osc bulletin · 2011-04-15 · edward p. kerwin — epk vern krishna __ vk christopher portner —...

The Ontario Securities Commission

OSC Bulletin

April 15, 2011

Volume 34, Issue 15

(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)

The Ontario Securities Commission Published under the authority of the Commission by:Cadillac Fairview Tower Carswell, a Thomson Reuters businessSuite 1903, Box 55 One Corporate Plaza 20 Queen Street West 2075 Kennedy Road Toronto, Ontario Toronto, Ontario M5H 3S8 M1T 3V4

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April 15, 2011 (2011) 34 OSCB

Table of Contents

Chapter 1 Notices / News Releases ......................4355 1.1 Notices ..........................................................43551.1.1 Current Proceedings before the Ontario Securities Commission ......................43551.1.2 CSA Staff Notice 52-328 – Disclosures About Accounting Policies in the Year of Changeover to International Financial Reporting Standards .......................43641.1.3 Application for Recognition of Alpha Trading Systems Limited Partnership and Alpha Exchange Inc. as an Exchange..............................................4366 1.2 Notices of Hearing........................................4367 1.2.1 Energy Syndications Inc. et al. – ss. 127(7), 127(8) .......................................4367 1.2.2 American Heritage Stock Transfer Inc. et al. – s. 127 ...........................................4368 1.2.3 L.T.M.T. Trading Ltd. and Bernard Shaw – s. 127...................................4369 1.3 News Releases .............................................. (nil) 1.4 Notices from the Office of the Secretary ............................................4371 1.4.1 Bernard Boily..................................................4371 1.4.2 Energy Syndications Inc. et al. .......................4371 1.4.3 American Heritage Stock Transfer Inc. et al..........................................................43721.4.4 Ameron Oil and Gas Ltd. et al. .......................43721.4.5 Anthony Ianno and Saverio Manzo ................43731.4.6 L.T.M.T. Trading Ltd. and Bernard Shaw.................................................43731.4.7 Paul Azeff et al. ..............................................4374

Chapter 2 Decisions, Orders and Rulings ............4375 2.1 Decisions ......................................................4375 2.1.1 Pro-Financial Asset Management Inc. and the Pro Financial Mutual Funds...............43752.1.2 Baffinland Iron Mines Corporation ..................4380 2.1.3 Daimler Canada Finance Inc. .........................4381 2.1.4 Penn West Petroleum Ltd...............................43852.1.5 Lomiko Metals Inc. et al..................................43892.1.6 Invesco Trimark Ltd. and Invesco Intactive Diversified Income Portfolio Class et al. .......................................4396 2.2 Orders............................................................4398 2.2.1 Energy Syndications Inc. et al. – ss. 127(1), 127(5) .......................................4398 2.2.2 American Heritage Stock Transfer Inc. et al. – ss. 127(1), 127(5) ...............................43992.2.3 Ameron Oil and Gas Ltd. et al. – ss. 127(7), 127(8) ...............................44012.2.4 Anthony Ianno and Saverio Manzo ................44032.2.5 First Choice Products Inc. – s. 144.................4404 2.2.6 Paul Azeff et al. ..............................................4405 2.3 Rulings ........................................................... (nil)

Chapter 3 Reasons: Decisions, Orders and Rulings ....................................................(nil)3.1 OSC Decisions, Orders and Rulings............(nil) 3.2 Court Decisions, Order and Rulings ............(nil)

Chapter 4 Cease Trading Orders .......................... 44074.1.1 Temporary, Permanent & Rescinding Issuer Cease Trading Orders......................... 4407 4.2.1 Temporary, Permanent & Rescinding Management Cease Trading Orders ............. 4407 4.2.2 Outstanding Management & Insider Cease Trading Orders ................................... 4407

Chapter 5 Rules and Policies ..................................(nil)

Chapter 6 Request for Comments ..........................(nil)

Chapter 7 Insider Reporting.................................. 4409

Chapter 8 Notice of Exempt Financings............... 4537 Reports of Trades Submitted on Forms 45-106F1 and 45-501F1.............. 4537

Chapter 9 Legislation...............................................(nil)

Chapter 11 IPOs, New Issues and Secondary Financings............................................. 4543

Chapter 12 Registrations......................................... 4553 12.1.1 Registrants..................................................... 4553

Chapter 13 SROs, Marketplaces and Clearing Agencies ................................ 4555

