17, 2012; and the title of proceeding be amended to [email protected] change “Diana Cassidy” to “Dianna Cassidy”.

Wendy Dey A copy of the Order dated September 2, 2011 is available Director, Communications & Public Affairs at www.osc.gov.on.ca. 416-593-8120 OFFICE OF THE SECRETARY Carolyn Shaw-Rimmington JOHN P. STEVENSON Manager, Public Affairs SECRETARY 416-593-2361 For media inquiries: Dylan Rae [email protected] Media Relations Specialist 416-595-8934 Wendy Dey Director, Communications & Public Affairs For investor inquiries: 416-593-8120

OSC Contact Centre Carolyn Shaw-Rimmington 416-593-8314 Manager, Public Affairs 1-877-785-1555 (Toll Free) 416-593-2361

Dylan Rae Media Relations Specialist 416-595-8934

For investor inquiries:

OSC Contact Centre 416-593-8314 1-877-785-1555 (Toll Free)

September 23, 2011 (2011) 34 OSCB 9759

Notices / News Releases

1.4.10 Peter Beck et al. 1.4.11 Sextant Capital Management Inc. et al.

FOR IMMEDIATE RELEASE FOR IMMEDIATE RELEASE September 20, 2011 September 20, 2011

IN THE MATTER OF IN THE MATTER OF THE SECURITIES ACT, THE SECURITIES ACT, R.S.O. 1990, c. S.5, AS AMENDED R.S.O. 1990, c. S.5, AS AMENDED

AND AND

IN THE MATTER OF IN THE MATTER OF PETER BECK, SWIFT TRADE INC. SEXTANT CAPITAL MANAGEMENT INC., (continued as 7722656 Canada Inc.), SEXTANT CAPITAL GP INC., OTTO SPORK, BIREMIS, CORP., OPAL STONE FINANCIAL KONSTANTINOS EKONOMIDIS, ROBERT LEVACK SERVICES S.A., BARKA CO. LIMITED, AND NATALIE SPORK TRIEME CORPORATION and a limited partnership referred to as “ANGUILLA LP” TORONTO – Following the release of the Reasons and Decision dated May 17, 2011 on the hearing on the merits, TORONTO – Following the hearing held on September 1, a sanctions hearing was set down to be heard on 2011, the Commission issued an Order in the above noted September 22 and 23, 2011. matter. Take notice that the sanctions hearing is adjourned on A copy of the Order dated September 1, 2011 is available consent to December 7, 2011 in the above named matter. at www.osc.gov.on.ca. OFFICE OF THE SECRETARY OFFICE OF THE SECRETARY JOHN P. STEVENSON JOHN P. STEVENSON SECRETARY SECRETARY For media inquiries: For media inquiries: [email protected] [email protected] Wendy Dey Wendy Dey Director, Communications & Public Affairs Director, Communications & Public Affairs 416-593-8120 416-593-8120 Carolyn Shaw-Rimmington Carolyn Shaw-Rimmington Manager, Public Affairs Manager, Public Affairs 416-593-2361 416-593-2361 Dylan Rae Dylan Rae Media Relations Specialist Media Relations Specialist 416-595-8934 416-595-8934 For investor inquiries: For investor inquiries: OSC Contact Centre OSC Contact Centre 416-593-8314 416-593-8314 1-877-785-1555 (Toll Free) 1-877-785-1555 (Toll Free)

September 23, 2011 (2011) 34 OSCB 9760

Notices / News Releases

1.4.12 Zungui Haixi Corporation

FOR IMMEDIATE RELEASE September 21, 2011

IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, c. S.5, AS AMENDED

AND

IN THE MATTER OF ZUNGUI HAIXI CORPORATION

TORONTO – The Office of the Secretary issued a Notice of Hearing in the above named matter setting the matter down to be heard on September 28, 2011 at 11:00 a.m. to consider whether it is in the public interest for the Commission to extend the Temporary Order made as of September 16, 2011.

A copy of the Notice of Hearing dated September 19, 2011 is available at www.osc.gov.on.ca.

OFFICE OF THE SECRETARY JOHN P. STEVENSON SECRETARY

For media inquiries: [email protected]

Wendy Dey Director, Communications & Public Affairs 416-593-8120

Carolyn Shaw-Rimmington Manager, Public Affairs 416-593-2361

Dylan Rae Media Relations Specialist 416-595-8934

For investor inquiries:

OSC Contact Centre 416-593-8314 1-877-785-1555 (Toll Free)

September 23, 2011 (2011) 34 OSCB 9761

Notices / News Releases

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September 23, 2011 (2011) 34 OSCB 9762

Chapter 2

Decisions, Orders and Rulings

2.1 Decisions shareholder meetings, including any adjournment(s) or postponement(s) thereof, of The VenGrowth Investment 2.1.1 GrowthWorks Canadian Fund Ltd. and Fund Inc. (“VG I”), The VenGrowth II Investment Fund Inc. GrowthWorks Ltd. (“VG II”), The VenGrowth III Investment Fund Inc. (“VG III”), The VenGrowth Traditional Industries Fund Inc. (“VG TI”) Headnote and The VenGrowth Advanced Life Sciences Fund Inc. (“VG ALS” and, collectively with VG I, VG II, VG III and VG National Policy 11-203 Process for Exemptive Relief TI, the “VenGrowth Funds”) to consider the Covington Applications in Multiple Jurisdictions – relief to permit Proposal (as defined below). dissident investment fund to solicit proxies by broadcast, speech or publication provided that the dissident complies Under the Process for Exemptive Relief Applications in with the applicable requirements of National Instrument 51- Multiple Jurisdictions (for a passport application): 102 Continuous Disclosure Obligations – relief required in context of a proxy contest related to a proposed (a) the Ontario Securities Commission is the Principal reorganization of certain mutual funds – relief limited to Regulator for this application, and soliciting proxies to oppose transaction put forward by management. (b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System Applicable Legislative Provisions (“MI 11-102”) is intended to be relied upon in each of the Non-Principal Jurisdictions. National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 12.2(2)(b), 17.1. Interpretation

July 15, 2011 Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this IN THE MATTER OF decision, unless otherwise defined. THE SECURITIES LEGISLATION OF ONTARIO Representations (the “Jurisdiction”) This decision is based on the following facts represented AND by the Filers:

IN THE MATTER OF 1. GrowthWorks Canadian Fund Ltd. (“Canadian THE PROCESS FOR EXEMPTIVE RELIEF Fund”) is a reporting issuer in each of the APPLICATIONS IN MULTIPLE JURISDICTIONS provinces and territories of Canada and is an investment fund for the purposes of Canadian AND securities laws. GrowthWorks Ltd. is not a reporting issuer in any province or territory of IN THE MATTER OF Canada. The head office of each of GrowthWorks GROWTHWORKS CANADIAN FUND LTD. Ltd. and the manager of Canadian Fund is located AND GROWTHWORKS LTD. in Vancouver, British Columbia. The Filers are not (the “Filers”) in default of the securities legislation in any of those jurisdictions. DECISION 2. The VenGrowth Funds are labour-sponsored Background venture capital corporations (“LSVCCs”). VG I and VG II are corporations governed by the The securities regulatory authority or regulator in the Business Corporations Act (British Columbia) (the Jurisdiction (the “Principal Regulator”) has received an “BCBCA”). VG III, VG TI and VG ALS are application from the Filers for a decision under the corporations governed by the Canada Business securities legislation of the Jurisdiction (the “Legislation”) Corporations Act (the “CBCA”). The VenGrowth of the Principal Regulator for a decision (the “Exemption Funds are reporting issuers in the Principal Sought”) that pursuant to Part 17 of National Instrument Jurisdiction and some or all of the other provinces 81-106 Investment Fund Continuous Disclosure (“NI 81- and territories of Canada and are investment 106”) the Filers be exempted from the requirements of funds for the purposes of Canadian securities section 12.2(2)(b) of NI 81-106 with respect to the laws. The head office of each of the managers of solicitation of proxies by the Filers in connection with

September 23, 2011 (2011) 34 OSCB 9763

Decisions, Orders and Rulings

the VenGrowth Funds is located in Toronto, respect of securities of which the person making Ontario. the solicitation is the beneficial owner (the “Beneficial Owner Exemption”) and solicitations 3. VG III, VG TI and VG ALS each have three where the total number of securityholders whose classes of shares: Class A shares held by the proxies are solicited is not more than 15 (the “15 public, Class B shares held by the manager of the Securityholder Exemption”). fund and Class C shares held by the fund sponsor. VG I and VG II have two classes of 10. The BCBCA does not contain any restrictions on shares: Class A shares held by the public and the solicitation of proxies in respect of reporting Class B shares held by the manager of the fund. issuers. Section 150(1)(b) of the CBCA contains There are in aggregate over 130,000 Class A the Circular Requirement and Section 150(1.1) of shareholders of the VenGrowth Funds (“Class A the CBCA contains the 15 Securityholder Shareholders”). Exemption. In 2001, the CBCA restrictions on proxy solicitation were further relaxed, pursuant to 4. On July 7, 2011, the VenGrowth Funds Section 150(1.2), to permit a person other than announced that they had entered into a definitive management of a corporation to solicit proxies agreement with Covington Capital Fund II Inc. without preparing and sending an information regarding a merger proposal (the “Covington circular to shareholders if the solicitation is Proposal”) and have called shareholder meetings conveyed by public broadcast, speech or to be held on August 25, 2011 (the “August publication that includes certain prescribed Meetings”) to consider that proposal. information (the “CBCA Broadcast Exemption”).

5. The Filers wish to communicate with the Class A 11. Prior to 2008, Sections 9.1 and 9.2 of National Shareholders in advance of the August Meetings, Instrument 51-102 Continuous Disclosure including any adjournment(s) or postponement(s) Obligations (“NI 51-102”), which applies to all thereof, to solicit proxies from Class A reporting issuers other than investment funds, Shareholders voting against the Covington contained the same proxy solicitation regime as Proposal (the “Solicitations”). Sections 12.2 and 12.3 of NI 81-106, including the Circular Requirement, the Beneficial Owner 6. The Filers wish to conduct the Solicitations by Exemption and the 15 Securityholder Exemption. public broadcast, speech or publication, but In July 2008, Section 9.2 of NI 51-102 was without sending a physical copy of a dissident's amended by adding subsections (4), (5) and (6), proxy circular and form of proxy to each of the which provided for an exemption similar to the Class A Shareholders. CBCA Broadcast Exemption, subject to certain additional disclosure requirements where the 7. If any Solicitation refers to an alternative proposal solicitation was in connection with a proposed to be made by the Filers to the Class A significant acquisition or restructuring transaction Shareholders (an “Alternative Proposal”) the or where the soliciting person is nominating or Filers will produce an information circular or other proposing to nominate a person for election as a document (an “Alternative Proposal director of the corporation (the “Enhanced Disclosure”) that will be posted to the Filers’ Broadcast Exemption”). website and filed on SEDAR and which will provide full disclosure of all material terms of the 12. The Enhanced Broadcast Exemption was not Alternative Proposal and prominently and clearly added to NI 81-106; however, Part 17 of NI 81- describe all known risks to such Alternative 106 provides that the Principal Regulator may Proposal not being completed and any material all make an order on any terms it considers conditions to its completion. appropriate exempting GrowthWorks from the application of any part of NI 81-106, including the 8. Any Solicitation which refers to an Alternative Circular Requirement. Proposal will indicate that the Alternative Proposal is subject to risks and conditions to its completion 13. The Filers would be entitled to rely on the and will disclose that the Alternative Proposal Enhanced Broadcast Exemption but for the fact Disclosure is available on the Filers' website and that the VenGrowth Funds are investment funds. on SEDAR. Decision 9. Section 12.2(2)(b) of NI 81-106 provides that no person shall solicit proxies from registered holders The Principal Regulator is satisfied that the decision meets of an investment fund that is a reporting issuer the test set out in the Legislation for the Principal Regulator unless a dissident's proxy circular and form of to make the decision. proxy are provided to each holder whose proxy is solicited (the “Circular Requirement”). Section The decision of the principal regulator under the Legislation 12.3 of NI 81-106 provides exemptions from the is that the Exemption Sought is granted provided that: Circular Requirement for solicitations only in

September 23, 2011 (2011) 34 OSCB 9764

Decisions, Orders and Rulings

(a) the Solicitations are made to the Class A 2.1.2 Royal Canadian Mint Shareholders by broadcast, speech or publication and the Filers comply with the Headnote requirements of subsections 9.2(4), 9.2(5) and 9.2(6) of NI 51-102 as if those NP 11-203 – Relief from Continuous disclosure and insider subsections applied to proxy solicitations reporting requirements – Filer is a Canadian crown in respect of the VenGrowth Funds; and corporation – Filer issuing exchange traded receipts which constitute direct unconditional obligations of the Filer and (b) a copy of this order is provided to the Her Majesty in right of Canada – The receipts are listed for VenGrowth Funds. trading on the Toronto Stock Exchange – Filer will provide an Information Statement at time of distribution and “Darren McKall” maintain additional information on a website – The Manager, Investment Funds Branch Securities Act, R.S.O. 1990, c. S.5 - National Instrument Ontario Securities Commission 51-102 Continuous Disclosure Obligations – Multilateral Instrument 52-109 – Certification of Disclosure in Issuers' Annual and Interim Filings – National Instrument 52-108 – Auditor Oversight – Multilateral Instrument 52-110 – Audit Committees – National Instrument 58-101 – Disclosure of Corporate Governance Practices – National Instrument 13- 101 – System for Electronic Document Analysis and Retrieval – National Instrument 55-102 System for Electronic Disclosure by Insiders – OSC Rule 13-502 – Fees.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S5, s. 74. National Instrument 51-102 Continuous Disclosure Obligations, s. 13.1. National Instrument 52-108 Auditor Oversight, Part 2. Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, s. 4.5. Multilateral Instrument 52-110 Audit Committees, s. 8. National Instrument 58-101 Disclosure of Corporate Governance Practices, Part 2. National Instrument 13-101 System for Electronic Document Analysis and Retrieval, s. 7.1. National Instrument 55-102 System for Electronic Disclosure by Insiders, s. 6.1. OSC Rule 13-502 Fees, s. 2.2.

August 30, 2011

IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (THE "PRINCIPAL JURISDICTION")

AND

IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF THE ROYAL CANADIAN MINT (THE "FILER")

DECISION

September 23, 2011 (2011) 34 OSCB 9765

Decisions, Orders and Rulings

Background (h) pursuant to section 6.1 of National Instrument 55- The securities regulatory authority or regulator in the 102 – System for Electronic Disclosure by Insiders Principal Jurisdiction (the "Principal Regulator") has (SEDI) ("NI 55-102"), that sections 2.3 and 2.4 of received an application from the Filer for a decision under NI 55-102 (the "SEDI Requirements") shall not the securities legislation of the Principal Jurisdiction (the apply to the Filer. "Principal Legislation") of the Principal Regulator for the following relief (the "Requested Relief"): Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application): (a) pursuant to section 74(1) of the Securities Act (Ontario) (the "Act"), and the equivalent provisions (a) the Ontario Securities Commission is the Principal of the securities legislation of each of British Regulator for this application; and Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec, New Brunswick, Nova Scotia, (b) the Filer has provided notice that section 4.7(1) of Prince Edward Island, Newfoundland and Multilateral Instrument 11-102 Passport System Labrador, the Yukon, Northwest Territories and ("MI 11-102") is intended to be relied upon in each Nunavut (collectively, the "Non-Principal of the Non-Principal Jurisdictions. Jurisdictions"), that the prospectus requirements in section 53(1) of the Act, and the equivalent Interpretation provisions of the securities legislation of each of the Non-Principal Jurisdictions (collectively, the Terms defined in National Instrument 14-101 Definitions "Prospectus Requirements"), shall not apply to and MI 11-102 have the same meaning if used in this the Filer in respect of the distribution by the Filer decision, unless otherwise defined. of receipts as described below ("Receipts"), including Receipts issuable on the exercise of the Representations right to purchase additional Receipts, to purchasers ("Purchasers"); This decision is based on the following facts represented by the Filer: (b) pursuant to section 13.1 of National Instrument 51-102 – Continuous Disclosure Obligations ("NI 1. The Filer is a Canadian Crown corporation 51-102"), that the requirements of NI 51-102 (the pursuant to the Royal Canadian Mint Act "Continuous Disclosure Requirements") shall (Canada) (the "Mint Act"). not apply to the Filer; 2. The head office of the Filer is in Ottawa, Ontario. (c) pursuant to section 4.1 of National Instrument 52- 108 – Auditor Oversight ("NI 52-108"), that the 3. The Filer produces circulation, numismatic (or requirements of NI 52-108 (the "Auditor collectable) and bullion coins for the domestic and Oversight Requirements") shall not apply to the international markets. In addition to being Filer; responsible for the minting and distribution of Canada's circulation coins, the Filer operates (d) pursuant to section 8.6 of National Instrument 52- other businesses on a commercial basis, including 109 – Certification of Disclosure in Issuers' Annual secure-storage, full-service gold and silver and Interim Filings ("NI 52-109"), that the refineries, and services such as assaying. requirements of NI 52-109 (the "Certification Requirements") shall not apply to the Filer; 4. The Filer is not currently a reporting issuer in any of the provinces or territories of Canada. (e) pursuant to section 8.1 of National Instrument 52- 110 – Audit Committees ("NI 52-110"), that the 5. Under the Mint Act, all of the equity and voting requirements of NI 52-110 (the "Audit Committee shares of the Filer are held by the Minister of Requirements") shall not apply to the Filer; Finance (the "Minister"), in trust for Her Majesty in right of Canada. The Mint Act does not permit the (f) pursuant to section 3.1 of National Instrument 58- Filer to issue shares in its own capital to the public 101 – Disclosure of Corporate Governance or to issue debt obligations that would result in the Practices ("NI 58-101"), that the requirements of Filer having total outstanding borrowed money Part 2 of NI 58-101 (the "Corporate Governance exceeding $75 million. Disclosure Requirements") shall not apply to the Filer; 6. The Filer's external auditor, the Auditor General of Canada, audits the consolidated financial (g) pursuant to section 7.1 of National Instrument 13- statements of the Filer and reports thereon to the 101 – System for Electronic Document Analysis Minister. and Retrieval (SEDAR) ("NI 13-101"), that the requirements of NI 13-101 (the "SEDAR 7. The securities for which the Requested Relief is Requirements") shall not apply to the Filer; and sought are Receipts to be issued by the Filer and

September 23, 2011 (2011) 34 OSCB 9766

Decisions, Orders and Rulings

distributed to Purchasers, each Receipt redemption or termination, to make available for representing an undivided beneficial interest in physical delivery the applicable amount of gold gold bullion to be held in the custody of the Filer bullion upon the request of a holder of a Receipt (the "Program"). or to deliver the cash redemption amount. The Filer will at all times maintain in its storage 8. Each Receipt will also entitle the holder thereof, facilities gold bullion in an amount that is equal to on the date that is 12 months after the closing of or exceeds the amount owned in aggregate by the offering (the "Purchase Date"), to purchase holders of the Receipts. one additional Receipt at a price based on the market price of the underlying gold bullion on the 19. The Filer is for all purposes an agent of Her Purchase Date. If unexercised on the Purchase Majesty in right of Canada. The Receipts will Date, the right to purchase an additional Receipt constitute direct unconditional obligations of the will expire immediately thereafter. Filer and as such will constitute direct unconditional obligations of Her Majesty in right of 9. Pursuant to section 3(2) of the Mint Act, the Canada. Accordingly, the Filer's obligations under objects of the Filer are "to mint coins in the Receipts will be backed by the full faith and anticipation of profit and to carry out other related credit of the Government of Canada. If the Filer activities." In carrying out its objects, the Filer has fails to deliver gold bullion or cash in connection the rights, powers and privileges and the capacity with a redemption, or gold bullion at the of a natural person. termination of the Program, the holders of the Receipts would be able to enforce their rights 10. The distribution of Receipts by the Filer is against the Government of Canada. consistent with the powers and objects of the Filer. In compliance with its objects, the Filer will 20. The distribution of the Receipts by the Filer will be not engage in any activity, including any capital made pursuant to an information statement (the markets activity, unless it is related to its core "Information Statement") that contains disclosure business of minting coins. (the "Information Statement Disclosure") of:

11. The Filer will offer the Receipts to Purchasers in (a) aspects of the Filer's business that relate each of the provinces and territories of Canada to the Receipts, such as its gold bullion through registered dealers and, possibly, in storage business; certain jurisdictions outside of Canada. (b) the use of the proceeds from the sale of 12. The Filer may, from time to time, issue additional Receipts; Receipts under the Program. (c) the terms of the Receipts (including the 13. Subject to obtaining the requisite listing approval, issue price); the Receipts will be listed and traded on the Toronto Stock Exchange (the "TSX"). (d) the plan of distribution of the Receipts;

14. The Receipts will be priced on the basis of the (e) the fact that the Receipts will be listed market price of gold bullion, therefore the value of and traded on the TSX, subject to a Receipt will be unrelated to changes in the obtaining the requisite listing approval; business, operations or financial condition of the Filer or the Government of Canada. (f) the risks that relate to (i) the Program and the Receipts, (ii) the gold market, 15. The net proceeds of the offering of Receipts will and (iii) the Filer; be applied on behalf of the Purchasers to the purchase of gold bullion from third party suppliers (g) material contracts of the Filer insofar as for delivery to the Filer's storage facilities on the they establish the terms of the Receipts closing date of the offering. or impose fees upon holders of Receipts;

16. The Filer will act as custodian of the gold bullion (h) the nature of the gold market, including on behalf of the Purchasers and will hold the gold historical gold price performance; bullion on an unallocated basis in its facilities. Beneficial ownership of the gold bullion will at all (i) the manner in which notices will be given times remain with the Purchasers. to holders of Receipts;

17. The Receipts will be redeemable for gold bullion (j) information relating to the transfer agent or cash at the election of the holder. and registrar;

18. The Filer's obligations under the Receipts are to (k) tax consequences to holders; and securely store the underlying gold bullion and, on

September 23, 2011 (2011) 34 OSCB 9767

Decisions, Orders and Rulings

(l) all fees associated with the Receipts. Requirements is granted, provided that the following conditions are satisfied: 21. The Filer will maintain, by way of continuous disclosure (the "Program Website Disclosure"), a (a) the Filer continues to be a Crown website for the Program on which it will post: corporation pursuant to the Mint Act;

(a) the Information Statement; (b) the Filer provides each Purchaser with a copy of an Information Statement, prior to (b) a daily calculation of the per Receipt or at the time of an agreement of entitlement to gold, calculated as purchase and sale being entered into in approximately 1/100th of one fine troy respect of the Receipts, that includes the ounce of gold on the date of issuance Information Statement Disclosure; and and reduced daily by a management, storage and custodial fee charged by the (c) the Filer maintains a website on which it Filer; posts the Program Website Disclosure.

(c) a daily calculation of the adjusted net “Kevin J. Kelly” asset value of the Receipts; Commissioner Ontario Securities Commission (d) the current trading price of the Receipts; “C. Wesley M. Scott” (e) the historical trading prices of the Commissioner Receipts; Ontario Securities Commission

(f) the daily London pm fix gold price;

(g) the fees associated with the Receipts for the last three years (or period available) and any changes to such fees, for which there will be not less than 90 days' advance notice;

(h) material change reports, being reports of any change in the business, operations or capital of the Filer or, if known by the Filer, the Government of Canada, that would reasonably be expected to have a significant effect of the market price of value of the Receipts; and

(i) any document that it delivers to holders of Receipts.

22. Notice of any increase to the fees associated with the Receipts will also be delivered to the transfer agent and registrar for the Receipts on behalf of the holders of Receipts.

Decision

The Principal Regulator is satisfied that the decision meets the test set out in the Principal Legislation for the Principal Regulator to make the decision.

The Requested Relief

The decision of the Principal Regulator under the Principal Legislation is that the Requested Relief in respect of the Prospectus Requirements, the Continuous Disclosure Requirements, the Auditor Oversight Requirements, the Certification Requirements, the Audit Committee Requirements, the Corporate Governance Disclosure Requirements, the SEDAR Requirements and the SEDI

September 23, 2011 (2011) 34 OSCB 9768

Decisions, Orders and Rulings

2.1.3 Fidelity Investments Canada ULC (a) the Ontario Securities Commission is the principal regulator for this application; and Headnote (b) the Filer has provided notice that Section 4.7 of National Policy 11-203 Process for Exemptive Relief Multilateral Instrument 11-102 – Passport System Applications in Multiple Jurisdictions – Relief granted from (MI 11-102) is intended to be relied upon in multi-layering prohibition in paragraph 2.5(2)(b) of NI 81- respect of the Exemption Sought in British 102 to permit Fidelity managed mutual funds to invest in Columbia, Alberta, Saskatchewan, Manitoba, Fidelity managed underlying mutual funds which in turn Québec, New Brunswick, Prince Edward Island, obtain exposure to Fidelity managed reference funds Nova Scotia, Newfoundland and Labrador, through a forward agreement – Underlying fund and Northwest Territories, Yukon and Nunavut (the reference fund aim to provide exposure to a portfolio of Passport Jurisdictions). fixed-income securities – Three-tier structure is transparent and intended to provide top mutual funds with exposure to Interpretation fixed income on tax efficient basis – National Instrument 81-102 Mutual Funds. Defined terms in the securities legislation of the Jurisdiction or the Passport Jurisdictions, National Instrument 14-101 – Applicable Legislative Provisions Definitions or NI 81-102 have the same meanings in this Decision, unless otherwise defined. National Instrument 81-102 Mutual Funds, ss 2.5(2)(b), 19.1. For purposes of this Decision:

August 24, 2011 “Funds” means Fidelity Monthly Income Class, Fidelity Balanced Income Private Pool, Fidelity Balanced Income IN THE MATTER OF Currency Neutral Private Pool, Fidelity Income Class THE SECURITIES LEGISLATION OF Portfolio, Fidelity Balanced Class Portfolio, Fidelity Global ONTARIO Balanced Class Portfolio and any other mutual fund (other (the Jurisdiction) than the Underlying Funds and Reference Funds) that is, or in the future becomes, managed by Fidelity and which is AND permitted by its investment strategies to seek exposure to fixed income securities through investments in other mutual IN THE MATTER OF funds. THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS “Underlying Funds” means Fidelity Canadian Bond Capital Yield Fund, Fidelity American High Yield Capital AND Yield Fund and any other mutual fund that is, or in the future becomes, managed by Fidelity and which seeks to IN THE MATTER OF provide exposure to a portfolio of fixed income securities by FIDELITY INVESTMENTS CANADA ULC investing primarily in a basket of equity securities issued by (the Filer) Canadian corporations and by entering into one or more specified derivatives (collectively, the “Forward AND Agreement”) with one or more counterparties in order to obtain exposure to a Reference Fund. THE FUNDS (as defined below) “Reference Fund” means Fidelity Canadian Bond Fund, DECISION Fidelity American High Yield Fund and any other mutual fund that is, or in the future becomes, managed by Fidelity Background and that invests in a portfolio of fixed income securities.

The principal regulator in the Jurisdiction has received an Representations application from the Filer on behalf of the Funds for a decision under the securities legislation of the Jurisdiction This Decision is based on the following facts represented of the principal regulator (the Legislation) exempting the by the Filer: Funds from the requirement of paragraph 2.5(2)(b) of National Instrument 81-102 Mutual Funds (NI 81-102) to Filer permit each Fund to invest in securities of one or more Underlying Funds (defined below) (the Exemption 1. The Filer, a corporation continued under the laws Sought). of Alberta and having its head office in Toronto, Ontario, acts as manager of each of the Funds, Under the Process for Exemptive Relief Applications in Underlying Funds and Reference Funds. Multiple Jurisdictions:

September 23, 2011 (2011) 34 OSCB 9769

Decisions, Orders and Rulings

2. The Filer, or an affiliate, acts as portfolio manager information form prepared in accordance to each of the Funds, Underlying Funds and with NI 81-101. Reference Funds. 9. The investment objective of each Underlying Fund 3. The Filer is not in default of the Legislation or the is to provide exposure to a portfolio of fixed securities legislation of any jurisdiction. income securities.

Funds 10. In seeking its investment objective, the Underlying Fund will obtain exposure to a Reference Fund by 4. Each Fund is or will be: investing primarily in a basket of equity securities issued by Canadian corporations and by entering (a) an open-end mutual fund established into one or more Forward Agreements with one or under the laws of Ontario or a class of more counterparties. shares of a corporation incorporated under the laws of the Province of Alberta; 11. The Filer expects that gains derived from the disposition of securities under the Forward (b) a reporting issuer under the securities Agreements will be treated as capital gains and laws of some or all of the provinces and will be distributed to securityholders, including the territories of Canada; Funds, as capital gains for income tax purposes.

(c) governed by the provisions of NI 81-102; 12. All aspects of the Forward Agreement will comply and with the requirements of NI 81-102 relating to the use of specified derivatives by mutual funds. (d) qualified for distribution in some or all provinces and territories of Canada under 13. The Underlying Funds are not in default of the a simplified prospectus and annual Legislation or the securities legislation of any information form prepared in accordance jurisdiction. with National Instrument 81-101 – Mutual Fund Prospectus Disclosure (“NI 81- Reference Funds 101”) and filed with and receipted by the securities regulators in the applicable 14. Each Reference Fund is or will be: jurisdictions. (a) an open-end mutual fund established 5. Each Fund would like the ability to invest in under the laws of Ontario; securities of one or more Underlying Funds from time to time in order to obtain exposure to a (b) a reporting issuer under the securities portfolio of fixed income securities. laws of some or all of the provinces and territories of Canada; 6. Each Fund will only invest in securities of an Underlying Fund if such investment is permitted (c) governed by the provisions of NI 81-102; by, and consistent with, the investment objectives and of that Fund. (d) qualified for distribution in some or all 7. The Funds are not in default of the Legislation or provinces and territories of Canada under the securities legislation of any jurisdiction. a simplified prospectus and annual information form prepared in accordance Underlying Funds with NI 81-101.

8. Each Underlying Fund is or will be: 15. Each Reference Fund invests in a portfolio of fixed income securities. (a) an open-end mutual fund established under the laws of Ontario; 16. The Reference Funds are not in default of the Legislation or the securities legislation of any (b) a reporting issuer under the securities jurisdiction. laws of some or all of the provinces and territories of Canada; Three-Tier Fund Structure

(c) governed by the provisions of NI 81-102; 17. Absent the Exemption Sought, each Fund will be and prohibited from investing in securities of an Underlying Fund since, contrary to subsection (d) qualified for distribution in some or all 2.5(2)(b) of NI 81-102, more than 10% of the net provinces and territories of Canada under assets of the Underlying Fund will be deemed by a simplified prospectus and annual

September 23, 2011 (2011) 34 OSCB 9770

Decisions, Orders and Rulings

subsection 2.5(1)(b) of NI 81-102 to be invested in securities of another mutual fund.

18. It would be burdensome and expensive from an operational and portfolio management perspective for each Fund to obtain exposure to a Reference Fund through specified derivatives because it would require each Fund to negotiate its own set of specified derivative documentation with a counterparty and, on an on-going basis, administer the mechanics of each of its Forward Agreements (ie., buying separate baskets of equity securities, administering monthly rollovers, etc.).

19. It would be more efficient if exposure to a Reference Fund through specified derivatives occurs at the Underlying Fund level since only one set of documentation with a counterparty will be required. In this way, a Fund could alter its exposure to a Reference Fund by simply acquiring or redeeming securities of the Underlying Fund in the ordinary course rather than having to amend specified derivative documentation.

20. Investments by a Fund in securities of an Underlying Fund, and the exposure of that Underlying Fund to the performance of a Reference Fund, will only be made in accordance with the requirements of section 2.5 of NI 81-102 (except as otherwise permitted by the Exemption Sought). There will be no duplication of fees between each tier of the three-tier fund structure.

Decision

The principal regulator is satisfied that the Decision meets the test set out in the Legislation for the principal regulator to make the Decision.

The Decision of the principal regulator under the Legislation is that the Exemption Sought is granted provided that the proposed investments by the Funds in securities of the Underlying Funds are made in compliance with each provision of section 2.5 of NI 81-102, except for paragraph 2.5(2)(b).

“Vera Nunes” Manager, Investment Funds Branch Ontario Securities Commission

September 23, 2011 (2011) 34 OSCB 9771

Decisions, Orders and Rulings

2.1.4 RBC Global Asset Management Inc.

Headnote

National Policy 11-203 – Process for Exemptive Relief Applications in Multiple Jurisdictions – Relief granted from paragraph 4.2(1) of NI 81-102 to permit inter-fund trades between public mutual funds and pooled funds – inter-fund trades will comply with conditions in subsection 6.1(2) of NI 81-107 including IRC approval – relief contemplates both debt securities and mortgages – interfund trades in mortgages must comply with certain provisions of NP 29 and NI 81-102 – mortgages traded must be valued by an independent provider of mortgage valuation services – relief also subject to pricing and transparency conditions.

Applicable Legislative Provisions

National Instrument 31-103 Registration Requirements and Exemptions, ss. 4.2, 15.1. National Instrument 81-107 Independent Review Committee for Investment Funds, ss. 6.1(2), 6.1(4).

September 7, 2011

IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (the Jurisdiction)

AND

IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF RBC GLOBAL ASSET MANAGEMENT INC. (the Filer)

AND

THE FUNDS (as defined below)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) for relief from section 4.2 of National Instrument 81-102 Mutual Funds (the NI 81-102 Self-Dealing Restrictions) to permit the purchase or sale of debt securities and mortgages (each purchase or sale of securities, an Inter-Fund Trade) between Public Funds (as defined below) and Pooled Funds (as defined below) (the Exemption Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission is the principal regulator for this application; and

(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied on in British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Northwest Territories, Nunavut and Yukon (the Non-Principal Jurisdictions).

Interpretation

Defined terms contained in National Instrument 14-101 Definitions and MI 11-102 have the same meaning in this decision unless they are defined in this decision.

September 23, 2011 (2011) 34 OSCB 9772

Decisions, Orders and Rulings

Representations

This decision is based on the following facts represented by the Filer:

1. The Filer is registered under securities legislation in each of the Jurisdiction and the Non-Principal Jurisdictions in the categories of portfolio manager and exempt market dealer and under the Securities Act (Ontario) as an investment fund manager. The Filer is duly organized under the Canada Business Corporations Act and has its head office in Ontario.

2. The Filer or an affiliate of the Filer, is the manager and promoter of mutual funds that are either offered for sale pursuant to a simplified prospectus and annual information form filed in certain provinces and territories of Canada (Public Funds) or offered for sale on a private placement basis pursuant to prospectus exemptions under applicable securities legislation (Pooled Funds and together with the Public Funds, Funds), and the Filer or an affiliate of the Filer will be the manager and promoter of future Funds.

3. The Filer or an affiliate of the Filer is the portfolio manager of the existing Funds, and the Filer expects that the Filer or an affiliate of the Filer will be the portfolio manager of future Funds.

4. RBC Dexia Investor Services Trust is the trustee of certain of the existing Funds. The Filer is the trustee for all other existing Funds, and the Filer expects that either the Filer or RBC Dexia Investor Services Trust will be the trustee for all future Funds.

5. None of the Pooled Funds will be a reporting issuer. Securities of each of the Pooled Funds are or will be qualified for distribution pursuant to exemptions from the prospectus requirement. Each Pooled Fund may be an “associate” of the Filer or RBC Dexia Investor Services Trust as appropriate, in their capacity as trustee of a Fund.

6. The Filer or an affiliate of the Filer, as manager of a Public Fund, has established or will establish an independent review committee (IRC) for each of the Public Funds in accordance with the requirements of NI 81-107 Independent Review Committees for Investment Funds (NI 81-107). The mandate of each IRC includes or will include the review and approval of the transactions covered by the Exemption Sought.

7. An Inter-Fund Trade involving a Public Fund will be referred to the IRC of the Public Fund as contemplated by section 5.2(1) of NI 81-107. The IRC of the Public Fund will not approve such purchase or sale transaction unless it has made the determination set out in section 5.2(2) of NI 81-107.

8. The Filer or an affiliate of the Filer, as manager of a Pooled Fund, does not intend to establish a new IRC for the Pooled Funds. Instead, the mandate of the IRC of the Public Funds will be expanded to include the review and approval of Inter-Fund Trades on behalf of each Pooled Fund. In its review of Inter-Fund Trades on behalf of a Pooled Fund, the IRC will comply with the standard of care set out in section 3.9 of NI 81-107. The IRC will not approve an Inter-Fund Trade on behalf of a Pooled Fund unless the IRC has made the determination set out in section 5.2(2) of NI 81-107.

9. Inter-Fund Trades involving a Fund will be referred to the IRC under subsection 5.2(1) of NI 81-107 and the manager of such Fund will comply with section 5.4 of NI 81-107 in respect of any standing instructions the IRC provides in connection with the Inter-Fund Trade.

10. From time to time, the Filer may wish to transfer individual securities, including debt securities and mortgages (Mortgages), held on behalf of a Fund, to another Fund.

11. The Filer is of the view that where the portfolio securities of the selling Fund are compatible with the investment objectives and strategies of the purchasing Fund, it may be in the best interests of the applicable Funds engage in an Inter-Fund Trade involving the sale portfolio securities from the selling Fund to the purchasing Fund. The Filer will only engage in Inter-Fund Trades between Funds if, in its view, engaging in an Inter-Fund Trade as opposed to similar open-market trades is in the best interests of each of the parties to the trade.

12. Inter-Fund Trades of debt securities will be executed through a registered dealer or otherwise be subject to market integrity requirements as defined in s. 6.1(1) of NI 81-107.

13. Section 4.3(1) of NI 81-102 states that the NI 81-102 Self-Dealing Restrictions do not apply with respect to a purchase or sale of securities if, among other things, the price payable for the security is not more than the ask price as reported by any available public quotation in common use, in the case of a purchase, or not less than the bid price as reported by any available quotation in common use, in the case of a sale.

September 23, 2011 (2011) 34 OSCB 9773

Decisions, Orders and Rulings

14. The Filer is not able to rely on section 4.3(1) of NI 81-102 with respect to transactions in Mortgages because bid and ask prices for mortgages are not reported through any available public quotation in common use.

15. National Policy Statement No. 29 (NP 29) sets out guidelines relating to investments in mortgages by a mutual fund that is subject to NP 29, including with respect to the determination of the net asset value of mortgages, and provides certain protections to investors in such funds.

16. Each mortgage held by Funds managed or advised by Phillips, Hager & North Investment Management, an operating division of the Filer, (the PH&N Funds) is valued and serviced by CMLS Financial Ltd. (CMLS). CMLS is an affiliate of Penmor Mortgage Capital Corporation (Penmor). Penmor is the originator for each of the mortgages held by the PH&N Funds. CMLS and Penmor are not related to the Filer; however, two officers of the Filer serve on Board of Directors of Penmor and CMLS on a voluntary basis. Other than the PH&N Funds, the Funds currently do not hold any mortgages valued by CMLS.

17. CMLS is a mortgage valuator which uses a risk-based system to independently value mortgages for its clients. CMLS’s valuations of the mortgages held by the PH&N Funds have been used by Phillips, Hager & North Investment Management without alteration or adjustment. Accordingly, pursuant to the Exemption Sought, each Mortgage traded between the Funds or between a Fund and a managed account will be valued by CMLS or another independent provider of mortgage valuation services at the price determined in accordance with the provisions of Section III(2)(2.3) of NP 29 and such valuation will be used to interfund trade any such Mortgage without alteration by the Filer.

18. Section 4.3(2) of NI 81-102 states that the NI 81-102 Self-Dealing Restrictions do not apply with respect to a purchase or sale of a class of debt securities by a mutual fund from or to, another mutual fund managed by the same manager or an affiliate of the manager, if, at the time of the transaction, among other things, the mutual fund is purchasing from, or selling to, another mutual fund to which NI 81-107 applies and the transaction complies with section 6.1(2) of NI 81- 107. The Filer is unable to rely on the exemption from section 4.2(1) of NI 81-102 for inter-fund trades in debt securities codified in subsection 4.3(2) of NI 81-102 because the Pooled Funds are not subject to NI 81-107.

19. At the time of an Inter-Fund Trade, the Filer (or its affiliate), as manager of a Public Fund, will have in place policies and procedures applicable to Inter-Fund Trades between Public Funds and Pooled Funds.

20. When a Filer, or an affiliate of a Filer, engages in an Inter-Fund Trade which involves the purchase and sale of securities between a Public Fund and a Pooled Fund it will generally follow the following procedures or other procedures approved by the applicable IRC:

a. the portfolio manager of the Filer or affiliate of the Filer will request the approval of the chief compliance officer of the Filer or affiliate of the Filer or his or her designated alternate, or of another designated individual, to execute a purchase or a sale of a security by a Fund or Managed Account as an Inter-Fund Trade;

b. upon receipt of the required approval, the portfolio manager of the Filer or affiliate of the Filer will either place the trade directly or deliver the trade instructions to a trader on a trading desk of the Filer or affiliate of the Filer;

c. upon receipt of the trade instructions and the required approval, the trader on the trading desk will have the discretion to execute the trade as an Inter-Fund Trade in accordance with the requirements of paragraphs (c) to (g) of subsection 6.1(2) of NI 81-107 provided that, for exchange-traded securities, the Inter-Fund Trade may be executed at the Last Sale Price of the security, determined at the time of the receipt of the required approval prior to the execution of the trade; and

d. the policies applicable to the trading desk of the Filer or affiliate of the Filer will require that all orders are to be executed on a timely basis.

21. Each Inter-Fund Trade will be consistent with the investment objective of the Public Fund.

22. The Filer has determined that it would be in the interests of the Public Funds to receive the Exemption Sought for the following reasons:

• it will result in cost and timing efficiencies in respect of the execution of transactions for the Public Funds; and

• it will result in less complicated and more reliable compliance procedures, as well as simplified and more efficient monitoring thereof, for the Filer, or an affiliate of the Filer, in connection with the execution of transactions on behalf of Public Funds.

September 23, 2011 (2011) 34 OSCB 9774

Decisions, Orders and Rulings

23. A predecessor entity of the Filer, Phillips, Hager & North Investment Management Ltd., was granted an exemption from the NI 81-102 Self-Dealing Restrictions pursuant to a decision dated November 29, 2007 (the Existing Relief), which permits the purchase or sale of debt securities and mortgages between Public Funds and Pooled Funds or Managed Accounts.

24. A predecessor entity of the Filer, RBC Asset Management Inc., was granted an exemption from the application of section 6.1(4) of NI 81-107 to the extent that it requires a purchase or sale of an exchange traded security between one Public Fund and another Public Fund to comply with section 6.1(2)(e) of NI 81- 107 to permit Inter-Fund Trades between one Public Fund and another Public Fund at the Last Sale Price pursuant to a decision dated January 18, 2008 (the Last Sale Price Relief).

25. The Filer was formed through the amalgamation of Phillips, Hager & North Investment Management Ltd., with its affiliate, RBC Asset Management Inc., effective November 1, 2010 (the Amalgamation). Following the Amalgamation, the head office of the Filer is located in Ontario. The Exemption Sought is requested to provide the Filer, as the existing amalgamated entity, with the Exemption Sought going forward in its own capacity.

26. Should the Exemption Sought be granted, neither the Filer, nor any affiliate of the Filer, will rely on the Existing Relief or the Last Sale Price Relief.

27. None of the Filer, or any affiliate of the Filer or the Funds, is in default of any requirements of securities legislation in the Jurisdiction or any Non-Principal Jurisdiction.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that the Exemption Sought is granted provided that:

(a) the Inter-Fund Trade is consistent with the investment objective of the Fund or Managed Account;

(b) the Filer, or an affiliate of the Filer, as manager of a Fund, refers the Inter-Fund Trade involving a Fund to the IRC in the manner contemplated by section 5.1 of NI 81-107 and the manager and the IRC comply with section 5.4 of NI 81-107 in respect of any standing instructions the IRC provides in connection with the Inter- Fund Trade;

(c) the IRC of each Fund has approved the Inter-Fund Trade in respect of the Fund in accordance with subsection 5.2(2) of NI 81-107;

(d) the Inter-Fund Trade of debt securities complies with paragraphs (c) to (g) of subsection 6.1(2) of NI 81-107;

(e) with respect to each Inter-Fund trade of Mortgages:

(i) each Mortgage traded in reliance on the Exemption Sought will comply with Section III (2)(2.1) (b), (c), (e), (f) and (i) of NP 29;

(ii) each Mortgage traded between a Pooled Fund and a NI 81-102 Fund in reliance on the Exemption Sought will be a guaranteed mortgage as defined in NI 81-102;

(iii) each Mortgage traded between a Pooled Fund and a NI 81-102 Fund subject to NP 29 under s. 20.4 of NI 81-102, will comply with Section III(2)(2.1)(g) of NP 29;

(iv) each Mortgage traded between the Funds will be valued by CMLS or another independent provider of mortgage valuation services, at the price determined in accordance with the provisions of Section III (2)(2.3) Arm’s Length Transactions Investor’s Yield of NP 29;

(v) the applicable Fund(s) keeps the written records required by section 6.1(2)(g) of NI 81-107; and

(vi) the applicable Fund(s) receives no consideration and the only cost for the trade is the nominal cost incurred by the Fund(s) to print or otherwise display the trade.

“Darren McKall” Manager, Investment Funds Ontario Securities Commission

September 23, 2011 (2011) 34 OSCB 9775

Decisions, Orders and Rulings

2.1.5 Bellair Ventures Inc. legislation of the Jurisdiction of the principal regulator (the Legislation) for exemptive relief (Exemption Sought) from Headnote the requirements in section 4.10(2)(a)(ii) of National Instrument 51-102 Continuous Disclosure Obligations (NI National Policy 11-203 Process for Exemptive Relief 51-102) and item 5.2 of Form 51-102F3 Material Change Applications in Multiple Jurisdictions – An issuer (a capital Report (51-102F3) to file, in respect of the Acquisition (as pool company) proposes to enter into a reverse take-over defined below), historical audited annual financial transaction with a target company – The proposed statements for Waste Excellence Corporation (WEC) for transaction, if completed, will serve as the issuer’s the years ended December 31, 2008 and December 31, qualifying transaction under Policy 2.4 Capital Pool 2009. Companies of the TSX Venture Exchange (TSXV) – The issuer applied for relief from the requirements in section Under the Process for Exemptive Relief Applications in 4.10(2)(a)(ii) of National Instrument 51-102 Continuous Multiple Jurisdictions (for a passport application): Disclosure Obligations (NI 51-102) and Item 5.2 of Form 51-102F3 Material Change Report to file, in respect of the (a) the Ontario Securities Commission is the principal proposed transaction, historical audited annual financial regulator for this application; and statements of the target company for the years ended December 31, 2008 and December 31, 2009 – Target (b) the Filer has provided notice that section 4.7(1) of company is unable to provide the specified historical Multilateral Instrument 11-102 Passport System is financial statements – Target company has made every intended to be relied upon in British Columbia and reasonable effort to obtain copies of, or reconstruct, the Alberta (collectively with Ontario, the historical accounting records necessary to prepare and Jurisdictions). audit the specified historical financial statements, but such efforts were unsuccessful – Issuer to provide alternative Interpretation financial disclosure of target company in filing statement for qualifying transaction required under TSXV policies, Terms defined in National Instrument 14-101 Definitions including audited financial statements of target company for have the same meaning if used in this decision, unless the year ended June 30, 2011 – Relief granted, subject to otherwise defined. condition that filing statement contains the alternative financial disclosure and that the filing statement is filed on Representations SEDAR following acceptance by TSXV. This decision is based on the following facts represented Applicable Legislative Provisions by the Filer:

National Instrument 51-102 Continuous Disclosure Filer Obligations, s. 4.10(2)(a)(ii). Form 51-102F3 Material Change Report, Item 5.2. 1. The Filer is a capital pool company, as such term is defined in the policies of the TSX Venture September 14, 2011 Exchange Inc. (the Exchange or TSXV), and is incorporated under the Canada Business IN THE MATTER OF Corporations Act. The Filer’s head office is 10 THE SECURITIES LEGISLATION OF Bellair Street, Suite 509, Toronto, Ontario. The ONTARIO Filer’s financial year end is August 31. (THE JURISDICTION) 2. The Filer is a reporting issuer in the Jurisdictions AND and is not in default of securities legislation in any jurisdiction. IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF 3. The common shares of the Filer are listed and APPLICATIONS IN MULTIPLE JURISDICTIONS posted for trading on the NEX branch of the Exchange under the trading symbol “BVI.H”. AND KNR IN THE MATTER OF BELLAIR VENTURES INC. 4. KNR Management Inc. (KNR, and together with its (THE FILER) wholly-owned subsidiaries, the KNR Group) is a corporation incorporated under the Business DECISION Corporations Act (Ontario). KNR’s financial year end is June 30. Background 5. KNR is not a reporting issuer in any jurisdiction of The principal regulator in the Jurisdiction has received an Canada. KNR is not in default of securities application from the Filer for a decision under the securities legislation in any jurisdiction.

September 23, 2011 (2011) 34 OSCB 9776

Decisions, Orders and Rulings

6. KNR's principal business is the operation of a encumbrances. In particular, the Receiver will waste transfer and recycling facility in Vaughan, apply to the Ontario Superior Court of Justice for a Ontario. vesting order to convey the WEC Assets to KNR free and clear of all liens and encumbrances. WEC Financial Statements of WEC 7. WEC is a corporation incorporated under the Business Corporations Act (Ontario). WEC’s 12. By order of the Ontario Superior Court of Justice financial year end is December 31. dated November 10, 2008, the Receiver was appointed to take control of the business and 8. WEC is not a reporting issuer in any jurisdiction of assets of WEC (the Business). A member of the Canada. WEC is not in default of securities KNR Group was subsequently appointed agent of legislation in any jurisdiction. the Receiver to assume control of and reinstate the operation of the Business. For the purposes of Proposed Transaction TSXV Form 3B2 and item 32.1 of Form 41-101F1 Information Required in a Prospectus, WEC is 9. The Filer entered into a transaction agreement considered a predecessor to KNR with respect to dated February 1, 2011 with R. DiBattista the Business. Investments Inc. (the Vendor) and KNR and will enter into agreements with certain employees and 13. Prior to the appointment of the Receiver, there consultants of KNR pursuant to which the Filer will was an acrimonious dispute between the purchase, and the Vendor and such employees shareholders and management of WEC which and consultants will sell, all of the issued and included, among other things, allegations of outstanding common shares of KNR (the misappropriation of funds and lack of adequate Acquisition). A portion of the consideration accounting in respect of the company’s payable by the Filer in respect of the Acquisition operations. The basis of the dispute among includes the retirement of certain loans management and the shareholders led to the outstanding by the Vendor and the assumption, in commencement of litigation between the parties KNR, of certain debt obligations. and was one of the factors which precipitated the application for, and the appointment of, the 10. The Acquisition will be a “reverse takeover” as Receiver. defined in NI 51-102 and will serve as the Filer’s “qualifying transaction” under TSXV Policy 2.4 14. At the time of the appointment of the Receiver, the Capital Pool Companies. In connection with the operations of WEC had been dormant for a qualifying transaction, the Filer will be filing its considerable period of time and there were no filing statement (the Filing Statement) in the form employees or officers of WEC attending at its of Form 3B2 Information Required in a Filing premises at 10525 Keele Street, Vaughan, Statement for a Qualifying Transaction (TSXV Ontario on a permanent basis. Form 3B2) pursuant to the policies of the Exchange. TSXV Form 3B2 requires disclosure of 15. In an attempt to secure the financial information financial statements of the Filer and KNR and books and records of WEC upon its prescribed by National Instrument 41-101 General appointment as receiver, the Receiver made Prospectus Requirements and Form 41-101F1 enquiries of representatives of WEC’s secured Information Required in a Prospectus (Form 41- creditors who had brought the application for the 101F1). In addition to applying to the principal appointment of the Receiver, and of parties to the regulator for the Exemption Sought, the Filer has dispute between the shareholders and also applied to the Exchange for a waiver from the management of WEC. As a result, the Receiver equivalent financial statement requirements in was able to secure certain physical financial and TSXV Form 3B2. accounting records of WEC, including hard copies of certain accounts receivable lists, accounts 11. Immediately prior to and in connection with the payable lists, various government filings, supplier Acquisition, KNR (directly and indirectly through invoices and some limited customer information. the KNR Group) will acquire certain assets of WEC (the WEC Assets), such assets being a 16. In November and December 2008, the Receiver Certificate of Approval issued by the Ministry of requested information from prior management of the Environment (Ontario) bearing No. A 230634 WEC in respect of the existence and location of and certain working capital and other chattels from WEC’s computer systems which might hold its WEC’s court-appointed receiver, SF Partners Inc. general ledgers, financial and accounting records, (the Receiver). Pursuant to the purchase or any additional financial information. The agreement to be entered into by KNR, the Receiver did not receive any additional financial Receiver and certain other parties, the WEC information or computer systems housing general Assets to be purchased by KNR from the Receiver ledgers or financial or accounting records from will be purchased free and clear of all liens and WEC’s prior management.

September 23, 2011 (2011) 34 OSCB 9777

Decisions, Orders and Rulings

17. In September 2010, the Receiver made further Court of Justice in relation to its role as receiver inquiries of WEC’s external accountant who for WEC. The Receiver did not provide any advised the Receiver that their involvement with financial information or reports to the court. WEC prior to its receivership was limited to preparing statutory filings and that the external 21. The Business was recommenced under the accountant did not have any relevant financial or control of a member of the KNR Group as agent accounting records in respect of WEC. for the Receiver in May 2009 and the audited consolidated financial statements of KNR reflect 18. The Receiver was not able to locate any computer the financial results of the Business since such systems with which WEC maintained its date. accounting records or general ledgers on the company’s premises. 22. KNR and the Receiver have made every reasonable effort to obtain copies of, or 19. Following its search of WEC’s premises at 10525 reconstruct, the historical accounting records Keele Street, Vaughan, Ontario, repeated necessary to prepare and audit the financial requests for information from prior management statements of WEC for the fiscal periods prior to and shareholders of WEC, external accountants of May 2009, but such efforts have been WEC and representatives of WEC’s secured unsuccessful. As such, to the extent they may creditors, and its review of the limited accounting exist, neither KNR nor the Receiver is able to records it took possession of upon its appointment access the underlying financial and accounting as Receiver, the Receiver concluded that: records and source documents to be able to prepare financial statements for WEC in (a) WEC’s financial and accounting books accordance with GAAP. and records were incomplete, inaccurate, unreliable and grossly deficient insofar as 23. The inability to prepare the prescribed financial the Receiver was aware that not all statements for WEC for the period prior to May transactions were recorded, various 2009 is outside the Filer's control. source documents were not available, and the records that the Receiver 24. A combination of the following factors render the recovered did not appear to have preparation and delivery of the financial correctly recorded all transactions; statements of WEC for the period prior to May 15, 2009 impossible: (b) payments made to WEC in respect of accounts receivable were not reflected in (a) KNR has been advised by the Receiver the physical documents found on the that historical financial statements for premises; WEC are not available;

(c) WEC’s accounts payable list was (b) the Receiver made every reasonable inaccurate or incomplete; effort to obtain access to, or copies of, the historical financial and accounting (d) WEC engaged in numerous cash records of WEC necessary to prepare transactions which would make it difficult, applicable historical financial statements in not impossible, to determine the but such efforts were unsuccessful as the completeness of revenues; Receiver was unable to locate complete and accurate accounting records at (e) no additional financial or accounting WEC’s premises; and records in respect of WEC existed or could be located; (c) the accounting records available consisted of financial and accounting (f) WEC maintained no computer system to records that were not properly maintain its general ledgers or financial maintained prior to the appointment of or accounting records or that such the Receiver, with evidence that not all computer systems had been removed revenues and expenses were properly from the premises prior to its recorded. appointment as Receiver; and 25. WEC’s historical financial accounts are incomplete (g) WEC maintained no internal controls in and inaccurate and, if full records existed, they respect of its accounting systems to would not be reliable to prepare meaningful or ensure the production of accurate relevant financial statements which could provide financial information. current or future shareholders of the Filer with an accurate representation of the Business prior to 20. The Receiver made one filing on November 10, May 15, 2009. 2010 in the public record on the Ontario Superior

September 23, 2011 (2011) 34 OSCB 9778

Decisions, Orders and Rulings

26. The Filing Statement will disclose the reasons why (b) if the Filing Statement is not filed by the historical audited financial statements of WEC November 29, 2011 (the date that is 60 for the years ended December 31, 2008 and days after the end of the first interim December 31, 2009 are not available. period in KNR’s current financial year), any additional financial statements of Historical Financial Statements KNR required by items 46.1 and 46.2 of TSXV Form 3B2 and items 32.2 and 32.3 27. With respect to reverse takeover transactions, of Form 41-101F1 in respect of any section 4.10(2)(a)(ii) of NI 51-102 and item 5.2 of recently completed interim period or 51-102F3 require that a reporting issuer file, within financial year, as applicable. specified periods, the financial statements as prescribed by the appropriate prospectus form for The KNR Financial Statements will include the the reverse takeover acquirer. The reverse financial results of the operation of the Business. takeover acquirer in respect of the Filer is KNR. 30. The Filer will be relying on the exception 28. The Filer was incorporated on August 22, 2008. contained in item 48.2 of TSXV Form 3B2 and will The Filer will include in the Filing Statement the not be including a pro forma income statement of following financial statements (the Filer Financial the Filer in the Filing Statement. Statements): 31. The Filer Financial Statements and the KNR (a) audited annual financial statements of Financial Statements (collectively, the Proposed the Filer for (i) the period from Financial Disclosure) will contain sufficient incorporation on August 22, 2008 to information to permit investors to make a September 30, 2008, (ii) the 12 months reasoned assessment of the Filer's business ended August 31, 2009 and (iii) the 12 following completion of the Acquisition. months ended August 31, 2010; 32. Following the closing of the Acquisition, the Filer (b) interim financial statements of the Filer will: for the 9 months ended May 31, 2011 (with comparatives); (a) issue and file a news release and file a material change report that disclose the (c) pro forma financial statements of the Filer closing of the Acquisition and refer to the required by item 48 of TSXV Form 3B2, Filing Statement filed on SEDAR at including a pro forma balance sheet as at www.sedar.com, and the date of the Filer’s most recent balance sheet (May 31, 2011) included in (b) file the financial statements for KNR the Filing Statement as if the Acquisition required by section 4.10(2)(a)(i) of NI 51- had taken place at that date; and 102 for all annual and interim periods ending before the date of the Acquisition (d) if the Filing Statement is not filed by and after the date of the financial December 29, 2011 (the date that is 120 statements included in the Filing days after the Filer’s financial year end), Statement. These financial statements any additional or updated financial will include the financial results of the statements of the Filer required by items operation of the Business. 44.1, 44.2 and 48.1 of TSXV Form 3B2 and items 32.2 and 32.3 of Form 41- Decision 101F1 in respect of any recently completed financial year or interim The principal regulator is satisfied that the decision meets period, as applicable. the test set out in the Legislation for the principal regulator to make the decision. 29. The entities in the KNR Group were incorporated on various dates throughout 2009 and 2010. KNR The decision of the principal regulator under the Legislation will include in the Filing Statement the following is that the Exemption Sought is granted provided that: financial statements (the KNR Financial 1. the Filing Statement includes the Statements): Proposed Financial Disclosure; and (a) audited annual consolidated financial 2. the Filing Statement is filed on SEDAR statements of KNR for (i) the period from following acceptance by the Exchange. incorporation of the first entity in the KNR Group on May 15, 2009 to June 30, 2009, (ii) the 12 months ended June 30, 2010, and (iii) the 12 months ended June 30, 2011; and

September 23, 2011 (2011) 34 OSCB 9779

Decisions, Orders and Rulings

“Michael Brown” Assistant Manager, Corporate Finance Ontario Securities Commission

September 23, 2011 (2011) 34 OSCB 9780

Decisions, Orders and Rulings

2.1.6 SQI Diagnostics Inc.

Headnote

Multilateral Instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – Exemption from requirements in subsection 4.11(4), 4.12(1) and 4.12(2)(a) of National Instrument 52- 107 Acceptable Accounting Principles and Auditing Standards (NI 52-107) to reconcile acquisition statements to the issuer’s GAAP and permit the use of ISAs without a reconciliation to Canadian GAAS – The issuer wants relief from the requirement to include a reconciliation to Canadian GAAP in annual financial statements of the acquired business and to have those statements audited in accordance with Canadian or US GAAS – The issuer will prepare pro forma financial statements in accordance with the guidance set out in section 8.7(9) of Companion Policy 51-102CP as it applies to financial years beginning on or after January 1, 2011 for all periods presented.

Applicable Legislative Provisions

National Instrument 52-107 Acceptable Accounting Principles and Auditing Standard, s. 5.1.

lN THE MATTER OF THE SECURlTIES LEGISLATION OF ONTARIO (the Jurisdiction)

AND

IN THE MATTER OF PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

lN THE MATTER OF SQI DIAGNOSTICS INC. (the Filer)

DECISION

Background

The principal regulator in the Jurisdiction (the Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdiction (the Legislation)

(i) that the Canadian GAAP reconciliation requirements under section 4.11(4) of National Instrument 52-107, Acceptable Accounting Principles and Auditing Standards (NI 52-107) do not apply to the final short form base PREP prospectus (Prospectus) and business acquisition report (BAR) financial statements (Acquisition Statements) of a company to be acquired required to be filed by the Filer;

(ii) that the Acquisition Statements may be audited in accordance with International Standards on Auditing (ISA) notwithstanding section 4.12(1) of NI 52-107; and

(iii) that the requirement under section 4.12 (2)(a) of NI 52-107 that the auditor’s report for the Acquisition Statements, if prepared in accordance with ISA, be accompanied by a statement of the auditor describing any material differences in the form and content of the auditor’s report as compared to an auditor’s report prepared in accordance with Canadian GAAS and indicating that an auditor’s report prepared in accordance with Canadian GAAS would express an unmodified opinion does not apply to the Acquisition Statements (the Exemptions Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission is the principal regulator for this application, and

(b) the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia and Alberta.

September 23, 2011 (2011) 34 OSCB 9781

Decisions, Orders and Rulings

Interpretation

Terms defined in National Instrument 14-101 Definitions have the same meaning as is used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts and representations made by the Filer:

1 The predecessor to the Filer was incorporated on September 11, 2003 under the Canada Business Corporations Act and filed articles of amendment to change its name to “SQI Diagnostics Inc.” on April 20, 2007.

2 The Filer’s principal and registered office is located at 36 Meteor Drive, Toronto, ON M9W 1A4.

3 The Filer is a life sciences company that develops and commercializes proprietary technologies and products for advanced microarray diagnostics.

4 The Filer is a reporting issuer in British Columbia, Alberta and Ontario, and is not in default of its reporting issuer obligations in any of those jurisdictions.

5 The Filer’s common shares are listed on the TSX Venture Exchange under the symbol “SQD”.

6 The Filer’s annual financial statements for the years up to and including the financial year ended September 30, 2010 have been prepared in accordance with Canadian GAAP determined with reference to Part V of the Handbook applicable to public enterprises and audited in accordance with Canadian GAAS.

7 The Filer’s annual financial statements for the years commencing on or after January 1, 2011 will be prepared in accordance with IFRS and will be audited in accordance with Canadian GAAS.

8 As disclosed in a press release dated July 4, 2011, and a material change report (as amended) dated July 14, 2011, on July 4, 2011 the Filer entered into an agreement to acquire (the Acquisition) all of the share capital of Scienion AG (Scienion), a German-based microarray manufacturing equipment and microarray print and development services company.

9 The completion of the Acquisition is subject to the satisfaction of certain closing conditions including the closing of a public offering, pursuant to the Prospectus, for gross proceeds of at least $30,000,000.

10 Scienion is a company incorporated under the laws of Germany.

11 Scienion’s auditor is an Ernst and Young member firm in Germany (the Auditor).

12 Scienion has or will have prepared their annual financial statements in accordance with IFRS and has or will have such financial statements audited in accordance with ISA.

13 Since the Acquisition, if completed, will constitute a “significant acquisition” for the Filer within the meaning of section 8.3 of NI 51-102 Continuous Disclosure Obligations (NI 51-102), the Filer is required to include in the Prospectus, pursuant to section 10.2 of Form 44-101F1, and in the BAR, pursuant to section 8.4 of National Instrument 51-102, among other things:

(a) the audited annual financial statements of Scienion for the financial year ended December 31, 2010, with comparative information for the financial year ended December 31, 2009, including an opening balance sheet as at January 1, 2009;

(b) the interim financial statements of Scienion for the interim period ended June 30, 2011 (which, for greater certainty, will not include the comparative financial information for the interim period ended June 30, 2010); and

(i) a balance sheet as at June 30, 2011;

September 23, 2011 (2011) 34 OSCB 9782

Decisions, Orders and Rulings

(ii) pro forma income statements for (i) the year ended September 30, 2010 (the year ended December 31, 2010 for Scienion) and (ii) the nine month period ended June 30, 2011 (the six month period ended June 30, 2011 for Scienion);

(iii) pro forma earnings per share based on the pro forma income statements; and

(iv) notes setting out the underlying assumptions on which the pro forma financials are prepared, cross- referenced to each related pro forma adjustment,

which reflect the completion of the Acquisition as if it had occurred as of October 1, 2009 for the purpose of the pro forma income statements, and as of June 30, 2011 for the purposes of the pro forma balance sheet (the Required Pro Forma Statements).

14 The Required Pro Forma Statements will be prepared in accordance with the guidance in section 8.7(9) of Companion Policy 51-102CP as it applies to financial years beginning on or after January 1, 2011. As part of the preparation of the Required Pro Forma Statements, the Filer will identify accounting policy differences between Canadian GAAP and IFRS that would potentially have a material impact and which could be reasonably estimated and will describe such differences in the notes to the Required Pro Forma Statements in the course of describing the adjustments presented relating to the financial results of Scienion.

15 The Filer will include in the Prospectus and the BAR clear disclosure as to the basis of presentation of the Acquisition Statements and the fact that the Acquisition Statements have been audited in accordance with ISA.

16 The CSA have amended NI 52-107 to permit acquisition statements to be audited in accordance with ISA, regardless of whether or not the issuer is a “foreign issuer” for financial statements relating to financial years beginning on or after January 1, 2011, with no requirement to include with such acquisition statements a statement by the auditor that:

(a) describes any material differences in the form and content of the auditor’s report prepared in accordance with ISA as compared to an auditor’s report prepared in accordance with Canadian GAAS, and

(b) indicates that the auditor’s report prepared in accordance with Canadian GAAS would express an unmodified opinion.

17 Paragraph 20 of Part 1 of the Assurance Handbook of the Canadian Institute of Chartered Accountants provides that the ISA have been adopted as Canadian Auditing Standards for audits of financial statements for periods ending on or after December 14, 2010.

Decision

The Decision Maker is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.

The decision of the Decision Maker under the Legislation is that the Exemption Sought is granted provided that:

(a) the Filer includes in the Prospectus and the BAR Acquisition Statements for Scienion for the years ended December 31, 2010 and 2009 that are prepared in accordance with IFRS and are audited in accordance with ISA;

(b) the Required Pro Forma Statements are prepared in accordance with the guidance in section 8.7(9) of Companion Policy 51-102CP as it applies to financial years beginning on or after January 1, 2011. As part of the preparation of the Required Pro Forma Statements, the Filer will identify accounting policy differences between Canadian GAAP and IFRS that would potentially have a material impact and which could be reasonably estimated and will describe such differences in the notes to the Required Pro Forma Statements in the course of describing the adjustments presented relating to the financial results of Scienion; and

(c) the Prospectus otherwise complies with the requirements of Form 44-101F1 and the BAR otherwise complies with the requirements of Form 51-102F4.

DATED at Toronto, this 16 day of September 2011

“Cameron McInnis” Chief Accountant Ontario Securities Commission

September 23, 2011 (2011) 34 OSCB 9783

Decisions, Orders and Rulings

2.1.7 Bridgewater Systems Corporation – s. 1(10) “Jo-Anne Matear” Assistant Manager, Corporate Finance Headnote Ontario Securities Commission

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – application for an order that the issuer is not a reporting issuer.

Ontario Statutes

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10).

September 19, 2011

Bridgewater Systems Corporation 303 Terry Fox Drive, Suite 500 Ottawa, Ontario K2K 3J1

Dear Sirs/Mesdames:

Re: Application for a decision that Bridgewater Systems Corporation (the “Applicant”) is not a reporting issuer under the securities legislation of Ontario, Québec, Alberta, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Nunavut, Northwest Territories and Yukon (the “Jurisdictions”)

The Applicant has applied to the local securities regulatory authority or regulator (the “Decision Maker”) in each of the Jurisdictions for a decision under the securities legislation (the “Legislation”) of the Jurisdictions that the Applicant is not a reporting issuer.

As the Applicant has represented to the Decision Maker that:

(a) the outstanding securities of the Applicant, including debt securities, are beneficially owned, directly or indirectly, by fewer 15 security holders in each of the jurisdictions in Canada and fewer than 51 security holders in total in Canada;

(b) no securities of the Applicant are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operations;

(c) the Applicant is applying for a decision that it is not a reporting issuer in all of the jurisdictions in Canada in which it is currently a reporting issuer; and

(d) the Applicant is not in default of any of its obligations under the Legislation as a reporting issuer; each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the decision has been met and orders that the Applicant is not a reporting issuer.

September 23, 2011 (2011) 34 OSCB 9784

Decisions, Orders and Rulings

2.1.8 RBC Global Asset Management Inc. Requirements and Exemptions (the 31-103 Self-Dealing Restrictions) against an a registered adviser knowingly Headnote causing an investment portfolio managed by it, including an investment fund for which it acts as adviser, to purchase or National Policy 11-203 – Process for Exemptive Relief sell securities of any issuer from or to the investment Applications in Multiple Jurisdictions – Relief granted from portfolio of an associate of a responsible person or an paragraph 13.5(2)(b) of NI 31-103 to permit inter-fund investment fund for which a responsible person acts as an trades between public mutual funds, pooled funds and adviser, managed accounts – inter-fund trades will comply with conditions in subsection 6.1(2) of NI 81-107 including IRC (a) to permit the following purchases and sales (each approval or client consent – trades involving exchange- purchase or sale, an Inter-Fund Trade): traded securities are permitted to occur at last sale price as defined in the Universal Market Integrity Rules – interfund (i) an existing mutual fund or future mutual trades in mortgages must comply with certain provisions of fund to which National Instrument 81-102 NP 29 and NI 81-102 – mortgages traded must be valued Mutual Funds (NI 81-102) applies of by an independent provider of mortgage valuation services which the Filer, or an affiliate of the Filer, – relief also subject to pricing and transparency conditions is the registered adviser (each, an NI 81- – exemption also granted from conflict of interest trading 102 Fund and collectively, the NI 81-102 prohibition in paragraph 13.5(2)(b) of NI 31-103 to permit Funds), to enter into Inter-Fund Trades in-specie subscriptions and redemptions by separately of securities with another NI 81-102 managed accounts, public mutual funds and pooled funds. Fund, an existing mutual fund or future mutual fund to which NI 81-102 does not Applicable Legislative Provisions apply of which the Filer, or an affiliate of the Filer, is the registered adviser (each, National Instrument 31-103 Registration Requirements and a Pooled Fund and, collectively, the Exemptions, ss. 13.5(2)(b), 15.1. Pooled Funds) or a fully managed National Instrument 81-107 Independent Review account managed by the Filer or an Committee for Investment Funds, ss. 6.1(2), affiliate of the Filer for a client that is not 6.1(4). a responsible person (each, a Managed Account and, collectively, the Managed September 7, 2011 Accounts);

IN THE MATTER OF (ii) a Pooled Fund to enter into Inter-Fund THE SECURITIES LEGISLATION OF Trades of securities with another Pooled ONTARIO Fund, an NI 81-102 Fund or a Managed (the Jurisdiction) Account;

AND (iii) a Managed Account to enter into Inter- Fund Trades of securities with an NI 81- IN THE MATTER OF 102 Fund or a Pooled Fund; and THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS (iv) where the transactions listed in (i) to (iii) involve exchange-traded securities AND (which term shall include Canadian and foreign exchange-traded securities), the IN THE MATTER OF transactions are permitted to be executed RBC GLOBAL ASSET MANAGEMENT INC. at the last sale price, as defined in the (the Filer) Universal Market Integrity Rules of the Investment Industry Regulatory AND Organization of Canada, prior to the execution of the trade (the Last Sale THE FUNDS Price) in lieu of the closing sale price (as defined below) contemplated by the definition of "current market price of the security" in DECISION subparagraph 6.1(1)(a)(i) of National Instrument 81-107 Independent Review Background Committee for Investment Funds (NI 81- 107) on that trading day (the Closing The principal regulator in the Jurisdiction has received an Sale Price); and application from the Filer for a decision under the securities legislation of the Jurisdiction of the principal regulator (the (b) to permit the following purchases and redemptions Legislation) for relief from the prohibition in section (each purchase and redemption, an In-Specie 13.5(2)(b) of National Instrument 31-103 Registration Transaction):

September 23, 2011 (2011) 34 OSCB 9785

Decisions, Orders and Rulings

(i) the purchase by a Managed Account of and exempt market dealer and under the securities of an NI 81-102 Fund or Securities Act (Ontario) as an investment fund Pooled Fund, and the redemption of manager. The Filer is duly organized under the securities held by a Managed Account in Canada Business Corporations Act and has its an NI 81-102 Fund or Pooled Fund, and head office in Ontario. as payment: 2. The Filer or an affiliate of the Filer is the manager (A) for such purchase, in whole or in and promoter of mutual funds that are either part, by the Managed Account offered for sale pursuant to a simplified making good delivery of portfolio prospectus and annual information form filed in securities to the NI 81-102 Fund certain provinces and territories of Canada or Pooled Fund; and (defined above as NI 81-102 Funds) or offered for sale on a private placement basis pursuant to (B) for such redemption, in whole or prospectus exemptions under applicable in part, by the NI 81-102 Fund securities legislation (defined above as Pooled or Pooled Fund making good Funds and together with the NI 81-102 Funds, the delivery of portfolio securities to Funds), and the Filer or an affiliate of the Filer will the Managed Account; and be the manager and promoter of future Funds.

