Ontario Securities Commission

Commission des valeurs mobilières de l’Ontario

22nd Floor 20 Queen Street West Toronto ON M5H 3S8

22e étage 20, rue Queen Ouest Toronto ON M5H 3S8

Citation: Re Soleja, 2017 ONSEC 19 Date: 2017-05-23

IN THE MATTER OF DANISH AKHTAR SOLEJA, DANSOL INTERNATIONAL INC., GRAPHITE FINANCE INC., PARKVIEW LIMITED PARTNERSHIP, and 1476634 ALBERTA LTD.

REASONS AND DECISION

(Subsections 127(1) and 127(10) of the Securities Act, RSO 1990, c S.5)

Hearing: In Writing

Decision: May 23, 2017

Panel: D. Grant Vingoe Vice-Chair and Chair of the Panel

Appearances: Malinda N. Alvaro For Staff of the Commission

TABLE OF CONTENTS

I.......... INTRODUCTION II........ THE ASC FINDINGS AND ORDER III....... ORDER REQUESTED IN THE PUBLIC INTEREST IV....... SHOULD AN ORDER BE MADE IN ONTARIO? V......... CONCLUSION

REASONS AND DECISION

I. INTRODUCTION

1The merits hearing in this proceeding was conducted as a written hearing before the Ontario Securities Commission (the Commission) to determine whether it is in the public interest to make an order imposing sanctions against Danish Akhtar Soleja (Soleja), Dansol International Inc. (Dansol), Graphite Finance Inc. (Graphite), Parkview Limited Partnership (Parkview LP), and 1476634 Alberta Ltd. (1476 Ltd.) (collectively, the Respondents).

2The Respondents were served with a Notice of Hearing issued December 19, 2016 and a Statement of Allegations dated December 14, 2016. Respondents did not participate in this proceeding, although properly served.

3These are the reasons for granting Staff’s requested order.

II. THE ASC FINDINGS AND ORDER

4Between 2009 and 2014, Soleja caused Dansol, 1476 LTD., Graphite and Parkview LP to carry out various steps in relation to developing a real estate project in Alberta, known as the Watermere Resort. This included the acquisition of land, raising of capital, communications with investors through newsletters and other means and seeking regulatory approvals from local councils.

5On October 25, 2016, the Respondents entered into a Settlement Agreement and Undertaking with the Alberta Securities Commission (the ASC Settlement Agreement).

6Accordingly, the Respondents each agreed to certain undertakings and to be made subject to sanctions, conditions, restrictions or requirements within the province of Alberta.

7Based upon the agreed facts contained within the ASC Settlement Agreement, the Respondents admitted as follows:

a. Each of Soleja, Dansol, Parkview LP, and Graphite breached section 92(4.1) of the Alberta Act, by making statements that they knew or reasonably ought to have known were misleading or untrue in a material respect, or which failed to state a fact necessary to make a statement not misleading, and which would reasonably be expected to have a significant effect on the market price or value of the aforementioned securities;

b. Dansol breached section 75 of the Alberta Act, by dealing in securities contrary to the Registration Requirement and without an exemption from that requirement; and

c. Soleja, Dansol, Parkview LP, Graphite and 1476 Ltd. breached section 110(1) of the Alberta Act, by distributing securities without having filed and received a receipt for a preliminary prospectus or a prospectus, and without an exemption from that requirement for some or all of those distributions.

8Pursuant to the ASC Settlement Agreement, the Respondents agreed to be made subject to an order with the following terms:

a. that Soleja:

i. pay $65,000.00 to the ASC, inclusive of costs;

ii. except as specifically outlined in paragraph 7(a)(iii) below, refrain for a period of 7 years from the date of the ASC Settlement Agreement from:

(a) becoming or acting as a director or officer, or both, of any issuer that relies on any exemptions contained in Alberta securities laws or that distributes securities to the public;

(b) trading in or purchasing any securities or derivatives except trades that are made through a registrant who has first been given a copy of the Settlement Agreement;

(c) engaging in any investor relations activities;

(d) advising in securities or derivatives;

(e) becoming or acting as a registrant, investment fund manager or promoter; and

(f) acting in a management or consultative capacity in connection with activities in the securities market.

iii. Notwithstanding paragraph 7(a)(ii), Soleja