C. Wesley M. Scott

The respondents brought a motion to stay the release of the Commission's decision on the merits of their case, pending the final determination of a civil action commenced by investors against the Commission.

The respondents argued that the civil action created a reasonable apprehension of bias, as the Commission might attempt to deflect blame onto the respondents to protect its own interests.

The Commission dismissed the motion, finding that the respondents failed to establish a reasonable apprehension of bias given the strong presumption of impartiality and the institutional safeguards in place.

The Commission further held that the interests of justice and the public interest in the timely and efficient enforcement of securities laws favoured the release of the merits decision.

The Applicants, U.S. registered broker-dealers, applied for exemptive relief from certain disclosure requirements under National Instrument 33-105 and OSC Rule 45-501 when providing foreign offering documents to Canadian permitted clients.

The requested relief included exemptions from providing Canadian-specific connected and related issuer disclosure, as well as statutory right of action disclosure, in offering memoranda for foreign securities.

The Ontario Securities Commission granted the relief, subject to conditions including that the offering documents comply with U.S. disclosure requirements for underwriter conflicts of interest and that purchasers provide written consent.

The applicants, who are dealers participating in offerings of foreign securities into Canada on a private placement basis to permitted clients, applied for exemptive relief from certain disclosure requirements.

Specifically, they sought relief from the requirement in National Instrument 33-105 to provide disclosure on conflicts of interest between dealers and issuers, provided that disclosure required for U.S. registered offerings is provided instead.

They also sought relief from the requirement to provide disclosure of a connected issuer relationship where the issuer is a foreign government, and from the requirement in OSC Rule 45-501 to include disclosure of the statutory right of action for damages and rescission.

The principal regulator and coordinated review decision makers granted the requested exemptions, subject to certain conditions including the delivery of a specific notice to prospective purchasers.

The applicants, a group of investment dealers, applied for exemptive relief from certain disclosure requirements under National Instrument 33-105 and provincial securities legislation.

Specifically, they sought relief from the requirement to include Connected Issuer Disclosure, Related Issuer Disclosure, and Right of Action Disclosure in offering memorandums provided to Canadian permitted clients for private placements of foreign securities.

The Ontario Securities Commission, acting as principal regulator, granted the requested relief subject to conditions, including that the offering documents comply with U.S. disclosure requirements for underwriter conflicts of interest and that purchasers receive a specific notice and provide written consent.

The Filer, a wholly-owned indirect subsidiary of Molycorp Inc., applied for an order that it is no longer a reporting issuer under applicable securities laws.

The Filer had outstanding debentures held by more than 51 holders in Canada, but its parent company had guaranteed and assumed all payment and share issuance obligations under the debentures.

The Ontario Securities Commission granted the exemptive relief, finding that the debenture holders no longer required public disclosure in respect of the Filer.

The Filers, Allied Gold Mining PLC and St Barbara Limited, applied for a decision that they are no longer reporting issuers in the Jurisdictions following a scheme of arrangement under the laws of England and Wales.

St Barbara acquired all issued and outstanding shares of Allied Gold, making it a wholly-owned subsidiary.

The Commission granted the requested exemptive relief, noting that the Filers have a de minimis market presence in Canada, their securities are not traded on any Canadian marketplace, and Canadian securityholders will continue to receive continuous disclosure under Australian law.

The Filers, U.S. Silver Corporation and U.S. Silver & Gold Inc., applied for exemptive relief from continuous disclosure, certification, and insider reporting requirements for U.S. Silver, a wholly-owned subsidiary.

U.S. Silver had outstanding warrants exercisable for shares of the parent company, U.S. Silver & Gold.

The Ontario Securities Commission granted the requested exemptions, subject to conditions substantially similar to those in section 13.3 of National Instrument 51-102, as the subsidiary's standalone disclosure would not be meaningful to warrantholders.

The manager of several mutual funds applied for exemptive relief under the Securities Act to extend the lapse date of the funds' prospectuses.

The extension was requested to accommodate a system conversion and subsequent fund mergers following a change of control.

The Commission granted the relief, finding that the extension would not affect the accuracy of the information in the prospectuses and would not be prejudicial to the public interest.

Parrish & Heimbecker, Limited (P&H) and Thirdcoast Limited filed cross-applications before the Ontario Securities Commission regarding P&H's take-over bid for Thirdcoast.

P&H sought to cease trade Thirdcoast's shareholder rights plan (poison pill), while Thirdcoast sought to cease trade shares subject to lock-up agreements entered into by P&H, alleging the bid was coercive and offered collateral benefits.

The Commission found the bid was not coercive and no prohibited collateral understanding existed.

The Commission granted P&H's application, permanently cease trading the rights plan, as it had served its purpose and no competing bid had emerged, and dismissed Thirdcoast's application.