(ii) the purchase by an NI 81-102 Fund or 3. None of the Pooled Funds will be a reporting Pooled Fund of securities of another NI issuer. Securities of each of the Pooled Funds 81-102 Fund or Pooled Fund and the are or will be qualified for distribution pursuant to redemption of securities held by an NI exemptions from the prospectus requirement. 81-102 Fund or Pooled Fund in another NI 81-102 Fund or Pooled Fund, and as 4. The Filer or an affiliate of the Filer is the portfolio payment for such purchase or manager of the existing Funds, and the Filer redemption, in whole or in part, by expects that the Filer or an affiliate of the Filer will making good delivery of portfolio be the portfolio manager of future Funds. securities that meet the investment criteria of that NI 81-102 Fund or Pooled 5. RBC Dexia Investor Services Trust is the trustee Fund, of certain of the existing Funds. The Filer is the trustee for all other existing Funds, and the Filer (collectively, the Exemption Sought). expects that either the Filer or RBC Dexia Investor Services Trust will be the trustee for all future Under the Process for Exemptive Relief Applications in Funds. RBC Dexia Investor Services Trust is a Multiple Jurisdictions (for a passport application): joint venture equally owned by Royal Bank of Canada, the parent entity of the Filer, and Dexia (a) the Ontario Securities Commission is the principal Banque Internationale a Luxembourg. regulator for this application; and Accordingly, a Fund may be an associate of the Filer or RBC Dexia Investor Services as (b) the Filer has provided notice that section 4.7(1) of appropriate, in their capacity as trustee of the Multilateral Instrument 11-102 Passport System Funds. (MI 11-102) is intended to be relied on in British Columbia, Alberta, Saskatchewan, Manitoba, 6. The Filer or an affiliate of the Filer may be the Quebec, New Brunswick, Nova Scotia, Prince portfolio manager for Managed Accounts of the Edward Island, Newfoundland and Labrador, Filer or an affiliate of the Filer. Northwest Territories, Nunavut and Yukon (the Non-Principal Jurisdictions). 7. The Filer or an affiliate of a Filer that is registered as a portfolio manager offers discretionary Interpretation portfolio management services to clients (Clients) seeking wealth management or related services Defined terms contained in National Instrument 14-101 under a written agreement (Discretionary Definitions and MI 11-102 have the same meaning in this Management Agreement) in connection with the decision unless they are defined in this decision. Managed Account of the Client with the Filer or an affiliate of the Filer. Representations Inter-Fund Trades This decision is based on the following facts represented by the Filer: 8. The Filer wishes to be able to enter into Inter- Fund Trades of portfolio securities, including 1. The Filer is registered under securities legislation mortgages (Mortgages), between: in each of the Jurisdiction and the Non-Principal Jurisdictions in the categories of portfolio manager

September 23, 2011 (2011) 34 OSCB 9786

Decisions, Orders and Rulings

a. an NI 81-102 Fund and another 15. When a Filer, or an affiliate of a Filer, engages in NI 81 102 Fund, a Pooled Fund an Inter-Fund Trade which involves the purchase or a Managed Account; and sale of securities between Funds or between a Fund and a Managed Account, it will generally b. a Pooled Fund and another follow the following procedures or other Pooled Fund, an NI 81-102 procedures approved by the applicable IRC: Fund or a Managed Account; and a. the portfolio manager of the Filer or affiliate of the Filer will request the c. a Managed Account and a approval of the chief compliance officer Pooled Fund or an NI 81-102 of the Filer or affiliate of the Filer or his or Fund. her designated alternate, or of another designated individual, to execute a 9. The Filer or an affiliate of the Filer, as manager of purchase or a sale of a security by a an NI 81-102 Fund, has established or will Fund or Managed Account as an Inter- establish an independent review committee (IRC) Fund Trade; for each of the NI 81-102 Funds in accordance with the requirements of NI 81-107. The mandate b. upon receipt of the required approval, the of each IRC includes or will include the review and portfolio manager of the Filer or affiliate approval of the transactions covered by the of the Filer will either place the trade Exemption Sought. directly or deliver the trade instructions to a trader on a trading desk of the Filer or 10. An Inter-Fund Trade involving an NI 81-102 will be affiliate of the Filer; referred to the IRC of the NI 81-102 Fund as contemplated by section 5.2(1) of NI 81-107. The c. upon receipt of the trade instructions and IRC of the NI 81-102 Fund will not approve such the required approval, the trader on the purchase or sale transaction unless it has made trading desk will have the discretion to the determination set out in section 5.2(2) of NI execute the trade as an Inter-Fund Trade 81-107. in accordance with the requirements of paragraphs (c) to (g) of subsection 6.1(2) 11. The Filer or an affiliate of the Filer, as manager of of NI 81-107 provided that, for exchange- a Pooled Fund, does not intend to establish a new traded securities, the Inter-Fund Trade IRC for the Pooled Funds. Instead, the mandate may be executed at the Last Sale Price of the IRC of the NI 81-102 Funds will be of the security, determined at the time of expanded to include the review and approval of the receipt of the required approval prior Inter-Fund Trades on behalf of each Pooled Fund. to the execution of the trade; and In its review of Inter-Fund Trades on behalf of a Pooled Fund, the IRC will comply with the d. the policies applicable to the trading desk standard of care set out in section 3.9 of NI 81- of the Filer or affiliate of the Filer will 107. The IRC will not approve an Inter-Fund require that all orders are to be executed Trade on behalf of a Pooled Fund unless the IRC on a timely basis. has made the determination set out in section 5.2(2) of NI 81-107. 16. The Filer cannot rely on the exemption from the Trading Prohibition in subsection 6.1(4) of NI 81- 12. Inter-Fund Trades involving a Fund will be referred 107 unless the parties to the Inter-Fund Trade are to the IRC under subsection 5.2(1) of NI 81-107 both reporting issuers and the Inter-Fund Trade and the manager of such Fund will comply with occurs at the current market price which, in the section 5.4 of NI 81-107 in respect of any standing case of exchange-traded securities, includes the instructions the IRC provides in connection with Closing Sale Price but not the Last Sale Price. the Inter-Fund Trade. 17. The Filer has determined that it would be in the 13. The Discretionary Management Agreement or interests of the Funds and the Managed Accounts other documentation in respect of a Managed to receive the Exemption Sought. Account will contain the authorization of the Client for the Filer (or its affiliate) on behalf of the 18. Inter-Fund Trades in securities other than Managed Account to engage in Inter-Fund Trades Mortgages, will be executed through a registered with the Funds. dealer or otherwise be subject to market integrity requirements. 14. At the time of an Inter-Fund Trade, the Filer (or its affiliate) will have in place policies and procedures 19. National Policy Statement No. 29 (NP 29) sets out applicable to Inter-Fund Trades between Funds or guidelines relating to investments in mortgages by between Funds and Managed Accounts. a mutual fund that is subject to NP 29, including with respect to the determination of the net asset

September 23, 2011 (2011) 34 OSCB 9787

Decisions, Orders and Rulings

value of mortgages, and provides certain 24. A predecessor entity of the Filer, RBC Asset protections to investors in such funds. Management Inc., was granted an exemption from the application of section 6.1(4) of NI 81-107 to 20. Each mortgage held by Funds managed or the extent that it requires a purchase or sale of an advised by Phillips, Hager & North Investment exchange traded security between one NI 81-102 Management, an operating division of the Filer, Fund and another NI 81-102 Fund to comply with (the PH&N Funds) is valued and serviced by section 6.1(2)(e) of NI 81-107 to permit Inter-Fund CMLS Financial Ltd. (CMLS). CMLS is an affiliate Trades between one NI 81-102 Fund and another of Penmor Mortgage Capital Corporation NI 81-102 Fund at the Last Sale Price pursuant to (Penmor). Penmor is the originator for each of a decision of the Ontario Securities Commission the mortgages held by the PH&N Funds. CMLS and the securities regulators of Canada on and Penmor are not related to the Filer; however, January 18, 2008 (the Last Sale Price Relief). two officers of the Filer serve on Board of Directors of Penmor and CMLS on a voluntary 25. The Filer now requests the Exemption Sought to basis. Other than the PH&N Funds, the Funds specifically contemplate In-Specie Transactions currently do not hold any mortgages valued by and Inter-Fund Trades between a Fund and a CMLS. discretionary account of the Filer or of an affiliate of the Filer, that is managed by the Filer or an 21. CMLS is a mortgage valuator which uses a risk-based affiliate of the Filer, for a client that is not a system to independently value mortgages for its responsible person. clients. CMLS’s valuations of the mortgages held by the PH&N Funds have been used by Phillips, 26. The Existing Relief was granted only in British Hager & North Investment Management without Columbia and Alberta given the applicable facts alteration or adjustment. Accordingly, pursuant to and legislation at the time which made the relief the Exemption Sought, each Mortgage traded not required in other provinces and territories of between the Funds or between a Fund and a Canada. managed account will be valued by CMLS or another independent provider of mortgage 27. The Filer was formed through the amalgamation of valuation services at the price determined in Phillips, Hager & North Investment Management accordance with the provisions of Section Ltd., with its affiliate, RBC Asset Management III(2)(2.3) of NP 29 and such valuation will be Inc., effective November 1, 2010 (the used to interfund trade any such Mortgage without Amalgamation). Following the Amalgamation, alteration by the Filer. the head office of the Filer is located in Ontario. As a result of the change in office from British Prior Relief to permit Inter-Fund Trades Columbia, the location of the head office of the predecessor entity, Phillips, Hager & North 22. A predecessor entity of the Filer, Phillips, Hager & Investment Management Ltd., to Ontario, certain North Investment Management Ltd., was granted Inter-Fund Trades may be considered to occur in an exemption from the self-dealing restrictions the Jurisdiction. In addition, the investment contained in the legislation of the Jurisdiction and decision making structure for the Filer may involve the Non-Principal Jurisdictions (the Securities Act certain Inter-Fund Trades occurring in each of the Self-Dealing Restrictions), which restrictions are Non-Principal Jurisdictions. substantially equivalent to the 31-103 Self-Dealing Restrictions, pursuant to a decision dated 28. Should the Exemption Sought be granted, neither November 23, 2007 (the Existing Relief), to the Filer, nor any affiliate of the Filer, will rely on permit the Filer to cause the Funds and Managed the Existing Relief. Accounts to engage in Inter-Fund Trades. 29. None of the Filer, or any affiliate of the Filer or the 23. The Filer has been relying on the Existing Relief Funds, is in default of any requirements of following the repeal of section 127(1)(b) of the securities legislation in the Jurisdiction or any Securities Act (British Columbia) and the Non-Principal Jurisdiction. implementation of NI 31-103 on the basis of section 16.12 of NI 31-103, which provides that a In-Specie Transactions person or company that was entitled to rely on an exemption, waiver or approval granted to it by a 30. Investments in individual securities may at certain regulator or securities regulatory authority relating times not be appropriate in certain circumstances to a requirement under securities legislation or for Clients of the Filer or an affiliate of the Filer. securities directions existing immediately before Consequently, the Filer may, where authorized NI 31-103 came into force is exempt from any under the Discretionary Management Agreement, substantially similar provision of NI 31-103 to the from time to time invest Client assets in securities same extent and on the same conditions, if any, of any one or more of the Funds in order to give as contained in the exemption, waiver or approval. its Clients the benefit of asset diversification and economies of scale regarding minimum

September 23, 2011 (2011) 34 OSCB 9788

Decisions, Orders and Rulings

commission charges on portfolio trades, and calculate the net asset value for the purpose of generally to facilitate portfolio management. the issue price or redemption price of Fund Securities. 31. The Filer also wishes to be able to enter into transactions that permit payment, in whole or in 37. Since the Filer or its affiliate, is or will be the part, for units or shares of a Fund (Fund portfolio manager of the Managed Accounts Securities) purchased by a Managed Account to and/or the Funds, the Filer or its affiliate would be be made by making good delivery of portfolio considered a “responsible person” within the securities held by such Managed Account to a meaning of NI 31-103. Fund, provided those portfolio securities meet the investment criteria of the Fund. 38. Prior to entering into an In-Specie Transaction involving a Fund and/or Managed Account, the 32. Similarly, following a redemption of Fund proposed transaction will be reviewed to Securities by a Managed Account, the Filer wishes determine that the transaction represents the to be able to enter into transactions that permit business judgment of the Filer (or its affiliate), payment, in whole or in part, of redemption uninfluenced by considerations other than the best proceeds to be satisfied by making good delivery interests of the Fund and/or Managed Account. of portfolio securities held in the investment portfolio of a Fund to such Managed Account, Decision provided those portfolio securities meet the investment criteria of the Managed Account. The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator 33. The Filer anticipates that such In-Specie to make the decision. Transactions will typically occur following a redemption of Fund Securities where a Managed The decision of the principal regulator under the Legislation Account invested in such Fund has experienced a is that the Exemption Sought is granted provided that: change in circumstances which results in the Managed Account being an ideal candidate for Inter-Fund Trades: direct holdings of individual portfolio securities rather than Fund Securities, or vice versa. 1. the Inter-Fund Trade is consistent with the investment objective of the Fund or Managed 34. In addition, the Filer wishes to be able to enter into Account; In-Specie Transactions for purchases and redemptions of Fund Securities between two 2. the Filer, or an affiliate of the Filer, as manager of Funds. This will occur where, as part of its a Fund, refers the Inter-Fund Trade involving a portfolio management, a Fund wishes to obtain Fund to the IRC in the manner contemplated by exposure to certain investments or category of section 5.1 of NI 81-107 and the manager and the asset classes invested in by a second Fund by IRC comply with section 5.4 of NI 81-107 in investing in Fund Securities of that second Fund. respect of any standing instructions the IRC The Filer wishes to be able to enter into provides in connection with the Inter-Fund Trade; transactions that permit payment, in whole or in part, for the Fund Securities to be made by 3. the IRC of each Fund has approved the Inter- making good delivery of portfolio securities held Fund Trade in accordance with the terms of by the Fund to the second Fund in which it seeks subsection 5.2(2) of NI 81-107; to invest. Similarly, following a redemption of Fund Securities, the Filer wishes to be able to 4. in the case of an Inter-Fund Trade between Funds enter into transactions that permit payment, in in securities other than Mortgages, the Inter-Fund whole or in part, of the redemption proceeds to be Trade complies with paragraphs (c) to (g) of satisfied by making good delivery of portfolio subsection 6.1(2) of NI 81-107, except that for securities held in the investment portfolio of the purposes of paragraph (e) of subsection 6.1(2) in Fund being redeemed, provided those portfolio respect of exchange-traded securities, the current securities meet the investment criteria of the Fund market price of the security may be the Last Sale accepting those portfolio securities. Price;

35. Each Discretionary Management Agreement or 5. in the case of an Inter-Fund Trade between a other documentation will contain the authorization Fund and a Managed Account: of the Client for the Filer (or its affiliate) to engage in In-Specie Transactions on behalf of the (a) the Discretionary Management Managed Account. Agreement or other documentation in respect of the Managed Account 36. The Filer (or its affiliate) will value portfolio authorizes the Inter-Fund Trade; and securities under an In-Specie Transaction using the same values to be used on that day to

September 23, 2011 (2011) 34 OSCB 9789

Decisions, Orders and Rulings

(b) where the Inter-Fund Trade involves NI 81-107 for any standing instructions securities other than Mortgages, the the applicable IRC provides in connection Inter-Fund Trade complies with with the transaction; paragraphs (c) to (g) of subsection 6.1(2) of NI 81-107, except that for purposes of (c) the Filer (or its affiliate) obtains the prior paragraph (e) of subsection 6.1(2) in written consent of the Client of the respect of exchange-traded securities, Managed Account before it engages in the current market price of the security any In-Specie Transaction; may be the Last Sale Price; (d) the Fund would, at the time of payment, 6. with respect to each Inter-Fund Trade of be permitted to purchase the securities; Mortgages: (e) the securities are acceptable to the Filer (a) each Mortgage traded in reliance on the (or its affiliate) as portfolio manager of Exemption Sought will comply with the Fund and consistent with the Fund’s Section III (2)(2.1) (b), (c), (e), (f) and (i) investment objective; of NP 29; (f) the value of the securities is at least (b) each Mortgage traded between a Pooled equal to the issue price of the Fund Fund or a Managed Account and a NI Securities of the Fund for which they are 81-102 Fund in reliance on the used as payment, valued as if the Exemption Sought will be a guaranteed securities were portfolio assets of that mortgage as defined in NI 81-102; Fund;

(c) each Mortgage traded between a Pooled (g) the account statement next prepared for Fund or a Managed Account and a NI the Managed Account describes the 81-102 Fund subject to NP 29 under s. securities delivered to the Fund and the 20.4 of NI 81-102, will comply with value assigned to such securities; and Section III(2)(2.1)(g) of NP 29; and (h) the Fund will keep written records of (d) each Mortgage traded between the each In-Specie Transaction in a financial Funds or between Fund and a Managed year of the Fund, reflecting details of the Account will be valued by CMLS or securities delivered to the Fund and the another independent provider of value assigned to such securities, for five mortgage valuation services, at the price years after the end of the financial year, determined in accordance with the the most recent two years in a provisions of Section III (2)(2.3) Arm’s reasonably accessible place; Length Transactions Investor’s Yield of NP 29; 10. in connection with an In-Specie Transaction where a Managed Account redeems Fund Securities: 7. the applicable Fund(s) keeps the written records required by section 6.1(2)(g) of NI 81-107; and (a) if the transaction involves the redemption of Fund Securities of an NI 81-102 Fund 8. the applicable Fund(s) receives no consideration by a Managed Account, the applicable and the only cost for the trade is the nominal cost IRC of the NI 81-102 Fund has approved incurred by the Fund(s) to print or otherwise the In Specie Transaction on behalf of display the trade; the NI 81-102 Fund in accordance with the terms of section 5.2(2) of NI 81-107; In-Specie Transactions: (b) the Filer (or affiliate of the Filer) and the 9. in connection with an In-Specie Transaction where applicable IRC comply with section 5.4 of a Managed Account acquires Fund Securities: NI 81-107 for any standing instructions the applicable IRC provides in connection (a) if the transaction involves the purchase of with the transaction; Fund Securities of an NI 81-102 Fund by the Managed Account, the IRC of the NI (c) the Filer (or its affiliate) obtains the prior 81-102 Fund has approved the In Specie written consent of the Client of the Transaction on behalf of the NI 81-102 Managed Account before it engages in Fund in accordance with the terms of an In-Specie Transaction and such section 5.2(2) of NI 81-107; consent has not been revoked;

(b) the Filer (or affiliate of the Filer) and the (d) the securities are acceptable to the Filer applicable IRC comply with section 5.4 of (or its affiliate) as portfolio manager of

September 23, 2011 (2011) 34 OSCB 9790

Decisions, Orders and Rulings

the Managed Account and consistent 12. in connection with an In-Specie Transaction where with the Managed Account’s investment a Fund redeems Fund Securities: objective; (a) if the transaction involves the redemption (e) the value of the securities is equal to the of Fund Securities of an NI 81-102 Fund, amount at which those securities were the applicable IRC of the NI 81-102 Fund valued in calculating the net asset value has approved the In-Specie Transaction per Fund Security used to establish the on behalf of the NI 81-102 Fund in redemption price; accordance with the terms of section 5.2(2) of NI 81-107; (f) the account statement next prepared for the Managed Account describes the (b) the Filer (or affiliate of the Filer) and the securities delivered to the Managed applicable IRC comply with section 5.4 of Account and the value assigned to such NI 81-107 for any standing instructions securities; and the applicable IRC provides in connection with the transaction; (g) the Fund will keep written records of each In-Specie Transaction in a financial (c) the securities are acceptable to the Filer year of the Fund, reflecting details of the (or its affiliate) as portfolio manager of securities delivered by the Fund and the the Fund and consistent with the Fund’s value assigned to such securities, for five investment objective; years after the end of the financial year, the most recent two years in a (d) the value of the securities is equal to the reasonably accessible place; amount at which those securities were valued in calculating the net asset value 11. in connection with an In-Specie Transaction where per security used to establish the a Fund purchases Fund Securities: redemption price; and

(a) if the transaction involves the redemption (e) the Fund will keep written records of of Fund Securities of an NI 81-102 Fund, each In-Specie Transaction in a financial the applicable IRC of the NI 81-102 Fund year of the Fund, reflecting details of the has approved the In Specie Transaction securities delivered by the Fund and the on behalf of the NI 81-102 Fund in value assigned to such securities, for five accordance with the terms of section years after the end of the financial year, 5.2(2) of NI 81-107; the most recent two years in a reasonably accessible place; and (b) the Filer (or affiliate of the Filer) and the applicable IRC comply with section 5.4 of 13. the Filer does not receive any compensation in NI 81-107 for any standing instructions respect of any In-Specie Transaction and, in the applicable IRC provides in connection respect of any delivery of securities further to an with the transaction; In-Specie Transaction, the only charges paid by the Managed Account or the applicable Fund is (c) the Fund would, at the time of payment, the commission charged by the dealer executing be permitted to purchase the securities; the trade (if any) and/or any administrative charges levied by the custodian. (d) the securities are acceptable to the Filer (or its affiliate) as portfolio manager of “Darren McKall” the Fund and consistent with such Fund’s Manager, Investment Funds investment objective; Ontario Securities Commission

(e) the value of the securities is equal to the issue price of the Fund Securities of the Fund, valued as if the securities were portfolio assets of that Fund; and

(f) the Fund will keep written records of each In-Specie Transaction in a financial year of the Fund, reflecting details of the securities delivered to the Fund and the value assigned to such securities, for five years after the end of the financial year, the most recent two years in a reasonably accessible place;

September 23, 2011 (2011) 34 OSCB 9791

Decisions, Orders and Rulings

2.1.9 CIBC Asset Management Inc. BACKGROUND

Headnote The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities National Policy 11-203 Process for Exemptive Relief legislation of the Jurisdiction of the principal regulator (the Applications in Multiple Jurisdictions – Exemption from the Legislation) for an exemption from section 4.2 of National self-dealing prohibition in section 4.2 of NI 81-102 to permit Instrument 81-102 Mutual Funds (NI 81-102) pursuant to a fund to engage in forward contracts with a related section 19.1 of NI 81-102 (the Exemption Sought), in counterparty on a limited basis – Fund achieves its order for the Renaissance Corporate Bond Capital Yield objective of providing tax-efficient returns by investing in Fund (the Fund) managed by the Filer to enter into forward equity securities of Canadian public issuers and entering contracts (the Forward Contracts) with Canadian Imperial into forward contracts with one or more counterparties Bank of Commerce or an affiliate thereof (CIBC). under which the fund forward-sells the Canadian equity securities for a price determined with reference to the INTERPRETATION performance of an underlying fund – Large size achieved by the fund requires diversification of counterparty risk – Defined terms contained in National Instrument 14-101 Current counterparty is quickly reaching current capacity Definitions and MI 11-102 have the same meaning in this for the fund and will cap the size of the forward contracts decision unless otherwise defined. when the capacity is reached – Only two financial institutions, one of which is an affiliate of the manager of REPRESENTATIONS the fund, are currently available to act as counterparty under the monthly rolling forward structure of the fund – This decision is based on the following facts represented Terms offered by related counterparty are currently more by the Filer: favourable than those of arm’s length counterparties – Relief granted to permit the Fund to enter into forward The Filer contracts with the related counterparty subject to certain conditions including, the requirement to obtain the approval 1. The Filer is a corporation organized under the of the fund’s IRC, a limit on the mark-to-market value of the laws of Canada and is registered as a portfolio exposure of the fund under the forward contracts with the manager, investment fund manager and related counterparty of no more than 33 1/3% of the net commodity trading manager in all provinces and asset value of the Fund, and a requirement that the pricing territories of Canada. and terms offered by the related counterparty be at least as favourable as the pricing and terms offered by arm’s length 2. The Filer is the investment fund manager, portfolio counterparties – National Instrument 81-102 Mutual Funds. manager and trustee of the Fund and of the Underlying Fund (defined below). Applicable Legislative Provisions 3. The Filer is a wholly-owned subsidiary of CIBC. National Instrument 81-102 Mutual Funds, ss. 4.2, 19.1. 4. CIBC is a Schedule I bank under the Bank Act August 31, 2011 (Canada).

IN THE MATTER OF 5. The Filer is not in default of securities legislation in THE SECURITIES LEGISLATION OF any of the jurisdictions. ONTARIO (THE JURISDICTION) The Fund and the Underlying Fund

AND 6. The Fund is an open-ended mutual fund trust established under the laws of the Province of IN THE MATTER OF Ontario on October 7, 2009. THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS 7. The Fund is a reporting issuer in every jurisdiction in Canada. It offers its securities for sale to the AND general public under a simplified prospectus filed in every jurisdiction in Canada. IN THE MATTER OF CIBC ASSET MANAGEMENT INC. 8. The Fund is not in default of securities legislation (THE FILER) in any of the jurisdictions.

DECISION 9. The investment objective of the Fund is to seek to generate tax-efficient returns, primarily through exposure to a corporate bond fund that will invest primarily in bonds, debentures, notes, and other debt instruments of Canadian issuers (the

September 23, 2011 (2011) 34 OSCB 9792

Decisions, Orders and Rulings

Reference Securities). The Fund may, however, proceeds from the pre-settlement to invest in other also invest directly in the Reference Securities Canadian equity securities. where the Fund considers it would be beneficial to unitholders to do so. 17. The underlying interest of the Forward Contracts, being the units of the Underlying Fund, has 10. To achieve its investment objective, the Fund objective and transparent pricing because the net currently obtains exposure to Renaissance asset value of the Underlying Fund is determined Corporate Bond Fund (the Underlying Fund) by daily in accordance with the Filer’s valuation investing in equity securities of Canadian public policies and is calculated by a third party valuation issuers and entering into Forward Contracts with agent, which policies are identical for all of the one or more counterparties under which the Fund funds under its management. will forward-sell the Canadian equity securities for a price determined with reference to the total 18. The underlying interest of the Forward Contracts return of an investment in units of the Underlying is selected by the Filer and is not influenced by a Fund. counterparty.

11. The Underlying Fund is a reporting issuer in every 19. The Forward Contracts are entered into by the jurisdiction in Canada. It currently offers Class O Fund in accordance with the requirements of NI units under a simplified prospectus. Such units 81-102, including in particular sections 2.7 and 2.8 are not offered for sale to the general public but thereof. rather are only available to certain eligible investors. The Underlying Fund invests primarily The Counterparties in bonds, debentures, notes, and other debt instruments of Canadian issuers. 20. Since the Fund began offering its securities to the public in October 2009, the Fund has been using 12. The Underlying Fund is not in default of securities a single counterparty (Counterparty 1) under the legislation in any of the jurisdictions. Forward Contracts. Counterparty 1 is a major financial institution that is at arm’s length with the 13. In order to hedge its obligation under the Forward Fund and the Filer. Contracts, the counterparty will likely, but is not required to, purchase securities of the Underlying 21. The Filer wishes to cause the Fund to use another Fund. As a result, other than any units continued counterparty in addition to Counterparty 1 for the to be held by the Filer due to the obligation to Fund’s Forward Contracts for the following seed the Underlying Fund, all of the units of the reasons: Underlying Fund will be held by the counterparties. (a) The Fund has grown dramatically since inception and, as at August 23, 2011, 14. The investment exposure of the Fund to the has a net asset value of approximately $ Underlying Fund does, and will continue to, 1.2 Billion. Given the large size of the comply with the requirements of section 2.5 of NI Fund, the Filer now considers that there 81-102 relating to investments in other funds. is significant risk to the Fund of continuing to deal with Counterparty 1 as The Forward Contracts the sole counterparty under the Forward Contracts and therefore wishes to 15. The Forward Contracts provide exposure to the diversify the Fund’s counterparty risk by performance of the Underlying Fund. dealing with at least one other counterparty; 16. The Forward Contracts consist of monthly rolling forward contracts. The terms of the Forward (b) Counterparty 1 has advised the Filer that Contracts provide that they may be partially it is quickly reaching current capacity for settled prior to their maturity. If there is a partial the Fund and will cap the size of the pre-settlement, the Fund will sell Canadian equity Forward Contracts when the capacity has securities of one or more issuers to the been reached. counterparty of an amount equal to the actual redemption proceeds (together with any cash 22. The Filer has considered causing the Fund to distributions in respect of the redeemed securities) invest directly in the Reference Securities. that an investor in the Underlying Fund would However, in order not to compromise the receive at the relevant time for a related number investment objective of the Fund that is to of securities of the Underlying Fund. If there is a generate tax efficient returns, the Filer has partial pre-settlement prior to maturity, the Fund determined that it could not invest directly in the will realize a capital gain or a capital loss for tax Reference Securities an amount of the net asset purposes on the sale of Canadian equity value of the Fund sufficient to achieve the Filer’s securities, even if the Fund elects to use the goal of diversifying the Fund’s counterparty risk.

September 23, 2011 (2011) 34 OSCB 9793

Decisions, Orders and Rulings

As a result, the Fund would remain largely 32. The entering into of the Forward Contracts with exposed to Counterparty 1 as the current CIBC by the Fund will represent the business counterparty. judgment of the Filer uninfluenced by considerations other than the best interests of the 23. The Filer has performed an assessment of the Fund. market availability of providers of forward-sale contracts which resulted in only two financial DECISION institutions currently being available to act as counterparty under the monthly rolling forward The principal regulator is satisfied that the decision meets structure of the Fund. the test set out in the Legislation for the principal regulator to make the decision. 24. Those two Canadian financial institutions that are, as of the date of this Decision, available to enter The decision of the principal regulator under the Legislation into the Forward Contracts with the Fund include is that the Exemption Sought is granted provided that: CIBC and an arm’s length financial institution (Counterparty 2). I. the Filer , in accordance with subsection 5.2(1) of National Instrument 81-107 25. Subject to the Fund being granted the Exemption Independent Review Committee for Sought, CIBC is available to act as related Investment Funds (NI 81-107), obtain the counterparty under the Forward Contracts at a approval of the Fund’s Independent price that is currently more favourable than the Review Committee (IRC) before it may price and terms offered by Counterparty 1 and use CIBC as counterparty under the Counterparty 2. Forward Contracts with the Fund, and the IRC provides such approval in Conflict of Interest accordance with subsection 5.2(2) of NI 81-107; 26. In the interest of maintaining a service that is fundamental for the Fund to achieve its II. the Filer complies with section 5.1 of NI investment objective of generating tax-efficient 81-107, and the Filer and the IRC of the returns, without having to necessarily incur Fund comply with section 5.4 of NI 81- increased costs for the Fund and its 107 for any standing instructions the IRC securityholders, the Filer wishes to retain CIBC as provides in connection with the Fund’s additional counterparty under the Fund’s Forward use of CIBC as counterparty under the Contracts. Forward Contracts;

27. But for the Exemption Sought, section 4.2 of NI III. the mark-to-market value of the exposure 81-102 would prohibit the Fund from purchasing a of the Fund under the Forward Contracts security from, or selling a security to, an affiliate or with CIBC does not exceed 33 1/3% of associate of the Filer, unless the conditions of the net asset value of the Fund; section 4.3 of NI 81-102 are met. IV. the pricing terms of the Forward 28. On settlement of the Forward Contracts, the Fund Contracts offered by CIBC to the Fund will sell to CIBC the Canadian equity securities for are at least as favourable as the pricing a price that is different from the price prescribed in terms the Filer can get from arm’s length the exception available under paragraph 4.3(1)(b). counterparties for similar size exposure and at least as favourable as the pricing 29. The Filer will only enter into the Forward Contracts terms committed by CIBC to managers of with CIBC if the pricing terms offered by CIBC third party funds of similar size to the under the Forward Contracts are at least as Fund; favourable as the pricing terms the Filer can get from third party counterparties for similar size V. the Filer’s policy in relation to the exposure and at least as favourable as the pricing Forward Contracts with CIBC will be terms committed by CIBC to managers of third reviewed and assessed on a quarterly party funds of similar size to the Fund. basis by the IRC in accordance with section 4.2 of NI 81-107; and 30. The benefit of the transaction to CIBC is the forward fee that CIBC will receive on the VI. the simplified prospectus of the Fund transaction. discloses in the Investment Strategy section of the prospectus: 31. The Filer has established policies relating to the use of a related party as a counterparty in derivative transactions with the Fund.

September 23, 2011 (2011) 34 OSCB 9794

Decisions, Orders and Rulings

(i) the fact that subject to the Exemption 2.1.10 CIBC Asset Management Inc. Sought being granted, the Fund may enter into the Forward Contracts with Headnote CIBC; National Policy 11-203 Process for Exemptive Relief (ii) the relationship that exists Applications in Multiple Jurisdictions – Exemption from the between the Fund, the Filer and self-dealing prohibition in section 4.2 of NI 81-102 to permit CIBC; and a fund to engage in forward contracts with a related counterparty on a limited basis and revocation of prior (iii) the extent to which the Fund decision – Fund achieves its objective of providing tax- may be exposed to CIBC, in efficient returns by investing in equity securities of accordance with condition III Canadian public issuers and entering into forward contracts above. with one or more counterparties under which the fund forward-sells the Canadian equity securities for a price “Raymond Chan” determined with reference to the performance of an Manager, Investment Funds underlying fund – Large size achieved by the fund requires Ontario Securities Commission diversification of counterparty risk – Current counterparty is quickly reaching current capacity for the fund and will cap the size of the forward contracts when the capacity is reached – Only two financial institutions, one of which is an affiliate of the manager of the fund, are currently available to act as counterparty under the monthly rolling forward structure of the fund – Terms offered by related counterparty are currently more favourable than those of arm’s length counterparties – Relief granted to permit the Fund to enter into forward contracts with the related counterparty subject to certain conditions including, the requirement to obtain the approval of the fund’s IRC, a limit on the underlying market exposure of the forward contracts with the related counterparty of no more than 33 1/3% of the net asset value of the Fund on a daily mark-to-market basis, and a requirement that the pricing and terms offered by the related counterparty be at least as favourable as the pricing and terms offered by arm’s length counterparties – Prior decision revoked and replaced – National Instrument 81-102 Mutual Funds.

Applicable Legislative Provisions

National Instrument 81-102 Mutual Funds, ss. 4.2, 19.1.

September 19, 2011

IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (THE JURISDICTION)

AND

IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF CIBC ASSET MANAGEMENT INC. (THE FILER)

DECISION

September 23, 2011 (2011) 34 OSCB 9795

Decisions, Orders and Rulings

BACKGROUND 8. The Fund is not in default of securities legislation The principal regulator in the Jurisdiction has received an in any of the jurisdictions. application from the Filer for a decision under the securities legislation of the Jurisdiction of the principal regulator (the 9. The investment objective of the Fund is to seek to Legislation) for: generate tax-efficient returns, primarily through exposure to a corporate bond fund that will invest (a) an exemption from section 4.2 of National primarily in bonds, debentures, notes, and other Instrument 81-102 Mutual Funds (NI 81-102) debt instruments of Canadian issuers (the pursuant to section 19.1 of NI 81-102 (the Reference Securities). The Fund may, however, Exemption Sought), in order for the Renaissance also invest directly in the Reference Securities Corporate Bond Capital Yield Fund (the Fund) where the Fund considers it would be beneficial to managed by the Filer to enter into forward unitholders to do so. contracts (the Forward Contracts) with Canadian Imperial Bank of Commerce or an affiliate thereof 10. To achieve its investment objective, the Fund (CIBC); and currently obtains exposure to Renaissance Corporate Bond Fund (the Underlying Fund) by (b) a revocation of the decision dated August 31, investing in equity securities of Canadian public 2011 (the Prior Decision) granting the Fund relief issuers and entering into Forward Contracts with from section 4.2 of NI 81-102 to enter into the one or more counterparties under which the Fund Forward Contracts with CIBC. will forward-sell the Canadian equity securities for a price determined with reference to the total INTERPRETATION return of an investment in units of the Underlying Fund. Defined terms contained in National Instrument 14-101 Definitions and MI 11-102 have the same meaning in this 11. The Underlying Fund is a reporting issuer in every decision unless otherwise defined. jurisdiction in Canada. It currently offers Class O units under a simplified prospectus. Such units REPRESENTATIONS are not offered for sale to the general public but rather are only available to certain eligible This decision is based on the following facts represented investors. The Underlying Fund invests primarily by the Filer: in bonds, debentures, notes, and other debt instruments of Canadian issuers. The Filer 12. The Underlying Fund is not in default of securities 1. The Filer is a corporation organized under the legislation in any of the jurisdictions. laws of Canada and is registered as a portfolio manager, investment fund manager and 13. In order to hedge its obligation under the Forward commodity trading manager in all provinces and Contracts, the counterparty will likely, but is not territories of Canada. required to, purchase securities of the Underlying Fund. As a result, other than any units continued 2. The Filer is the investment fund manager, portfolio to be held by the Filer due to the obligation to manager and trustee of the Fund and of the seed the Underlying Fund, all of the units of the Underlying Fund (defined below). Underlying Fund will be held by the counterparties. 3. The Filer is a wholly-owned subsidiary of CIBC. 14. The investment exposure of the Fund to the 4. CIBC is a Schedule I bank under the Bank Act Underlying Fund does, and will continue to, (Canada). comply with the requirements of section 2.5 of NI 81-102 relating to investments in other funds. 5. The Filer is not in default of securities legislation in any of the jurisdictions. The Forward Contracts

The Fund and the Underlying Fund 15. The Forward Contracts provide exposure to the performance of the Underlying Fund. 6. The Fund is an open-ended mutual fund trust established under the laws of the Province of 16. The Forward Contracts consist of monthly rolling Ontario on October 7, 2009. forward contracts. The terms of the Forward Contracts provide that they may be partially 7. The Fund is a reporting issuer in every jurisdiction settled prior to their maturity. If there is a partial in Canada. It offers its securities for sale to the pre-settlement, the Fund will sell Canadian equity general public under a simplified prospectus filed securities of one or more issuers to the in every jurisdiction in Canada. counterparty of an amount equal to the actual

September 23, 2011 (2011) 34 OSCB 9796

Decisions, Orders and Rulings

redemption proceeds (together with any cash 22. The Filer has considered causing the Fund to distributions in respect of the redeemed securities) invest directly in the Reference Securities. that an investor in the Underlying Fund would However, in order not to compromise the receive at the relevant time for a related number investment objective of the Fund that is to of securities of the Underlying Fund. If there is a generate tax efficient returns, the Filer has partial pre-settlement prior to maturity, the Fund determined that it could not invest directly in the will realize a capital gain or a capital loss for tax Reference Securities an amount of the net asset purposes on the sale of Canadian equity value of the Fund sufficient to achieve the Filer’s securities, even if the Fund elects to use the goal of diversifying the Fund’s counterparty risk. proceeds from the pre-settlement to invest in other As a result, the Fund would remain largely Canadian equity securities. exposed to Counterparty 1 as the current counterparty. 17. The underlying interest of the Forward Contracts, being the units of the Underlying Fund, has 23. The Filer has performed an assessment of the objective and transparent pricing because the net market availability of providers of forward-sale asset value of the Underlying Fund is determined contracts which resulted in only two financial daily in accordance with the Filer’s valuation institutions currently being available to act as policies and is calculated by a third party valuation counterparty under the monthly rolling forward agent, which policies are identical for all of the structure of the Fund. funds under its management. 24. Those two Canadian financial institutions that are, 18. The underlying interest of the Forward Contracts as of the date of this Decision, available to enter is selected by the Filer and is not influenced by a into the Forward Contracts with the Fund include counterparty. CIBC and an arm’s length financial institution (Counterparty 2). 19. The Forward Contracts are entered into by the Fund in accordance with the requirements of NI 25. Subject to the Fund being granted the Exemption 81-102, including in particular sections 2.7 and 2.8 Sought, CIBC is available to act as related thereof. counterparty under the Forward Contracts at a price that is currently more favourable than the The Counterparties price and terms offered by Counterparty 1 and Counterparty 2. 20. Since the Fund began offering its securities to the public in October 2009, the Fund has been using Conflict of Interest a single counterparty (Counterparty 1) under the Forward Contracts. Counterparty 1 is a major 26. In the interest of maintaining a service that is financial institution that is at arm’s length with the fundamental for the Fund to achieve its Fund and the Filer. investment objective of generating tax-efficient returns, without having to necessarily incur 21. The Filer wishes to cause the Fund to use another increased costs for the Fund and its counterparty in addition to Counterparty 1 for the securityholders, the Filer wishes to retain CIBC as Fund’s Forward Contracts for the following additional counterparty under the Fund’s Forward reasons: Contracts.

(a) The Fund has grown dramatically since 27. But for the Exemption Sought, section 4.2 of NI inception and, as at August 23, 2011, 81-102 would prohibit the Fund from purchasing a has a net asset value of approximately $ security from, or selling a security to, an affiliate or 1.2 Billion. Given the large size of the associate of the Filer, unless the conditions of Fund, the Filer now considers that there section 4.3 of NI 81-102 are met. is significant risk to the Fund of continuing to deal with Counterparty 1 as 28. On settlement of the Forward Contracts, the Fund the sole counterparty under the Forward will sell to CIBC the Canadian equity securities for Contracts and therefore wishes to a price that is different from the price prescribed in diversify the Fund’s counterparty risk by the exception available under paragraph 4.3(1)(b). dealing with at least one other counterparty; 29. The Filer will only enter into the Forward Contracts with CIBC if the pricing terms offered by CIBC (b) Counterparty 1 has advised the Filer that under the Forward Contracts are at least as it is quickly reaching current capacity for favourable as the pricing terms the Filer can get the Fund and will cap the size of the from third party counterparties for similar size Forward Contracts when the capacity has exposure and at least as favourable as the pricing been reached. terms committed by CIBC to managers of third party funds of similar size to the Fund.

September 23, 2011 (2011) 34 OSCB 9797

Decisions, Orders and Rulings

30. The benefit of the transaction to CIBC is the IV. the pricing terms of the Forward forward fee that CIBC will receive on the Contracts offered by CIBC to the Fund transaction. are at least as favourable as the pricing terms the Filer can get from arm’s length 31. The Filer has established policies relating to the counterparties for similar size exposure use of a related party as a counterparty in and at least as favourable as the pricing derivative transactions with the Fund. terms committed by CIBC to managers of third party funds of similar size to the 32. The entering into of the Forward Contracts with Fund; CIBC by the Fund will represent the business judgment of the Filer uninfluenced by V. the Filer’s policy in relation to the considerations other than the best interests of the Forward Contracts with CIBC will be Fund. reviewed and assessed on a quarterly basis by the IRC in accordance with Prior Decision section 4.2 of NI 81-107; and

33. The Prior Decision granted the Exemption Sought VI. the simplified prospectus of the Fund subject to a number of conditions, including that discloses in the Investment Strategy the mark-to-market value of the exposure of the section of the prospectus: Fund under the Forward Contracts with CIBC not exceed 33 1/3% of the net asset value of the (i) the fact that subject to the Fund. That condition imprecisely stated how the Exemption Sought being Fund’s exposure to CIBC as counterparty was to granted, the Fund may enter be calculated and must be clarified. into the Forward Contracts with CIBC; DECISION (ii) the relationship that exists The principal regulator is satisfied that the decision meets between the Fund, the Filer and the test set out in the Legislation for the principal regulator CIBC; and to make the decision. (ii) the extent to which the Fund The decision of the principal regulator under the Legislation may be exposed to CIBC, in is that: accordance with condition III above; and (a) the Exemption Sought is granted provided that: (b) the Prior Decision is revoked and replaced by this I. the Filer, in accordance with subsection decision. 5.2(1) of National Instrument 81-107 Independent Review Committee for “Raymond Chan” Investment Funds (NI 81-107), obtain the Manager, Investment Funds approval of the Fund’s Independent Ontario Securities Commission Review Committee (IRC) before it may use CIBC as counterparty under the Forward Contracts with the Fund, and the IRC provides such approval in accordance with subsection 5.2(2) of NI 81-107;

II. the Filer complies with section 5.1 of NI 81-107, and the Filer and the IRC of the Fund comply with section 5.4 of NI 81- 107 for any standing instructions the IRC provides in connection with the Fund’s use of CIBC as counterparty under the Forward Contracts;

III. the underlying market exposure of the Forward Contracts with CIBC does not exceed 33?% of the net asset value of the Fund on a daily mark-to-market basis;

September 23, 2011 (2011) 34 OSCB 9798

Decisions, Orders and Rulings

2.1.11 Fortis Inc. et al. the financial reporting standards applicable to such publicly accountable enterprise (the "Exemption Sought") to Headnote permit each of the Filers to prepare and file on the System for Electronic Document Analysis and Retrieval ("SEDAR"), Multilateral Instrument 11-102 Passport System and subsequent to filing its audited annual financial statements National Policy 11-203 Process for Exemptive Relief for the fiscal year ended December 31, 2011 ("Fiscal applications in Multiple Jurisdictions – National Instrument 2011") as required by sections 4.1 and 4.2 of National 52-107, s. 9.1 Acceptable Accounting Principles, Auditing Instrument 51-102 – Continuous Disclosure Obligations, Standards and Reporting Currency – the Filers request prepared in accordance with Canadian GAAP – Part V (as relief from the requirements under paragraph 2.1(2)(e) and such term is defined in Part 4 of NI 52-107), as permitted subsection 4.2(1) of National Instrument 52-107 Acceptable for a "qualifying entity" pursuant to section 5.4 of NI 52-107, Accounting Principles and Auditing Standards (NI 52-107) comparative audited annual financial statements for Fiscal that “any other financial statements” be prepared in 2011, prepared in accordance with United States generally accordance with Canadian GAAP – Part V (the Exemption accepted accounting principles ("U.S. GAAP"). Sought) to permit the Filers to prepare “any other financial statements” in accordance with U.S. GAAP for the year Under the Process for Exemptive Relief Applications in ended December 31, 2011. Multiple Jurisdictions (for a passport application):

Applicable Legislative Provisions (a) the Ontario Securities Commission is the Principal Regulator for this application; National Instrument 52-107 Acceptable Accounting and Principles and Auditing Standard, s. 5.1. (b) the Filers have provided notice that September 20, 2011 section 4.7(1) of Multilateral Instrument 11-102 – Passport System ("MI 11-102") IN THE MATTER OF is intended to be relied upon in each of THE SECURITIES LEGISLATION OF British Columbia, Alberta, Saskatchewan, ONTARIO Manitoba, Quebec, New Brunswick, (the "Jurisdiction") Nova Scotia, Prince Edward Island, Newfoundland and Labrador, the Yukon AND Territory, the Northwest Territories and Nunavut. IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF Interpretation APPLICATIONS IN MULTIPLE JURISDICTIONS Terms defined in National Instrument 14-101 – Definitions, AND MI 11-102 and NI 52-107 have the same meaning if used in this decision, unless otherwise defined. IN THE MATTER OF FORTIS INC. ("Fortis"), ON BEHALF OF ITSELF Representations AND FORTISBC HOLDINGS INC., FORTISBC ENERGY INC., This decision is based on the following facts represented FORTISBC INC., FORTISALBERTA INC., by the Filers: NEWFOUNDLAND POWER INC. AND CARIBBEAN UTILITIES COMPANY, LTD. Fortis Inc.

DECISION 1. Fortis is principally a diversified utility holding company and was continued under the Background Corporations Act (Newfoundland and Labrador) on August 28, 1987. The head office of Fortis is in The principal regulator in the Jurisdiction (the "Principal St. John's, Newfoundland and Labrador. Regulator") has received an application from Fortis for a decision under the securities legislation of the Jurisdiction 2. Fortis is a reporting issuer or equivalent in the (the "Legislation") of the Principal Regulator exempting Jurisdiction and each of the Passport Jurisdictions Fortis and its reporting issuer subsidiaries, FortisBC other than the Yukon Territory, the Northwest Holdings Inc., FortisBC Energy Inc., FortisBC Inc., Territories and Nunavut and, to its knowledge, is FortisAlberta Inc., Newfoundland Power Inc. and Caribbean not in default of securities legislation in any Utilities Company, Ltd. (collectively, the "Subsidiaries" jurisdiction in Canada. and, together with Fortis, the "Filers"), from the requirements under sections 2.1(2)(e) and 4.2(1) of FortisBC Holdings Inc. National Instrument 52-107 – Acceptable Accounting Principles and Auditing Standards ("NI 52-107") that "any 3. FortisBC Holdings Inc. ("FHI") is a utility holding other financial statements" be prepared in accordance with company incorporated under the laws of British

September 23, 2011 (2011) 34 OSCB 9799

Decisions, Orders and Rulings

Columbia. Its articles were amended on March 1, Territories and Nunavut and, to its knowledge, is 2011 to change its name to FortisBC Holdings Inc. not in default of securities legislation in any The head office of FHI is in Vancouver, British jurisdiction in Canada. Columbia. Caribbean Utilities Company, Ltd. 4. FHI is a reporting issuer or equivalent in the Jurisdiction and each of the Passport Jurisdictions 13. Caribbean Utilities Company, Ltd. ("CUC") is an and, to its knowledge, is not in default of securities integrated electric utility incorporated under the legislation in any jurisdiction in Canada. laws of the Cayman Islands. The head office of CUC is located in Grand Cayman, Cayman FortisBC Energy Inc. Islands.

5. FortisBC Energy Inc. ("FEI") is a gas distribution 14. CUC is a reporting issuer or equivalent in the company incorporated under the laws of British Jurisdiction and each of the Passport Jurisdictions Columbia. Its articles were amended on March 1, other than the Yukon Territory, the Northwest 2011 to change its name to FortisBC Energy Inc. Territories and Nunavut and, to its knowledge, is The head office of FEI is in Vancouver, British not in default of securities legislation in any Columbia. jurisdiction in Canada.

6. FEI is a reporting issuer or equivalent in the General Jurisdiction and each of the Passport Jurisdictions and, to its knowledge, is not in default of securities 15. As 'qualifying entities' for the purposes of section legislation in any jurisdiction in Canada. 5.4 of NI 52-107, each of the Filers is permitted by that provision to prepare their financial statements FortisBC Inc. for Fiscal 2011 in accordance with Canadian GAAP - Part V of the Handbook. 7. FortisBC Inc. ("FBC") is an integrated electric utility incorporated under the laws of British 16. Each of the Filers has been granted exemptive Columbia. The head office of FBC is in Kelowna, relief pursuant to the legislation in Re Fortis Inc., British Columbia. on Behalf of Itself and FortisBC Holdings Inc., FortisBC Energy Inc., FortisBC Inc., FortisAlberta 8. FBC is a reporting issuer or equivalent in the Inc., Newfoundland Power Inc. and Caribbean Jurisdiction and each of the Passport Jurisdictions Utilities Company, Ltd., (2011) 34 OSCB 6705 other than the Yukon Territory, the Northwest (the "U.S. GAAP Relief"), which exempts the Territories and Nunavut and, to its knowledge, is Filers from the requirement of section 3.2 of NI 52- not in default of securities legislation in any 107 that they prepare their financial statements in jurisdiction in Canada. accordance with Canadian GAAP applicable to publicly accountable enterprises and allows the FortisAlberta Inc. Filers to prepare their financial statements in accordance with U.S. GAAP for the financial years 9. FortisAlberta Inc. ("FAB") is an electricity that begin on or after January 1, 2012 but before distribution company incorporated under the laws January 1, 2015. None of the Filers is, will become of Alberta. The head office of FAB is in Calgary, or will be deemed to be an "SEC issuer", as Alberta. defined in NI 52-107, as a result of the U.S. GAAP Relief. 10. FAB is a reporting issuer or equivalent in the Jurisdiction and each of the Passport Jurisdictions 17. Part 3 of NI 52-107 (which will apply to the Filers other than the Yukon Territory, the Northwest commencing on January 1, 2012, as modified by Territories and Nunavut and, to its knowledge, is the U.S. GAAP Relief) does not require any U.S. not in default of securities legislation in any GAAP financial statements to contain a jurisdiction in Canada. reconciliation that would describe the differences between Canadian GAAP and U.S. GAAP (such Newfoundland Power Inc. as the disclosure required under section 4.7 of NI 52-107 for financial years beginning before 11. Newfoundland Power Inc. ("NPI") is an integrated January 1, 2011, or in the case of a "qualifying electric utility incorporated under the laws of entity" pursuant to section 5.4 of NI 52-107, Newfoundland and Labrador. The head office of January 1, 2012). NPI is located in St. John's, Newfoundland and Labrador. Decision

12. NPI is a reporting issuer or equivalent in the The Principal Regulator is satisfied that the decision meets Jurisdiction and each of the Passport Jurisdictions the test set out in the Legislation for the Principal Regulator other than the Yukon Territory, the Northwest to make the decision.

September 23, 2011 (2011) 34 OSCB 9800

Decisions, Orders and Rulings

18. The decision of the Principal Regulator under the 2.1.12 Goodman & Company, Investment Counsel Legislation is that the Exemption Sought is Ltd. et al. granted provided that: Headnote (a) the U.S. GAAP comparative annual audited financial statements of each Filer National Policy 11-203 Process for Exemptive Relief for Fiscal 2011 are filed subsequent to Applications in Multiple Jurisdictions – variation of the filing of the Canadian GAAP annual previously granted relief that permitted a mutual fund that audited financial statements for Fiscal invests primarily in the energy sector to invest in 2011 of such Filer and prior to the filing standardized futures with underlying interests in oil and by such Filer of its unaudited interim natural gas for hedging and non-hedging purposes – relief financial statements as at and for the to permit standardized futures to be purchased on the three months ended March 31, 2012, NYMEX or ICE Futures Europe – the standardized future is which will be prepared in accordance traded only for cash or an offsetting standardized future with U.S. GAAP; contract and the standardized future is sold at least one day prior to the date on which delivery of the underlying (b) the U.S. GAAP comparative annual commodity is due under the standardized future – relief is audited financial statements of each Filer subject to limits on investments in the standardized futures for Fiscal 2011 contain all of the for both hedging and non-hedging purposes – National information which would have been Instrument 81-102 Mutual Funds. required by subsections (a) and (b) of section 4.7(1) of NI 52-107, if such Applicable Legislative Provisions sections are read as requiring only one set of reconciled annual financial National Instrument 81-102 Mutual Funds, ss. 2.3(h), 19.1. statements; and September 19, 2011 (c) the U.S. GAAP audited financial statements of each Filer are filed on IN THE MATTER OF SEDAR under the "Other" documents THE SECURITIES LEGISLATION OF category with an explanatory cover note. ONTARIO (the “Jurisdiction”) DATED at Toronto, this 20th day of September 2011 AND “Cameron McInnis” Chief Accountant IN THE MATTER OF Ontario Securities Commission THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF GOODMAN & COMPANY, INVESTMENT COUNSEL LTD. (the “Filer”)

AND

IN THE MATTER OF DYNAMIC STRATEGIC ENERGY CLASS (PREVIOUSLY DYNAMIC GLOBAL ENERGY CLASS) (the “Fund”)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer on behalf of the Fund of which the Filer is the manager and adviser and to which National Instrument 81-102 Mutual Funds (“NI 81-102”) applies for a decision under the securities legislation of the Jurisdiction of the principal regulator (“Legislation”):

September 23, 2011 (2011) 34 OSCB 9801

Decisions, Orders and Rulings

(i) exempting the Fund from section 2.3(h) of NI 81- 102 to enable the Fund to invest in standardized 4. Neither the Filer nor the Fund is in default of futures (as such term is defined in section 1.1 of securities legislation in any of the Jurisdictions. NI 81-102) with underlying interests in sweet crude oil or natural gas, for hedging and non- 5. Pursuant to a decision of the principal regulator In hedging purposes, to reduce volatility in the the Matter of Goodman & Company, Investment Fund’s portfolio, when and to the extent the Filer Counsel Ltd. and Dynamic Global Energy Class is concerned about the volatility of securities in the dated March 22, 2011 (the “Original Decision”), oil and gas sector; and the Fund received exemptive relief from the prohibition in section 2.3(h) of NI 81-102 to enable (ii) revoking the Original Decision (as defined below); the Fund to invest in standardized futures with underlying interests in sweet crude oil or natural (together, the “Exemption Sought”). gas, for hedging and non-hedging purposes, subject to certain conditions, including that such Under the Process for Exemptive Relief Applications in purchases be made on the New York Mercantile Multiple Jurisdictions (for a passport application): Exchange (the “NYMEX”).

(a) the Ontario Securities Commission (the “OSC”) is 6. The investment objectives and investment the principal regulator for this application, and strategies of the Fund permit portfolio investments in oil and gas securities, and the use of derivatives (b) the Filer has provided notice that section 4.7(1) of to hedge against losses from changes in the Multilateral Instrument 11-102 Passport System is prices of the Fund’s investments and to gain intended to be relied upon in each of the other exposure to individual securities and markets provinces and territories of Canada (together with and/or to generate income. Ontario, the “Jurisdictions”). 7. The prices of oil and gas can be volatile, and the Interpretation Filer has determined that it would be in the best interests of the Fund and its securityholders for Terms defined in National Instrument 14-101 Definitions, NI the Filer to have the ability to implement 81-102 and National Instrument 81-107 Independent appropriate risk management and diversification Review Committee for Investment Funds (“NI 81-107”) strategies for the Fund in connection with price have the same meaning if used in this decision, unless fluctuations and volatility in securities of issuers in otherwise defined. References to “oil” and “gas” in this the oil and gas sector. application are to sweet crude oil and natural gas, respectively. 8. The Filer considered a number of alternative strategies for risk management and portfolio Representations diversification with respect to the prices of oil and gas, and has determined that the use of 1. The Filer is a corporation existing under the laws standardized futures contracts where the of the Province of Ontario, is registered with the underlying interests are oil and gas, for hedging OSC as an adviser in the category of portfolio and non-hedging purposes, primarily as a means manager, is further registered in that category in of reducing the volatility that can result from the each of British Columbia, Alberta, Manitoba, changing prices of securities of issuers in the oil Saskatchewan, Quebec, New Brunswick, Nova and gas sector is optimal from a number of Scotia and Prince Edward Island and is registered perspectives including in respect of liquidity, cost, as a commodity trading manager and investment complexity and diversification. fund manager with the OSC. 9. Pursuant to the Original Decision, the Fund was 2. The Fund is an open-end mutual fund. The Fund permitted to trade in standardized futures is a class of the Dynamic Global Fund contracts on the NYMEX. The Filer has Corporation, a mutual fund corporation existing determined that the Brent and West Texas under the laws of the Province of Ontario, and is Intermediate crude futures contracts traded on the one of the group of Dynamic Funds managed by ICE Futures Europe (“ICE Europe”) represent the the Filer. world’s leading sweet crude oil pricing benchmarks because ICE Europe’s trading 3. The securities of the Fund are qualified for volume in such contracts represents a significant distribution in each of the Jurisdictions pursuant to amount of the global supply of such commodities. a simplified prospectus (the “Prospectus”) and Accordingly, the Filer now wishes to be able to annual information form (the “Annual Information trade standardized futures on the NYMEX and Form”) that have been prepared and filed in ICE Europe. accordance with the securities legislation of the respective Jurisdictions. The Fund is, accordingly, 10. ICE Europe is a London-based futures exchange a reporting issuer in all of the Jurisdictions. which hosts approximately half of the world’s daily

September 23, 2011 (2011) 34 OSCB 9802

Decisions, Orders and Rulings

trade in crude and refined oil futures contracts. (c) the purchase of a standardized future will ICE Europe is subject to the supervision of the be effected through the NYMEX or ICE United Kingdom’s Financial Services Authority. Europe;

11. The standardized futures traded by the Fund on (d) the Fund will not purchase a the NYMEX and ICE Europe will be traded for standardized futures contract for hedging cash or an offsetting contract to satisfy the Fund’s purposes if, immediately following the obligations in a standardized future. purchase, the Fund would hold standardized futures contracts for Decision hedging purposes relating to barrels of oil and/or British Thermal Units of gas The principal regulator is satisfied that the decision meets representing an aggregate value that the test set out in the Legislation for the principal regulator exceeds 80% of the total net assets of to make the decision. the Fund at that time;

The decision of the principal regulator under the Legislation (e) the Fund will not purchase a is that the Exemption Sought is granted provided that: standardized futures contract for non- hedging purposes if, immediately (a) the purchases, uses and sales of following the purchase, the Fund would standardized futures which have hold standardized futures contracts for underlying interests in oil or gas are non-hedging purposes relating to barrels made in accordance with the provisions of oil and/or British Thermal Units of gas otherwise relating to the use of specified representing an aggregate value that derivatives for hedging and non-hedging exceeds 10% of the total net assets of purposes in NI 81-102, National the Fund at that time; Instrument 81-101 Mutual Fund Prospectus Disclosure and National (f) the Fund will keep proper books and Instrument 81-106 Investment Fund records of all such purchases and sales; Continuous Disclosure; and

(b) a standardized futures contract will be (g) prior to commencing trades of traded only for cash or an offsetting standardized future contracts on ICE standardized future contract to satisfy the Europe, the Filer will prepare and file an obligations under the standardized future amendment to the Prospectus and and will be sold at least one day prior to Annual Information Form to disclose that the date on which delivery of the trades in standardized futures may be underlying commodity is due under the made through ICE Europe. standardized future; “Raymond Chan” Manager, Investment Funds Branch Ontario Securities Commission

September 23, 2011 (2011) 34 OSCB 9803

Decisions, Orders and Rulings

2.2 Orders

2.2.1 Bernard Boily – Pre-Hearing Conference – Rule 6.7

IN THE MATTER OF THE SECURITIES ACT., R.S.O. 1990, c. S.5, AS AMENDED

AND

IN THE MATTER OF BERNARD BOILY

ORDER (Pre-Hearing Conference – Rule 6.7)

WHEREAS the Ontario Securities Commission (the “Commission”) issued a Notice of Hearing and Staff of the Commission (“Staff”) filed a Statement of Allegations in this matter on March 29, 2011 against Bernard Boily (the “Respondent”);

AND WHEREAS on April 28, 2011, the Commission ordered that the matter be adjourned to June 29, 2011;

AND WHEREAS on July 5, 2011, the Commission ordered that the matter be adjourned to a confidential pre-hearing conference to be held on September 13, 2011 and that the following dates be reserved for the hearing on the merits in this matter: April 2, 3, 4, 5, 9, 11, 12, 13, 16, 17, 18, 19, 20, 23, 25, 26 and 27, 2012;

AND WHEREAS on September 13, 2011, counsel for Staff and the Respondent appeared before the Commission for a pre-hearing conference;

AND WHEREAS the Commission is of the opinion that it is in the public interest to make this order;

IT IS ORDERED that this matter is adjourned to a confidential pre-hearing conference to be held on November 10, 2011 at 10:00 a.m.;

IT IS FURTHER ORDERED that the hearing on the merits shall commence on April 2, 2012 at 10:00 a.m. at the offices of the Commission, 20 Queen Street West, 17th Floor, Toronto, Ontario and shall continue on the following dates: April 3, 4, 5, 9, 11, 12, 13, 16, 17, 18, 19, 20, 23, 25, 26 and 27, 2012.

DATED at Toronto this 13th day of September, 2011.

“Vern Krishna”

September 23, 2011 (2011) 34 OSCB 9804

Decisions, Orders and Rulings

2.2.2 Anthony Ianno and Saverio Manzo

IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, c. S.5, AS AMENDED

AND

IN THE MATTER OF ANTHONY IANNO AND SAVERIO MANZO

AND

IN THE MATTER OF SETTLEMENT AGREEMENT BETWEEN STAFF OF THE ONTARIO SECURITIES COMMISSION AND SAVERIO MANZO

ORDER

WHEREAS on March 8, 2010 the Ontario Securities Commission (the “Commission”) issued a Notice of Hearing and Statement of Allegations in this matter pursuant to sections 127 and 127.1 of the Securities Act, R.S.O. 1990, c S.5, as amended;

AND WHEREAS the Respondent Saverio Manzo (“Manzo”) entered into a Settlement Agreement with Staff of the Commission dated September 13, 2011 in relation to the matters set out in the Statement of Allegations (the “Settlement Agreement”);

AND WHEREAS the Commission issued a Notice of Hearing on September 13, 2011 announcing that it proposed to consider the Settlement Agreement ;

UPON reviewing the Settlement Agreement, the Notice of Hearing and the Statement of Allegations, and upon hearing submissions from counsel for Staff of the Commission and counsel for Manzo;

AND WHEREAS the Commission is of the opinion that it is in the public interest to make this Order;

IT IS ORDERED THAT:

1. The Settlement Agreement is approved.

2. Trading in any securities by Manzo shall cease for a period of 4 years commencing on the date of this Order.

3. Acquisition of any securities by Manzo is prohibited for a period of 4 years commencing on the date of this Order.

4. Any exemptions contained in Ontario securities law do not apply to Manzo for a period of 4 years commencing on the date of this Order.

5. Paragraphs 2, 3 and 4 are subject to the exception that Manzo is permitted to transfer within 60 days of the date of this Order to, and trade through, any registered retirement savings account and/or a registered retirement income fund (as defined in the Income Tax Act (Canada)) in which Manzo has sole legal and beneficial ownership provided that:

(a) the securities traded are listed and posted for trading on the Toronto Stock Exchange or the New York Stock Exchange (or their successor exchanges) or are issued by a mutual fund which is a reporting issuer;

(b) Manzo does not own legally or beneficially (in the aggregate, together or with others) more than one percent of the outstanding securities of the class or series of the class in question; and

(c) Manzo carries out any trading through a registered dealer (which dealer must be given a copy of this Order) and through accounts opened in Manzo’s name only.

6. Manzo is reprimanded.

September 23, 2011 (2011) 34 OSCB 9805

Decisions, Orders and Rulings

7. Manzo is prohibited from becoming or acting as a director or officer of a reporting issuer for a period of 4 years from the date of this Order.

8. Manzo is prohibited from becoming or acting as a registrant for a period of 4 years from the date of this Order.

9. Manzo is prohibited from becoming or acting as a promoter for a period of 4 years from the date of this Order.

10. Subject to the terms of the Settlement Agreement, Manzo agrees to make a voluntary payment of $25,000 to the Commission for the benefit of third parties, and a payment of $25,000 to the Commission representing a partial repayment of the costs of the investigation of this matter.

11. In the event that the payments set out in paragraph 10 are not made in full, the provisions of paragraphs 2 through 9 shall continue in force until such payments are made in full without any limitation as to the time period.

DATED at Toronto this 14th day of September, 2011.

“James Turner”

September 23, 2011 (2011) 34 OSCB 9806

Decisions, Orders and Rulings

2.2.3 Anthony Ianno and Saverio Manzo

IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, c. S-5, AS AMENDED

AND

IN THE MATTER OF ANTHONY IANNO AND SAVERIO MANZO

ORDER

WHEREAS on March 8, 2010, the Ontario Securities Commission (the “Commission”) issued a Notice of Hearing and Statement of Allegations in this matter pursuant to sections 127 and 127.1 of the Securities Act, R.S.O. 1990, c. S.5, as amended;

AND WHEREAS on September 2, 2011, the Commission approved a Settlement Agreement reached with the Respondent Anthony Ianno;

AND WHEREAS on September 14, 2011, the Commission approved a Settlement Agreement reached with the Respondent Saverio Manzo;

IT IS ORDERED THAT:

1. The hearing dates in this matter currently set for September 12, 14, 15, 16, 19, 20, 21, 22, 23, 26 and 28, 2011 are vacated.

DATED at Toronto this 14th day of September, 2011.

“James E. A. Turner”

September 23, 2011 (2011) 34 OSCB 9807

Decisions, Orders and Rulings

2.2.4 Ian Overton – ss. 127(1), 127.1

IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, c. S.5, AS AMENDED

AND

IN THE MATTER OF IAN OVERTON

ORDER (Sections 127(1) and 127.1)

WHEREAS the Ontario Securities Commission (the “Commission”) issued a Notice of Hearing pursuant to sections 127 and 127.1 of the Securities Act, R.S.O. 1990, c. S.5, as amended (the “Act”) in respect of Ian Overton (the “Respondent”);

AND WHEREAS the Respondent and Staff of the Commission (“Staff”) entered into a Settlement Agreement (the “Settlement Agreement”) in which they agreed to a settlement of the proceeding commenced by a Notice of Hearing subject to the approval of the Commission;

AND UPON reviewing the Settlement Agreement and upon hearing submissions from counsel for Staff and counsel for the Respondent;

AND WHEREAS the Commission is of the opinion that it is in the public interest to make this Order;

IT IS ORDERED THAT:

1. the Settlement Agreement is approved;

2. pursuant to paragraph 127(1)1 of the Act, the Respondent is prohibited from being registered under the Act in any capacity for one year and until the Respondent completes all proficiency requirements and the Conduct and Practices Handbook Course (the “CPH”) and upon such registration, the Respondent will be subject to close supervision for 6 months;

3. pursuant to section 127(1)2 of the Act, the Respondent will cease trading in securities for one year except for trading on his own behalf in his own account or in the account of his holding company, Loudon Hill Inc.;

4. pursuant to section 127(1)2.1 of the Act, the Respondent is prohibited from acquiring securities for one year except on his own behalf in his own account or in the account of his holding company, Loudon Hill Inc;

5. pursuant to section 127(1)3 of the Act, any exemptions contained in Ontario securities law do not apply to the Respondent for one year except as permitted under this order respecting the trading of securities on his own behalf in his own account or in the account of his holding company, Loudon hill Inc.;

6. pursuant to section 127(1)6 of the Act, the Respondent is reprimanded;

7. pursuant to section 127(1)7 of the Act, with the exception of any position he holds as a director or officer in his holding company, Loudon Hill Inc., the Respondent resign any positions he holds as a director or as a chief executive officer, a chief operating officer or a president of any issuer;

8. pursuant to section 127(1)8 of the Act, with the exception of any position he holds as a director or officer in his holding company, Loudon Hill Inc., the Respondent is prohibited from becoming or acting as a director or as a chief executive officer, a chief operating officer or a president of any issuer for three years;

9. pursuant to section 127(1)8.1 of the Act, the Respondent resign any position he holds as a director or as an ultimate designated person or as a chief compliance officer of a registrant;

10. pursuant to section 127(1)8.2 of the Act, the Respondent is prohibited from becoming or acting as a director or as an ultimate designated person or a chief compliance officer of a registrant for three years and until he completes the PDO exam as defined in Part 3.1 of National Instrument 31-103 the (“PDO exam”);

September 23, 2011 (2011) 34 OSCB 9808

Decisions, Orders and Rulings

11. pursuant to section 127(1)8.3 of the Act, the Respondent resign any position he holds as a director or as an ultimate designated person or a chief compliance officer of an investment fund manager;

12. pursuant to section 127(1)8.4 of the Act, the Respondent is prohibited from becoming or acting as a director or as an ultimate designated person or a chief compliance officer of an investment fund manager for three years and until he completes the PDO exam;

13. pursuant to section 127)(1)8.5 of the Act, the Respondent is prohibited from becoming or acting as an investment fund manager for three years or a promoter for one year;

14. pursuant to section 127(1)9 of the Act, the Respondent pay an administrative penalty of $10,000 to be allocated under section 3.4(2)(b) of the Act to or for the benefit of third parties; and

15. pursuant to section 127.1 of the Act, the Respondent pay a portion of the costs of the Commission’s investigation in the amount of $15,000.

DATED at Toronto this 14th day of September, 2011.

“James E. A. Turner”

September 23, 2011 (2011) 34 OSCB 9809

Decisions, Orders and Rulings

2.2.5 Canadian Derivatives Clearing Corporation and Sino-Forest Corporation et al. – s. 144

IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, c. S.5, AS AMENDED

AND

IN THE MATTER OF CANADIAN DERIVATIVES CLEARING CORPORATION

AND

IN THE MATTER OF SINO-FOREST CORPORATION, ALLEN CHAN, ALBERT IP, ALFRED C.T. HUNG, GEORGE HO AND SIMON YEUNG

ORDER (Section 144)

WHEREAS the securities of Sino-Forest Corporation (the “Issuer”) currently are subject to a temporary cease trade order made by the Chair exercising the powers of the Commission, pursuant to paragraph 2 of subsection 127(1) of the Securities Act, R.S.O. 1990, c. S.5, as amended (the “Act”), on August 26, 2011, and extended until January 25, 2012 pursuant to subsections 127(7) and (8) of the Act (the “Cease Trade Order”), that trading in securities of the Issuer cease;

AND WHEREAS the Cease Trade Order was made based on allegations that, among other things, the Issuer and certain of its officers and directors provided information to the public in documents required to be filed or furnished under Ontario securities laws that may have been false or misleading in a material respect, contrary to the Act;

AND WHEREAS Canadian Derivatives Clearing Corporation (“CDCC”) has made an application pursuant to section 144 of the Act for an order varying the Cease Trade Order in order to allow the holders of outstanding put contracts, issued and cleared by CDCC, and providing for the sale of common shares of the Issuer (the “Put Contracts”), to exercise their rights to sell common shares of the Issuer pursuant to the terms of the Put Contracts, to permit the sellers of the Put Contracts to perform their obligations to purchase common shares of the Issuer pursuant to the terms of the Put Contracts, and to permit CDCC and each of its member firms to perform their obligations under the Rules of CDCC in connection with the exercise and performance of such Put Contracts, including all requisite acts in furtherance thereof;

AND UPON CDCC having represented to the Commission as follows:

1. The Issuer is a federally incorporated corporation having its head office in the Province of Ontario and, up until August 26, 2011, the Issuer had its shares listed for trading on the Toronto Stock Exchange. The Issuer is a reporting issuer under the Act.

2. The applicant, CDCC, is a federally incorporated corporation which acts as the central clearing counterparty for exchange-traded derivative products (options and futures) in Canada. CDCC is the issuer of and clearinghouse for the Put Contracts which were traded on the Montreal Exchange prior to the imposition of the Cease Trade Order.

3. There are approximately 8,993 outstanding Put Contracts which collectively provide for the sale and purchase of approximately 899,300 common shares of the Issuer.

4. As long as the Cease Trade Order remains in place, holders of the outstanding Put Contracts are unable to exercise their rights to sell common shares of the Issuer, the sellers of such Put Contracts are unable to perform their obligations under the Put Contracts and CDCC and its member firms may be precluded from performing their obligations under the Rules of CDCC in respect of the exercise of the Put Contracts as they may be required to take acts in furtherance of the trades by holders and sellers of the Put Contracts upon their exercise.

5. On or about September 9, 2011, CDCC notified its members and asked its members to notify affected clients that CDCC was making application to the Commission to allow the exercise of the Put Contracts and that interested parties, and in particular, writers and holders of the Put Contracts, were invited to make written submissions to CDCC, with a copy to the Commission, with respect to whether CDCC’s application should be granted. The notice also advised members that the order sought may include a condition that limits the relief to holders of outstanding Put Contracts who are not current or former members of management or other insiders of the Issuer.

September 23, 2011 (2011) 34 OSCB 9810

Decisions, Orders and Rulings

6. CDCC will promptly, following the making of this order, notify its members and ask its members to notify affected clients of the fact that this order will permit the exercise of outstanding Put Contracts but (i) will not permit holders of Put Contracts who do not own common shares of the Issuer to purchase such shares in order to make good delivery upon exercise, and (ii) will not permit holders of Put Contracts who are (a) current or former directors or officers of the Issuer or its subsidiaries, or (b) the beneficial owner of, or person who exercises control or direction over, more than 10% of the outstanding common shares of the Issuer and who has nominated or designated any member of the board of directors of the Issuer or who serves (or whose officers or directors serve) as a director or officer of the Issuer, to sell common shares of the Issuer under Put Contracts.

7. Any CDCC member that owns or acts as agent for a person entitled to exercise a Put Option will be required to furnish an affidavit to CDCC and the Commission setting out the terms of the particular contract and confirming the facts in paragraph 6(ii) above.

AND WHEREAS CDCC has broad discretion under the CDCC Rules, subject to the terms of the Cease Trade Order, to address the position of holders of Put Contracts who do not currently own common shares of the Issuer;

AND WHEREAS we have considered the submissions of CDCC and Staff of the Commission and the rationale for the Cease Trade Order, and have concluded that the issue of this order, to the extent reasonably possible, balances a number of competing interests in all the circumstances, and achieves the objective of preserving the integrity of the capital markets;

AND WHEREAS we are satisfied that it would not be prejudicial to the public interest to make this order;

IT IS ORDERED, pursuant to section 144 of the Act, that the Cease Trade Order is hereby varied solely to permit (a) the holders of outstanding Put Contracts issued and cleared by CDCC to exercise their Put Contracts, whether or not such holder is a person described in paragraph 6(i) or 6(ii); (b) the holders of the Put Contracts to sell common shares of the Issuer under the terms of the Put Contracts; (c) the sellers of such Put Contracts to perform their obligations to purchase common shares of the Issuer under the terms of the Put Contracts; and (d) CDCC and its members to carry out their respective obligations under the Rules of CDCC, including all requisite acts in furtherance of the trades described in (a), (b) and (c), provided that this order shall not apply to permit the sale of Issuer common shares by a person described in paragraph 6(i) who does not currently own common shares, or who is an insider or other person described in paragraph 6(ii), and provided further that the Cease Trade Order shall otherwise remain in effect, unamended except as expressly provided in this order.

Dated at Toronto, Ontario this 15th day of September, 2011.

“Mary G. Condon”

“James E. A. Turner”

“Sinan O. Akdeniz”

September 23, 2011 (2011) 34 OSCB 9811

Decisions, Orders and Rulings

2.2.6 Normand Gauthier et al. – s. 127

IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, c. S.5, AS AMENDED

AND

IN THE MATTER OF NORMAND GAUTHIER, GENTREE ASSET MANAGEMENT INC., R.E.A.L. GROUP FUND III (CANADA) LP, AND CANPRO INCOME FUND I, LP

ORDER (Section 127)

WHEREAS on August 15, 2011, the Ontario Securities Commission (the “Commission”) issued a Notice of Hearing for the Commission to consider whether, in the opinion of the Commission, it was in the public interest, pursuant to subsections 127(1), (4), (5), (6), (7) and (8) of the Ontario Securities Act, R.S.O. 1990, c. S.5, as amended (the “Act”), for the Commission to issue a temporary order against the Respondents;

AND WHEREAS on August 17, 2011, on consent of Staff and the Respondents, the Commission ordered, pursuant to section 127 of the Act (the “Temporary Order”) that:

1) pursuant to subsection 127(1)1 of the Act, the registration of Gentree as a dealer in the category of exempt market dealer be suspended;

2) pursuant to subsection 127(1)2 of the Act, all trading in securities of Gentree, R.E.A.L. and CanPro cease;

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

4) pursuant to subsection 127(2) of the Act, the following terms and conditions apply to the Respondents and any other related or connected issuers:

i. Gauthier may not solicit, raise, or accept any funds or capital from investors;

ii. no issuer or registrant related to or connected to Gauthier, including but not limited to Gentree, R.E.A.L. Group Fund III (Canada) LP or CanPro Income Fund I, LP may solicit, raise, or accept any funds or capital from investors;

iii. Gauthier and Gentree may not perform any trades involving any related and/or connected issuer;

iv. Gentree may not assume any new clients of any kind; and

v. no issuer related to or connected to Gauthier may transfer any funds to Gauthier or any person or entity related to or connected to Gauthier;

AND WHEREAS on August 17, 2011, the Commission further ordered that:

1) the Temporary Order shall remain in effect until such further order of the Commission; and

2) the hearing be adjourned to a date no later than August 29, 2011, such date to be agreed to by the parties and fixed by the Office of the Secretary for a hearing or for such other purposes as may be requested;

AND WHEREAS on August 29, 2011, on consent of Staff and the Respondents, the Commission ordered, pursuant to section 127 of the Act that:

1) the Temporary Order shall remain in effect until such further order of the Commission; and

September 23, 2011 (2011) 34 OSCB 9812

Decisions, Orders and Rulings

2) the hearing is adjourned to September 8, 2011 at 1:00 p.m. or to such other date or time to be agreed to by the parties and arranged through the Office of the Secretary for a hearing or for such other purposes as may be requested;

AND WHEREAS on September 8, 2011, Staff and the Respondents agreed in writing to adjourn this matter to September 15, 2011 at 10:00 a.m, and on consent of Staff and the Respondents, the Commission ordered, pursuant to section 127 of the Act that:

1) the Temporary Order shall remain in effect until such further order of the Commission; and

2) the hearing is adjourned to September 15, 2011 at 10:00 a.m. or to such other date or time as may be agreed to by the parties and arranged through the Office of the Secretary for a hearing or for such other purposes as may be requested;

September 23, 2011 (2011) 34 OSCB 9813

Decisions, Orders and Rulings

AND WHEREAS on September 15, 2011, Staff and counsel for the Respondents appeared before the Commission and advised that they consented to the making of this order;

AND WHEREAS the panel of the Commission is of the opinion that it is in the public interest to make this order;

IT IS HEREBY ORDERED, pursuant to section 127 of the Act that:

1) the Temporary Order shall remain in effect until such further order of the Commission; and

2) the hearing is adjourned to September 26, 2011 at 10:00 a.m. or to such other date or time as may be agreed to by the parties and arranged through the Office of the Secretary for a hearing or for such other purposes as may be requested.

DATED at Toronto this 15h day of September, 2011.

“James E. A. Turner”

September 23, 2011 (2011) 34 OSCB 9814

Decisions, Orders and Rulings

2.2.7 Zungui Haixi Corporation – ss. 127(1), 127(5)

IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, c. S.5, AS AMENDED

AND

IN THE MATTER OF ZUNGUI HAIXI CORPORATION

TEMPORARY ORDER (Subsections 127(1) & (5))

WHEREAS it appears to the Ontario Securities Commission (the "Commission") that:

1. Zungui Haixi Corporation (“Zungui”) is a publicly traded company incorporated pursuant to the laws of Ontario and a “reporting issuer” in Ontario, as that term is defined in section 1(1) of the Securities Act, R.S.O. 1990, c. S.5, as amended (the “Act”);

2. Zungui completed its initial public offering by way of a prospectus dated December 11, 2009 on December 21, 2009 raising gross proceeds of $39.8 million;

3. Substantially all of Zungui’s assets and the books and records relevant to these assets, the controlling shareholder (who is also the Chairman), the Chief Executive Officer and the Chief Operating Officer are located in China;

4. Zungui is a holding company and conducts substantially all of its business through its subsidiaries, including Mengshida Shoes Co., Ltd. (“Mengshida”) which generates substantially all of Zungui’s revenues;

5. Zungui owns 100% of the operating entity Mengshida, through its wholly-owned holding companies;

6. Mengshida’s business involves the manufacture and sale of athletic and casual footwear, apparel and accessories, to the Chinese market. Mengshida’s head office and all its operations are located in China;

7. Zungui maintains an administrative office in Toronto for its Chief Financial Officer and a Financial Controller. Zungui has four independent directors, all of whom reside in Ontario;

8. On August 22, 2011, Zungui issued a press release announcing that Zungui's auditor, Ernst & Young LLP (Ernst & Young), has suspended procedures with respect to the audit of Zungui's financial statements for the year ended June 30, 2011 pending further action from Zungui. The press release notes that Ernst & Young's suspension of audit procedures will remain in place until Zungui clarifies and substantiates its position with respect to issues pertaining to the current and prior year which Ernst & Young identified in the course of Ernst & Young's audit work, and that Ernst & Young recommended that the issues identified be addressed by an independent investigation;

9. On August 24, 2011, Zungui filed a material change report in respect of the events described in the August 22, 2011 press release;

10. On September 16, 2011, Zungui issued a further press release which provided that “[t]he concerns raised by Ernst & Young relate in part to inconsistencies in bank documents and the inability to obtain bank confirmations in a manner acceptable to the auditors. The bank balances are one of the largest items on the balance sheet. In addition, Ernst & Young identified issues as to incorrect VAT invoices supporting purchases from certain of the Company's suppliers.”;

11. In the September 16, 2011 press release, Zungui also announced the creation of a Special Committee of the Board of Directors (the “Special Committee”) and that the Special Committee has sought the cooperation and assistance of Yanda Cai, the CEO and a director of Zungui, but that “[i]t is not clear whether such cooperation or the funding necessary for the Special Committee to undertake its investigation will be forthcoming and the Special Committee is considering alternative courses of action.”;

12. Cash consistently represents a substantial portion of Zungui’s assets. Based on the most recently filed financial statements for the interim period ended March 31, 2011, Zungui had $65.3 million of cash representing approximately 52% of Zungui’s assets;

September 23, 2011 (2011) 34 OSCB 9815

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AND WHEREAS the Commission is of the opinion that the time required to conclude a hearing could be prejudicial to the public interest as set out in section 127(5) of the Act;

AND WHEREAS the Commission is of the opinion that it is in the public interest to make this order;

AND WHEREAS by Authorization Order made July 14, 2011, pursuant to subsection 3.5(3) of the Act, each of Howard I. Wetston, James E. A. Turner, Kevin J. Kelly, James D. Carnwath, Mary G. Condon, Paulette L. Kennedy, Vern Krishna, Christopher Portner and Edward P. Kerwin, acting alone, is authorized to exercise the powers of the Commission under the Act, subject to subsection 3.5(4) of the Act, to make orders under section 127 of the Act;

IT IS HEREBY ORDERED that, pursuant to paragraph 2 of section 127(1) of the Act, all trading in the securities of Zungui, whether direct or indirect, shall cease;

IT IS FURTHER ORDERED that, pursuant to section 127(6) of the Act, this order shall take effect immediately and shall expire on the fifteenth day after its making unless extended by order of the Commission.

DATED at Toronto this 16th day of September, 2011.

“James Turner” Vice-Chair

September 23, 2011 (2011) 34 OSCB 9816

Decisions, Orders and Rulings

2.2.8 Outlook Resources Inc. – s. 144

Headnote

Section 144 – application for variation of cease trade order – issuer cease traded due to failure to file with the Commission annual financial statements – issuer has applied for a variation of the cease trade order to permit the issuer to proceed with a Plan of Arrangement under the Companies' Creditors Arrangement Act – partial revocation granted subject to conditions.

Applicable Legislative Provisions

Securities Act, R.S.O., 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 OUTLOOK RESOURCES INC.

ORDER (Section 144)

WHEREAS the securities of Outlook Resources Inc. (the “Applicant”) are subject to a temporary cease trade order made by the Director dated April 4, 2011 under paragraph 2 of subsection 127(1) and subsection 127(5) of the Act and a further cease trade order issued by the Director dated April 15, 2011 pursuant to subsection 127(1) of the Act (together, the “Cease Trade Order”) directing that all trading in securities of the Applicant, whether direct or indirect, cease until the Cease Trade Order is revoked;

AND WHEREAS the Applicant has applied to the Ontario Securities Commission (the “Commission”) pursuant to section 144 of the Act (the “Application”) for a partial revocation of the Cease Trade Order;

AND WHEREAS the Applicant has represented to the Commission that:

1. The Applicant was incorporated pursuant to the Business Corporations Act (Ontario) on December 18, 1984 under the name Hyball Explorations Inc. Articles of Amendment, changing the name to Findore Minerals Inc., were filed on April 22, 1986. Articles of Amendment, changing the name to Cantex Energy Inc. and the minimum and maximum number of directors, were filed on December 17, 1997. Articles of Amendment, changing the name to Outlook Resources Inc. and the authorized capital, were filed on December 6, 2000.

2. The Applicant’s registered and head office is located at 40 King Street West, Suite 3100, Toronto, Ontario, M5H 3Y2.

3. The Applicant is a reporting issuer in Ontario, Alberta and British Columbia.

4. As of the date hereof, the authorized capital of the Applicant consists of an unlimited number of common shares (the “Common Shares”) of which 207,481,977 are issued and outstanding. There are also 57,915,000 outstanding warrants, broker warrants and compensation options, 17,290,000 of which entitle the holder to purchase a Common Share at $0.10 until October 30, 2011, 4,625,000 of which entitle the holder to purchase a Common Share at $0.10 until November 2, 2011, and 36,000,000 of which entitle the holder to purchase a Common Share at $0.10 until December 15, 2012.

5. The Applicant does not have any securities listed or quoted on any exchange or market in Canada or elsewhere, other than the Common Shares which are suspended from trading on the NEX board of the TSX Venture Exchange (“TSXV”) under the symbol “OLR.H”.

6. The Cease Trade Order was issued by the Commission as a result of the Applicant’s failure to file its audited annual financial statements, management’s discussion and analysis, and certification of annual filings for the fiscal year ended November 30, 2010 within the time prescribed by securities legislation (collectively, the “2010 Annual Filings”).

7. The failure to file the 2010 Annual Filings arose as a consequence of financial hardship following which the Applicant was unable to pay the fees of various service providers, including its auditors.

September 23, 2011 (2011) 34 OSCB 9817

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8. In addition to the 2010 Annual Filings, the Applicant has subsequently failed to file its interim unaudited financial statements, interim management’s discussion and analysis, and certification of interim filings, for the interim period ended February 28, 2011 and the interim period ended May 31, 2011 (together with the 2010 Annual Filings, the “Financial Disclosures”).

9. The Applicant is also subject to a cease trade order issued by the British Columbia Securities Commission (“BCSC”) dated April 7, 2011 and a cease trade order by the Alberta Securities Commission (“ASC”) dated July 14, 2011. The Applicant is concurrently applying to the BCSC for a partial revocation of the cease trade order issued in that jurisdiction.

10. The Applicant is seeking to effect a private placement of convertible securities (the “Financing”) to raise up to $1 million to enable the Applicant to bring itself into compliance with its continuous disclosure obligations and to fund expenses as more particularly outlined below. The Financing will be conducted on a prospectus exempt basis with subscribers who are accredited investors (as such term is defined in National Instrument 45-106 Prospectus and Registration Exemptions) resident in Canada (each a “Potential Investor”). The Financing will entail a private placement of convertible debentures (the “Securities”) for aggregate proceeds of up to $1 million on terms that will be negotiated with the subscribers who are interested in participating in the Financing.

11. If a related party participates in the Financing, the Financing would constitute a related party transaction within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”) and the Applicant intends to rely on the financial hardship exemption under MI 61-101.

12. The Applicant has been in negotiations with Climate Change Infrastructure Corporation (“CCIC”), a private holding company and a financial solution provider focused on the low-carbon, water constrained, alternative energy and efficiency marketplace, for over six (6) months to work out a deal involving the merger of the Applicant with CCIC on some business terms. It is anticipated that through a merger on some basis, CCIC will effect a reverse takeover of the Applicant (the “CCIC Transaction”). The CCIC Transaction will be dependent upon the Applicant raising the Financing and the companies developing their businesses and preparing the appropriate disclosure documentation for delivery to the shareholders of the Applicant for approval of the CCIC Transaction.

13. The following is a breakdown of the use of proceeds of the Financing based upon raising up to $500,000 and up to $1,000,000 as follows:

Explanation $500,000 $1,000,000

Fees and penalties for late filing of financial disclosures and costs associated with $50,000 $50,000 finalizing the Financial Disclosures and the lifting of the Cease Trade Order

Fees and expenses associated with the Financing and the CCIC Transaction $140,000 $200,000

Corporate expenses relating to the Applicant for completion of CCIC Transaction $50,000 $100,000

Corporate expenses of CCIC pending completion of CCIC Transaction $50,000 $100,000 Advancement of Fertilizer Business, Fish Farm Business and CCIC projects and $210,000 $550,000 working capital

14. The Applicant reasonably believes that the proceeds of the Financing will be sufficient to bring its continuous disclosure obligations up to date and pay all related outstanding fees and provide it with sufficient funds to complete the CCIC Transaction.

15. As the Financing would involve a trade of securities and acts in furtherance of trades, the Financing could not be completed without a partial revocation of the Cease Trade Order. As the CCIC Transaction would involve a trade of securities and acts in furtherance of trades, the CCIC Transaction could not be completed without a partial revocation of the Cease Trade Order.