13.1 SROs...............................................................(nil) 13.2 Marketplaces ................................................ 455513.2.1 Application for Recognition of Alpha Trading Systems Limited Partnership and Alpha Exchange Inc. as an Exchange – Notice and Request for Comment .................................................. 455513.3 Clearing Agencies .........................................(nil)

Chapter 25 Other Information ...................................(nil)

Index............................................................................ 4833

April 15, 2011 (2011) 34 OSCB 4355

Chapter 1

Notices / News Releases

1.1 Notices

1.1.1 Current Proceedings Before The Ontario Securities Commission

April 15, 2011

CURRENT PROCEEDINGS

BEFORE

ONTARIO SECURITIES COMMISSION

- - - - - - - - - - - - - - - - - - - - - - - - -

Unless otherwise indicated in the date column, all hearings will take place at the following location:

The Harry S. Bray Hearing Room Ontario Securities Commission Cadillac Fairview Tower Suite 1700, Box 55 20 Queen Street West Toronto, Ontario M5H 3S8

Telephone: 416-597-0681 Telecopier: 416-593-8348

CDS TDX 76

Late Mail depository on the 19th Floor until 6:00 p.m.

- - - - - - - - - - - - - - - - - - - - - - - - -

THE COMMISSIONERS

Howard I. Wetston, Chair — HIW James E. A. Turner, Vice Chair — JEAT Lawrence E. Ritchie, Vice Chair — LER Sinan O. Akdeniz — SOA James D. Carnwath — JDC Mary G. Condon — MGC Margot C. Howard — MCH Kevin J. Kelly — KJK Paulette L. Kennedy — PLK Edward P. Kerwin — EPK Vern Krishna __ VK Christopher Portner — CP Charles Wesley Moore (Wes) Scott — CWMS

SCHEDULED OSC HEARINGS

April 18-21, and April 27-29, 2011

10:00 a.m.

Axcess Automation LLC, Axcess Fund Management, LLC, Axcess Fund, L.P., Gordon Alan Driver, David Rutledge, 6845941 Canada Inc. carrying on business as Anesis Investments, Steven M. Taylor, Berkshire Management Services Inc. carrying on business as International Communication Strategies, 1303066 Ontario Ltd. carrying on business as ACG Graphic Communications, Montecassino Management Corporation, Reynold Mainse, World Class Communications Inc. and Ronald Mainse

s. 127

Y. Chisholm in attendance for Staff

Panel: CP/PLK

April 18 and April 20, 2011

10:00 a.m.

Carlton Ivanhoe Lewis, Mark Anthony Scott, Sedwick Hill, Leverage Pro Inc., Prosporex Investment Club Inc., Prosporex Investments Inc., Prosporex Ltd., Prosporex Inc., Prosporex Forex SPV Trust, Networth Financial Group Inc., and Networth Marketing Solutions

s. 127 and 127.1

H. Daley in attendance for Staff

Panel: JDC/MCH

April 21, 2011

10:00 a.m.

David M. O’Brien

s. 37, 127 and 127.1

B. Shulman in attendance for Staff

Panel: JEAT


April 15, 2011 (2011) 34 OSCB 4356

April 26, 2011

2:30 p.m.

Firestar Capital Management Corp., Kamposse Financial Corp., Firestar Investment Management Group, Michael Ciavarella and Michael Mitton

s. 127

H. Craig in attendance for Staff

Panel: CP

April 27, 2011

10:00 a.m.

QuantFX Asset Management Inc., Vadim Tsatskin, Lucien Shtromvaser and Rostislav Zemlinsky

s. 127

C. Rossi in attendance for Staff

Panel: MGC

April 27, 2011

10:00 a.m.

Heir Home Equity Investment Rewards Inc.; FFI First Fruit Investments Inc.; Wealth Building Mortgages Inc.; Archibald Robertson; Eric Deschamps; Canyon Acquisitions, LLC; Canyon Acquisitions International, LLC; Brent Borland; Wayne D. Robbins; Marco Caruso; Placencia Estates Development, Ltd.; Copal Resort Development Group, LLC; Rendezvous Island, Ltd.; The Placencia Marina, Ltd.; and The Placencia Hotel and Residences Ltd.

s. 127

A. Perschy in attendance for Staff

Panel: EPK

April 27, 2011

11:00 a.m.