Following a merits decision finding the respondents engaged in unregistered trading and fraud through an advance fee scheme, the Ontario Securities Commission held a sanctions and costs hearing.

The respondents did not attend.

The Commission ordered permanent market bans against the respondents, administrative penalties of $250,000 for Marks and $200,000 for Lounds, joint and several disgorgement of $148,089, and joint and several costs of $39,915.69.

The Commission found the respondents' conduct, which involved high-pressure tactics and deliberate misrepresentations, warranted severe sanctions to protect investors and deter future misconduct.

The Ontario Securities Commission held a merits hearing regarding allegations that the respondents operated a fraudulent advance fee scheme involving securities of TBS New Media Ltd. and TBS New Media PLC.

The respondents solicited investors to sell their shares at a premium, requiring them to pay advance fees purportedly for security deposits and non-resident taxes.

The Commission found that the respondents traded in securities without registration and engaged in fraudulent conduct, depriving investors of approximately US$146,760.

The respondents failed to appear at the hearing, and the Commission proceeded in their absence after finding that reasonable efforts were made to serve them.

The Filer, an investment dealer, applied for an exemption from the prospectus requirement in connection with the distribution of contracts for difference and OTC foreign exchange contracts to investors.

The Ontario Securities Commission granted the requested relief, subject to terms and conditions, including that the Filer provide a clear and plain language risk disclosure document to clients prior to their first transaction.

The relief revokes and replaces previous relief granted to the Filer in 2003.

The Royal Canadian Mint applied to the Ontario Securities Commission for exemptive relief from prospectus, continuous disclosure, and other regulatory requirements in connection with the distribution of exchange-traded receipts representing undivided beneficial interests in gold bullion.

The Commission granted the requested relief, conditional upon the Mint providing purchasers with an Information Statement and maintaining a program website with continuous disclosure of net asset value, fees, and material changes.

The Royal Canadian Mint applied for exemptive relief from prospectus, continuous disclosure, and other requirements under Ontario securities legislation in connection with the distribution of exchange traded receipts representing undivided beneficial interests in gold bullion.

The Ontario Securities Commission granted the requested relief, subject to conditions including that the Mint continues to be a Crown corporation, provides purchasers with an Information Statement, and maintains a website with continuous disclosure about the program.

The filer applied to the Ontario Securities Commission for exemptive relief from prohibitions against mutual funds investing in related shareholders, related parties, and related issuers.

The relief was sought to permit the pooled funds to purchase non-exchange-traded debt securities of related persons in the secondary market.

The Commission granted the requested relief, subject to conditions including that the purchases be consistent with the funds' investment objectives, be approved by an independent review committee, and comply with pricing and reporting requirements.

The applicant, a mutual fund manager, applied for exemptive relief from subsection 5.1(a) of National Instrument 81-105 to permit it to pay participating dealers direct costs incurred relating to cooperative marketing initiatives whose primary purpose is to provide educational information concerning tax or estate planning matters.

The Ontario Securities Commission granted the exemption, subject to conditions ensuring that the information is general, educational, and not tied to sales incentives.

Staff of the Ontario Securities Commission brought a hearing under section 127 of the Securities Act regarding Magna International Inc.'s proposed plan of arrangement to collapse its multiple voting share structure.

Staff alleged the management information circular lacked sufficient information and the transaction was contrary to the public interest.

The Commission found the proposed transaction was not abusive, but concluded the circular failed to provide shareholders with sufficient disclosure to make an informed decision, particularly given the lack of a board recommendation and the transaction's nature as a related party transaction.

The Commission ordered that the circular be amended to include specific material information, including financial analysis and alternatives considered by the special committee, before the shareholder vote could proceed.

Metallic Ventures Gold Inc. applied for an order under the Securities Act that it is no longer a reporting issuer in the applicable jurisdictions.

The Filer was acquired by International Minerals Corporation through a statutory plan of arrangement, resulting in its outstanding securities being beneficially owned by fewer than 15 security holders in each Canadian jurisdiction.

The Ontario Securities Commission, acting as principal regulator, granted the requested exemptive relief.

Vaaldiam Resources Ltd. applied for a decision under the securities legislation of multiple jurisdictions that it is no longer a reporting issuer.

The Filer recently became a wholly-owned subsidiary of Vaaldiam Mining Inc. and its common shares were de-listed from the Toronto Stock Exchange.

The Ontario Securities Commission, acting as principal regulator, granted the requested exemptive relief, determining that the Filer met the necessary criteria to cease being a reporting issuer.

The Filers applied for exemptive relief under the Securities Act and NI 31-103 to permit registered portfolio managers to engage the pooled funds they advise in fund-of-fund investments and in-specie transactions.

The Filers also sought relief from the monthly reporting requirements under the Act.

The Ontario Securities Commission granted the requested relief, subject to certain conditions, including that the transactions are consistent with the investment objectives of the funds and that no duplicative fees are charged.