16. The Financing will be completed in accordance with all applicable laws.

17. Prior to the completion of the Financing and the CCIC Transaction, each Potential Investor resident in Canada and CCIC and its security holders will:

(a) receive:

September 23, 2011 (2011) 34 OSCB 9818

Decisions, Orders and Rulings

i. a copy of the Cease Trade Order; and

ii. a copy of the partial revocation order for which this application has been made; and

(b) provide signed and dated acknowledgements which clearly state that all of the Applicant’s securities, including the Securities issued in connection with the Financing and the CCIC Transaction, will remain subject to the Cease Trader Order, and that the issuance of a partial revocation order does not guarantee the issuance of a full revocation order in the future.

18. 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, subject to the deficiencies outlined above.

19. Upon issuance of the partial revocation order, the Applicant will issue a press release announcing the partial revocation order, the intention to complete the Financing and the intention to sign a letter of intent or memorandum of understanding with in respect to the CCIC Transaction. Upon negotiation of the terms of the Financing and completion of the first closing of the Financing, the Applicant will issue a press release and file a material change report. If the terms of the CCIC Transaction can be negotiated, upon execution of a letter of intent or memorandum of understanding, the Applicant will issue a press release and file a material change report.

20. The Applicant intends to file the Financial Disclosures on SEDAR within a reasonable time following the closing of the first tranche of the Financing to bring its continuous disclosure record up to date.

21. Following the filing of the Financial Disclosures, the Applicant intends to apply to the Commission and to the BCSC and the ASC for a full revocation of, respectively, the Cease Trade Order and the cease trade orders detailed above.

22. The Applicant undertakes that it will hold its annual general meeting of shareholders within three (3) months of the date that the Cease Trade Order is revoked in full.

23. The Applicant has undertaken to the Commission that, in the event it convenes a meeting of shareholders within twelve (12) months of the date of this partial revocation order to consider and approve the CCIC Transaction or any transaction involving a reverse takeover, merger, amalgamation or other form of combination of transaction similar to any of the foregoing, the Applicant will deliver to the Commission a copy of the information circular relating to such meeting not less than twenty (20) days prior to the date such information circular is delivered to the shareholders.

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

AND UPON the Director being satisfied that to do so would not be prejudicial to the public interest;

IT IS ORDERED pursuant to section 144 of the Act that the Cease Trade Order be and is hereby partially revoked solely to permit trades and acts in furtherance of trades in securities of the Applicant that are necessary for and in connection with the Financing and the CCIC Transaction, provided that:

(a) prior to the completion of the Financing and the CCIC Transaction, each Potential Investor resident in Canada and CCIC and its security holders will:

i. receive a copy of the Cease Trade Order;

ii. receive a copy of this partial revocation order; and

iii. provide signed and dated acknowledgements which clearly state that all of the Applicant’s securities, including the Securities issued in connection with the Financing and the CCIC Transaction, will remain subject to the Cease Trader Order, and that the issuance of a partial revocation order does not guarantee the issuance of a full revocation order in the future.

(b) The Applicant undertakes to make available copies of the written acknowledgements referred to in paragraph (a)iii. to staff of the Commission on request; and

(c) this Order will terminate on the earlier of the closing of the Financing and the CCIC Transaction and 120 days from the date hereof.

DATED at Toronto, Ontario on this 15th day of September, 2011.

September 23, 2011 (2011) 34 OSCB 9819

Decisions, Orders and Rulings

“Michael Brown” Assistant Manager, Corporate Finance Ontario Securities Commission

September 23, 2011 (2011) 34 OSCB 9820

Decisions, Orders and Rulings

2.2.9 Maitland Capital Ltd. et al. – s. 127

IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, c. S.5, AS AMENDED

AND

IN THE MATTER OF MAITLAND CAPITAL LTD., ALLEN GROSSMAN, HANOCH ULFAN, LEONARD WADDINGHAM, RON GARNER, GORD VALDE, MARIANNE HYACINTHE, DIANNA CASSIDY, RON CATONE, STEVEN LANYS, ROGER MCKENZIE, TOM MEZINSKI, WILLIAM ROUSE AND JASON SNOW

ORDER (Section 127)

WHEREAS on January 24, 2006, the Ontario Securities Commission (the “Commission”) ordered pursuant to subsection 127(5) of the Securities Act, R.S.O. 1990, c. S.5, as amended (the “Act”) that forthwith for a period of 15 days from the date thereof: (a) all trading by Maitland Capital Ltd. (“Maitland”) and its officers, directors, employees and/or agents in securities of Maitland shall cease; (b) the Respondents cease trading in all securities; and (c) any exemptions in Ontario securities law do not apply to the Respondents (the “Temporary Order”);

AND WHEREAS pursuant to subsections 127(1) and 127(5) of the Act, a hearing was scheduled for February 8, 2006 at 2:00 p.m. (the “Hearing”);

AND WHEREAS on February 8, 2006, Staff filed the affidavit of Sabine Dobell sworn February 2, 2006 and the affidavit of Bryan Gourlie sworn November 7, 2005 in support of Staff’s request to extend the Temporary Order;

AND WHEREAS on February 28, 2006, the Commission ordered pursuant to subsection 127(7) of the Act that: (a) the Hearing be adjourned to April 19, 2006 at 9:30 a.m.; and (b) the Temporary Order be extended until April 19, 2006;

AND WHEREAS on April 19, 2006, the Commission ordered pursuant to subsection 127(7) of the Act that: (a) the Hearing be adjourned to May 29, 2006; (b) the Temporary Order is extended until May 29, 2006; and (c) Staff provide disclosure to the Respondents by April 28, 2006;

AND WHEREAS on May 29, 2006, the Commission ordered pursuant to subsection 127(7) of the Act that: (a) the Hearing be adjourned to June 28, 2006; and (b) the Temporary Order be extended until June 28, 2006;

AND WHEREAS counsel for Maitland and Allen Grossman (“Grossman”), counsel for Hanoch Ulfan (“Ulfan”) and counsel for Steven Lanys did not oppose an extension of the Temporary Order;

AND WHEREAS Tom Mezinski and William Rouse have not appeared although duly served with the Temporary Order, the Notice of Hearing and Statement of Allegations as evidenced by the affidavits of service filed as exhibits in this proceeding;

AND WHEREAS Marianne Hyacinthe appeared before the Commission on February 8, 2006 and received a copy of the Order dated February 8, 2006 but did not appear before the Commission on February 28, 2006, April 19, 2006, May 29, 2006, June 28, 2006 or September 12, 2006 although served with notice of this proceeding;

AND WHEREAS Staff has advised that two Respondents, namely Ron Catone and Jason Snow, have never been located and have never been served in this matter notwithstanding attempts at service as evidenced by the affidavits of attempted service filed as exhibits in this proceeding;

AND WHEREAS on May 19, 2006, the Commission authorized the commencement of a section 122 proceeding in the Ontario Court of Justice against Grossman, Ulfan and Maitland;

AND WHEREAS Maitland, Grossman and Ulfan brought applications returnable September 12, 2006 to adjourn the section 127 proceeding against Grossman, Ulfan and Maitland pending completion of the section 122 proceeding;

September 23, 2011 (2011) 34 OSCB 9821

Decisions, Orders and Rulings

AND WHEREAS on September 12, 2006, Ulfan and Grossman undertook not to act as an officer or director of either a reporting issuer or a registrant until the conclusion of the section 127 proceedings and the Commission ordered: (i) the hearing be adjourned until judgment is rendered in the section 122 proceeding; (ii) the Temporary Order be extended until the conclusion of the hearing; and (iii) a hearing be scheduled within four to eight weeks of judgment being rendered in the section 122 proceeding;

AND WHEREAS on March 23, 2011, Justice Sparrow of the Ontario Court of Justice found Grossman, Ulan and Maitland guilty on 10 counts of breaching Ontario securities laws;

AND WHEREAS on May 4, 2011, Justice Sparrow of the Ontario Court of Justice sentenced Grossman and Ulfan each to 21 months in jail and two years of probation for breaches of Ontario securities laws and fined Maitland $1 million;

AND WHEREAS on May 27, 2011, Staff amended the Notice of Hearing and Statement of Allegations to rely upon previous decisions of the Alberta Securities Commission, the Saskatchewan Financial Services Commission and the Ontario Court of Justice involving Maitland and some of the Respondents;

AND WHEREAS all the Respondents except Ulfan, Jason Snow, Ron Catone, William Rouse, Tom Mezinski and Marianne Hyacinthe have been duly served with the Amended Notice of Hearing and Amended Statement of Allegations dated May 27, 2011 as evidenced by the affidavits of service filed in this proceeding;

AND WHEREAS on June 28, 2011, Dianna Cassidy, Ron Garner, counsel for Leonard Waddingham, counsel for Steven Lanys and Staff all appeared before the Commission and Staff provided each of these Respondents with further disclosure (the “Disclosure”);

AND WHEREAS on June 28, 2011, the Commission ordered the title of proceeding be amended to change “Hanouch Ulfan” to “Hanoch Ulfan”;

AND WHEREAS on June 28, 2011, the Commission ordered the Hearing in respect of Grossman, Ulfan and Maitland to proceed in writing;

AND WHEREAS on June 28, 2011, the Commission ordered the Hearing in respect Leonard Waddingham, Dianna Cassidy and Ron Garner be adjourned to September 2, 2011 at 10:00 a.m. to consider a possible agreed statement of facts and appropriate sanctions;

AND WHEREAS on July 28, 2011, Staff filed written submissions setting out the final Order under subsection 127(10) sought against Grossman, Ulfan and Maitland;

AND WHEREAS on September 2, 2011, Staff filed a Notice of Withdrawal as against Jason Snow, Ron Catone, Roger McKenzie and Marianne Hyacinthe;

AND WHEREAS Staff and counsel for Steve Lanys consented to hearing dates commencing on February 15 and continuing on February 16 and 17, 2012;

AND WHEREAS on September 2, 2011, Staff filed four separate agreed statements of fact and Staff, counsel for Gord Valde and counsel for Leonard Waddingham, Ron Garner and Dianna Cassidy made submissions as to the appropriate sanctions against each of these respondents;

AND WHEREAS the Commission reserved its decision as to the appropriate sanctions to be ordered against each of Gord Valde, Leonard Waddingham, Ron Garner and Dianna Cassidy;

AND WHEREAS the Commission considers it to be in the public interest to make this Order;

IT IS ORDERED that the hearing in respect of Steven Lanys, William Rouse and Tom Mezinski shall commence on February 15 and continue on February 16 and 17, 2012; and

IT IS FURTHER ORDERED that the title of proceeding be amended to change “Diana Cassidy” to “Dianna Cassidy”.

DATED at Toronto this 2nd day of September, 2011.

“James E. A. Turner”

September 23, 2011 (2011) 34 OSCB 9822

Decisions, Orders and Rulings

2.2.10 FundSERV Inc. – s. 144

Headnote

Application under section 144 of the Securities Act (Ontario) (OSA) to vary and restate the interim order of FundSERV Inc. (FundSERV) to extend its interim exemption, which exempts OCC under section 147 of the OSA on an interim basis from recognition as a clearing agency under subsection 21.2(0.1) of the OSA.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 21.2(0.1), 147, 144

IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, CHAPTER S.5, AS AMENDED (the Act)

AND

IN THE MATTER OF FUNDSERV INC.

ORDER (Section 144 of the Act)

WHEREAS the Ontario Securities Commission (Commission) issued an interim order dated March 1, 2011, pursuant to section 147 of the Act, exempting FundSERV Inc. (FundSERV) from the requirement to be recognized as a clearing agency under subsection 21.2(0.1) of the Act (“Interim Order”);

AND WHEREAS the Interim Order will terminate on September 1, 2011 unless extended by order of the Commission;

AND WHEREAS FundSERV has filed an application dated August 22, 2011 with the Commission pursuant to section 144 of the Act requesting that the Commission vary and restate the Interim Order;

AND WHEREAS the Commission has determined that it is not prejudicial to the public interest to issue this order that varies and restates the Interim Order;

IT IS ORDERED, pursuant to section 144 of the Act, that the Interim Order be varied and restated as follows:

IN THE MATTER OF THE SECURITIES ACT R.S.O. 1990, CHAPTER S.5, AS AMENDED (the Act)

AND

IN THE MATTER OF FUNDSERV INC.

ORDER (Section 147 of the Act)

WHEREAS FundSERV Inc. (FundSERV) had filed an application dated February 18, 2011 (February Application) with the Ontario Securities Commission (Commission) pursuant to section 147 of the Act requesting an interim order exempting FundSERV from the requirement to be recognized as a clearing agency under section 21.2 of the Act.

AND WHEREAS the Commission had granted such order dated March 1, 2011(Order);

AND WHEREAS the Order will terminate on September 1, 2011 unless extended by order of the Commission;

September 23, 2011 (2011) 34 OSCB 9823

Decisions, Orders and Rulings

AND WHEREAS FundSERV has filed an application dated August 22, 2011 (August Application) with the Commission pursuant to section 144 of the Act requesting that the Commission vary and restate the Order to extend the termination date;

AND WHEREAS FundSERV has represented to the Commission that:

1. FundSERV is a Canadian corporation with its head office located in Toronto, Ontario;

2. FundSERV is a leading provider of electronic business services to the Canadian investment fund industry;

3. FundSERV’s core service is to provide the network infrastructure for its customers to place and reconcile orders through efficient, secure data exchange, and, for those who so elect, to enable them to settle orders through a payment exchange handled by the Royal Bank of Canada through the Large-Value Transfer System operated by the Canadian Payments Association;

4. FundSERV operates on a cost-recovery basis, serving more than 700 organizations and their business units and providing online access to over 10,000 investment fund instruments;

5. FundSERV’s business model does not involve credit enhancement, the assumption of counter-party risk, novation or custody;

6. While FundSERV has developed robust and reliable business continuity systems, market participants can and do transact without FundSERV’s assistance;

7. FundSERV also supports the customer staffed committees and working groups that address issues and develop electronic data and security standards for the industry; and

8. FundSERV is transparent to the industry participants and responsive to any information request from the Commission.

AND WHEREAS subsection 21.2(0.1) of the Act prohibits a clearing agency (as defined in the Act) from carrying on business in Ontario unless it is recognized by the Commission as a clearing agency or exempted by the Commission;

AND WHEREAS FundSERV is in the process of filing a full application to the Commission for a subsequent order (Subsequent Order) exempting FundSERV from the requirement to be recognized as clearing agency under section 147 of the Act or seeking recognition under subsection 21.2(0.1) of the Act;

AND WHEREAS FundSERV has committed to working with Commission staff to complete the final application process in a timely manner;

AND WHEREAS based on the February Application, the August Application and the representations FundSERV has made to the Commission, the Commission has determined that varying the Order would not be prejudicial to the public interest;

IT IS HEREBY ORDERED by the Commission that, pursuant to section 147 of the Act, FundSERV is exempt on an interim basis from recognition as a clearing agency under section 21.2 of the Act;

PROVIDED THAT the Order shall terminate on the earlier of (i) May 1, 2012 or (ii) the effective date of the Subsequent Order.

DATED March 1, 2011, as varied on August 30, 2011

“Paulette L. Kennedy”

“Margot C. Howard”

September 23, 2011 (2011) 34 OSCB 9824

Decisions, Orders and Rulings

2.2.11 Peter Beck et al.

IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, c. S.5, AS AMENDED

AND

IN THE MATTER OF PETER BECK, SWIFT TRADE INC. (continued as 7722656 Canada Inc.), BIREMIS, CORP., OPAL STONE FINANCIAL SERVICES S.A., BARKA CO. LIMITED, TRIEME CORPORATION and a limited partnership referred to as “ANGUILLA LP”

ORDER

WHEREAS on March 23, 2011, the Ontario Securities Commission (the “Commission”) issued a Notice of Hearing and a Statement of Allegations in this matter pursuant to sections 127 and 127.1 of the Securities Act, R.S.O. 1990, c. S.5, as amended;

AND WHEREAS on April 13, 2011, Staff and counsel for the Respondents attended before the Commission for a first appearance on this matter, and the Commission ordered that a confidential pre-hearing conference be scheduled through the Office of the Secretary on a date to be agreed to by Staff and counsel for the Respondents, and that the hearing be adjourned to Wednesday, July 20, 2011 at 10:00 a.m., or to such other date as may be agreed to by the parties and fixed by the Office of the Secretary, for the purpose of addressing scheduling and any other procedural matters or for such other purposes as the Panel hearing the matter may determine;

AND WHEREAS on July 19, 2011, the Commission issued a Notice of Hearing setting the matter down to be heard on September 20 and 21, 2011 at 10:00 a.m. to consider whether, in the opinion of the Commission, it is in the public interest for the Commission to issue a Temporary Order pursuant to subsections 127(1), (4), (5), (6), (7) and (8) of the Act;

AND WHEREAS on July 20, 2011, Staff requested that a schedule be set for the hearing for a Temporary Order, and counsel for the Respondents requested that the matter be adjourned in order to allow for the delivery of Staff’s materials and for the Respondents to review them and obtain instructions in relation to the relief being sought by Staff;

AND WHEREAS at the request of the Commission, Staff and counsel for the Respondents consulted with respect to dates for the hearing of the application for a Temporary Order and the hearing on the merits, and the Commission ordered that the hearing of the application for the Temporary Order be held on January 18, 19, 20, and 23, 2012, at the Offices of the Commission;

AND WHEREAS the Commission ordered that a confidential pre-hearing conference be held on September 1, 2011 at 11:00 a.m. to address scheduling for the hearing on the merits, and any other matters that Staff and counsel for the Respondents wish to raise;

AND WHEREAS on September 1, 2011, Staff and counsel for the Respondents appeared before the Commission for a pre-hearing conference, and made submissions with respect to a timetable for the hearing for the Temporary Order;

AND WHEREAS the Commission is of the opinion that it is in the public interest to make this order;

IT IS HEREBY ORDERED THAT:

1. The parties are to comply with the following timetable for the delivery of material and other interim steps in respect of the hearing for the Temporary Order, which timetable may be varied on consent of the parties or by further Order of the Commission:

a. October 11, 2011: The Respondents are to advise of their intent to call expert evidence, the number of experts and the issue(s) to be addressed by the expert(s);

b. October 17, 2011: The Respondents to deliver responding fact evidence;

c. October 31, 2011: Staff to deliver reply fact evidence, if any;

September 23, 2011 (2011) 34 OSCB 9825

Decisions, Orders and Rulings

d. November 10, 2011: The Respondents to deliver expert evidence, if any;

e. December 12, 2011: Staff to deliver responding expert evidence, if any;

f. December 19, 2011: Staff to deliver its factum;

g. January 9, 2012: Respondents to deliver their factum;

h. January 13, 2012: Staff to deliver its reply factum, if any;

i. January 18-20 and January 23, 2012: Hearing of the application for the Temporary Order;

IT IS FURTHER ORDERED that a confidential pre-hearing conference will take place on September 19, 2011 at 4:00 p.m. to address scheduling for the hearing on the merits, and any other matters that Staff and counsel for the Respondents wish to raise.

DATED at Toronto this 1st day of September, 2011. “James E. A. Turner”

September 23, 2011 (2011) 34 OSCB 9826

Decisions, Orders and Rulings

2.2.12 Petroflow Energy Ltd. – s. 144 4. The Filer is authorized to issue an unlimited number of common shares (Petroflow Common Headnote Shares) and preferred shares of which 29,549,894 Petroflow Common Shares and no Section 144 – application for variation of cease trade order preferred shares are currently issued and – issuer cease traded due to failure to file with the outstanding. There are also approximately Commission annual financial statements – issuer has 11,450,500 stock options to acquire Petroflow applied for a variation of the cease trade order to permit the Common Shares outstanding. The Filer has no issuer to proceed with a Plan under Chapter 11 of the other outstanding securities (including debt United States Bankruptcy Code - partial revocation granted securities). subject to conditions. 5. The Petroflow Common Shares are held by Applicable Legislative Provisions shareholders in all of the jurisdictions of Canada, the United States and elsewhere. Securities Act, R.S.O. 1990, c. S. 5, as am., ss. 127, 144. Business and Operations of The Filer and Its IN THE MATTER OF Subsidiaries THE SECURITIES ACT, R.S.O. 1990, CHAPTER S. 5, AS AMENDED 6. The assets of the Filer consist almost exclusively (the Act) of equity interest in its wholly-owned subsidiary, North American Petroleum Corporation USA AND (NAPCUS). NAPCUS has one wholly-owned subsidiary, Prize Petroleum LLC (Prize). IN THE MATTER OF PETROFLOW ENERGY LTD. 7. NAPCUS was incorporated in the state of Delaware in April, 2005. Prize is a limited liability ORDER company that was incorporated in Oklahoma in (Section 144) September, 2006.

WHEREAS the securities of Petroflow Energy Ltd. 8. The Filer, NAPCUS and Prize (jointly, the (the Filer) are subject to a temporary cease trade order Debtors) operate an independent exploration and issued by the Director on April 21, 2010 pursuant to production company that is predominantly subsections 127(1) and 127(5) of the Act and a further engaged in unconventional well drilling operations cease trade order issued by the Director on May 3, 2010 for natural gas extraction in Oklahoma. Virtually pursuant to subsection 127(1) of the Act (together the all operations of the Debtors were pursuant to a Ontario CTO), directing that all trading in the securities of farmout agreement with an arms' length third party the Filer cease until further order by the Director; (Third Party).

AND WHEREAS the Filer has applied to the 9. As a result of disputes with the Third Party, the Ontario Securities Commission (the Commission) for an Debtors' revenues were withheld. This, together order pursuant to section 144 of the Act (the Application) with a series of unforeseen events strained the for a partial revocation of the Ontario CTO; Debtors' ability to comply with financial covenants under credit agreements with its secured bank AND WHEREAS the Filer has represented to the lenders. Commission that: 10. During the summer of 2008 through 2009, the The Filer United States oil and natural gas industry experienced a decline, with natural gas prices 1. The Filer was continued under the Canada declining, which negatively affected the Debtors’ Business Corporations Act as Atlantic Gold Mines profit margins. Limited on July 26, 1994 (and changed its name to Petroflow Energy Ltd. on September 22, 1997). 11. In April 2011, NAPCUS reached a settlement with the Third Party and, effective June 1, 2011, 2. The head office of the Filer is in Tulsa, Oklahoma. transferred certain of its property to that party in Its registered office is in Calgary, Alberta. exchange for cash, which was used to fully satisfy claims of secured creditors arising from its bank 3. The Filer is a reporting issuer under the securities indebtedness. legislation of Alberta, British Columbia and Ontario (the Reporting Jurisdictions). It is not a 12. NAPCUS retains certain oil and gas assets reporting issuer in any other jurisdiction in consisting primarily of shallow rights and net Canada. operating losses. The Debtors propose to conduct operations on these oil and gas assets going forward.

September 23, 2011 (2011) 34 OSCB 9827

Decisions, Orders and Rulings

The Cease Trade Order 21. On July 29, 2011, the Debtors obtained an order from the U.S. Court that, among other things, the 13. The Cease Trade Order was issued in response to Disclosure Statement (as amended) and other the failure of the Filer to file with the Ontario materials related to solicitation of acceptance of Securities Commission annual audited financial the Plan, including related solicitation materials, statements, annual management discussion and contain adequate information within the meaning analysis and certification of annual filings for the of Section 1125 of the Bankruptcy Code. year ended December 31, 2009 (collectively, the Filings). 22. The interests of holders of the Petroflow Common Shares are represented by the Official Committee 14. The Filer is also currently subject to cease trade of Equity Security Holders of the Debtors. This orders issued by the Alberta Securities Committee has taken steps to ensure that Commission on April 12, 2010 and the British shareholders of the Filer have access to the Columbia Securities Commission on April 21, Chapter 11 Plan, the Disclosure Statement and 2010. solicitation documents in respect of the Plan.

15. As a result of the failure to file Filings, the Filer is 23. The Chapter 11 Plan was approved by 100% of not up to date in its continuous disclosure the creditors of the Filer and NAPCUS who voted obligations and remains in default of the on the Plan, with the deadline for voting being requirements of the Act and the regulations under September 2, 2011. the Act. 24. The Chapter 11 Plan was approved by the Board Delisting of Directors of the Filer on June 22, 2011.

16. The Petroflow Common Shares have been 25. The Chapter 11 Plan was approved at a delisted from trading on the TSX and NYSE Amex. confirmation hearing held before the U.S. Court on The securities of the Filer are not listed or quoted September 14, 2011. on any other exchange or marketplace in Canada or elsewhere. 26. An application will be made on September 19, 2011 under the CCAA for recognition of the order The Plan Under The United States Bankruptcy Act and obtained in the U.S. Court at the confirmation Recognition Under the Companies' Creditors hearing. Arrangement Act 27. On the Chapter 11 Plan becoming effective, 17. In light of certain actions taken by the Third Party NAPCUS, as reorganized in accordance with the and the Debtors' then existing financial position, Plan (reorganized NAPCUS) will be the surviving NAPCUS and Prize filed a voluntary petition for entity post-bankruptcy. relief under Chapter 11 of Title 11 of the United States Bankruptcy Code (Bankruptcy Code) on 28. All of the securities of the Filer will be cancelled. May 25, 2010. 29. As part of the reorganization of the Debtors under 18. In order to fully restructure the Debtors' debt the Chapter 11 Plan, the following securities of obligations and strengthen their going forward reorganized NAPCUS will be issued pursuant to operations, the Filer filed a voluntary petition with the prospectus exemption in s. 2.11 of National the United States Bankruptcy Court for the District Instrument 45-106 Prospectus and Registration of Delaware (U.S. Court) under Chapter 11 of the Exemptions: Bankruptcy Code on August 20, 2010. (a) series A convertible preferred shares will 19. On September 14, 2010 the Filer applied to the be issued to certain investors in Court of Queen's Bench of Alberta, Judicial reorganized NAPCUS; District of Calgary, and obtained a recognition order of the Chapter 11 case of the Filer and (b) series B convertible preferred shares of certain other relief under section 47 of the NAPCUS or cash will be issued or paid, Companies' Creditors Arrangement Act, Canada as applicable, to unsecured creditors of (CCAA). reorganized NAPCUS, although there is an aggregate limit of $500,000 of cash 20. On June 24, 2011, a joint Chapter 11 Plan of the available for these claims; Debtors was submitted for approval with the U.S. Court, together with a Disclosure Statement. The (c) series C convertible preferred shares will Debtors filed an amended Disclosure Statement be issued to unsecured creditors of the and Plan on July 22, 2011. Filer;

September 23, 2011 (2011) 34 OSCB 9828

Decisions, Orders and Rulings

(d) common shares of reorganized NAPCUS 38. No significant objection has been raised with will be issued under a management respect to the Chapter 11 Plan. equity plan; Investment Commitment (e) common shares of reorganized NAPCUS will be issued to holders of 250,000 or 39. The Debtors have obtained commitments from more Petroflow Common Shares; and certain investors to provide $3 million to reorganized NAPCUS, in accordance with the (f) all other shareholders of the Filer will be Plan, in exchange for the issuance by reorganized entitled to receive either common shares NAPCUS of series A convertible preferred shares. of reorganized NAPCUS or cash. 40. The Filer believes it is in the best interest of 30. Immediately following the implementation of the shareholders and creditors of the Debtors to have Chapter 11 Plan, there will be fewer than 15 the Chapter 11 Plan implemented and for securityholders of reorganized NAPCUS in each reorganized NAPCUS to emerge promptly from jurisdiction in Canada and fewer than 50 Chapter 11, as emergence will preserve the securityholders of reorganized NAPCUS in total in going-concern value of the Debtors' remaining Canada. assets.

31. The shares of NAPCUS issued in accordance with 41. The Chapter 11 Plan cannot be implemented the Plan will be subject to transfer restrictions. without a partial revocation of the Cease Trade Order, to allow for the cancellation of all securities 32. On the Chapter 11 Plan becoming effective, no of the Filer. securities of reorganized NAPCUS will be traded on a marketplace in Canada or elsewhere. 42. The Filer is concurrently seeking an order from the Reporting Jurisdictions that the Cease Trade 33. All shareholders of the Filer will ultimately be Order applicable in the Reporting Jurisdictions be entitled to receive the same value for their shares partially revoked to permit: of the Filer, although value may be delivered at different times. (a) The cancellation of the Filer’s outstanding securities in connection with 34. In accordance with the Plan, holders of 250,000 or the implementation of the Chapter 11 more Petroflow Common Shares will receive one Plan; and share of reorganized NAPCUS for each share of the Filer held, immediately upon the effectiveness (b) All other acts in furtherance of the of the Plan. The threshold number of shares may Chapter 11 Plan that may be considered be adjusted to ensure that NAPCUS remains a to fall within the definition of “trade” within private, non-reporting company, for purposes of the meaning of the Act. United States' securities laws. 43. Upon implementation of the Chapter 11 Plan, 35. Pursuant to the Plan, holders of fewer than NAPCUS will become a reporting issuer in 250,000 Petroflow Common Shares (Petroflow Ontario, British Columbia and Alberta on the Other Interests) will be entitled to receive, at the exchange of its securities with holders of Petroflow option of reorganized NAPCUS, no later than the Common Shares. NAPCUS intends to second anniversary of the effective date of the subsequently make an application to cease to be Plan, either their share of reorganized NAPCUS a reporting issuer in each jurisdiction in which it is common shares or cash. a reporting issuer.

36. The board of reorganized NAPCUS will be AND UPON considering the Application and the required to meet formally every six months to recommendation of the staff of the Commission; determine whether to continue to defer the distribution to holders of Petroflow Other Interests. AND UPON the Director being satisfied to do so Notice of the determinations of the board shall be would not be prejudicial to the public interest; communicated through the website of reorganized NAPCUS or by similar means. IT IS ORDERED, pursuant to section 144 of the Act, that the Ontario CTO is partially revoked solely to 37. If common shares of reorganized NAPCUS are permit trades in securities of the Filer (including for greater issued to holders of Petroflow Other Interests in certainty, acts in furtherance of trades in securities of the accordance with the Plan, reorganized NAPCUS Filer), being the cancellation of all securities of the Filer in will qualify the distribution of such shares under a connection with the Chapter 11 Plan, provided that a prospectus filed in the Reporting Jurisdictions and recognition order under the CCAA is issued in respect of in accordance with applicable securities law. the order of the U.S. Court approving the Chapter 11 Plan.

September 23, 2011 (2011) 34 OSCB 9829

Decisions, Orders and Rulings

DATED at Toronto this 20th day of September, 2.2.13 Alexander Christ Doulis et al. – s. 127 2011. IN THE MATTER OF “Jo-Anne Matear” THE SECURITIES ACT, Assistant Manager, Corporate Finance R.S.O. 1990, c. S.5, AS AMENDED

AND

IN THE MATTER OF ALEXANDER CHRIST DOULIS (aka ALEXANDER CHRISTOS DOULIS, aka ALEXANDROS CHRISTODOULIDIS) and LIBERTY CONSULTING LTD.

ORDER (Section 127 of the Act)

WHEREAS on January 14, 2011, the Ontario Securities Commission (the “Commission”) issued a Notice of Hearing, returnable on March 10, 2011, in relation to a Statement of Allegations brought by Staff of the Commission (“Staff”) with respect to Alexander Christ Doulis (also known as Alexander Christos Doulis, also known as Alexandros Christodoulidis) (“Doulis”) and Liberty Consulting Ltd. (“Liberty”);

AND WHEREAS Staff alleges, in the Statement of Allegations, that: (i) between January 1, 2004 and September 2010, Doulis and Liberty (together, the “Respondents”) engaged in the business of advising with respect to investing in, buying or selling securities without being registered in accordance with Ontario securities law in any category of adviser, contrary to subsection 25(3) of the Securities Act, R.S.O. 1990, c. S.5, as amended (the “Act”) (previously subsection 25(1)(c) of the Act); and (ii) between July 2009 and September 2010, Doulis made statements to Staff that, in a material respect and at the time and in light of the circumstances under which they were made, were misleading or untrue or did not state facts that were required to be stated or that were necessary to make the statements not misleading, contrary to subsection 122(1)(a) of the Act;

AND WHEREAS at the hearing on March 10, 2011 (the “Hearing”), the Commission considered an application brought by Staff (the “Application”) for a temporary order (“Temporary Order”) pursuant to section 127 of the Act, that, until the completion of the hearing on the merits in this matter (the “Merits Hearing”): (i) Doulis and Liberty cease trading and acquiring any securities except for the benefit of Doulis personally or that of his spouse, Sally Doulis; (ii) any exemptions available in the Act do not apply to Doulis and Liberty; and (iii) such other terms as the Commission may find appropriate;

AND WHEREAS at the Hearing on March 10, 2011, Staff and Doulis appeared before the Commission and gave evidence and made submissions with respect to the Application;

AND WHEREAS, having considered the evidence given and the submissions made at the Hearing, for the reasons issued on September 9, 2011, it is the opinion of

September 23, 2011 (2011) 34 OSCB 9830

Decisions, Orders and Rulings the Commission that it is in the public interest to issue the contained in Ontario securities law do not Temporary Order requested by Staff; apply to Doulis and Liberty; and

IT IS ORDERED THAT: 3. This Order shall take effect immediately and remain in effect until the completion 1. Pursuant to paragraph 2 of subsection of the Merits Hearing or until further order 127(1) of the Act and subsection 127(2) of the Commission. of the Act, Doulis and Liberty shall cease trading in any securities, except for the DATED at Toronto this 9th day of September, benefit of Doulis personally or that of his 2011. spouse, Sally Doulis; “Christopher Portner” 2. Pursuant to paragraph 3 of subsection 127(1) of the Act, any exemptions “Paulette L. Kennedy”

September 23, 2011 (2011) 34 OSCB 9831

Decisions, Orders and Rulings

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September 23, 2011 (2011) 34 OSCB 9832

Chapter 3

Reasons: Decisions, Orders and Rulings

3.1 OSC Decisions, Orders and Rulings

3.1.1 Anthony Ianno and Saverio Manzo

IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, c. S.5, AS AMENDED

AND

IN THE MATTER OF ANTHONY IANNO AND SAVERIO MANZO

SETTLEMENT AGREEMENT OF SAVERIO MANZO

PART I – INTRODUCTION

1. The Ontario Securities Commission (the “Commission”) will issue a Notice of Hearing to announce that it will hold a hearing to consider whether, pursuant to section 127 of the Securities Act, R.S.O. 1990, c. S.5, as amended (the “Act”), it is in the public interest for the Commission to make certain orders in respect of Saverio Manzo (the “Respondent”).

PART II – JOINT SETTLEMENT RECOMMENDATION

2. Staff of the Commission (“Staff”) agree to recommend settlement of the proceeding commenced by Notice of Hearing dated March 8, 2010 (the “Proceeding”) against the Respondent according to the terms and conditions set out in Part VI of this Settlement Agreement. The Respondent agrees to the making of an order in the form attached as Schedule “A”, based on the facts set out below.

PART III – AGREED FACTS

3. For this proceeding, and any other regulatory proceeding commenced by a securities regulatory authority, the Respondent agrees with the facts as set out in Part III of this Settlement Agreement.

4. The Respondent is an individual resident in Ontario. Between October 1992 and April 2003, the Respondent was registered with the Commission as a mutual funds salesperson.

5. Covalon Techonologies Ltd. (“Covalon”) is a reporting issuer in Ontario that trades on the Toronto Stock Exchange Venture Exchange (“TSXV”) under the trading symbol “COV”. Covalon is a medical biosystems company.

6. Between January 2007 and April 2008, the Respondent purchased approximately 935,000 shares of Covalon. The purchases were made in 10 different accounts held at 5 different brokerage firms. Some of the accounts were held in the Respondent’s name, and some were in the name of Financial Concepts, a sole proprietorship owned by the Respondent.

7. In the period between November 2007 and April 2008, the Respondent engaged in trading in which he intended to or did raise or maintain the price of Covalon shares.

8. During this period, the majority of the Respondent’s purchases of Covalon shares were active trades. A significant portion of these active trades caused an uptick in the price of Covalon shares. A significant portion of these active trades also occurred within 15 minutes of the close of the trading day.

9. Of these late-day trades, the majority occurred after 15:59:00 (daily trading on the TSXV closes at 16:00 Toronto time) and a significant proportion constituted the closing trade of the day in Covalon shares. The Respondent frequently made late day trades of only 100 Covalon shares, which is the minimum Standard Trading Unit (meaning the minimum

September 23, 2011 (2011) 34 OSCB 9833

Reasons: Decisions, Orders and Rulings

quantity of shares that can be included in the stock exchange’s price data) for purchases on the TSXV. These closing trades frequently had the effect of setting the closing price in Covalon shares, often on an uptick.

10. In addition, the Respondent frequently entered improving bids (meaning bids which increased the price of the prevailing bid) at or near the close of trading. These improving bids were nearly all for volumes of only 100 shares, which is the minimum Standard Trading Unit for bids on the TSXV.

11. Finally, in the period between November 2007 and April 2008, the Respondent was in contact with Anthony Ianno (“Ianno”) and coordinated certain of his own purchases of Covalon shares with those of Ianno.

PART IV – RESPONDENT’S POSITION

12. The Respondent requests that the settlement hearing panel consider the following mitigating circumstances:

(a) The Respondent states that Ianno promoted and encouraged his purchases of Covalon shares;

(b) all of the trades at issue were placed by the Respondent through various registered market intermediaries, all of whom agreed to execute the trade at the time and price requested by the Respondent; at no time did any market intermediary either decline to execute the trade or subsequently cancel the trade

(c) all of the trades at issue were open market arm’s length purchases made by the Respondent further to his intention to accumulate a significant position in Covalon for the purposes of long term investment in a company ranked during this period as a “TSX Venture 50” company and as one of the top 10 technology and life sciences issuers on the TSXV;

(d) as a result of the Respondent’s investment in shares of Covalon, the Respondent sustained a net loss of approximately $2 million;

(e) the Respondent acknowledges and accepts responsibility for his conduct and now understands how the trading at issue could be regarded by the Commission as contrary to the public interest;

(f) The Respondent was at no time an officer, director or insider of Covalon nor did he base any trading activity on the receipt of any insider information;

(g) the Respondent cooperated with the investigation of this matter; and

(h) The Respondent has not been the subject of any prior Commission proceedings or orders.

PART V – CONDUCT CONTRARY TO THE PUBLIC INTEREST

13. By engaging in the conduct described above the Respondent acted contrary to the public interest.

PART VI – TERMS OF SETTLEMENT

14. The Respondent agrees to the terms of settlement listed below.

15. The Commission will make an order pursuant to section 127(1) and section 127.1 of the Act that:

(a) The settlement agreement is approved.

(b) Trading in any securities by or of the Respondent cease for a period of 4 years commencing on the date of the Commission’s order

(c) Acquisition of any securities by the Respondent is prohibited for a period of 4 years commencing on the date of the Commission’s order.

(d) Any exemptions contained in Ontario securities law do not apply to the Respondent for a period of 4 years commencing on the date of the Commission’s order.

(e) Clauses (b), (c) and (d) above are subject to the exception that the Respondent is permitted to transfer within 60 days to, and trade through, any registered retirement savings account and/or a registered retirement income fund (as defined in the Income Tax Act (Canada)) (“RRSP”) in which the Respondent has sole legal and beneficial ownership provided that:

September 23, 2011 (2011) 34 OSCB 9834

Reasons: Decisions, Orders and Rulings

1. the securities traded are listed and posted for trading on the Toronto Stock Exchange or the New York Stock Exchange (or their successor exchanges) or are issued by a mutual fund which is a reporting issuer;

2. the Respondent does not own legally or beneficially (in the aggregate, together or with others) more than one percent of the outstanding securities of the class or series of the class in question; and

3. the Respondent carries out any trading through a registered dealer (which dealer must be given a copy of this Order) and through accounts opened in the Respondent’s name only.

(f) The Respondent is reprimanded.

(g) The Respondent is prohibited from becoming or acting as a director or officer of a reporting issuer for a period of 4 years from the date of the Commission’s order.

(h) The Respondent is prohibited from becoming or acting as a registrant for a period of 4 years from the date of the Commission’s order.

(i) The Respondent is prohibited from becoming or acting as a promoter for a period of 4 years from the Commission’s order.

(j) The Respondent agrees to make a payment of $25,000 to the Commission for the benefit of third parties, and a payment of $25,000 to the Commission representing a partial repayment of the costs of the investigation of this matter.

(k) In the event that the payments set out in paragraph (j) above, are not made in full, the provisions of paragraphs (b) through (i) shall continue in force until such payments are made in full without any limitation as to time period.

16. The Respondent agrees to personally make any payments ordered above within 4 years of the date of the Commission’s order. The Respondent will not be reimbursed for, or receive a contribution toward, this payment from any other person or company.

17. The Respondent undertakes to consent to a regulatory Order made by any provincial or territorial securities regulatory authority in Canada containing any or all of the prohibitions set out in sub-paragraphs (b) through (i) above. These prohibitions may be modified to reflect the provisions of the relevant provincial or territorial securities law.

PART VII – STAFF COMMITMENT

18. If the Commission approves this Settlement Agreement, Staff will not commence any proceeding under Ontario securities law in relation to the facts set out in Part III of this Settlement Agreement, subject to the provisions of paragraph 19 below.

19. If the Commission approves this Settlement Agreement and the Respondent fails to comply with any of the terms of the Settlement Agreement, Staff may bring proceedings under Ontario securities law against the Respondent. These proceedings may be based on, but are not limited to, the facts set out in Part III of this Settlement Agreement as well as the breach of the Settlement Agreement.

PART VIII – PROCEDURE FOR APPROVAL OF SETTLEMENT

20. The parties will seek approval of this Settlement Agreement at a public hearing before the Commission scheduled for a date to be agreed by Staff and the Respondent, according to the procedures set out in this Settlement Agreement and the Commission’s Rules of Practice.

21. Staff and the Respondent agree that this Settlement Agreement will form all of the agreed facts that will be submitted at the settlement hearing on the Respondent’s conduct, unless the parties agree that additional facts should be submitted at the settlement hearing.

22. If the Commission approves this Settlement Agreement, the Respondent agrees to waive all rights to a full hearing, judicial review or appeal of this matter under the Act.

September 23, 2011 (2011) 34 OSCB 9835

Reasons: Decisions, Orders and Rulings

23. If the Commission approves this Settlement Agreement, neither party will make any public statement that is inconsistent with this Settlement Agreement or with any additional agreed facts submitted at the settlement hearing.

24. Whether or not the Commission approves this Settlement Agreement, the Respondent will not use, in any proceeding, this Settlement Agreement or the negotiation or process of approval of this agreement as the basis for any attack on the Commission’s jurisdiction, alleged bias, alleged unfairness, or any other remedies or challenges that may otherwise be available.

PART IX – DISCLOSURE OF SETTLEMENT AGREEMENT

25. If the Commission does not approve this Settlement Agreement or does not make the order attached as Schedule “A” to this Settlement Agreement:

(i) this Settlement Agreement and all discussions and negotiations between Staff and the Respondent before the settlement hearing takes place will be without prejudice to Staff and the Respondent; and

(ii) Staff and the Respondent will each be entitled to all available proceedings, remedies and challenges, including proceeding to a hearing of the allegations contained in the Statement of Allegations. Any proceedings, remedies and challenges will not be affected by this Settlement Agreement, or by any discussions or negotiations relating to this agreement.

26. Both parties will keep the terms of the Settlement Agreement confidential until the Commission approves the Settlement Agreement. At that time, the parties will no longer have to maintain confidentiality. If the Commission does not approve the Settlement Agreement, both parties must continue to keep the terms of the Settlement Agreement confidential, unless they agree in writing not to do so or if required by law.

PART X – EXECUTION OF SETTLEMENT AGREEMENT

27. The parties may sign separate copies of this agreement. Together, these signed copies will form a binding agreement.

28. A fax copy of any signature will be treated as an original signature.

Dated this 14th day of September, 2011

“Saverio Manzo” “Stephen Edell” Saverio Manzo Witness

Dated this 14th day of September, 2011

“Tom Atkinson” Tom Atkinson Director, Enforcement Branch

September 23, 2011 (2011) 34 OSCB 9836

Reasons: Decisions, Orders and Rulings

Schedule “A”

IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, c. S.5, AS AMENDED

AND

IN THE MATTER OF ANTHONY IANNO AND SAVERIO MANZO

AND

IN THE MATTER OF SETTLEMENT AGREEMENT BETWEEN STAFF OF THE ONTARIO SECURITIES COMMISSION AND SAVERIO MANZO

ORDER

AND WHEREAS the Commission issued a Notice of Hearing on September 13, 2011 announcing that it proposed to consider the Settlement Agreement ;

UPON reviewing the Settlement Agreement, the Notice of Hearing and the Statement of Allegations, and upon hearing submissions from counsel for Staff of the Commission and counsel for Manzo;

AND WHEREAS the Commission is of the opinion that it is in the public interest to make this Order;

IT IS ORDERED THAT:

1. The Settlement Agreement is approved.

2. Trading in any securities by Manzo shall cease for a period of 4 years commencing on the date of this Order.

3. Acquisition of any securities by Manzo is prohibited for a period of 4 years commencing on the date of this Order.

4. Any exemptions contained in Ontario securities law do not apply to Manzo for a period of 4 years commencing on the date of this Order.

(b) Manzo does not own legally or beneficially (in the aggregate, together or with others) more than one percent of the outstanding securities of the class or series of the class in question; and

(c) Manzo carries out any trading through a registered dealer (which dealer must be given a copy of this Order) and through accounts opened in Manzo’s name only.

6. Manzo is reprimanded.

September 23, 2011 (2011) 34 OSCB 9837

Reasons: Decisions, Orders and Rulings

7. Manzo is prohibited from becoming or acting as a director or officer of a reporting issuer for a period of 4 years from the date of this Order.

8. Manzo is prohibited from becoming or acting as a registrant for a period of 4 years from the date of this Order.

9. Manzo is prohibited from becoming or acting as a promoter for a period of 4 years from the date of this Order.

DATED at Toronto this ______day of September, 2011.

______

September 23, 2011 (2011) 34 OSCB 9838

Reasons: Decisions, Orders and Rulings

3.1.2 Ian Overton

IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, c. S.5, AS AMENDED

AND

IN THE MATTER OF IAN OVERTON

SETTLEMENT AGREEMENT BETWEEN STAFF OF THE ONTARIO SECURITIES COMMISSION AND IAN OVERTON

PART I – INTRODUCTION

1. The Ontario Securities Commission (the "Commission") will issue a Notice of Hearing to announce that it will hold a hearing to consider whether, pursuant to sections 127 and 127.1 of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act"), it is in the public interest for the Commission to make certain orders in respect of Ian Overton ("Overton" or "the Respondent").

PART II – JOINT SETTLEMENT RECOMMENDATION

2. Staff of the Commission ("Staff") agree to recommend settlement of the proceeding commenced by Notice of Hearing (the "Proceeding") against Overton according to the terms and conditions set out in Part VI of this Settlement Agreement. Overton agrees to the making of an order in the form attached as Schedule "A" based on the facts set out below.

PART III – AGREED FACTS

3. For this proceeding, and any other regulatory proceeding commenced by a securities regulatory authority, Overton agrees with the facts set out in this Part of this Settlement Agreement.

4. Between 2007 and 2010 (the "Material Time"), Overton was an officer of MAK Allen & Day Capital Partners Inc. ("MAK") and, as of June 2007, Overton was registered with the Commission as the Designated Compliance Officer ("DCO") of MAK.

5. MAK was registered as a limited market dealer or as an exempt market dealer during the Material Time. MAK was part of the frontierAlt ("FALT") financial organization by virtue of it being a wholly owned subsidiary of the FALT parent company frontierAlt Capital Corporation.

6. The FALT financial organization consisted of, among other things, a public mutual fund, frontierAlt Resource Capital Class Fund ("FALT Resource"), and two limited partnerships organized as public non-redeemable investment funds namely frontierAlt 2007 Energy & Precious Metals Flow-Through Limited Partnership ("FALT 2007 LP") and frontierAlt 2008 Precious Metals & Energy Flow-Through Limited Partnership ("FALT 2008 LP" and together with FALT 2007 LP, the "FALT LPs").

7. FALT Resource and the FALT LPs (collectively the "FALT Investment Funds") retained a third-party investment counsel and portfolio manager ("ICPM") to provide ICPM services to the FALT Investment Funds pursuant to portfolio management contracts.

8. The FALT LPs prepared and filed prospectuses and raised approximately $24 million from the public in December 2007 and April 2008. The FALT LPs and FALT Resource were active purchasers and sellers of securities of resource issuers including private placement purchases which in the case of the FALT LPs were principally flow through securities which generated income tax benefits for the FALT LPs limited partners. MAK's market intermediation consisted predominantly of facilitating the private placement purchases of securities of resource issuers by the FALT Investment Funds.

9. In practice, investment recommendations to the ICPM were routinely made by representatives of MAK, principally Overton, and the approval of the investments by the ICPM was routinely received by MAK verbally. No written trade instructions were received by MAK from the ICPM and MAK did not record the trade instructions from the ICPM.

September 23, 2011 (2011) 34 OSCB 9839

Reasons: Decisions, Orders and Rulings

10. During the Material Time, Overton failed to ensure that MAK kept proper books and records respecting its dealer activities. Overton failed to ensure that MAK maintained an adequate trading blotter, a record of trade instructions received from the ICPM of the FALT Investment Funds and a complete record of client documentation including subscription agreements for all its clients.

11. In 2009, MAK earned fees through a fee splitting referral arrangement with a third-party dealer. Such dealer had arranged for a flow-through investment in an issuer by a party unrelated to FALT. On the authority of a principal of MAK, a portion of the MAK-earned fee (warrants) was paid directly to Overton. Overton failed to ensure that all the fees earned by MAK under the fee splitting referral arrangement with the dealer were properly reflected in MAK's books and records.

12. In September 2009, Overton, on the authority of a principal of MAK, received shares directly from a third-party issuer pursuant to an engagement with MAK. Overton failed to ensure that all of the fees received by MAK pursuant to the engagement were properly reflected in MAK's books and records.

13. Also in 2009, an issuer engaged MAK to provide consulting services. On the authority of a principal of MAK, Overton received directly a portion of the fee (shares) earned by MAK. Overton failed to ensure that all the fees earned by MAK were properly reflected in MAK's books and records.

14. During the Material Time as described in this Part, Overton failed in his duty as the DCO at MAK to provide adequate compliance oversight and supervision over the activities of MAK and to ensure adequate books and records were kept.

PART IV – CONDUCT CONTRARY TO ONTARIO SECURITIES LAW AND CONTRARY TO THE PUBLIC INTEREST

15. Overton, being a market participant, failed to ensure books, records and other documents as were necessary for the proper recording of the business transactions and financial affairs of MAK were kept by MAK contrary to section 19(1) of the Act. Overton, as a registrant, failed in his duty to act fairly with his clients by receiving compensation directly from a third party and failing to ensure that such compensation earned by MAK under a fee splitting and other consulting engagements were properly reflected in MAK's books and records contrary to section 2.1 of OSC Rule 31-505 Conditions of Registration. Overton as the DCO at MAK failed to provide adequate compliance oversight and supervision over the activities of MAK contrary to sections 1.3 and 3.1 of OSC Rule 31-505 Conditions of Registration. By engaging in this conduct as described in Part III, Overton acted contrary to Ontario securities law and contrary to the public interest.

PART V – TERMS OF SETTLEMENT

16. The Respondent agrees to the terms of settlement listed below.

17. The Commission will make an order pursuant to section 127(1) and section 127.1 of the Act that:

(a) the settlement agreement is approved;

(b) the Respondent is prohibited from being registered under the Act in any capacity for one year and until the Respondent completes all proficiency requirements and the Conduct and Practices Handbook Course (the "CPH") and upon such registration, the Respondent will be subject to close supervision for 6 months;

(c) the Respondent cease trading in securities for one year except for trading on his own behalf in his own account or in the account of his holding company, Loudon Hill Inc.;

(d) the Respondent is prohibited from acquiring securities for one year except for acquisitions on his own behalf in his own account or in the account of his holding company, Loudon Hill Inc.;

(e) any exemptions contained in Ontario securities law do not apply to the Respondent for one year except as permitted under this order respecting the trading of securities on his own behalf in his own account or in the account of his holding company, Loudon Hill Inc.;

(f) the Respondent is reprimanded;

(g) with the exception of any position as a director or officer that he holds in his holding company, Loudon Hill Inc., the Respondent resign any position he holds as a director or as a chief executive officer, a chief operating officer or a president of any issuer;

September 23, 2011 (2011) 34 OSCB 9840

Reasons: Decisions, Orders and Rulings

(h) with the exception of any position as a director or officer that he holds in his holding company, Loudon Hill Inc., the Respondent is prohibited from becoming or acting as a director or as a chief executive officer, a chief operating officer or a president of any issuer for three years;

(i) the Respondent resign any position he holds as a director or as an ultimate designated person or a chief compliance officer of a registrant;

(j) the Respondent is prohibited from becoming or acting as a director or as an ultimate designated person or a chief compliance officer of a registrant for three years and until he completes the PDO exam as defined in Part 3.1 of National Instrument 31-103 (the "PDO exam");

(k) the Respondent resign any position he holds as a director or an ultimate designated person or a chief compliance officer of an investment fund manager;

(1) the Respondent is prohibited from becoming or acting as a director or an ultimate designated person or a chief compliance officer of an investment fund manager for three years and until he completes the PDO exam;

(m) the Respondent is prohibited from becoming or acting as an investment fund manager for three years or as a promoter for one year;

(n) the Respondent pay an administrative penalty of $10,000 to be allocated under section 3.4(2)(b) of the Act to or for the benefit of third parties; and

(o) the Respondent will pay the costs of the Commission's investigation in the amount of $15,000.

18. The Respondent agrees to personally make any payments ordered above by certified cheque within 15 days from when the Commission approves this Settlement Agreement. The Respondent will not be reimbursed for, or receive a contribution toward, this payment from any other person or company.

19. The Respondent undertakes to consent to a regulatory Order made by any provincial or territorial securities regulatory authority in Canada containing any or all of the prohibitions set out in sub-paragraphs 17(b) to (d) above. These prohibitions may be modified to reflect the provisions of the relevant provincial or territorial securities law.

PART VI – STAFF COMMITMENT

20. If the Commission approves this Settlement Agreement, Staff will not commence any proceeding under Ontario securities law in relation to the facts set out in Part III of this Settlement Agreement, subject to the provisions of paragraph 21 below.

21. If the Commission approves this Settlement Agreement and the Respondent fails to comply with any of the terms of the Settlement Agreement, Staff may bring proceedings under Ontario securities law against the Respondent. These proceedings may be based on, but are not limited to, the facts set out in Part III of this Settlement Agreement as well as the breach of the Settlement Agreement.

PART VII – PROCEDURE FOR APPROVAL OF SETTLEMENT

22. The parties will seek approval of this Settlement Agreement at a public hearing before the Commission scheduled for September 14, 2011 p.m. or on another date agreed to by Staff and the Respondent, according to the procedures set out in this Settlement Agreement and the Commission's Rules of Practice.

23. Staff and the Respondent agree that this Settlement Agreement will form all of the agreed facts that will be submitted at the settlement hearing.

24. If the Commission approves this Settlement Agreement, the Respondent agrees to waive all rights to a full hearing, judicial review or appeal of this matter under the Act.

25. If the Commission approves this Settlement Agreement, neither party will make any public statement that is inconsistent with this Settlement Agreement or with any additional agreed facts submitted at the settlement hearing.

26. Whether or not the Commission approves this Settlement Agreement, the Respondent will not use, in any proceeding, this Settlement Agreement or the negotiation or process of approval of this agreement as the basis for any attack on the Commission's jurisdiction, alleged bias, alleged unfairness, or any other remedies or challenges that may otherwise be available.

September 23, 2011 (2011) 34 OSCB 9841

Reasons: Decisions, Orders and Rulings

PART VIII – DISCLOSURE OF SETTLEMENT AGREEMENT

27. If the Commission does not approve this Settlement Agreement or does not make the order attached as Schedule "A" to this Settlement Agreement:

(a) this Settlement Agreement and all discussions and negotiations between Staff and the Respondent before the settlement hearing takes place will be without prejudice to Staff and the Respondent; and

(b) Staff and the Respondent will each be entitled to all available proceedings, remedies and challenges, including proceeding to a hearing of the allegations contained in the Statement of Allegations. Any proceedings, remedies and challenges will not be affected by this Settlement Agreement, or by any discussions or negotiations relating to this agreement.

28. Both parties will keep the terms of the Settlement Agreement confidential until the Commission approves the Settlement Agreement. At that time, the parties will no longer have to maintain confidentiality. If the Commission does not approve the Settlement Agreement, both parties must continue to keep the terms of the Settlement Agreement confidential, unless they agree in writing not to do so or are required by law to disclose the terms.

PART IX – EXECUTION OF SETTLEMENT AGREEMENT

29. The parties may sign separate copies of this agreement. Together, these signed copies will form a binding agreement.

30. A fax copy of any signature will be treated as an original signature.

Dated this day of Sep 8, 2011.

“Ian Overton” “Tracy Pratt” Ian Overton Witness

“Tom Atkinson” Tom Atkinson Director, Enforcement

September 23, 2011 (2011) 34 OSCB 9842

Reasons: Decisions, Orders and Rulings

Schedule “A”

IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, c. S.5, AS AMENDED

AND

IN THE MATTER OF IAN OVERTON

ORDER (Sections 127(1) and 127.1)

AND WHEREAS the Respondent and Staff of the Commission (“Staff”) entered into a Settlement Agreement (the “Settlement Agreement”) in which they agreed to a settlement of the proceeding commenced by a Statement of Allegations subject to the approval of the Commission;

AND UPON reviewing the Settlement Agreement and upon hearing submissions from counsel for Staff and counsel for the Respondent;

AND WHEREAS the Commission is of the opinion that it is in the public interest to make this Order;

IT IS ORDERED THAT:

1. the Settlement Agreement is approved;

6. pursuant to section 127(1)6 of the Act, the Respondent is reprimanded;

9. pursuant to section 127(1)8.1 of the Act, the Respondent resign any position he holds as a director or as an ultimate designated person or as a chief compliance officer of a registrant;

September 23, 2011 (2011) 34 OSCB 9843

Reasons: Decisions, Orders and Rulings

13. pursuant to section 127)(1)8.5 of the Act, the Respondent is prohibited from becoming or acting as an investment fund manager for three years or a promoter for one year;

14. pursuant to section 127(1)9 of the Act, the Respondent pay an administrative penalty of $10,000 to be allocated under section 3.4(2)(b) of the Act to or for the benefit of third parties; and

15. pursuant to section 127.1 of the Act, the Respondent pay a portion of the costs of the Commission’s investigation in the amount of $15,000.

DATED at Toronto this day of September, 2011.

James E. A. Turner Vice-Chair

September 23, 2011 (2011) 34 OSCB 9844

Chapter 4

Cease Trading Orders

4.1.1 Temporary, Permanent & Rescinding Issuer Cease Trading Orders

Company Name Date of Date of Date of Date of Temporary Hearing Permanent Lapse/Revoke Order Order

THERE ARE NO ITEMS FOR THIS WEEK.

4.2.1 Temporary, Permanent & Rescinding Management Cease Trading Orders

Company Name Date of Date of Date of Date of Date of Order or Hearing Permanent Lapse/ Issuer Temporary Order Expire Temporary Order Order

THERE ARE NO ITEMS FOR THIS WEEK.

4.2.2 Outstanding Management & Insider Cease Trading Orders

Company Name Date of Date of Date of Date of Date of Issuer Order or Hearing Permanent Lapse/ Temporary Temporary Order Expire Order Order

THERE ARE NO ITEMS FOR THIS WEEK.

September 23, 2011 (2011) 34 OSCB 9845

Cease Trading Orders

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September 23, 2011 (2011) 34 OSCB 9846

Chapter 7

Insider Reporting

The following is a weekly summary of insider transactions by insiders of Ontario reporting issuers in SEDI ® (the System for Electronic Disclosure by Insiders).1 The weekly summary contains insider transactions reported during the 7-day period ending Sunday at 11:59 p.m. (i.e. the Sunday prior to the Bulletin Issue date).2

Guide to Codes Relationship of Insider to Issuer (Rel=n)

1 Issuer 2 Subsidiary of Issuer 3 10% Security Holder of Issuer 4 Director of Issuer 5 Senior Officer of Issuer 6 Director or Senior Officer of 10% Security Holder 7 Director or Senior Officer of Insider or Subsidiary of Issuer (other than in 4,5,6) 8 Deemed Insider – 6 Months before becoming Insider

Nature of Transaction (T/O)

00 Opening Balance-Initial SEDI Report 10 Acquisition or disposition in the public market 11 Acquisition or disposition carried out privately 15 Acquisition or disposition under a prospectus 16 Acquisition or disposition under a prospectus exemption 22 Acquisition or disposition pursuant to a take-over bid, merger or acquisition 30 Acquisition or disposition under a purchase/ ownership plan 35 Stock dividend 36 Conversion or exchange 37 Stock split or consolidation 38 Redemption, retraction, cancellation, repurchase 40 Short sale 45 Compensation for property 46 Compensation for services 47 Acquisition or disposition by gift 48 Acquisition by inheritance or disposition by bequest 50 Grant of options 51 Exercise of options 52 Expiration of options 53 Grant of warrants 54 Exercise of warrants 55 Expiration of warrants 56 Grant of rights 57 Exercise of rights 59 Exercise for cash 70 Acquisition or disposition (writing) of third party derivative 71 Exercise of third party derivative 72 Other settlement of third party 73 Expiration of third party derivative 90 Change in nature of ownership 97 Other 99 Correction of Information

Note: The asterisk in the “Date/Month End Holding” column indicates the insider disagreed with the system calculated balance when the transaction was reported.

1 SEDI® is a registered trademark owned by CDS INC. 2 ©CDS INC.

September 23, 2011 (2011) 34 OSCB 9847

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed 01 Communique Laboratory Options Stringer, Brian 5 08/09/2011 50 0.5 730,000 80,000 Inc. 20-20 Technologies Inc. Deferred share unit / Archambault, Yves 4 12/09/2011 46 29,998 3,896 actions différées 20-20 Technologies Inc. Deferred share unit / Lord, Richard 4 12/09/2011 46 55,703 6,370 actions différées 3P International Energy Common Shares Libra Advisors, LLC 3 13/09/2011 10 0.45 7,462,000 -253,000 Corp. 3P International Energy Common Shares Libra Advisors, LLC 3 14/09/2011 10 0.4695 6,962,000 -500,000 Corp. 3P International Energy Options MacMicken, Ronald Arthur 4, 5 13/09/2011 50 600,000 300,000 Corp. 3P International Energy Options Rudensky, Wally 5 09/09/2011 50 0.5 440,000 150,000 Corp. Aastra Technologies Limited Common Shares Laliberte, Yves 5 14/09/2011 10 15.34 0 -11,183

Aastra Technologies Limited Common Shares Laliberte, Yves 5 14/09/2011 10 15.223 0 -3,333

Abitex Resources Inc. Common Shares Consolidated International 3 09/09/2011 10 0.06 7,325,000 -75,000 Investment Holdings Inc.

Abitibi Royalties Inc. Common Shares Zinke, Jens 4, 6 19/07/2011 00 Abitibi Royalties Inc. Common Shares Zinke, Jens 4, 6 12/09/2011 10 2.4 1,100 1,100 Absolute Software Common Shares Libin, Terry 4 05/09/2011 51 1.25 25,000 Corporation Absolute Software Common Shares Libin, Terry 4 05/09/2011 51 1.15 708,350 25,000 Corporation ACTIVEnergy Income Fund Trust Units Activenergy Income Fund 1 09/09/2011 38 8.01 21,064,804 2,700

ACTIVEnergy Income Fund Trust Units Activenergy Income Fund 1 12/09/2011 38 7.96 21,067,704 2,900

ACTIVEnergy Income Fund Trust Units Activenergy Income Fund 1 14/09/2011 38 7.95 21,068,304 600

Adanac Molybdenum Common Shares Redleaf, Andrew 3 12/09/2011 10 0.62 2,599,311 -3,000 Corporation Adherex Technologies Inc. Options Porter, Arthur T., MD 4 01/03/2004 50 93,108 93,108 Adherex Technologies Inc. Options Porter, Arthur T., MD 4 21/05/2004 50 20,000 Adherex Technologies Inc. Options Porter, Arthur T., MD 4 21/05/2004 50 113,108 20,000 Adherex Technologies Inc. Options Porter, Arthur T., MD 4 17/12/2004 50 10,000 Adherex Technologies Inc. Options Porter, Arthur T., MD 4 17/12/2004 50 123,108 10,000 Adherex Technologies Inc. Options Porter, Arthur T., MD 4 18/05/2005 50 93,108 Adherex Technologies Inc. Options Porter, Arthur T., MD 4 18/05/2005 50 216,216 93,108 Adherex Technologies Inc. Options Porter, Arthur T., MD 4 29/07/2005 37 -172,974 Adherex Technologies Inc. Options Porter, Arthur T., MD 4 29/07/2005 37 43,242 -172,974 Adherex Technologies Inc. Options Porter, Arthur T., MD 4 21/09/2005 50 30,000 Adherex Technologies Inc. Options Porter, Arthur T., MD 4 21/09/2005 50 73,242 30,000 Adherex Technologies Inc. Options Porter, Arthur T., MD 4 14/12/2005 50 2,500 Adherex Technologies Inc. Options Porter, Arthur T., MD 4 14/12/2005 50 75,742 2,500 Adherex Technologies Inc. Options Porter, Arthur T., MD 4 28/02/2007 50 50,000 Adherex Technologies Inc. Options Porter, Arthur T., MD 4 28/02/2007 50 125,742 50,000 Adherex Technologies Inc. Options Porter, Arthur T., MD 4 30/04/2007 50 170,000 Adherex Technologies Inc. Options Porter, Arthur T., MD 4 30/04/2007 50 295,742 170,000 Adherex Technologies Inc. Options Porter, Arthur T., MD 4 03/12/2007 50 75,000 Adherex Technologies Inc. Options Porter, Arthur T., MD 4 03/12/2007 50 370,742 75,000 Adherex Technologies Inc. Options Porter, Arthur T., MD 4 18/08/2010 50 4,603,668 Adherex Technologies Inc. Options Porter, Arthur T., MD 4 18/08/2010 50 4,974,410 4,603,668 Adherex Technologies Inc. Options Porter, Arthur T., MD 4 19/08/2011 50 294,635 Adherex Technologies Inc. Options Porter, Arthur T., MD 4 19/08/2011 50 294,635 Adherex Technologies Inc. Options Porter, Arthur T., MD 4 19/08/2011 50 5,269,045 294,635 Advanced Explorations Inc. Common Shares Gingerich, John Cater 4 08/09/2011 10 2,803,500 20,000

African Gold Group, Inc. Common Shares Inwentash, Sheldon 6 14/09/2011 10 0.5 14,073,500 20,000 African Gold Group, Inc. Common Shares Pinetree Capital Ltd. 3 14/09/2011 10 0.5 14,073,500 20,000 African Gold Group, Inc. Warrants Pinetree Capital Ltd. 3 16/06/2011 55 650,000 -282,500 Agnico-Eagle Mines Limited Common Shares Girard, Paul-Henri 5 09/09/2011 10 71.9 2,563 -300

Agnico-Eagle Mines Limited Common Shares Racine, Daniel 5 09/09/2011 51 48.09 12,368 300

Agnico-Eagle Mines Limited Common Shares Racine, Daniel 5 09/09/2011 10 72.09 12,068 -300

Agnico-Eagle Mines Limited Options Racine, Daniel 5 09/09/2011 51 48.09 279,700 -300

Agrium Inc. Options Wilkinson, Ronald A. 5 08/09/2011 51 24.56 -10,000 Agrium Inc. Options Wilkinson, Ronald A. 5 08/09/2011 51 24.56 81,278 -10,000

September 23, 2011 (2011) 34 OSCB 9848

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Agrium Inc. Options Wilkinson, Ronald A. 5 08/09/2011 51 39.73 76,878 -4,400 Agrium Inc. Options Wilkinson, Ronald A. 5 08/09/2011 51 40.3 71,878 -5,000 Agrium Inc. Rights SARs Wilkinson, Ronald A. 5 08/09/2011 56 24.56 10,000 10,000 Agrium Inc. Rights SARs Wilkinson, Ronald A. 5 08/09/2011 56 39.73 14,400 4,400 Agrium Inc. Rights SARs Wilkinson, Ronald A. 5 08/09/2011 56 40.3 19,400 5,000 Agrium Inc. Rights SARs Wilkinson, Ronald A. 5 08/09/2011 59 90.17 0 -19,400 AIRBOSS OF AMERICA Common Shares AirBoss of America Corp. 1 15/09/2011 38 6 7,300 7,300 CORP. AIRBOSS OF AMERICA Common Shares AirBoss of America Corp. 1 15/09/2011 38 0 -7,300 CORP. Akela Pharma Inc. Common Shares Emmelot, Rudy 5 29/08/2011 10 0.1585 500 Akela Pharma Inc. Common Shares Emmelot, Rudy 5 29/08/2011 10 0.1585 176,647 500 Akela Pharma Inc. Common Shares Emmelot, Rudy 5 30/08/2011 10 0.1746 4,000 Akela Pharma Inc. Common Shares Emmelot, Rudy 5 30/08/2011 10 0.1746 180,647 4,000 Akela Pharma Inc. Common Shares Emmelot, Rudy 5 02/09/2011 10 0.1729 181,147 500 Akela Pharma Inc. Common Shares Emmelot, Rudy 5 08/09/2011 10 0.1722 181,647 500 Akela Pharma Inc. Common Shares Emmelot, Rudy 5 08/09/2011 10 0.1721 182,147 500 Akela Pharma Inc. Common Shares Emmelot, Rudy 5 09/09/2011 10 0.1707 182,647 500 Akela Pharma Inc. Common Shares Emmelot, Rudy 5 12/09/2011 10 0.1405 183,147 500 Akela Pharma Inc. Common Shares Emmelot, Rudy 5 13/09/2011 10 0.1366 184,147 1,000 Akela Pharma Inc. Common Shares Emmelot, Rudy 5 13/09/2011 10 0.1369 4,000 Akela Pharma Inc. Common Shares Emmelot, Rudy 5 13/09/2011 10 0.1369 188,147 4,000 Akita Drilling Ltd. Non-Voting Shares AKITA DRILLING 1 13/09/2011 38 10.1 300 300 Akita Drilling Ltd. Non-Voting Shares AKITA DRILLING 1 13/09/2011 38 0 -300 Alacer Gold Corp. Common Shares Alizade, Firuz 7 09/09/2011 10 11.55 100 -8,005 Alacer Gold Corp. Common Shares Alizade, Firuz 7 09/09/2011 10 11.552 0 -100 Alaris Royalty Corp. Common Shares Colabella, Manijeh Rachel 5 15/09/2011 97 7,351 56 Alaris Royalty Corp. Common Shares Driscoll, Darren John 5 15/09/2011 97 181,493 242 Alaris Royalty Corp. Common Shares King, Stephen Walter 4, 5 15/09/2011 97 360,175 322 Alaris Royalty Corp. Common Shares Neldner, Sherri 5 15/09/2011 97 1,788 37 Alaris Royalty Corp. Common Shares Reid, Stephen 5 15/09/2011 97 235,807 97 AlarmForce Industries Inc. Common Shares Christopoulos, George 3 09/09/2011 10 10.63 1,481,105 -500 AlarmForce Industries Inc. Common Shares Christopoulos, George 3 14/09/2011 10 10.65 1,480,305 -800 AlarmForce Industries Inc. Common Shares Christopoulos, George 3 15/09/2011 10 10.45 1,479,505 -800 AlarmForce Industries Inc. Common Shares Christopoulos, George 3 15/09/2011 10 10.46 1,479,305 -200 AlarmForce Industries Inc. Common Shares Christopoulos, George 3 15/09/2011 10 10.59 1,478,605 -700 AlarmForce Industries Inc. Common Shares Christopoulos, George 3 15/09/2011 10 10.65 1,478,305 -300 AlarmForce Industries Inc. Common Shares Christopoulos, George 3 15/09/2011 10 10.61 1,478,205 -100 Alaska Hydro Corporation Common Shares Grandison, Clifford Allan 4, 5 12/09/2011 10 0.16 1,325,500 12,000 Algonquin Power & Utilities Common Shares Pasieka, David James 5 12/09/2011 00 980 Corp. Algonquin Power & Utilities Common Shares Pasieka, David James 5 30/11/2010 10 4.8 1,500 Corp. Algonquin Power & Utilities Common Shares Pasieka, David James 5 30/11/2010 10 4.8 1,500 Corp. Algonquin Power & Utilities Common Shares Pasieka, David James 5 12/09/2011 00 2,000 Corp. Algonquin Power & Utilities Common Shares Pasieka, David James 5 12/09/2011 00 8,000 Corp. Algonquin Power & Utilities Options Pasieka, David James 5 12/09/2011 00 Corp. Algonquin Power & Utilities Options Pasieka, David James 5 13/09/2011 50 5.65 172,242 172,242 Corp. Alimentation Couche-Tard Unité d'action différée Desrosiers, Roger 4 12/09/2011 46 28.56 8,354 218 Inc. Alimentation Couche-Tard Subordinate Voting Élie, Jean André 4 13/09/2011 10 28 18,000 -2,000 Inc. Shares Catégorie B Alimentation Couche-Tard Unité d'action différée Élie, Jean André 4 12/09/2011 46 28.56 7,941 232 Inc. Alimentation Couche-Tard Unité d'action différée Fortin, Richard 4, 6, 7, 5 30/04/2002 00 Inc. Alimentation Couche-Tard Unité d'action différée Fortin, Richard 4, 6, 7, 5 12/09/2011 46 28.56 464 Inc. Alimentation Couche-Tard Unité d'action différée Fortin, Richard 4, 6, 7, 5 12/09/2011 46 28.56 464 Inc. Alimentation Couche-Tard Unité d'action différée Fortin, Richard 4, 6, 7, 5 12/09/2011 46 28.56 464 464 Inc. Alimentation Couche-Tard Unité d'action différée Kau, Mélanie 4 12/09/2011 46 28.56 14,014 544 Inc. Alimentation Couche-Tard Options Landini, Bruce 7 12/09/2011 51 23.39 1,180 -160 Inc. Alimentation Couche-Tard Options Landini, Bruce 7 12/09/2011 51 14.92 980 -200 Inc.

September 23, 2011 (2011) 34 OSCB 9849

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Alimentation Couche-Tard Options Landini, Bruce 7 12/09/2011 51 16.57 720 -260 Inc. Alimentation Couche-Tard Subordinate Voting Landini, Bruce 7 12/09/2011 51 23.39 160 160 Inc. Shares Catégorie B Alimentation Couche-Tard Subordinate Voting Landini, Bruce 7 12/09/2011 51 14.92 360 200 Inc. Shares Catégorie B Alimentation Couche-Tard Subordinate Voting Landini, Bruce 7 12/09/2011 51 16.57 620 260 Inc. Shares Catégorie B Alimentation Couche-Tard Subordinate Voting Landini, Bruce 7 12/09/2011 10 27.86 0 -620 Inc. Shares Catégorie B Alimentation Couche-Tard Unité d'action différée Sauriol, Jean-Pierre 4 12/09/2011 46 28.56 19,592 518 Inc. Alimentation Couche-Tard Options Tourek, Timothy 7, 5 13/09/2011 51 17.3 42,720 -4,000 Inc. Alimentation Couche-Tard Subordinate Voting Tourek, Timothy 7, 5 13/09/2011 51 17.3 4,000 4,000 Inc. Shares Catégorie B Alimentation Couche-Tard Subordinate Voting Tourek, Timothy 7, 5 13/09/2011 10 27.75 0 -4,000 Inc. Shares Catégorie B Alimentation Couche-Tard Unité d'action différée Turmel, Jean 4 12/09/2011 46 28.56 23,356 780 Inc. Alix Resources Corp. Common Shares England, Michael Bruno 4, 5 13/09/2011 10 0.16 608,667 25,000 John Franz Allegiance Equity Common Shares Bloovol, Marilyn 4, 5 12/09/2011 10 0.8 301,500 -500 Corporation Allegiance Equity Common Shares Bloovol, Marilyn 4, 5 12/09/2011 10 0.75 1,676,331 -5,000 Corporation Allegiance Equity Common Shares Bloovol, Marilyn 4, 5 12/09/2011 10 0.8 1,666,331 -10,000 Corporation Allegiance Equity Common Shares Bloovol, Marilyn 4, 5 15/09/2011 10 0.6 1,566,331 -100,000 Corporation Allegiance Equity Common Shares Solomon, David Samuel 4, 5 12/09/2011 10 0.8 301,500 -500 Corporation Allegiance Equity Common Shares Solomon, David Samuel 4, 5 12/09/2011 10 0.75 1,676,331 -5,000 Corporation Allegiance Equity Common Shares Solomon, David Samuel 4, 5 12/09/2011 10 0.8 1,666,331 -10,000 Corporation Allegiance Equity Common Shares Solomon, David Samuel 4, 5 15/09/2011 10 0.6 1,566,331 -100,000 Corporation AltaGas Ltd. Options at $27.03 expiring Dawson, Dennis Alan 5 01/07/2010 00 September 13, 2021

AltaGas Ltd. Options at $27.03 expiring Dawson, Dennis Alan 5 13/09/2011 50 3,500 3,500 September 13, 2021

AltaGas Ltd. Common Shares Stout, Kent Eugene 5 13/09/2011 10 27.1 26,116 -1,200 AltaGas Ltd. Common Shares Stout, Kent Eugene 5 13/09/2011 10 27 20,116 -6,000 AltaGas Ltd. Common Shares Stout, Kent Eugene 5 14/09/2011 10 27.05 19,116 -1,000 AltaGas Ltd. Common Shares Stout, Kent Eugene 5 14/09/2011 10 27.1 17,116 -2,000 AltaGas Ltd. Common Shares Stout, Kent Eugene 5 14/09/2011 10 27.3 14,816 -2,300 Altai Resources Inc. Common Shares LLOYD, GERAINT 5 09/09/2011 10 0.14 300,000 10,000 RICHARD Alter NRG Corp. Options Conway, Brent John 5 16/09/2011 38 188,700 -15,000 Alter NRG Corp. Options Heier, Michael Erskine 4 14/09/2011 38 242,800 -30,000 Alter NRG Corp. Options Montemurro, Mark Anthony 5 13/09/2011 38 661,900 -65,000

Alturas Minerals Corp. Options Henry, Walter 5 20/05/2010 50 0.14 300,000 300,000 Alturas Minerals Corp. Options Henry, Walter 5 23/03/2011 50 0.21 800,000 500,000 Alturas Minerals Corp. Options Henry, Walter 5 01/03/2007 50 150,000 (formerly Iron Lake Minerals Inc.) Alturas Minerals Corp. Options Henry, Walter 5 01/03/2007 50 150,000 (formerly Iron Lake Minerals Inc.) Alturas Minerals Corp. Options Henry, Walter 5 01/03/2007 50 150,000 (formerly Iron Lake Minerals Inc.) American Creek Resources Common Shares Blaney, Darren 3, 4, 5 07/09/2011 10 0.08 324,088 -400,000 Ltd. Amica Mature Lifestyles Inc. Common Shares Manji, Salim 4 14/09/2011 10 7.25 1,531,847 1,020

Amica Mature Lifestyles Inc. Common Shares Manji, Samir Aziz 3, 4, 5 14/09/2011 10 7.25 510,616 340

September 23, 2011 (2011) 34 OSCB 9850

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Amica Mature Lifestyles Inc. Common Shares van der Lee, Charles 4 16/09/2011 10 7.5 44,623 558

Amorfix Life Sciences Ltd. Common Shares Interinvest Corporation 3 08/09/2011 10 0.222 4,708,293 20,000 Anaconda Mining Inc. Common Shares Lawrick, Victor Lewis 5 14/09/2011 11 8,767,593 -2,000,000 Anaconda Mining Inc. Common Shares Lawrick, Victor Lewis 5 14/09/2011 11 10,767,593 2,000,000 Anterra Energy Inc. Options Lei, Hong 4 31/10/2009 00 Anterra Energy Inc. Options Lei, Hong 4 13/07/2010 50 0.1 1,000,000 1,000,000 Anterra Energy Inc. Options Lei, Hong 4 30/03/2011 50 0.255 1,400,000 400,000 APIC Petroleum Corporation Common Shares Clark, John 4 01/12/2004 00 (formerly, Marketvision Direct, Inc.) APIC Petroleum Corporation Common Shares Clark, John 4 08/09/2011 51 0.1 600,000 600,000 (formerly, Marketvision Direct, Inc.) APIC Petroleum Corporation Options Clark, John 4 08/09/2011 51 467,135 -600,000 (formerly, Marketvision Direct, Inc.) APIC Petroleum Corporation Common Shares Vukovich, Thomas 4 08/09/2011 51 0.1 1,284,999 600,000 (formerly, Marketvision Direct, Inc.) APIC Petroleum Corporation Options Vukovich, Thomas 4 08/09/2011 51 667,135 -600,000 (formerly, Marketvision Direct, Inc.) Arbor Memorial Services Inc. Common Shares Class A JC CLARK LTD. 3 09/09/2011 10 23.3 526,599 -5,200 - Voting Arbor Memorial Services Inc. Common Shares Class A JC CLARK LTD. 3 09/09/2011 10 23.3 531,799 5,200 - Voting ARC Resources Ltd. Deferred Share Units Kanovsky, Michael Manuel 4 31/03/2011 57 984 (DSU) (Cash based only)

ARC Resources Ltd. Deferred Share Units Kanovsky, Michael Manuel 4 31/03/2011 56 984 984 (DSU) (Cash based only)

Arcan Resources Ltd. Common Shares Dales, Robert John 4, 5 09/09/2011 10 5.55 509,492 5,000 Arctic Hunter Uranium Inc. Common Shares Hall, Robert 4, 5 16/09/2011 10 0.135 378,500 3,000 Armtec Infrastructure Inc. Common Shares Permann, Russell Robert 5 07/09/2011 00 Armtec Infrastructure Inc. Common Shares Wright, Robert James 4 12/09/2011 10 2.04 4,300 Armtec Infrastructure Inc. Common Shares Wright, Robert James 4 12/09/2011 10 2.04 4,300 Armtec Infrastructure Inc. Common Shares Wright, Robert James 4 12/09/2011 10 2.05 9,000 Armtec Infrastructure Inc. Common Shares Wright, Robert James 4 12/09/2011 10 2.05 9,000 Armtec Infrastructure Inc. Common Shares Wright, Robert James 4 12/09/2011 10 2.06 53 Armtec Infrastructure Inc. Common Shares Wright, Robert James 4 12/09/2011 10 2.06 53 Armtec Infrastructure Inc. Common Shares Wright, Robert James 4 12/09/2011 10 2.04 50,947 4,300 Armtec Infrastructure Inc. Common Shares Wright, Robert James 4 12/09/2011 10 2.05 59,947 9,000 Armtec Infrastructure Inc. Common Shares Wright, Robert James 4 12/09/2011 10 2.06 53 Armtec Infrastructure Inc. Common Shares Wright, Robert James 4 12/09/2011 10 2.06 53 Armtec Infrastructure Inc. Common Shares Wright, Robert James 4 12/09/2011 10 2.06 60,000 53 Aston Hill Financial Inc. Common Shares TREMBLAY, Eric J.L.M. 4 12/09/2011 10 1.59 3,279,325 -39,000 ATCO LTD. Non-Voting Shares Class Southern, Nancy C. 4, 6, 7, 5 08/09/2011 11 63.13 38,057 -70,000 I ATCO LTD. Non-Voting Shares Class Southern, Ronald D. 3, 4, 7, 5 08/09/2011 11 63.13 12,765,818 70,000 I Ateba Resources Inc. Common Shares Inwentash, Sheldon 6 13/09/2011 11 0.12 3,900,000 1,500,000 (formerly, Ateba Technology & Environmental Inc.)