Marlon Gary Hibbert, Ashanti Corporate Services Inc., Dominion International Resource Management Inc., Kabash Resource Management, Power to Create Wealth Inc. and Power to Create Wealth Inc. (Panama)

s. 127

S. Chandra in attendance for Staff

Panel: EPK

April 27, 2011

2:00 p.m.

American Heritage Stock Transfer Inc., American Heritage Stock Transfer, Inc., BFM Industries Inc., Denver Gardner Inc., Sandy Winick, Andrea Lee McCarthy, Kolt Curry and Laura Mateyak

s. 127

J. Feasby in attendance for Staff

Panel: JEAT

April 28, 2011

10:00 a.m.

Peter Sbaraglia

s. 127

S. Horgan/P. Foy in attendance for Staff

Panel: JDC

April 28, 2011

3:00 p.m.

Bernard Boily

s. 127 and 127.1

U. Sheikh in attendance for Staff

Panel: VK

April 29, 2011

10:00 a.m.

North American Financial Group Inc., North American Capital Inc., Alexander Flavio Arconti, and Luigino Arconti

s. 127

M. Vaillancourt in attendance for Staff

Panel: EPK

May 2-9, May 11-12, 2011

10:00 a.m.

Innovative Gifting Inc., Terence Lushington, Z2A Corp., and Christine Hewitt

s. 127


Panel: JDC/MCH


April 15, 2011 (2011) 34 OSCB 4357

May 2-9 and May 11-13, 2011

10:00 a.m.

York Rio Resources Inc., Brilliante Brasilcan Resources Corp., Victor York, Robert Runic, George Schwartz, Peter Robinson, Adam Sherman, Ryan Demchuk, Matthew Oliver, Gordon Valde and Scott Bassingdale

s. 127

H. Craig/C. Watson in attendance for Staff

Panel: VK/EPK

May 3, 2011

10:00 a.m.

Global Energy Group, Ltd., New Gold Limited Partnerships, Christina Harper, Howard Rash, Michael Schaumer, Elliot Feder, Vadim Tsatskin, Oded Pasternak, Alan Silverstein, Herbert Groberman, Allan Walker, Peter Robinson, Vyacheslav Brikman, Nikola Bajovski, Bruce Cohen and Andrew Shiff

s. 127


Panel: TBA

May 4-5, 2011

10:00 a.m.

Biovail Corporation, Eugene N. Melnyk, Brian H. Crombie, John R. Miszuk and Kenneth G. Howling

s. 127(1) and 127.1

J. Superina/A. Clark in attendance for Staff

Panel: JEAT/PLK/MGC

May 6, 2011

10:00 a.m.

L.T.M.T. Trading Ltd. also known as L.T.M.T. Trading and Bernard Shaw

s. 127

A. Heydon in attendance for Staff

Panel: JEAT

May 10, 2011

2:30 p.m.

Ciccone Group, Medra Corporation, 990509 Ontario Inc., Tadd Financial Inc., Cachet Wealth Management Inc., Vince Ciccone, Darryl Brubacher, Andrew J. Martin., Steve Haney, Klaudiusz Malinowski and Ben Giangrosso

s. 127


Panel: JDC

May 12, 2011

10:00 a.m.

Magna Partners Ltd.

s. 21.7


Panel: JEAT/CP

May 13, 2011

10:00 a.m.

Goldbridge Financial Inc., Wesley Wayne Weber and Shawn C. Lesperance

s. 127

C. Johnson in attendance for Staff

Panel: MCH/MGC

May 16, 2011

10:00 a.m.

Global Consulting and Financial Services, Crown Capital Management Corporation, Canadian Private Audit Service, Executive Asset Management, Michael Chomica, Peter Siklos (Also Known As Peter Kuti), Jan Chomica, and Lorne Banks

s. 127

H. Craig/C. Rossi in attendance for Staff

Panel: MGC


April 15, 2011 (2011) 34 OSCB 4358

May 16, 2011

10:00 a.m.

Oversea Chinese Fund Limited Partnership, Weizhen Tang and Associates Inc., Weizhen Tang Corp., and Weizhen Tang

s. 127 and 127.1


Panel: JDC

May 16-18, May 25, May 27-31 and June 3, 2011

10:00 a.m.

May 26, 2011

2:00 p.m.

Nelson Financial Group Ltd., Nelson Investment Group Ltd., Marc D. Boutet, Stephanie Lockman Sobol, Paul Manuel Torres, H.W. Peter Knoll

s. 127

P. Foy in attendance for Staff

Panel: JEAT/MCH

May 17, 2011

10:00 a.m.