Ateba Resources Inc. Warrants Inwentash, Sheldon 6 05/01/2009 00 (formerly, Ateba Technology & Environmental Inc.)

Ateba Resources Inc. Warrants Inwentash, Sheldon 6 13/09/2011 11 750,000 (formerly, Ateba Technology & Environmental Inc.)

Ateba Resources Inc. Warrants Inwentash, Sheldon 6 13/09/2011 11 750,000 750,000 (formerly, Ateba Technology & Environmental Inc.)

Athabasca Minerals Inc. Common Shares Nolan, Dale 4, 5 13/09/2011 10 0.46 1,731,500 -1,000 Aurcana Corporation Options Collison, Kenneth W. 4 29/06/2011 00 Aurcana Corporation Options Collison, Kenneth W. 4 29/06/2011 00 400,000 Aurcana Corporation Options Collison, Kenneth W. 4 12/09/2011 50 0.79 550,000 150,000 AurCrest Gold Inc. Common Shares Brodie-Brown, Ian 4, 5 07/09/2011 10 732,272 5,000 Alexander

September 23, 2011 (2011) 34 OSCB 9851

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed AurCrest Gold Inc. Common Shares brodie-brown, peter 5 16/09/2011 10 882,930 5,000 harrison AurCrest Gold Inc. Warrants Pinetree Capital Ltd. 3 24/06/2011 55 1,250,000 -200,000 Aurizon Mines Ltd. Common Shares Bourcier, Christian 5 09/09/2011 51 3.74 7,000 5,000 Aurizon Mines Ltd. Common Shares Bourcier, Christian 5 09/09/2011 10 6.7 2,000 -5,000 Aurizon Mines Ltd. Options Incentive Bourcier, Christian 5 09/09/2011 51 3.74 208,750 -5,000 Aurizon Mines Ltd. Common Shares HALL, DAVID POLSON 4, 5 08/09/2011 10 6.7 1,015,342 -7,700 Aurizon Mines Ltd. Common Shares HALL, DAVID POLSON 4, 5 09/09/2011 10 6.8 1,005,342 -10,000 Aurizon Mines Ltd. Common Shares HALL, DAVID POLSON 4, 5 13/09/2011 10 6.8 1,000,342 -5,000 Aurizon Mines Ltd. Common Shares HALL, DAVID POLSON 4, 5 14/09/2011 10 6.85 995,342 -5,000 Aurizon Mines Ltd. Common Shares HALL, DAVID POLSON 4, 5 14/09/2011 10 6.84 990,342 -5,000 Aurizon Mines Ltd. Common Shares Walton, Ian Stirling 4, 5 09/09/2011 51 130,850 20,000 Aurizon Mines Ltd. Common Shares Walton, Ian Stirling 4, 5 09/09/2011 10 6.8 110,850 -20,000 Aurizon Mines Ltd. Options Incentive Walton, Ian Stirling 4, 5 09/09/2011 51 4.1 805,000 -20,000 AutoCanada Inc. Restricted share units Orysiuk, Thomas Louis 6, 7 15/09/2011 35 8,430 183 AutoCanada Inc. Restricted share units Rose, Stephen Richard 5 15/09/2011 35 3,582 77 Edward Avala Resources Ltd. Options Goodman, Jonathan Carter 4 08/09/2011 50 1.2 250,000 25,000

Bankers Petroleum Ltd. Common Shares Badwi, Abdel Fattah 4 09/09/2011 10 4.4 35,000 -70,000 Bankers Petroleum Ltd. Common Shares Badwi, Abdel Fattah 4 09/09/2011 11 0 -35,000 Bankers Petroleum Ltd. Common Shares Badwi, Abdel Fattah 4 09/09/2011 10 4.39 1,068,001 100,000 Bankers Petroleum Ltd. Common Shares Badwi, Abdel Fattah 4 13/09/2011 51 1.53 1,093,001 25,000 Bankers Petroleum Ltd. Options Badwi, Abdel Fattah 4 13/09/2011 51 1.53 3,469,444 -25,000 Bankers Petroleum Ltd. Common Shares Cobo, Leonidha 7 08/09/2011 10 4.5 43,222 11,000 Bankers Petroleum Ltd. Common Shares Cross, Robert Melvin 4 12/09/2011 10 4.1713 2,003,600 50,000 Douglas Bankers Petroleum Ltd. Common Shares Gupta, Suneel Krishan 7, 5 09/09/2011 10 4.3 15,000 5,000 Bankers Petroleum Ltd. Common Shares URCH, Douglas Charles 5 13/09/2011 51 1.53 589,722 10,000 Bankers Petroleum Ltd. Options URCH, Douglas Charles 5 13/09/2011 51 1.53 1,580,556 -10,000 Barker Minerals Ltd. Common Shares Kristian, Jerry 4 13/09/2011 10 0.075 8,249,333 187,000 Barker Minerals Ltd. Common Shares Kristian, Jerry 4 14/09/2011 10 0.09 8,261,333 12,000 Barrick Gold Corporation Common Shares Buchanan, Paul Andrew 7 08/09/2011 51 26.84 260 260 Barrick Gold Corporation Common Shares Buchanan, Paul Andrew 7 08/09/2011 10 55.262 0 -260 Barrick Gold Corporation Options Stock Option Buchanan, Paul Andrew 7 08/09/2011 51 26.84 0 -260 Plan (2004) Barrick Gold Corporation Common Shares Galbraith, Stephen Robin 7 08/09/2011 51 42.58 2,500 2,500 Barrick Gold Corporation Common Shares Galbraith, Stephen Robin 7 08/09/2011 10 55.5 0 -2,500 Barrick Gold Corporation Options Stock Option Galbraith, Stephen Robin 7 08/09/2011 51 42.58 12,500 -2,500 Plan (2004) Barrick Gold Corporation Common Shares Kinver, Peter James Vivian 5 09/09/2011 51 30.41 60,000 60,000

Barrick Gold Corporation Common Shares Kinver, Peter James Vivian 5 09/09/2011 10 55.04 0 -60,000

Barrick Gold Corporation Options Stock Option Kinver, Peter James Vivian 5 09/09/2011 51 30.41 502,444 -60,000 Plan (2004) BCGold Corp. Common Shares Roberts, George Wesley 4 12/09/2011 00 287,000 BCGold Corp. Warrants Roberts, George Wesley 4 12/09/2011 00 502,250 Biosign Technologies Inc. Options Bloom, Steven Allen 4 12/09/2011 00 Biosign Technologies Inc. Options Bloom, Steven Allen 4 12/09/2011 50 300,000 300,000 BIOX Corporation Common Shares Beamish, Thomas Robert 4 09/09/2011 10 0.9 2,664,571 20,000 BIOX Corporation Common Shares Beamish, Thomas Robert 4 12/09/2011 10 0.8538 2,668,571 4,000 BIOX Corporation Common Shares Beamish, Thomas Robert 4 13/09/2011 10 0.9 2,700,571 32,000 BIOX Corporation Common Shares Clinning, Christopher 5 12/09/2011 10 0.86 299,600 23,500 Anthony BIOX Corporation Common Shares Clinning, Christopher 5 14/09/2011 10 0.95 306,100 6,500 Anthony BIOX Corporation Common Shares Lewis, Scott Bland Lewis 5 12/09/2011 10 0.93 221,021 15,000 BIOX Corporation Common Shares Lewis, Scott Bland Lewis 5 13/09/2011 10 0.94 241,021 20,000 BIOX Corporation Common Shares Paik, Nakyun G. 5 14/09/2011 10 0.94 14,000 3,000 BIOX Corporation Common Shares Paik, Nakyun G. 5 14/09/2011 10 0.95 15,000 1,000 Bird River Resources Inc. Common Shares Kushniruk, David 3 16/09/2011 10 0.1517 -87,000 Bird River Resources Inc. Common Shares Kushniruk, David 3 16/09/2011 10 0.1517 1,472,000 -81,000 Bison Gold Resources Inc. Options Chabursky, Borys 4 06/09/2011 50 0.225 150,000 Bison Gold Resources Inc. Options Chabursky, Borys 4 06/09/2011 50 0.2 550,000 150,000 Bison Gold Resources Inc. Options Ewart, Lucas 5 06/09/2011 50 0.225 300,000 Bison Gold Resources Inc. Options Ewart, Lucas 5 06/09/2011 50 0.2 2,197,000 300,000 Bison Gold Resources Inc. Common Shares GC-Global Capital Corp. 3 14/09/2009 10 0.2 -40,500 Bison Gold Resources Inc. Common Shares GC-Global Capital Corp. 3 14/09/2011 10 0.2 2,992,000 -40,500 Bison Gold Resources Inc. Options Mousavi, Amir 5 06/09/2011 50 0.225 200,000 Bison Gold Resources Inc. Options Mousavi, Amir 5 06/09/2011 50 0.2 1,000,000 200,000 Blacksteel Energy Inc. Common Shares Treitz, Leslie Walter 4 02/09/2011 00 Blacksteel Energy Inc. Common Shares Treitz, Leslie Walter 4 02/09/2011 00 Blacksteel Energy Inc. Common Shares Treitz, Leslie Walter 4 02/09/2011 00

September 23, 2011 (2011) 34 OSCB 9852

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Blacksteel Energy Inc. Common Shares Treitz, Leslie Walter 4 02/09/2011 00 Blacksteel Energy Inc. Common Shares Treitz, Leslie Walter 4 02/09/2011 00 Blacksteel Energy Inc. Options Treitz, Leslie Walter 4 02/09/2011 00 Blacksteel Energy Inc. Options Treitz, Leslie Walter 4 02/09/2011 00 Blacksteel Energy Inc. Options Treitz, Leslie Walter 4 02/09/2011 00 Blacksteel Energy Inc. Options Treitz, Leslie Walter 4 02/09/2011 00 Blacksteel Energy Inc. Options Treitz, Leslie Walter 4 02/09/2011 00 Blue Note Mining Inc. Common Shares Consolidated International 3 08/09/2011 10 0.08 2,182,000 -150,000 Investment Holdings Inc.

Blue River Resources Ltd. Common Shares Sing, Nadwynn 4, 5 13/09/2011 10 0.21 160,000 10,000 BNS Split Corp. II Capital Shares Periscope Capital Inc. 3 30/04/2011 00 BNS Split Corp. II Capital Shares Periscope Capital Inc. 3 30/04/2011 00 BNS Split Corp. II Capital Shares Periscope Capital Inc. 3 08/09/2011 00 618,600 BNS Split Corp. II Preferred Shares Class B, Periscope Capital Inc. 3 08/09/2011 00 170,000 Series 1 BNS Split Corp. II Preferred Shares Class B, Periscope Capital Inc. 3 09/09/2011 10 18.94 170,300 300 Series 1 Boardwalk Real Estate Trust Units Brimmell, Jonathan David 5 14/09/2011 10 50.25 987 -900 Investment Trust Boardwalk Real Estate Trust Units Brimmell, Jonathan David 5 14/09/2011 10 50.26 957 -30 Investment Trust Boardwalk Real Estate Trust Units DEWALD, James Richard 4 09/09/2011 10 49 10,741 -2,000 Investment Trust Bonavista Energy Common Shares Robinson, Lynda Julie 5 14/09/2011 10 23.68 15,745 50 Corporation Bonavista Energy Common Shares Robinson, Lynda Julie 5 14/09/2011 10 23.69 15,888 143 Corporation Bonavista Energy Common Shares Robinson, Lynda Julie 5 14/09/2011 10 23.69 16,020 132 Corporation Bonnett's Energy Corp. Common Shares Clarke Inc. 3 09/09/2011 10 2.75 2,904,930 2,000 Bonnett's Energy Corp. Common Shares Clarke Inc. 3 12/09/2011 10 2.75 2,906,030 1,100 Bonnett's Energy Corp. Common Shares Clarke Inc. 3 13/09/2011 10 2.9 2,907,830 1,800 Boston Pizza Royalties Units Bews, Wes 5 16/09/2011 10 13.07 8,500 200 Income Fund Boston Pizza Royalties Units Pacinda, Mark George 6 13/09/2011 10 12.99 13,800 1,700 Income Fund BRAMPTON BRICK Subordinate Voting Brazos Brick Holdings 3 13/09/2011 10 3 1,342,820 265,400 LIMITED Shares - Class A Limited BRAMPTON BRICK Subordinate Voting Buhler, John 3 13/09/2011 10 3 1,504,200 425,000 LIMITED Shares - Class A BRAMPTON BRICK Subordinate Voting Buhler, John 3 13/09/2011 10 3 423,900 277,300 LIMITED Shares - Class A Bravura Ventures Corp. Common Shares Bellian, Brook 4 31/08/2011 10 0.165 588,000 -5,000 Brixton Metals Corporation Common Shares Kayll, Glen 4 05/09/2011 10 0.1 40,000

Brixton Metals Corporation Common Shares Kayll, Glen 4 06/09/2011 10 0.1 1,539,998 40,000

Brixton Metals Corporation Options Kayll, Glen 4 06/09/2011 50 0.11 370,000 220,000

Brixton Metals Corporation Options Moodie, Cale 4, 5 07/09/2011 50 0.11 600,000 300,000

Brixton Metals Corporation Common Shares Thompson, Gary Robert 6 13/09/2011 10 0.1 4,114,867 90,500

Brompton Corp. (formerly Class A Common Shares Braaten, Peter A. 4, 6, 7 09/09/2011 11 27.145 1,173,083 384,750 Duntroon Energy Ltd.) Brompton Corp. (formerly Class A Common Shares Caranci, Mark A. 4, 6, 5 09/09/2011 11 27.145 185,599 170,000 Duntroon Energy Ltd.) Brompton Corp. (formerly Class A Common Shares Eakin, Joan 6 09/09/2011 00 169,914 Duntroon Energy Ltd.) Brompton Corp. (formerly Common Shares Eakin, Joan 6 09/09/2011 00 320,000 Duntroon Energy Ltd.) Brompton Corp. (formerly Class A Common Shares Hoffmann, Christopher 4, 6, 7 09/09/2011 11 27.145 169,914 85,250 Duntroon Energy Ltd.) Brookfield Asset Common Shares Class A Brookfield Asset 1 09/09/2011 38 27.773 74,400 74,400 Management Inc. Limited Voting Management Inc. Brookfield Asset Common Shares Class A Brookfield Asset 1 12/09/2011 38 27.469 200,000 Management Inc. Limited Voting Management Inc. Brookfield Asset Common Shares Class A Brookfield Asset 1 12/09/2011 38 27.469 274,400 200,000 Management Inc. Limited Voting Management Inc. Brookfield Asset Common Shares Class A Brookfield Asset 1 13/09/2011 38 27.787 367,400 93,000 Management Inc. Limited Voting Management Inc.

September 23, 2011 (2011) 34 OSCB 9853

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Brookfield Asset Common Shares Class A Brookfield Asset 1 16/09/2011 38 0 -367,400 Management Inc. Limited Voting Management Inc. Brookfield Office Properties Common Shares Brookfield Office Properties 1 09/09/2011 38 15.891 100,000 100,000 Inc. Inc. Brookfield Office Properties Common Shares Brookfield Office Properties 1 09/09/2011 38 0 -100,000 Inc. Inc. Brookfield Residential Common Shares Brookfield Asset 3 09/09/2011 10 7.4229 67,144,278 216,037 Properties Inc. Management Inc. Brookfield Residential Common Shares Brookfield Asset 3 12/09/2011 10 7.4536 67,150,078 5,800 Properties Inc. Management Inc. Brookfield Residential Common Shares Brookfield Asset 3 13/09/2011 10 7.1 67,305,153 155,075 Properties Inc. Management Inc. Brookfield Residential Common Shares Brookfield Asset 3 15/09/2011 10 6.9929 67,323,853 18,700 Properties Inc. Management Inc. BTB Real Estate Investment Trust Units Léonard, Michel 4, 5 14/09/2011 10 0.82 1,130,142 6,000 Trust BTB Real Estate Investment Trust Units Léonard, Michel 4, 5 16/09/2011 10 0.82 1,135,642 5,500 Trust Buhler Industries Inc. Common Shares Buhler, John 3, 4 12/09/2011 10 5.25 112,340 13,800 Buhler Industries Inc. Common Shares Buhler, John 3, 4 13/09/2011 10 5.3 112,540 200 BURCON NUTRASCIENCE Options Gilpin, John Douglas 4 01/09/2011 00 CORPORATION

Burnstone Ventures Inc. Common Shares McGrath, Emmet 4 03/08/2011 10 0.225 -4,500 Burnstone Ventures Inc. Common Shares McGrath, Emmet 4 30/08/2011 10 0.225 43,928 -4,500 Buzz Telecommunications Options Bensoussan, Michel 3, 6, 5 12/07/2011 52 0.25 0 -200,000 Services Inc (formerly Knowlton Capital Inc.) Buzz Telecommunications Options Hazan, Elie 3, 6, 5 12/07/2011 52 0.25 0 -200,000 Services Inc (formerly Knowlton Capital Inc.) Buzz Telecommunications Options Hazan, Rafi 3, 4, 6, 5 12/07/2011 52 0.25 0 -200,000 Services Inc (formerly Knowlton Capital Inc.) Buzz Telecommunications Options Houle, Raymond 5 12/07/2011 52 0.25 0 -75,000 Services Inc (formerly Knowlton Capital Inc.) Cadillac Mining Corporation Common Shares Audet, Andre Joseph 3, 4, 5 15/09/2011 10 0.165 3,091,285 1,000

Calian Technologies Ltd. Common Shares Calian Technologies Ltd 1 07/09/2011 38 18 1,000 1,000 Calian Technologies Ltd. Common Shares Calian Technologies Ltd 1 07/09/2011 38 0 -1,000 Calian Technologies Ltd. Common Shares Calian Technologies Ltd 1 08/09/2011 38 17.7 1,000 1,000 Calian Technologies Ltd. Common Shares Calian Technologies Ltd 1 08/09/2011 38 0 -1,000 Calian Technologies Ltd. Common Shares Calian Technologies Ltd 1 09/09/2011 38 17.93 1,000 1,000 Calian Technologies Ltd. Common Shares Calian Technologies Ltd 1 09/09/2011 38 0 -1,000 Calian Technologies Ltd. Common Shares Calian Technologies Ltd 1 12/09/2011 38 17.49 1,000 1,000 Calian Technologies Ltd. Common Shares Calian Technologies Ltd 1 12/09/2011 38 0 -1,000 Calian Technologies Ltd. Common Shares Calian Technologies Ltd 1 13/09/2011 38 17.68 800 800 Calian Technologies Ltd. Common Shares Calian Technologies Ltd 1 13/09/2011 38 0 -800 Calian Technologies Ltd. Common Shares Calian Technologies Ltd 1 14/09/2011 38 17.5 1,000 1,000 Calian Technologies Ltd. Common Shares Calian Technologies Ltd 1 14/09/2011 38 0 -1,000 Calian Technologies Ltd. Deferred Share Units Tkachuk, David George 4 07/09/2011 57 551 4 (Cash Value of Common Shares) Calmena Energy Services Common Shares Beattie, Bill James 5 15/09/2011 10 0.365 1,870,867 50,000 Inc. (formerly BlackWatch Energy Services Corp.) Canaccord Financial Inc. Common Shares Saunders, Graham Edward 7 13/09/2011 10 9.3722 239,291 -14,000

Canadian Apartment Options Kenney, Mark 5 13/09/2011 51 14.1 0 -10,000 Properties Real Estate Investment Trust Canadian Apartment Trust Units Kenney, Mark 5 13/09/2011 51 14.1 49,132 10,000 Properties Real Estate Investment Trust Canadian Apartment Trust Units Kenney, Mark 5 13/09/2011 10 20.72 39,132 -10,000 Properties Real Estate Investment Trust Canadian Helicopters Group Common Shares Blakely, Robert George 5 16/09/2011 10 24.12 13,270 -400 Inc. Canadian Helicopters Group Common Shares Blakely, Robert George 5 16/09/2011 10 24.2 12,270 -1,000 Inc. Canadian Helicopters Group Common Shares Seguin, Sylvain 5 31/12/2010 00 Inc.

September 23, 2011 (2011) 34 OSCB 9854

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Canadian Helicopters Group Common Shares Seguin, Sylvain 5 15/09/2011 30 24.19 977 977 Inc. Canadian Imperial Bank of Common Shares Venn, Richard 7, 5 06/09/2011 51 55.1 89,988 27,000 Commerce Canadian Imperial Bank of Common Shares Venn, Richard 7, 5 06/09/2011 10 75.29 62,988 -27,000 Commerce Canadian Imperial Bank of Options Venn, Richard 7, 5 06/09/2011 51 75.29 -27,000 Commerce Canadian Imperial Bank of Options Venn, Richard 7, 5 06/09/2011 51 55.1 110,430 -27,000 Commerce Canadian National Railway Common Shares Creel, Keith E. 5 15/09/2011 51 29.185 50,246 36,000 Company Canadian National Railway Common Shares Creel, Keith E. 5 15/09/2011 10 71.1 14,246 -36,000 Company Canadian National Railway Options Creel, Keith E. 5 15/09/2011 51 29.185 312,940 -36,000 Company Canadian National Railway Common Shares Danielwicz, James B. 5 13/09/2011 51 44.925 7,200 Company Canadian National Railway Common Shares Danielwicz, James B. 5 13/09/2011 51 44.925 7,200 Company Canadian National Railway Common Shares Danielwicz, James B. 5 13/09/2011 52 44.67 6,000 Company Canadian National Railway Common Shares Danielwicz, James B. 5 13/09/2011 52 44.67 6,000 Company Canadian National Railway Common Shares Danielwicz, James B. 5 13/09/2011 10 69.8 -13,200 Company Canadian National Railway Common Shares Danielwicz, James B. 5 13/09/2011 10 69.8 -13,200 Company Canadian National Railway Options Danielwicz, James B. 5 13/09/2011 51 44.925 -7,200 Company Canadian National Railway Options Danielwicz, James B. 5 13/09/2011 51 44.925 -7,200 Company Canadian National Railway Options Danielwicz, James B. 5 13/09/2011 51 44.67 -6,000 Company Canadian National Railway Options Danielwicz, James B. 5 13/09/2011 51 44.67 -6,000 Company Canadian Natural Resources Common Shares Langille, John Graham 4, 5 08/09/2011 47 35.72 1,761,340 -6,000 Limited Canadian Oil Recovery & Common Shares Gress, Alexander Edward 4 15/09/2011 10 0.385 907,416 6,000 Remediation Enterprises Ltd.

Canadian Oil Recovery & Common Shares Lorenzo, John Michael 4 09/09/2011 10 0.39 42,500 12,500 Remediation Enterprises Ltd.

Canadian Oil Recovery & Common Shares Lorenzo, John Michael 4 09/09/2011 10 0.393 46,000 3,500 Remediation Enterprises Ltd.

Canadian Oil Recovery & Common Shares Lorenzo, John Michael 4 09/09/2011 10 0.395 54,000 8,000 Remediation Enterprises Ltd.

Canadian Oil Recovery & Common Shares Lorenzo, John Michael 4 12/09/2011 10 0.4 65,000 11,000 Remediation Enterprises Ltd.

Canadian Oil Recovery & Common Shares Lorenzo, John Michael 4 13/09/2011 10 0.4 66,000 1,000 Remediation Enterprises Ltd.

Canadian Oil Recovery & Common Shares Lorenzo, John Michael 4 14/09/2011 10 0.4 2,946,929 1,500 Remediation Enterprises Ltd.

Canadian Oil Recovery & Common Shares Lorenzo, John Michael 4 15/09/2011 10 0.387 2,948,929 2,000 Remediation Enterprises Ltd.

Canadian Oil Recovery & Common Shares Lorenzo, John Michael 4 15/09/2011 10 0.385 2,957,929 9,000 Remediation Enterprises Ltd.

Canadian Oil Sands Limited Common Shares Bourne, Ian Alexander 4 15/09/2011 10 21.71 14,283 921

Canadian Oil Sands Limited Deferred Share Units Grandey, Gerald Wayne 4 15/09/2011 56 1,741 961

Canadian Oil Sands Limited Deferred Share Units LOWRY, Donald James 4 15/09/2011 30 2,335

September 23, 2011 (2011) 34 OSCB 9855

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Canadian Oil Sands Limited Deferred Share Units LOWRY, Donald James 4 15/09/2011 56 5,969 2,335

Canadian Oil Sands Limited Deferred Share Units Read, John K. 4 15/09/2011 30 1,442

Canadian Oil Sands Limited Deferred Share Units Read, John K. 4 15/09/2011 56 3,687 1,442

Canadian Oil Sands Limited Common Shares Sangster, Brant G. 4 15/09/2011 10 21.71 19,193 921

Canadian Oil Sands Limited Common Shares Shultz, C.E. (Chuck) 4 15/09/2011 10 21.71 107,583 921

Canadian Oil Sands Limited Common Shares Twiss, Wesley R. 4 15/09/2011 10 21.71 46,900 1,047

Canadian Oil Sands Limited Deferred Share Units Zaozirny, John Brian 4 15/09/2011 56 3,687 1,442

Canadian Pacific Railway Options Phillips, Roger 4 15/09/2011 51 27.62 15,900 -100 Limited Canadian Pacific Railway Options Phillips, Roger 4 15/09/2011 51 27.62 15,600 -300 Limited Canadian Pacific Railway Options Phillips, Roger 4 15/09/2011 51 27.62 12,000 -3,600 Limited Canadian Pacific Railway Options Phillips, Roger 4 15/09/2011 51 27.62 11,900 -100 Limited Canadian Pacific Railway Options Phillips, Roger 4 15/09/2011 51 27.62 11,800 -100 Limited Canadian Pacific Railway Options Phillips, Roger 4 15/09/2011 51 27.62 11,000 -800 Limited Canadian Pacific Railway Options Phillips, Roger 4 15/09/2011 51 27.62 8,000 -3,000 Limited Canadian Satellite Radio Options Class A Canadian Broadcasting 3 21/06/2011 00 Holdings Inc. Corporation Canadian Satellite Radio Options Class A Canadian Broadcasting 3 23/08/2011 11 3 25,000 25,000 Holdings Inc. Corporation Canadian Satellite Radio Options Class A Tremblay, Michel 4 21/06/2011 00 Holdings Inc. Canadian Satellite Radio Options Class A Tremblay, Michel 4 23/08/2011 50 3 25,000 25,000 Holdings Inc. Canadian Satellite Radio Options Class A Tremblay, Michel 4 23/08/2011 11 3 0 -25,000 Holdings Inc. Canadian Tire Corporation, Non-Voting Shares Class Canadian Tire Corporation, 1 13/09/2011 38 55.76 21,040 21,040 Limited A Limited Canadian Tire Corporation, Non-Voting Shares Class Canadian Tire Corporation, 1 13/09/2011 38 55.76 0 -21,040 Limited A Limited Canadian Tire Corporation, Non-Voting Shares Class Collver, Robyn Anne 3, 7, 5 13/09/2011 10 56.01 763,483 -100 Limited A Canadian Tire Corporation, Non-Voting Shares Class Collver, Robyn Anne 3, 7, 5 13/09/2011 10 56.01 763,383 -100 Limited A Canadian Tire Corporation, Non-Voting Shares Class Collver, Robyn Anne 3, 7, 5 13/09/2011 10 56.01 763,283 -100 Limited A Canadian Tire Corporation, Non-Voting Shares Class Collver, Robyn Anne 3, 7, 5 13/09/2011 10 56.01 763,183 -100 Limited A Canadian Tire Corporation, Non-Voting Shares Class Collver, Robyn Anne 3, 7, 5 13/09/2011 10 56.01 762,983 -200 Limited A Canadian Tire Corporation, Non-Voting Shares Class Collver, Robyn Anne 3, 7, 5 13/09/2011 10 56.01 762,483 -500 Limited A Canadian Tire Corporation, Non-Voting Shares Class Collver, Robyn Anne 3, 7, 5 13/09/2011 10 56.01 761,583 -900 Limited A Canadian Tire Corporation, Non-Voting Shares Class Collver, Robyn Anne 3, 7, 5 13/09/2011 10 55.75 759,083 -2,500 Limited A Canadian Tire Corporation, Non-Voting Shares Class Collver, Robyn Anne 3, 7, 5 13/09/2011 10 55.82 758,083 -1,000 Limited A Canadian Tire Corporation, Non-Voting Shares Class Collver, Robyn Anne 3, 7, 5 13/09/2011 10 55.91 757,983 -100 Limited A Canadian Tire Corporation, Non-Voting Shares Class Collver, Robyn Anne 3, 7, 5 13/09/2011 10 55.91 757,083 -900 Limited A Canadian Tire Corporation, Non-Voting Shares Class Collver, Robyn Anne 3, 7, 5 13/09/2011 10 56.14 756,083 -1,000 Limited A Canadian Tire Corporation, Non-Voting Shares Class Collver, Robyn Anne 3, 7, 5 13/09/2011 10 56.25 755,583 -500 Limited A Canadian Tire Corporation, Non-Voting Shares Class Collver, Robyn Anne 3, 7, 5 13/09/2011 10 56.3 755,483 -100 Limited A

September 23, 2011 (2011) 34 OSCB 9856

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Canadian Tire Corporation, Non-Voting Shares Class Collver, Robyn Anne 3, 7, 5 13/09/2011 10 56.01 755,383 -100 Limited A Canadian Tire Corporation, Non-Voting Shares Class Collver, Robyn Anne 3, 7, 5 13/09/2011 10 56 755,183 -200 Limited A Canadian Tire Corporation, Non-Voting Shares Class Collver, Robyn Anne 3, 7, 5 13/09/2011 10 56.02 754,683 -500 Limited A Canadian Tire Corporation, Non-Voting Shares Class Collver, Robyn Anne 3, 7, 5 15/09/2011 10 57.97 754,583 -100 Limited A Canadian Tire Corporation, Non-Voting Shares Class Collver, Robyn Anne 3, 7, 5 15/09/2011 10 57.97 754,183 -400 Limited A Canadian Tire Corporation, Non-Voting Shares Class Collver, Robyn Anne 3, 7, 5 15/09/2011 10 57.24 754,083 -100 Limited A Canadian Tire Corporation, Non-Voting Shares Class Collver, Robyn Anne 3, 7, 5 15/09/2011 10 57.24 753,683 -400 Limited A Canadian Tire Corporation, Non-Voting Shares Class Collver, Robyn Anne 3, 7, 5 15/09/2011 10 57.06 753,583 -100 Limited A Canadian Tire Corporation, Non-Voting Shares Class Collver, Robyn Anne 3, 7, 5 15/09/2011 10 57.07 753,483 -100 Limited A Canadian Tire Corporation, Non-Voting Shares Class Collver, Robyn Anne 3, 7, 5 15/09/2011 10 57.06 752,883 -600 Limited A Canadian Tire Corporation, Non-Voting Shares Class Collver, Robyn Anne 3, 7, 5 15/09/2011 10 56.88 752,683 -200 Limited A Canadian Tire Corporation, Non-Voting Shares Class Collver, Robyn Anne 3, 7, 5 15/09/2011 10 56.88 752,283 -400 Limited A Canadian Tire Corporation, Non-Voting Shares Class Collver, Robyn Anne 3, 7, 5 15/09/2011 10 57 752,083 -200 Limited A Canadian Tire Corporation, Non-Voting Shares Class Goodfellow, James Lorne 4 07/10/2010 00 Limited A Canadian Tire Corporation, Non-Voting Shares Class Goodfellow, James Lorne 4 29/08/2011 10 53.53 6,000 6,000 Limited A Canadian Tire Corporation, Non-Voting Shares Class Lynar, Hugh 3 13/09/2011 10 56.01 763,483 -100 Limited A Canadian Tire Corporation, Non-Voting Shares Class Lynar, Hugh 3 13/09/2011 10 56.01 763,383 -100 Limited A Canadian Tire Corporation, Non-Voting Shares Class Lynar, Hugh 3 13/09/2011 10 56.01 763,283 -100 Limited A Canadian Tire Corporation, Non-Voting Shares Class Lynar, Hugh 3 13/09/2011 10 56.01 763,183 -100 Limited A Canadian Tire Corporation, Non-Voting Shares Class Lynar, Hugh 3 13/09/2011 10 56.01 762,983 -200 Limited A Canadian Tire Corporation, Non-Voting Shares Class Lynar, Hugh 3 13/09/2011 10 56.01 762,483 -500 Limited A Canadian Tire Corporation, Non-Voting Shares Class Lynar, Hugh 3 13/09/2011 10 56.01 761,583 -900 Limited A Canadian Tire Corporation, Non-Voting Shares Class Lynar, Hugh 3 13/09/2011 10 55.75 759,083 -2,500 Limited A Canadian Tire Corporation, Non-Voting Shares Class Lynar, Hugh 3 13/09/2011 10 55.82 758,083 -1,000 Limited A Canadian Tire Corporation, Non-Voting Shares Class Lynar, Hugh 3 13/09/2011 10 55.91 757,983 -100 Limited A Canadian Tire Corporation, Non-Voting Shares Class Lynar, Hugh 3 13/09/2011 10 55.91 757,083 -900 Limited A Canadian Tire Corporation, Non-Voting Shares Class Lynar, Hugh 3 13/09/2011 10 56.14 756,083 -1,000 Limited A Canadian Tire Corporation, Non-Voting Shares Class Lynar, Hugh 3 13/09/2011 10 56.25 755,583 -500 Limited A Canadian Tire Corporation, Non-Voting Shares Class Lynar, Hugh 3 13/09/2011 10 56.3 755,483 -100 Limited A Canadian Tire Corporation, Non-Voting Shares Class Lynar, Hugh 3 13/09/2011 10 56.01 755,383 -100 Limited A Canadian Tire Corporation, Non-Voting Shares Class Lynar, Hugh 3 13/09/2011 10 56 755,183 -200 Limited A Canadian Tire Corporation, Non-Voting Shares Class Lynar, Hugh 3 13/09/2011 10 56.02 754,683 -500 Limited A Canadian Tire Corporation, Non-Voting Shares Class Lynar, Hugh 3 15/09/2011 10 57.97 754,583 -100 Limited A Canadian Tire Corporation, Non-Voting Shares Class Lynar, Hugh 3 15/09/2011 11 57.97 754,183 -400 Limited A Canadian Tire Corporation, Non-Voting Shares Class Lynar, Hugh 3 15/09/2011 10 57.24 754,083 -100 Limited A Canadian Tire Corporation, Non-Voting Shares Class Lynar, Hugh 3 15/09/2011 10 57.24 753,683 -400 Limited A

September 23, 2011 (2011) 34 OSCB 9857

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Canadian Tire Corporation, Non-Voting Shares Class Lynar, Hugh 3 15/09/2011 10 57.06 753,583 -100 Limited A Canadian Tire Corporation, Non-Voting Shares Class Lynar, Hugh 3 15/09/2011 10 57.07 753,483 -100 Limited A Canadian Tire Corporation, Non-Voting Shares Class Lynar, Hugh 3 15/09/2011 10 57.06 752,883 -600 Limited A Canadian Tire Corporation, Non-Voting Shares Class Lynar, Hugh 3 15/09/2011 10 56.88 752,683 -200 Limited A Canadian Tire Corporation, Non-Voting Shares Class Lynar, Hugh 3 15/09/2011 10 56.88 752,283 -400 Limited A Canadian Tire Corporation, Non-Voting Shares Class Lynar, Hugh 3 15/09/2011 10 57 752,083 -200 Limited A Canadian Tire Corporation, Non-Voting Shares Class McCann, Dean Charles 7, 5 13/09/2011 10 56.01 763,483 -100 Limited A Canadian Tire Corporation, Non-Voting Shares Class McCann, Dean Charles 7, 5 13/09/2011 10 56.01 763,383 -100 Limited A Canadian Tire Corporation, Non-Voting Shares Class McCann, Dean Charles 7, 5 13/09/2011 10 56.01 763,283 -100 Limited A Canadian Tire Corporation, Non-Voting Shares Class McCann, Dean Charles 7, 5 13/09/2011 10 56.01 763,183 -100 Limited A Canadian Tire Corporation, Non-Voting Shares Class McCann, Dean Charles 7, 5 13/09/2011 10 56.01 762,983 -200 Limited A Canadian Tire Corporation, Non-Voting Shares Class McCann, Dean Charles 7, 5 13/09/2011 10 56.01 762,483 -500 Limited A Canadian Tire Corporation, Non-Voting Shares Class McCann, Dean Charles 7, 5 13/09/2011 10 56.01 761,583 -900 Limited A Canadian Tire Corporation, Non-Voting Shares Class McCann, Dean Charles 7, 5 13/09/2011 10 55.75 759,083 -2,500 Limited A Canadian Tire Corporation, Non-Voting Shares Class McCann, Dean Charles 7, 5 13/09/2011 10 55.82 758,083 -1,000 Limited A Canadian Tire Corporation, Non-Voting Shares Class McCann, Dean Charles 7, 5 13/09/2011 10 55.91 757,983 -100 Limited A Canadian Tire Corporation, Non-Voting Shares Class McCann, Dean Charles 7, 5 13/09/2011 10 55.91 757,083 -900 Limited A Canadian Tire Corporation, Non-Voting Shares Class McCann, Dean Charles 7, 5 13/09/2011 10 56.14 756,083 -1,000 Limited A Canadian Tire Corporation, Non-Voting Shares Class McCann, Dean Charles 7, 5 13/09/2011 10 56.25 755,583 -500 Limited A Canadian Tire Corporation, Non-Voting Shares Class McCann, Dean Charles 7, 5 13/09/2011 10 56.3 755,483 -100 Limited A Canadian Tire Corporation, Non-Voting Shares Class McCann, Dean Charles 7, 5 13/09/2011 10 56.01 755,383 -100 Limited A Canadian Tire Corporation, Non-Voting Shares Class McCann, Dean Charles 7, 5 13/09/2011 10 56 755,183 -200 Limited A Canadian Tire Corporation, Non-Voting Shares Class McCann, Dean Charles 7, 5 13/09/2011 10 56.02 754,683 -500 Limited A Canadian Tire Corporation, Non-Voting Shares Class McCann, Dean Charles 7, 5 15/09/2011 10 57.97 754,583 -100 Limited A Canadian Tire Corporation, Non-Voting Shares Class McCann, Dean Charles 7, 5 15/09/2011 10 57.97 754,183 -400 Limited A Canadian Tire Corporation, Non-Voting Shares Class McCann, Dean Charles 7, 5 15/09/2011 10 57.24 754,083 -100 Limited A Canadian Tire Corporation, Non-Voting Shares Class McCann, Dean Charles 7, 5 15/09/2011 10 57.24 753,683 -400 Limited A Canadian Tire Corporation, Non-Voting Shares Class McCann, Dean Charles 7, 5 15/09/2011 10 57.06 753,583 -100 Limited A Canadian Tire Corporation, Non-Voting Shares Class McCann, Dean Charles 7, 5 15/09/2011 10 57.07 753,483 -100 Limited A Canadian Tire Corporation, Non-Voting Shares Class McCann, Dean Charles 7, 5 15/09/2011 10 57.06 752,883 -600 Limited A Canadian Tire Corporation, Non-Voting Shares Class McCann, Dean Charles 7, 5 15/09/2011 10 56.88 752,683 -200 Limited A Canadian Tire Corporation, Non-Voting Shares Class McCann, Dean Charles 7, 5 15/09/2011 10 56.88 752,283 -400 Limited A Canadian Tire Corporation, Non-Voting Shares Class McCann, Dean Charles 7, 5 15/09/2011 10 57 752,083 -200 Limited A Canadian Utilities Limited Non-Voting Shares Class Myles, Robert J. 7 13/09/2011 51 43.56 4,050 4,000 A Canadian Utilities Limited Non-Voting Shares Class Myles, Robert J. 7 13/09/2011 10 60.28 3,450 -600 A Canadian Utilities Limited Non-Voting Shares Class Myles, Robert J. 7 13/09/2011 10 60.25 2,450 -1,000 A

September 23, 2011 (2011) 34 OSCB 9858

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Canadian Utilities Limited Non-Voting Shares Class Myles, Robert J. 7 13/09/2011 10 60.22 2,350 -100 A Canadian Utilities Limited Non-Voting Shares Class Myles, Robert J. 7 13/09/2011 10 60.21 250 -2,100 A Canadian Utilities Limited Non-Voting Shares Class Myles, Robert J. 7 13/09/2011 10 60.17 150 -100 A Canadian Utilities Limited Non-Voting Shares Class Myles, Robert J. 7 13/09/2011 10 60.16 50 -100 A Canadian Utilities Limited Non-Voting Shares Class Myles, Robert J. 7 14/09/2011 51 47.84 4,050 4,000 A Canadian Utilities Limited Non-Voting Shares Class Myles, Robert J. 7 14/09/2011 10 60.26 50 -4,000 A Canadian Utilities Limited Options Myles, Robert J. 7 13/09/2011 51 0 -4,000 Canadian Utilities Limited Options 47.84 Myles, Robert J. 7 14/09/2011 51 1,000 -4,000 Canadian Western Bank Common Shares Garvey, Randell William 5 12/09/2011 10 26.77 10,408 190 Candente Copper Corp. Common Shares Marticorena, Marco 5 15/08/2011 00 Alejandro Candente Copper Corp. Options Marticorena, Marco 5 15/08/2011 00 Alejandro Candente Copper Corp. Warrants Marticorena, Marco 5 15/08/2011 00 Alejandro Candente Gold Corp. Common Shares Marticorena, Marco 5 15/08/2011 00 Alejandro Candente Gold Corp. Options Marticorena, Marco 5 15/08/2011 00 Alejandro Candente Gold Corp. Warrants Marticorena, Marco 5 15/08/2011 00 Alejandro CanElson Drilling Inc. Common Shares Kolasa, Lawrence 5 14/09/2011 10 3.95 157,406 -45,400 Canexus Corporation Common Shares Felesky, Stephanie L. 4 12/09/2011 10 6.22 85,900 6,900 Canexus Corporation Common Shares Felesky, Stephanie L. 4 12/09/2011 10 6.24 86,000 100 Canexus Corporation Common Shares McLellan, Richard Thomas 5 13/09/2011 51 3.12 38,794 1,700

Canexus Corporation Common Shares McLellan, Richard Thomas 5 13/09/2011 10 6.23 36,461 -2,333

Canexus Corporation Common Shares McLellan, Richard Thomas 5 13/09/2011 57 37,094 633

Canexus Corporation Options McLellan, Richard Thomas 5 13/09/2011 51 3.12 221,300 -1,700

Canexus Corporation Rights Options Bonus McLellan, Richard Thomas 5 13/09/2011 57 264,319 -633 Rights Canexus Corporation Rights Options Bonus McLellan, Richard Thomas 5 13/09/2011 57 633 Rights Canexus Corporation Rights Options Bonus McLellan, Richard Thomas 5 13/09/2011 57 633 Rights Canfor Corporation Common Shares Pattison, James A. 3, 4 12/09/2011 10 9.935 27,681,050 120,100 Canfor Corporation Common Shares Pattison, James A. 3, 4 13/09/2011 10 10.039 27,756,750 75,700 Canfor Corporation Common Shares Pattison, James A. 3, 4 13/09/2011 10 10.03 27,777,250 20,500 Canfor Corporation Common Shares Pattison, James A. 3, 4 14/09/2011 10 10.029 27,898,350 121,100 Cangene Corporation Common Shares McClarty, Grant Alan 5 30/06/2011 30 2.47 9,725 2,939 Cangene Corporation Options Sedor, John Anthony 4, 5 12/09/2011 50 1.37 750,000 750,000 Canoe 'GO CANADA' Combined Units Roorda, Jacob 4, 5 09/09/2011 10 9.1 14,700 4,100 Income Fund Canso Credit Income Fund Units Class A Units Canso Investment Counsel 7 13/09/2011 10 9.717 25,700 2,300 Ltd. Canso Credit Income Fund Exposure to Issuer Carswell, John Paul 7 12/09/2011 70 9.8148 35,051 5,094 through Canso Partners Fund Carbon Friendly Solutions Common Shares Lis, Stanislaw 5 06/09/2011 10 0.23 1,618,500 2,000 Inc. Carbon Friendly Solutions Common Shares Lis, Stanislaw 5 06/09/2011 10 0.23 1,621,500 3,000 Inc. Carbon Friendly Solutions Common Shares Lis, Stanislaw 5 08/09/2011 10 0.225 1,646,500 25,000 Inc. Carbon Friendly Solutions Common Shares Lis, Stanislaw 5 08/09/2011 10 0.24 1,644,500 -2,000 Inc. Carbon Friendly Solutions Common Shares Lis, Stanislaw 5 08/09/2011 10 0.23 1,646,500 2,000 Inc. Carbon Friendly Solutions Common Shares Lis, Stanislaw 5 08/09/2011 10 0.24 1,647,500 1,000 Inc. Carbon Friendly Solutions Common Shares Lis, Stanislaw 5 09/09/2011 10 0.24 1,639,000 -8,500 Inc. Carbon Friendly Solutions Common Shares Lis, Stanislaw 5 09/09/2011 10 0.225 1,640,000 1,000 Inc.

September 23, 2011 (2011) 34 OSCB 9859

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Carbon Friendly Solutions Common Shares Lis, Stanislaw 5 12/09/2011 10 0.235 1,641,500 1,500 Inc. Carbon Friendly Solutions Common Shares Lis, Stanislaw 5 12/09/2011 10 0.23 1,643,000 1,500 Inc. Cardiome Pharma Corp. Options Clegg, Jackie Marie 4 13/09/2011 50 3.65 90,000 15,000 Cardiome Pharma Corp. Options Glickman, Richard 4 13/09/2011 50 3.65 125,000 15,000 Cardiome Pharma Corp. Options Hunter, William L. 4 13/09/2011 50 3.65 110,000 15,000 Cardiome Pharma Corp. Common Shares RIEDER, ROBERT 4, 7, 5 09/09/2011 10 3.54 232,096 -12,000 Cardiome Pharma Corp. Common Shares RIEDER, ROBERT 4, 7, 5 12/09/2011 10 3.65 229,996 -2,100 Cardiome Pharma Corp. Common Shares RIEDER, ROBERT 4, 7, 5 13/09/2011 10 3.68 228,096 -1,900 Cardiome Pharma Corp. Options RIEDER, ROBERT 4, 7, 5 13/09/2011 50 3.65 389,898 15,000 Cardiome Pharma Corp. Options Roberts, Peter W 4 13/09/2011 50 3.65 140,000 15,000 Cardiome Pharma Corp. Options Shlevin, Harold 4 13/09/2011 50 3.65 90,000 15,000 Caribou Copper Resources Common Shares England, Michael Bruno 4 16/09/2011 10 0.135 788,000 25,000 Ltd. (formerly, YOW John Franz CAPITAL CORP.) Caribou Copper Resources Common Shares England, Michael Bruno 4 16/09/2011 10 0.14 808,000 20,000 Ltd. (formerly, YOW John Franz CAPITAL CORP.) Carlisle Goldfields Limited Common Shares Libra Advisors, LLC 3 09/09/2011 10 0.29 16,775,000 -75,000 Carmanah Technologies Common Shares Green, David 4 23/03/2003 00 Corporation Carmanah Technologies Common Shares Green, David 4 20/05/2011 00 Corporation Carmanah Technologies Common Shares Green, David 4 20/05/2011 00 Corporation Carmanah Technologies Common Shares Green, David 4 23/03/2003 00 Corporation Carmanah Technologies Common Shares Green, David 4 20/05/2011 00 Corporation Carmanah Technologies Common Shares Green, David 4 20/05/2011 00 700,616 Corporation Carmanah Technologies Options Green, David 4 23/03/2003 00 Corporation Carmanah Technologies Options Green, David 4 20/05/2011 00 Corporation Carmanah Technologies Options Green, David 4 20/05/2011 00 Corporation Carpathian Gold Inc. Common Shares CHARETTE, GUY 5 07/09/2011 10 0.6 260,912 -10,000 Cell-Loc Location Options Aprikian, Ariovaldo 3 20/10/2010 00 Technologies Inc. Scardigno Cell-Loc Location Options Aprikian, Ariovaldo 3 17/03/2011 11 0.13 60,000 60,000 Technologies Inc. Scardigno Celtic Exploration Ltd. Common Shares Franks, Alan G. 5 31/08/2011 30 23.16 12,076 60 Celtic Exploration Ltd. Common Shares Shea, Michael 5 31/08/2011 30 23.165 12,331 60 Celtic Exploration Ltd. Common Shares Wilson, David John 3, 4, 5 31/08/2011 30 23.16 14,210 75 Centerra Gold Inc. Common Shares Atkinson, Ian 5 13/09/2011 51 4.81 18,000 5,000 Centerra Gold Inc. Common Shares Atkinson, Ian 5 13/09/2011 10 21.96 13,000 -5,000 Centerra Gold Inc. Options Atkinson, Ian 5 13/09/2011 51 102,739 -5,000 Centerra Gold Inc. Common Shares Lang, Stephen A. 5 12/09/2011 51 11.43 77,000 20,000 Centerra Gold Inc. Common Shares Lang, Stephen A. 5 12/09/2011 10 22 57,000 -20,000 Centerra Gold Inc. Common Shares Lang, Stephen A. 5 13/09/2011 51 11.43 79,100 22,100 Centerra Gold Inc. Common Shares Lang, Stephen A. 5 13/09/2011 10 22.1 57,000 -22,100 Centerra Gold Inc. Common Shares Lang, Stephen A. 5 14/09/2011 51 11.43 57,821 821 Centerra Gold Inc. Common Shares Lang, Stephen A. 5 14/09/2011 51 4.81 67,821 10,000 Centerra Gold Inc. Common Shares Lang, Stephen A. 5 14/09/2011 10 22.041 57,000 -10,821 Centerra Gold Inc. Common Shares Lang, Stephen A. 5 15/09/2011 51 4.81 57,300 300 Centerra Gold Inc. Common Shares Lang, Stephen A. 5 15/09/2011 10 22 57,000 -300 Centerra Gold Inc. Options Lang, Stephen A. 5 12/09/2011 51 264,817 -20,000 Centerra Gold Inc. Options Lang, Stephen A. 5 13/09/2011 51 242,717 -22,100 Centerra Gold Inc. Options Lang, Stephen A. 5 14/09/2011 51 241,896 -821 Centerra Gold Inc. Options Lang, Stephen A. 5 14/09/2011 51 231,896 -10,000 Centerra Gold Inc. Options Lang, Stephen A. 5 15/09/2011 51 231,596 -300 Centerra Gold Inc. Common Shares Ross, John A 5 12/09/2011 10 21.97 1,280 -200 Centerra Gold Inc. Common Shares Ross, John A 5 12/09/2011 10 21.96 880 -400 Centerra Gold Inc. Common Shares Ross, John A 5 12/09/2011 10 21.91 780 -100 Centerra Gold Inc. Common Shares Ross, John A 5 12/09/2011 10 21.9 680 -100 Centerra Gold Inc. Common Shares Ross, John A 5 12/09/2011 10 21.93 380 -300 Centerra Gold Inc. Common Shares Ross, John A 5 12/09/2011 10 21.92 0 -380 Centric Health Corporation Options Nighswander, Jan 5 08/09/2011 00 (formerly Alegro Health Corp.)

September 23, 2011 (2011) 34 OSCB 9860

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Centric Health Corporation Options Nighswander, Jan 5 08/09/2011 50 1.87 250,000 250,000 (formerly Alegro Health Corp.) Century Iron Mines Common Shares Leshchyshen, Bob 5 18/04/2011 00 Corporation Century Iron Mines Common Shares Leshchyshen, Bob 5 16/09/2011 10 2 1,300 1,300 Corporation Century Iron Mines Common Shares Skutezky, Ernest Michael 5 18/05/2011 00 Corporation Rhodes Century Iron Mines Common Shares Skutezky, Ernest Michael 5 12/09/2011 10 2.25 1,000 1,000 Corporation Rhodes Cequence Energy Ltd. Common Shares Colborne, Paul 4 09/09/2011 10 3.67 -95,238 Cequence Energy Ltd. Common Shares Colborne, Paul 4 09/09/2011 10 3.67 20,000 -95,237 Cequence Energy Ltd. Common Shares Colborne, Paul 4 12/09/2011 10 3.6 0 -20,000 Cequence Energy Ltd. Common Shares Gillis, David A. 5 07/09/2011 30 3.36 283,657 6,477 Cequence Energy Ltd. Common Shares Gillis, David A. 5 07/09/2011 10 3.83 276,657 -7,000 CGX Energy Inc. Options Maraj, Tralisa 5 12/09/2011 00 300,000 CGX Energy Inc. Options Stockinger, Michael 5 12/09/2011 00 500,000 Champion Minerals Inc. Options Depatie, Jean 4 09/09/2011 50 1.5 500,000 300,000 Chartwell Seniors Housing Trust Units Sullivan, Karen Leslie 5 15/09/2011 10 6.82 2,100 600 Real Estate Investment Trust

Chartwell Seniors Housing Trust Units Sullivan, Karen Leslie 5 15/09/2011 10 6.83 2,200 100 Real Estate Investment Trust

Chemtrade Logistics Income Trust Units Aarts, Leon 5 14/09/2011 10 12.97 31,000 1,000 Fund Chemtrade Logistics Income Trust Units McCullough, Tab 5 14/09/2011 10 12.98 9,933 1,000 Fund Chemtrade Logistics Income Trust Units Romano, Maryann 7 12/09/2011 10 12.86 14,863 100 Fund Chemtrade Logistics Income Trust Units Romano, Maryann 7 12/09/2011 10 12.87 14,963 100 Fund Chesswood Group Limited Common Shares Stevenson, Lisa Ann 7 08/09/2011 51 33,170 1,000 Chesswood Group Limited Common Shares Stevenson, Lisa Ann 7 08/09/2011 47 6.91 32,670 -500 Chesswood Group Limited Common Shares Stevenson, Lisa Ann 7 09/09/2011 47 6.91 32,170 -500 Chesswood Group Limited Options Stevenson, Lisa Ann 7 08/09/2011 51 145,000 -1,000 Choice Gold Corp Common Shares Class A Kovacevic, John Gianni 4 13/09/2011 10 0.239 2,138,000 30,000

CI Financial Corp. Debentures 3.30% Bank of Nova Scotia, The 3 08/09/2011 10 101.6 $2,412,000 $25,000 Debentures due 2012 CI Financial Corp. Debentures 3.30% Bank of Nova Scotia, The 3 15/09/2011 10 101.52 $2,452,000 $40,000 Debentures due 2012 CI Financial Corp. Debentures 4.19% Bank of Nova Scotia, The 3 13/09/2011 10 103.7 $14,915,000 $10,000 Debentures due 2014 CI Financial Corp. Common Shares Blair, Lorraine P. 7 12/09/2011 10 20.1 48,815 -1,200 CI Financial Corp. Common Shares Blair, Lorraine P. 7 12/09/2011 10 20.1 48,415 -400 CI Financial Corp. Common Shares Blair, Lorraine P. 7 13/09/2011 10 20.1 47,815 -600 CI Financial Corp. Common Shares Chang, G. Raymond 7 13/09/2011 10 20.267 12,328,340 -15,000 CI Financial Corp. Common Shares Chang, G. Raymond 7 14/09/2011 10 20.45 12,318,340 -10,000 CI Financial Corp. Common Shares Chang, G. Raymond 7 15/09/2011 10 21.05 12,308,340 -10,000 CI Financial Corp. Common Shares Donald, Steven J. 7 15/09/2011 51 20.86 1,705 1,705 CI Financial Corp. Options Donald, Steven J. 7 15/09/2011 51 11.6 108,200 -5,000 Citation Resources Inc. Common Shares Harris, James Lindsay 4, 5 14/09/2010 00 Citation Resources Inc. Common Shares Harris, James Lindsay 4, 5 16/09/2011 11 0.07 41,666 41,666 Claim Post Resources Inc. Common Shares Consolidated International 3 08/09/2011 10 0.05 900,000 -50,000 Investment Holdings Inc.

Claim Post Resources Inc. Common Shares Consolidated International 3 13/09/2011 10 0.05 850,000 -50,000 Investment Holdings Inc.

Claim Post Resources Inc. Common Shares Consolidated International 3 14/09/2011 10 0.05 808,000 -42,000 Investment Holdings Inc.

Clearford Industries Inc. Common Shares Bryden, Roderick M. 4 15/09/2011 54 0.15 7,556,667 666,667 Clearford Industries Inc. Warrants Bryden, Roderick M. 4 15/09/2011 54 0.15 5,683,333 -666,667 Clearford Industries Inc. Common Shares Linton, Bruce 4, 5 22/08/2006 00 Clearford Industries Inc. Common Shares Linton, Bruce 4, 5 01/09/2011 10 0.2 49,500 49,500 Clearford Industries Inc. Common Shares Linton, Bruce 4, 5 01/09/2011 10 0.2 91,000 41,500 Clearford Industries Inc. Common Shares Linton, Bruce 4, 5 02/09/2011 10 0.21 121,000 30,000 Clearwater Seafoods Income Convertible Debentures Cotie, Daniel Tyrone 5 09/09/2011 10 1.0575 $25,000 $25,000 Fund 10.5% Unsecured Subordinated Debentures due 12/31/13

September 23, 2011 (2011) 34 OSCB 9861

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Clearwater Seafoods Income Convertible Debentures Cotie, Daniel Tyrone 5 14/09/2011 10 1.048 $55,000 $30,000 Fund 10.5% Unsecured Subordinated Debentures due 12/31/13 Clearwater Seafoods Income Convertible Debentures Cotie, Daniel Tyrone 5 15/09/2011 10 1.0445 $66,000 $11,000 Fund 10.5% Unsecured Subordinated Debentures due 12/31/13 Clearwater Seafoods Income Convertible Debentures Cotie, Daniel Tyrone 5 31/05/2006 00 Fund 7%Converbile Unsecured Subordinated Debentures due 12/31/10

Clearwater Seafoods Income Convertible Debentures Cotie, Daniel Tyrone 5 09/09/2011 10 105.75 $25,000 Fund 7%Converbile Unsecured Subordinated Debentures due 12/31/10

Clearwater Seafoods Income Convertible Debentures Spavold, Stanley William 6, 5 08/09/2011 10 106 $100,000 $21,000 Fund 7.25% Convertible Leo Unsecured Subordinated Debt. due 03/31/14

ClubLink Enterprises Limited Common Shares ClubLink Enterprises 1 12/09/2011 38 6.49 1,000 1,000 Limited ClubLink Enterprises Limited Common Shares ClubLink Enterprises 1 12/09/2011 38 6.49 0 -1,000 Limited ClubLink Enterprises Limited Common Shares Sahi, Kuldip (Rai) 3, 4, 6, 5 08/09/2011 51 6.05 283,800 11,000

ClubLink Enterprises Limited Options Sahi, Kuldip (Rai) 3, 4, 6, 5 08/09/2011 51 6.05 81,500 -11,000

CO2 Solution Inc. Options Pelletier, Martin P. 4 15/09/2011 52 60,000 -4,000 Coast Wholesale Appliances Common Shares Soda, Anthony L. 4 13/09/2011 10 2.7 23,500 3,500 Inc. Cogitore Resources Inc. Options Brisson, Tony 5 12/09/2011 52 0 -350,000 Colabor Group Inc. Common Shares Groupe Colabor Inc. 1 14/09/2011 38 8.75 19,800 200 Colabor Group Inc. Common Shares Groupe Colabor Inc. 1 14/09/2011 38 19,600 -200 Columbus Gold Corp. Common Shares Carrelton Asset 3 30/04/2009 99 0.18 62,400 Management Columbus Gold Corp. Common Shares Carrelton Asset 3 30/04/2009 90 0.18 2,500,000 62,400 Management Columbus Gold Corp. Common Shares Carrelton Asset 3 04/05/2009 90 0.18 2,550,000 50,000 Management Columbus Gold Corp. Common Shares Carrelton Asset 3 05/05/2009 90 0.18 2,650,000 100,000 Management Columbus Gold Corp. Common Shares Carrelton Asset 3 07/12/2010 10 0.5136 125,000 Management Columbus Gold Corp. Common Shares Carrelton Asset 3 07/12/2010 90 0.5136 2,775,000 125,000 Management Columbus Gold Corp. Common Shares Carrelton Asset 3 10/12/2010 90 0.58 2,975,000 200,000 Management Columbus Gold Corp. Common Shares Carrelton Asset 3 24/06/2011 10 0.7412 25,000 Management Columbus Gold Corp. Common Shares Carrelton Asset 3 24/06/2011 10 0.7412 25,000 Management Columbus Gold Corp. Common Shares Carrelton Asset 3 24/06/2011 99 0.7412 3,000,000 25,000 Management Columbus Gold Corp. Common Shares Carrelton Asset 3 27/06/2011 10 0.77 36,000 Management Columbus Gold Corp. Common Shares Carrelton Asset 3 27/06/2011 10 0.77 36,000 Management Columbus Gold Corp. Common Shares Carrelton Asset 3 27/06/2011 99 0.77 3,036,000 36,000 Management Columbus Gold Corp. Common Shares Carrelton Asset 3 27/06/2011 10 0.77 14,000 Management Columbus Gold Corp. Common Shares Carrelton Asset 3 21/05/2010 99 0.2 550,000 550,000 Management Columbus Gold Corp. Common Shares Carrelton Asset 3 21/12/2010 99 0.6098 700,000 150,000 Management Columbus Gold Corp. Common Shares Carrelton Asset 3 28/02/2011 99 0.3 1,250,000 550,000 Management Columbus Gold Corp. Common Shares Carrelton Asset 3 27/06/2011 10 0.77 14,000 Management

September 23, 2011 (2011) 34 OSCB 9862

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Columbus Gold Corp. Common Shares Carrelton Asset 3 27/06/2011 99 0.77 1,264,000 14,000 Management Columbus Gold Corp. Common Shares Carrelton Asset 3 26/02/2009 00 Management Columbus Gold Corp. Common Shares Carrelton Asset 3 26/02/2009 00 Management Columbus Gold Corp. Common Shares Carrelton Asset 3 26/02/2009 00 2,437,600 Management Columbus Gold Corp. Common Shares Carrelton Asset 3 30/04/2009 10 0.18 62,400 Management Columbus Gold Corp. Common Shares Carrelton Asset 3 04/05/2009 10 0.18 50,000 Management Columbus Gold Corp. Common Shares Carrelton Asset 3 05/05/2009 10 0.18 100,000 Management Columbus Gold Corp. Common Shares Carrelton Asset 3 21/05/2010 11 0.2 550,000 Management Columbus Gold Corp. Common Shares Carrelton Asset 3 07/12/2010 10 0.5136 125,000 Management Columbus Gold Corp. Common Shares Carrelton Asset 3 10/12/2010 10 0.58 200,000 Management Columbus Gold Corp. Common Shares Carrelton Asset 3 26/02/2009 00 Management Columbus Gold Corp. Common Shares Carrelton Asset 3 26/02/2009 00 Management Columbus Gold Corp. Common Shares Carrelton Asset 3 21/12/2010 10 0.6098 150,000 Management Columbus Gold Corp. Common Shares Carrelton Asset 3 28/02/2011 54 0.3 550,000 Management Columbus Gold Corp. Warrants Carrelton Asset 3 19/09/2009 55 1,775,000 -350,000 Management Columbus Gold Corp. Warrants Carrelton Asset 3 28/07/2010 55 25,000 -1,750,000 Management Columbus Gold Corp. Warrants Carrelton Asset 3 26/02/2009 00 Management Columbus Gold Corp. Warrants Carrelton Asset 3 21/05/2010 99 550,000 550,000 Management Columbus Gold Corp. Warrants Carrelton Asset 3 28/02/2011 99 0 -550,000 Management Columbus Gold Corp. Warrants Carrelton Asset 3 21/05/2010 11 550,000 Management Columbus Gold Corp. Warrants Carrelton Asset 3 28/02/2011 54 -550,000 Management Columbus Gold Corp. Common Shares Gianulis, Peter Lawrence 4 26/02/2009 00 Columbus Gold Corp. Common Shares Gianulis, Peter Lawrence 4 26/02/2009 00 2,437,600 Columbus Gold Corp. Common Shares Gianulis, Peter Lawrence 4 23/03/2009 00 Columbus Gold Corp. Common Shares Gianulis, Peter Lawrence 4 30/04/2009 10 0.18 62,400 Columbus Gold Corp. Common Shares Gianulis, Peter Lawrence 4 04/05/2009 10 0.18 50,000 Columbus Gold Corp. Common Shares Gianulis, Peter Lawrence 4 05/05/2009 10 0.18 100,000 Columbus Gold Corp. Common Shares Gianulis, Peter Lawrence 4 24/06/2011 10 0.7412 25,000 Columbus Gold Corp. Common Shares Gianulis, Peter Lawrence 4 27/06/2011 10 0.77 36,000 Columbus Gold Corp. Common Shares Gianulis, Peter Lawrence 4 27/06/2011 10 0.77 14,000 Columbus Gold Corp. Common Shares Gianulis, Peter Lawrence 4 26/02/2009 00 2,437,600 Columbus Gold Corp. Common Shares Gianulis, Peter Lawrence 4 30/04/2009 99 0.18 2,500,000 62,400 Columbus Gold Corp. Common Shares Gianulis, Peter Lawrence 4 04/05/2009 99 0.18 2,550,000 50,000 Columbus Gold Corp. Common Shares Gianulis, Peter Lawrence 4 05/05/2009 99 0.18 2,650,000 100,000 Columbus Gold Corp. Common Shares Gianulis, Peter Lawrence 4 07/12/2010 10 0.5136 2,775,000 125,000 Columbus Gold Corp. Common Shares Gianulis, Peter Lawrence 4 10/12/2010 10 0.58 2,975,000 200,000 Columbus Gold Corp. Common Shares Gianulis, Peter Lawrence 4 24/06/2011 99 0.7412 3,000,000 25,000 Columbus Gold Corp. Common Shares Gianulis, Peter Lawrence 4 27/06/2011 99 0.77 3,036,000 36,000 Columbus Gold Corp. Common Shares Gianulis, Peter Lawrence 4 26/02/2009 00 Columbus Gold Corp. Common Shares Gianulis, Peter Lawrence 4 21/05/2010 99 0.2 550,000 550,000 Columbus Gold Corp. Common Shares Gianulis, Peter Lawrence 4 21/12/2010 10 0.6098 700,000 150,000 Columbus Gold Corp. Common Shares Gianulis, Peter Lawrence 4 28/02/2011 99 0.3 1,250,000 550,000 Columbus Gold Corp. Common Shares Gianulis, Peter Lawrence 4 27/06/2011 99 0.77 1,264,000 14,000 Columbus Gold Corp. Common Shares Gianulis, Peter Lawrence 4 21/05/2010 11 0.2 550,000 Columbus Gold Corp. Common Shares Gianulis, Peter Lawrence 4 28/02/2011 54 0.3 550,000 Columbus Gold Corp. Options Gianulis, Peter Lawrence 4 26/02/2009 00 200,000 Columbus Gold Corp. Options Gianulis, Peter Lawrence 4 23/03/2009 00 Columbus Gold Corp. Warrants Gianulis, Peter Lawrence 4 26/02/2009 00 Columbus Gold Corp. Warrants Gianulis, Peter Lawrence 4 26/02/2009 00 2,125,000 Columbus Gold Corp. Warrants Gianulis, Peter Lawrence 4 23/03/2009 00 Columbus Gold Corp. Warrants Gianulis, Peter Lawrence 4 26/02/2009 00 2,125,000 Columbus Gold Corp. Warrants Gianulis, Peter Lawrence 4 19/09/2009 55 1,775,000 -350,000 Columbus Gold Corp. Warrants Gianulis, Peter Lawrence 4 28/07/2010 55 25,000 -1,750,000

September 23, 2011 (2011) 34 OSCB 9863

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Columbus Gold Corp. Warrants Gianulis, Peter Lawrence 4 26/02/2009 00 Columbus Gold Corp. Warrants Gianulis, Peter Lawrence 4 21/05/2010 99 550,000 550,000 Columbus Gold Corp. Warrants Gianulis, Peter Lawrence 4 28/02/2011 99 0 -550,000 Columbus Gold Corp. Warrants Gianulis, Peter Lawrence 4 21/05/2010 11 550,000 Columbus Gold Corp. Warrants Gianulis, Peter Lawrence 4 28/02/2011 54 0.3 -550,000 Columbus Gold Corp. Warrants Gianulis, Peter Lawrence 4 28/02/2011 54 -550,000 Columbus Silver Corporation Common Shares Carrelton Asset 7 28/08/2009 99 0.1 659,500 659,500 Management Columbus Silver Corporation Common Shares Carrelton Asset 7 03/05/2010 99 0.1417 709,500 50,000 Management Columbus Silver Corporation Common Shares Carrelton Asset 7 27/09/2010 10 379,100 Management Columbus Silver Corporation Common Shares Carrelton Asset 7 27/09/2010 99 1,088,600 379,100 Management Columbus Silver Corporation Common Shares Carrelton Asset 7 30/09/2010 99 1,448,600 360,000 Management Columbus Silver Corporation Common Shares Carrelton Asset 7 04/10/2010 99 1,538,600 90,000 Management Columbus Silver Corporation Common Shares Carrelton Asset 7 15/11/2010 11 0.1 750,000 Management Columbus Silver Corporation Common Shares Carrelton Asset 7 15/11/2010 99 0.1 2,288,600 750,000 Management Columbus Silver Corporation Common Shares Carrelton Asset 7 04/10/2010 99 10,000 Management Columbus Silver Corporation Common Shares Carrelton Asset 7 26/02/2009 00 Management Columbus Silver Corporation Common Shares Carrelton Asset 7 27/09/2010 99 120,900 120,900 Management Columbus Silver Corporation Common Shares Carrelton Asset 7 30/09/2010 99 160,900 40,000 Management Columbus Silver Corporation Common Shares Carrelton Asset 7 04/10/2010 99 170,900 10,000 Management Columbus Silver Corporation Common Shares Carrelton Asset 7 04/10/2010 99 90,000 Management Columbus Silver Corporation Common Shares Carrelton Asset 7 15/11/2010 11 0.1 150,000 Management Columbus Silver Corporation Common Shares Carrelton Asset 7 15/11/2010 99 0.1 320,900 150,000 Management Columbus Silver Corporation Common Shares Carrelton Asset 7 26/02/2009 00 Management Columbus Silver Corporation Common Shares Carrelton Asset 7 26/02/2009 00 Management Columbus Silver Corporation Common Shares Carrelton Asset 7 28/08/2009 11 0.1 659,500 Management Columbus Silver Corporation Common Shares Carrelton Asset 7 30/04/2010 10 0.1417 50,000 Management Columbus Silver Corporation Common Shares Carrelton Asset 7 27/09/2010 10 500,000 Management Columbus Silver Corporation Common Shares Carrelton Asset 7 29/09/2010 10 300,000 Management Columbus Silver Corporation Common Shares Carrelton Asset 7 30/09/2010 10 100,000 Management Columbus Silver Corporation Common Shares Carrelton Asset 7 15/11/2010 11 0.1 750,000 Management Columbus Silver Corporation Common Shares Carrelton Asset 7 26/02/2009 00 Management Columbus Silver Corporation Common Shares Carrelton Asset 7 26/02/2009 00 Management Columbus Silver Corporation Common Shares Carrelton Asset 7 04/10/2010 10 100,000 Management Columbus Silver Corporation Common Shares Carrelton Asset 7 15/11/2010 11 0.1 150,000 Management Columbus Silver Corporation Warrants Carrelton Asset 7 28/08/2009 99 659,500 659,500 Management Columbus Silver Corporation Warrants Carrelton Asset 7 22/08/2011 55 0 -659,500 Management Columbus Silver Corporation Warrants Carrelton Asset 7 26/02/2009 00 Management Columbus Silver Corporation Warrants Carrelton Asset 7 26/02/2009 00 Management Columbus Silver Corporation Warrants Carrelton Asset 7 28/08/2009 11 659,000 Management

September 23, 2011 (2011) 34 OSCB 9864

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed COM DEV International Ltd. Common Shares Dyck, Paul Michael 4 13/09/2011 10 1.64 2,900 300

COM DEV International Ltd. Common Shares Dyck, Paul Michael 4 13/09/2011 10 1.67 3,900 1,000

COMPASS Income Fund Trust Units COMPASS Income Fund 1 12/09/2011 38 11.55 29,798,063 1,900 COMPASS Income Fund Trust Units COMPASS Income Fund 1 13/09/2011 38 11.48 29,799,263 1,200 COMPASS Income Fund Trust Units COMPASS Income Fund 1 15/09/2011 38 11.7 29,799,663 400 Compass Petroleum Ltd. Options Barnes, Graham 5 13/09/2011 50 1.45 545,000 105,000 Compass Petroleum Ltd. Options Case, Gordon Kenneth 4 13/09/2011 50 1.45 300,000 60,000 Compass Petroleum Ltd. Options Fader, Nicholas Paul 5 12/09/2011 50 120,000 30,000 Compass Petroleum Ltd. Options Fiell, Bruce 4 13/09/2011 50 1.45 195,000 45,000 Compass Petroleum Ltd. Options Mah, Yook L. 5 13/09/2011 50 1.45 850,000 150,000 Compass Petroleum Ltd. Options Raeburn, Donald 5 13/09/2011 50 1.45 625,000 125,000 Compass Petroleum Ltd. Options Thurston, Donald G 4 13/09/2011 50 1.45 195,000 45,000 Compass Petroleum Ltd. Options Whyte, Christopher Joseph 4 13/09/2011 50 1.45 225,000 45,000

Compton Petroleum Common Shares Kosek, Theresa 5 08/09/2011 57 7.82 2,958 230 Corporation Compton Petroleum Rights Kosek, Theresa 5 08/09/2011 57 2,250 -478 Corporation Compton Petroleum Rights Automatic Kosek, Theresa 5 28/02/2011 00 Corporation Compton Petroleum Rights Automatic Kosek, Theresa 5 28/02/2011 00 2,728 Corporation Compton Petroleum Warrants Automatic Kosek, Theresa 5 28/02/2011 00 Corporation Compton Petroleum Warrants Automatic Kosek, Theresa 5 28/02/2011 00 5,456 Corporation Computer Modelling Group Common Shares Computer Modelling Group 1 12/09/2011 10 13.45 33,400 1,000 Ltd. Ltd. Computer Modelling Group Common Shares Kutney, Ronald David 5 13/09/2011 10 13.52 311,900 -500 Ltd. Computer Modelling Group Common Shares Kutney, Ronald David 5 13/09/2011 10 13.52 292,800 -19,100 Ltd. Computer Modelling Group Common Shares Kutney, Ronald David 5 13/09/2011 10 13.59 287,900 -4,900 Ltd. Computer Modelling Group Common Shares Kutney, Ronald David 5 13/09/2011 10 13.6 287,500 -400 Ltd. Computer Modelling Group Common Shares Kutney, Ronald David 5 13/09/2011 10 13.5 212,400 -75,100 Ltd. Computer Modelling Group Common Shares Kutney, Ronald David 5 13/09/2011 10 13.52 147,000 -25,000 Ltd. Computer Modelling Group Common Shares Kutney, Ronald David 5 13/09/2011 10 13.53 137,000 -10,000 Ltd. Computer Modelling Group Common Shares Kutney, Ronald David 5 13/09/2011 10 13.55 135,000 -2,000 Ltd. Computer Modelling Group Common Shares Kutney, Ronald David 5 13/09/2011 10 13.58 134,700 -300 Ltd. Computer Modelling Group Common Shares Kutney, Ronald David 5 13/09/2011 10 13.59 134,400 -300 Ltd. Computer Modelling Group Common Shares Kutney, Ronald David 5 13/09/2011 10 13.6 133,500 -900 Ltd. Computer Modelling Group Common Shares Kutney, Ronald David 5 13/09/2011 10 13.6 133,300 -200 Ltd. Computer Modelling Group Common Shares Kutney, Ronald David 5 13/09/2011 10 13.61 133,100 -200 Ltd. Computer Modelling Group Common Shares Kutney, Ronald David 5 13/09/2011 10 13.61 132,400 -700 Ltd. Computer Modelling Group Common Shares Kutney, Ronald David 5 13/09/2011 10 13.62 132,200 -200 Ltd. Computer Modelling Group Common Shares Kutney, Ronald David 5 13/09/2011 10 13.5 72,000 -60,200 Ltd. CONDOR RESOURCES Common Shares De Undurraga F., Francisco 4 09/09/2011 10 0.215 2,653,500 23,500 INC. CONDOR RESOURCES Common Shares De Undurraga F., Francisco 4 15/09/2011 10 0.255 2,743,500 90,000 INC. CONDOR RESOURCES Common Shares De Undurraga F., Francisco 4 15/09/2011 10 0.255 2,745,500 2,000 INC. Copper Mountain Mining Common Shares Cloke, Allan Thomas 4 14/09/2011 10 6 250,635 -100,800 Corporation Copper Reef Mining Common Shares Masson, Stephen Leo 3 12/09/2011 10 0.12 4,977,500 4,000 Corporation

September 23, 2011 (2011) 34 OSCB 9865

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Copper Reef Mining Common Shares Masson, Stephen Leo 3 13/09/2011 10 0.12 4,988,500 11,000 Corporation Copper Reef Mining Common Shares Masson, Stephen Leo 3 14/09/2011 10 0.13 4,998,500 10,000 Corporation CORAL GOLD Common Shares Wolfin, Louis 4, 5 09/09/2011 10 0.59 844,301 7,500 RESOURCES LTD. CORAL GOLD Common Shares Wolfin, Louis 4, 5 09/09/2011 10 0.6 846,801 2,500 RESOURCES LTD. Cott Corporation Common Shares Fowden, Jeremy Stephen 5 08/09/2011 10 7.86 624,084 -30,499 Gary Cott Corporation Common Shares Fowden, Jeremy Stephen 5 14/09/2011 10 7.7 604,084 -20,000 Gary Cott Corporation Common Shares Monahan, Gregory Rush 4 08/09/2011 10 7.86 42,750 -4,000 Cott Corporation Common Shares Rosenfeld, Eric Stuart 4 08/09/2011 10 7.83 779,801 -10,000 Cott Corporation Common Shares Rosenfeld, Eric Stuart 4 14/09/2011 10 7.67 729,801 -50,000 Cott Corporation Common Shares Rosenfeld, Eric Stuart 4 08/09/2011 10 7.83 197,419 -20,000 Cott Corporation Common Shares Rosenfeld, Eric Stuart 4 14/09/2011 10 7.67 97,419 -100,000 Covalon Technologies Ltd. Options Cordiano, Joseph 4 27/01/2010 50 260,000 210,000

Covalon Technologies Ltd. Options Cordiano, Joseph 4 13/06/2011 50 490,000 230,000

Creso Exploration Inc. Common Shares Lambert, Jean Guy 4 13/09/2011 16 0.15 250,000 170,000 Creso Exploration Inc. Warrants Lambert, Jean Guy 4 22/09/2010 00 Creso Exploration Inc. Warrants Lambert, Jean Guy 4 13/09/2011 16 0.2 85,000 85,000 Creso Exploration Inc. Common Shares Tchakmakian, Vatché 5 01/06/2010 00 Creso Exploration Inc. Common Shares Tchakmakian, Vatché 5 13/09/2011 16 0.15 170,000 170,000 Creso Exploration Inc. Warrants Tchakmakian, Vatché 5 01/06/2010 00 Creso Exploration Inc. Warrants Tchakmakian, Vatché 5 13/09/2011 16 0.2 85,000 85,000 Curis Resources Ltd. Common Shares McPhie, Michael 4 13/09/2011 10 1.88 170,000 10,000 Cynapsus Therapeutics Inc. Common Shares Bryson, Nathan John 5 13/09/2011 10 0.035 150,000 50,000

Cynapsus Therapeutics Inc. Common Shares Giovinazzo, Anthony 5 13/09/2011 10 0.025 149,000 149,000

Cynapsus Therapeutics Inc. Common Shares Giovinazzo, Anthony 5 13/09/2011 10 0.03 708,000 559,000

Cynapsus Therapeutics Inc. Common Shares Giovinazzo, Anthony 5 14/09/2011 10 0.03 958,000 250,000

Cypress Development Corp. Common Shares Trimble, William 5 08/09/2011 10 0.04 510,000 -500,000

Dacha Strategic Metals Inc. Common Shares Faught, George D. 4 16/09/2011 10 0.78 250,000 50,000

DANIER LEATHER INC. Subordinate Voting Hawken, Edwin F. 4 08/09/2011 10 10.75 14,300 -4,400 Shares DANIER LEATHER INC. Subordinate Voting Hawken, Edwin F. 4 09/09/2011 10 10.61 14,200 -100 Shares DANIER LEATHER INC. Subordinate Voting Hawken, Edwin F. 4 09/09/2011 10 10.6 13,700 -500 Shares Debut Diamonds Inc Common Shares Ressources KWG inc. 3 12/01/2009 37 -19,262,400 Debut Diamonds Inc Common Shares Ressources KWG inc. 3 12/01/2009 37 28,895,400 -19,260,600 Dejour Energy Inc. Common Shares Brownstone Energy Inc. 3 11/05/2011 10 0.37 -184,931 Dejour Energy Inc. Common Shares Brownstone Energy Inc. 3 11/05/2011 10 0.37 10,000,000 -485,877 Dejour Energy Inc. Common Shares Inwentash, Sheldon 6 11/05/2011 10 0.37 -184,931 Dejour Energy Inc. Common Shares Inwentash, Sheldon 6 11/05/2011 10 0.37 10,000,000 -485,877 Dejour Enterprises Ltd. Warrants Inwentash, Sheldon 6 08/02/2011 36 500,000 Dejour Enterprises Ltd. Warrants Inwentash, Sheldon 6 08/02/2011 36 500,000 500,000 DELPHI ENERGY CORP. Common Shares Angelidis, Tony 4, 5 16/09/2011 30 2.42 674,661 2,280 DELPHI ENERGY CORP. Common Shares Batteke, Hugo 5 16/09/2011 30 2.42 117,529 1,995 DELPHI ENERGY CORP. Common Shares Galvin, Michael 5 16/09/2011 30 2.42 58,123 1,842 DELPHI ENERGY CORP. Common Shares Hume, Rod Allan 5 16/09/2011 30 2.42 90,596 2,035 DELPHI ENERGY CORP. Common Shares Kohlhammer, Brian 5 16/09/2011 30 2.42 149,822 2,412 DELPHI ENERGY CORP. Common Shares Reid, David James 4, 5 16/09/2011 30 2.42 164,987 2,851 Detour Gold Corporation Options Robertson, James Donald 5 01/09/2011 00 122,500

Diadem Resources Ltd. Common Shares Consolidated International 3 12/09/2011 10 0.04 3,111,500 -200,000 Investment Holdings Inc.

Diagnos Inc. Common Shares Anglo Pacific Group Plc 3 08/09/2011 10 0.3717 7,249,000 -150,000 Dominion Citrus Income Trust Units Scarafile, Paul Santo 3 09/09/2011 10 0.27 2,670,000 25,000 Fund Dominion Citrus Income Trust Units Scarafile, Paul Santo 3 15/09/2011 10 0.27 2,707,000 37,000 Fund Dominion Citrus Income Trust Units Scarafile, Paul Santo 3 16/09/2011 10 0.27 2,711,000 4,000 Fund

September 23, 2011 (2011) 34 OSCB 9866

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed DPF India Opportunities Trust Units Goodman, David Jason 7 30/04/2010 00 Fund DPF India Opportunities Trust Units Goodman, David Jason 7 16/09/2011 10 3.98 50,000 50,000 Fund Dunav Resources Ltd. Options Hasson, Sean Maxwell 4, 5 08/06/2011 50 500,000 500,000 Dunav Resources Ltd. Common Shares Wilson, William George 6 06/06/2011 10 0.72 499 Dunav Resources Ltd. Common Shares Wilson, William George 6 06/06/2011 10 0.72 499 Dunav Resources Ltd. Common Shares Wilson, William George 6 06/06/2011 10 0.72 499 Dunav Resources Ltd. Common Shares Wilson, William George 6 01/09/2011 00 Dunav Resources Ltd. Common Shares Wilson, William George 6 01/09/2011 00 Dunav Resources Ltd. Common Shares Wilson, William George 6 01/09/2011 00 108,333 Dunav Resources Ltd. Common Shares Wilson, William George 6 01/09/2011 10 0.7 24,500 Dunav Resources Ltd. Common Shares Wilson, William George 6 01/09/2011 10 0.7 24,500 Dunav Resources Ltd. Common Shares Wilson, William George 6 01/09/2011 10 0.7 24,500 Dundee Capital Markets Inc. Common Shares Dundee Capital Markets 1 15/07/2011 00 Inc. Dundee Capital Markets Inc. Common Shares Dundee Capital Markets 1 16/08/2011 00 Inc. Dundee Capital Markets Inc. Common Shares Dundee Capital Markets 1 31/08/2011 38 0.95 471,500 471,500 Inc. Dundee Capital Markets Inc. Common Shares Dundee Capital Markets 1 31/08/2011 38 0.95 0 -471,500 Inc. Dundee Capital Markets Inc. Common Shares Dundee Capital Markets 1 15/07/2011 00 Inc. Dundee Capital Markets Inc. Common Shares Dundee Capital Markets 1 31/07/2011 30 1.1 31,866 31,866 Inc. Dundee Capital Markets Inc. Common Shares Dundee Capital Markets 1 31/08/2011 30 1.02 96,943 65,077 Inc. Dundee Corporation Rights Deferred Share Goodman, Jonathan Carter 4 30/06/2011 56 25.44 815 Units Dundee Corporation Rights Deferred Share Goodman, Jonathan Carter 4 30/06/2011 56 25.44 37,705 756 Units Dundee Precious Metals Inc. Common Shares Dombalova-Sechenska, 7 27/04/2009 00 26,666 Petya Ivanova Dundee Precious Metals Inc. Common Shares Dombalova-Sechenska, 7 08/09/2011 10 8.79 26,466 -200 Petya Ivanova Dundee Precious Metals Inc. Common Shares Dombalova-Sechenska, 7 08/09/2011 10 8.78 25,666 -800 Petya Ivanova Dundee Precious Metals Inc. Common Shares Dombalova-Sechenska, 7 08/09/2011 10 8.87 25,566 -100 Petya Ivanova Dundee Precious Metals Inc. Common Shares Dombalova-Sechenska, 7 08/09/2011 10 8.86 15,666 -9,900 Petya Ivanova Dundee Precious Metals Inc. Common Shares Dombalova-Sechenska, 7 08/09/2011 10 8.98 300 -15,366 Petya Ivanova Dundee Precious Metals Inc. Common Shares Dombalova-Sechenska, 7 08/09/2011 10 8.99 0 -300 Petya Ivanova Dundee Precious Metals Inc. Options Dombalova-Sechenska, 7 08/09/2011 51 76,334 -13,333 Petya Ivanova Dundee Precious Metals Inc. Common Shares Hristov, Nikolay 7 14/09/2011 51 4 13,000 13,000

Dundee Precious Metals Inc. Common Shares Hristov, Nikolay 7 14/09/2011 10 9 0 -13,000

Dundee Precious Metals Inc. Options Hristov, Nikolay 7 14/09/2011 51 76,000 -13,000

Dundee Precious Metals Inc. Common Shares Petkov, Konstantin 7 02/09/2011 10 8.6 0 -3,000

DundeeWealth Inc. (formerly Preferred Shares 4.75% Bank of Nova Scotia, The 3 08/09/2011 38 26.5 0 -97,460 Dundee Wealth Cum. Redeemable First Management Inc.) Preference Shares, Series 1 Eco Oro Minerals Corp. Common Shares Atherton, James Henry 5 06/09/2011 00 300 Eco Oro Minerals Corp. Options Atherton, James Henry 5 06/09/2011 00 Eco Oro Minerals Corp. Options Atherton, James Henry 5 06/09/2011 50 3.27 180,000 180,000 Economic Investment Trust Common Shares E-L Financial Corporation 3 12/09/2011 10 60 1,292,863 2,300 Limited Limited EcoSynthetix Inc. Common Shares Bloembergen, Steven 5 04/08/2011 10 9 749,112 EcoSynthetix Inc. Common Shares Bloembergen, Steven 5 04/08/2011 10 9 107,016 EcoSynthetix Inc. Common Shares Bloembergen, Steven 5 04/08/2011 10 9 107,016 EcoSynthetix Inc. Common Shares Bloembergen, Steven 5 04/08/2011 99 9 107,016 107,016 EcoSynthetix Inc. Common Shares Bloembergen, Steven 5 04/08/2011 10 9 107,016 EcoSynthetix Inc. Common Shares Bloembergen, Steven 5 04/08/2011 10 9 107,016 EcoSynthetix Inc. Common Shares Bloembergen, Steven 5 04/08/2011 10 9 107,016 EcoSynthetix Inc. Common Shares Bloembergen, Steven 5 12/09/2011 10 8.46 1,722

September 23, 2011 (2011) 34 OSCB 9867

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed EcoSynthetix Inc. Common Shares Bloembergen, Steven 5 12/09/2011 10 8.46 1,722 EcoSynthetix Inc. Common Shares Bloembergen, Steven 5 12/09/2011 10 8.46 1,722 EcoSynthetix Inc. Common Shares Bloembergen, Steven 5 12/09/2011 10 8.46 -1,722 EcoSynthetix Inc. Common Shares Bloembergen, Steven 5 12/09/2011 10 8.46 105,294 -1,722 EcoSynthetix Inc. Common Shares De Jong, Ralph Lewis 5 06/07/2011 00 EcoSynthetix Inc. Common Shares De Jong, Ralph Lewis 5 12/09/2011 51 15750 15,750 EcoSynthetix Inc. Common Shares De Jong, Ralph Lewis 5 12/09/2011 51 1.1901 15,750 15,750 EcoSynthetix Inc. Common Shares De Jong, Ralph Lewis 5 12/09/2011 10 1.1901 15,750 EcoSynthetix Inc. Common Shares De Jong, Ralph Lewis 5 12/09/2011 10 1.1901 -15,750 EcoSynthetix Inc. Common Shares De Jong, Ralph Lewis 5 12/09/2011 10 1.1901 -15,750 EcoSynthetix Inc. Common Shares De Jong, Ralph Lewis 5 12/09/2011 10 1.1901 -15,750 EcoSynthetix Inc. Options De Jong, Ralph Lewis 5 12/09/2011 51 -15,750 EcoSynthetix Inc. Options De Jong, Ralph Lewis 5 12/09/2011 51 -15,750 EcoSynthetix Inc. Options De Jong, Ralph Lewis 5 12/09/2011 51 1.1901 -15,750 EcoSynthetix Inc. Options De Jong, Ralph Lewis 5 12/09/2011 51 1.1901 -15,750 EcoSynthetix Inc. Options De Jong, Ralph Lewis 5 12/09/2011 51 1.1901 47,250 -15,750 EcoSynthetix Inc. Options De Jong, Ralph Lewis 5 12/09/2011 51 15,750 EcoSynthetix Inc. Options De Jong, Ralph Lewis 5 12/09/2011 51 15,750 EcoSynthetix Inc. Options De Jong, Ralph Lewis 5 12/09/2011 51 1.1901 15,750 EcoSynthetix Inc. Options De Jong, Ralph Lewis 5 12/09/2011 51 1.1901 15,750 EcoSynthetix Inc. Options De Jong, Ralph Lewis 5 12/09/2011 51 1.1901 15,750 EcoSynthetix Inc. Options De Jong, Ralph Lewis 5 12/09/2011 10 15,750 EcoSynthetix Inc. Options De Jong, Ralph Lewis 5 12/09/2011 10 -15,750 EcoSynthetix Inc. Options De Jong, Ralph Lewis 5 12/09/2011 10 1.1901 -15,750 EcoSynthetix Inc. Options De Jong, Ralph Lewis 5 12/09/2011 10 1.1901 -15,750 EcoSynthetix Inc. Common Shares Lions Investment Ltd 3 04/08/2011 11 13,415,829 EcoSynthetix Inc. Common Shares Lions Investment Ltd 3 12/09/2011 11 13,309,372 13,309,372 EcoSynthetix Inc. Common Shares van Leeuwen, John 4, 5 12/09/2011 10 9 17,852 EcoSynthetix Inc. Common Shares van Leeuwen, John 4, 5 12/09/2011 10 9 168,345 -17,852 ECU Silver Mining Inc. Common Shares Golden Minerals Company 3 02/09/2011 00 320,081,333

EGI Financial Holdings Inc. Common Shares Dobronyi, Steve 5 06/09/2011 10 7.85 17,500 5,500 EGI Financial Holdings Inc. Common Shares Dobronyi, Steve 5 08/09/2011 10 7.75 18,500 1,000 EGI Financial Holdings Inc. Common Shares Dobronyi, Steve 5 09/09/2011 10 7.85 5,500 Eldorado Gold Corporation Common Shares Eldorado Gold Corporation 1 31/08/2011 38 266,938 -9,245

Eldorado Gold Corporation Common Shares Jones, Douglas Matthew 5 31/08/2011 38 19.51 9,245 9,245

Eldorado Gold Corporation Common Shares Jones, Douglas Matthew 5 08/09/2011 10 21.39 5,345 -3,900

Eldorado Gold Corporation Common Shares Jones, Douglas Matthew 5 08/09/2011 10 21.38 2,400 -2,945

Eldorado Gold Corporation Common Shares Jones, Douglas Matthew 5 08/09/2011 10 21.36 0 -2,400

Eldorado Gold Corporation Restricted Share Units Jones, Douglas Matthew 5 31/08/2011 38 18,488 -9,245

Eldorado Gold Corporation Common Shares Skayman, Paul James 5 09/09/2011 51 4.88 20,000 20,000

Eldorado Gold Corporation Common Shares Skayman, Paul James 5 09/09/2011 10 21.75 0 -20,000

Eldorado Gold Corporation Options Skayman, Paul James 5 09/09/2011 51 4.88 270,310 -20,000

Empire Company Limited Common Shares Class B Sobey, Paul David 4, 5 15/08/2002 00

Empire Company Limited Common Shares Class B Sobey, Paul David 4, 5 15/09/2011 47 6,818 6,818

Empire Company Limited Non-Voting Shares Class Sobey, Paul David 4, 5 15/08/2002 00 A Empire Company Limited Non-Voting Shares Class Sobey, Paul David 4, 5 15/09/2011 47 102,200 102,200 A Enbridge Inc. Rights - 2011 Cruess II, Leigh Saunders 5 01/03/2011 30 20 Performance Units (PUs) - December 31, 2013 Expiry Enbridge Inc. Rights - 2011 Cruess II, Leigh Saunders 5 01/03/2011 30 2,420 20 Performance Units (PUs) - December 31, 2013 Expiry Enbridge Inc. Common Shares Neyland, Stephen James 7 18/05/2011 30 62.03 3,111 70 Enbridge Inc. Common Shares Neyland, Stephen James 7 25/05/2011 37 6,222 3,111 Enbridge Inc. Common Shares Neyland, Stephen James 7 22/06/2011 30 31.79 6,301 79 Enbridge Inc. Options USD $20.165 Neyland, Stephen James 7 25/05/2011 37 7,750 3,875 (USD$40.33) - February 19, 2018 Expiry

September 23, 2011 (2011) 34 OSCB 9868

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Enbridge Inc. Options USD$15.795 Neyland, Stephen James 7 25/05/2011 37 15,500 7,750 (USD$31.59) - February 25, 2019 Expiry Enbridge Inc. Options USD$21.965 Neyland, Stephen James 7 25/05/2011 37 15,400 7,700 (USD$43.93) - February 16, 2020 Expiry Enbridge Inc. Options USD$28.99 Neyland, Stephen James 7 25/05/2011 37 44,600 22,300 (USD$57.98) - February 14, 2021 Expiry Enbridge Inc. Rights - 2009 Restricted Neyland, Stephen James 7 01/03/2011 30 1,298 11 Stock Units (RSUs) 35 mos maturity period Enbridge Inc. Rights - 2009 Restricted Neyland, Stephen James 7 25/05/2011 37 2,596 1,298 Stock Units (RSUs) 35 mos maturity period Enbridge Inc. Rights - 2009 Restricted Neyland, Stephen James 7 01/06/2011 30 2,616 20 Stock Units (RSUs) 35 mos maturity period Enbridge Inc. Rights - 2010 Restricted Neyland, Stephen James 7 01/03/2011 30 939 8 Stock Units (RSUs) 35 mos maturity period Enbridge Inc. Rights - 2010 Restricted Neyland, Stephen James 7 25/05/2011 37 1,878 939 Stock Units (RSUs) 35 mos maturity period Enbridge Inc. Rights - 2010 Restricted Neyland, Stephen James 7 01/06/2011 30 1,893 15 Stock Units (RSUs) 35 mos maturity period Enbridge Inc. Rights - 2011 Neyland, Stephen James 7 01/03/2011 30 1,614 14 Performance Units (PUs) - December 31, 2013 Expiry Enbridge Inc. Rights - 2011 Neyland, Stephen James 7 25/05/2011 37 3,228 1,614 Performance Units (PUs) - December 31, 2013 Expiry Enbridge Inc. Rights - 2011 Neyland, Stephen James 7 01/06/2011 30 3,252 24 Performance Units (PUs) - December 31, 2013 Expiry Enbridge Inc. Common Shares Ross, William George 7 18/05/2011 30 59.47 3,981 71 Enbridge Inc. Common Shares Ross, William George 7 25/05/2011 37 7,962 3,981 Enbridge Inc. Common Shares Ross, William George 7 17/08/2011 30 31.38 8,083 121 Enbridge Inc. Common Shares Ross, William George 7 25/05/2011 37 1,000 500 Enbridge Inc. Options $12.86 ($25.72) Ross, William George 7 25/05/2011 37 8,000 4,000 ($51.44) - February 4, 2014 Expiry Enbridge Inc. Options $15.84 ($31.68) Ross, William George 7 25/05/2011 37 15,600 7,800 ($63.36) - February 3, 2015 Expiry Enbridge Inc. Options $18.235 ($36.47) Ross, William George 7 25/05/2011 37 14,200 7,100 - February 13, 2016 Expiry Enbridge Inc. Options $19.13 ($38.26) - Ross, William George 7 25/05/2011 37 13,400 6,700 February 9, 2017 Expiry Enbridge Inc. Options $19.805 ($39.61) Ross, William George 7 25/05/2011 37 25,400 12,700 - February 25, 2019 Enbridge Inc. Options $20.21 ($40.42) - Ross, William George 7 25/05/2011 37 25,400 12,700 February 19, 2018 Expiry Enbridge Inc. Options $23.295 ($46.59) Ross, William George 7 25/05/2011 37 14,800 7,400 - February 16, 2020 Expiry Enbridge Inc. Options $28.775 ($57.55) Ross, William George 7 25/05/2011 37 44,200 22,100 - February 14, 2021 Expiry Enbridge Inc. Rights - 2009 Ross, William George 7 01/03/2011 30 31 8 Performance Units (PUs) - December 31, 2011 Expiry Enbridge Inc. Rights - 2009 Ross, William George 7 25/05/2011 37 1,946 973 Performance Units (PUs) - December 31, 2011 Expiry

September 23, 2011 (2011) 34 OSCB 9869

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Enbridge Inc. Rights - 2009 Ross, William George 7 01/06/2011 30 1,961 15 Performance Units (PUs) - December 31, 2011 Expiry Enbridge Inc. Rights - 2010 Ross, William George 7 01/03/2011 30 34 9 Performance Units (PUs) - December 31, 2012 Expiry Enbridge Inc. Rights - 2010 Ross, William George 7 25/05/2011 37 2,086 1,043 Performance Units (PUs) - December 31, 2012 Expiry Enbridge Inc. Rights - 2010 Ross, William George 7 01/06/2011 30 2,102 16 Performance Units (PUs) - December 31, 2012 Expiry Enbridge Inc. Rights - 2011 Ross, William George 7 01/03/2011 30 1,311 11 Performance Units (PUs) - December 31, 2013 Expiry Enbridge Inc. Rights - 2011 Ross, William George 7 25/05/2011 37 2,622 1,311 Performance Units (PUs) - December 31, 2013 Expiry Enbridge Inc. Rights - 2011 Ross, William George 7 01/06/2011 30 2,642 20 Performance Units (PUs) - December 31, 2013 Expiry Enbridge Inc. Common Shares Tutcher, Dan Curtis 4 01/03/2011 30 59.79 92,977 659 Enbridge Inc. Common Shares Tutcher, Dan Curtis 4 25/05/2011 37 185,954 92,977 Enbridge Inc. Common Shares Tutcher, Dan Curtis 4 01/06/2011 30 32.09 187,192 1,238 Enbridge Inc. Common Shares Tutcher, Dan Curtis 4 01/03/2011 30 59.79 208,416 1,305 Enbridge Inc. Common Shares Tutcher, Dan Curtis 4 25/05/2011 37 416,832 208,416 Enbridge Inc. Common Shares Tutcher, Dan Curtis 4 01/06/2011 30 32.09 419,281 2,449 Enbridge Inc. Rights - Deferred Share Tutcher, Dan Curtis 4 01/03/2011 30 20,027 173 Units (DSUs) Enbridge Inc. Rights - Deferred Share Tutcher, Dan Curtis 4 17/03/2011 56 20,253 226 Units (DSUs) Enbridge Inc. Rights - Deferred Share Tutcher, Dan Curtis 4 25/05/2011 37 40,506 20,253 Units (DSUs) Enbridge Inc. Rights - Deferred Share Tutcher, Dan Curtis 4 01/06/2011 30 40,821 315 Units (DSUs) Enbridge Inc. Rights - Deferred Share Tutcher, Dan Curtis 4 16/06/2011 56 41,244 423 Units (DSUs) Enbridge Inc. Common Shares Zupan, Leon Anthony 7 01/03/2011 30 56.31 27,365 84 Enbridge Inc. Common Shares Zupan, Leon Anthony 7 18/05/2011 30 59.47 27,469 104 Enbridge Inc. Common Shares Zupan, Leon Anthony 7 25/05/2011 37 54,938 27,469 Enbridge Inc. Common Shares Zupan, Leon Anthony 7 01/06/2011 30 13.47 54,950 12 Enbridge Inc. Common Shares Zupan, Leon Anthony 7 01/06/2011 30 31.47 55,090 140 Enbridge Inc. Common Shares Zupan, Leon Anthony 7 17/08/2011 30 31.38 55,294 204 Enbridge Inc. Common Shares Zupan, Leon Anthony 7 01/03/2011 30 56.31 788 7 Enbridge Inc. Common Shares Zupan, Leon Anthony 7 25/05/2011 37 1,576 788 Enbridge Inc. Common Shares Zupan, Leon Anthony 7 01/06/2011 30 31.47 1,588 12 Enbridge Inc. Options $10.4125 Zupan, Leon Anthony 7 25/05/2011 37 42,800 21,400 ($20.825) ($41.65) - February 6, 2013 Expiry Enbridge Inc. Options $10.925 ($21.85) Zupan, Leon Anthony 7 25/05/2011 37 40,000 20,000 ($43.70) - February 5, 2012 Expiry Enbridge Inc. Options $12.86 ($25.72) Zupan, Leon Anthony 7 25/05/2011 37 40,000 20,000 ($51.44) - February 4, 2014 Expiry Enbridge Inc. Options $15.84 ($31.68) Zupan, Leon Anthony 7 25/05/2011 37 18,400 9,200 ($63.36) - February 3, 2015 Expiry Enbridge Inc. Options $18.235 ($36.47) Zupan, Leon Anthony 7 25/05/2011 37 16,200 8,100 - February 13, 2016 Expiry Enbridge Inc. Options $19.13 ($38.26) - Zupan, Leon Anthony 7 25/05/2011 37 17,000 8,500 February 9, 2017 Expiry Enbridge Inc. Options $19.805 ($39.61) Zupan, Leon Anthony 7 25/05/2011 37 46,400 23,200 - February 25, 2019

September 23, 2011 (2011) 34 OSCB 9870

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Enbridge Inc. Options $20.21 ($40.42) - Zupan, Leon Anthony 7 25/05/2011 37 46,400 23,200 February 19, 2018 Expiry Enbridge Inc. Options $23.295 ($46.59) Zupan, Leon Anthony 7 25/05/2011 37 33,400 16,700 - February 16, 2020 Expiry Enbridge Inc. Options $28.775 ($57.55) Zupan, Leon Anthony 7 25/05/2011 37 108,600 54,300 - February 14, 2021 Expiry Enbridge Inc. Rights - 2009 Zupan, Leon Anthony 7 01/03/2011 30 57 15 Performance Units (PUs) - December 31, 2011 Expiry Enbridge Inc. Rights - 2009 Zupan, Leon Anthony 7 25/05/2011 37 3,464 1,732 Performance Units (PUs) - December 31, 2011 Expiry Enbridge Inc. Rights - 2009 Zupan, Leon Anthony 7 01/06/2011 30 3,489 25 Performance Units (PUs) - December 31, 2011 Expiry Enbridge Inc. Rights - 2010 Zupan, Leon Anthony 7 01/03/2011 30 78 20 Performance Units (PUs) - December 31, 2012 Expiry Enbridge Inc. Rights - 2010 Zupan, Leon Anthony 7 25/05/2011 37 4,798 2,399 Performance Units (PUs) - December 31, 2012 Expiry Enbridge Inc. Rights - 2010 Zupan, Leon Anthony 7 01/06/2011 30 4,834 36 Performance Units (PUs) - December 31, 2012 Expiry Enbridge Inc. Rights - 2011 Zupan, Leon Anthony 7 01/03/2011 30 3,227 27 Performance Units (PUs) - December 31, 2013 Expiry Enbridge Inc. Rights - 2011 Zupan, Leon Anthony 7 25/05/2011 37 6,454 3,227 Performance Units (PUs) - December 31, 2013 Expiry Enbridge Inc. Rights - 2011 Zupan, Leon Anthony 7 01/06/2011 30 6,503 49 Performance Units (PUs) - December 31, 2013 Expiry Endeavour Mining Common Shares Milau, christian 5 13/09/2011 10 2.39 92,500 5,000 Corporation Endeavour Silver Corp. Common Shares Dickson, Daniel 5 12/09/2011 54 3.6 2,500 2,500 Endeavour Silver Corp. Common Shares Dickson, Daniel 5 12/09/2011 10 12.5 0 -2,500 Endeavour Silver Corp. Warrants Dickson, Daniel 5 26/10/2009 11 5,000 Endeavour Silver Corp. Warrants Dickson, Daniel 5 26/10/2009 11 2,500 2,500 Endeavour Silver Corp. Warrants Dickson, Daniel 5 12/09/2011 54 0 -2,500 ENERGY INDEXPLUS Trust Units Brasseur, Murray 3 08/09/2011 10 11 7,800 400 Dividend Fund ENERGY INDEXPLUS Trust Units Brasseur, Murray 3 09/09/2011 10 11 8,000 200 Dividend Fund ENERGY INDEXPLUS Trust Units Energy Indexplus Dividend 1 09/09/2011 38 10.94 58,600 4,100 Dividend Fund Fund ENERGY INDEXPLUS Trust Units Energy Indexplus Dividend 1 12/09/2011 38 10.5 62,900 4,300 Dividend Fund Fund ENERGY INDEXPLUS Trust Units Energy Indexplus Dividend 1 13/09/2011 38 10.42 64,000 1,100 Dividend Fund Fund ENERGY INDEXPLUS Trust Units Energy Indexplus Dividend 1 14/09/2011 38 10.38 66,100 2,100 Dividend Fund Fund Energy Split Corp. Inc. Common Shares Capital Dawson, Thomas C. 4 16/09/2011 38 15.19 0 -4,000 Yield Energy Split Corp. Inc. Common Shares Capital McChesney, Brian David 4, 5 16/09/2011 38 0 -3,700 Yield Enertopia Corp. Common Shares McAllister, Robert 4, 5 12/09/2011 10 0.1 2,580,000 10,000 EnerVest Diversified Income Trust Units Chernoff, M. Bruce 7 12/09/2011 38 14.461 10,552 -5,866 Trust EnerVest Diversified Income Trust Units Rain, David James 4 12/09/2011 38 14.461 115,031 -63,951 Trust

September 23, 2011 (2011) 34 OSCB 9871

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed EnerVest Diversified Income Trust Units Roorda, Jacob 5 15/09/2011 10 13.99 0 -10,000 Trust EnerVest Diversified Income Trust Units Roorda, Jacob 5 12/09/2011 38 14.461 12,231 -10,673 Trust EnerVest Diversified Income Trust Units Roorda, Jacob 5 14/09/2011 10 13.99 10,931 -1,300 Trust EnerVest Diversified Income Trust Units Roorda, Jacob 5 15/09/2011 10 13.99 0 -10,931 Trust EnerVest Diversified Income Trust Units Roorda, Jacob 5 12/09/2011 38 14.462 2,258 -3,573 Trust EnerVest Diversified Income Trust Units Roorda, Jacob 5 15/09/2011 10 13.99 0 -2,258 Trust EnerVest Diversified Income Trust Units Roorda, Jacob 5 15/09/2011 10 13.99 0 -1,138 Trust Enhanced Oil Resources, Common Shares Currie, Donald James 4 13/09/2011 10 0.15 237,769 30,000 Inc. Enterprise Oilfield Group, Common Shares JAROSZUK, LEONARD 4, 5 14/09/2011 10 0.13 3,341,332 25,000 Inc. Enterprise Oilfield Group, Common Shares JAROSZUK, LEONARD 4, 5 15/09/2011 10 0.135 3,354,332 13,000 Inc. Equitable Group Inc. Common Shares McDonald, Lynn Marie 4 15/09/2011 10 23.25 500 100 Equitable Group Inc. Common Shares Moor, Andrew 5 01/03/2007 00 Equitable Group Inc. Common Shares Moor, Andrew 5 16/09/2011 10 23.56 2,000 2,000 Erdene Resource Common Shares Akerley, Peter 4, 5 09/09/2011 10 0.65 354,350 9,000 Development Corporation Erdene Resource Common Shares Webster, Philip L. 4 12/09/2011 90 0 -600,000 Development Corporation Erdene Resource Common Shares Webster, Philip L. 4 14/06/2006 00 Development Corporation Erdene Resource Common Shares Webster, Philip L. 4 09/09/2011 10 0.6896 50,000 50,000 Development Corporation Erdene Resource Common Shares Webster, Philip L. 4 12/09/2011 90 650,000 600,000 Development Corporation Erdene Resource Common Shares Webster, Philip L. 4 09/09/2011 10 0.67 14,000 4,000 Development Corporation Essex Angel Capital Inc. Common Shares Hawkins, Julian James 5 06/07/2011 00 Edward Essex Angel Capital Inc. Common Shares Labiak, Michael Leonard 5 09/09/2011 10 0.05 1,100,000 100,000 Essex Angel Capital Inc. Common Shares Labiak, Michael Leonard 5 09/09/2011 10 0.05 1,170,000 70,000 Exeter Resource Common Shares Scheving, Douglas Wayne 3, 4 09/09/2011 51 1.99 15,000 15,000 Corporation Exeter Resource Common Shares Scheving, Douglas Wayne 3, 4 09/09/2011 10 5.35 0 -15,000 Corporation Exeter Resource Options Scheving, Douglas Wayne 3, 4 02/05/2011 50 5 385,000 60,000 Corporation Exeter Resource Options Scheving, Douglas Wayne 3, 4 09/09/2011 51 1.99 345,000 -15,000 Corporation Exploration Aurtois Inc. Options Bisson, Mario 4, 5 07/09/2011 50 0.085 450,000 150,000 Exploration Aurtois Inc. Options Caplette, Christian 4, 5 07/09/2011 50 0.085 354,000 75,000 Exploration Aurtois Inc. Options Dumont, André 4 07/09/2011 50 0.085 174,500 50,000 Exploration Aurtois Inc. Options Frédéric, Dubois 4 07/09/2011 50 0.085 95,000 50,000 Exploration Aurtois Inc. Options Martel, Serge 4 07/09/2011 50 0.085 80,000 50,000 Exploration Aurtois Inc. Options Tourigny, Ghislain 4 07/09/2011 50 0.085 125,000 75,000 Faircourt Gold Income Corp. Common Shares Faircourt Asset 8 08/09/2011 10 10.4 6,800 -2,000 Management Inc. Fiber Optic Systems Common Shares Inwentash, Sheldon 6 12/09/2011 10 0.05 14,330,223 77,000 Technology, Inc. Fiber Optic Systems Common Shares Inwentash, Sheldon 6 13/09/2011 10 0.05 14,343,223 13,000 Technology, Inc. Fiber Optic Systems Common Shares LONE, ALLEN 3, 4, 6, 5 12/09/2011 10 0.06 333,000 30,000 Technology, Inc. Fiber Optic Systems Common Shares Pinetree Capital Ltd. 3 12/09/2011 10 0.05 11,207,000 77,000 Technology, Inc. Fiber Optic Systems Common Shares Pinetree Capital Ltd. 3 13/09/2011 10 0.05 11,220,000 13,000 Technology, Inc. Finning International Inc. Units Deferred Share Bacarreza, Ricardo 4 09/09/2011 56 24.37 38,807 206 Units Finning International Inc. Units Deferred Share Bone, Andrew William 5 09/09/2011 56 24.37 4,237 22 Units Finning International Inc. Units Deferred Share Carter, James Edward 4 09/09/2011 56 24.37 24,710 131 Units Clark Finning International Inc. Units Deferred Share Dickinson, Neil Robert 5 09/09/2011 56 24.37 41,018 218 Units

September 23, 2011 (2011) 34 OSCB 9872

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Finning International Inc. Units Deferred Share Emerson, David Lee 4 09/09/2011 56 24.37 14,754 78 Units Finning International Inc. Units Deferred Share Fraser, Andrew Stewart 5 09/09/2011 56 24.37 50,939 270 Units Finning International Inc. Units Deferred Share Harrod, Darcy Joel 5 09/09/2011 56 24.37 4,237 22 Units Finning International Inc. Units Deferred Share Marks, Anna Pia 5 09/09/2011 56 24.37 20,676 110 Units Finning International Inc. Units Deferred Share Merinsky, Thomas Michael 5 09/09/2011 56 24.37 4,237 22 Units Finning International Inc. Units Deferred Share O'Neill, Kathleen M. 4 09/09/2011 56 24.37 17,252 92 Units Finning International Inc. Units Deferred Share Parker, David Edward 5 09/09/2011 56 24.37 50,939 270 Units Finning International Inc. Units Deferred Share Patterson, Christopher 4 09/09/2011 56 24.37 1,705 9 Units William Finning International Inc. Units Deferred Share Primrose, David Francis 5 09/09/2011 56 24.37 4,237 22 Units Neil Finning International Inc. Units Deferred Share Reid, John McDonald 4 09/09/2011 56 24.37 18,030 96 Units Finning International Inc. Units Deferred Share Simon, Andrew Henry 4 09/09/2011 56 24.37 40,812 217 Units Finning International Inc. Units Deferred Share Thomas, Christopher 5 09/09/2011 56 24.37 48,707 258 Units Finning International Inc. Units Deferred Share Turner, Bruce Lyndon 4 09/09/2011 56 24.37 11,684 62 Units Finning International Inc. Units Deferred Share Villegas, Juan Carlos 5 09/09/2011 56 24.37 46,700 248 Units Finning International Inc. Units Deferred Share Waites, Michael T. 4, 5 09/09/2011 56 24.37 11,393 60 Units Finning International Inc. Units Deferred Share Whitehead, Douglas 4, 5 09/09/2011 56 24.37 36,176 192 Units William Geoffrey First Choice Products Inc. Common Shares sims, brian edward 4, 5 12/09/2011 10 0.05 1,529,900 20,000 First Mexican Gold Corp. Options Roy, Michel 1 09/09/2011 50 0.25 250,000 50,000 First Mexican Gold Corp. Options Voisin, James Arthur 4 09/09/2011 50 850,000 150,000 Robert First Mexican Gold Corp. Options Wood, Nicole Anne 5 09/09/2011 50 200,000 50,000 First National AlarmCap Trust Units Class A CAMPBELL, JOHN BELL 5 09/09/2011 10 5.17 55,650 3,500 Income Fund First Nickel Inc. Common Shares Boehlert, Thomas Michael 4, 5 12/09/2011 00

First Nickel Inc. Common Shares Boehlert, Thomas Michael 4, 5 13/09/2011 11 0.14 3,571,429 3,571,429

First Nickel Inc. Options Boehlert, Thomas Michael 4, 5 12/09/2011 00

First Nickel Inc. Options Boehlert, Thomas Michael 4, 5 12/09/2011 50 10,000,000 10,000,000

FIRSTSERVICE Subordinate Voting Rogers, Steve 4, 2 14/09/2011 10 28.1 72,504 -14,000 CORPORATION Shares FIRSTSERVICE Subordinate Voting Rogers, Steve 4, 2 14/09/2011 10 28.15 71,904 -600 CORPORATION Shares FIRSTSERVICE Subordinate Voting Rogers, Steve 4, 2 14/09/2011 10 28.2 71,804 -100 CORPORATION Shares FIRSTSERVICE Subordinate Voting Rogers, Steve 4, 2 14/09/2011 10 28.23 71,504 -300 CORPORATION Shares FIRSTSERVICE Subordinate Voting Rogers, Steve 4, 2 14/09/2011 10 28.24 71,404 -100 CORPORATION Shares FIRSTSERVICE Subordinate Voting Rogers, Steve 4, 2 14/09/2011 10 28.26 71,104 -300 CORPORATION Shares FIRSTSERVICE Subordinate Voting Rogers, Steve 4, 2 14/09/2011 10 28.27 71,004 -100 CORPORATION Shares FIRSTSERVICE Subordinate Voting Rogers, Steve 4, 2 14/09/2011 10 28.31 70,904 -100 CORPORATION Shares FIRSTSERVICE Subordinate Voting Rogers, Steve 4, 2 14/09/2011 10 28.36 67,604 -3,300 CORPORATION Shares FIRSTSERVICE Subordinate Voting Rogers, Steve 4, 2 14/09/2011 10 28.37 66,804 -800 CORPORATION Shares FIRSTSERVICE Subordinate Voting Rogers, Steve 4, 2 14/09/2011 10 28.38 66,604 -200 CORPORATION Shares FIRSTSERVICE Subordinate Voting Rogers, Steve 4, 2 14/09/2011 10 28.41 66,504 -100 CORPORATION Shares Foraco International SA Common Shares Foraco International SA 1 02/08/2011 38 2.9 1,391,400 7,500 Foraco International SA Common Shares Foraco International SA 1 03/08/2011 38 2.926 1,401,400 10,000

September 23, 2011 (2011) 34 OSCB 9873

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Foraco International SA Common Shares Foraco International SA 1 04/08/2011 38 2.9316 1,417,200 15,800 Foraco International SA Common Shares Foraco International SA 1 05/08/2011 38 3 1,427,200 10,000 Foraco International SA Common Shares Foraco International SA 1 08/08/2011 38 2.9816 1,444,600 17,400 Foraco International SA Common Shares Foraco International SA 1 08/08/2011 30 1,095,600 -349,000 Foraco International SA Common Shares Foraco International SA 1 09/08/2011 38 2.9556 1,100,600 5,000 Foraco International SA Common Shares Foraco International SA 1 10/08/2011 38 3.0287 1,118,000 17,400 Foraco International SA Common Shares Foraco International SA 1 11/08/2011 38 3 1,118,800 800 Foraco International SA Common Shares Foraco International SA 1 12/08/2011 38 3.1 1,128,800 10,000 Foraco International SA Common Shares Foraco International SA 1 15/08/2011 38 3.4617 1,146,200 17,400 Foraco International SA Common Shares Foraco International SA 1 16/08/2011 38 3.17 1,146,900 700 Foraco International SA Common Shares Foraco International SA 1 17/08/2011 38 3.3684 1,158,700 11,800 Foraco International SA Common Shares Foraco International SA 1 18/08/2011 38 3.3885 1,171,700 13,000 Foraco International SA Common Shares Foraco International SA 1 19/08/2011 38 3.3452 1,173,800 2,100 Foraco International SA Common Shares Foraco International SA 1 22/08/2011 38 3.35 1,178,800 5,000 Foraco International SA Common Shares Foraco International SA 1 29/08/2011 38 3.35 1,185,800 7,000 Foraco International SA Common Shares Foraco International SA 1 30/08/2011 38 3.36 1,195,800 10,000 Foraco International SA Common Shares Foraco International SA 1 31/08/2011 38 3.4517 1,205,800 10,000 Forbes Energy Services Ltd. Common Shares Crisp, John Edward 3, 4, 5 13/09/2011 10 8.48 2,430,175 1,000

Forbes Energy Services Ltd. Common Shares Crisp, John Edward 3, 4, 5 15/09/2011 10 8.49 2,431,175 1,000

Fortune Minerals Limited Options Naik, Mahendra 4 05/09/2011 50 660,000 300,000 Foundation Resources Inc. Common Shares Chung, Paul 4 09/09/2011 10 0.165 343,375 6,500

Freehold Royalties Ltd. Common Shares Canadian National Railway 3 15/09/2011 30 16.87 12,863,956 105,876 Company, Administrator of the CN Trust Funds

Freehold Royalties Ltd. Common Shares Canadian National Railway 3 15/09/2011 30 16.87 3,138,101 25,828 Company, Administrator of the CN Trust Funds

Galleon Energy Inc. Common Shares Class A Brussa, John Albert 4 15/09/2011 11 2.81 580,891 200,000

Galleon Energy Inc. Warrants Brussa, John Albert 4 16/05/2003 00 Galleon Energy Inc. Warrants Brussa, John Albert 4 15/09/2011 11 2.81 200,000 200,000 Galleon Energy Inc. Common Shares Class A Crabtree, Shivon Maureen 5 15/09/2011 11 2.81 718,080 15,000

Galleon Energy Inc. Warrants Crabtree, Shivon Maureen 5 27/03/2003 00

Galleon Energy Inc. Warrants Crabtree, Shivon Maureen 5 15/09/2011 11 15,000 15,000

Galleon Energy Inc. Common Shares Class A Tang Kong, William 5 12/08/2011 00

Galleon Energy Inc. Common Shares Class A Tang Kong, William 5 15/09/2011 11 2.81 200,000 200,000

Galleon Energy Inc. Warrants Tang Kong, William 5 12/08/2011 00 Galleon Energy Inc. Warrants Tang Kong, William 5 15/09/2011 11 200,000 200,000 Gamehost Inc. Common Shares Gamehost Inc. 1 10/03/2011 00 Gamehost Inc. Common Shares Gamehost Inc. 1 22/03/2011 10 10.95 18,600 18,600 Gamehost Inc. Common Shares Gamehost Inc. 1 28/03/2011 10 10.95 19,400 800 Gamehost Inc. Common Shares Gamehost Inc. 1 29/08/2011 10 11.16 21,380 1,980 Gamehost Inc. Common Shares Gamehost Inc. 1 30/08/2011 10 11.16 23,360 1,980 Gamehost Inc. Common Shares Gamehost Inc. 1 31/08/2011 10 11.15 33,360 10,000 Gamehost Inc. Common Shares Gamehost Inc. 1 02/09/2011 10 11.12 35,340 1,980 Gamehost Inc. Common Shares Gamehost Inc. 1 06/09/2011 10 11.12 37,320 1,980 Gamehost Inc. Common Shares Gamehost Inc. 1 07/09/2011 10 11.15 47,320 10,000 GASFRAC Energy Services Common Shares Schnitzler, Leo 4 12/09/2011 10 7.75 227,600 7,200 Inc. GC-Global Capital Corp. Subordinate Voting GC-Global Capital Corp. 1 08/09/2011 38 0.31 2,035,300 68,000 Shares Gemoscan Canada, Inc. Common Shares Class A Gledhill, Stephen Mark 5 09/09/2011 51 100000 100,000 100,000 Common Shares Gemoscan Canada, Inc. Common Shares Class A Gledhill, Stephen Mark 5 09/09/2011 10 0.4 100,000 Common Shares Gemoscan Canada, Inc. Common Shares Class A Gledhill, Stephen Mark 5 09/09/2011 10 0.4 100,000 Common Shares Gemoscan Canada, Inc. Common Shares Class A Gledhill, Stephen Mark 5 09/09/2011 10 0.4 0 -100,000 Common Shares Gemoscan Canada, Inc. Options Gledhill, Stephen Mark 5 09/09/2011 51 0.25 100,000 -100,000 Gemoscan Canada, Inc. Options Gledhill, Stephen Mark 5 09/09/2011 51 0.25 -100,000 Gemoscan Canada, Inc. Options Gledhill, Stephen Mark 5 09/09/2011 51 0.25 -100,000 GeneNews Limited Options Liew, Gailina Jia-Hsin 4, 5 12/09/2011 50 0.2 2,112,080 250,000

September 23, 2011 (2011) 34 OSCB 9874

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed General Donlee Canada Inc. Common Shares Luborsky, Brian Alan 4 12/09/2011 10 2.9 120,700 1,100

Geomark Exploration Ltd. Common Shares Disbrow, Robert 3 09/09/2011 10 0.85 2,747,500 500 Geomark Exploration Ltd. Common Shares Disbrow, Robert 3 13/09/2011 10 0.85 2,748,500 1,000 Geomark Exploration Ltd. Common Shares Disbrow, Robert 3 14/09/2011 10 0.85 2,758,500 10,000 Giyani Gold Corp. Common Shares Parnham, Duane 4, 5 14/09/2011 10 1.15 4,353,723 50,000 Giyani Gold Corp. Common Shares Parnham, Duane 4, 5 14/09/2011 10 1.12 4,363,723 10,000 Giyani Gold Corp. Common Shares Parnham, Duane 4, 5 16/09/2011 10 1.2 4,366,423 2,700 GLENTEL Inc. Common Shares Skidmore, A. Allan 4, 6, 5 31/05/2003 00 GLENTEL Inc. Common Shares Skidmore, A. Allan 4, 6, 5 15/09/2011 97 575,198 575,198 GLENTEL Inc. Common Shares Skidmore, A. Allan 4, 6, 5 15/09/2011 10 17.101 558,998 -16,200 GLENTEL Inc. Common Shares Skidmore, A. Allan 4, 6, 5 13/09/2011 10 17.46 322,828 -3,600 GLENTEL Inc. Common Shares Skidmore, A. Allan 4, 6, 5 14/09/2011 10 17.357 311,428 -11,400 GLENTEL Inc. Common Shares Skidmore, Thomas 4, 6, 5 31/05/2003 00 GLENTEL Inc. Common Shares Skidmore, Thomas 4, 6, 5 15/09/2011 97 575,198 575,198 GLENTEL Inc. Common Shares Skidmore, Thomas 4, 6, 5 15/09/2011 10 17.101 558,998 -16,200 Global Advantaged Telecom Trust Units Global Advantaged 1 14/09/2011 10 1,000 1,000 & Utilities Income Fund Telecom & Utiltiies Income Fund Global Advantaged Telecom Trust Units Global Advantaged 1 14/09/2011 38 0 -1,000 & Utilities Income Fund Telecom & Utiltiies Income Fund Global Key Investment Common Shares Fong, Vincent 4, 5 16/09/2011 11 0.11 3,464,200 720,900 Limited Globex Mining Enterprises Common Shares STOCH, JACK 3, 4, 5 13/09/2011 10 2.05 1,881,362 1,000 Inc. Gluskin Sheff + Associates Deferred Share Units Beeston, Paul 5 14/09/2011 56 2,821 44 Inc. Gluskin Sheff + Associates Deferred Share Units Beeston, Paul 5 15/09/2011 56 2,862 41 Inc. Gluskin Sheff + Associates Deferred Share Units CARTY, DONALD 4 15/09/2011 56 4,976 84 Inc. Gluskin Sheff + Associates Deferred Share Units Gobert, Wilfred Arthur 4 15/09/2011 56 7,066 44 Inc. Gluskin Sheff + Associates Deferred Share Units Gobert, Wilfred Arthur 4 15/09/2011 56 7,108 42 Inc. Gluskin Sheff + Associates Deferred Share Units Solway, Herbert 4 15/09/2011 56 9,152 83 Inc. Gluskin Sheff + Associates Deferred Share Units Themens, Pierre-Andre 4 15/09/2011 56 7,253 44 Inc. Gluskin Sheff + Associates Deferred Share Units Themens, Pierre-Andre 4 15/09/2011 56 7,295 42 Inc. Gluskin Sheff + Associates Deferred Share Units Wallin, Pamela 4 15/09/2011 56 7,036 84 Inc. Gluskin Sheff + Associates Deferred Share Units Weiss, Robert Samson 4 15/09/2011 56 10,211 14 Inc. Gluskin Sheff + Associates Deferred Share Units Weiss, Robert Samson 4 15/09/2011 56 10,253 42 Inc. GMP Capital Inc. Common Shares James Richardson & Sons, 3 13/09/2011 10 8.201 11,961,982 9,700 Limited GMP Capital Inc. Common Shares James Richardson & Sons, 3 14/09/2011 10 8.2966 11,983,182 21,200 Limited GMP Capital Inc. Common Shares James Richardson & Sons, 3 15/09/2011 10 8.3108 12,002,782 19,600 Limited Gold Participation and Trust Units Bertram, Robert 4, 5 15/09/2011 54 13.02 34,000 2,000 Income Fund Gold Participation and Trust Units Bertram, Robert 4, 5 15/09/2011 54 13.02 10,000 2,000 Income Fund Gold Participation and Warrants on Trust Units Bertram, Robert 4, 5 22/04/2011 53 32,000 32,000 Income Fund Gold Participation and Warrants on Trust Units Bertram, Robert 4, 5 12/09/2011 10 0.305 22,000 -10,000 Income Fund Gold Participation and Warrants on Trust Units Bertram, Robert 4, 5 13/09/2011 10 0.15 12,000 -10,000 Income Fund Gold Participation and Warrants on Trust Units Bertram, Robert 4, 5 13/09/2011 10 0.2 7,000 -5,000 Income Fund Gold Participation and Warrants on Trust Units Bertram, Robert 4, 5 14/09/2011 10 0.14 2,000 -5,000 Income Fund Gold Participation and Warrants on Trust Units Bertram, Robert 4, 5 15/09/2011 54 13.02 0 -2,000 Income Fund Gold Participation and Warrants on Trust Units Bertram, Robert 4, 5 22/04/2011 53 8,000 8,000 Income Fund

September 23, 2011 (2011) 34 OSCB 9875

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Gold Participation and Warrants on Trust Units Bertram, Robert 4, 5 12/09/2011 10 0.305 2,000 -6,000 Income Fund Gold Participation and Warrants on Trust Units Bertram, Robert 4, 5 15/09/2011 54 13.02 0 -2,000 Income Fund Gold Reserve Inc. Common Shares Class A Smith, Mary 5 09/09/2011 10 3 151,278 -610 Common Shares Gold Reserve Inc. Common Shares Class A Smith, Mary 5 13/09/2011 10 2.95 150,378 -900 Common Shares Gold Reserve Inc. Common Shares Class A Smith, Mary 5 14/09/2011 10 2.9 141,888 -8,490 Common Shares Goldbrook Ventures Inc. Common Shares Gorman, Alan Peter Francis 5 13/09/2011 10 0.275 679,000 29,000

Goldbrook Ventures Inc. Common Shares Gorman, Alan Peter Francis 5 13/09/2011 10 0.28 700,000 21,000

Goldbrook Ventures Inc. Common Shares Lupien, William A. 3 30/08/2011 10 0.295 22,700,000 100,000 Golden Queen Mining Co. Common Shares Klingmann, Hans Lutz 4, 5 12/09/2011 10 3.5 379,000 -5,000 Ltd. Golden Reign Resources Common Shares Dennis, Leonard Charles 4 13/09/2011 10 1.2 365,400 -4,600 Ltd. Gowest Gold Ltd. Common Shares Elliott, C. Fraser 4 12/08/2011 16 0.285 3,130,376 350,800 Gowest Gold Ltd. Common Shares Elliott, C. Fraser 4 12/08/2011 16 0.25 3,330,376 200,000 Gowest Gold Ltd. Warrants Elliott, C. Fraser 4 12/08/2011 16 687,121 100,000 Gowest Gold Ltd. Common Shares Phillips, Larry 4 06/06/2011 00 350,000 Gran Colombia Gold Corp. Options Arata, Jose Francisco 4 12/09/2011 50 0.73 2,104,667 628,000 Gran Colombia Gold Corp. Options Araujo, Maria Consuelo 4, 5 12/09/2011 50 0.73 2,500,000 1,875,000 Gran Colombia Gold Corp. Options Davies, Michael Monier 5 12/09/2011 50 0.73 750,002 375,002 Gran Colombia Gold Corp. Options De La Campa, Miguel 4 12/09/2011 50 0.73 3,754,667 1,278,000 Angel Gran Colombia Gold Corp. Options Doyle, Robert Emmet 4 12/09/2011 50 0.73 496,668 230,002 Gran Colombia Gold Corp. Options East, Donald 5 12/09/2011 50 0.73 880,000 280,000 Gran Colombia Gold Corp. Options Hines, Robert Laurie 4 12/09/2011 50 0.73 400,000 250,000 Gran Colombia Gold Corp. Options Iacono, Serafino 4 12/09/2011 50 0.73 3,754,667 1,278,000 Gran Colombia Gold Corp. Options Lopez, Augusto 4 12/09/2011 50 0.73 523,334 140,001 Gran Colombia Gold Corp. Options Lozano, Ricardo 4 12/09/2011 50 0.73 400,000 250,000 Gran Colombia Gold Corp. Options Martin, James Randall 4 12/09/2011 50 0.73 373,334 240,001 Gran Colombia Gold Corp. Options Martinez, Hernan 4 12/09/2011 50 0.73 390,000 290,000 Gran Colombia Gold Corp. Options Mendoza, Vicente 5 12/09/2011 50 0.73 490,000 90,000 Gran Colombia Gold Corp. Options Metcalfe, Robert 4 12/09/2011 50 0.73 373,334 240,001 Gran Colombia Gold Corp. Options Neeb Brewer, Courtney 4 12/09/2011 50 0.73 359,068 154,402 Gran Colombia Gold Corp. Options Neher, Jorge 4 12/09/2011 50 0.73 400,000 150,000 Gran Colombia Gold Corp. Options Oro, Jose 5 12/09/2011 50 0.73 950,000 450,000 Gran Colombia Gold Corp. Options Pantin, Ronald 4 12/09/2011 50 0.73 550,000 300,000 Gran Colombia Gold Corp. Options Perez, Jaime 4 12/09/2011 50 0.73 538,334 105,001 Gran Colombia Gold Corp. Options Volk, Peter Joseph 5 12/09/2011 50 0.73 923,334 415,001 Gran Colombia Gold Corp. Options Wilkinson, Stephen James 4 12/09/2011 50 0.73 400,000 250,000

Great Panther Silver Limited Common Shares Archer, Robert Alexander 4, 5 08/09/2011 10 3.49 1,375,100 -5,000

Great Panther Silver Limited Common Shares Archer, Robert Alexander 4, 5 08/09/2011 10 3.5 1,364,500 -10,600

Great Panther Silver Limited Common Shares Archer, Robert Alexander 4, 5 09/09/2011 10 3.4 1,351,000 -13,500

Great Panther Silver Limited Common Shares Archer, Robert Alexander 4, 5 09/09/2011 10 3.41 1,331,000 -20,000

Great Panther Silver Limited Common Shares Archer, Robert Alexander 4, 5 09/09/2011 10 3.42 1,321,000 -10,000

Great Panther Silver Limited Common Shares Archer, Robert Alexander 4, 5 09/09/2011 10 3.43 1,311,000 -10,000

Great Panther Silver Limited Common Shares Archer, Robert Alexander 4, 5 09/09/2011 10 3.45 1,293,900 -17,100

Great Panther Silver Limited Common Shares Archer, Robert Alexander 4, 5 09/09/2011 10 3.46 -37,900

Great Panther Silver Limited Common Shares Archer, Robert Alexander 4, 5 09/09/2011 10 3.46 1,266,000 -27,900

Great Panther Silver Limited Common Shares Archer, Robert Alexander 4, 5 09/09/2011 10 3.48 1,259,500 -6,500

Great Panther Silver Limited Common Shares Archer, Robert Alexander 4, 5 09/09/2011 10 3.5 1,212,400 -47,100

Great Panther Silver Limited Common Shares Archer, Robert Alexander 4, 5 09/09/2011 10 3.51 1,202,600 -9,800

Great Panther Silver Limited Common Shares Archer, Robert Alexander 4, 5 09/09/2011 10 3.52 1,202,500 -100

September 23, 2011 (2011) 34 OSCB 9876

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Great Panther Silver Limited Common Shares Archer, Robert Alexander 4, 5 09/09/2011 10 3.47 1,192,500 -10,000

Great Panther Silver Limited Common Shares Archer, Robert Alexander 4, 5 12/09/2011 10 3.24 1,177,500 -15,000

Great Panther Silver Limited Common Shares Archer, Robert Alexander 4, 5 12/09/2011 10 3.26 1,171,500 -6,000

Great Panther Silver Limited Common Shares Archer, Robert Alexander 4, 5 12/09/2011 10 3.27 1,167,500 -4,000

Great Panther Silver Limited Common Shares Archer, Robert Alexander 4, 5 12/09/2011 10 3.28 1,152,600 -14,900

Great Panther Silver Limited Common Shares Archer, Robert Alexander 4, 5 12/09/2011 10 3.285 1,152,500 -100

Great Panther Silver Limited Common Shares Archer, Robert Alexander 4, 5 12/09/2011 10 3.33 1,142,500 -10,000

Great Panther Silver Limited Common Shares Archer, Robert Alexander 4, 5 13/09/2011 10 3.3 1,122,500 -20,000

Great Panther Silver Limited Common Shares Archer, Robert Alexander 4, 5 13/09/2011 10 3.31 1,115,500 -7,000

Great Panther Silver Limited Common Shares Archer, Robert Alexander 4, 5 13/09/2011 10 3.32 1,106,300 -9,200

Great Panther Silver Limited Common Shares Archer, Robert Alexander 4, 5 13/09/2011 10 3.33 1,091,300 -15,000

Great Panther Silver Limited Common Shares Archer, Robert Alexander 4, 5 14/09/2011 10 3.3 1,081,300 -10,000

Greenfield Financial Group Common Shares Ward, G. Kingsley 4 13/09/2011 11 201,954 201,954 Inc. Greenfield Financial Group Common Shares Ward, G. Kingsley 4 14/09/2011 10 1.6 90,554 -111,400 Inc. Greenfield Financial Group Common Shares Ward, G. Kingsley 4 14/09/2011 10 1.6 0 -90,554 Inc. Greenfield Financial Group Common Shares Ward, G. Kingsley 4 09/09/2011 10 1.6 0 -121,565 Inc. Greenfield Financial Group Common Shares Ward, J. R. Kingsley 4, 6, 5 13/09/2011 11 0 -201,954 Inc. Greenfield Financial Group Common Shares Ward, J. R. Kingsley 4, 6, 5 09/09/2011 10 1.6 749,868 121,565 Inc. Greenfield Financial Group Common Shares Ward, J. R. Kingsley 4, 6, 5 14/09/2011 10 1.6 861,268 111,400 Inc. Greenfield Financial Group Common Shares Ward, J. R. Kingsley 4, 6, 5 14/09/2011 10 1.6 951,822 90,554 Inc. Greenfields Petroleum Common Shares - New Curzadd, Allen Wayne 5 12/09/2011 10 8 88,568 -3,700 Corporation Greenfields Petroleum Common Shares - New Harkins, John Wilfrid Hugh 4, 5 14/09/2011 10 8.062 948,417 -10,000 Corporation Greenfields Petroleum Common Shares - New Harkins, John Wilfrid Hugh 4, 5 14/09/2011 10 8 938,417 -10,000 Corporation Greenock Resources Inc. Warrants Inwentash, Sheldon 3, 6 30/04/2010 00 (formerly Simberi Mining Corporation) Greenock Resources Inc. Warrants Inwentash, Sheldon 3, 6 30/04/2010 00 (formerly Simberi Mining Corporation) Greenock Resources Inc. Warrants Inwentash, Sheldon 3, 6 30/04/2010 00 283,333 (formerly Simberi Mining Corporation) Greenock Resources Inc. Warrants Pinetree Capital Ltd. 3 30/04/2010 00 (formerly Simberi Mining Corporation) Greenock Resources Inc. Warrants Pinetree Capital Ltd. 3 30/04/2010 00 (formerly Simberi Mining Corporation) Greenock Resources Inc. Warrants Pinetree Capital Ltd. 3 30/04/2010 00 283,333 (formerly Simberi Mining Corporation) Greenscape Capital Group Common Shares Scharfe, Bradley Nixon 3 13/09/2011 10 0.165 1,653,276 1,000 Inc. Greenscape Capital Group Common Shares Scharfe, Bradley Nixon 3 13/09/2011 10 0.18 1,658,276 5,000 Inc. Greenscape Capital Group Common Shares Scharfe, Bradley Nixon 3 13/09/2011 10 0.165 1,659,276 1,000 Inc. Greenscape Capital Group Common Shares Scharfe, Bradley Nixon 3 13/09/2011 10 0.165 1,690,276 31,000 Inc.

September 23, 2011 (2011) 34 OSCB 9877

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Greenscape Capital Group Common Shares Scharfe, Bradley Nixon 3 14/09/2011 10 0.175 1,691,776 1,500 Inc. Greenscape Capital Group Common Shares Scharfe, Bradley Nixon 3 15/09/2011 10 0.2 1,698,776 7,000 Inc. Greenscape Capital Group Common Shares Scharfe, Bradley Nixon 3 13/09/2011 10 0.18 5,644,458 500 Inc. Greenscape Capital Group Common Shares Scharfe, Bradley Nixon 3 13/09/2011 10 0.19 5,648,958 4,500 Inc. Greenscape Capital Group Common Shares Scharfe, Bradley Nixon 3 15/09/2011 10 0.175 5,653,958 5,000 Inc. Greenscape Capital Group Common Shares Scharfe, Bradley Nixon 3 15/09/2011 10 0.2 5,663,958 10,000 Inc. Greenscape Capital Group Common Shares Scharfe, Bradley Nixon 3 15/09/2011 10 0.175 5,673,958 10,000 Inc. Greenscape Capital Group Common Shares Scharfe, Bradley Nixon 3 15/09/2011 10 0.185 5,674,958 1,000 Inc. Greenscape Capital Group Common Shares Scharfe, Bradley Nixon 3 15/09/2011 10 0.19 5,678,958 4,000 Inc. Greenscape Capital Group Common Shares Scharfe, Bradley Nixon 3 16/09/2011 10 0.215 5,691,958 13,000 Inc. Greenscape Capital Group Common Shares Scharfe, Bradley Nixon 3 16/09/2011 10 0.215 5,701,958 10,000 Inc. Greenscape Capital Group Common Shares Slusarchuk, Bryan James 4 09/09/2011 10 0.185 1,905,492 1,000 Inc. Rees Greenscape Capital Group Common Shares Slusarchuk, Bryan James 4 09/09/2011 10 0.1875 1,907,492 2,000 Inc. Rees Greenscape Capital Group Common Shares Slusarchuk, Bryan James 4 09/09/2011 10 0.1857 1,914,492 7,000 Inc. Rees Greenscape Capital Group Common Shares Slusarchuk, Bryan James 4 09/09/2011 10 0.19 1,924,492 10,000 Inc. Rees Groupworks Financial Corp. Common Shares Goldberg, Laurie Marc 3, 4, 5 13/09/2011 10 0.28 4,022,747 16,500

Gryphon Gold Corporation Options Jones, Steven K 5 08/09/2011 00 200,000 Halo Resources Ltd. Warrants Pinetree Capital Ltd. 3 29/06/2011 55 1,700,000 -200,000 Harvest Canadian Income & Trust Units Harvest Canadian Income 1 13/09/2011 10 300 300 Growth Fund & Growth Fund Harvest Canadian Income & Trust Units Harvest Canadian Income 1 13/09/2011 38 0 -300 Growth Fund & Growth Fund Harvest Canadian Income & Trust Units Harvest Canadian Income 1 14/09/2011 10 3,700 3,700 Growth Fund & Growth Fund Harvest Canadian Income & Trust Units Harvest Canadian Income 1 14/09/2011 38 0 -3,700 Growth Fund & Growth Fund Hawkstone Energy Corp. Common Shares Edgar, Garth William 4, 5 08/09/2011 10 0.08 110,000 12,000 Hawkstone Energy Corp. Common Shares Edgar, Garth William 4, 5 13/09/2011 10 0.065 120,000 10,000 Heatherdale Resources Ltd. Common Shares Copeland, David James 4, 5 23/03/2010 11 -789,622

Heatherdale Resources Ltd. Common Shares Copeland, David James 4, 5 23/03/2010 11 -789,622

Heatherdale Resources Ltd. Common Shares Copeland, David James 4, 5 25/06/2010 11 -1,428,418

Heatherdale Resources Ltd. Common Shares Copeland, David James 4, 5 25/06/2010 11 -319,397

Heatherdale Resources Ltd. Common Shares Copeland, David James 4, 5 25/06/2010 11 -319,399

High Desert Gold Common Shares Fitch, Ralph Gordon 4, 5 14/09/2011 10 0.28 1,995,000 40,000 Corporation High Liner Foods Non-Voting Shares High Liner Foods 1 09/09/2011 38 13.38 800 800 Incorporated Incorporated High Liner Foods Non-Voting Shares High Liner Foods 1 09/09/2011 38 0 -800 Incorporated Incorporated High Liner Foods Non-Voting Shares High Liner Foods 1 12/09/2011 38 12.91 1,000 1,000 Incorporated Incorporated High Liner Foods Non-Voting Shares High Liner Foods 1 12/09/2011 38 0 -1,000 Incorporated Incorporated Hillcrest Resources Ltd. Common Shares Currie, Donald James 4, 5 07/09/2011 10 0.18 721,000 10,000 Hillcrest Resources Ltd. Common Shares Currie, Donald James 4, 5 07/09/2011 10 0.185 726,000 5,000 Homburg Canada Real Trust Units Homburg, Richard 3 09/09/2011 90 0 -11,813,866 Estate Investment Trust Homburg Canada Real Trust Units Prentice, Karen A. 4 13/09/2011 15 11.5 5,100 2,600 Estate Investment Trust Home Capital Group Inc. Common Shares Ahlvik, Christer 5 02/09/2011 35 48.37 4,185 17

September 23, 2011 (2011) 34 OSCB 9878

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Home Capital Group Inc. Common Shares Copperthwaite, Stephen 5 02/09/2011 30 48.417 5,957 20 Home Capital Group Inc. Common Shares Copperthwaite, Stephen 5 02/09/2011 35 48.37 5,969 12 Home Capital Group Inc. Common Shares Copperthwaite, Stephen 5 02/09/2011 30 48.417 84 5 Home Capital Group Inc. Common Shares Decina, Pino 5 02/09/2011 30 48.417 483 2 Home Capital Group Inc. Common Shares Decina, Pino 5 02/09/2011 35 48.37 486 3 Home Capital Group Inc. Common Shares Decina, Pino 5 02/09/2011 30 48.417 213 1 Home Capital Group Inc. Common Shares Mosko, Brian Robert 5 02/09/2011 30 48.417 1,993 49 Home Capital Group Inc. Common Shares Mosko, Brian Robert 5 02/09/2011 35 48.37 2,001 8 Home Capital Group Inc. Common Shares Reid, Martin 5 02/09/2011 30 48.417 4,132 51 Home Capital Group Inc. Common Shares Reid, Martin 5 02/09/2011 35 48.37 4,149 17 Home Capital Group Inc. Common Shares Soloway, Gerald M. 4, 5 02/09/2011 30 48.417 294,281 66 Home Capital Group Inc. Common Shares Soloway, Gerald M. 4, 5 02/09/2011 35 48.37 294,396 115 Huntingdon Real Estate Units Fried, Albert 3 02/09/2011 37 -22,000 Investment Trust Huntingdon Real Estate Units Fried, Albert 3 02/09/2011 37 1,399,026 -19,535 Investment Trust Huntingdon Real Estate Units Fried, Albert 3 13/09/2011 11 6.85 1,338,126 -60,900 Investment Trust Hy Lake Gold Inc. Common Shares Consolidated International 3 09/09/2011 10 0.25 480,000 -75,000 Investment Holdings Inc.

Hy Lake Gold Inc. Common Shares Consolidated International 3 12/09/2011 10 0.24 452,000 -28,000 Investment Holdings Inc.

Hy Lake Gold Inc. Common Shares Consolidated International 3 13/09/2011 10 0.24 402,000 -50,000 Investment Holdings Inc.

IAMGOLD Corporation Options Donnelly, Michael 5 08/09/2011 51 6.4 271,316 10,000 IAMGOLD Corporation Options Donnelly, Michael 5 08/09/2011 51 6.4 261,316 -10,000 IGM Financial Inc. Common Shares Merchand, Edward 7 12/09/2011 51 19.834 18,755 1,000 IGM Financial Inc. Common Shares Merchand, Edward 7 12/09/2011 51 43.07 17,755 -1,000 IGM Financial Inc. Common Shares Merchand, Edward 7 12/09/2011 51 19.834 17,855 100 IGM Financial Inc. Common Shares Merchand, Edward 7 12/09/2011 51 43.06 17,755 -100 IGM Financial Inc. Common Shares Merchand, Edward 7 12/09/2011 51 19.834 17,855 100 IGM Financial Inc. Common Shares Merchand, Edward 7 12/09/2011 51 43.04 17,755 -100 IGM Financial Inc. Common Shares Merchand, Edward 7 12/09/2011 51 19.834 17,908 153 IGM Financial Inc. Common Shares Merchand, Edward 7 12/09/2011 51 43.03 17,755 -153 IGM Financial Inc. Common Shares Merchand, Edward 7 12/09/2011 51 19.834 18,355 600 IGM Financial Inc. Common Shares Merchand, Edward 7 12/09/2011 51 43.02 17,755 -600 IGM Financial Inc. Common Shares Merchand, Edward 7 12/09/2011 51 19.834 18,555 800 IGM Financial Inc. Common Shares Merchand, Edward 7 12/09/2011 51 43 17,755 -800 IGM Financial Inc. Common Shares Merchand, Edward 7 12/09/2011 51 19.834 17,855 100 IGM Financial Inc. Common Shares Merchand, Edward 7 12/09/2011 51 42.98 17,755 -100 IGM Financial Inc. Common Shares Merchand, Edward 7 12/09/2011 51 19.834 18,455 700 IGM Financial Inc. Common Shares Merchand, Edward 7 12/09/2011 51 42.916 17,755 -700 IGM Financial Inc. Common Shares Merchand, Edward 7 12/09/2011 51 19.834 17,847 92 IGM Financial Inc. Common Shares Merchand, Edward 7 12/09/2011 51 42.91 17,755 -92 IGM Financial Inc. Options Merchand, Edward 7 12/09/2011 51 19.834 92,620 -1,000 IGM Financial Inc. Options Merchand, Edward 7 12/09/2011 51 19.834 92,520 -100 IGM Financial Inc. Options Merchand, Edward 7 12/09/2011 51 19.834 92,420 -100 IGM Financial Inc. Options Merchand, Edward 7 12/09/2011 51 19.834 92,267 -153 IGM Financial Inc. Options Merchand, Edward 7 12/09/2011 51 19.834 91,667 -600 IGM Financial Inc. Options Merchand, Edward 7 12/09/2011 51 19.834 90,867 -800 IGM Financial Inc. Options Merchand, Edward 7 12/09/2011 51 19.834 90,767 -100 IGM Financial Inc. Options Merchand, Edward 7 12/09/2011 51 19.834 90,067 -700 IGM Financial Inc. Options Merchand, Edward 7 12/09/2011 51 19.834 89,975 -92 IGM Financial Inc. Options Merchand, Edward 7 15/09/2011 51 19.834 84,975 -5,000 IGM Financial Inc. Common Shares Murdoch, Robert Charles 5 15/09/2011 30 43.68 95 -420 Immunotec Inc. (formerly Options Régime d'options Henry, Robert 4 08/09/2011 50 0.24 500,000 Magistral Biotech Inc.) Immunotec Inc. (formerly Options Régime d'options Henry, Robert 4 08/09/2011 50 0.24 775,000 500,000 Magistral Biotech Inc.) Immunotec Inc. (formerly Options Régime d'options Orr, Charles Lee 4 08/09/2011 50 0.24 25,000 Magistral Biotech Inc.) Immunotec Inc. (formerly Options Régime d'options Orr, Charles Lee 4 08/09/2011 50 0.24 100,000 25,000 Magistral Biotech Inc.) Imperial Oil Limited Common Shares Olsen, Robert Courtney 4 14/09/2011 10 37.8 20,000 2,000 Inca One Metals Corp. Common Shares Kelly, Edward John 4 14/09/2011 10 0.34 1,371,511 10,500 Inca One Metals Corp. Common Shares Kelly, Edward John 4 14/09/2011 10 0.35 1,372,011 500 INDEXPLUS Dividend Fund Trust Units Indexplus Dividend Fund 1 09/09/2011 38 10.87 374,900 9,600

INDEXPLUS Dividend Fund Trust Units Indexplus Dividend Fund 1 12/09/2011 38 10.78 379,400 4,500

September 23, 2011 (2011) 34 OSCB 9879

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed INDEXPLUS Dividend Fund Trust Units Indexplus Dividend Fund 1 13/09/2011 38 10.94 391,300 11,900

INDEXPLUS Dividend Fund Trust Units Indexplus Dividend Fund 1 14/09/2011 38 10.43 399,200 7,900

INDEXPLUS Dividend Fund Trust Units Indexplus Dividend Fund 1 15/09/2011 38 10.4 401,300 2,100

Indexplus Income Fund Trust Units IndexPlus Income Fund 1 09/09/2011 38 12.2 29,643,853 600 Indexplus Income Fund Trust Units IndexPlus Income Fund 1 12/09/2011 38 12.01 29,646,953 3,100 Indexplus Income Fund Trust Units IndexPlus Income Fund 1 14/09/2011 38 11.93 29,648,153 1,200 Industrial Alliance Insurance Common Shares Brodeur, Pierre 4 13/09/2011 10 32.327 30,500 2,000 and Financial Services inc.

Industrial Alliance Insurance Common Shares Parent, Jacques 5 12/09/2011 51 22.81 8,700 5,000 and Financial Services inc.

Industrial Alliance Insurance Common Shares Parent, Jacques 5 12/09/2011 10 32.5 3,700 -5,000 and Financial Services inc.

Industrial Alliance Insurance Common Shares Parent, Jacques 5 13/09/2011 51 22.81 6,000 2,300 and Financial Services inc.

Industrial Alliance Insurance Common Shares Parent, Jacques 5 13/09/2011 10 32.25 3,700 -2,300 and Financial Services inc.

Industrial Alliance Insurance Common Shares Parent, Jacques 5 13/09/2011 51 22.81 4,200 500 and Financial Services inc.

Industrial Alliance Insurance Common Shares Parent, Jacques 5 13/09/2011 10 31.97 3,700 -500 and Financial Services inc.

Industrial Alliance Insurance Common Shares Parent, Jacques 5 13/09/2011 51 22.81 3,900 200 and Financial Services inc.

Industrial Alliance Insurance Common Shares Parent, Jacques 5 13/09/2011 10 31.91 3,700 -200 and Financial Services inc.

Industrial Alliance Insurance Options Parent, Jacques 5 12/09/2011 51 22.81 122,000 -5,000 and Financial Services inc.

Industrial Alliance Insurance Options Parent, Jacques 5 13/09/2011 51 22.81 119,700 -2,300 and Financial Services inc.

Industrial Alliance Insurance Options Parent, Jacques 5 13/09/2011 51 22.81 119,200 -500 and Financial Services inc.

Industrial Alliance Insurance Options Parent, Jacques 5 13/09/2011 51 22.81 119,000 -200 and Financial Services inc.

Industrial Alliance Insurance Common Shares Stickney, Michael Lee 5 12/09/2011 51 22.81 9,250 4,000 and Financial Services inc.

Industrial Alliance Insurance Common Shares Stickney, Michael Lee 5 12/09/2011 10 31.98 5,250 -4,000 and Financial Services inc.

Industrial Alliance Insurance Common Shares Stickney, Michael Lee 5 12/09/2011 51 22.81 9,250 4,000 and Financial Services inc.

Industrial Alliance Insurance Common Shares Stickney, Michael Lee 5 12/09/2011 10 31.952 5,250 -4,000 and Financial Services inc.

Industrial Alliance Insurance Common Shares Stickney, Michael Lee 5 13/09/2011 51 22.81 7,250 2,000 and Financial Services inc.

Industrial Alliance Insurance Common Shares Stickney, Michael Lee 5 13/09/2011 10 31.962 5,250 -2,000 and Financial Services inc.

Industrial Alliance Insurance Common Shares Stickney, Michael Lee 5 13/09/2011 51 22.81 7,250 2,000 and Financial Services inc.

Industrial Alliance Insurance Common Shares Stickney, Michael Lee 5 13/09/2011 10 32.381 5,250 -2,000 and Financial Services inc.

September 23, 2011 (2011) 34 OSCB 9880

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Industrial Alliance Insurance Common Shares Stickney, Michael Lee 5 14/09/2011 51 22.81 7,250 2,000 and Financial Services inc.

Industrial Alliance Insurance Common Shares Stickney, Michael Lee 5 14/09/2011 10 31.5 5,250 -2,000 and Financial Services inc.

Industrial Alliance Insurance Common Shares Stickney, Michael Lee 5 15/09/2011 51 22.81 7,250 2,000 and Financial Services inc.

Industrial Alliance Insurance Common Shares Stickney, Michael Lee 5 15/09/2011 10 31.756 5,250 -2,000 and Financial Services inc.

Industrial Alliance Insurance Options Stickney, Michael Lee 5 12/09/2011 51 22.81 239,000 -4,000 and Financial Services inc.

Industrial Alliance Insurance Options Stickney, Michael Lee 5 12/09/2011 51 22.81 235,000 -4,000 and Financial Services inc.

Industrial Alliance Insurance Options Stickney, Michael Lee 5 13/09/2011 51 22.81 233,000 -2,000 and Financial Services inc.

Industrial Alliance Insurance Options Stickney, Michael Lee 5 13/09/2011 51 22.81 231,000 -2,000 and Financial Services inc.

Industrial Alliance Insurance Options Stickney, Michael Lee 5 14/09/2011 51 22.81 229,000 -2,000 and Financial Services inc.

Industrial Alliance Insurance Options Stickney, Michael Lee 5 15/09/2011 51 22.81 227,000 -2,000 and Financial Services inc.

Inmet Mining Corporation Common Shares Mast, Ernie 5 13/09/2011 10 60.29 1,400 400 InnVest Operations Trust Trust Units Non-Voting Mangalji, Fereed Sadrudin 7 15/09/2011 10 4.3 1,107,138 10,548 (Traded as Stapled Units)

InnVest Operations Trust Trust Units Non-Voting Mangalji, Majid 7 15/09/2011 10 4.3 1,107,138 10,548 (Traded as Stapled Units)

InnVest Real Estate Trust Units (Traded as Mangalji, Fereed Sadrudin 4 15/09/2011 10 4.3 1,107,138 10,548 Investment Trust Stapled Units) InnVest Real Estate Trust Units (Traded as Mangalji, Majid 5 15/09/2011 10 4.3 1,107,138 10,548 Investment Trust Stapled Units) INTEGRATED ASSET Common Shares Atkins, David Hedley 4 17/01/2006 00 MANAGEMENT CORP. INTEGRATED ASSET Common Shares Atkins, David Hedley 4 13/09/2011 90 0.81 64,000 64,000 MANAGEMENT CORP. INTEGRATED ASSET Common Shares Atkins, David Hedley 4 13/09/2011 90 0.81 64,000 MANAGEMENT CORP. INTEGRATED ASSET Common Shares Atkins, David Hedley 4 13/09/2011 90 0.81 64,000 MANAGEMENT CORP. INTEGRATED ASSET Common Shares Atkins, David Hedley 4 13/09/2011 90 0.81 23,000 -64,000 MANAGEMENT CORP. INTELLIPHARMACEUTICS Common Shares Madhani, Bahadur 4 10/08/2010 10 707 INTERNATIONAL INC. INTELLIPHARMACEUTICS Common Shares Madhani, Bahadur 4 10/08/2010 10 2.45 707 707 INTERNATIONAL INC. INTELLIPHARMACEUTICS Common Shares Madhani, Bahadur 4 02/02/2011 10 1,000 INTERNATIONAL INC. INTELLIPHARMACEUTICS Common Shares Madhani, Bahadur 4 02/02/2011 10 4.2 1,707 1,000 INTERNATIONAL INC. INTELLIPHARMACEUTICS Common Shares Madhani, Bahadur 4 19/04/2011 10 200 INTERNATIONAL INC. INTELLIPHARMACEUTICS Common Shares Madhani, Bahadur 4 19/04/2011 10 2.85 1,907 200 INTERNATIONAL INC. INTELLIPHARMACEUTICS Common Shares Madhani, Bahadur 4 21/04/2011 10 600 INTERNATIONAL INC. INTELLIPHARMACEUTICS Common Shares Madhani, Bahadur 4 21/04/2011 10 3 2,507 600 INTERNATIONAL INC. INTELLIPHARMACEUTICS Common Shares Madhani, Bahadur 4 10/05/2011 10 500 INTERNATIONAL INC. INTELLIPHARMACEUTICS Common Shares Madhani, Bahadur 4 10/05/2011 10 3.966 3,007 500 INTERNATIONAL INC. Intermap Technologies Options Burditt, Benjamin 4 03/08/2011 00 Corporation

September 23, 2011 (2011) 34 OSCB 9881

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Intermap Technologies Options Burditt, Benjamin 4 17/08/2011 50 0.33 100,000 100,000 Corporation Intermap Technologies Options Curlander, John Charles 4 09/08/2011 00 Corporation Intermap Technologies Options Curlander, John Charles 4 17/08/2011 50 0.33 100,000 100,000 Corporation International Datacasting Common Shares Little, David Presgrave 4 13/09/2011 10 0.33 67,845 5,045 Corporation International Forest Products Subordinate Voting Whitehead, Douglas 4 12/09/2011 10 4.15 17,000 4,000 Limited Shares Class A William Geoffrey International Tower Hill Common Shares VAN ALPHEN, HENDRIK 8, 4, 6, 5 07/09/2011 10 7.95 573,250 -5,000 Mines Ltd. International Tower Hill Common Shares VAN ALPHEN, HENDRIK 8, 4, 6, 5 07/09/2011 10 8.08 573,030 -220 Mines Ltd. International Tower Hill Common Shares VAN ALPHEN, HENDRIK 8, 4, 6, 5 08/09/2011 10 8 568,250 -4,780 Mines Ltd. International Tower Hill Common Shares VAN ALPHEN, HENDRIK 8, 4, 6, 5 08/09/2011 10 8.16 565,250 -3,000 Mines Ltd. International Tower Hill Common Shares VAN ALPHEN, HENDRIK 8, 4, 6, 5 08/09/2011 10 8 563,227 -2,023 Mines Ltd. International Tower Hill Common Shares VAN ALPHEN, HENDRIK 8, 4, 6, 5 08/09/2011 10 7.98 559,227 -4,000 Mines Ltd. International Tower Hill Common Shares Yip, Tom 5 07/09/2011 00 Mines Ltd. International Tower Hill Options Yip, Tom 5 07/09/2011 00 600,000 Mines Ltd. International Tower Hill Warrants Yip, Tom 5 07/09/2011 00 Mines Ltd. Intrepid Mines Limited Ordinary Shares Curtis, Laurence Wilson 4 14/09/2011 97 1.4068 127,602 1,933 Intrepid Mines Limited Ordinary Shares Jackson, Colin George 4 14/09/2011 97 146,412 3,651 Intrepid Mines Limited Ordinary Shares McDonald, Robert John 4 14/09/2011 97 78,718 1,582 Intrepid Mines Limited Ordinary Shares McMaster, Ian Melville 4 14/09/2011 97 534,850 2,372 Intrepid Mines Limited Ordinary Shares Roberts, Alan Norman 4 14/09/2011 97 62,707 2,665 Intrepid Mines Limited Options Skerrett, Kathleen Elizabeth 7, 5 09/09/2011 51 80,000 -45,000

Intrepid Mines Limited Ordinary Shares Skerrett, Kathleen Elizabeth 7, 5 09/09/2011 51 1.05 75,000 45,000

Intrepid Mines Limited Ordinary Shares Skerrett, Kathleen Elizabeth 7, 5 09/09/2011 10 1.37 45,000 -30,000

Intrepid Mines Limited Ordinary Shares Skerrett, Kathleen Elizabeth 7, 5 09/09/2011 10 1.38 30,000 -15,000

Intrinsyc Software Common Shares REES, Tracy Adrian 5 13/09/2011 10 0.0912 840,000 30,000 International, Inc. IROC Energy Services Corp. Common Shares IROC Energy Services 1 06/09/2011 38 1.7 105,000 40,000 Corp. IROC Energy Services Corp. Common Shares Troob Capital Management 3 12/09/2011 10 1.7797 3,224,068 18,580 LLC IROC Energy Services Corp. Common Shares Troob Capital Management 3 13/09/2011 10 1.78 3,228,473 4,405 LLC IROC Energy Services Corp. Common Shares Troob Capital Management 3 14/09/2011 10 1.8072 3,310,463 81,990 LLC IROC Energy Services Corp. Common Shares Troob Capital Management 3 14/09/2011 10 1.8 3,185,528 -124,935 LLC IROC Energy Services Corp. Common Shares Troob Capital Management 3 15/09/2011 10 1.9351 3,205,728 20,200 LLC IROC Energy Services Corp. Common Shares Troob Capital Management 3 16/09/2011 10 1.9 3,161,728 -44,000 LLC IROC Energy Services Corp. Common Shares Troob Capital Management 3 16/09/2011 10 1.9165 3,176,658 14,930 LLC IROC Energy Services Corp. Common Shares Troob Capital Management 3 12/09/2011 10 1.7797 1,134,090 6,400 LLC IROC Energy Services Corp. Common Shares Troob Capital Management 3 13/09/2011 10 1.78 1,135,600 1,510 LLC IROC Energy Services Corp. Common Shares Troob Capital Management 3 14/09/2011 10 1.8072 1,163,840 28,240 LLC IROC Energy Services Corp. Common Shares Troob Capital Management 3 14/09/2011 10 1.8 1,120,990 -42,850 LLC IROC Energy Services Corp. Common Shares Troob Capital Management 3 15/09/2011 10 1.9351 1,127,890 6,900 LLC IROC Energy Services Corp. Common Shares Troob Capital Management 3 16/09/2011 10 1.9 1,112,780 -15,110 LLC IROC Energy Services Corp. Common Shares Troob Capital Management 3 16/09/2011 10 1.9165 1,117,920 5,140 LLC

September 23, 2011 (2011) 34 OSCB 9882

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed IROC Energy Services Corp. Common Shares Troob Capital Management 3 12/09/2011 10 1.7797 3,013,895 17,320 LLC IROC Energy Services Corp. Common Shares Troob Capital Management 3 13/09/2011 10 1.78 3,017,980 4,085 LLC IROC Energy Services Corp. Common Shares Troob Capital Management 3 14/09/2011 10 1.8072 3,094,650 76,670 LLC IROC Energy Services Corp. Common Shares Troob Capital Management 3 14/09/2011 10 1.8 2,978,835 -115,815 LLC IROC Energy Services Corp. Common Shares Troob Capital Management 3 15/09/2011 10 1.9351 2,997,235 18,400 LLC IROC Energy Services Corp. Common Shares Troob Capital Management 3 16/09/2011 10 1.9 2,956,345 -40,890 LLC IROC Energy Services Corp. Common Shares Troob Capital Management 3 16/09/2011 10 1.9165 2,970,275 13,930 LLC Iron Creek Capital Corp. Common Shares Beale, Timothy J. 5 14/09/2011 10 0.48 180,000 Iron Creek Capital Corp. Common Shares Beale, Timothy J. 5 14/09/2011 16 0.48 333,000 180,000 Ivanhoe Mines Ltd. Common Shares Korbin, David 4 09/09/2011 51 13.35 30,000 15,000 Ivanhoe Mines Ltd. Common Shares Korbin, David 4 09/09/2011 10 21.48 28,200 -1,800 Ivanhoe Mines Ltd. Common Shares Korbin, David 4 09/09/2011 10 21.484 27,800 -400 Ivanhoe Mines Ltd. Common Shares Korbin, David 4 09/09/2011 10 21.486 23,300 -4,500 Ivanhoe Mines Ltd. Common Shares Korbin, David 4 09/09/2011 10 21.49 23,000 -300 Ivanhoe Mines Ltd. Common Shares Korbin, David 4 09/09/2011 10 21.49 21,900 -1,100 Ivanhoe Mines Ltd. Common Shares Korbin, David 4 09/09/2011 10 21.494 15,200 -6,700 Ivanhoe Mines Ltd. Common Shares Korbin, David 4 09/09/2011 10 21.5 15,000 -200 Ivanhoe Mines Ltd. Options Korbin, David 4 09/09/2011 51 13.35 100,401 -15,000 Jadela Oil Corp. Common Shares Aldridge, Randolph 4 13/09/2011 16 100,000 50,000 Jadela Oil Corp. Warrants Aldridge, Randolph 4 13/09/2011 16 100,000 50,000 Jadela Oil Corp. Common Shares Leia, Gregory 4, 5 09/08/2011 10 480,000 6,000 Jadela Oil Corp. Common Shares Leia, Gregory 4, 5 12/09/2011 10 469,000 2,000 Jadela Oil Corp. Common Shares Leia, Gregory 4, 5 12/09/2011 10 470,000 1,000 Jadela Oil Corp. Common Shares Leia, Gregory 4, 5 13/09/2011 10 473,000 3,000 Jadela Oil Corp. Common Shares Leia, Gregory 4, 5 13/09/2011 16 573,000 100,000 Jadela Oil Corp. Common Shares Leia, Gregory 4, 5 14/09/2011 10 576,000 3,000 Jadela Oil Corp. Warrants Leia, Gregory 4, 5 13/09/2011 16 500,000 100,000 Jadela Oil Corp. Common Shares Ross, James Henry 4 15/09/2011 10 1.067 408,043 -20,000 Jadela Oil Corp. Common Shares Vinck, Dwayne Albert 4, 5 13/09/2011 11 1 120,110 10,000 Jadela Oil Corp. Warrants Vinck, Dwayne Albert 4, 5 13/09/2011 11 1.5 50,000 10,000 Jaguar Financial Corporation Common Shares Jaguar Financial 1 09/09/2011 38 0 -34,500 Corporation Jovian Capital Corporation Common Shares Armstrong, Philip 4, 7, 5 15/09/2011 10 11 277,474 3,700

Jovian Capital Corporation Common Shares Armstrong, Philip 4, 7, 5 15/09/2011 10 10.99 277,574 100

Jovian Capital Corporation Common Shares Employee Share Purchase 1 09/09/2011 30 11.11 36,516 85 Plan Just Energy Group Inc. Rights 2010 Restricted SILVER, MARK 5 15/09/2011 56 191,233 12,819 Share Grant Plan Karmin Exploration Inc. Common Shares BRACE, DAVID WALLACE 4, 5 09/09/2011 11 0.4 250,000 250,000

Karmin Exploration Inc. Options BRACE, DAVID WALLACE 4, 5 02/09/2011 00

Karmin Exploration Inc. Options BRACE, DAVID WALLACE 4, 5 09/09/2011 50 0.4 1,000,000 1,000,000

Karmin Exploration Inc. Options Ciccarelli, Larry 6 27/06/1998 00 Karmin Exploration Inc. Options Ciccarelli, Larry 6 09/09/2011 50 0.4 500,000 500,000 Karmin Exploration Inc. Common Shares Faucher, Richard Regis 4 09/09/2011 00 Karmin Exploration Inc. Common Shares Faucher, Richard Regis 4 09/09/2011 11 0.4 50,000 50,000 Karmin Exploration Inc. Options Faucher, Richard Regis 4 09/09/2011 00 Karmin Exploration Inc. Options Faucher, Richard Regis 4 09/09/2011 50 0.4 200,000 200,000 Keyera Corp. Common Shares Balzun, Graham Charles 5 12/09/2011 10 45.16 15,265 -100 Keyera Corp. Common Shares Balzun, Graham Charles 5 12/09/2011 10 45.11 15,165 -100 Keyera Corp. Common Shares Balzun, Graham Charles 5 12/09/2011 10 45.16 15,065 -100 Keyera Corp. Common Shares Balzun, Graham Charles 5 12/09/2011 10 45.15 14,965 -100 Keyera Corp. Common Shares Balzun, Graham Charles 5 12/09/2011 10 45.15 14,865 -100 Keyera Corp. Common Shares Balzun, Graham Charles 5 12/09/2011 10 45.15 14,765 -100 Keyera Corp. Common Shares Balzun, Graham Charles 5 12/09/2011 10 45.15 14,365 -400 Keyera Corp. Common Shares Balzun, Graham Charles 5 12/09/2011 10 45.11 13,665 -700 Keyera Corp. Common Shares Balzun, Graham Charles 5 12/09/2011 10 45.15 13,565 -100 Keyera Corp. Common Shares Balzun, Graham Charles 5 12/09/2011 10 45.16 13,365 -200 Keyera Corp. Common Shares Freeman, Michael Andrew 5 06/09/2011 10 46.61 23,739 -100 Keyera Corp. Common Shares Freeman, Michael Andrew 5 06/09/2011 10 45.628 21,739 -2,000 Killam Properties Inc. Common Shares Foster, Keith Edward 5 09/09/2011 51 5.32 6,000 6,000 Killam Properties Inc. Common Shares Foster, Keith Edward 5 09/09/2011 10 10.68 2,400 -3,600 Killam Properties Inc. Common Shares Foster, Keith Edward 5 09/09/2011 10 10.65 0 -2,400

September 23, 2011 (2011) 34 OSCB 9883

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Killam Properties Inc. Options Foster, Keith Edward 5 09/09/2011 51 5.32 34,500 -6,000 Killam Properties Inc. Common Shares Fraser, Philip 4, 5 07/09/2011 10 10.6 8,000 -500 Killam Properties Inc. Common Shares Fraser, Philip 4, 5 15/09/2011 10 10.6 6,000 -2,000 Killam Properties Inc. Common Shares Richardson, Robert 4, 5 01/05/2003 00 Killam Properties Inc. Common Shares Richardson, Robert 4, 5 14/09/2011 51 9.4 1,500 1,500 Killam Properties Inc. Common Shares Richardson, Robert 4, 5 14/09/2011 10 10.53 0 -1,500 Killam Properties Inc. Common Shares Richardson, Robert 4, 5 15/09/2011 51 13800 13,800 13,800 Killam Properties Inc. Common Shares Richardson, Robert 4, 5 15/09/2011 10 10.5 9,900 -3,900 Killam Properties Inc. Common Shares Richardson, Robert 4, 5 15/09/2011 10 10.56 6,900 -3,000 Killam Properties Inc. Common Shares Richardson, Robert 4, 5 15/09/2011 10 10.57 5,800 -1,100 Killam Properties Inc. Common Shares Richardson, Robert 4, 5 15/09/2011 10 10.6 5,700 -100 Killam Properties Inc. Common Shares Richardson, Robert 4, 5 15/09/2011 10 10.63 2,500 -3,200 Killam Properties Inc. Common Shares Richardson, Robert 4, 5 15/09/2011 10 10.64 200 -2,300 Killam Properties Inc. Common Shares Richardson, Robert 4, 5 15/09/2011 10 10.65 0 -200 Killam Properties Inc. Options Richardson, Robert 4, 5 14/09/2011 51 9.4 350,000 -1,500 Killam Properties Inc. Options Richardson, Robert 4, 5 15/09/2011 51 9.4 336,200 -13,800 Kinross Gold Corporation Common Shares Crossland, James 5 09/09/2011 51 13.36 57,191 13,334 Kinross Gold Corporation Common Shares Crossland, James 5 09/09/2011 10 18.05 43,857 -13,334 Kinross Gold Corporation Options Crossland, James 5 09/09/2011 51 13.36 250,083 -13,334 Kinross Gold Corporation Restricted Shares Flores Zelaya, Jose 7 13/09/2011 59 28,906 -4,314 Eduardo Kinross Gold Corporation Common Shares Masterman, Glen 5 14/09/2011 51 14.42 30,721 15,000 Kinross Gold Corporation Common Shares Masterman, Glen 5 14/09/2011 10 16.83 15,721 -15,000 Kinross Gold Corporation Options Masterman, Glen 5 14/09/2011 51 14.42 50,849 -15,000 Knick Exploration Inc. Common Shares Henriksen, Gordon Neil 4, 5 12/09/2011 10 0.15 1,142,315 3,000 Knick Exploration Inc. Common Shares Henriksen, Gordon Neil 4, 5 14/09/2011 10 0.15 1,146,315 4,000 Knick Exploration Inc. Common Shares Henriksen, Gordon Neil 4, 5 16/09/2011 10 0.15 1,154,315 8,000 Knick Exploration Inc. Common Shares Thivierge, Alain 4 12/09/2011 10 0.175 222,115 13,500 KWG Resources Inc. Common Shares Smeenk, Frank Cornelius 4 15/09/2011 11 7,472,500 -200,000 KWG Resources Inc. Warrants Smeenk, Frank Cornelius 4 15/09/2011 11 11,600,000 4,000,000 La Quinta Resources Common Shares Pinetree Capital Ltd. 3 22/03/2011 11 0.08 9,999,500 2,000,000 Corporation La Quinta Resources Warrants Pinetree Capital Ltd. 3 22/03/2011 11 0.15 3,000,000 1,000,000 Corporation Labopharm Inc. Options D'Souza, Mark 4, 5 13/09/2011 52 0.38 631,700 -110,000 Labrador Iron Mines Common Shares Cunningham, Eric Wallace 1 12/09/2011 10 7.85 5,000 5,000 Holdings Limited Lake Shore Gold Corp. Options Gagnon, Daniel Arvin 5 12/09/2011 50 2.3 420,000 120,000 Lakeside Steel Inc. (formerly Common Shares Hunter, Kenneth 5 15/09/2011 46 129,088 40,000 Added Capital Corp.)

Lakeside Steel Inc. (formerly Common Shares Roik, Christopher Meredith 7 15/09/2011 46 0.33 120,000 40,000 Added Capital Corp.)

Lanesborough Real Estate Convertible Debentures Lanesborough Real Estate 1 12/09/2011 38 69.5 $4,000 $4,000 Investment Trust Series G Investment Trust Lanesborough Real Estate Convertible Debentures Lanesborough Real Estate 1 14/09/2011 38 69.5 $8,000 $4,000 Investment Trust Series G Investment Trust Lanesborough Real Estate Convertible Debentures Lanesborough Real Estate 1 15/09/2011 38 $4,000 -$4,000 Investment Trust Series G Investment Trust Largo Resources Ltd. Common Shares brennan, mark peter 4, 5 07/09/2011 10 0.313 7,599,911 -225,000 Largo Resources Ltd. Common Shares brennan, mark peter 4, 5 08/09/2011 10 0.317 7,499,911 -100,000 Largo Resources Ltd. Common Shares brennan, mark peter 4, 5 09/09/2011 10 0.312 7,389,911 -110,000 Largo Resources Ltd. Common Shares brennan, mark peter 4, 5 13/09/2011 54 0.25 7,919,323 529,412 Largo Resources Ltd. Warrants brennan, mark peter 4, 5 13/09/2011 54 0.25 1,044,999 -529,412 Largo Resources Ltd. Common Shares Mann, Timothy 5 13/09/2011 10 0.29 308,000 -30,000 Largo Resources Ltd. Common Shares Mann, Timothy 5 14/09/2011 10 0.295 293,000 -15,000 Largo Resources Ltd. Common Shares Mann, Timothy 5 15/09/2011 54 0.25 613,234 294,117 Largo Resources Ltd. Warrants Mann, Timothy 5 15/09/2011 54 0.25 0 -294,117 Leader Energy Services Ltd. Common Shares Krueger, Jason Ralph 4, 5 16/09/2011 10 0.63 106,000 5,000 Daniel Leader Energy Services Ltd. Common Shares Krueger, Jason Ralph 4, 5 16/09/2011 10 0.61 111,000 5,000 Daniel Legend Gold Corp. Common Shares Hand, Scott McKee 4 08/09/2011 10 0.3 180,000 2,500 Legend Gold Corp. Common Shares Kovacevic, John Gianni 4 12/09/2011 10 0.35 2,574,000 44,000 Legend Gold Corp. Common Shares Kovacevic, John Gianni 4 13/09/2011 10 0.37 2,642,000 68,000 Leisureworld Senior Care Common Shares McLaughlin, John Gordon 4 13/09/2011 10 10.575 10,000 5,000 Corporation LEVON RESOURCES LTD. Common Shares Chevillon, Victor 4 16/09/2011 10 1.257 1,150,950 15,200

LEVON RESOURCES LTD. Common Shares Chevillon, Victor 4 16/09/2011 10 1.247 1,155,950 5,000

LEVON RESOURCES LTD. Common Shares Chevillon, Victor 4 16/09/2011 10 1.267 1,160,750 4,800

September 23, 2011 (2011) 34 OSCB 9884

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed LEVON RESOURCES LTD. Common Shares Robertson, Gary Ralph 4 13/09/2011 10 1.16 339,294 20,000

Linear Metals Corporation Common Shares MacEachen, Brian 5 08/09/2011 10 0.35 25,400 20,000 Lithium Americas Corp. Common Shares Inwentash, Sheldon 3 07/07/2011 10 1.63 -50,000 Lithium Americas Corp. Common Shares Inwentash, Sheldon 3 07/07/2011 10 1.63 4,925,000 50,000 Lithium One Inc. Common Shares Rowley, Martin 4 10/11/2009 00 Lithium One Inc. Common Shares Rowley, Martin 4 09/09/2011 10 0.95 15,000 15,000 Lithium One Inc. Common Shares Rowley, Martin 4 15/09/2011 10 0.95 82,000 67,000 LMS Medical Systems Inc. Options Stock Porter, Arthur T., MD 4 16/01/2006 00 LMS Medical Systems Inc. Options Stock Porter, Arthur T., MD 4 16/01/2006 00 LMS Medical Systems Inc. Options Stock Porter, Arthur T., MD 4 28/05/2008 51 2.06 25,000 LMS Medical Systems Inc. Options Stock Porter, Arthur T., MD 4 28/05/2008 50 2.06 25,000 25,000 LMS Medical Systems Inc. Units (Deferred Share Porter, Arthur T., MD 4 16/01/2006 00 Units) LMS Medical Systems Inc. Units (Deferred Share Porter, Arthur T., MD 4 16/01/2006 00 Units) LMS Medical Systems Inc. Units (Deferred Share Porter, Arthur T., MD 4 28/06/2006 99 2,731 Units) LMS Medical Systems Inc. Units (Deferred Share Porter, Arthur T., MD 4 28/06/2006 99 2,731 2,731 Units) LMS Medical Systems Inc. Units (Deferred Share Porter, Arthur T., MD 4 28/02/2007 30 1.69 10,753 Units) LMS Medical Systems Inc. Units (Deferred Share Porter, Arthur T., MD 4 28/02/2007 30 1.69 13,484 10,753 Units) LMS Medical Systems Inc. Units (Deferred Share Porter, Arthur T., MD 4 01/04/2007 30 1.19 4,727 Units) LMS Medical Systems Inc. Units (Deferred Share Porter, Arthur T., MD 4 01/04/2007 30 1.19 18,211 4,727 Units) LMS Medical Systems Inc. Units (Deferred Share Porter, Arthur T., MD 4 09/08/2007 30 -18,211 Units) LMS Medical Systems Inc. Units (Deferred Share Porter, Arthur T., MD 4 09/08/2007 30 0 -18,211 Units) LNG Energy Ltd. Options Green, Richard 4 19/05/2009 50 0.19 650,000 150,000 Logan International Inc. Common Shares Barr, David 4 24/03/2011 50 7.13 800,000 (formerly Destiny Resource Services Corp.) Logan International Inc. Common Shares Barr, David 4 24/03/2011 50 7.13 800,000 (formerly Destiny Resource Services Corp.) Logan International Inc. Common Shares Barr, David 4 13/09/2011 10 5.75 179,597 100,000 (formerly Destiny Resource Services Corp.) Logan International Inc. Options Barr, David 4 04/03/2010 00 (formerly Destiny Resource Services Corp.) Logan International Inc. Options Barr, David 4 24/03/2011 50 7.13 800,000 800,000 (formerly Destiny Resource Services Corp.) Logan International Inc. Common Shares Keister, Lawrence 5 13/09/2011 10 5.75 14,855 8,500 (formerly Destiny Resource Services Corp.) Logistec Corporation Common Shares Class A LOGISTEC 1 08/09/2011 38 21.26 100 100 CORPORATION Logistec Corporation Subordinate Voting LOGISTEC 1 08/09/2011 38 18.59 1,000 400 Shares Class B CORPORATION Long Harbour Exploration Common Shares Austin, Charles, Briggs 4 09/09/2011 10 0.14 2,015,220 500 Corp. (formerly Long Harbour Capital Corp.) Long Harbour Exploration Common Shares Lee, Geoffrey Michael 4 06/09/2011 10 0.14 1,739,000 6,000 Corp. (formerly Long Harbour Capital Corp.) Long Harbour Exploration Common Shares Lee, Geoffrey Michael 4 08/09/2011 10 0.14 1,743,000 4,000 Corp. (formerly Long Harbour Capital Corp.) Lorus Therapeutics Inc. Common Shares Wright, Jim 4 14/09/2011 10 0.295 157,159 500 Lorus Therapeutics Inc. Common Shares Wright, Jim 4 14/09/2011 10 0.3 158,259 1,100 Loyalist Group Limited Common Shares Newman, G. Michael 4 13/09/2011 10 0.09 100,000 25,000 Lucara Diamond Corp. Options Edgar, Brian Douglas 4 03/12/2010 52 1.22 400,000 -100,000 Luna Gold Corp. Common Shares MAH, GEORGE PETER 5 22/06/2011 00 11,000 Luna Gold Corp. Common Shares MAH, GEORGE PETER 5 22/06/2011 00 Luna Gold Corp. Common Shares MAH, GEORGE PETER 5 12/07/2011 10 0.59 74,000 74,000 Macusani Yellowcake Inc. Common Shares Inwentash, Sheldon 6 17/01/2011 10 1.05 6,240,000 200,000 Mad Catz Interactive Inc. Common Shares Andersen, Brian Johnny 5 14/09/2011 10 0.7191 25,000 10,000

September 23, 2011 (2011) 34 OSCB 9885

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Madison Capital Corporation Common Shares Lloyd, Thomas Edward 4 06/09/2011 00 666,660

Mag Copper Limited Common Shares Gibson, Gregory 4, 6, 5 13/09/2011 00 80,000 (formerly, Fort Chimo Minerals Inc.) Mag Copper Limited Warrants Gibson, Gregory 4, 6, 5 13/09/2011 00 40,000 (formerly, Fort Chimo Minerals Inc.) Mag Copper Limited Common Shares Irwin, Christopher 4 13/09/2011 00 1,100,000 (formerly, Fort Chimo Minerals Inc.) Mag Copper Limited Common Shares Irwin, Christopher 4 13/09/2011 00 24,000 (formerly, Fort Chimo Minerals Inc.) Mag Copper Limited Common Shares McQuire, Andrew 4, 5 14/06/2011 10 48,000 -192,000 (formerly, Fort Chimo Minerals Inc.) Mag Copper Limited Options Stock Option McQuire, Andrew 4, 5 28/10/2007 52 0 -350,000 (formerly, Fort Chimo Plan Minerals Inc.) Mag Copper Limited Options Stock Option McQuire, Andrew 4, 5 24/09/2008 50 0.1 250,000 250,000 (formerly, Fort Chimo Plan Minerals Inc.) MAG Silver Corp. Common Shares Jones, R. Michael 4 08/09/2011 10 5.36 21,000 25,000 MAG Silver Corp. Common Shares Jones, R. Michael 4 09/09/2011 10 11.31 -7,000 MAG Silver Corp. Common Shares Jones, R. Michael 4 09/09/2011 10 11.31 20,300 -700 MAG Silver Corp. Common Shares Jones, R. Michael 4 09/09/2011 10 11.3 19,300 -1,000 MAG Silver Corp. Common Shares Jones, R. Michael 4 09/09/2011 10 11.28 18,600 -700 MAG Silver Corp. Common Shares Jones, R. Michael 4 09/09/2011 10 11.27 18,500 -100 MAG Silver Corp. Common Shares Jones, R. Michael 4 09/09/2011 10 11.25 11,000 -7,500 MAG Silver Corp. Options Jones, R. Michael 4 08/09/2011 51 5.36 184,434 -25,000 Magellan Aerospace Convertible Preferred Moeller, Larry G. 4 14/09/2011 99 0 -60,714 Corporation Shares Series A Magellan Aerospace Convertible Preferred Palmer, James Simpson 4 16/09/2011 99 0 -10,000 Corporation Shares Series A Magellan Aerospace Convertible Preferred Palmer, James Simpson 4 16/09/2011 99 0 -10,000 Corporation Shares Series A MagIndustries Corp. Options 18149739 Linnell, Richard John 7 22/07/2011 51 0.24 300,000 -150,000 MagIndustries Corp. Options 18149739 Linnell, Richard John 7 22/07/2011 11 0.24 450,000 150,000 MagIndustries Corp. Options 18149739 Linnell, Richard John 7 22/07/2011 22 0.25 300,000 -150,000 MagIndustries Corp. Options 18149739 Linnell, Richard John 7 22/07/2011 52 0 -300,000 Magna International Inc. Rights Restricted Stock Demel, Herbert Hubert 5 15/09/2011 56 36.02 80,533 551 Units Magna International Inc. Units Deferred Share Eyton, J. Trevor 4 15/09/2011 56 36.82 3,514 24 Units Magna International Inc. Units Deferred Share Harris, Michael Deane 4 15/09/2011 56 36.82 107,248 723 Units Magna International Inc. Units Deferred Share Judge, Barbara Thomas 4 15/09/2011 56 36.82 28,861 195 Units Magna International Inc. Units Deferred Share Lataif, Louis Edward 4 15/09/2011 56 36.82 13,378 91 Units Magna International Inc. Units Deferred Share Lauk, Kurt 4 15/09/2011 56 36.82 716 5 Units Magna International Inc. Rights Restricted Stock Ossip, Alon Samuel 5 15/09/2011 56 36.48 13,110 27 Units Magna International Inc. Units Deferred Share Resnick, Donald 4 15/09/2011 56 36.82 16,849 114 Units Magna International Inc. Units Deferred Share Worrall, Lawrence 4 15/09/2011 56 36.82 15,523 105 Units Magna International Inc. Units Deferred Share Young, William 4 15/09/2011 56 36.82 1,661 12 Units Majescor Resources Inc. Options Abounaim, Khadija 5 09/09/2011 50 0.25 347,500 100,000 Majescor Resources Inc. Options Bernier, Marc-André 4 09/09/2011 50 0.25 365,000 200,000 Majescor Resources Inc. Options Giovinazzo, Anthony 4 25/08/2011 00 Majescor Resources Inc. Options Giovinazzo, Anthony 4 09/09/2011 50 0.25 200,000 200,000 Majescor Resources Inc. Options Hachey, Daniel Fontaine 5 09/09/2011 50 0.25 250,000 Majescor Resources Inc. Options Hachey, Daniel Fontaine 5 09/09/2011 50 0.25 2,000,000 250,000 Majescor Resources Inc. Options Trottier, Jacques 4 09/09/2011 50 0.25 300,000 100,000 Major Drilling Group Common Shares Tennant, David Buchanan 4 13/09/2011 10 11.25 129,400 5,000 International Inc. Mandalay Resources Common Shares Mills, Bradford 4, 5 12/09/2011 10 0.714 8,880,302 19,000 Corporation Mandalay Resources Common Shares Mills, Bradford 4, 5 13/09/2011 10 0.7146 8,881,302 1,000 Corporation

September 23, 2011 (2011) 34 OSCB 9886

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Mandalay Resources Common Shares Mills, Bradford 4, 5 14/09/2011 10 0.711 8,886,302 5,000 Corporation Mandalay Resources Options Mills, Bradford 4, 5 11/03/2011 50 0.56 4,579,086 1,750,000 Corporation Manitoba Telecom Services Common Shares Riley, Sanford 4 04/05/2011 00 Inc. Manitoba Telecom Services Common Shares Riley, Sanford 4 15/09/2011 10 32.44 200 200 Inc. Manitoba Telecom Services Common Shares Riley, Sanford 4 15/09/2011 10 32.49 700 500 Inc. Manitoba Telecom Services Common Shares Riley, Sanford 4 15/09/2011 10 32.48 900 200 Inc. Manitoba Telecom Services Common Shares Riley, Sanford 4 15/09/2011 10 32.5 2,000 1,100 Inc. Manitou Gold Inc. Common Shares Arnold, Ronald, Francis 4 05/05/2010 00 Manitou Gold Inc. Common Shares Arnold, Ronald, Francis 4 09/09/2011 10 0.4504 41,500 41,500 Manitou Gold Inc. Common Shares Arnold, Ronald, Francis 4 09/09/2011 10 0.4984 50,000 8,500 Manor Global Inc. Options Liu, Shan 3, 4, 5 18/08/2010 52 0 -162,562 Manor Global Inc. Common Shares McKenzie, Harvey 4, 5 07/12/2007 38 50,000 -50,000 Manor Global Inc. Options McKenzie, Harvey 4, 5 18/08/2010 52 0 -162,562 Manor Global Inc. Common Shares Schafer, Robert 4 07/12/2007 38 50,000 -50,000 Manor Global Inc. Options Schafer, Robert 4 18/08/2010 52 0 -162,562 Martinrea International Inc. Common Shares Martinrea International Inc. 1 12/09/2011 38 6.93 4,100 4,100

Martinrea International Inc. Common Shares Martinrea International Inc. 1 12/09/2011 38 0 -4,100

Martinrea International Inc. Common Shares Martinrea International Inc. 1 12/09/2011 38 6.97 1,200 1,200

Martinrea International Inc. Common Shares Martinrea International Inc. 1 12/09/2011 38 0 -1,200

Martinrea International Inc. Common Shares Martinrea International Inc. 1 13/09/2011 38 6.85 1,200 1,200

Martinrea International Inc. Common Shares Martinrea International Inc. 1 13/09/2011 38 0 -1,200

Martinrea International Inc. Common Shares Martinrea International Inc. 1 13/09/2011 38 7.01 100 100

Martinrea International Inc. Common Shares Martinrea International Inc. 1 13/09/2011 38 0 -100

Martinrea International Inc. Common Shares Martinrea International Inc. 1 13/09/2011 38 7.15 1,100 1,100

Martinrea International Inc. Common Shares Martinrea International Inc. 1 13/09/2011 38 0 -1,100

Martinrea International Inc. Common Shares Martinrea International Inc. 1 13/09/2011 38 7.18 3,500 3,500

Martinrea International Inc. Common Shares Martinrea International Inc. 1 13/09/2011 38 0 -3,500

Martinrea International Inc. Common Shares Martinrea International Inc. 1 14/09/2011 38 7.17 100 100

Martinrea International Inc. Common Shares Martinrea International Inc. 1 14/09/2011 38 0 -100

Martinrea International Inc. Common Shares Martinrea International Inc. 1 14/09/2011 38 7.19 5,000 5,000

Martinrea International Inc. Common Shares Martinrea International Inc. 1 14/09/2011 38 0 -5,000

Martinrea International Inc. Common Shares Martinrea International Inc. 1 14/09/2011 38 7.2 19,500 19,500

Martinrea International Inc. Common Shares Martinrea International Inc. 1 14/09/2011 38 0 -19,500

Martinrea International Inc. Common Shares Martinrea International Inc. 1 15/09/2011 38 7.5 1,200 1,200

Martinrea International Inc. Common Shares Martinrea International Inc. 1 15/09/2011 38 0 -1,200

Martinrea International Inc. Common Shares Martinrea International Inc. 1 15/09/2011 38 7.49 1,200 1,200

Martinrea International Inc. Common Shares Martinrea International Inc. 1 15/09/2011 38 0 -1,200

Martinrea International Inc. Common Shares Martinrea International Inc. 1 15/09/2011 38 7.48 1,200 1,200

Martinrea International Inc. Common Shares Martinrea International Inc. 1 15/09/2011 38 0 -1,200

Martinrea International Inc. Common Shares Martinrea International Inc. 1 15/09/2011 38 7.47 1,000 1,000

September 23, 2011 (2011) 34 OSCB 9887

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Martinrea International Inc. Common Shares Martinrea International Inc. 1 15/09/2011 38 0 -1,000

Martinrea International Inc. Common Shares Martinrea International Inc. 1 15/09/2011 38 7.44 4,200 4,200

Martinrea International Inc. Common Shares Martinrea International Inc. 1 15/09/2011 38 0 -4,200

Martinrea International Inc. Common Shares Martinrea International Inc. 1 15/09/2011 38 7.42 2,400 2,400

Martinrea International Inc. Common Shares Martinrea International Inc. 1 15/09/2011 38 0 -2,400

Martinrea International Inc. Common Shares Martinrea International Inc. 1 15/09/2011 38 7.43 900 900

Martinrea International Inc. Common Shares Martinrea International Inc. 1 15/09/2011 38 0 -900

Martinrea International Inc. Common Shares Martinrea International Inc. 1 16/09/2011 38 7.17 1,100 1,100

Martinrea International Inc. Common Shares Martinrea International Inc. 1 16/09/2011 38 0 -1,100

Martinrea International Inc. Common Shares Martinrea International Inc. 1 16/09/2011 38 7.23 2,400 2,400

Martinrea International Inc. Common Shares Martinrea International Inc. 1 16/09/2011 38 0 -2,400

Martinrea International Inc. Common Shares Martinrea International Inc. 1 16/09/2011 38 7.25 1,200 1,200

Martinrea International Inc. Common Shares Martinrea International Inc. 1 16/09/2011 38 0 -1,200

Martinrea International Inc. Common Shares Martinrea International Inc. 1 16/09/2011 38 7.26 1,200 1,200

Martinrea International Inc. Common Shares Martinrea International Inc. 1 16/09/2011 38 0 -1,200

Martinrea International Inc. Common Shares Martinrea International Inc. 1 16/09/2011 38 7.27 300 300

Martinrea International Inc. Common Shares Martinrea International Inc. 1 16/09/2011 38 0 -300

Matamec Explorations Inc. Common Shares Consolidated International 3 08/09/2011 10 0.3648 80,000 -1,009,500 Investment Holdings Inc.

Mawson Resources Limited Common Shares Sentient Executive GP IV, 3 09/09/2011 10 1.7387 3,215,200 30,400 Limited (for the general partner of Sentient Global Resources Fund IV, L.P.) Mawson Resources Limited Common Shares Sentient Executive GP IV, 3 12/09/2011 10 1.7 3,271,800 56,600 Limited (for the general partner of Sentient Global Resources Fund IV, L.P.) Mawson Resources Limited Common Shares Sentient Executive GP IV, 3 13/09/2011 10 1.7204 3,277,100 5,300 Limited (for the general partner of Sentient Global Resources Fund IV, L.P.) Mawson Resources Limited Common Shares Sentient Executive GP IV, 3 14/09/2011 10 1.7 3,294,100 17,000 Limited (for the general partner of Sentient Global Resources Fund IV, L.P.) McCoy Corporation Common Shares Kim, Frankie 5 14/09/2011 51 1.3 7,420 3,333 McCoy Corporation Common Shares Kim, Frankie 5 14/09/2011 10 3.6 4,087 -3,333 McCoy Corporation Options Kim, Frankie 5 14/09/2011 51 1.3 31,667 -3,333 MDC Partners Inc. Common Shares Class A Nadal, Miles S. 3, 4, 7, 5 09/09/2011 10 14.14 1,859,526 5,000 Subordinate Voting Shares MDN INC. Common Shares Bonneau, Jacques 4, 5 09/09/2011 10 0.3 997,813 10,000 MDN INC. Common Shares Bonneau, Jacques 4, 5 09/09/2011 10 0.28 1,007,813 10,000 MDN INC. Common Shares Legault, Raymond 4 08/09/2011 10 0.3 157,000 15,000 Medical Facilities Common Shares Medical Facilities 1 12/09/2011 38 10.23 28,351,542 -2,000 Corporation Corporation Medical Facilities Common Shares Medical Facilities 1 12/09/2011 38 10.26 28,348,542 -3,000 Corporation Corporation Medical Facilities Common Shares Medical Facilities 1 13/09/2011 38 10.3 28,343,542 -5,000 Corporation Corporation Medical Facilities Common Shares Medical Facilities 1 14/09/2011 38 9.97 28,343,342 -200 Corporation Corporation Medical Facilities Common Shares Medical Facilities 1 14/09/2011 38 9.98 28,342,342 -1,000 Corporation Corporation

September 23, 2011 (2011) 34 OSCB 9888

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Medical Facilities Common Shares Medical Facilities 1 14/09/2011 38 9.99 28,341,242 -1,100 Corporation Corporation Medical Facilities Common Shares Medical Facilities 1 14/09/2011 38 10 28,338,042 -3,200 Corporation Corporation Medifocus Inc. Common Shares Cheung, Augustine 3, 4, 5 25/11/2008 00 5,292,413 Medifocus Inc. Common Shares Cheung, Augustine 3, 4, 5 26/04/2010 00 Medworxx Solutions Inc. Options Collins, Paul Edward 4 08/09/2011 00 Medworxx Solutions Inc. Options Collins, Paul Edward 4 08/09/2011 50 0.16 50,000 50,000 Medworxx Solutions Inc. Options Goffenberg, Brian 5 07/07/2011 00 Medworxx Solutions Inc. Options Goffenberg, Brian 5 08/09/2011 50 0.16 240,000 240,000 Medworxx Solutions Inc. Options Marafioti, Sam 4 01/04/2008 00 Medworxx Solutions Inc. Options Marafioti, Sam 4 08/09/2011 50 0.16 72,050 72,050 Medworxx Solutions Inc. Options Matlow, Danny 5 08/09/2011 50 0.16 1,774,104 100,000 Medworxx Solutions Inc. Options Persofsky, Renah 4 08/09/2011 50 0.16 129,100 15,000 Medworxx Solutions Inc. Options TISSENBAUM, BARRY 4 08/09/2011 50 0.16 474,350 72,050 Medworxx Solutions Inc. Options Webber, Bernard 4 08/09/2011 50 0.16 414,350 72,050 MEGA Brands Inc. Warrants Warrants 1 Di Iorio, Nicola 4 12/09/2011 10 0.172 170,000 150,000 Mega Precious Metals Inc. Common Shares Inwentash, Sheldon 6 09/09/2011 10 0.7207 10,050,600 -200,000 (formerly Mega Silver Inc.) Mega Precious Metals Inc. Warrants Inwentash, Sheldon 6 14/12/2010 22 600,000 600,000 (formerly Mega Silver Inc.) Mega Precious Metals Inc. Common Shares Pinetree Capital Ltd. 3 09/09/2011 10 0.7207 6,860,064 -200,000 (formerly Mega Silver Inc.) Metalcorp Limited Common Shares Consolidated International 3 08/09/2011 10 0.06 6,490,000 -79,000 Investment Holdings Inc.

Metals Plus Income Corp. Class A Shares Faircourt Asset 3 07/09/2011 10 7.4 15,000 -4,000 Management Inc. Metals Plus Income Corp. Class A Shares Faircourt Asset 3 08/09/2011 10 7.46 13,000 -2,000 Management Inc. Metals Plus Income Corp. Class A Shares Faircourt Asset 3 09/09/2011 10 7.35 11,000 -2,000 Management Inc. Methanex Corporation Common Shares Choquette, Pierre 4 12/09/2011 10 22.77 30,140 1,650 Metro inc. Subordinate Voting Metro inc. 1 04/08/2011 38 46.41 100 Shares catégorie A Metro inc. Subordinate Voting Metro inc. 1 04/08/2011 38 46.41 100 Shares catégorie A Metro inc. Subordinate Voting Metro inc. 1 26/08/2011 38 -37,000 Shares catégorie A Metro inc. Subordinate Voting Metro inc. 1 26/08/2011 38 0 -55,000 Shares catégorie A Mexigold Corp. Common Shares Varshney, Peeyush 4, 5 14/09/2011 10 0.28 1,125,250 4,500 Mexigold Corp. Common Shares Varshney, Peeyush 4, 5 15/09/2011 10 0.27 1,125,750 500 Mexigold Corp. Common Shares Varshney, Peeyush 4, 5 15/09/2011 10 0.28 1,126,250 500 Mexivada Mining Corp. Common Shares Redfern, Richard Robert 3, 4, 5 12/09/2011 10 0.09 5,382,614 1,000 MGM Energy Corp. Options Dilts, Nancy Faye 5 06/09/2011 50 0.205 3,195,000 355,000 MGM Energy Corp. Options Hogg, John Richard 5 06/09/2011 50 0.205 3,195,000 355,000 MGM Energy Corp. Options Miller, Richard Nelson 5 06/09/2011 50 0.205 3,195,000 355,000 MGM Energy Corp. Options Sykes, Henry William 4, 5 06/09/2011 50 0.205 4,625,000 355,000 MI Developments Inc. Deferred Share Units Brody, Michael Lawrence 4 15/09/2011 56 27.8 2,979 11 MI Developments Inc. Deferred Share Units Dey, Peter James 4 15/09/2011 30 2,979 11 MI Developments Inc. Deferred Share Units Gilbertson, Barry Gordon 4 15/09/2011 56 27.8 2,979 11 MI Developments Inc. Deferred Share Units Miller, Gerald 4 15/09/2011 56 27.8 2,979 11 MI Developments Inc. Deferred Share Units Oran, Scott 4 15/09/2011 56 27.8 2,979 11 MI Developments Inc. Deferred Share Units Voorheis, George Wesley 4 15/09/2011 56 27.8 6,950 25 Thomas Midas Gold Corp. Common Shares Barnes, Robert 5 01/09/2011 00 27,471 Midas Gold Corp. Options Barnes, Robert 5 01/09/2011 00 300,000 Middlefield Bancorp Limited Common Shares Young, Charles Bellamy 4 15/09/2011 47 25,000 -10,000

Middlefield Tactical Energy Units OilSands Canada 1 12/09/2011 38 5.38 900 900 Corporation Middlefield Tactical Energy Units OilSands Canada 1 12/09/2011 38 0 -900 Corporation Middlefield Tactical Energy Units OilSands Canada 1 13/09/2011 38 5.35 600 600 Corporation Middlefield Tactical Energy Units OilSands Canada 1 13/09/2011 38 0 -600 Corporation Midway Energy Ltd. Common Shares New Wollmann, Robert Ernest 4, 5 09/09/2011 10 3.91 551,983 -1,300 Law Midway Energy Ltd. Common Shares New Wollmann, Robert Ernest 4, 5 09/09/2011 10 3.92 1,700 Law Midway Energy Ltd. Common Shares New Wollmann, Robert Ernest 4, 5 09/09/2011 10 3.92 550,283 -1,700 Law

September 23, 2011 (2011) 34 OSCB 9889

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Midway Energy Ltd. Common Shares New Wollmann, Robert Ernest 4, 5 09/09/2011 10 3.95 544,383 -5,900 Law Midway Energy Ltd. Common Shares New Wollmann, Robert Ernest 4, 5 09/09/2011 10 3.96 541,283 -3,100 Law Midway Energy Ltd. Common Shares New Wollmann, Robert Ernest 4, 5 13/09/2011 10 3.91 535,783 -5,500 Law Midway Energy Ltd. Common Shares New Wollmann, Robert Ernest 4, 5 14/09/2011 10 3.8 531,880 -3,903 Law Midway Energy Ltd. Common Shares New Wollmann, Robert Ernest 4, 5 14/09/2011 10 3.82 530,980 -900 Law Midway Energy Ltd. Common Shares New Wollmann, Robert Ernest 4, 5 14/09/2011 10 3.83 529,780 -1,200 Law Midway Energy Ltd. Common Shares New Wollmann, Robert Ernest 4, 5 14/09/2011 10 3.85 528,980 -800 Law Midway Energy Ltd. Common Shares New Wollmann, Robert Ernest 4, 5 14/09/2011 10 3.86 528,280 -700 Law Midway Gold Corp. Common Shares Hawes, George 3, 4 15/09/2011 10 2.865 7,614,904 -129,817 Midway Gold Corp. Common Shares Hawes, George 3, 4 16/09/2011 10 3 7,584,904 -30,000 Midway Gold Corp. Common Shares Schaudies, Fritz Kelsey 5 16/09/2011 51 1.47 33,333 33,333 Midway Gold Corp. Common Shares Schaudies, Fritz Kelsey 5 16/09/2011 10 2.9 23,333 -10,000 Midway Gold Corp. Common Shares Schaudies, Fritz Kelsey 5 16/09/2011 10 2.92 12,833 -10,500 Midway Gold Corp. Common Shares Schaudies, Fritz Kelsey 5 16/09/2011 10 2.91 -5,731 Midway Gold Corp. Common Shares Schaudies, Fritz Kelsey 5 16/09/2011 10 2.91 7,102 -5,731 Midway Gold Corp. Common Shares Schaudies, Fritz Kelsey 5 16/09/2011 10 2.96 0 -7,102 Midway Gold Corp. Options Schaudies, Fritz Kelsey 5 16/09/2011 51 1.47 66,667 -33,333 Midway Gold Corp. Common Shares Wolfus, Daniel Edward 4 12/09/2011 10 2.56 86,500 10,000 Midway Gold Corp. Common Shares Wolfus, Daniel Edward 4 12/09/2011 10 2.61 96,500 10,000 Midway Gold Corp. Common Shares Wolfus, Daniel Edward 4 12/09/2011 10 2.66 106,500 10,000 Midway Gold Corp. Common Shares Wolfus, Daniel Edward 4 12/09/2011 10 2.6 1,463,617 7,500 Migao Corporation Common Shares Attoe, Keith 4 04/06/2010 50 6.38 20,000 Migao Corporation Common Shares Attoe, Keith 4 04/06/2010 50 6.38 20,000 Migao Corporation Options Attoe, Keith 4 12/05/2008 00 Migao Corporation Options Attoe, Keith 4 04/06/2010 50 20,000 20,000 Migao Corporation Options Attoe, Keith 4 12/09/2011 50 220,000 200,000 Migao Corporation Options Hussey, Jay 5 12/09/2011 50 3.75 340,000 200,000 Migao Corporation Options Kay, Robert 4 12/09/2011 50 3.75 260,000 200,000 Migao Corporation Options Manley, Michael William 4 12/09/2011 50 3.75 260,000 200,000 Migao Corporation Common Shares MIGAO CORPORATION, 1 02/09/2011 10 3.42 500 500 MGO Migao Corporation Common Shares MIGAO CORPORATION, 1 02/09/2011 38 0 -500 MGO Migao Corporation Common Shares MIGAO CORPORATION, 1 06/09/2011 10 3.2699 15,200 15,200 MGO Migao Corporation Common Shares MIGAO CORPORATION, 1 06/09/2011 38 0 -15,200 MGO Migao Corporation Common Shares MIGAO CORPORATION, 1 07/09/2011 10 3.3172 15,000 15,000 MGO Migao Corporation Common Shares MIGAO CORPORATION, 1 07/09/2011 38 0 -15,000 MGO Migao Corporation Common Shares MIGAO CORPORATION, 1 08/09/2011 10 3.4515 3,400 3,400 MGO Migao Corporation Common Shares MIGAO CORPORATION, 1 08/09/2011 38 0 -3,400 MGO Migao Corporation Options Ni, Peiwei 4 18/05/2006 00 Migao Corporation Options Ni, Peiwei 4 12/09/2011 50 3.75 200,000 200,000 Migao Corporation Options Smallbone, Sidney Randall 5 13/09/2011 50 3.75 660,000 300,000

Migao Corporation Options Stauffer, Mark D. 4 12/09/2011 50 3.75 260,000 200,000 Migao Corporation Options Wu, Jianmin 4 10/02/2011 00 Migao Corporation Options Wu, Jianmin 4 12/09/2011 50 3.75 200,000 200,000 Millrock Resources Inc. Common Shares Volkert, David 4 13/06/2011 00 Millrock Resources Inc. Common Shares Volkert, David 4 13/06/2011 00 Millrock Resources Inc. Common Shares Volkert, David 4 13/06/2011 00 Millrock Resources Inc. Common Shares Volkert, David 4 13/06/2011 00 Millrock Resources Inc. Common Shares Volkert, David 4 13/06/2011 00 30,000 Millrock Resources Inc. Options Volkert, David 4 13/06/2011 00 Millrock Resources Inc. Options Volkert, David 4 13/06/2011 00 Millrock Resources Inc. Options Volkert, David 4 13/06/2011 00 Millrock Resources Inc. Options Volkert, David 4 19/08/2011 50 100,000 100,000 Minaurum Gold Inc. Common Shares Jones, David McKinlay 4 12/09/2011 11 350,000 87,500 Minaurum Gold Inc. Common Shares Megaw, Peter 4 12/09/2011 11 157,500 29,750 Minefinders Corporation Ltd. Common Shares King, Herman Leo 4 12/05/2011 51 9 89,198 32,188

September 23, 2011 (2011) 34 OSCB 9890

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Minefinders Corporation Ltd. Common Shares King, Herman Leo 4 13/09/2011 10 17.69 85,000 -4,198

Minefinders Corporation Ltd. Options King, Herman Leo 4 12/05/2011 51 9 140,000 -75,000

Minefinders Corporation Ltd. Options Smith, Gregory 5 12/09/2011 51 9.57 228,000 -2,000

MINT Income Fund Trust Units MINT Income Fund 1 12/09/2011 38 9.61 30,481,873 100 Miocene Metals Limited Options Stock Option Garcia, Jose Sayo 5 12/09/2011 00 200,000 Plan Mirabela Nickel Limited Options Unlisted Options Sheard, Stuart Nicholas 4 08/09/2011 52 0 -150,000

Mitel Networks Corporation Options Ball, Benjamin 4, 6 07/09/2011 50 3.29 204,939 21,250

Mitel Networks Corporation Options Charbonneau, Peter D. 4 07/09/2011 50 3.29 115,662 10,083

Mitel Networks Corporation Options Cossart, Jean-Paul 4 07/09/2011 50 3.29 95,864 9,250 Georges Mitel Networks Corporation Options Cossart, Jean-Paul 4 09/09/2011 52 3.75 94,530 -1,334 Georges Mitel Networks Corporation Options Deb, Dipanjan 6 07/09/2011 50 3.29 204,939 21,250

Mitel Networks Corporation Options Kowal, Andrew 4, 6 07/09/2011 50 3.29 204,939 21,250

Mitel Networks Corporation Options Ludwig, Thomas 6 07/09/2011 50 3.29 204,939 21,250

Mitel Networks Corporation Options Matthews, Terence Hedley 3, 4, 5 07/09/2011 50 3.29 189,632 20,500

Mitel Networks Corporation Common Shares McBee, Richard 4, 5 09/09/2011 10 3.06 21,100 1,100

Mitel Networks Corporation Common Shares McBee, Richard 4, 5 09/09/2011 10 3.03 25,000 3,900

Mitel Networks Corporation Options McHugh, John 4 07/09/2011 50 3.29 57,567 12,167

Mitel Networks Corporation Options Perret, Henry Louis 4 07/09/2011 50 3.29 63,735 12,583

Mitel Networks Corporation Options Savellano, Ann Marie 6 07/09/2011 50 3.29 204,939 21,250

Mitel Networks Corporation Common Shares Spooner, Steven Edward 5 29/04/2010 00 10,000

Mitel Networks Corporation Options Spooner, Steven Edward 5 09/09/2011 52 3.75 236,668 -5,000

Mitel Networks Corporation Options Stout, Joseph Norman 4 07/09/2011 50 3.29 119,152 12,167

Montana Exploration Corp. Common Shares Collins, James William 4 14/09/2011 10 0.48 8,845,897 10,000 (formerly AltaCanada Energy Corp.) Montana Exploration Corp. Common Shares Libra Advisors, LLC 3 08/09/2011 10 0.5 2,944,500 -26,500 (formerly AltaCanada Energy Corp.) Montana Exploration Corp. Common Shares Libra Advisors, LLC 3 09/09/2011 10 0.5 2,944,000 -500 (formerly AltaCanada Energy Corp.) Montana Exploration Corp. Common Shares Libra Advisors, LLC 3 12/09/2011 10 0.5326 2,883,000 -61,000 (formerly AltaCanada Energy Corp.) Montana Gold Mining Common Shares Arbora AG 3 15/09/2011 16 0.1 6,390,380 1,000,000 Company Inc. Montana Gold Mining Common Shares Arbora AG 3 16/09/2011 11 5,390,380 -1,000,000 Company Inc. Montana Gold Mining Warrants Arbora AG 3 10/02/2011 00 Company Inc. Montana Gold Mining Warrants Arbora AG 3 15/09/2011 16 0.1 1,000,000 1,000,000 Company Inc. Montana Gold Mining Common Shares ELLWOOD, EDWARD 5 15/09/2011 10 0.08 1,689,100 2,000 Company Inc. LEITH Mountain Province Common Shares evans, patrick charles 4, 5 12/09/2011 10 4.9 796,591 5,088 Diamonds Inc. MPH Ventures Corp. Warrants Inwentash, Sheldon 6 30/04/2010 55 4,395,000 -500,000 Mundoro Capital Inc. Common Shares Moores, Richard Charles 4 14/09/2011 10 0.491 316,600 5,600 Mustang Minerals Corp. Options Munden, Edward John 4 09/09/2011 50 0.3 810,000 200,000 Mustang Minerals Corp. Options Munden, Edward John 4 09/09/2011 50 0.4 1,010,000 200,000 Mustang Minerals Corp. Options Roden, Rodger 5 09/09/2011 00 Mustang Minerals Corp. Options Roden, Rodger 5 09/09/2011 00

September 23, 2011 (2011) 34 OSCB 9891

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Mustang Minerals Corp. Options Roden, Rodger 5 09/09/2011 00 Mustang Minerals Corp. Options Roden, Rodger 5 09/09/2011 50 0.3 200,000 200,000 Nass Valley Gateway Ltd. Common Shares Peter, Dieter Wolf 4, 5 14/09/2011 10 0.05 3,915,000 33,000 National Bank of Canada Common Shares Banque Nationale du 1 01/09/2011 38 165,000 -55,000 Canada National Bank of Canada Common Shares Banque Nationale du 1 02/09/2011 38 165,000 -55,000 Canada National Bank of Canada Common Shares Banque Nationale du 1 06/09/2011 38 165,000 -55,000 Canada National Bank of Canada Common Shares Banque Nationale du 1 07/09/2011 38 165,000 -55,000 Canada National Bank of Canada Common Shares Banque Nationale du 1 08/09/2011 38 71.37 400 Canada National Bank of Canada Common Shares Banque Nationale du 1 08/09/2011 38 71.37 400 Canada National Bank of Canada Common Shares Banque Nationale du 1 08/09/2011 38 165,000 -55,000 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 71.67 165,200 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 71.49 175,200 10,000 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 71.09 175,900 700 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 71.13 176,500 600 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 71.04 177,000 500 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 71.23 177,200 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 71.17 177,500 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 71.05 177,800 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 71.135 178,100 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 71.1 178,600 500 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 71.03 178,800 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 71.025 178,900 100 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 71 179,300 400 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.94 179,600 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.91 180,300 700 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.85 180,800 500 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.81 181,000 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.79 181,300 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.8 181,600 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.86 182,200 600 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.82 182,800 600 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.885 183,000 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.89 183,600 600 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.9 184,000 400 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.97 184,100 100 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.99 184,400 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 71.19 184,600 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 71.16 185,200 600 Canada

September 23, 2011 (2011) 34 OSCB 9892

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 71.2 185,900 700 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 71.24 186,000 100 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 71.22 186,200 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 71.07 186,500 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 71.18 186,600 100 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 71.14 186,900 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.96 187,200 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.93 187,400 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.92 187,700 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.87 187,800 100 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.77 188,000 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.72 190,000 2,000 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.63 190,300 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.65 190,500 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.64 191,000 500 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.7 191,300 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.68 192,800 1,500 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.69 193,700 900 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.66 194,000 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.56 196,500 2,500 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.59 196,600 100 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.55 198,300 1,700 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.49 199,800 1,500 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.44 200,000 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.4 201,100 1,100 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.34 201,300 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.48 202,000 700 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.43 202,900 900 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.42 204,000 1,100 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.38 205,000 1,000 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.32 205,100 100 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.45 205,800 700 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.61 206,600 800 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.52 206,800 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.5 207,600 800 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.53 209,100 1,500 Canada

September 23, 2011 (2011) 34 OSCB 9893

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.51 210,200 1,100 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.37 210,700 500 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.3 210,800 100 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.33 211,000 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.39 211,700 700 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.35 212,000 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.41 212,100 100 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.46 212,200 100 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.47 212,900 700 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.57 213,800 900 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.6 214,600 800 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.62 215,100 500 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.54 216,500 1,400 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.67 217,000 500 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.73 217,200 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.74 217,500 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.71 219,100 1,600 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.75 219,300 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.76 219,500 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.58 220,000 500 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 165,000 -55,000 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.04 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 09/09/2011 38 70.04 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 69.97 165,600 600 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 69.99 166,900 1,300 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.18 167,400 500 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 69.95 168,000 600 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 69.84 168,200 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 69.92 168,400 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 69.89 168,700 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 69.9 169,400 700 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.09 169,800 400 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70 172,100 2,300 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 69.91 173,300 1,200 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.1 173,600 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.04 173,800 200 Canada

September 23, 2011 (2011) 34 OSCB 9894

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.08 174,200 400 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.01 174,400 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.14 174,700 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.24 175,000 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.28 175,600 600 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.33 176,100 500 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.3 177,600 1,500 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.26 178,600 1,000 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.37 179,600 1,000 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.39 179,800 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.35 180,200 400 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.4 181,300 1,100 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.44 181,500 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.36 182,100 600 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.34 182,500 400 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.49 183,000 500 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.32 183,800 800 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.25 186,000 2,200 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.31 187,100 1,100 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.27 187,200 100 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.21 188,800 1,600 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.47 189,300 500 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.5 190,000 700 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.71 190,200 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.72 190,700 500 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.76 190,900 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.77 191,000 100 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.68 191,300 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.62 191,500 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.55 191,900 400 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.43 192,000 100 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.7 192,900 900 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.65 193,000 100 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.69 193,300 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.57 193,600 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.64 194,000 400 Canada

September 23, 2011 (2011) 34 OSCB 9895

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.6 194,900 900 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.59 195,100 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.51 195,500 400 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.48 195,700 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.46 196,000 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.42 196,200 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.19 197,100 900 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.22 197,400 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.2 197,600 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.23 197,900 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.16 198,100 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.06 198,300 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.07 198,800 500 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.05 199,000 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.02 199,200 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 69.98 199,500 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.03 199,600 100 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 69.8 200,300 700 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 69.81 201,400 1,100 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 69.75 201,900 500 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 69.62 203,000 1,100 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 69.71 203,700 700 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 69.67 204,700 1,000 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 69.78 205,400 700 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 69.77 205,900 500 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 69.74 206,700 800 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 69.69 207,000 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 69.72 207,800 800 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 69.68 208,500 700 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 69.64 209,400 900 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 69.6 209,900 500 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 69.57 210,300 400 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 69.54 211,200 900 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 69.56 211,500 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 69.65 211,700 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 69.7 212,100 400 Canada

September 23, 2011 (2011) 34 OSCB 9896

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 69.83 212,500 400 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 69.88 212,700 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 69.86 212,800 100 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 69.87 213,300 500 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 69.82 213,500 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 69.63 213,700 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 69.53 214,200 500 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 69.55 214,700 500 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 69.52 215,000 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 69.45 215,800 800 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 69.47 216,300 500 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 69.5 217,000 700 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 69.59 217,400 400 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 69.61 217,600 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 69.49 217,900 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 69.44 218,300 400 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 69.51 218,900 600 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 69.41 219,200 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 69.43 219,900 700 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 69.39 220,000 100 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 165,000 -55,000 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.04 600 Canada National Bank of Canada Common Shares Banque Nationale du 1 12/09/2011 38 70.04 600 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 70.13 165,600 600 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.79 166,200 600 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.91 166,500 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 70.135 166,700 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 70.04 167,300 600 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 70.1 168,200 900 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 70.02 168,700 500 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.88 169,000 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.89 169,200 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.92 169,300 100 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 70.05 169,700 400 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 70.12 169,800 100 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 70.37 170,600 800 Canada

September 23, 2011 (2011) 34 OSCB 9897

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 70.36 171,200 600 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 70.27 171,300 100 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 70.29 171,400 100 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 70.31 171,700 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 70.18 172,000 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 70.16 172,100 100 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 70.17 172,300 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 70.25 172,700 400 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 70.22 173,000 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 70.28 173,900 900 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 70.47 174,200 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 70.59 174,600 400 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 70.52 175,000 400 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 70.56 175,300 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 70.58 400 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 70.58 400 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 70.58 175,700 400 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 70.6 175,800 100 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 70.66 176,200 400 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 70.38 176,700 500 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 70.4 177,600 900 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 70.44 178,700 1,100 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 70.46 178,900 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 70.48 179,600 700 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 70.39 180,600 1,000 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 70.23 180,800 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 70.2 181,100 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 70.07 181,300 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 70.09 181,600 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 70.14 181,900 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 70.34 182,700 800 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 70.41 183,100 400 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 70.51 183,600 500 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 70.55 183,800 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 70.45 184,500 700 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 70.33 184,700 200 Canada

September 23, 2011 (2011) 34 OSCB 9898

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 70.35 185,000 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 70.11 185,300 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 70.08 185,500 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 70.065 185,800 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 70.06 186,000 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.95 186,300 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.97 186,600 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.94 186,900 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.96 187,100 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.8 187,700 600 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.75 189,900 2,200 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.76 191,800 1,900 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.82 193,000 1,200 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.7 193,900 900 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.68 194,800 900 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.63 195,300 500 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.6 195,900 600 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.61 196,200 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.57 197,800 1,600 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.51 198,100 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.59 199,200 1,100 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.65 199,500 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.67 201,900 2,400 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.62 202,800 900 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.49 203,100 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.48 204,300 1,200 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.47 204,500 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.46 204,800 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.53 205,500 700 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.56 205,800 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.505 206,300 500 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.45 206,800 500 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.43 207,500 700 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.42 207,800 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.4 208,000 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.5 208,400 400 Canada

September 23, 2011 (2011) 34 OSCB 9899

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.52 209,100 700 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.525 209,300 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.565 210,000 700 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.58 210,200 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.575 210,700 500 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.475 210,900 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.54 211,600 700 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.69 211,800 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.77 212,500 700 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.87 213,100 600 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.78 213,600 500 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.85 214,000 400 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.83 214,200 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.93 214,400 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.86 214,700 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.81 215,000 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.835 215,200 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.71 216,000 800 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.72 216,700 700 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.73 217,400 700 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.665 217,800 400 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.685 218,400 600 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.585 218,500 100 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.85 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.85 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.97 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 13/09/2011 38 69.97 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 71.04 500 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 71.04 500 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 69.85 218,700 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 69.97 218,900 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.02 219,100 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.15 219,500 400 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.1 220,000 500 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70 220,300 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.14 220,800 500 Canada

September 23, 2011 (2011) 34 OSCB 9900

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.17 221,800 1,000 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.19 222,500 700 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.21 223,300 800 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.36 224,000 700 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.34 224,300 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.33 224,900 600 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.26 225,100 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.3 225,600 500 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.41 225,800 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.32 226,900 1,100 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.22 227,100 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.18 227,600 500 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.24 228,100 500 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.37 228,500 400 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.39 229,000 500 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.06 229,600 600 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 69.9 229,900 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 69.87 230,400 500 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 69.86 230,600 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 69.8 230,700 100 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 69.75 230,800 100 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 68.98 231,000 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 69.99 231,100 100 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.05 231,600 500 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 69.92 231,800 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 69.94 231,900 100 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 69.84 232,100 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.11 232,900 800 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.01 233,100 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.13 233,300 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.16 233,500 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.23 233,800 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.4 233,900 100 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.44 234,700 800 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.46 234,800 100 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.48 235,500 700 Canada

September 23, 2011 (2011) 34 OSCB 9901

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.52 235,900 400 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.56 237,300 1,400 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.59 238,100 800 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.54 238,800 700 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.53 240,400 1,600 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.62 241,700 1,300 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.5 242,300 600 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.55 243,100 800 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.58 243,200 100 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.7 244,500 1,300 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.65 244,800 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.61 245,500 700 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.64 245,900 400 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.66 246,900 1,000 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.57 247,300 400 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.47 247,500 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.42 247,600 100 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.35 247,700 100 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.45 247,900 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.6 248,700 800 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.63 249,300 600 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.68 249,900 600 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.67 250,100 200 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.71 252,200 2,100 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.73 254,100 1,900 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.72 255,100 1,000 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.69 256,100 1,000 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.76 257,400 1,300 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.81 257,700 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.77 259,500 1,800 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.79 261,100 1,600 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.83 261,600 500 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.84 262,600 1,000 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.82 263,100 500 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.75 263,900 800 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.51 264,100 200 Canada

September 23, 2011 (2011) 34 OSCB 9902

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.74 264,400 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.89 264,500 100 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.9 264,800 300 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.87 265,200 400 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.8 273,100 7,900 Canada National Bank of Canada Common Shares Banque Nationale du 1 14/09/2011 38 70.78 273,500 400 Canada National Bank of Canada Common Shares Parent, Ghislain 5 12/09/2011 10 69.59 750 750 National Bank of Canada Common Shares Parent, Ghislain 5 13/09/2011 10 69.582 1,500 750 Nautilus Minerals Inc. Common Shares Debney, Russell 4 09/05/2006 00 Nautilus Minerals Inc. Common Shares Debney, Russell 4 02/09/2011 30 2.91 200,000 200,000 Nautilus Minerals Inc. Options Loudon, Geoffrey 4 02/09/2011 50 2.91 1,350,000 300,000 Nautilus Minerals Inc. Common Shares Smith, Glen 5 09/09/2011 51 1.7 150,000 150,000 Nautilus Minerals Inc. Options Smith, Glen 5 09/09/2011 51 1.7 400,000 -150,000 Nautilus Minerals Inc. Options Thomas, Cynthia 4 02/09/2011 50 2.91 400,000 200,000 NEMI Northern Energy & Common Shares Cooney, Michael 3, 4, 5 15/09/2011 10 0.91 6,487,000 12,000 Mining Inc. Neo Material Technologies Common Shares Doolan, Michael Frederick 5 14/09/2011 10 58,000 3,000 Inc. Nevsun Resources Ltd. Common Shares Angus, Robert Stuart 4 14/09/2011 57 402,392 277,392 Nevsun Resources Ltd. Options Angus, Robert Stuart 4 14/09/2011 52 800,000 -500,000 Nevsun Resources Ltd. Rights SARS Angus, Robert Stuart 4 21/03/2003 00 Nevsun Resources Ltd. Rights SARS Angus, Robert Stuart 4 18/08/2011 56 600,000 Nevsun Resources Ltd. Rights SARS Angus, Robert Stuart 4 18/08/2011 56 500,000 500,000 Nevsun Resources Ltd. Rights SARS Angus, Robert Stuart 4 14/09/2011 57 6.77 -277,392 Nevsun Resources Ltd. Rights SARS Angus, Robert Stuart 4 14/09/2011 57 222,608 -277,392 Nevsun Resources Ltd. Rights SARS Angus, Robert Stuart 4 14/09/2011 59 0 -222,608 Nevsun Resources Ltd. Options Carse, Maureen D 5 09/09/2011 52 3.07 110,000 -10,000 Nevsun Resources Ltd. Rights SARS Carse, Maureen D 5 21/03/2003 00 Nevsun Resources Ltd. Rights SARS Carse, Maureen D 5 18/08/2011 56 3.07 20,000 20,000 Nevsun Resources Ltd. Rights SARS Carse, Maureen D 5 06/09/2011 58 - 3.07 10,000 -10,000 Expir ation of rights

Nevsun Resources Ltd. Rights SARS Carse, Maureen D 5 09/09/2011 59 3.07 0 -10,000 Nevsun Resources Ltd. Common Shares DAVIS, Clifford Thomas 4, 5 15/09/2011 57 6.68 1,300,000 500,000 Nevsun Resources Ltd. Common Shares DAVIS, Clifford Thomas 4, 5 15/09/2011 57 6.68 1,603,319 303,319 Nevsun Resources Ltd. Options DAVIS, Clifford Thomas 4, 5 15/09/2011 52 1.7 2,900,000 -500,000 Nevsun Resources Ltd. Options DAVIS, Clifford Thomas 4, 5 15/09/2011 52 1.35 2,400,000 -500,000 Nevsun Resources Ltd. Options DAVIS, Clifford Thomas 4, 5 15/09/2011 52 2 2,150,000 -250,000 Nevsun Resources Ltd. Options DAVIS, Clifford Thomas 4, 5 15/09/2011 52 3.07 2,000,000 -150,000 Nevsun Resources Ltd. Rights SARS DAVIS, Clifford Thomas 4, 5 01/04/1994 00 Nevsun Resources Ltd. Rights SARS DAVIS, Clifford Thomas 4, 5 18/08/2011 56 150,000 150,000 Nevsun Resources Ltd. Rights SARS DAVIS, Clifford Thomas 4, 5 18/08/2011 56 400,000 250,000 Nevsun Resources Ltd. Rights SARS DAVIS, Clifford Thomas 4, 5 18/08/2011 56 900,000 500,000 Nevsun Resources Ltd. Rights SARS DAVIS, Clifford Thomas 4, 5 18/08/2011 56 1,400,000 500,000 Nevsun Resources Ltd. Rights SARS DAVIS, Clifford Thomas 4, 5 15/09/2011 57 6.68 900,000 -500,000 Nevsun Resources Ltd. Rights SARS DAVIS, Clifford Thomas 4, 5 15/09/2011 57 6.68 596,681 -303,319 Nevsun Resources Ltd. Rights SARS DAVIS, Clifford Thomas 4, 5 15/09/2011 57 6.68 -224,600 Nevsun Resources Ltd. Rights SARS DAVIS, Clifford Thomas 4, 5 15/09/2011 57 6.68 -224,600 Nevsun Resources Ltd. Rights SARS DAVIS, Clifford Thomas 4, 5 15/09/2011 59 6.68 372,081 -224,600 Nevsun Resources Ltd. Rights SARS DAVIS, Clifford Thomas 4, 5 15/09/2011 58 - Expiration 0 -372,081 of rights Nevsun Resources Ltd. Rights SARS German, Gary Edward 4 01/05/2003 00 Nevsun Resources Ltd. Rights SARS German, Gary Edward 4 18/08/2011 56 3.07 80,000 80,000 Nevsun Resources Ltd. Rights SARS German, Gary Edward 4 18/08/2011 56 2 160,000 80,000 Nevsun Resources Ltd. Rights SARS German, Gary Edward 4 18/08/2011 56 1.35 310,000 150,000 Nevsun Resources Ltd. Rights SARS German, Gary Edward 4 18/08/2011 56 1.7 460,000 150,000 Nevsun Resources Ltd. Options Hardie, Peter Jeremie 5 06/09/2011 52 1.7 550,000 -130,000 Nevsun Resources Ltd. Rights SARS Hardie, Peter Jeremie 5 19/08/2008 00 Nevsun Resources Ltd. Rights SARS Hardie, Peter Jeremie 5 18/08/2011 56 1.7 130,000 130,000 Nevsun Resources Ltd. Rights SARS Hardie, Peter Jeremie 5 06/09/2011 59 6.99 0 -130,000 Nevsun Resources Ltd. Rights SARS MUNERA, Gerard 4 14/05/2002 00 Emmanuel Louis Nevsun Resources Ltd. Rights SARS MUNERA, Gerard 4 18/08/2011 56 3.07 80,000 80,000 Emmanuel Louis

September 23, 2011 (2011) 34 OSCB 9903

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Nevsun Resources Ltd. Rights SARS MUNERA, Gerard 4 18/08/2011 56 2 160,000 80,000 Emmanuel Louis Nevsun Resources Ltd. Rights SARS MUNERA, Gerard 4 18/08/2011 56 1.35 310,000 150,000 Emmanuel Louis Nevsun Resources Ltd. Rights SARS MUNERA, Gerard 4 18/08/2011 56 1.7 460,000 150,000 Emmanuel Louis New Flyer Industries Inc. Common Shares Jacobsen, Patricia Anne 4 15/09/2011 10 0.6503 75,000 27,000 New Flyer Industries Inc. Common Shares Jacobsen, Patricia Anne 4 15/09/2011 10 0.6615 108,000 33,000 New Flyer Industries Inc. Common Shares Tobin, Brian Vincent 4 16/09/2011 10 0.64 214,000 74,000 New Millennium Iron Corp. Common Shares Journeaux, Howaith Dean 4 12/09/2011 10 1.67 366,305 -20,000 New Millennium Iron Corp. Common Shares Journeaux, Howaith Dean 4 12/09/2011 10 1.7 361,105 -5,200 New Millennium Iron Corp. Common Shares Journeaux, Howaith Dean 4 12/09/2011 10 1.65 352,305 -8,800 New Millennium Iron Corp. Common Shares Journeaux, Howaith Dean 4 13/09/2011 10 1.72 343,805 -8,500 New Millennium Iron Corp. Common Shares Journeaux, Howaith Dean 4 13/09/2011 10 1.7 342,305 -1,500 New Millennium Iron Corp. Common Shares Journeaux, Howaith Dean 4 14/09/2011 10 1.7 340,305 -2,000 New Millennium Iron Corp. Common Shares Journeaux, Howaith Dean 4 16/09/2011 10 1.6 339,805 -500 New Millennium Iron Corp. Common Shares Journeaux, Howaith Dean 4 16/09/2011 10 1.59 328,505 -11,300 New Millennium Iron Corp. Common Shares Journeaux, Howaith Dean 4 16/09/2011 10 1.58 318,705 -9,800 New Millennium Iron Corp. Common Shares Journeaux, Howaith Dean 4 16/09/2011 10 1.55 305,305 -13,400 Newalta Corporation Common Shares Ryley, Thomas Lovett 4 14/09/2011 10 11.49 50,000 20,000 Newlox Gold Ventures Corp. Common Shares Bell, Thomas 4 16/09/2011 00 200,000

Newlox Gold Ventures Corp. Common Shares Lavin, Patrick 4 16/09/2011 00 200,000

Next Gen Metals Inc. Common Shares Lawrence, Kevin 4 09/09/2011 10 0.16 905,333 14,500 Next Gen Metals Inc. Options Oness, John 5 11/02/2011 00 Next Gen Metals Inc. Options Oness, John 5 14/09/2011 50 0.25 250,000 250,000 NGEx Resources Inc. Common Shares Olson, Steven Frederick 7 12/09/2011 10 3.604 184,500 -10,000 NGEx Resources Inc. Common Shares Olson, Steven Frederick 7 13/09/2011 10 3.8 174,500 -10,000 Niocan Inc. Convertible Debentures Nio-Metals Holdings LLC 3 06/06/2008 00 Niocan Inc. Convertible Debentures Nio-Metals Holdings LLC 3 29/08/2011 11 $1,750,000 $1,750,000 Niocan Inc. Debentures Nio-Metals Holdings LLC 3 29/08/2011 11 $1,750,000 Niocan Inc. Common Shares Wallace, Mark David 4 06/09/2011 00 8,717,500 Niocan Inc. Convertible Debentures Wallace, Mark David 4 06/09/2011 00 $1,750,000 Niocan Inc. Warrants Wallace, Mark David 4 06/09/2011 00 910,000 North American Energy Common Shares Harbinger Group Inc. 3 12/09/2011 10 5.412 5,361,145 22,500 Partners Inc. North American Energy Common Shares Harbinger Group Inc. 3 13/09/2011 10 5.639 5,368,545 7,400 Partners Inc. North American Energy Common Shares Harbinger Group Inc. 3 14/09/2011 10 5.755 5,379,545 11,000 Partners Inc. North American Energy Common Shares Harbinger Group Inc. 3 15/09/2011 10 5.981 5,417,545 38,000 Partners Inc. North American Energy Common Shares Harbinger Group Inc. 3 16/09/2011 10 5.91 5,417,745 200 Partners Inc. North American Nickel Inc. Options Fedikow, Mark 6 06/09/2011 50 900,000 300,000 North American Nickel Inc. Options Mark, Richard Joseph 6 06/09/2011 50 950,000 300,000 North American Nickel Inc. Options Messier, Cheryl 6 28/06/2010 00 North American Nickel Inc. Options Messier, Cheryl 6 06/09/2011 50 150,000 150,000 North American Nickel Inc. Options Richardson, Neil Wilfrid 6 05/09/2011 00 North American Nickel Inc. Options Richardson, Neil Wilfrid 6 06/09/2011 50 100,000 100,000 North American Nickel Inc. Options SLEEMAN, Evan Lee 6 28/06/2010 00 North American Nickel Inc. Options SLEEMAN, Evan Lee 6 06/09/2011 50 50,000 50,000 Northern Financial Common Shares Alboini, Victor Philip 4, 7, 5 12/09/2011 90 0.14 2,876,146 71,000 Corporation Michael Northern Financial Common Shares Alboini, Victor Philip 4, 7, 5 12/09/2011 90 0.14 76,829 -71,000 Corporation Michael Northern Freegold Options Craig, Susan 4 22/08/2011 50 1,015,000 250,000 Resources Ltd. Northern Freegold Options Craig, Susan 4 07/09/2011 52 715,000 -300,000 Resources Ltd. Northern Freegold Options DIDUCK, GLEN JOHN 4, 5 11/09/2011 52 0.5 365,000 -300,000 Resources Ltd. Northern Freegold Options DIDUCK, GLEN JOHN 4, 5 12/09/2011 50 0.35 615,000 250,000 Resources Ltd. Northern Freegold Options Fach, Darren Brent 4, 5 07/09/2011 52 0.5 365,000 -300,000 Resources Ltd. Northern Freegold Options Fach, Darren Brent 4, 5 09/09/2011 50 0.35 615,000 250,000 Resources Ltd. Northern Freegold Options Harris, William Glen 4 22/08/2011 50 915,000 250,000 Resources Ltd. Northern Freegold Options Harris, William Glen 4 07/09/2011 52 615,000 -300,000 Resources Ltd.

September 23, 2011 (2011) 34 OSCB 9904

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Northern Freegold Options Strub, Marco 4 09/05/2011 00 Resources Ltd. Northern Freegold Options Strub, Marco 4 22/08/2011 50 400,000 400,000 Resources Ltd. Northern Freegold Options Termuende, Timothy Jay 4 22/08/2011 50 1,015,000 350,000 Resources Ltd. Northern Freegold Options Termuende, Timothy Jay 4 07/09/2011 52 715,000 -300,000 Resources Ltd. Northern Gold Mining Inc. Common Shares ValGold Resources Ltd. 3 06/09/2011 10 0.415 17,127,000 -500 Northern Gold Mining Inc. Common Shares ValGold Resources Ltd. 3 08/09/2011 10 0.4 17,087,000 -40,000 Northern Gold Mining Inc. Common Shares ValGold Resources Ltd. 3 09/09/2011 10 0.415 17,063,000 -24,000 Northern Gold Mining Inc. Common Shares ValGold Resources Ltd. 3 12/09/2011 10 0.4 17,013,000 -50,000 Northern Sun Exploration Common Shares Land, John Adam 4 12/09/2011 97 0.05 2,981,181 959,759 Company Inc. Northern Sun Exploration Common Shares Stach, Lester Gary 4 12/09/2011 97 0.05 1,849,622 424,027 Company Inc. Northfield Capital Common Shares CLASS Northfield Capital 1 09/09/2011 38 34.5 22,300 1,500 Corporation A RESTRICTED VOTING Corporation

Northfield Capital Common Shares CLASS Northfield Capital 1 09/09/2011 38 34.25 22,400 100 Corporation A RESTRICTED VOTING Corporation

NovaDx Ventures Corp. Common Shares Espig, Peter Edward 4 09/09/2011 10 0.42 601,500 10,000 NovaGold Resources Inc. Common Shares Sanders, Elaine 5 01/09/2006 00 NovaGold Resources Inc. Common Shares Sanders, Elaine 5 15/09/2011 10 7.98 5,000 5,000 NTG Clarity Networks Inc. Common Shares Stevens, Sinclair McKnight 4 08/09/2011 10 0.12 43,500 -4,000

NTG Clarity Networks Inc. Common Shares Stevens, Sinclair McKnight 4 09/09/2011 10 0.12 39,500 -4,000

NTG Clarity Networks Inc. Common Shares Stevens, Sinclair McKnight 4 12/09/2011 10 0.115 38,500 -1,000

NuLegacy Gold Corporation Common Shares Buckland, Charles 3 08/09/2011 10 0.225 1,907,000 -25,000 Channing NuLegacy Gold Corporation Common Shares Buckland, Charles 3 08/09/2011 10 0.215 1,902,000 -5,000 Channing NuLegacy Gold Corporation Common Shares Buckland, Charles 3 09/09/2011 10 0.225 1,893,500 -8,500 Channing NuLegacy Gold Corporation Common Shares Buckland, Charles 3 09/09/2011 10 0.21 1,843,500 -50,000 Channing NuLegacy Gold Corporation Common Shares Buckland, Charles 3 09/09/2011 10 0.21 1,893,500 50,000 Channing OceanaGold Corporation Options CHAMBERLAIN, MARK 5 01/08/2011 00 NORMAN OceanaGold Corporation Options MA, YUWEN 5 28/07/2011 00 OceanaGold Corporation Options MA, YUWEN 5 15/09/2011 50 200,000 200,000 Olympia Financial Group Inc. Common Shares Bender, Lori Nadine 5 14/09/2011 10 39.5 3,709 -400

OneMove Technologies Inc. Common Shares Johnson, Martin Robert 4, 5 08/09/2011 10 0.055 406,612 -87,000

Online Energy Inc. Common Shares DABNER, Steve 4, 5 13/09/2011 10 0.27 1,171,833 15,500 OPAWICA EXPLORATIONS Warrants meyers, michael 4 15/09/2011 55 250,000 -625,000 INC. OPEL Technologies Inc. Common Shares Kunkel, Lawrence R. 4 12/09/2011 51 0.25 160,000 40,000 OPEL Technologies Inc. Common Shares Kunkel, Lawrence R. 4 12/09/2011 51 0.28 216,250 56,250 OPEL Technologies Inc. Options Kunkel, Lawrence R. 4 12/09/2011 51 0.25 774,000 -40,000 OPEL Technologies Inc. Options Kunkel, Lawrence R. 4 12/09/2011 51 0.28 717,750 -56,250 OPEL Technologies Inc. Common Shares Pinetree Capital Ltd. 3 08/09/2011 10 0.7126 8,450,000 -60,300 Open Range Energy Corp. Common Shares Beninger, James Lawrence 5 12/09/2011 30 9 213,273 73

Open Range Energy Corp. Common Shares Beninger, James Lawrence 5 12/09/2011 30 9 44,044 207

Open Range Energy Corp. Common Shares Bland, James Francis 5 12/09/2011 30 9 135,438 73 Open Range Energy Corp. Common Shares Bland, James Francis 5 12/09/2011 30 9 40,544 207 Open Range Energy Corp. Common Shares Costigan, Gerald 5 12/09/2011 30 9 596,723 231 Open Range Energy Corp. Common Shares Costigan, Gerald 5 12/09/2011 30 9 45,051 207 Open Range Energy Corp. Common Shares Dawson, A. Scott 4, 5 12/09/2011 30 9 137,738 435 Open Range Energy Corp. Common Shares Faircloth, Ken 4 12/09/2011 30 9 92,811 152 Open Range Energy Corp. Common Shares Griffith, David Mark 5 12/09/2011 30 9 15,202 281 Open Range Energy Corp. Common Shares Jensen, Dean R. 4 12/09/2011 30 9 59,755 152 Open Range Energy Corp. Common Shares Michaluk, Lyle Dennis 5 12/09/2011 30 9 40,313 323 Open Range Energy Corp. Common Shares Mueller, John Alfred 5 12/09/2011 30 9 98,898 116 Open Range Energy Corp. Common Shares Mueller, John Alfred 5 12/09/2011 30 9 37,244 207 Open Range Energy Corp. Common Shares SETH, WAZIR, CHAND 4 12/09/2011 30 9 5,704 152 Open Range Energy Corp. Common Shares Verbuck, Robert Roman 5 12/09/2011 30 9 531 83

September 23, 2011 (2011) 34 OSCB 9905

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Open Range Energy Corp. Common Shares Winger, Harley Lewis 4 12/09/2011 30 9 700,353 166 Open Text Corporation Common Shares OTEX Jenkins, P. Thomas 4, 5 15/09/2011 51 14.1 1,196,840 300,000 Common Open Text Corporation Common Shares OTEX Jenkins, P. Thomas 4, 5 15/09/2011 51 16.92 1,296,840 100,000 Common Open Text Corporation Options All OTEX Option Jenkins, P. Thomas 4, 5 15/09/2011 51 14.1 450,000 -300,000 Plans Open Text Corporation Options All OTEX Option Jenkins, P. Thomas 4, 5 15/09/2011 51 16.92 350,000 -100,000 Plans Oro Mining Ltd. (formerly Common Shares Bahrey, Darren Greg 4, 5 14/09/2011 10 0.28 2,173,006 53,500 known as Oro Gold Resources Ltd.) Orocan Resource Corp. Common Shares Chris, Bogart 4 12/09/2011 10 0.13 22,000 10,000 OSI Geospatial Inc. Common Shares North Sound Capital, LLC 3 13/09/2011 11 0.072 1,483,431 -164,332 OSI Geospatial Inc. Common Shares North Sound Capital, LLC 3 13/09/2011 11 0.072 9,137,528 -1,889,820 Overlord Capital Ltd. Common Shares Leishman, David 4 04/07/2011 00 500,000 Overlord Capital Ltd. Options Leishman, David 4 04/07/2011 00 100,000 Pace Oil & Gas Ltd. Common Shares Kalmakoff, Chadwick 5 09/09/2011 30 5.59 34,277 576 Pace Oil & Gas Ltd. Common Shares Moslow, Thomas F. 5 09/09/2011 30 5.59 40,175 335 Pace Oil & Gas Ltd. Common Shares Saizew, Martin 5 09/09/2011 30 5.59 42,924 604 Pace Oil & Gas Ltd. Common Shares Stripling, Judith Ann 5 09/09/2011 30 5.59 161,802 751 Pace Oil & Gas Ltd. Common Shares Weldon, Andrew Dale 5 09/09/2011 30 5.59 110,413 577 Pace Oil & Gas Ltd. Common Shares Woods, Frederick 4, 5 09/09/2011 30 5.59 190,586 899 PACIFIC & WESTERN Common Shares 340268 Ontario Limited 3 15/09/2011 10 1.8 3,578,267 3,400 CREDIT CORP. PACIFIC & WESTERN Common Shares Kristo, Nikola 7, 5 15/09/2011 10 3,000 2,500 CREDIT CORP. PACIFIC & WESTERN Common Shares Kristo, Nikola 7, 5 15/09/2011 10 0 -2,500 CREDIT CORP. Pacific Rubiales Energy Common Shares Iacono, Serafino 4 15/09/2011 51 4.7 89,000 50,000 Corp. Pacific Rubiales Energy Common Shares Iacono, Serafino 4 15/09/2011 10 25.11 87,900 -1,100 Corp. Pacific Rubiales Energy Common Shares Iacono, Serafino 4 15/09/2011 10 25.08 84,100 -3,800 Corp. Pacific Rubiales Energy Common Shares Iacono, Serafino 4 15/09/2011 10 25.05 82,300 -1,800 Corp. Pacific Rubiales Energy Common Shares Iacono, Serafino 4 15/09/2011 10 25.06 79,600 -2,700 Corp. Pacific Rubiales Energy Common Shares Iacono, Serafino 4 15/09/2011 10 25.04 74,000 -5,600 Corp. Pacific Rubiales Energy Common Shares Iacono, Serafino 4 15/09/2011 10 25 55,000 -19,000 Corp. Pacific Rubiales Energy Common Shares Iacono, Serafino 4 15/09/2011 10 25.01 43,000 -12,000 Corp. Pacific Rubiales Energy Common Shares Iacono, Serafino 4 15/09/2011 10 25.02 39,000 -4,000 Corp. Pacific Rubiales Energy Options Iacono, Serafino 4 15/09/2011 51 4.7 3,802,452 -50,000 Corp. Paladin Energy Ltd. Common Shares Swaby, Gillian 5 08/09/2011 10 1.81 2,034,655 -755,000 Paladin Energy Ltd. Common Shares Swaby, Gillian 5 08/09/2011 10 1.82 750,000 -33,000 Paladin Labs Inc. Common Shares Freeman, Michael 5 09/09/2011 10 34.3 5,041 400 Paladin Labs Inc. Common Shares Freeman, Michael 5 09/09/2011 10 35.12 5,641 600 Paramount Resources Ltd. Common Shares Class A Claugus, Thomas Eugene 3, 4 08/09/2011 10 33.48 200,400 -200

Paramount Resources Ltd. Common Shares Class A Claugus, Thomas Eugene 3, 4 09/09/2011 10 31.74 200,100 -300

Paramount Resources Ltd. Common Shares Class A Claugus, Thomas Eugene 3, 4 08/09/2011 10 33.48 1,595,700 -1,800

Paramount Resources Ltd. Common Shares Class A Claugus, Thomas Eugene 3, 4 09/09/2011 10 31.74 1,593,700 -2,000

Paramount Resources Ltd. Common Shares Class A Claugus, Thomas Eugene 3, 4 08/09/2011 10 33.48 1,863,700 -2,100

Paramount Resources Ltd. Common Shares Class A Claugus, Thomas Eugene 3, 4 09/09/2011 10 31.74 1,861,400 -2,300

Paramount Resources Ltd. Common Shares Class A Claugus, Thomas Eugene 3, 4 08/09/2011 10 33.48 4,460,600 -5,000

Paramount Resources Ltd. Common Shares Class A Claugus, Thomas Eugene 3, 4 09/09/2011 10 31.74 4,455,000 -5,600

Paramount Resources Ltd. Common Shares Class A Claugus, Thomas Eugene 3, 4 09/09/2011 10 31.74 19,800 -100

Paramount Resources Ltd. Common Shares Class A Claugus, Thomas Eugene 3, 4 08/09/2011 10 33.48 433,900 -500

September 23, 2011 (2011) 34 OSCB 9906

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Paramount Resources Ltd. Common Shares Class A Claugus, Thomas Eugene 3, 4 09/09/2011 10 31.74 433,400 -500

Passport Potash Inc. Common Shares Frost, Phillip 3 16/09/2011 10 0.44 17,774,500 21,000 Passport Potash Inc. Common Shares Frost, Phillip 3 16/09/2011 10 0.45 17,818,500 44,000 Passport Potash Inc. Common Shares Frost, Phillip 3 16/09/2011 10 0.465 17,828,500 10,000 Patheon Inc. Options New, Rebecca Holland 5 15/08/2011 00 Patheon Inc. Options New, Rebecca Holland 5 14/09/2011 50 1.54 250,000 250,000 Pathfinder Convertible Trust Units Pathfinder Convertible 1 09/09/2011 38 11.48 3,821,114 900 Debenture Fund Debenture Fund Pathfinder Convertible Trust Units Pathfinder Convertible 1 12/09/2011 38 11.63 3,822,314 1,200 Debenture Fund Debenture Fund Pele Mountain Resources Common Shares Payne, Roger 5 31/07/2011 00 20,000 Inc. Pele Mountain Resources Options Payne, Roger 5 31/07/2011 00 Inc. Pele Mountain Resources Options Payne, Roger 5 13/09/2011 50 200,000 200,000 Inc. Pele Mountain Resources Common Shares Shefsky, Alan Lawrence 4, 5 16/01/2003 00 Inc. Pele Mountain Resources Common Shares Shefsky, Alan Lawrence 4, 5 13/09/2011 10 0.22 350,000 350,000 Inc. Pele Mountain Resources Common Shares Shefsky, Alan Lawrence 4, 5 13/09/2011 10 0.22 1,989,500 -350,000 Inc. Pele Mountain Resources Options Shefsky, Alan Lawrence 4, 5 16/01/2003 00 Inc. Pele Mountain Resources Options Shefsky, Alan Lawrence 4, 5 16/01/2003 00 990,000 Inc. Pembina Pipeline Common Shares Watkinson, Donald James 5 13/09/2011 10 24.59 17,380 300 Corporation Pembina Pipeline Common Shares Watkinson, Donald James 5 13/09/2011 10 24.6 17,580 200 Corporation Pembina Pipeline Common Shares Watkinson, Donald James 5 13/09/2011 10 24.61 21,780 4,200 Corporation Pembina Pipeline Common Shares Watkinson, Donald James 5 13/09/2011 10 24.62 22,280 500 Corporation Pembina Pipeline Common Shares Watkinson, Donald James 5 13/09/2011 10 24.65 23,680 1,400 Corporation Pembina Pipeline Common Shares Watkinson, Donald James 5 13/09/2011 10 24.67 23,880 200 Corporation Pembina Pipeline Common Shares Watkinson, Donald James 5 13/09/2011 10 24.68 24,080 200 Corporation Peregrine Metals Ltd. Common Shares Carter, Alan 4 12/09/2011 54 2 990,000 5,000 Peregrine Metals Ltd. Warrants Carter, Alan 4 12/09/2011 54 2 0 -5,000 Peregrine Metals Ltd. Common Shares Friedland, Eric 3, 4, 5 12/09/2011 54 2 14,593,300 50,000 Peregrine Metals Ltd. Warrants Friedland, Eric 3, 4, 5 12/09/2011 54 2 0 -50,000 Peregrine Metals Ltd. Common Shares Russell, Charles J.G. 4 09/09/2011 10 2.4 3,000 -7,000 Peregrine Metals Ltd. Common Shares Russell, Charles J.G. 4 09/09/2011 10 2.41 2,100 -900 Peregrine Metals Ltd. Common Shares Russell, Charles J.G. 4 09/09/2011 10 2.42 0 -2,100 Peregrine Metals Ltd. Common Shares Russell, Charles J.G. 4 12/09/2011 51 0.5 150,000 150,000 Peregrine Metals Ltd. Common Shares Russell, Charles J.G. 4 12/09/2011 54 2 155,000 5,000 Peregrine Metals Ltd. Options Russell, Charles J.G. 4 12/09/2011 51 300,000 -150,000 Peregrine Metals Ltd. Warrants Russell, Charles J.G. 4 12/09/2011 54 2 0 -5,000 Peregrine Metals Ltd. Common Shares Westerlund, Michael J. 5 12/09/2011 54 2 15,000 5,000 Peregrine Metals Ltd. Warrants Westerlund, Michael J. 5 12/09/2011 54 2 0 -5,000 Perpetual Energy Inc. Common Shares Perpetual Energy Inc. 1 30/06/2011 10 3.3713 592,600 575,500 Perpetual Energy Inc. Common Shares Perpetual Energy Inc. 1 30/06/2011 38 43,600 -549,000 Perpetual Energy Inc. Common Shares Perpetual Energy Inc. 1 11/07/2011 10 3.1464 309,800 266,200 Perpetual Energy Inc. Common Shares Perpetual Energy Inc. 1 29/07/2011 38 0 -309,800 Perpetual Energy Inc. Common Shares Riddell Rose, Susan 4, 5 13/09/2011 10 2.45 937,200 42,200 Perpetual Energy Inc. Common Shares Riddell Rose, Susan 4, 5 13/09/2011 10 2.44 945,000 7,800 Perpetual Energy Inc. Common Shares Riddell Rose, Susan 4, 5 13/09/2011 10 2.45 995,000 50,000 Perpetual Energy Inc. Common Shares Riddell Rose, Susan 4, 5 14/09/2011 10 2.45 42,200 Perpetual Energy Inc. Common Shares Riddell Rose, Susan 4, 5 14/09/2011 10 2.44 7,800 Perpetual Energy Inc. Common Shares Riddell Rose, Susan 4, 5 14/09/2011 10 2.45 50,000 Perpetual Energy Inc. Common Shares Riddell, Clayton H. 3, 4 06/09/2011 10 2.6858 2,030,482 500,000 Perpetual Energy Inc. Common Shares Riddell, Clayton H. 3, 4 06/09/2011 10 2.6858 500,000 Petaquilla Minerals Ltd. Common Shares Petaquilla Minerals Ltd. 1 09/09/2011 10 0.79 449,200 20,000 Pethealth Inc. Common Shares Atkins, David Hedley 4 13/09/2011 90 7,500 -12,900 Pethealth Inc. Common Shares Atkins, David Hedley 4 13/09/2011 90 16,900 12,900 Petrolympic Ltd. Common Shares Ekstein, Brocha 3 07/09/2011 10 0.165 12,968,707 2,500 Petrolympic Ltd. Common Shares Ekstein, Brocha 3 08/09/2011 10 0.165 12,971,207 2,500 Petrolympic Ltd. Common Shares Ekstein, Brocha 3 09/09/2011 10 0.16 12,976,707 5,500 Petrolympic Ltd. Common Shares Ekstein, Brocha 3 12/09/2011 10 0.168 12,979,707 3,000

September 23, 2011 (2011) 34 OSCB 9907

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed PETROMAGDALENA Common Shares Vernon, Gregg Kingsley 5 12/09/2011 10 0.936 53,000 ENERGY CORP. PETROMAGDALENA Common Shares Vernon, Gregg Kingsley 5 12/09/2011 10 0.92 53,621 16,000 ENERGY CORP. PETROMAGDALENA Common Shares Vernon, Gregg Kingsley 5 12/09/2011 10 0.94 79,621 26,000 ENERGY CORP. PETROMAGDALENA Common Shares Vernon, Gregg Kingsley 5 12/09/2011 10 0.95 90,621 11,000 ENERGY CORP. Peyto Exploration & Common Shares Braund, Rick 4 14/09/2011 10 20.35 1,063,126 -1,400 Development Corp. PFB Corporation Common Shares Hardy, Stephen Paul 5 12/09/2011 10 5.2 4,600 600 PFB Corporation Common Shares Hardy, Stephen Paul 5 16/09/2011 10 5.2 4,700 100 Pizza Pizza Royalty Income Trust Units Reid, Terence C. W. 4 09/09/2011 10 8.49 15,463 1,000 Fund PJX Resources Inc. Common Shares Clare, James 5 29/06/2011 00 PJX Resources Inc. Common Shares Clare, James 5 09/09/2011 15 25,000 25,000 PJX Resources Inc. Options Clare, James 5 29/06/2011 00 PJX Resources Inc. Common Shares Pearson, Kent 4 09/09/2011 00 25,000 Platinum Communications Common Shares Cargo, Ronald James 3, 4 15/09/2011 10 0.05 9,445,683 42,000 Corporation Posera-HDX Inc. (formerly Options Fornazzari, Paul 4 14/09/2011 50 0.28 229,526 77,446 Hosted Data Transaction Solutions Inc.) Posera-HDX Inc. (formerly Options Mills, Kevin Nathaniel 5 14/09/2011 50 0.28 46,937 Hosted Data Transaction Solutions Inc.) Posera-HDX Inc. (formerly Options Mills, Kevin Nathaniel 5 14/09/2011 50 0.28 371,937 46,937 Hosted Data Transaction Solutions Inc.) Posera-HDX Inc. (formerly Options Owen, Loudon 4 14/09/2011 50 0.28 290,092 144,332 Hosted Data Transaction Solutions Inc.) Posera-HDX Inc. (formerly Options PLADSEN, THOMAS 4 14/09/2011 50 0.28 294,179 77,446 Hosted Data Transaction JOHN Solutions Inc.) Potash Corporation of Common Shares Sirois, Denis A. 5 16/09/2011 51 5.55 226,900 70,000 Saskatchewan Inc. Potash Corporation of Options Employee Stock Sirois, Denis A. 5 16/09/2011 51 5.55 628,140 -70,000 Saskatchewan Inc. Options Poynt Corporation (formerly Options Banerjee, Anupam 5 01/09/2011 00 300,000 Multiplied Media Corporation) Poynt Corporation (formerly Options Davison, Jeffrey Robert 5 01/09/2011 00 625,000 Multiplied Media Michael Corporation) Preo Software Inc. Common Shares Cabigon, Michael 4 15/09/2011 10 0.15 50,200 50,000 Primary Corp. Warrants Allan, Barry 4 14/09/2011 10 0.25 143,589 13,000 Primary Corp. Common Shares Gluskin, David 7 30/06/2011 00 Primary Corp. Common Shares Gluskin, David 7 12/09/2011 10 5.85 700 700 Primary Corp. Common Shares Gluskin, David 7 14/09/2011 10 5.9 25,000 10,000 Primary Energy Recycling Common Shares Kingstown Capital 3 01/09/2011 90 760,190 -325,000 Corporation Management LP Primary Energy Recycling Common Shares Kingstown Capital 3 15/09/2011 10 3.904 871,539 111,349 Corporation Management LP Primary Energy Recycling Common Shares Kingstown Capital 3 01/09/2011 90 513,091 180,000 Corporation Management LP Primary Energy Recycling Common Shares Kingstown Capital 3 15/09/2011 10 3.904 551,319 38,228 Corporation Management LP Primary Energy Recycling Common Shares Kingstown Capital 3 01/09/2011 90 3,823,549 140,000 Corporation Management LP Primary Energy Recycling Common Shares Kingstown Capital 3 15/09/2011 10 3.904 4,116,531 292,982 Corporation Management LP Primary Energy Recycling Common Shares Kingstown Capital 3 01/09/2011 90 336,741 5,000 Corporation Management LP Primary Energy Recycling Common Shares Kingstown Capital 3 15/09/2011 10 3.904 360,611 23,870 Corporation Management LP Prism Medical Ltd. Common Shares Spinks, Jeffrey 4 06/09/2011 10 4.55 23,000 1,000 Prism Medical Ltd. Common Shares Spinks, Jeffrey 4 07/09/2011 10 4.55 24,000 1,000 Prism Medical Ltd. Common Shares Spinks, Jeffrey 4 14/09/2011 10 4.55 25,000 1,000 Probe Mines Limited Common Shares Inwentash, Sheldon 6 09/09/2011 10 1.65 4,895,200 -4,800 Probe Mines Limited Common Shares Inwentash, Sheldon 6 13/09/2011 10 1.5354 4,751,500 -143,700 Probe Mines Limited Common Shares Inwentash, Sheldon 6 14/09/2011 10 1.5 4,700,000 -51,500 Probe Mines Limited Common Shares Pinetree Capital Ltd. 3 08/09/2011 10 1.65 4,900,000 -41,900 Probe Mines Limited Common Shares Pinetree Capital Ltd. 3 09/09/2011 10 1.65 4,895,200 -4,800

September 23, 2011 (2011) 34 OSCB 9908

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Probe Mines Limited Common Shares Pinetree Capital Ltd. 3 13/09/2011 10 1.5354 4,751,500 -143,700 Probe Mines Limited Common Shares Pinetree Capital Ltd. 3 14/09/2011 10 1.5 4,700,000 -51,500 Progress Energy Resources Common Shares Crone, Howard James 4 14/09/2011 47 12.71 718,943 -2,750 Corp. (formerly ProEx Energy Ltd.) Progress Energy Resources Common Shares Horbachewski, Neil 5 01/09/2011 00 Corp. (formerly ProEx Energy Ltd.) Progress Energy Resources Common Shares Horbachewski, Neil 5 01/09/2011 00 79,011 Corp. (formerly ProEx Energy Ltd.) Progress Energy Resources Options Horbachewski, Neil 5 01/09/2011 00 160,000 Corp. (formerly ProEx Energy Ltd.) Progress Energy Resources Options Share Unit Award Horbachewski, Neil 5 01/09/2011 00 10,400 Corp. (formerly ProEx Energy Ltd.) Progress Energy Resources Common Shares Vorobiev, Maxim 5 01/09/2011 00 80,090 Corp. (formerly ProEx Energy Ltd.) Progress Energy Resources Options Vorobiev, Maxim 5 01/09/2011 00 150,000 Corp. (formerly ProEx Energy Ltd.) Progress Energy Resources Options Share Unit Award Vorobiev, Maxim 5 01/09/2011 00 10,400 Corp. (formerly ProEx Energy Ltd.) Prophecy Coal Corp. Options Langlois, Patrick 5 07/09/2011 00 300,000 Puma Exploration Inc. Common Shares Robillard, Marcel 5 09/09/2011 10 0.225 634,000 15,000 Puma Exploration Inc. Common Shares Robillard, Marcel 5 12/09/2011 10 0.225 817,500 15,000 Puma Exploration Inc. Common Shares Robillard, Marcel 5 14/09/2011 10 0.225 826,500 9,000 Puma Exploration Inc. Common Shares Robillard, Marcel 5 15/09/2011 10 0.22 836,500 10,000 Puma Exploration Inc. Common Shares Robillard, Marcel 5 16/09/2011 10 0.215 846,500 10,000 QRS Capital Corp. Options Sorger, Daniel 4 31/08/2011 00 100,000 Quantitative Alpha Trading Common Shares Perrault, Nikolas 7 09/09/2011 11 0.1 1,580,689 23,000 Inc. (formerly RTN Stealth Software Inc) Ram Power, Corp. Common Shares Sinclair, Alistair Murray 3, 4, 5 14/09/2011 10 0.3482 9,262,287 384,000 Ram Power, Corp. Common Shares Sinclair, Alistair Murray 3, 4, 5 15/09/2011 10 0.3445 9,878,287 616,000 Ram Power, Corp. Common Shares Sinclair, Alistair Murray 3, 4, 5 15/09/2011 10 0.32 10,378,287 500,000 Red Mile Minerals Corp. Common Shares Hickey, John Vincent 4, 5 09/09/2011 10 0.09 716,000 32,000 Redline Communications Common Shares Kramer, David 3 13/09/2011 10 0.56 341,000 3,000 Group Inc. Redline Communications Common Shares Kramer, David 3 15/09/2011 10 0.55 353,500 12,500 Group Inc. RedWater Energy Corp. Common Shares Francis, Kyle William 4, 5 16/09/2011 10 0.37 834,244 25,000 Douglas Regal Resources Inc. Common Shares McKay, Sean Alexander 5 13/09/2011 10 0.34 70,500 -18,000 REIT INDEXPLUS Income Trust Units REIT Indexplus Income 1 09/09/2011 38 11.06 417,800 4,000 Fund Fund REIT INDEXPLUS Income Trust Units REIT Indexplus Income 1 12/09/2011 38 11.09 422,000 4,200 Fund Fund REIT INDEXPLUS Income Trust Units REIT Indexplus Income 1 13/09/2011 38 10.99 429,300 7,300 Fund Fund REIT INDEXPLUS Income Trust Units REIT Indexplus Income 1 14/09/2011 38 10.85 436,700 7,400 Fund Fund REIT INDEXPLUS Income Trust Units REIT Indexplus Income 1 15/09/2011 38 10.8 443,300 6,600 Fund Fund Reitmans (Canada) Limited Non-Voting Shares Taschereau, Isabelle 5 08/09/2011 51 12.225 25,600 100

Reitmans (Canada) Limited Non-Voting Shares Taschereau, Isabelle 5 08/09/2011 10 14.75 25,500 -100

Reitmans (Canada) Limited Non-Voting Shares Taschereau, Isabelle 5 09/09/2011 51 12.225 25,700 200

Reitmans (Canada) Limited Non-Voting Shares Taschereau, Isabelle 5 09/09/2011 10 14.7 25,500 -200

Reitmans (Canada) Limited Options Class A non- Taschereau, Isabelle 5 08/09/2011 51 12.225 96,100 -100 voting Reitmans (Canada) Limited Options Class A non- Taschereau, Isabelle 5 09/09/2011 51 12.225 95,900 -200 voting Renegade Petroleum Ltd. Common Shares Elliott International Capital 3 09/09/2011 10 2.658 7,391,280 3,900 Advisors Inc. Renegade Petroleum Ltd. Common Shares Singer, Paul Elliott 3 09/09/2011 10 2.658 4,927,520 2,600

September 23, 2011 (2011) 34 OSCB 9909

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Richards Packaging Income Trust Units Di Gennaro, Enzio 5 14/09/2011 10 7.52 28,300 400 Fund Richards Packaging Income Trust Units Glynn, Gerard Walter 3, 4, 7 14/09/2011 10 7.52 1,515,976 7,500 Fund Richards Packaging Income Trust Units Glynn, Gerard Walter 3, 4, 7 14/09/2011 10 7.52 337,158 -7,500 Fund Richelieu Hardware Ltd. Common Shares Dion, Christian 5 15/09/2011 30 25.8 668 15 Richelieu Hardware Ltd. Common Shares Grenier, Guy 5 15/09/2011 30 25.8 33,804 56 Richelieu Hardware Ltd. Common Shares Guindon, Normand 5 15/09/2011 30 25.8 19,319 130 Richelieu Hardware Ltd. Common Shares Ladouceur, Christian 5 15/09/2011 30 25.8 141 37 Richelieu Hardware Ltd. Common Shares Lord, Richard 4, 5 15/09/2011 30 25.8 1,409,821 74 Richelieu Hardware Ltd. Common Shares Quevillon, Geneviève 5 15/09/2011 30 25.8 1,409 28 Richmont Mines Inc. Common Shares VEZINA, Raynald 4 09/09/2011 10 11.89 23,000 -900 RIOCAN REAL ESTATE Options Waks, Frederic Allen 5 12/09/2011 51 19.35 1,250,000 -50,000 INVESTMENT TRUST RIOCAN REAL ESTATE Options Waks, Frederic Allen 5 12/09/2011 51 19.06 1,200,000 -50,000 INVESTMENT TRUST RIOCAN REAL ESTATE Trust Units Waks, Frederic Allen 5 07/09/2011 10 25.35 152,854 -50,000 INVESTMENT TRUST RIOCAN REAL ESTATE Trust Units Waks, Frederic Allen 5 08/09/2011 10 25.35 102,854 -50,000 INVESTMENT TRUST RIOCAN REAL ESTATE Trust Units Waks, Frederic Allen 5 12/09/2011 51 19.35 152,854 50,000 INVESTMENT TRUST RIOCAN REAL ESTATE Trust Units Waks, Frederic Allen 5 12/09/2011 51 19.06 202,854 50,000 INVESTMENT TRUST RIOCAN REAL ESTATE Trust Units Winograd, Charles 4 27/05/2009 00 INVESTMENT TRUST RIOCAN REAL ESTATE Trust Units Winograd, Charles 4 14/09/2011 10 25.72 10,000 10,000 INVESTMENT TRUST Ritchie Bros. Auctioneers Options Hinkelman, Curt 5 15/09/2011 59 22.15 157,850 -2,500 Incorporated Riverside Resources Inc. Options Clare, James 4 06/01/2011 00 Riverside Resources Inc. Options Clare, James 4 06/01/2011 00 200,000 Riverside Resources Inc. Options Clare, James 4 08/09/2011 50 0.94 250,000 50,000 Riverside Resources Inc. Options Lee, William 4 08/09/2011 50 0.94 150,000 75,000 Riverside Resources Inc. Options Staude, John-Mark Gardner 5 08/09/2011 50 0.94 725,000 150,000

Rockcliff Resources Inc. Common Shares Mullaney, Raymond 3 13/09/2011 10 0.16 8,284,500 -60,000 Rockcliff Resources Inc. Common Shares Mullaney, Raymond 3 13/09/2011 10 0.16 8,324,500 40,000 Rockcliff Resources Inc. Common Shares Mullaney, Raymond 3 14/09/2011 10 0.17 8,307,000 -17,500 Rockcliff Resources Inc. Common Shares Mullaney, Raymond 3 14/09/2011 10 0.17 8,332,000 25,000 Rockcliff Resources Inc. Common Shares Mullaney, Raymond 3 16/09/2011 10 0.15 8,202,000 -130,000 Rockcliff Resources Inc. Common Shares Mullaney, Raymond 3 16/09/2011 10 0.15 8,352,000 150,000 Rockex Mining Corporation Common Shares Sheldon, Donald A. 4 12/09/2011 10 0.41 150,000 -75,000 (formerly Enviropave International Ltd.)

Rockex Mining Corporation Common Shares Sheldon, Donald A. 4 12/09/2011 10 0.41 460,000 175,000 (formerly Enviropave International Ltd.)

Rockex Mining Corporation Common Shares Sheldon, Donald A. 4 12/09/2011 10 0.41 200,000 -100,000 (formerly Enviropave International Ltd.)

Rockland Minerals Corp. Common Shares Consolidated International 3 08/09/2011 10 0.13 450,000 -84,785 Investment Holdings Inc.

Rockland Minerals Corp. Common Shares Loree, Bryan 4, 5 13/09/2011 10 0.12 1,058,500 1,000 Rockland Minerals Corp. Common Shares Loree, Bryan 4, 5 14/09/2011 10 0.105 1,059,500 1,000 Rockland Minerals Corp. Common Shares Loree, Bryan 4, 5 14/09/2011 10 0.11 1,060,000 500 Rockland Minerals Corp. Common Shares Mlait, Ravinder 4, 5 13/09/2011 10 0.12 1,110,500 500 Rockland Minerals Corp. Common Shares Mlait, Ravinder 4, 5 14/09/2011 10 0.115 1,111,000 500 Rockland Minerals Corp. Common Shares Mlait, Ravinder 4, 5 14/09/2011 10 0.12 1,111,500 500 Rogers Communications Inc. Options Linton, William 5 14/09/2011 38 -56,250

Rogers Communications Inc. Options Linton, William 5 14/09/2011 38 -56,250

Rogers Communications Inc. Stock Appreciation Rights Linton, William 5 14/09/2011 59 16.142 -56,250

RONA inc. Common Shares Boies, Dominique 5 12/09/2011 00 110 RONA inc. Common Shares Boies, Dominique 5 12/09/2011 00 190

September 23, 2011 (2011) 34 OSCB 9910

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed RONA inc. Common Shares Boies, Dominique 5 15/09/2011 10 9.9477 5,000 4,810 RONA inc. Common Shares Hébert, Jean-Guy 4 15/09/2011 10 9.919 68,200 25,000 RONA inc. Common Shares Hébert, Jean-Guy 4 15/09/2011 10 9.9467 168,965 100,000 RONA inc. Common Shares Hébert, Jean-Guy 4 15/09/2011 10 9.939 168,496 25,000 RONA inc. Common Shares Meunier, Jean-Luc 5 16/09/2011 10 9.9757 5,600 2,100 Royal Bank of Canada Common Shares Hearn, Timothy James 4 08/09/2011 10 48.923 1,200 400 Royal Bank of Canada Common Shares Hearn, Timothy James 4 08/09/2011 10 48.923 31,522 5,000 Royal Bank of Canada Common Shares Hearn, Timothy James 4 12/09/2011 10 46.27 33,222 1,700 Royal Bank of Canada Common Shares Hearn, Timothy James 4 12/09/2011 10 46 33,722 500 Royal Bank of Canada Common Shares Hearn, Timothy James 4 13/09/2011 10 46.5 35,022 1,300 Royal Bank of Canada Common Shares Taylor, Kathleen 4 17/03/2011 51 24.68 1,000 1,000 Royal Bank of Canada Common Shares Taylor, Kathleen 4 24/03/2011 47 24.68 0 -1,000 Royal Bank of Canada Common Shares Taylor, Kathleen 4 12/09/2011 51 24.68 1,000 Royal Bank of Canada Common Shares Taylor, Kathleen 4 12/09/2011 51 24.68 1,000 1,000 Royal Bank of Canada Common Shares Taylor, Kathleen 4 17/03/2011 51 24.68 1,000 Royal Bank of Canada Common Shares Taylor, Kathleen 4 17/03/2011 47 24.68 1,000 Royal Bank of Canada Common Shares Taylor, Kathleen 4 17/03/2011 51 24.68 1,000 Royal Bank of Canada Common Shares Taylor, Kathleen 4 17/03/2011 47 2,400 1,000 Royal Bank of Canada Common Shares Taylor, Kathleen 4 17/03/2011 51 24.68 1,000 Royal Bank of Canada Common Shares Taylor, Kathleen 4 24/03/2011 47 24.68 -1,000 Royal Bank of Canada Options Taylor, Kathleen 4 12/09/2011 51 24.68 -1,000 Royal Bank of Canada Options Taylor, Kathleen 4 12/09/2011 51 24.68 0 -1,000 Rupert Resources Ltd. Common Shares Brimacombe, Alan Douglas 3 12/09/2011 10 0.175 6,009,300 15,000

Russel Metals Inc. Rights Deferred Share Benedetti, Alain 4 15/09/2011 56 10,421 140 Units (cash settled) Russel Metals Inc. Rights Restricted Share Britton, Marion Eleanor 5 15/09/2011 56 77,655 1,046 Units (cash settled) Russel Metals Inc. Rights Deferred Share Dinning, James Francis 4 15/09/2011 56 10,927 147 Units (cash settled) Russel Metals Inc. Rights Deferred Share Fiora, Carl 4 15/09/2011 56 10,927 147 Units (cash settled) Russel Metals Inc. Rights Deferred Share Griffiths, Anthony Frear 4 15/09/2011 56 10,927 147 Units (cash settled) Russel Metals Inc. Rights Restricted Share Hedges, Brian Robie 5 15/09/2011 56 159,965 2,154 Units (cash settled) Russel Metals Inc. Rights Deferred Share Laberge, Alice D. 4 15/09/2011 56 5,866 79 Units (cash settled) Russel Metals Inc. Rights Deferred Share Lachapelle, Lise 4 15/09/2011 56 10,927 147 Units (cash settled) Russel Metals Inc. Rights Deferred Share O'Reilly, William Michael 5 15/09/2011 56 4,316 58 Units (cash settled) Russel Metals Inc. Rights Deferred Share Robinson, John Wayne 4 15/09/2011 56 10,927 147 Units (cash settled) Rye Patch Gold Corp. Options Mohan, Alnesh 5 12/09/2011 00 Rye Patch Gold Corp. Options Mohan, Alnesh 5 12/09/2011 50 100,000 100,000 Sabina Gold & Silver Corp. Common Shares Dundee Corporation 3 07/09/2011 10 4.92 24,264,400 350,000 Salida Wealth Preservation Trust Units Trenholm, Brian 7 24/06/2011 10 9.1 500 (Listed) Fund Salida Wealth Preservation Trust Units Trenholm, Brian 7 24/06/2011 10 9.1 500 500 (Listed) Fund Salida Wealth Preservation Trust Units Trenholm, Brian 7 24/06/2011 00 (Listed) Fund Salida Wealth Preservation Trust Units Trenholm, Brian 7 08/09/2011 10 8.8037 5,600 5,100 (Listed) Fund Salida Wealth Preservation Trust Units Trenholm, Brian 7 09/09/2011 10 8.8127 6,700 1,100 (Listed) Fund Salida Wealth Preservation Trust Units Trenholm, Brian 7 12/09/2011 10 8.7 10,700 4,000 (Listed) Fund Sandvine Corporation Common Shares Caputo, David 4 09/09/2011 30 1.64 32,629 911 Sandvine Corporation Common Shares Donnelly, Tom 5 09/09/2011 30 1.64 1,563 228 Sandvine Corporation Common Shares Hamilton, Scott 4 09/09/2011 30 1.64 12,306 320 Sandvine Corporation Common Shares Verhoeve, Michael 5 09/09/2011 30 1.64 8,688 224 Savanna Energy Services Common Shares MULLEN, Kenneth Brandon 4, 5 13/09/2011 10 7.65 26,400 5,000 Corp. Savaria Corporation Common Shares Savaria Corporation 1 01/09/2011 38 1.45 1,000 Savaria Corporation Common Shares Savaria Corporation 1 01/09/2011 38 1.447 1,000 1,000 Savaria Corporation Common Shares Savaria Corporation 1 12/09/2011 38 1.4 2,000 1,000 SCITI Trust Warrants McChesney, Brian David 4, 5 15/09/2011 55 0 -2,600 SCITI Trust Warrants McChesney, Brian David 4, 5 15/09/2011 55 0 -21,476 SCITI Trust Warrants Ross, John Nicholas 4 15/09/2011 55 0 -1,642 SCITI Trust Warrants Ross, John Nicholas 4 15/09/2011 55 0 -1,785 SCITI Trust Warrants Ross, John Nicholas 4 15/09/2011 55 0 -1,700 SCITI Trust Warrants Ross, John Nicholas 4 15/09/2011 55 0 -3,574

September 23, 2011 (2011) 34 OSCB 9911

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed SCITI Trust Warrants Ross, John Nicholas 4 15/09/2011 55 0 -3,800 Search Minerals Inc. Common Shares Patterson, James Matthew 4 08/09/2011 10 0.4 92,000 7,000

Search Minerals Inc. Common Shares Patterson, James Matthew 4 12/09/2011 10 0.39 100,000 8,000

Seaview Energy Inc. Common Shares Class A Francis, Bruce 4 06/09/2011 10 0.6 83,507 50,000 Shares Secure Energy Services Inc. Common Shares Amirault, Rene 3, 4, 5 15/09/2011 30 7.5 7,286 515 Employee Share Ownership Plan Secure Energy Services Inc. Common Shares Gransch, Allen Peter 5 15/09/2011 30 7.5 4,342 210 Employee Share Ownership Plan Secure Energy Services Inc. Common Shares Myrheim, Karen Margaret 5 15/09/2011 30 7.5 4,445 211 Employee Share Ownership Plan Secure Energy Services Inc. Common Shares Perras, Gary Gaetan 5 15/09/2011 30 7.5 4,863 211 Employee Share Ownership Plan Secure Energy Services Inc. Common Shares Steinke, Daniel 5 15/09/2011 30 7.5 4,412 241 Employee Share Ownership Plan Secure Energy Services Inc. Common Shares Wieler, Ronald Nicholas 5 15/09/2011 30 7.5 4,842 238 Employee Share Ownership Plan Serabi Mining plc Ordinary Shares Kingsman, Christopher 3 07/09/2011 10 0.295 11,448,500 95,000 David Serabi Mining plc Ordinary Shares Kingsman, Christopher 3 12/09/2011 10 0.31 11,500,000 51,500 David Serica Energy PLC Common Shares Flegg, Mitchell Robert 5 13/09/2011 10 0.205 40,576 1,830 Serica Energy PLC Common Shares Hearne, Christopher James 4, 5 13/09/2011 10 0.205 27,103 1,827

Serica Energy PLC Common Shares Sadler, Peter 5 13/09/2011 10 0.205 29,959 1,827 Shamrock Enterprises Inc. Common Shares Osinchuk, Gordon R. 4, 5 08/09/2011 10 0.29 1,130,500 5,000 SHAW COMMUNICATIONS Non-Voting Shares Class Shaw, Bradley 4, 5 30/08/2011 30 21.23 9,019 30 INC. "B" SHAW COMMUNICATIONS Non-Voting Shares Class Shaw, JR 3, 4, 5 30/08/2011 30 21.23 72,267 258 INC. "B" SHAW COMMUNICATIONS Non-Voting Shares Class Shaw, Julie 5 30/08/2011 30 21.23 2,639 9 INC. "B" ShawCor Ltd. Subordinate Voting Love, Gary Scott 5 15/09/2011 10 25.74 11,000 1,500 Shares Class A ShawCor Ltd. Subordinate Voting ShawCor Ltd 1 09/09/2011 10 24.692 9,400 9,400 Shares Class A ShawCor Ltd. Subordinate Voting ShawCor Ltd 1 09/09/2011 38 0 -9,400 Shares Class A ShawCor Ltd. Subordinate Voting ShawCor Ltd 1 12/09/2011 10 25 7,400 7,400 Shares Class A ShawCor Ltd. Subordinate Voting ShawCor Ltd 1 12/09/2011 38 0 -7,400 Shares Class A ShawCor Ltd. Subordinate Voting ShawCor Ltd 1 13/09/2011 10 25.25 27,000 27,000 Shares Class A ShawCor Ltd. Subordinate Voting ShawCor Ltd 1 13/09/2011 38 0 -27,000 Shares Class A Sheltered Oak Resources Common Shares Consolidated International 3 08/09/2011 10 0.05 900,000 -150,000 Corp. Investment Holdings Inc.

Sheltered Oak Resources Common Shares Consolidated International 3 14/09/2011 10 0.05 450,000 -450,000 Corp. Investment Holdings Inc.

Shield Gold Inc. Common Shares Ferguson, Paul Kenneth 4, 5 12/09/2011 10 0.096 874,714 2,000 Shoppers Drug Mart Common Shares Landry, Terrence William 5 13/09/2011 10 40.892 65,000 -10,000 Corporation SilverBirch Energy Common Shares Douglas, Kevin 3 07/09/2011 10 5.999 1,045,755 7,242 Corporation SilverBirch Energy Common Shares Douglas, Kevin 3 08/09/2011 10 5.982 1,048,747 2,992 Corporation SilverBirch Energy Common Shares Douglas, Kevin 3 09/09/2011 10 5.859 340 Corporation SilverBirch Energy Common Shares Douglas, Kevin 3 09/09/2011 10 5.859 1,048,764 17 Corporation SilverBirch Energy Common Shares Douglas, Kevin 3 12/09/2011 10 5.935 1,061,106 12,342 Corporation

September 23, 2011 (2011) 34 OSCB 9912

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed SilverBirch Energy Common Shares Douglas, Kevin 3 13/09/2011 10 5.997 1,061,208 102 Corporation SilverBirch Energy Common Shares Douglas, Kevin 3 14/09/2011 10 6.12 1,088,272 27,064 Corporation SilverBirch Energy Common Shares Douglas, Kevin 3 15/09/2011 10 6.134 1,094,613 6,341 Corporation SilverBirch Energy Common Shares Douglas, Kevin 3 16/09/2011 10 6.0775 2,278 Corporation SilverBirch Energy Common Shares Douglas, Kevin 3 16/09/2011 10 6.0775 2,278 Corporation SilverBirch Energy Common Shares Douglas, Kevin 3 16/09/2011 10 6.0775 1,096,891 2,278 Corporation SilverBirch Energy Common Shares Douglas, Kevin 3 07/09/2011 10 5.999 2,029,995 14,058 Corporation SilverBirch Energy Common Shares Douglas, Kevin 3 08/09/2011 10 5.982 2,035,803 5,808 Corporation SilverBirch Energy Common Shares Douglas, Kevin 3 09/09/2011 10 5.859 660 Corporation SilverBirch Energy Common Shares Douglas, Kevin 3 09/09/2011 10 5.859 2,035,836 33 Corporation SilverBirch Energy Common Shares Douglas, Kevin 3 12/09/2011 10 5.935 2,059,794 23,958 Corporation SilverBirch Energy Common Shares Douglas, Kevin 3 13/09/2011 10 5.997 2,059,992 198 Corporation SilverBirch Energy Common Shares Douglas, Kevin 3 14/09/2011 10 6.12 2,112,528 52,536 Corporation SilverBirch Energy Common Shares Douglas, Kevin 3 15/09/2011 10 6.134 2,124,837 12,309 Corporation SilverBirch Energy Common Shares Douglas, Kevin 3 16/09/2011 10 6.0775 2,129,259 4,422 Corporation SilverBirch Energy Common Shares Douglas, Kevin 3 07/09/2011 10 5.999 615,150 4,260 Corporation SilverBirch Energy Common Shares Douglas, Kevin 3 08/09/2011 10 5.982 616,910 1,760 Corporation SilverBirch Energy Common Shares Douglas, Kevin 3 09/09/2011 10 5.859 200 Corporation SilverBirch Energy Common Shares Douglas, Kevin 3 09/09/2011 10 5.859 616,920 10 Corporation SilverBirch Energy Common Shares Douglas, Kevin 3 12/09/2011 10 5.935 624,180 7,260 Corporation SilverBirch Energy Common Shares Douglas, Kevin 3 13/09/2011 10 5.997 624,240 60 Corporation SilverBirch Energy Common Shares Douglas, Kevin 3 14/09/2011 10 6.12 640,160 15,920 Corporation SilverBirch Energy Common Shares Douglas, Kevin 3 15/09/2011 10 6.134 643,890 3,730 Corporation SilverBirch Energy Common Shares Douglas, Kevin 3 16/09/2011 10 6.0775 645,230 1,340 Corporation SilverBirch Energy Common Shares Douglas, Kevin 3 07/09/2011 10 5.999 2,460,600 17,040 Corporation SilverBirch Energy Common Shares Douglas, Kevin 3 08/09/2011 10 5.982 2,467,640 7,040 Corporation SilverBirch Energy Common Shares Douglas, Kevin 3 09/09/2011 10 5.859 800 Corporation SilverBirch Energy Common Shares Douglas, Kevin 3 09/09/2011 10 5.859 2,467,680 40 Corporation SilverBirch Energy Common Shares Douglas, Kevin 3 12/09/2011 10 5.935 2,496,720 29,040 Corporation SilverBirch Energy Common Shares Douglas, Kevin 3 13/09/2011 10 5.997 2,496,960 240 Corporation SilverBirch Energy Common Shares Douglas, Kevin 3 14/09/2011 10 6.12 2,560,640 63,680 Corporation SilverBirch Energy Common Shares Douglas, Kevin 3 15/09/2011 10 6.134 2,575,560 14,920 Corporation SilverBirch Energy Common Shares Douglas, Kevin 3 16/09/2011 10 6.0775 2,580,920 5,360 Corporation SilverBirch Energy Common Shares Ingram, Donald Richard 4 12/09/2011 10 5.89 7,000 4,000 Corporation SILVERCORP METALS Common Shares without Austin, Jacob (Jack) 5 14/05/2008 00 INC. par value SILVERCORP METALS Common Shares without Austin, Jacob (Jack) 5 14/09/2011 10 6.66 5,000 5,000 INC. par value

September 23, 2011 (2011) 34 OSCB 9913

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed SILVERCORP METALS Common Shares without Feng, Rui 4, 5 14/09/2011 10 6.54 3,889,500 35,000 INC. par value SILVERCORP METALS Common Shares without Feng, Rui 4, 5 16/09/2011 10 6.99 3,989,500 100,000 INC. par value SILVERCORP METALS Common Shares without Gao, Myles 4, 7, 5 09/09/2011 10 8.529 803,713 2,990 INC. par value SILVERCORP METALS Common Shares without Silvercorp Metals Inc. 1 22/08/2011 38 856,700 -218,258 INC. par value SILVERCORP METALS Common Shares without Silvercorp Metals Inc. 1 24/08/2011 38 592,075 -656,700 INC. par value SILVERCORP METALS Common Shares without Silvercorp Metals Inc. 1 26/08/2011 10 7.8584 899,275 150,000 INC. par value SILVERCORP METALS Common Shares without Silvercorp Metals Inc. 1 26/08/2011 10 7.7888 1,083,909 184,634 INC. par value SILVERCORP METALS Common Shares without Silvercorp Metals Inc. 1 29/08/2011 10 7.8069 1,152,209 68,300 INC. par value SILVERCORP METALS Common Shares without Silvercorp Metals Inc. 1 31/08/2011 38 652,209 -500,000 INC. par value SILVERCORP METALS Common Shares without Silvercorp Metals Inc. 1 01/09/2011 38 0 -652,209 INC. par value SILVERCORP METALS Common Shares without Silvercorp Metals Inc. 1 06/09/2011 10 7.7873 150,000 150,000 INC. par value SILVERCORP METALS Common Shares without Silvercorp Metals Inc. 1 06/09/2011 10 7.768 173,845 23,845 INC. par value SILVERCORP METALS Common Shares without Silvercorp Metals Inc. 1 07/09/2011 10 7.7773 190,845 17,000 INC. par value SILVERCORP METALS Common Shares without Silvercorp Metals Inc. 1 08/09/2011 10 8.8689 290,845 100,000 INC. par value SILVERCORP METALS Common Shares without Silvercorp Metals Inc. 1 09/09/2011 38 267,000 -23,845 INC. par value SILVERCORP METALS Common Shares without Silvercorp Metals Inc. 1 12/09/2011 10 7.8625 467,000 200,000 INC. par value SILVERCORP METALS Common Shares without Silvercorp Metals Inc. 1 12/09/2011 10 7.918 1,667,000 1,200,000 INC. par value SilverCrest Mines Inc. Common Shares Drever, John Scott 4, 5 14/09/2011 10 1.65 1,127,326 -150,000 SilverCrest Mines Inc. Common Shares Drever, John Scott 4, 5 14/09/2011 51 0.7 1,277,326 150,000 SilverCrest Mines Inc. Options Drever, John Scott 4, 5 14/09/2011 10 0.7 -150,000 SilverCrest Mines Inc. Options Drever, John Scott 4, 5 14/09/2011 10 0.7 -150,000 SilverCrest Mines Inc. Options Drever, John Scott 4, 5 14/09/2011 51 1,025,000 -150,000 SilverCrest Mines Inc. Common Shares Fier, Nathan Eric 3, 5 14/09/2011 10 1.65 1,132,027 -150,000 SilverCrest Mines Inc. Common Shares Fier, Nathan Eric 3, 5 14/09/2011 51 0.7 1,282,027 150,000 SilverCrest Mines Inc. Options Fier, Nathan Eric 3, 5 14/09/2011 10 0.7 -150,000 SilverCrest Mines Inc. Options Fier, Nathan Eric 3, 5 14/09/2011 10 0.7 -150,000 SilverCrest Mines Inc. Options Fier, Nathan Eric 3, 5 14/09/2011 51 1,025,000 -150,000 SilverCrest Mines Inc. Common Shares Magnusson, Barney 3, 4, 5 14/09/2011 10 1.65 1,545,727 -150,000 SilverCrest Mines Inc. Common Shares Magnusson, Barney 3, 4, 5 14/09/2011 51 0.7 1,695,727 150,000 SilverCrest Mines Inc. Options Magnusson, Barney 3, 4, 5 14/09/2011 10 0.7 -150,000 SilverCrest Mines Inc. Options Magnusson, Barney 3, 4, 5 14/09/2011 10 0.7 -150,000 SilverCrest Mines Inc. Options Magnusson, Barney 3, 4, 5 14/09/2011 51 1,025,000 -150,000 SilverCrest Mines Inc. Common Shares Sanders, George Walter 4 09/09/2011 10 1.83 67,500 -5,000 SilverCrest Mines Inc. Common Shares Thody, Graham Campbell 4 14/09/2011 10 1.65 50,000 -25,000 SilverCrest Mines Inc. Common Shares Thody, Graham Campbell 4 14/09/2011 51 0.7 75,000 25,000 SilverCrest Mines Inc. Options Thody, Graham Campbell 4 14/09/2011 51 0.7 625,000 -25,000 SNC-Lavalin Group Inc. Common Shares LAVERDIÈRE, Yves 5 14/09/2011 10 48.74 58,862 10 SNC-Lavalin Group Inc. Common Shares LAVERDIÈRE, Yves 5 13/09/2011 10 48.5 26,938 100 SNC-Lavalin Group Inc. Common Shares LAVERDIÈRE, Yves 5 13/09/2011 10 48.51 26,953 15 SNC-Lavalin Group Inc. Common Shares LAVERDIÈRE, Yves 5 13/09/2011 10 48.46 26,961 8 Société d'exploration minière Warrants St-Jacques, Claude 4, 5 18/03/2011 55 -31,250 Vior Inc. Société d'exploration minière Warrants St-Jacques, Claude 4, 5 18/03/2011 55 0 -31,250 Vior Inc. Société d'exploration minière Warrants St-Jacques, Claude 4, 5 12/09/2011 55 -31,250 Vior Inc. Société d'exploration minière Warrants St-Jacques, Claude 4, 5 12/09/2011 55 -31,250 Vior Inc. Solvista Gold Corporation Common Shares Bullet Holding Corporation 3 09/09/2011 10 0.71 14,095,831 20,000

Sonde Resources Corp. Common Shares Riddell, Clayton H. 3 13/09/2011 10 2.5 661,000 250,000 Sonde Resources Corp. Common Shares Riddell, Clayton H. 3 08/09/2011 10 2.77 294,355 -4,600 Sonde Resources Corp. Common Shares Schanck, Jack 5 14/09/2011 10 2.535 40,000 10,000 South American Silver Corp. Common Shares Doran, Richard 5 14/09/2011 51 0.5 822,145 15,261

South American Silver Corp. Common Shares Doran, Richard 5 14/09/2011 10 2.11 817,021 -5,124

September 23, 2011 (2011) 34 OSCB 9914

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed South American Silver Corp. Options with tandem Doran, Richard 5 14/09/2011 51 510,000 -20,000 share appreciation right South American Silver Corp. Common Shares Watson, John E. 4 14/09/2011 10 2.07 305,000 -95,000

Southern Arc Minerals Inc. Common Shares Bailie, Rhylin Pauline 5 11/07/2011 00 Arkinstall Southern Arc Minerals Inc. Common Shares Bailie, Rhylin Pauline 5 12/09/2011 10 0.92 5,000 5,000 Arkinstall Southern Pacific Resource Common Shares Mallabone, John, Ward 4 16/09/2011 51 0.5 530,300 260,000 Corp. Southern Pacific Resource Options Mallabone, John, Ward 4 16/09/2011 51 0.5 990,000 -260,000 Corp. Spanish Mountain Gold Ltd. Common Shares Beattie, Morris John 4 15/09/2011 10 0.84 17,500 5,700 Vreugde Spanish Mountain Gold Ltd. Options Halas, Ronald Stephen 5 09/09/2011 11 0.36 150,000 -250,000

Spanish Mountain Gold Ltd. Common Shares Sharp, Donald Douglas 4 14/09/2011 10 0.86 924,172 -400,000

Spanish Mountain Gold Ltd. Options Stoeterau, Judith Ann 5 09/03/2011 00 250,000

Spartan Oil Corp. Common Shares KALANTZIS, FOTIS 5 15/09/2011 30 2.75 1,952,062 840 Spartan Oil Corp. Common Shares McHardy, Richard Francis 4, 5 15/09/2011 30 2.75 2,007,349 900 Spartan Oil Corp. Common Shares McNamara, Leo Barry 5 15/09/2011 30 2.75 613,648 840 Spartan Oil Corp. Common Shares Stark, Albert Jason 5 15/09/2011 30 2.75 2,071,307 840 Spartan Oil Corp. Common Shares Wiggins, Michelle Angela 5 15/09/2011 30 2.75 258,105 840 Spartan Oil Corp. Common Shares Wong, Eddie 5 15/09/2011 30 2.75 1,182,899 840 Sparton Resources Inc. Common Shares Barker, Alan Lee 4, 5 13/09/2011 10 0.13 1,671,145 9,196 Sparton Resources Inc. Common Shares Carter, Walter Brian 4 12/09/2011 10 0.12 270,000 20,000 Sparton Resources Inc. Common Shares Williams, Richard David 4 16/09/2011 10 0.13 438,500 9,500 Spot Coffee (Canada) Ltd. Common Shares Lorenzo, John Michael 4 09/09/2011 10 0.18 644,994 10,000 Spot Coffee (Canada) Ltd. Common Shares Lorenzo, John Michael 4 09/09/2011 10 0.175 658,994 14,000 Spot Coffee (Canada) Ltd. Common Shares Lorenzo, John Michael 4 12/09/2011 10 0.175 683,994 25,000 Spot Coffee (Canada) Ltd. Common Shares Lorenzo, John Michael 4 12/09/2011 10 0.18 688,994 5,000 Spot Coffee (Canada) Ltd. Common Shares Lorenzo, John Michael 4 12/09/2011 10 0.175 694,494 5,500 Spot Coffee (Canada) Ltd. Common Shares Lorenzo, John Michael 4 13/09/2011 10 0.175 697,494 3,000 Spot Coffee (Canada) Ltd. Common Shares Lorenzo, John Michael 4 13/09/2011 10 0.17 712,494 15,000 Spot Coffee (Canada) Ltd. Common Shares Lorenzo, John Michael 4 12/09/2011 10 0.175 5,563,670 5,500 Spot Coffee (Canada) Ltd. Common Shares Lorenzo, John Michael 4 13/09/2011 10 0.175 5,567,670 4,000 Spot Coffee (Canada) Ltd. Common Shares Lorenzo, John Michael 4 14/09/2011 10 0.175 5,579,670 12,000 Spot Coffee (Canada) Ltd. Common Shares Lorenzo, John Michael 4 15/09/2011 10 0.175 5,597,170 17,500 Sprott Power Corp. Common Shares Jenner, Jeffrey 4, 5 12/09/2011 10 0.79 3,119,494 50,000 Sprott Power Corp. Common Shares Jenner, Jeffrey 4, 5 12/09/2011 10 0.78 3,154,994 35,500 Sprott Power Corp. Common Shares Jenner, Jeffrey 4, 5 13/09/2011 10 0.78 3,159,994 5,000 Sprott Power Corp. Common Shares Jenner, Jeffrey 4, 5 13/09/2011 10 0.76 3,194,494 34,500 Sprott Power Corp. Common Shares Jenner, Jeffrey 4, 5 14/09/2011 10 0.77 3,205,494 11,000 Sprott Power Corp. Common Shares Jenner, Jeffrey 4, 5 15/09/2011 10 0.78 3,206,994 1,500 ST ANDREW GOLDFIELDS Common Shares Abramson, Randall 3 14/09/2011 97 26,070,660 -20,000 LTD. ST ANDREW GOLDFIELDS Common Shares Abramson, Randall 3 14/09/2011 97 11,908,894 -50,253 LTD. Stans Energy Corp. Common Shares UNDERHILL, DOUGLAS 4 12/09/2011 10 0.8945 696,952 -150,000 HENRY Stans Energy Corp. Common Shares UNDERHILL, DOUGLAS 4 16/09/2011 51 0.33 961,952 265,000 HENRY Starcore International Mines Common Shares Wheeler, John 3 15/09/2011 10 0.165 8,059,000 -50,000 Ltd. Stella-Jones Inc. Common Shares Bourgault, Lyne 7 13/05/2011 30 38.1 718 4 Stella-Jones Inc. Common Shares Bourgault, Lyne 7 20/06/2011 30 32.065 759 41 Stella-Jones Inc. Common Shares Eichenbaum, Marla 5 13/05/2011 30 38.1 700 4 Stella-Jones Inc. Common Shares Eichenbaum, Marla 5 20/06/2011 30 36.065 727 27 Stella-Jones Inc. Common Shares Fox, Doug 7 13/05/2011 30 38.1 1,531 8 Stella-Jones Inc. Common Shares Fox, Doug 7 20/06/2011 30 35.628 1,587 56 Stella-Jones Inc. Common Shares Hedding, Kris David 7 20/06/2011 30 35.628 69 3 Stella-Jones Inc. Common Shares Labelle, George 5 13/05/2011 30 38.1 4,766 30 Stella-Jones Inc. Common Shares Labelle, George 5 20/06/2011 30 32.065 4,867 101 Stella-Jones Inc. Common Shares McManus, Brian 4, 5 13/05/2011 30 38.1 1,774 11 Stella-Jones Inc. Common Shares Poirier, Martin 5 13/05/2011 30 38.1 261 2 Stella-Jones Inc. Common Shares Poirier, Martin 5 20/06/2011 30 32.065 295 34 Stella-Jones Inc. Common Shares Powell, Douglas W. 7 13/05/2011 30 38.1 213 1 Stella-Jones Inc. Common Shares Powell, Douglas W. 7 20/06/2011 30 32.065 216 3 Stella-Jones Inc. Common Shares Vachon, Eric 7 13/05/2011 30 38.1 498 3 Stella-Jones Inc. Common Shares Vachon, Eric 7 20/06/2011 30 32.065 547 49 Sterling Shoes Inc. Debentures Belkin Enterprises Ltd. 3 02/09/2011 00 Sterling Shoes Inc. Debentures Belkin Enterprises Ltd. 3 02/09/2011 00 $2,573,000

September 23, 2011 (2011) 34 OSCB 9915

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Stonegate Agricom Ltd. Options Moore, Randall 5 15/09/2011 00 Stonegate Agricom Ltd. Options Moore, Randall 5 15/09/2011 50 1.03 300,000 300,000 Storm Resources Ltd. Common Shares Caisse de dépôt et 3 09/09/2011 10 4.03 2,961,489 -1,473 placement du Québec Storm Resources Ltd. Common Shares Caisse de dépôt et 3 14/09/2011 10 4 2,944,500 -16,989 placement du Québec Stratton Resources Inc. Common Shares Bebek, Ivan 4 13/09/2011 37 1,387,400 693,700 Stratton Resources Inc. Options Bebek, Ivan 4 13/09/2011 37 225,000 Stratton Resources Inc. Options Bebek, Ivan 4 13/09/2011 37 0.75 450,000 225,000 Stratton Resources Inc. Warrants Bebek, Ivan 4 20/05/2011 00 Stratton Resources Inc. Warrants Bebek, Ivan 4 20/05/2011 00 1,102,500 Stratton Resources Inc. Warrants Bebek, Ivan 4 13/09/2011 37 1,102,500 Stratton Resources Inc. Warrants Bebek, Ivan 4 13/09/2011 37 0.11 2,205,000 1,102,500 Stratton Resources Inc. Common Shares Haslinger, Richard Josef 5 01/08/2011 00 200,000 Stratton Resources Inc. Common Shares Haslinger, Richard Josef 5 02/08/2011 50 1.5 90,909 Stratton Resources Inc. Common Shares Haslinger, Richard Josef 5 02/08/2011 50 1.5 350,000 150,000 Stratton Resources Inc. Common Shares Haslinger, Richard Josef 5 13/09/2011 36 531,818 181,818 Stratton Resources Inc. Common Shares Haslinger, Richard Josef 5 13/09/2011 37 381,818 Stratton Resources Inc. Common Shares Haslinger, Richard Josef 5 13/09/2011 37 881,818 350,000 Stratton Resources Inc. Common Shares Haslinger, Richard Josef 5 13/09/2011 37 0.75 150,000 Stratton Resources Inc. Common Shares Haslinger, Richard Josef 5 13/09/2011 37 0.75 150,000 Stratton Resources Inc. Common Shares McCunn, Gregory John 4, 5 14/09/2011 37 370,000 185,000 Stratton Resources Inc. Common Shares McCutcheon, Ross Curry 4 25/07/2011 16 265,757 10,000 Stratton Resources Inc. Common Shares Rees, Peter 5 13/09/2011 37 70,000 35,000 Stratton Resources Inc. Options Rees, Peter 5 13/09/2011 37 0.75 150,000 75,000 Stratton Resources Inc. Common Shares Wallace, Shawn 4 13/09/2011 37 1,423,250 Stratton Resources Inc. Common Shares Wallace, Shawn 4 13/09/2011 37 1,673,250 836,625 Stratton Resources Inc. Options Wallace, Shawn 4 13/09/2011 37 0.75 450,000 Stratton Resources Inc. Options Wallace, Shawn 4 13/09/2011 37 0.75 450,000 225,000 Stratton Resources Inc. Warrants Wallace, Shawn 4 20/05/2011 00 Stratton Resources Inc. Warrants Wallace, Shawn 4 20/05/2011 00 1,102,500 Stratton Resources Inc. Warrants Wallace, Shawn 4 13/09/2011 37 0.11 2,205,000 1,102,500 Stream Oil & Gas Ltd. Common Shares Kapotas, Sotirios 4, 5 15/09/2011 10 6,454,401 1,000 Strike Minerals Inc. Common Shares Harrington, Michael S 4 13/09/2011 10 0.076 315,000 15,000 Strongbow Exploration Inc. Options Armstrong, Kenneth 4, 5 15/09/2011 52 1,155,000 -50,000 Andrew Strongbow Exploration Inc. Options Boldt, Zara Elizabeth 5 15/09/2011 52 0.3696 285,000 -25,000 Strongbow Exploration Inc. Options Christofferson, Keith Allan 4 15/09/2011 52 360,000 -20,000

Strongbow Exploration Inc. Options Gale, David Francis Gilbert 5 15/09/2011 52 770,000 -50,000

Strongbow Exploration Inc. Options Netolitzky, Ronald Kort 4 15/09/2011 52 360,000 -20,000 Strongbow Exploration Inc. Options Peckford, Alfred Brian 4 15/09/2011 52 250,000 -35,000 Strongbow Exploration Inc. Options Thomas, David Grenville 4 15/09/2011 52 1,355,000 -75,000 Strongbow Exploration Inc. Options Thomas, Eira Margaret 4 15/09/2011 52 360,000 -100,000 Sun Life Financial Inc. Deferred Share Units Boscia, Jon Andrew 4 11/09/2011 30 25.42 235 -65,136 Suparna Gold Corp. Common Shares Gahagan, Michelle 4, 5 09/09/2011 97 665,833 117,500 SXC Health Solutions Corp. Common Shares Saban, Joel 5 30/04/2010 00

SXC Health Solutions Corp. Common Shares Saban, Joel 5 08/09/2011 97 53.18 2,450 2,450

SXC Health Solutions Corp. Common Shares Saban, Joel 5 13/09/2011 10 53.29 1,656 -794

SXC Health Solutions Corp. Restricted stock units Saban, Joel 5 08/09/2011 97 11,350 -2,450

Synex International Inc. Common Shares O'Sullivan, Paul J. 4 13/09/2011 51 0.425 40,000 40,000 Synex International Inc. Options O'Sullivan, Paul J. 4 13/09/2011 51 0.425 140,000 -40,000 Synex International Inc. Options O'Sullivan, Paul J. 4 13/09/2011 50 0.455 180,000 40,000 Synex International Inc. Common Shares Rennison, Elizabeth Lee 4 13/09/2011 51 0.425 20,000 10,000 Synex International Inc. Options Rennison, Elizabeth Lee 4 13/09/2011 51 0.425 170,000 -10,000 Synex International Inc. Options Rennison, Elizabeth Lee 4 13/09/2011 50 0.455 180,000 10,000 Synex International Inc. Common Shares Russell, Daniel 3 12/09/2011 51 0.425 7,911,000 60,000 Synex International Inc. Options Russell, Daniel 3 12/09/2011 51 0.425 120,000 -60,000 Synex International Inc. Options Russell, Daniel 3 12/09/2011 50 180,000 60,000 Synex International Inc. Common Shares sunell, gregory jack 3, 4, 7, 1 13/09/2011 51 0.425 3,630,089 60,000 Synex International Inc. Options sunell, gregory jack 3, 4, 7, 1 13/09/2011 51 0.425 300,000 -60,000 Synex International Inc. Options sunell, gregory jack 3, 4, 7, 1 13/09/2011 50 0.455 360,000 60,000 TAG Oil Ltd Common Shares Elliott International Capital 3 09/09/2011 10 7.3162 3,135,180 53,160 Advisors Inc. TAG Oil Ltd Common Shares Elliott International Capital 3 12/09/2011 10 7.2554 3,146,760 11,580 Advisors Inc. TAG Oil Ltd Common Shares Elliott International Capital 3 13/09/2011 10 7.2691 3,165,960 19,200 Advisors Inc.

September 23, 2011 (2011) 34 OSCB 9916

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed TAG Oil Ltd Common Shares Elliott International Capital 3 14/09/2011 10 7.2547 3,188,880 22,920 Advisors Inc. TAG Oil Ltd Common Shares Elliott International Capital 3 14/09/2011 10 7.27 3,223,680 34,800 Advisors Inc. TAG Oil Ltd Common Shares Johnson, Garth Evan 4 08/09/2011 10 7.58 40,000 -10,000 TAG Oil Ltd Common Shares Johnson, Garth Evan 4 08/09/2011 10 7.6 35,400 -4,600 TAG Oil Ltd Common Shares Johnson, Garth Evan 4 13/09/2011 10 7.3 30,300 -5,100 TAG Oil Ltd Common Shares Johnson, Garth Evan 4 14/09/2011 10 7.33 26,300 -4,000 TAG Oil Ltd Common Shares Johnson, Garth Evan 4 14/09/2011 10 7.34 25,300 -1,000 TAG Oil Ltd Common Shares Johnson, Garth Evan 4 14/09/2011 10 7.3 20,000 -5,300 TAG Oil Ltd Common Shares Johnson, Garth Evan 4 15/09/2011 10 7.3 2,500 -17,500 TAG Oil Ltd Common Shares Johnson, Garth Evan 4 15/09/2011 10 7.31 0 -2,500 TAG Oil Ltd Common Shares Perone, Giuseppe (Pino) 5 13/09/2011 10 7.25 24,000 -1,000 TAG Oil Ltd Common Shares Perone, Giuseppe (Pino) 5 14/09/2011 10 7.3 23,300 -700 TAG Oil Ltd Common Shares Perone, Giuseppe (Pino) 5 14/09/2011 10 7.31 23,000 -300 TAG Oil Ltd Common Shares Perone, Giuseppe (Pino) 5 15/09/2011 10 7.28 20,000 -3,000 TAG Oil Ltd Common Shares Singer, Paul Elliott 3 09/09/2011 10 7.3162 2,090,120 35,440 TAG Oil Ltd Common Shares Singer, Paul Elliott 3 12/09/2011 10 7.2554 2,097,840 7,720 TAG Oil Ltd Common Shares Singer, Paul Elliott 3 13/09/2011 10 7.2691 2,110,640 12,800 TAG Oil Ltd Common Shares Singer, Paul Elliott 3 14/09/2011 10 7.2547 2,125,920 15,280 TAG Oil Ltd Common Shares Singer, Paul Elliott 3 14/09/2011 10 7.27 2,149,120 23,200 Tamarack Valley Energy Ltd. Common Shares Screen, Kevin 5 07/09/2011 00 104,000

Tamarack Valley Energy Ltd. Common Shares Screen, Kevin 5 07/09/2011 50 0.37 2,250,000

Tamarack Valley Energy Ltd. Options Screen, Kevin 5 07/09/2011 00

Tamarack Valley Energy Ltd. Options Screen, Kevin 5 07/09/2011 50 0.37 2,250,000 2,250,000

Tanzanian Royalty Common Shares HANSEN, HELEN 5 15/09/2011 30 5.775 1,416 141 Exploration Corporation ELIZABETH Tanzanian Royalty Common Shares Ngunangwa, Florian 5 15/09/2011 30 5.775 15,082 289 Exploration Corporation Eustack Tanzanian Royalty Common Shares SINCLAIR, JAMES E. 4, 5 07/09/2011 46 -2,500 Exploration Corporation Tanzanian Royalty Common Shares SINCLAIR, JAMES E. 4, 5 07/09/2011 47 1,461,121 -2,500 Exploration Corporation Tanzanian Royalty Common Shares Van Tongeren, Steven 5 15/09/2011 30 5.775 21,300 318 Exploration Corporation Petrus Tarsis Resources Ltd. Common Shares Blythe, Marc Girthon 4, 5 12/09/2011 10 0.395 623,500 3,000 Teck Resources Limited Class B Subordinate Caisse de dépôt et 3 12/09/2011 10 39.19 6,370,566 150,000 Voting Shares placement du Québec Temple Real Estate Convertible Debentures Thorsteinson, Arni Clayton 4 08/09/2011 10 100 $35,000 $25,000 Investment Trust Series A Temple Real Estate Convertible Debentures Thorsteinson, Arni Clayton 4 15/09/2011 10 100 $125,000 $13,000 Investment Trust Series B Temple Real Estate Convertible Debentures Thorsteinson, Arni Clayton 4 12/07/2006 00 Investment Trust Series S Temple Real Estate Convertible Debentures Thorsteinson, Arni Clayton 4 08/09/2011 10 130 $60,000 $60,000 Investment Trust Series S Temple Real Estate Convertible Debentures Thorsteinson, Arni Clayton 4 08/09/2011 10 130 $100,000 $40,000 Investment Trust Series S Temple Real Estate Convertible Debentures Thorsteinson, Arni Clayton 4 15/09/2011 10 128.14 $135,000 $35,000 Investment Trust Series S Temple Real Estate Convertible Debentures Thorsteinson, Arni Clayton 4 12/09/2011 10 128 $434,000 $7,000 Investment Trust Series S Temple Real Estate Convertible Debentures Thorsteinson, Arni Clayton 4 12/09/2011 10 128 $447,000 $13,000 Investment Trust Series S Temple Real Estate Convertible Debentures Thorsteinson, Arni Clayton 4 13/09/2011 10 128.13 $527,000 $80,000 Investment Trust Series S Ten Peaks Coffee Company Common Shares Tryssenaar, Sherry Diane 5 07/09/2011 10 2.1 33,500 2,500 Inc. Tethys Petroleum Limited Common Shares Wells, William Paul Wells 3 13/09/2011 10 0.57 29,932,292 -37,650 THE CALDWELL Common Shares JC CLARK LTD. 3 09/09/2011 10 0.6 2,644,200 2,500 PARTNERS INTERNATIONAL INC. The Cash Store Australia Common Shares Reykdal, Gordon 4 11/03/2009 00 Holdings Inc.

September 23, 2011 (2011) 34 OSCB 9917

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed The Cash Store Australia Common Shares Reykdal, Gordon 4 14/09/2011 10 0.75 9,000 9,000 Holdings Inc. The Cash Store Australia Common Shares Reykdal, Gordon 4 14/09/2011 10 0.68 12,500 3,500 Holdings Inc. The Cash Store Australia Common Shares Reykdal, Gordon 4 14/09/2011 10 0.7 14,500 2,000 Holdings Inc. The Cash Store Australia Common Shares Reykdal, Gordon 4 14/09/2011 10 0.68 15,000 500 Holdings Inc. The Cash Store Australia Common Shares Reykdal, Gordon 4 15/09/2011 10 0.75 35,500 20,500 Holdings Inc. The Cash Store Financial Common Shares 424187 Alberta Ltd. 3 26/06/2003 97 3,997,300 -6,800 Services Inc. The Cash Store Financial Common Shares 424187 Alberta Ltd. 3 01/11/2010 97 -4,720 Services Inc. The Cash Store Financial Common Shares 424187 Alberta Ltd. 3 01/11/2010 97 3,554,580 76,380 Services Inc. The Cash Store Financial Common Shares 424187 Alberta Ltd. 3 01/11/2010 97 -174 Services Inc. The Cash Store Financial Common Shares 424187 Alberta Ltd. 3 01/11/2010 97 3,360,058 24,226 Services Inc. The Cash Store Financial Common Shares Dunn, William Carmichael 4 01/05/2003 00 100,000 Services Inc. The Cash Store Financial Common Shares MONDOR, Jacques Albert 4 17/10/2008 97 0 -1,800 Services Inc. The Cash Store Financial Common Shares MONDOR, Jacques Albert 4 17/10/2008 97 1,800 1,800 Services Inc. The Cash Store Financial Common Shares Reykdal, Gordon 4, 6, 5 01/11/2010 97 174 Services Inc. The Cash Store Financial Common Shares Reykdal, Gordon 4, 6, 5 01/11/2010 97 174 -24,226 Services Inc. The Cash Store Financial Common Shares Reykdal, Gordon 4, 6, 5 01/11/2010 97 4,720 Services Inc. The Cash Store Financial Common Shares Reykdal, Gordon 4, 6, 5 01/11/2010 97 4,720 -76,380 Services Inc. The Churchill Corporation Options Johnston, Evan 5 12/09/2011 00 The Churchill Corporation Options Johnston, Evan 5 12/09/2011 50 14.32 9,000 9,000 The Descartes Systems Deferred Share Unit Anderson, David Langley 4 02/06/2011 00 Group Inc. The Descartes Systems Deferred Share Unit Anderson, David Langley 4 12/09/2011 97 6.41 760 Group Inc. The Descartes Systems Deferred Share Unit Anderson, David Langley 4 12/09/2011 97 6.41 760 760 Group Inc. The Descartes Systems Deferred Share Unit Demirian, Eric 4 02/06/2011 00 Group Inc. The Descartes Systems Deferred Share Unit Demirian, Eric 4 12/09/2011 97 6.41 760 Group Inc. The Descartes Systems Deferred Share Unit Demirian, Eric 4 12/09/2011 97 6.41 760 760 Group Inc. The Descartes Systems Restricted Stock Unit Walker, John Joseph 4 12/09/2011 00 14,041 Group Inc. The Descartes Systems Deferred Share Unit Watt, Stephen 4 12/09/2011 97 6.41 49,648 2,181 Group Inc. The Toronto-Dominion Bank Options Clark, William Edmund 4 12/09/2011 90 1,628,204 -213,472

The Toronto-Dominion Bank Options Clark, William Edmund 4 12/09/2011 90 213,472 213,472

Theralase Technologies Inc. Common Shares Bruder, Randall 4 14/09/2011 10 0.49 749,360 500

Theralase Technologies Inc. Common Shares Bruder, Randall 4 16/09/2011 10 0.47 749,860 500

Theratechnologies Inc. Common Shares Huss, John-Michel 4, 5 01/12/2010 00 Theratechnologies Inc. Common Shares Huss, John-Michel 4, 5 09/09/2011 10 3.92 10,000 10,000 Thornapple Capital, Inc. Voting Common Shares Beesley, James Joseph 4 08/09/2011 00 200,000 Thornapple Capital, Inc. Voting Common Shares Beesley, James Joseph 4 09/09/2011 00 Thornapple Capital, Inc. Voting Common Shares Beesley, James Joseph 4 08/09/2011 00 1,000,000 Thornapple Capital, Inc. Voting Common Shares Beesley, James Joseph 4 09/09/2011 00 Thornapple Capital, Inc. Voting Common Shares Cattanach, John Roderick 4, 5 08/09/2011 00 100,000

Thornapple Capital, Inc. Voting Common Shares Herr, Robert Lynn 4 08/09/2011 00 100,000 Titanium Corporation Inc. Options Duguay, George Arthur 5 08/09/2011 52 1.98 250,000 -50,000 Titanium Corporation Inc. Options Guzman, Salustio 5 08/09/2011 52 1.98 100,000 -50,000 Titanium Corporation Inc. Options Sangster, Brant G. 4 08/09/2011 52 1.98 225,000 -75,000 Toromont Industries Ltd. Common Shares Toromont Industries Ltd. 1 12/09/2011 38 17 10,000 10,000

September 23, 2011 (2011) 34 OSCB 9918

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Toromont Industries Ltd. Common Shares Toromont Industries Ltd. 1 12/09/2011 38 17 0 -10,000 Toromont Industries Ltd. Common Shares Toromont Industries Ltd. 1 13/09/2011 38 17 20,000 20,000 Toromont Industries Ltd. Common Shares Toromont Industries Ltd. 1 13/09/2011 38 17 0 -20,000 Toromont Industries Ltd. Common Shares Toromont Industries Ltd. 1 13/09/2011 38 16.99 10,000 10,000 Toromont Industries Ltd. Common Shares Toromont Industries Ltd. 1 13/09/2011 38 16.99 0 -10,000 Toromont Industries Ltd. Common Shares Toromont Industries Ltd. 1 14/09/2011 38 16.94 5,000 5,000 Toromont Industries Ltd. Common Shares Toromont Industries Ltd. 1 14/09/2011 38 16.94 0 -5,000 Toromont Industries Ltd. Common Shares Toromont Industries Ltd. 1 14/09/2011 38 16.95 5,000 5,000 Toromont Industries Ltd. Common Shares Toromont Industries Ltd. 1 14/09/2011 38 16.95 0 -5,000 Toromont Industries Ltd. Common Shares Toromont Industries Ltd. 1 14/09/2011 38 16.96 5,000 5,000 Toromont Industries Ltd. Common Shares Toromont Industries Ltd. 1 14/09/2011 38 16.96 0 -5,000 Toromont Industries Ltd. Common Shares Toromont Industries Ltd. 1 14/09/2011 38 16.97 7,500 7,500 Toromont Industries Ltd. Common Shares Toromont Industries Ltd. 1 14/09/2011 38 16.97 0 -7,500 Toromont Industries Ltd. Common Shares Toromont Industries Ltd. 1 14/09/2011 38 16.98 5,000 5,000 Toromont Industries Ltd. Common Shares Toromont Industries Ltd. 1 14/09/2011 38 16.98 0 -5,000 Toromont Industries Ltd. Common Shares Toromont Industries Ltd. 1 14/09/2011 38 16.99 5,067 5,067 Toromont Industries Ltd. Common Shares Toromont Industries Ltd. 1 14/09/2011 38 16.99 0 -5,067 Toromont Industries Ltd. Common Shares Toromont Industries Ltd. 1 15/09/2011 38 17 9,667 9,667 Toromont Industries Ltd. Common Shares Toromont Industries Ltd. 1 15/09/2011 38 17 0 -9,667 Toromont Industries Ltd. Common Shares Toromont Industries Ltd. 1 15/09/2011 38 16.95 22,900 22,900 Toromont Industries Ltd. Common Shares Toromont Industries Ltd. 1 15/09/2011 38 16.95 0 -22,900 Torquay Oil Corp. Common Shares Class A Elliott International Capital 3 09/09/2011 10 1.35 5,161,320 45,000 Advisors Inc. Torquay Oil Corp. Common Shares Class A Elliott International Capital 3 13/09/2011 10 1.2225 5,268,720 107,400 Advisors Inc. Torquay Oil Corp. Common Shares Class A Elliott International Capital 3 14/09/2011 10 1.204 5,283,420 14,700 Advisors Inc. Torquay Oil Corp. Common Shares Class A Singer, Paul Elliott 3 09/09/2011 10 1.35 3,440,880 30,000

Torquay Oil Corp. Common Shares Class A Singer, Paul Elliott 3 13/09/2011 10 1.2225 3,512,480 71,600

Torquay Oil Corp. Common Shares Class A Singer, Paul Elliott 3 14/09/2011 10 1.204 3,522,280 9,800

Torquay Oil Corp. Common Shares Class A Winger, Harley Lewis 4 15/09/2011 10 1.2 425,334 23,334

Torquay Oil Corp. Common Shares Class A Winger, Harley Lewis 4 07/09/2011 10 1.39 90,000 10,000

Torquay Oil Corp. Common Shares Class A Winger, Harley Lewis 4 09/09/2011 10 1.35 105,000 15,000

Torquay Oil Corp. Common Shares Class A Winger, Harley Lewis 4 09/09/2011 10 1.3 105,500 500

Torquay Oil Corp. Common Shares Class A Winger, Harley Lewis 4 13/09/2011 10 1.21 120,500 15,000

Torquay Oil Corp. Common Shares Class A Winger, Harley Lewis 4 14/09/2011 10 1.2 145,000 24,500

Total Energy Services Inc. Common Shares Total Energy Services Inc 1 12/09/2011 10 13.076 39,068 10,000 Total Energy Services Inc. Common Shares Total Energy Services Inc 1 13/09/2011 10 13.488 47,068 8,000 Total Energy Services Inc. Common Shares Total Energy Services Inc 1 14/09/2011 10 13.324 49,068 2,000 Touchstone Exploration Inc. Common Shares Baay, Paul Raymond 5 15/09/2011 30 0.47 1,385,249 3,191

Touchstone Exploration Inc. Common Shares Bryant, Ronald 4 15/09/2011 30 0.47 1,385,682 1,595

Touchstone Exploration Inc. Common Shares Bryant, Ronald 4 15/09/2011 30 0.47 13,088 1,595

Touchstone Exploration Inc. Common Shares Durfy, Sean Michael 4 15/09/2011 30 0.47 304,225 1,773

Touchstone Exploration Inc. Common Shares MARR, GREGORY 5 15/09/2011 30 0.47 15,028 3,191

Touchstone Exploration Inc. Common Shares Mitzel, Trevor 4 15/09/2011 30 0.47 14,225 1,773

Touchstone Exploration Inc. Common Shares Shipka, James 5 15/09/2011 30 0.47 14,794 3,190

Touchstone Exploration Inc. Common Shares Smith, Richard Gregg 4 15/09/2011 30 0.47 214,225 1,773

Touchstone Exploration Inc. Common Shares Smith, Richard Gregg 4 15/09/2011 30 0.47 215,998 1,773

Touchstone Exploration Inc. Common Shares Valentine, Thomas 4 15/09/2011 30 0.47 7,442 1,773

Touchstone Exploration Inc. Common Shares ZANG, JOHN CHARLES 4 15/09/2011 30 0.47 390,411 1,773

Transat A.T. inc. Action à droit de vote de De Montigny, André 7, 5 14/09/2011 10 7.09 23,401 1,700 catégorie B

September 23, 2011 (2011) 34 OSCB 9919

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Transat A.T. inc. Action à droit de vote de De Montigny, André 7, 5 14/09/2011 10 7.1 24,501 1,100 catégorie B Transat A.T. inc. Action à droit de vote de De Montigny, André 7, 5 14/09/2011 10 7.08 26,001 1,500 catégorie B Transat A.T. inc. Action à droit de vote de De Montigny, André 7, 5 15/09/2011 10 7.13 26,701 700 catégorie B Transat A.T. inc. Action à droit de vote de Godbout, Daniel 7 13/09/2011 10 7.19 2,828 200 catégorie B Transat A.T. inc. Action à droit de vote de Godbout, Daniel 7 13/09/2011 10 7.21 3,728 900 catégorie B Transat A.T. inc. Action à droit de vote de Godbout, Daniel 7 13/09/2011 10 7.25 4,428 700 catégorie B Transat A.T. inc. Action à droit de vote de Godbout, Daniel 7 13/09/2011 10 7.26 4,628 200 catégorie B Transat A.T. inc. Action à droit de vote de Simoneau, Jacques 4 16/09/2011 10 7.01 7,900 1,000 catégorie B Transat A.T. inc. Action à droit de vote de TURNER, Jon 7 08/09/2011 00 2,995 catégorie B Transat A.T. inc. Options TURNER, Jon 7 08/09/2011 00 16,461 Transat A.T. inc. Unités d'actions avec TURNER, Jon 7 08/09/2011 00 8,564 restrictions (UAR) TransGlobe Energy Common Shares Jennings, Robert 4 13/09/2011 00 Corporation TransGlobe Energy Options Jennings, Robert 4 13/09/2011 00 Corporation TransGlobe Energy Options Jennings, Robert 4 13/09/2011 50 9.53 100,000 100,000 Corporation Trican Well Service Ltd. Common Shares Wichuk, Randal Bernard 2 09/09/2011 51 16.3 2,000 2,000 Trican Well Service Ltd. Common Shares Wichuk, Randal Bernard 2 09/09/2011 10 19.75 0 -2,000 Trican Well Service Ltd. Common Shares Wichuk, Randal Bernard 2 15/09/2011 51 16.3 2,000 2,000 Trican Well Service Ltd. Common Shares Wichuk, Randal Bernard 2 15/09/2011 10 19.74 0 -2,000 Trican Well Service Ltd. Options Employee Stock Wichuk, Randal Bernard 2 09/09/2011 51 16.3 39,000 -2,000 Options Trican Well Service Ltd. Options Employee Stock Wichuk, Randal Bernard 2 15/09/2011 51 16.3 37,000 -2,000 Options Trueclaim Exploration Inc. Common Shares Consolidated International 3 08/09/2011 10 0.12 5,893,000 -67,000 Investment Holdings Inc.

TrueContext Mobile Common Shares Bhalla, Amar 4 16/09/2011 10 0.163 1,825,750 40,000 Solutions Corporation (formerly Carlaw Capital II Corp.) Tucows Inc. Common Shares Woroch, David John 5 14/09/2011 10 0.75 172,394 8,792 Twoco Petroleums Ltd. Common Shares Williams, James Albert 4 13/09/2011 10 0.185 453,356 50,000 Walter Tyhee Gold Corp. Common Shares Interinvest Corporation 3 12/09/2011 10 0.155 25,018,000 100,000 Tyhee Gold Corp. Common Shares Sonnenreich, Michael 4 28/07/2011 54 0.125 15,500,000 5,000,000 Tyhee Gold Corp. Warrants Sonnenreich, Michael 4 28/07/2011 54 0.125 0 -5,000,000 U.S. Geothermal Inc. Options Dennis, Gilles 4 12/09/2011 00 U.S. Geothermal Inc. Options Dennis, Gilles 4 12/09/2011 00 100,000 U.S. Geothermal Inc. Common Shares Glaspey, Douglas J 4, 5 12/09/2011 57 0.6 582,891 31,667 U.S. Geothermal Inc. Rights Glaspey, Douglas J 4, 5 12/09/2011 57 0.6 31,666 -31,667 U.S. Geothermal Inc. Common Shares Hawkley, Kerry Don 5 12/09/2011 57 0.86 8,334 U.S. Geothermal Inc. Common Shares Hawkley, Kerry Don 5 12/09/2011 57 0.6 116,667 8,334 U.S. Geothermal Inc. Rights Hawkley, Kerry Don 5 12/09/2011 57 -8,334 U.S. Geothermal Inc. Rights Hawkley, Kerry Don 5 12/09/2011 57 0.6 8,333 -8,334 U.S. Geothermal Inc. Common Shares Kunz, Daniel 3, 4, 5 12/09/2011 57 0.6 2,471,026 50,000 U.S. Geothermal Inc. Rights Kunz, Daniel 3, 4, 5 12/09/2011 57 0.6 50,000 -50,000 U.S. Geothermal Inc. Common Shares Larkin, Paul Anthony 4, 5 12/09/2011 57 0.6 294,734 3,333 U.S. Geothermal Inc. Rights Larkin, Paul Anthony 4, 5 12/09/2011 57 0.6 3,334 -3,333 U.S. Geothermal Inc. Common Shares Mink, Leland 4 18/06/2011 10 0.9795 28,333 5,000 U.S. Geothermal Inc. Common Shares Mink, Leland 4 02/09/2011 10 0.6487 38,333 10,000 U.S. Geothermal Inc. Common Shares Mink, Leland 4 12/09/2011 57 0.6 41,666 3,333 U.S. Geothermal Inc. Rights Mink, Leland 4 12/09/2011 57 0.6 3,334 -3,333 U.S. Geothermal Inc. Common Shares Walker, John Howard 4 12/09/2011 57 0.6 6,666 3,333 U.S. Geothermal Inc. Rights Walker, John Howard 4 12/09/2011 57 0.6 3,334 -3,333 U.S. Geothermal Inc. Common Shares Zurkoff, Jonathan 5 12/09/2011 57 0.6 63,334 31,667 U.S. Geothermal Inc. Rights Zurkoff, Jonathan 5 12/09/2011 57 0.6 31,666 -31,667 U.S. Silver Corporation Common Shares Edwards, Alan R. 4 23/06/2011 00 U.S. Silver Corporation Common Shares Edwards, Alan R. 4 08/09/2011 10 0.71 27,000 27,000 UEX Corporation Common Shares Thody, Graham Campbell 4, 5 12/09/2011 10 0.81 168,000 11,500 UEX Corporation Common Shares Thody, Graham Campbell 4, 5 12/09/2011 10 0.8 238,500 70,500 United Corporations Limited Common Shares United-Connected Holdings 3 09/09/2011 10 46.05 2,648,442 500 Corp.

September 23, 2011 (2011) 34 OSCB 9920

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed United Corporations Limited Common Shares United-Connected Holdings 3 12/09/2011 10 46.05 2,652,942 4,500 Corp. United Corporations Limited Common Shares United-Connected Holdings 3 14/09/2011 10 46.05 2,654,342 1,400 Corp. Upper Canada Gold Common Shares Opawica Explorations Inc. 3, 8 16/09/2011 10 0.155 7,026,852 -20,000 Corporation Upper Canada Gold Common Shares Opawica Explorations Inc. 3, 8 16/09/2011 10 0.15 7,017,852 -9,000 Corporation Ur-Energy Inc. Options Boberg, Walter William 5 09/09/2011 50 1.17 517,115 31,355 Ur-Energy Inc. Options Cash, John William 5 09/09/2011 50 1.17 285,084 48,977 Ur-Energy Inc. Options Franklin, James 4 09/09/2011 50 1.17 146,151 31,355 Ur-Energy Inc. Options Goplerud, Penne Ann 5 09/09/2011 50 1.17 315,037 49,838 Ur-Energy Inc. Options Hatten, Steven Marcal 5 09/09/2011 50 1.17 337,362 51,641 Ur-Energy Inc. Common Shares Heili, Wayne William 5 12/09/2011 10 1.071 40,000 25,000 Ur-Energy Inc. Options Heili, Wayne William 5 09/09/2011 50 1.17 635,990 81,847 Ur-Energy Inc. Options Klenda, Jeffrey T. 5 09/09/2011 50 1.17 678,163 81,847 Ur-Energy Inc. Options Macdonell, Paul 4 09/09/2011 50 1.17 146,151 31,355 Ur-Energy Inc. Options Parker, Thomas Howard 4 09/09/2011 50 1.17 346,151 31,355 Ur-Energy Inc. Options Smith, Roger L. 5 09/09/2011 50 1.17 578,439 72,061 Uranium Focused Energy Trust Units Uranium Focused Energy 1 09/09/2011 38 2.67 17,321,878 2,300 Fund Fund Uranium Focused Energy Trust Units Uranium Focused Energy 1 09/09/2011 38 2.66 17,323,878 2,000 Fund Fund Uranium Focused Energy Trust Units Uranium Focused Energy 1 12/09/2011 38 2.61 17,325,078 1,200 Fund Fund Uranium Focused Energy Trust Units Uranium Focused Energy 1 12/09/2011 38 2.64 17,326,078 1,000 Fund Fund Uranium Focused Energy Trust Units Uranium Focused Energy 1 14/09/2011 38 2.58 17,326,378 300 Fund Fund Uranium Focused Energy Trust Units Uranium Focused Energy 1 14/09/2011 38 2.64 17,328,378 2,000 Fund Fund Uranium Focused Energy Trust Units Uranium Focused Energy 1 15/09/2011 38 2.6 17,328,978 600 Fund Fund Uranium Focused Energy Trust Units Uranium Focused Energy 1 15/09/2011 38 2.69 17,330,978 2,000 Fund Fund Valeant Pharmaceuticals Common Shares Farmer, Ron 4 12/09/2011 10 8,209 1,000 International, Inc. Valeant Pharmaceuticals Bonds 6.875% due Melas-Kyriazi, Theo 4 28/09/2010 00 International, Inc. 12/01/2018 Valeant Pharmaceuticals Bonds 6.875% due Melas-Kyriazi, Theo 4 13/09/2011 10 94.5 $1,000,000 $1,000,000 International, Inc. 12/01/2018 Valeant Pharmaceuticals Bonds 6.875% due Melas-Kyriazi, Theo 4 13/09/2011 10 94.75 $1,300,000 $300,000 International, Inc. 12/01/2018 Veraz Petroleum Ltd. Common Shares Baay, Paul Raymond 4 16/09/2011 30 0.48 543,708 2,563 Veraz Petroleum Ltd. Common Shares Cosijn, Gerardjan (Oppe) 4, 5 12/09/2011 10 0.45 1,946,462 8,000 Veraz Petroleum Ltd. Common Shares Cosijn, Gerardjan (Oppe) 4, 5 14/09/2011 10 0.45 1,969,962 23,500 Veraz Petroleum Ltd. Common Shares Cosijn, Gerardjan (Oppe) 4, 5 16/09/2011 10 0.48 1,973,868 3,906 Veraz Petroleum Ltd. Common Shares Mitzel, Trevor 4 16/09/2011 30 0.48 169,103 1,736 Vero Energy Inc. Common Shares Bachynski, Robert 5 12/09/2011 30 4 85,804 441 Vero Energy Inc. Common Shares Bartole, Doug 4, 5 12/09/2011 30 4 938,445 602 Vero Energy Inc. Common Shares Gilewicz, Gerald 5 12/09/2011 30 4 94,952 441 Vero Energy Inc. Common Shares Manchester, Shane 5 12/09/2011 30 4 295,944 441 Vero Energy Inc. Common Shares Yakiwchuk, Kevin 5 12/09/2011 30 4 407,408 441 Victoria Gold Corp. (formerly Common Shares Agro, Hugh 4 12/09/2011 10 0.49 1,300,000 100,000 Victoria Resource Corporation) Victoria Gold Corp. (formerly Options Arychuk, Kelly Lynn 5 22/08/2011 50 0.65 150,000 150,000 Victoria Resource Corporation) Victoria Gold Corp. (formerly Options Arychuk, Kelly Lynn 5 06/09/2011 00 Victoria Resource Corporation) Victoria Gold Corp. (formerly Common Shares McConnell, John Charles 4, 5 14/09/2011 10 0.51 1,268,000 39,000 Victoria Resource Corporation) Victoria Gold Corp. (formerly Common Shares McConnell, John Charles 4, 5 15/09/2011 10 0.5 1,313,500 45,500 Victoria Resource Corporation) Victoria Gold Corp. (formerly Common Shares McConnell, John Charles 4, 5 16/09/2011 10 0.52 1,337,500 24,000 Victoria Resource Corporation) Viking Gold Exploration Inc. Options BRACE, DAVID WALLACE 4 12/09/2011 50 0.17 450,000 150,000

September 23, 2011 (2011) 34 OSCB 9921

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Viking Gold Exploration Inc. Options Edwards, Mark 5 12/09/2011 50 0.17 1,050,000 300,000

Viking Gold Exploration Inc. Options Hansuld, John Alexander 4 12/09/2011 50 0.17 700,000 150,000

Viking Gold Exploration Inc. Options McCLEERY, JOHN BARRY 4 14/09/2011 50 0.17 350,000 150,000

Viking Gold Exploration Inc. Options Mitchell, Garfield Robert 4 12/09/2011 50 0.17 450,000 150,000

Viking Gold Exploration Inc. Options Smith, Lawrence Devon 4 12/09/2011 50 400,000 150,000

Viking Gold Exploration Inc. Options Supol, George 5 12/09/2011 50 0.17 350,000 75,000

Virtutone Networks Inc. Options Allen, Jason 4, 5 12/09/2011 50 0.1 700,000 400,000 (formerly Sawhill Capital Ltd.) Virtutone Networks Inc. Options Campbell, Colin Robert 5 05/04/2010 00 (formerly Sawhill Capital Ltd.) Virtutone Networks Inc. Options Campbell, Colin Robert 5 12/09/2011 50 0.1 200,000 200,000 (formerly Sawhill Capital Ltd.) Virtutone Networks Inc. Options Matkaluk, Randal John 4, 5 01/09/2011 52 0.2 0 -300,000 (formerly Sawhill Capital Ltd.) Virtutone Networks Inc. Options Matkaluk, Randal John 4, 5 01/09/2011 50 0.1 160,000 160,000 (formerly Sawhill Capital Ltd.) Virtutone Networks Inc. Options Matkaluk, Randal John 4, 5 12/09/2011 52 0.2 -300,000 (formerly Sawhill Capital Ltd.) Virtutone Networks Inc. Options Matkaluk, Randal John 4, 5 12/09/2011 50 0.1 160,000 (formerly Sawhill Capital Ltd.) Virtutone Networks Inc. Options Montgomery, Murray 4 12/09/2011 50 280,000 160,000 (formerly Sawhill Capital Wayne Ltd.) Visible Gold Mines Inc. Common Shares Inwentash, Sheldon 6 14/09/2011 10 0.4183 3,642,500 -107,500 Visible Gold Mines Inc. Common Shares Inwentash, Sheldon 6 15/09/2011 10 0.39 3,500,000 -142,500 Viterra Inc. Common Shares Bell, James Russell 5 16/09/2011 10 10.83 10,571 1,000 Viterra Inc. Common Shares Berger, Steven 5 15/09/2011 10 10.948 17,936 -3,000 Viterra Inc. Common Shares Berger, Steven 5 15/09/2011 10 10.85 5,416 -12,520 Viterra Inc. Common Shares Muirhead, Andrew 5 07/04/2010 10 9.4 0 -2,157 Viterra Inc. Restricted/Performance Muirhead, Andrew 5 07/04/2010 10 9.4 -2,157 Share Units Viterra Inc. Restricted/Performance Muirhead, Andrew 5 07/04/2010 10 9.4 -2,157 Share Units Viterra Inc. Restricted/Performance Muirhead, Andrew 5 07/04/2010 10 9.4 -2,157 Share Units Volta Resources Inc. Common Shares Bullock, Kevin 4, 5 01/04/2008 00 Volta Resources Inc. Common Shares Bullock, Kevin 4, 5 15/09/2011 10 1.64 10,000 10,000 Volta Resources Inc. Common Shares Bullock, Kevin 4, 5 15/09/2011 10 1.65 20,000 10,000 Volta Resources Inc. Common Shares Bullock, Kevin 4, 5 16/09/2011 10 1.65 25,000 5,000 Volta Resources Inc. Common Shares Bullock, Kevin 4, 5 16/09/2011 10 1.6 30,000 5,000 Waldron Energy Corporation Common Shares Eliuk, Nanna 5 07/09/2011 30 3.22 13,197 3,163

Waldron Energy Corporation Common Shares Lissel, Byron 5 07/09/2011 30 3.22 39,367 3,164

Waldron Energy Corporation Common Shares Sapieha, Ernest 4, 5 07/09/2011 30 3.22 462,580 4,218

Waldron Energy Corporation Common Shares Schultz, Dean 5 07/09/2011 30 3.22 239,677 3,164

Waldron Energy Corporation Common Shares Stodalka, Murray 5 07/09/2011 30 3.22 625,492 3,691

Wallbridge Mining Company Common Shares Bailey, Joshua 5 15/09/2011 10 0.19 152,527 49,000 Limited Wesdome Gold Mines Ltd. Common Shares Mannard, George Nelson 5 08/09/2011 10 2.74 -7,350 -10,000 Wesdome Gold Mines Ltd. Common Shares Orr, Donald 4, 5 13/09/2011 10 2.75 100,000 -50,000 Western Potash Corp. Common Shares Inwentash, Sheldon 3 09/09/2011 10 1.2671 6,451,887 -150,000 Western Potash Corp. Common Shares Inwentash, Sheldon 3 09/09/2011 10 1.261 6,351,887 -100,000 Western Potash Corp. Common Shares Inwentash, Sheldon 3 09/09/2011 10 1.3074 6,101,887 -250,000 Western Potash Corp. Common Shares Inwentash, Sheldon 3 02/12/2010 00 Western Potash Corp. Common Shares Inwentash, Sheldon 3 08/09/2011 00 Western Troy Capital Options Holmstead, Wayne Edward 5 12/09/2011 52 595,000 -25,000 Resources Inc.

September 23, 2011 (2011) 34 OSCB 9922

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Western Troy Capital Options Klyman, Milton 4 12/09/2011 52 125,000 -25,000 Resources Inc. Western Troy Capital Options Loesby, Rex E. 5 12/09/2011 52 625,000 -60,000 Resources Inc. Western Troy Capital Options Mourin, Stanley 3, 4, 5 12/09/2011 52 0.26 655,000 -60,000 Resources Inc. Western Wind Energy Corp. Common Shares WARDLOW, Victor John 4 07/09/2011 10 1.34 390,900 -10,000 Western Wind Energy Corp. Common Shares WARDLOW, Victor John 4 08/09/2011 10 1.36 385,900 -5,000 WesternOne Equity Income Units WEQ.UN Gordon, Jon 4 07/09/2011 10 6 57,000 1,000 Fund WesternOne Equity Income Units WEQ.UN Gordon, Jon 4 09/09/2011 10 6.06 58,000 1,000 Fund WesternOne Equity Income Units WEQ.UN Gordon, Jon 4 09/09/2011 10 6 58,800 800 Fund Westport Innovations Inc. Common Shares Baker, Warren J. 4 08/09/2011 51 10,727 1,400 Westport Innovations Inc. Common Shares Baker, Warren J. 4 08/09/2011 10 26.35 9,327 -1,400 Westport Innovations Inc. Common Shares Baker, Warren J. 4 08/09/2011 51 9,355 28 Westport Innovations Inc. Common Shares Baker, Warren J. 4 08/09/2011 10 26.34 9,327 -28 Westport Innovations Inc. Options Baker, Warren J. 4 08/09/2011 51 25,024 -1,400 Westport Innovations Inc. Options Baker, Warren J. 4 08/09/2011 51 24,996 -28 Westport Innovations Inc. Common Shares Demers, David Robert 4, 5 08/09/2011 51 33,785 13,700 Westport Innovations Inc. Common Shares Demers, David Robert 4, 5 08/09/2011 10 27.7 20,085 -13,700 Westport Innovations Inc. Common Shares Demers, David Robert 4, 5 13/09/2011 51 33,385 13,300 Westport Innovations Inc. Common Shares Demers, David Robert 4, 5 13/09/2011 10 27.7 20,085 -13,300 Westport Innovations Inc. Performance Share Units Demers, David Robert 4, 5 08/09/2011 51 428,092 -13,700

Westport Innovations Inc. Performance Share Units Demers, David Robert 4, 5 13/09/2011 51 414,792 -13,300

Westport Innovations Inc. Common Shares Sonntag, Nicholas 5 07/09/2011 10 7,766 -23,000 White Tiger Gold Ltd. Common Shares Scola, Francis 4 29/12/2010 00 White Tiger Gold Ltd. Common Shares Scola, Francis 4 14/09/2011 10 1.16 17,000 17,000 White Tiger Gold Ltd. Common Shares Sugar, Edward Aryeh 4 14/09/2011 10 1.179 9,020,000 20,000 Wild Stream Exploration Inc. Common Shares Colborne, Paul 4 12/09/2011 10 9.6 86,300 10,000

Wildcat Exploration Ltd. Common Shares Fillion, Denis 4 13/09/2011 10 0.04 895,286 50,000 Winstar Resources Ltd. Common Shares DUNCAN, William Russell 4 12/09/2011 51 5,000 5,000 Winstar Resources Ltd. Common Shares DUNCAN, William Russell 4 12/09/2011 10 3.3 0 -5,000 Winstar Resources Ltd. Options DUNCAN, William Russell 4 12/09/2011 51 38,500 -5,000 World Energy Solutions, Inc. Common Shares Libbey, Edward 4 09/09/2011 46 2.91 115,300 430

World Energy Solutions, Inc. Common Shares Wellard, John 4 09/09/2011 46 2.91 13,060 1,289

World Energy Solutions, Inc. Common Shares Wolfe, Thad 4 09/09/2011 46 2.91 17,101 1,289

Xceed Mortgage Corporation Common Shares Bouganim, Jeffrey Joseph 5 16/03/2010 00

Xceed Mortgage Corporation Common Shares Bouganim, Jeffrey Joseph 5 12/09/2011 10 0.96 3,000

Xceed Mortgage Corporation Common Shares Bouganim, Jeffrey Joseph 5 12/09/2011 10 0.96 2,000 2,000

Xceed Mortgage Corporation Common Shares Bouganim, Jeffrey Joseph 5 12/09/2011 10 0.96 4,000

Xceed Mortgage Corporation Common Shares Bouganim, Jeffrey Joseph 5 12/09/2011 10 0.96 4,000 2,000

Xceed Mortgage Corporation Common Shares Jones, Michael Rhoderick 5 13/09/2011 10 0.97 249,000 6,027

Xceed Mortgage Corporation Common Shares Jones, Michael Rhoderick 5 13/09/2011 10 0.96 250,000 1,000

Yaletown Capital Corp. Common Shares Kind, Douglas 3, 4, 5 09/09/2011 10 0.2 3,989,340 1,000 Yaletown Capital Corp. Common Shares Kind, Douglas 3, 4, 5 14/09/2011 10 0.2 3,992,340 3,000 Yangarra Resources Ltd. Common Shares Dyck, Jeffrey Earl 5 13/09/2011 10 0.63 22,100 18,000 Yangarra Resources Ltd. Common Shares Evaskevich, James Grant 4, 5 15/09/2011 10 0.6 2,206,347 100,000 Yangarra Resources Ltd. Common Shares Gardiner, Ron 5 15/09/2011 10 0.6 384,000 20,000 Yellow Media Inc. Preferred Shares First Yellow Media Inc./Yellow 1 01/09/2011 38 9.38 66,468 3,134 Preferred Shares, Média inc. 8,000,000 Series 2 Yellow Media Inc. Preferred Shares First Yellow Media Inc./Yellow 1 02/09/2011 38 9.53 69,602 3,134 Preferred Shares, Média inc. 8,000,000 Series 2 Yellow Media Inc. Preferred Shares First Yellow Media Inc./Yellow 1 14/09/2011 38 9.1868 0 -69,602 Preferred Shares, Média inc. 8,000,000 Series 2

September 23, 2011 (2011) 34 OSCB 9923

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Yellow Media Inc. Preferred Shares Yellow Media Inc./Yellow 1 01/09/2011 38 12.91 5,540 1,385 Preferred Shares First Média inc. Preferred Shares 5,000,000 Series 5 Yellow Media Inc. Preferred Shares Yellow Media Inc./Yellow 1 02/09/2011 38 12.85 6,925 1,385 Preferred Shares First Média inc. Preferred Shares 5,000,000 Series 5 Yellow Media Inc. Preferred Shares Yellow Media Inc./Yellow 1 14/09/2011 38 12.741 0 -6,925 Preferred Shares First Média inc. Preferred Shares 5,000,000 Series 5 Yellow Media Inc. Preferred Shares Yellow Media Inc./Yellow 1 01/09/2011 38 12.39 12,272 3,068 Preferred Shares First Média inc. Preferred Shares 8,300,000 Series 3 Yellow Media Inc. Preferred Shares Yellow Media Inc./Yellow 1 02/09/2011 38 12.5 15,340 3,068 Preferred Shares First Média inc. Preferred Shares 8,300,000 Series 3 Yellow Media Inc. Preferred Shares Yellow Media Inc./Yellow 1 14/09/2011 38 12.554 0 -15,340 Preferred Shares First Média inc. Preferred Shares 8,300,000 Series 3 Yieldplus Income Fund Trust Units Yieldplus Income Fund 1 12/09/2011 38 6.83 80,005,293 1,000 YM BioSciences Inc. Common Shares ALLAN, DAVID G. P. 4 08/09/2011 10 1.98 407,180 -5,701 YM BioSciences Inc. Warrants ALLAN, DAVID G. P. 4 15/12/2008 55 0 -43,936 Yukon-Nevada Gold Corp. Common Shares Reichert, Randy 5 14/06/2011 00 Yukon-Nevada Gold Corp. Common Shares Reichert, Randy 5 16/09/2011 10 0.475 100,000 100,000 Zargon Oil & Gas Ltd. Common Shares Dranchuk, Jason Brent 5 15/07/2011 30 21.697 1,515 47 Zargon Oil & Gas Ltd. Common Shares Dranchuk, Jason Brent 5 18/07/2011 30 20.452 12 Zargon Oil & Gas Ltd. Common Shares Dranchuk, Jason Brent 5 18/07/2011 30 20.452 1,525 10 Zargon Oil & Gas Ltd. Common Shares Dranchuk, Jason Brent 5 29/07/2011 30 19.317 1,578 53 Zargon Oil & Gas Ltd. Common Shares Dranchuk, Jason Brent 5 15/08/2011 30 17.698 1,636 58 Zargon Oil & Gas Ltd. Common Shares Dranchuk, Jason Brent 5 16/08/2011 30 16.415 1,649 13 Zargon Oil & Gas Ltd. Common Shares Dranchuk, Jason Brent 5 31/08/2011 30 16.965 1,709 60 Zargon Oil & Gas Ltd. Common Shares Dranchuk, Jason Brent 5 15/07/2011 30 21.697 7,355 47 Zargon Oil & Gas Ltd. Common Shares Dranchuk, Jason Brent 5 18/07/2011 30 20.452 7,367 12 Zargon Oil & Gas Ltd. Common Shares Dranchuk, Jason Brent 5 29/07/2011 30 19.317 7,420 53 Zargon Oil & Gas Ltd. Common Shares Dranchuk, Jason Brent 5 15/08/2011 30 17.698 7,478 58 Zargon Oil & Gas Ltd. Common Shares Dranchuk, Jason Brent 5 16/08/2011 30 16.415 7,493 15 Zargon Oil & Gas Ltd. Common Shares Dranchuk, Jason Brent 5 31/08/2011 30 16.965 7,553 60 Zargon Oil & Gas Ltd. Common Shares Hansen, Craig Henry 4, 5 15/07/2011 30 21.697 82,532 79 Zargon Oil & Gas Ltd. Common Shares Hansen, Craig Henry 4, 5 18/07/2011 30 20.452 82,553 21 Zargon Oil & Gas Ltd. Common Shares Hansen, Craig Henry 4, 5 29/07/2011 30 19.317 82,642 89 Zargon Oil & Gas Ltd. Common Shares Hansen, Craig Henry 4, 5 15/08/2011 30 17.698 82,739 97 Zargon Oil & Gas Ltd. Common Shares Hansen, Craig Henry 4, 5 16/08/2011 30 16.415 82,767 28 Zargon Oil & Gas Ltd. Common Shares Hansen, Craig Henry 4, 5 31/08/2011 30 16.965 82,868 101 Zargon Oil & Gas Ltd. Common Shares Hansen, Craig Henry 4, 5 15/07/2011 30 21.697 421,141 42 Zargon Oil & Gas Ltd. Common Shares Hansen, Craig Henry 4, 5 18/07/2011 30 20.452 421,153 12 Zargon Oil & Gas Ltd. Common Shares Hansen, Craig Henry 4, 5 29/07/2011 30 19.317 421,201 48 Zargon Oil & Gas Ltd. Common Shares Hansen, Craig Henry 4, 5 15/08/2011 30 17.698 421,253 52 Zargon Oil & Gas Ltd. Common Shares Hansen, Craig Henry 4, 5 16/08/2011 30 16.415 421,268 15 Zargon Oil & Gas Ltd. Common Shares Hansen, Craig Henry 4, 5 31/08/2011 30 16.965 421,322 54 Zargon Oil & Gas Ltd. Common Shares Harrison, K. James 4 14/09/2011 10 13.93 58,782 4,900 Zargon Oil & Gas Ltd. Common Shares Harrison, K. James 4 14/09/2011 10 14.09 59,082 300 Zargon Oil & Gas Ltd. Common Shares Harrison, K. James 4 14/09/2011 10 14.1 59,382 300 Zargon Oil & Gas Ltd. Common Shares Harrison, K. James 4 15/09/2011 10 14.5 63,882 4,500 Zargon Oil & Gas Ltd. Common Shares Howard, Tracy Leigh 5 15/07/2011 30 21.697 2,471 14 Zargon Oil & Gas Ltd. Common Shares Howard, Tracy Leigh 5 18/07/2011 30 20.452 2,475 4 Zargon Oil & Gas Ltd. Common Shares Howard, Tracy Leigh 5 29/07/2011 30 19.317 2,491 16 Zargon Oil & Gas Ltd. Common Shares Howard, Tracy Leigh 5 15/08/2011 30 17.698 2,508 17 Zargon Oil & Gas Ltd. Common Shares Howard, Tracy Leigh 5 16/08/2011 30 16.415 2,514 6 Zargon Oil & Gas Ltd. Common Shares Howard, Tracy Leigh 5 31/08/2011 30 16.965 2,532 18 Zargon Oil & Gas Ltd. Common Shares Howard, Tracy Leigh 5 15/07/2011 30 21.697 6,091 41 Zargon Oil & Gas Ltd. Common Shares Howard, Tracy Leigh 5 18/07/2011 30 20.452 6,101 10 Zargon Oil & Gas Ltd. Common Shares Howard, Tracy Leigh 5 29/07/2011 30 19.317 6,148 47 Zargon Oil & Gas Ltd. Common Shares Howard, Tracy Leigh 5 15/08/2011 30 17.698 6,199 51 Zargon Oil & Gas Ltd. Common Shares Howard, Tracy Leigh 5 16/08/2011 30 16.415 6,213 14 Zargon Oil & Gas Ltd. Common Shares Howard, Tracy Leigh 5 31/08/2011 30 16.965 6,266 53 Zargon Oil & Gas Ltd. Common Shares Kergan, Brian 5 15/07/2011 30 21.697 9,682 56 Zargon Oil & Gas Ltd. Common Shares Kergan, Brian 5 18/07/2011 30 20.452 9,697 15 Zargon Oil & Gas Ltd. Common Shares Kergan, Brian 5 29/07/2011 30 19.317 9,759 62 Zargon Oil & Gas Ltd. Common Shares Kergan, Brian 5 15/08/2011 30 17.698 9,827 68

September 23, 2011 (2011) 34 OSCB 9924

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Zargon Oil & Gas Ltd. Common Shares Kergan, Brian 5 16/08/2011 30 16.415 9,846 19 Zargon Oil & Gas Ltd. Common Shares Kergan, Brian 5 31/08/2011 30 16.965 9,917 71 Zargon Oil & Gas Ltd. Common Shares Kergan, Brian 5 15/07/2011 30 21.697 11,649 37 Zargon Oil & Gas Ltd. Common Shares Kergan, Brian 5 18/07/2011 30 20.452 11,659 10 Zargon Oil & Gas Ltd. Common Shares Kergan, Brian 5 29/07/2011 30 19.317 11,701 42 Zargon Oil & Gas Ltd. Common Shares Kergan, Brian 5 15/08/2011 30 17.698 11,746 45 Zargon Oil & Gas Ltd. Common Shares Kergan, Brian 5 16/08/2011 30 16.415 11,759 13 Zargon Oil & Gas Ltd. Common Shares Kergan, Brian 5 31/08/2011 30 16.965 11,806 47 Zargon Oil & Gas Ltd. Common Shares Lee, Kevin Chin Yu 5 15/07/2011 30 21.697 3,928 77 Zargon Oil & Gas Ltd. Common Shares Lee, Kevin Chin Yu 5 18/07/2011 30 20.452 3,954 26 Zargon Oil & Gas Ltd. Common Shares Lee, Kevin Chin Yu 5 29/07/2011 30 19.317 4,041 87 Zargon Oil & Gas Ltd. Common Shares Lee, Kevin Chin Yu 5 15/08/2011 30 17.698 4,136 95 Zargon Oil & Gas Ltd. Common Shares Lee, Kevin Chin Yu 5 16/08/2011 30 16.415 4,170 34 Zargon Oil & Gas Ltd. Common Shares Lee, Kevin Chin Yu 5 31/08/2011 30 16.965 4,269 99 Zazu Metals Corporation Common Shares Disbrow, Robert 3 14/09/2011 10 1.32 2,700,000 -15,000 ZENN Motor Company Inc. Options Clifford, Ian 3, 4, 5 12/09/2011 50 0.74 400,000 50,000

ZENN Motor Company Inc. Options Clifford, Ian 3, 4, 5 12/09/2011 50 0.74 440,000 40,000

ZENN Motor Company Inc. Options Gregg, Allan Raymond 4 12/09/2011 50 140,000 40,000

ZENN Motor Company Inc. Options Hammock, Roger Barry 4 12/09/2011 50 140,000 40,000

ZENN Motor Company Inc. Options Kofman, James Edward 4 12/09/2011 50 340,000 40,000

ZENN Motor Company Inc. Options Kofman, James Edward 4 12/09/2011 50 590,000 250,000

ZENN Motor Company Inc. Options Somers, Stewart Douglas 4 31/01/2011 50 300,000 150,000

ZENN Motor Company Inc. Options Somers, Stewart Douglas 4 12/09/2011 50 340,000 40,000

September 23, 2011 (2011) 34 OSCB 9925

Insider Reporting

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September 23, 2011 (2011) 34 OSCB 9926

Chapter 8

Notice of Exempt Financings

REPORTS OF TRADES SUBMITTED ON FORMS 45-106F1 AND 45-501F1

Transaction No. of Issuer/Security Total Purchase No. of Date Purchasers Price ($) Securities Distributed 08/31/2009 to 2 360 Degree US Realty Income Fund (LP) - Units 410,000.00 4,000.00 12/31/2009 08/31/2009 1 Absolute Return Fund (LP) - Units 150,000.00 1,500.00

08/25/2011 1 Alpaca Resources Inc. - Units 12,500.00 490,000.00

08/25/2011 8 Amber Petroleum Limited - Common Shares 360,253.80 3,660,000.00

08/31/2011 66 Asante Gold Corporation - Common Shares 1,402,000.00 5,608,000.00

09/01/2011 7 Ascend Partners Fund II, Ltd. - Common Shares 7,863,289.00 80,406.00

09/01/2011 22 Aura Silver Resources Inc. - Common Shares 1,627,500.00 9,827,254.00

08/22/2011 2 Axela Inc. - Debentures 500,000.00 2.00

08/30/2011 to 4 Barkerville Gold Mines Ltd. - Common Shares 230,700.00 150,000.00 09/01/2011 08/31/2011 38 BCGold Corp. - Units 1,472,440.00 12,713,663.00

01/01/2010 to 1 BlackRock Cayman Prime Money Market Fund Ltd. 523,223,202.00 934,200,717.68 12/31/2010 - Units 08/18/2011 6 BNP Paribas Arbitrage Issuance B.V - Certificates 250,934.01 225,000.00

08/26/2011 8 Brionor Resources Inc. - Units 531,780.00 7,596,858.00

08/26/2011 41 Callinex Mines Inc. - Flow-Through Shares 6,600,000.00 6,000,000.00

08/25/2011 30 Canadian Horizons Blended Mortgage Investment 995,939.00 995,939.00 Corporation - Units 08/25/2011 22 Canadian Horizons First Mortgage Investment 424,116.00 424,116.00 Corporation - Preferred Shares 07/14/2011 1 Capital One Financial Corporation - Common 47,925.00 1,000.00 Shares 08/25/2011 10 CareVest Capital Blended Mortgage Investment 288,928.00 288,928.00 Corp. - Preferred Shares 08/17/2011 113 Carmel Bay Exploration Ltd. - Common Shares 10,071,961.00 6,714,641.00

09/01/2011 1 Century Energy Ltd. - Common Shares 300,000.00 5,000,000.00

08/25/2011 1 CFI Trust - Notes 20,000,000.00 20,000,000.00

03/14/2011 1 Citigroup Funding Inc. - Notes 96,440.00 100.00

08/02/2011 to 5 ColCan Energy Corp. - Units 9,000,000.60 12,857,144.00 08/09/2011

September 23, 2011 (2011) 34 OSCB 9927

Notice of Exempt Financings

Transaction No. of Issuer/Security Total Purchase No. of Date Purchasers Price ($) Securities Distributed 09/01/2011 19 Creative Wealth Monthly Pay Trust - Trust Units 1,409,250.00 140,925.00

07/13/2011 14 East Asia Minerals Corporation - Common Shares 10,005,000.00 3,450,000.00

08/23/2011 to 16 Embotics Corporation - Preferred Shares 905,000.00 905,000.00 08/25/2011 09/08/2011 1 euNetworks Group Limited - Common Shares 8,825,760.00 720,000,000.00

08/12/2011 29 Gowest Gold Ltd. - Units 2,901,535.05 N/A

08/18/2011 12 Groundstar Resources Limited - Units 1,300,000.00 13,000,000.00

06/15/2011 12 Guardian Exploration Inc. - Flow-Through Units 825,000.00 8,250,000.00

08/19/2011 124 Harbour First Mortgage Fund Limited Partnership - 3,886,202.00 3,886.20 Units 10/19/2005 to 153 HarbourEdge Mortgage Investment Corporation - 40,402,565.00 40,402,565.00 09/30/2010 Preferred Shares 07/29/2011 1 Immy Inc. (Formerly Immersion USA, Inc.) - 248,950.80 36.00 Common Shares 08/18/2011 1 Isabella Developments Inc. - Units 1,306,006.00 1,306,006.00

08/08/2011 1 JFL Equity Investors III, L.P. - Limited Partnership 14,835,000.00 1.00 Interest 02/01/2011 1 Karsch Capital Ltd. - Common Shares 48,403,650.00 237,538.60

08/25/2011 15 Kitrinor Metals Inc. - Units 317,310.07 1,999,469.00

08/18/2011 1 Koffman Enterprises Limited - Units 246,944.00 246,944.00

08/26/2011 13 Lachlan Star Limited - Special Warrants 14,585,569.60 18,400,000.00

07/15/2011 42 Lakota Resources Inc. - Common Shares 1,727,100.00 172,710,000.00

06/08/2011 1 Living Forest One Limited Partnership - Units 30,000.00 25,000.00

06/30/2011 1 Living Forest One Limited Partnership - Units 60,000.00 50,000.00

07/11/2011 1 Living Forest One Limited Partnership - Units 30,000.00 30,000.00

08/22/2011 to 8 Member-Partners Solar Energy Capital Inc. - Bonds 175,700.00 1,757.00 08/24/2011 08/22/2011 to 3 Member-Partners Solar Energy Limited Partnership 114,000.00 114,000.00 08/26/2011 - Units 08/29/2011 4 Merchant World Service Inc. - Units 425,000.00 3,450,000.00

09/12/2011 1 National Retail Properties, Inc. - Common Shares 72,682.12 8,000,000.00

08/22/2011 to 7 Newport Balanced Fund - Limited Partnership 51,815.93 531.00 08/31/2011 Interest 09/01/2011 to 1 Newport Balanced Fund - Trust Units 40,000.00 408.00 09/09/2011 08/22/2011 to 1 Newport Canadian Equity Fund - Limited 7,000.00 53.00 08/31/2011 Partnership Interest

September 23, 2011 (2011) 34 OSCB 9928

Notice of Exempt Financings

Transaction No. of Issuer/Security Total Purchase No. of Date Purchasers Price ($) Securities Distributed 09/01/2011 to 1 Newport Canadian Equity Fund - Trust Units 25,000.00 190.00 09/09/2011 09/01/2011 to 5 Newport Fixed Income Fund - Trust Units 782,860.75 7,317.00 09/09/2011 08/22/2011 to 1 Newport Global Equity Fund - Limited Partnership 15,000.00 277.00 08/31/2011 Interest 08/22/2011 to 2 Newport Real Estate LPU - Limited Partnership 1,609,349.50 162,555.00 08/31/2011 Interest 08/22/2011 to 8 Newport Yield Fund - Limited Partnership Interest 163,000.00 1,319.00 08/31/2011 09/01/2011 to 3 Newport Yield Fund - Trust Units 181,000.00 1,551.00 09/09/2011 08/04/2011 to 27 Northern Freegold Resources Ltd. - Units 2,423,562.00 8,078,540.00 08/08/2011 07/20/2011 52 Northern Freegold Resources Ltd. - Units 6,000,000.00 20,000,000.00

08/22/2011 61 Northern Patriot Oil & Gas Ltd. - Units 2,133,323.50 1,323,211.00

08/23/2011 8 ONCAP III (Canada) LP - Limited Liability Interest 26,000,000.00 N/A

08/02/2011 10 Pacific Alberta Income Fund - Units 935,550.00 10.00

08/19/2011 14 Petro-Reef Resources Ltd. - Flow-Through Shares 2,391,200.00 5,978,000.00

08/23/2011 to 2 Place Trans Canadienne Commercial Limited 60,000.00 60,000.00 08/25/2011 Partnership - Notes 09/09/2011 2 Premium Brands Holdings Corporation - Common 31,500,000.00 1,968,750.00 Shares 08/09/2011 1 Providence Equity Partners VII-A L.P. - Limited 13,830,414.00 1.00 Liability Interest 08/25/2011 7 Q-Gold Resources Ltd. - Common Shares 726,000.00 7,350,000.00

09/13/2011 1 Radiant Energy Corporation - Debenture 50,000.00 1.00

06/29/2011 2 Rainy River Resources Ltd. - Common Shares 89,900.00 10,000.00

08/30/2011 5 Rainy River Resources Ltd. - Common Shares 864,200.00 80,000.00

08/23/2011 2 Richard Gianchetti - Units 5,000,000.00 5,000,000.00

08/22/2011 2 Rocmec Mining Inc. - Flow-Through Units 500,000.00 2,500,000.00

08/24/2011 24 Sharprock Resources Inc. - Common Shares 395,290.00 20,000,000.00

08/19/2011 2 Shear Diamonds Ltd. - Common Shares 981,120.00 3,504,000.00

08/15/2011 71 Skyline Apartment Real Estate Investment Trust - 8,535,234.40 779,930.40 Units 08/29/2011 to 33 Southeast Asia Mining Corp. - Common Shares 647,900.00 25,916,000.00 09/09/2011 08/11/2011 4 Southeast Asia Mining Corp. - Common Shares 175,000.00 7,000,000.00

September 23, 2011 (2011) 34 OSCB 9929

Notice of Exempt Financings

Transaction No. of Issuer/Security Total Purchase No. of Date Purchasers Price ($) Securities Distributed 08/16/2011 22 Southern Silver Exploration Corp. - Common 819,095.02 4,818,206.00 Shares 08/26/2011 43 Tamaka Gold Corporation - Flow-Through Shares 7,682,583.00 21,418,588.00

07/05/2011 3 Teck Resources Limited - Notes 12,466,831.58 3.00

08/30/2011 6 Texada Software Inc. - Common Shares 3,750,000.00 37,750,000.00

08/23/2011 4 Thompson Hotels - Units 10,000,000.00 10,000,000.00

04/27/2010 to 1 Tweedy, Browne Value Fund - Common Shares 221,370.03 12,174.00 03/29/2011 06/30/2010 1 Tweedy, Browne Worldwide High Dividend Yield 21,341.55 2,610.00 Value Fund - Common Shares 08/19/2011 1 UBS AG, Jersey Branch - Notes 29,700.60 30.00

09/01/2000 1 UBS AG, Jersey Branch - Notes 814,901.00 500,000.00

08/16/2011 to 3 UBS AG, London Branch - Notes 1,500,000.00 1,500.00 08/17/2011 01/01/2010 to 1 U.S. LIBOR GlobalAlpha Bond Fund Ltd. - Units 117,036,797.58 308,918.30 12/31/2010 08/25/2011 to 7 Vital Alert Communication Inc. - Preferred Shares 600,999.96 3,338,888.00 08/26/2011 09/02/2011 5 VSS Communications Parallel Partners IV, L.P. - 662,009.00 5.00 Limited Partnership Interest 08/05/2011 22 Walton Fletcher Mills LP - Limited Partnership Units 858,500.00 90,350.00

08/26/2011 12 Walton MD Potomac Crossing Investment 241,650.00 24,165.00 Corporation - Common Shares 08/05/2011 11 Walton Silver Crossing Investment Corporation - 287,350.00 28,735.00 Common Shares 08/05/2011 3 Walton Silver Crossing LP - Limited Partnership 330,757.04 34,286.00 Units 08/26/2011 6 Walton Silver Crossing LP - Limited Partnership 495,617.81 50,291.00 Units

September 23, 2011 (2011) 34 OSCB 9930

Notice of Exempt Financings

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September 23, 2011 (2011) 34 OSCB 9931

Chapter 11

IPOs, New Issues and Secondary Financings

Issuer Name: Issuer Name: Allon Therapeutics Inc. Atlantic Power Corporation Principal Regulator - British Columbia Principal Regulator - Ontario Type and Date: Type and Date: Preliminary Short Form Prospectus dated September 14, Preliminary Short Form Prospectus dated September 19, 2011 2011 NP 11-202 Receipt dated September 14, 2011 NP 11-202 Receipt dated September 20, 2011 Offering Price and Description: Offering Price and Description: $ * * Units Price: $ * per Unit $ * - * Common Shares Price: $ * per Common Share Underwriter(s) or Distributor(s): Underwriter(s) or Distributor(s): GMP SECURITIES L.P. TD SECURITIES INC. Promoter(s): MORGAN STANLEY CANADA LIMITED - Promoter(s): Project #1802024 - Project #1803386 ______Issuer Name: ______American Bonanza Gold Corp. Issuer Name: Principal Regulator - British Columbia Avigilon Corporation Type and Date: Principal Regulator - British Columbia Preliminary Short Form Prospectus dated September 14, Type and Date: 2011 Preliminary Long Form Prospectus dated September 20, NP 11-202 Receipt dated September 14, 2011 2011 Offering Price and Description: NP 11-202 Receipt dated September 20, 2011 $6,095,000.00 -11,500,000 Common Shares Price: $0.53 Offering Price and Description: per Share $ * - * Common Shares Price: $ * per Offered Share Underwriter(s) or Distributor(s): Underwriter(s) or Distributor(s): National Bank Financial Inc. RAYMOND JAMES LTD. Promoter(s): BMO NESBITT BURNS INC. - GMP SECURITIES L.P. Project #1802245 Promoter(s): ALEXANDER FERNANDES ______WAN JUNG Issuer Name: Project #1803816 ARMISTICE RESOURCES CORP. Principal Regulator - Ontario ______Type and Date: Preliminary Short Form Prospectus dated September 14, 2011 NP 11-202 Receipt dated September 14, 2011 Offering Price and Description: $* (Minimum Offering); $* (Maximum Offering) - A Minimum of * Units and a Maximum of * Units Price: $ * per Unit Underwriter(s) or Distributor(s): CANACCORD GENUITY CORP. Promoter(s): - Project #1802059

______

September 23, 2011 (2011) 34 OSCB 9933

IPOs, New Issues and Secondary Financings

Issuer Name: Issuer Name: Castle Silver Mines Inc. Enbridge Income Fund Holdings Inc. Principal Regulator - British Columbia Principal Regulator - Alberta Type and Date: Type and Date: Preliminary Long Form Prospectus dated September 16, Preliminary Short Form Prospectus dated September 14, 2011 2011 NP 11-202 Receipt dated September 16, 2011 NP 11-202 Receipt dated September 14, 2011 Offering Price and Description: Offering Price and Description: Minimum Offering - $2,800,000.00 - Maximum Offering - $219,506,250.00 - 11,707,000 SUBSCRIPTION $3,400,000.00 - 3,000,000 Common Share Units - RECEIPTS each representing the right to receive one $900,000.00 - 5,000,000 Common Share Units - Common Share PRICE: $18.75 PER SUBSCRIPTION $1,500,000.00 - 4,750,000 Flow-Through Units - RECEIPT $1,900,000 - 4,750,000 Flow-Through Units - Underwriter(s) or Distributor(s): $1,900,000.00 - Price: $0.30 per Common Share Unit and RBC DOMINION SECURITIES INC. $0.40 per Flow-Through Unit SCOTIA CAPITAL INC. Underwriter(s) or Distributor(s): TD SECURITIES INC. Industrial Alliance Securities Inc. BMO NESBITT BURNS INC. Promoter(s): CIBC WORLD MARKETS INC. Gold Bullion Development Corp. HSBC SECURITIES (CANADA) INC. Project #1803061 NATIONAL BANK FINANCIAL INC. CANACCORD GENUITY CORP. ______FIRSTENERGY CAPITAL CORP. Issuer Name: Promoter(s): Centric Health Corporation - Principal Regulator - Ontario Project #1802266 Type and Date: Preliminary Base Shelf Prospectus dated September 15, ______2011 Issuer Name: NP 11-202 Receipt dated September 16, 2011 EnerVest Diversified Income Trust Offering Price and Description: Principal Regulator - Alberta $265,500,000.00: Type and Date: Common Shares Preliminary Short Form Prospectus dated September 20, Debt Securities 2011 Warrants to Purchase Common Shares NP 11-202 Receipt dated September 20, 2011 Offering Price and Description: Underwriter(s) or Distributor(s): Warrants to Subscribe for up to * Units at a Subscription - Price of $* Promoter(s): Underwriter(s) or Distributor(s): - - Project #1802625 Promoter(s): - ______Project #1803809 Issuer Name: ECI Exploration and Mining Inc. ______Principal Regulator - British Columbia Issuer Name: Type and Date: Flex First Plan Preliminary Long Form Prospectus dated September 14, Principal Regulator - Ontario 2011 Type and Date: NP 11-202 Receipt dated September 15, 2011 Preliminary Long Form Prospectus dated September 15, Offering Price and Description: 2011 Minimum $* - (* Common Shares); Maximum $* - (* NP 11-202 Receipt dated September 19, 2011 Common Shares) Price: $0. per Common Share Offering Price and Description: Underwriter(s) or Distributor(s): - Stifel Nicolaus Canada Inc. Underwriter(s) or Distributor(s): Scotia Capital Inc. Knowledge First Financial Inc. National Bank Financial Inc. Promoter(s): Promoter(s): Knowledge First Foundation Robert Harrington Project #1802864 Project #1802327 ______

September 23, 2011 (2011) 34 OSCB 9934

IPOs, New Issues and Secondary Financings

Issuer Name: Issuer Name: Horizons AlphaPro Gartman ETF Silk Road Energy Inc. Horizons AlphaPro Seasonal Rotation ETF Principal Regulator - Alberta Principal Regulator - Ontario Type and Date: Type and Date: Preliminary CPC Prospectus dated September 16, 2011 Preliminary Long Form Prospectus dated September 19, NP 11-202 Receipt dated September 20, 2011 2011 Offering Price and Description: NP 11-202 Receipt dated September 19, 2011 $1,000,000.00 to $2,000,000.00 - 10,000,000 to Offering Price and Description: 20,000,000 Common Shares Price: $0.10 per Common Advisor Class Units Share Underwriter(s) or Distributor(s): Underwriter(s) or Distributor(s): - Mackie Research Capital Corporation Promoter(s): Promoter(s): ALPHAPRO MANAGEMENT INC. Zulfikar Rashid Project #1803333 Project #1803650

______Issuer Name: Issuer Name: Major Drilling Group International Inc. Superior Plus Corp. Principal Regulator - New Brunswick Principal Regulator - Alberta Type and Date: Type and Date: Preliminary Short Form Prospectus dated September 14, Preliminary Short Form Prospectus dated September 19, 2011 2011 NP 11-202 Receipt dated September 14, 2011 NP 11-202 Receipt dated September 20, 2011 Offering Price and Description: Offering Price and Description: $70,210,000.00 - 5,900,000 Subscription Receipts, each $75,000,000.00 - 7.50% Convertible Unsecured representing the right to receive one Common Share Price: Subordinated Debentures $11.90 per Subscription Receipt Underwriter(s) or Distributor(s): Underwriter(s) or Distributor(s): CIBC WORLD MARKETS INC. TD SECURITIES INC. BMO NESBITT BURNS INC. SCOTIA CAPITAL INC. NATIONAL BANK FINANCIAL INC. CIBC WORLD MARKETS INC. SCOTIA CAPITAL INC. RBC DOMINION SECURITIES INC. TD SECURITIES INC. BEACON SECURITIES LIMITED CORMARK SECURITIES INC. JENNINGS CAPITAL INC. Promoter(s): SALMAN PARTNERS INC. - Promoter(s): Project #1803385 - Project #1801948 ______Issuer Name: ______Transeuro Energy Corp. Issuer Name: Principal Regulator - British Columbia New Age (African Global Energy) Limited Type and Date: Principal Regulator - Alberta Preliminary Short Form Prospectus dated September 16, Type and Date: 2011 Preliminary Long Form Prospectus dated September 15, NP 11-202 Receipt dated September 19, 2011 2011 Offering Price and Description: NP 11-202 Receipt dated September 16, 2011 15,000,198 -OFFERING OF UP TO 91,702,265 RIGHTS Offering Price and Description: TO SUBSCRIBE FOR UP TO 166,668,866 $ * - * Ordinary Shares Price: $ * per Ordinary Share COMMON SHARES AT A SUBSCRIPTION PRICE OF Underwriter(s) or Distributor(s): $0.09 PER COMMON BMO NESBITT BURNS INC. SHARE MACQUARIE CAPITAL MARKETS CANADA LTD. Underwriter(s) or Distributor(s): CANACCORD GENUITY CORP. - SCOTIA CAPITAL INC. Promoter(s): Promoter(s): - Stephen Lowden Project #1803074 Project #1802740 ______

September 23, 2011 (2011) 34 OSCB 9935

IPOs, New Issues and Secondary Financings

Issuer Name: Issuer Name: Trevali Mining Corporation Aumento Capital III Corporation Principal Regulator - British Columbia Principal Regulator - Ontario Type and Date: Type and Date: Preliminary Short Form Prospectus dated September 20, Final CPC Prospectus dated September 15, 2011 2011 NP 11-202 Receipt dated September 16, 2011 NP 11-202 Receipt dated September 20, 2011 Offering Price and Description: Offering Price and Description: Minimum of $400,000.00 - 2,000,000 Common Shares; $40,000,000.00 -* % Convertible Senior Unsecured Maximum of $600,000.00 - 3,000,000 Common Shares Debentures Due ●, 2016 Price: $0.20 per Common Share Price: $1,000.00 per Debenture Underwriter(s) or Distributor(s): Underwriter(s) or Distributor(s): Canaccord Genuity Corp. Raymond James Ltd. Promoter(s): Promoter(s): David Danziger Mark Cruise Project #1787827 Project #1803837 ______Issuer Name: Issuer Name: Banro Corporation ZADAR VENTURES LTD. Type and Date: Principal Regulator - British Columbia Final Base Shelf Prospectus dated September 15, 2011 Type and Date: Receipted on September 16, 2011 Preliminary Long Form Prospectus dated September 14, Offering Price and Description: 2011 U.S.$9,467,200.60 - 4,303,273 Common Shares Issuable NP 11-202 Receipt dated September 20, 2011 on Exercise of Outstanding Warrants Per Warrant Share Offering Price and Description: U.S.$ 2.20 $550,000.00 - 2,200,000 COMMON SHARES (THE Underwriter(s) or Distributor(s): “OFFERED SHARES”) AT A PRICE OF $0.25 PER - SHARE Promoter(s): Underwriter(s) or Distributor(s): - WOLVERTON SECURITIES LTD. Project #1800433 Promoter(s): MARK TOMMASI ______PETER WILSON Issuer Name: JOHN ROOZENDAAL Crescent Point Energy Corp. Project #1803435 Principal Regulator - Alberta Type and Date: ______Final Short Form Prospectus dated September 14, 2011 Issuer Name: NP 11-202 Receipt dated September 14, 2011 Aumento Capital II Corporation Offering Price and Description: Principal Regulator - Ontario $375,187,500.00 - 8,625,000 Common Shares $43.50 per Type and Date: Common Share Final CPC Prospectus dated September 15, 2011 Underwriter(s) or Distributor(s): NP 11-202 Receipt dated September 16, 2011 BMO NESBITT BURNS INC. Offering Price and Description: CIBC WORLD MARKETS INC. Minimum of $400,000.00 - 2,000,000 Common Shares SCOTIA CAPITAL INC. Maximum of $600,000.00 - 3,000,000 Common Shares RBC DOMINION SECURITIES INC. Price: $0.20 per Common Share FIRSTENERGY CAPITAL CORP. Underwriter(s) or Distributor(s): TD SECURITIES INC. Canaccord Genuity Corp. NATIONAL BANK FINANCIAL INC. Promoter(s): GMP SECURITIES L.P. David Danziger MACQUARIE CAPITAL MARKETS CANADA LTD. Project #1787818 PETERS & CO. LIMITED Promoter(s): ______- Project #1800032

______

September 23, 2011 (2011) 34 OSCB 9936

IPOs, New Issues and Secondary Financings

Issuer Name: Issuer Name: Dynamic Alternative Yield Fund Franco-Nevada Corporation Principal Regulator - Ontario Principal Regulator - Ontario Type and Date: Type and Date: Final Simplified Prospectus dated September 15, 2011 Final Base Shelf Prospectus dated September 15, 2011 NP 11-202 Receipt dated September 19, 2011 NP 11-202 Receipt dated September 15, 2011 Offering Price and Description: Offering Price and Description: Series A, F, FH, H, IP, O and OP Units C$1,000,000,000.00: Underwriter(s) or Distributor(s): Common Shares Goodman & Company, Investment Counsel Ltd. Preferred Shares Promoter(s): Debt Securities Goodman & Company, Investment Counsel Ltd. Warrants Project #1778060 Subscription Receipts Underwriter(s) or Distributor(s): ______- Issuer Name: Promoter(s): Series A, Series B and Series F Securities (unless - otherwise indicated) of: Project #1800077 Fidelity Canadian Large Cap Class (also Series T5, Series T8, Series S5 and Series S8 ______Shares) Issuer Name: (Classes of Fidelity Capital Structure Corp.) Just Energy Group Inc. Fidelity Monthly Income Class Principal Regulator - Ontario (formerly Fidelity Equity and Income Class) Type and Date: (also Series T5, Series T8, Series S5, Series S8, Series F5 Final Short Form Prospectus dated September 15, 2011 and Series F8 Shares) NP 11-202 Receipt dated September 16, 2011 (Classes of Fidelity Capital Structure Corp.) Offering Price and Description: Fidelity Canadian Bond Capital Yield Fund $100,000,000.00 - 5.75% Convertible Unsecured (also Series O, Series T5, Series S5 and Series F5 Units) Subordinated Debentures Price: $1,000 per Debenture Fidelity American High Yield Capital Yield Fund Underwriter(s) or Distributor(s): (also Series O, Series T5, Series S5 and Series F5 Units) CIBC WORLD MARKETS INC. Principal Regulator - Ontario NATIONAL BANK FINANCIAL INC. Type and Date: RBC DOMINION SECURITIES INC. Final Simplified Prospectuses dated September 19, 2011 SCOTIA CAPITAL INC. NP 11-202 Receipt dated September 20, 2011 TD SECURITIES INC. Offering Price and Description: HAYWOOD SECURITIES INC. Series A, Series B, Series F, Series O, Series F5, Series JACOB SECURITIES INC. S5, Series T5, Series F8, Series T8 and Series S8 Promoter(s): Securities @ Net Asset Value - Underwriter(s) or Distributor(s): Project #1800015 Fidelity Investments Canada ULC Promoter(s): ______Fidelity Investments Canada ULC Project #1780845

______Issuer Name: Forte Resources Inc. Principal Regulator - British Columbia Type and Date: Final CPC Prospectus dated September 14, 2011 NP 11-202 Receipt dated September 15, 2011 Offering Price and Description: $200,000.00 - 2,000,000 Common Shares (the “Common Shares”) at $0.10 per Common Share Underwriter(s) or Distributor(s): Haywood Securities Inc. Promoter(s): Gunther Roehlig Project #1761664

______

September 23, 2011 (2011) 34 OSCB 9937

IPOs, New Issues and Secondary Financings

Issuer Name: Issuer Name: Mutual Fund Series Units of Norrep Fund Russell Focused US Equity Pool (Series A, B, E, F and O and units) Mutual Fund Series, Series F and Series I Shares of: Russell Focused US Equity Class (Series B, E and F Norrep II Class shares) Norrep All Cap Quant Class Principal Regulator - Ontario Norrep US Class Type and Date: Norrep Global Class Final Simplified Prospectuses dated September 12, 2011 Norrep Resource Class NP 11-202 Receipt dated September 14, 2011 Norrep High Yield Class and Offering Price and Description: Norrep Global Income Growth Class Series A, B, E, F and O units Each of Norrep Opportunities Corp. Underwriter(s) or Distributor(s): and Russell Investments Canada Limited Respecting Mutual Fund Series, Series F, Series I and Promoter(s): Series O Shares of: Russell Investments Canada Limited Norrep Entrepreneurs Class of Norrep Opportunities Corp. Project #1786250 and Respecting Mutual Fund Series, Series F, Series I and ______Series B Shares of: Issuer Name: Norrep Income Growth Class of Norrep Opportunities Corp. Taggart Capital Corp. Principal Regulator - Alberta Type and Date: Type and Date: Final CPC Prospectus dated September 14, 2011 Amended and Restated Simplified Prospectuses of the Receipted on September 15, 2011 above Issuers dated September 15, 2011 (the amended Offering Price and Description: prospectus), amending and restating the Simplified Minimum of $400,000.00 - 2,000,000 Common Shares; Prospectuses dated June 13, 2011, amending and Maximum of $600,000.00 - 3,000,000 Common Shares restating the Simplified Prospectuses dated May 3, 2011 Price: $0.20 per Common Share NP 11-202 Receipt dated September 16, 2011 Underwriter(s) or Distributor(s): Offering Price and Description: Canaccord Genuity Corp. Mutual Fund Series Units, Mutual Fund Series, Series F, I, Promoter(s): O and B Shares John FitzGerald Underwriter(s) or Distributor(s): Project #1744679 - Promoter(s): ______Norrep Inc. Project #1714910; 1788073

______Issuer Name: Pinecrest Energy Inc. Principal Regulator - Alberta Type and Date: Final Short Form Prospectus dated August 16, 2011 NP 11-202 Receipt dated September 16, 2011 Offering Price and Description: $60,000,000.00 - 25,000,000 Common Shares Price: $2.40 per Common Share Underwriter(s) or Distributor(s): Canaccord Genuity Corp. Cormark Securities Inc. GMP Securities L.P. Peters & Co. Limited Paradigm Capital Inc. Scotia Capital Inc. Promoter(s): - Project #1782661

______

September 23, 2011 (2011) 34 OSCB 9938

Chapter 12

Registrations

12.1.1 Registrants

Type Company Category of Registration Effective Date

Macquarie Infrastructure And Real September 14, New Registration Exempt Market Dealer Assets (Sales) Canada Ltd. 2011

September 15, New Registration Ascendant Securities Inc. Investment Dealer 2011

From: Exempt Market Dealer Change in Registration September 16, Henley Capital Corporation Category To: 2011 Exempt Market Dealer and Portfolio Manager

From: Saguenay Capital, LLC Exempt Market Dealer September 16, Change of Name To: Saguenay Strathmore Capital, Portfolio Manager 2011 LLC

September 16, New Registration Sophos Capital Corp. Exempt Market Dealer 2011

Return on Innovation Management September 19, New Registration Investment Fund Manager Ltd. 2011

Portfolio Manager, Investment September 20, New Registration Vanguard Investments Canada Inc. Fund Manager and 2011 Commodity Trading Manager

September 23, 2011 (2011) 34 OSCB 9939

Registrations

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September 23, 2011 (2011) 34 OSCB 9940

Chapter 13

SROs, Marketplaces and Clearing Agencies

13.2 Marketplaces

13.2.1 Alpha ATS LP – Notice of Proposed Changes and Request for Feedback – New DAO Order Designations, Elimination of All or None Order, and Changes to Mixed Lot Order Handling

ALPHA ATS LP

NOTICE OF PROPOSED CHANGES AND REQUEST FOR FEEDBACK

NEW DAO ORDER DESIGNATIONS, ELIMINATION OF ALL OR NONE ORDER, AND CHANGES TO MIXED LOT ORDER HANDLING

Alpha ATS LP has announced its plans to implement the three changes described below in Q4 2011. It is publishing this Notice of Proposed Changes in accordance with the requirements set out in OSC Staff Notice 21-703 - Transparency of the Operations of Stock Exchanges and Alternative Trading Systems. Pursuant to OSC Staff Notice 21-703, market participants are invited to provide the Commission with feedback on the proposed changes.

Feedback on the proposed changes should be in writing and submitted by October 24, 2011 to:

Market Regulation Branch Ontario Securities Commission Suite 1903, Box 55 20 Queen Street West Toronto, ON M5H 3S8 Fax (416) 595-8940 Email: [email protected]

And to:

Randee Pavalow Head of Operations and Legal Alpha ATS LP 70 York Street, suite 1501 Toronto, ON M5J 1S9 Email: [email protected]

Feedback received will be made public on the OSC website. Upon completion of the review by OSC staff, and in the absence of any regulatory concerns, notice will be published to confirm the completion of Commission staff’s review and to outline the intended implementation date of the changes.

September 23, 2011 (2011) 34 OSCB 9941

SROs, Marketplaces and Clearing Agencies

ALPHA ATS LP NOTICE OF PROPOSED CHANGES

Any questions regarding these changes should be addressed to Randee Pavalow, Head of Operations and Legal, Alpha ATS LP: [email protected], T: 647-259-0420

1. Alpha plans to introduce two new designations to provide price protection for DAO orders. The “Protect Cancel” order and “Protect Reprice” order.

Description of Proposed Changes and Reasons for Changes

Alpha plans on introducing two new order designations. When the Protect Cancel DAO designation is placed on an order, once that order is sent to Alpha it will execute, to the extent possible, at the NBBO before cancelling any residual volume that would cause a trade at a worse price than available on another marketplace, or unintentionally lock/cross the market.

Secondly, when the Protect Re-price DAO order designation is placed on an order, once that order is sent to Alpha it will execute, to the extent possible, at the NBBO before adjusting the price of any residual volume that would cause a trade at a worse price than available on another marketplace or unintentionally lock/cross the market. Orders will be re-priced to one tick from the opposite of the NBBO (NBO-1 for buy orders and NBB+1 for sell orders).

Expected Impact of the changes

These will be new order designation available to all subscribers. These new order designations are intended to reduce instances of unintentional locked or crossed markets and trades at worse prices than available on other marketplaces.

Consultations

Alpha received requests for these new order designations from its Subscribers.

Current implementation of changes in the Canadian marketplace and any alternatives considered

Similar designations are currently available in the Canadian capital markets. Note: Alpha DAO designations “Protect Reprice” and “Protect Cancel” correspond to TMX “OPR reprice” and “OPR cancel” respectively.

2. Elimination of All or Non Orders on Alpha

Description of Proposed Changes and Reasons for Changes

To address regulatory questions raised regarding non-protected order types on Alpha, AON orders will no longer be accepted by Alpha.

Expected Impact of the changes

Alpha subscribers that send AON orders have been contacted regarding the removal of support for AON orders.

Consultations

Due to the regulatory questions surrounding AON orders, subscribers have expressed very little demand for this order type. In the U.S, AON orders are not subject to order protection. A different regulatory requirement in Canada makes the use of AON orders impractical.

Current implementation of changes in the Canadian marketplace and any alternatives considered

AON orders are not supported by TMX, Pure, or Omega.

September 23, 2011 (2011) 34 OSCB 9942

SROs, Marketplaces and Clearing Agencies

3. Securities with no odd lot dealer – mixed lot handling

Description of Proposed Changes and Reasons for Changes

Alpha will now accept mixed lot orders and execute the board lot quantity, to the extent possible, then cancel any remainder back to client with message: “No odd lot trader defined for instrument. Only round lot can be booked”.

Currently, Alpha rejects mixed lot orders where there is no odd lot dealer for that security, creating an opportunity for a trade at a worse price on another marketplace where Alpha has the best price.

Expected Impact of the changes

This change will improve the handling of mixed lot orders where a security has no odd lot dealer (e.g. debentures). Subscribers will manage any cancelled portion of a mixed lot order (similar to the handling of FOK orders).

Consultations

Rejecting the round lot portion of a mixed lot order can potentially create an opportunity for a trade at a worse price on another marketplace where Alpha has the best price. Alpha received requests from its Subscribers to make this change.

Current implementation of changes in the Canadian marketplace and any alternatives considered

These proposed changes will make the handling of mixed lot orders similar to other marketplaces in the Canadian capital markets.

September 23, 2011 (2011) 34 OSCB 9943

SROs, Marketplaces and Clearing Agencies

13.3 Clearing Agencies

13.3.1 FundSERV Inc. – Notice of Commission Order – Application for Variation and Restatement of FundSERV’s Interim Order

FUNDSERV INC. (FUNDSERV)

APPLICATION FOR VARIATION AND RESTATEMENT OF FUNDSERV’s INTERIM ORDER

NOTICE OF COMMISSION ORDER

On August 30, 2011, the Commission issued an order under section 144 of the Securities Act (Ontario) (Act) varying and restating the interim order exempting FundSERV from the requirement in subsection 21.2(0.1) of the Act to be recognized as a clearing agency (Order). The Order extends FundSERV’s interim exemption. FundSERV is exempted from the requirement until the earlier of (i) May 1, 2012, and (ii) the effective date of the Subsequent Order (as defined in the Order).

A copy of the Order is published in Chapter 2 of this Bulletin.

September 23, 2011 (2011) 34 OSCB 9944

Chapter 25

Other Information

25.1 Approvals

25.1.1 Leon Frazer & Associates Inc. – s. 213(3)(b) of the LTCA

Headnote

Clause 213(3)(b) of the Loan and Trust Corporations Act – application by manager, with no prior track record acting as trustee, for approval to act as trustee of pooled funds and future pooled funds to be managed by the applicant and offered pursuant to a prospectus exemption.

Statutes Cited

Loan and Trust Corporations Act, R.S.O. 1990, c. L.25, as am., s. 213(3)(b).

September 13, 2011

Fasken Martineau DuMoulin LLP Stock Exchange Tower Suite 3700, P.O. Box 242 800 Place Victoria Montreal, PQ H4Z 1E9

Attention: Pierre-Yves Chatillon

Dear Sirs/Medames:

Re: Leon Frazer & Associates Inc. (the “Applicant”)

Application pursuant to clause 213(3)(b) of the Loan and Trust Corporations Act (Ontario) for approval to act as trustee

Application No. 2011/0378

Further to your application dated May 11, 2011 (the “Application”) filed on behalf of the Applicant, and based on the facts set out in the Application and the representation by the Applicant that the assets of Leon Frazer Small Cap Pooled Fund and Leon Frazer Dividend Income Pooled Fund and any other future mutual fund trusts that the Applicant may establish and manage from time to time will be held in the custody of a trust company incorporated and licensed or registered under the laws of Canada or a jurisdiction, or a bank listed in Schedule I, II or III of the Bank Act (Canada), or an affiliate of such bank or trust company, the Ontario Securities Commission (the “Commission”) makes the following order.

Pursuant to the authority conferred on the Commission in clause 213(3)(b) of the Loan and Trust Corporations Act (Ontario), the Commission approves the proposal that the Applicant act as trustee of Leon Frazer Small Cap Pooled Fund and Leon Frazer Dividend Income Pooled Fund and any other future mutual fund trusts which may be established and managed by the Applicant from time to time, the securities of which will be offered pursuant to prospectus exemptions.

Yours truly,

“James D. Carnwath”

“Wes M. Scott”

September 23, 2011 (2011) 34 OSCB 9945

Other Information

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September 23, 2011 (2011) 34 OSCB 9946

Index

7722656 Canada Inc. Catone, Ron Notice from the Office of the Secretary ...... 9760 Notice from the Office of the Secretary ...... 9759 Order...... 9825 Order – s. 127 ...... 9821

Alpha ATS LP – Notice of Proposed Changes and Chan, Allen Request for Feedback – New DAO Order Designations, Notice from the Office of the Secretary ...... 9755 Elimination of All or None Order, and Changes to Mixed Order – s. 144 ...... 9810 Lot Order Handling Marketplaces...... 9941 Christodoulidis, Alexandros Notice of Correction...... 9751 Anguilla LP Order – s. 127 ...... 9830 Notice from the Office of the Secretary ...... 9760 Order...... 9825 CIBC Asset Management Inc. Decision...... 9792 Ascendant Securities Inc. Decision...... 9795 New Registration...... 12.1.1 Colonna, John Barka Co. Limited Notice from the Office of the Secretary ...... 9755 Notice from the Office of the Secretary ...... 9760 Order...... 9825 Doulis, Alexander Christ Notice of Correction...... 9751 Beck, Peter Order – s. 127 ...... 9830 Notice from the Office of the Secretary ...... 9760 Order...... 9825 Doulis, Alexander Christos Notice of Correction...... 9751 Bellair Ventures Inc. Order – s. 127 ...... 9830 Decision ...... 9776 Dynamic Global Energy Class Biremis, Corp. Decision...... 9801 Notice from the Office of the Secretary ...... 9760 Order...... 9825 Dynamic Strategic Energy Class Decision...... 9801 Blumenfeld, Howard Notice from the Office of the Secretary ...... 9755 Ekonomidis, Konstantinos Notice from the Office of the Secretary ...... 9760 Boily, Bernard Notice from the Office of the Secretary ...... 9753 Fidelity Investments Canada ULC Order – Pre-Hearing Conference – Rule 6.7...... 9804 Decision...... 9769

Bridgewater Systems Corporation Fortis Inc...... Decision – s. 1(10) 9784 Decision...... 9799

Canadian Derivatives Clearing Corporation FortisAlberta Inc. Notice from the Office of the Secretary ...... 9755 Decision9799 Order – s. 144...... 9810 FortisBC Energy Inc., Canpro Income Fund I, LP Decision...... 9799 Notice from the Office of the Secretary ...... 9758 Order – s. 127...... 9812 FortisBC Holdings Inc. Decision...... 9799 Caribbean Utilities Company, Ltd. Decision ...... 9799 FortisBC Inc. Decision...... 9799 Cassidy, Dianna Notice from the Office of the Secretary ...... 9759 FundSERV Inc. Order – s. 127...... 9821 Order – s. 144...... 9823 Clearing Agencies...... 9944

September 23, 2011 (2011) 34 OSCB 9947

Index

Garner, Ron Liberty Consulting Ltd. Notice from the Office of the Secretary ...... 9759 Notice of Correction...... 9751 Order – s. 127...... 9821 Order – s. 127 ...... 9830

Gauthier, Normand Macquarie Infrastructure And Real Assets (Sales) Notice from the Office of the Secretary ...... 1.4.7 Canada Ltd. Order – s. 127...... 2.2.6 New Registration ...... 12.1.1

Gentree Asset Management Inc. Maitland Capital Ltd. Notice from the Office of the Secretary ...... 9758 Notice from the Office of the Secretary ...... 9759 Order – s. 127...... 9812 Order – s. 127 ...... 9821

Goodman & Company, Investment Counsel Ltd. Manzo, Saverio Decision ...... 9801 News Release ...... 9752 Notice from the Office of the Secretary ...... 9753 Grossman, Allen Notice from the Office of the Secretary ...... 9754 Notice from the Office of the Secretary ...... 9759 Order ...... 9805 Order – s. 127...... 9821 Order ...... 9807 OSC Reasons ...... 9833 GrowthWorks Canadian Fund Ltd. Decision ...... 9763 Mckenzie, Roger Notice from the Office of the Secretary ...... 9759 GrowthWorks Ltd. Order – s. 127 ...... 9821 Decision ...... 9763 Mezinski, Tom Henley Capital Corporation Notice from the Office of the Secretary ...... 9759 Change in Registration Category ...... 12.1.1 Order – s. 127 ...... 9821

Ho, George Newfoundland Power Inc. Notice from the Office of the Secretary ...... 9755 Decision...... 9799 Order – s. 144...... 9810 Opal Stone Financial Services S.A. Hung, Alfred C.T. Notice from the Office of the Secretary ...... 9760 Notice from the Office of the Secretary ...... 9755 Order ...... 9825 Order – s. 144...... 9810 OSC Staff Notice 33-736 – 2011 Annual Summary Hyacinthe, Marianne Report for Dealers, Advisers and Investment Fund Notice from the Office of the Secretary ...... 9759 Managers Order – s. 127...... 9821 Notice ...... 9750

Ianno, Anthony Outlook Resources Inc. Notice from the Office of the Secretary ...... 9753 Order – s. 144 ...... 9817 Notice from the Office of the Secretary ...... 9754 Order...... 9805 Overton, Ian Order...... 9807 Notice from the Office of the Secretary...... 9754 OSC Reasons ...... 9833 Order – ss. 127(1), 127.1...... 9808 OSC Reasons...... 9839 Ip, Albert Notice from the Office of the Secretary ...... 9755 Petroflow Energy Ltd. Order – s. 144...... 9810 Order – s. 144 ...... 9827

Khan, Shafi R.E.A.L. Group Fund III (Canada) LP Notice from the Office of the Secretary ...... 9755 Notice from the Office of the Secretary ...... 9758 Order – s. 127 ...... 9812 Lanys, Steven Notice from the Office of the Secretary ...... 9759 RBC Global Asset Management Inc. Order – s. 127...... 9821 Decision...... 9772 Decision...... 9785 Leon Frazer & Associates Inc. Approval – s. 213(3)(b) of the LTCA ...... 9945 Return on Innovation Management Ltd. New Registration ...... 12.1.1 Levack, Robert Richvale Resource Corporation Notice from the Office of the Secretary ...... 9760 Notice from the Office of the Secretary ...... 9755

September 23, 2011 (2011) 34 OSCB 9948

Index

Rouse, William Swift Trade Inc. Notice from the Office of the Secretary ...... 9759 Notice from the Office of the Secretary ...... 9760 Order – s. 127...... 9821 Order ...... 9825

Royal Canadian Mint Trieme Corporation Decision ...... 9765 Notice from the Office of the Secretary ...... 9760 Order ...... 9825 Saguenay Capital, LLC Change of Name...... 12.1.1 Ulfan, Hanoch Notice from the Office of the Secretary ...... 9759 Schiavone, Pasquale Order – s. 127 ...... 9821 Notice from the Office of the Secretary ...... 9755 Valde, Gord Sextant Capital GP Inc. Notice from the Office of the Secretary ...... 9759 Notice from the Office of the Secretary ...... 9760 Order – s. 127 ...... 9821

Sextant Capital Management Inc. Vanguard Investments Canada Inc. Notice from the Office of the Secretary ...... 9760 New Registration ...... 12.1.1

Sino-Forest Corporation Waddingham, Leonard Notice from the Office of the Secretary ...... 9755 Notice from the Office of the Secretary ...... 9759 Order – s. 144...... 9810 Order – s. 127 ...... 9821

Snow, Jason Winick, Marvin Notice from the Office of the Secretary ...... 9759 Notice from the Office of the Secretary ...... 9755 Order – s. 127...... 9821 Yeung, Simon Sophos Capital Corp. Notice from the Office of the Secretary ...... 9755 New Registration...... 12.1.1 Order – s. 144 ...... 9810

Spork, Natalie Zungui Haixi Corporation Notice from the Office of the Secretary ...... 9760 Notice of Hearing – ss. 127(7), 127(8) ...... 9751 Notice from the Office of the Secretary ...... 9759 Spork, Otto Notice from the Office of the Secretary ...... 9761 Notice from the Office of the Secretary ...... 9760 Temporary Order – ss. 127(1), 127(5)...... 9815

SQI Diagnostics Inc. Decision ...... 9781

September 23, 2011 (2011) 34 OSCB 9949

Index

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September 23, 2011 (2011) 34 OSCB 9950