TBS New Media Ltd., TBS New Media PLC, CNF Food Corp., CNF Candy Corp., Ari Jonathan Firestone and Mark Green

s. 127


Panel: CP

May 19, 2011

10:00 a.m.

Andrew Rankin

s. 144

S. Fenton/K. Manarin in attendance for Staff

Panel: JEAT/PLK/CP

May 24, 2011

2:30 p.m.

Shallow Oil & Gas Inc., Eric O’Brien, Abel Da Silva, Gurdip Singh Gahunia aka Michael Gahunia and Abraham Herbert Grossman aka Allen Grossman

s. 127(7) and 127(8)


Panel: TBA

May 25-31, 2011

10:00 a.m.

Sunil Tulsiani, Tulsiani Investments Inc., Private Investment Club Inc., and Gulfland Holdings LLC

s. 127


Panel: JDC/CWMS

June 1-2, 2011

10:00 a.m.

Hector Wong

s. 21.7


Panel: EPK/PLK

June 6 and June 8-9, 2011

10:00 a.m.

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

s. 127


Panel: JDC/CWMS

June 20 and June 22-30, 2011

10:00 a.m.

Nest Acquisitions and Mergers, IMG International Inc., Caroline Myriam Frayssignes, David Pelcowitz, Michael Smith, and Robert Patrick Zuk

s. 37, 127 and 127.1

C. Price in attendance for Staff

Panel: TBA

June 22, 2011

10:00 a.m.

Energy Syndications Inc., Green Syndications Inc., Syndications Canada Inc., Land Syndications Inc. and Douglas Chaddock

s. 127


Panel: JEAT


April 15, 2011 (2011) 34 OSCB 4359

July 15, 2011

10:00 a.m.

Hillcorp International Services, Hillcorp Wealth Management, Suncorp Holdings, 1621852 Ontario Limited, Steven John Hill, and Danny De Melo

s. 127

A. Clark in attendance for Staff

Panel: TBA

July 20, 2011 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” s. 127

B. Shulman in attendance for Staff

Panel: JEAT

July 26, 2011

11:00 a.m.

Marlon Gary Hibbert, Ashanti Corporate Services Inc., Dominion International Resource Management Inc., Kabash Resource Management, Power to Create Wealth Inc. and Power to Create Wealth Inc. (Panama)

s. 127

S. Chandra in attendance for Staff

Panel: TBA

September 6-12,September 14-26 and September 28, 2011

10:00 a.m.

Anthony Ianno and Saverio Manzo

s. 127 and 127.1

A. Clark in attendance for Staff

Panel: EPK/PLK

September 12, 14-26 and September 28-30, 2011

10:00 a.m.

FactorCorp Inc., FactorCorp Financial Inc. and Mark Twerdun

s. 127


Panel: TBA

September 14-23, September 28 – October 4, 2011

10:00 a.m.

Juniper Fund Management Corporation, Juniper Income Fund, Juniper Equity Growth Fund and Roy Brown (a.k.a. Roy Brown-Rodrigues)

s. 127 and 127.1

D. Ferris in attendance for Staff

Panel: VK/MCH

October 12-24 and October 26-27, 2011

10:00 a.m.

Helen Kuszper and Paul Kuszper

s. 127 and 127.1

U. Sheikh in attendance for Staff

Panel: JDC/CWMS

October 17-24 and October 26-31, 2011

10:00 a.m.

Richvale Resource Corp., Marvin Winick, Howard Blumenfeld, John Colonna, Pasquale Schiavone, and Shafi Khan

s. 127(7) and 127(8)


Panel: TBA

November 7, November 9-21, November 23 –December 2, 2011

10:00 a.m.

Majestic Supply Co. Inc., Suncastle Developments Corporation, Herbert Adams, Steve Bishop, Mary Kricfalusi, Kevin Loman and CBK Enterprises Inc.

s. 37, 127 and 127.1


Panel: TBA

November 14-21 and November 23-28, 2011

10:00 a.m.

Shaun Gerard McErlean, Securus Capital Inc., and Acquiesce Investments

s. 127

M. Britton in attendance for Staff

Panel: TBA


April 15, 2011 (2011) 34 OSCB 4360

December 5 and December 7-16, 2011

10:00 a.m.

L. Jeffrey Pogachar, Paola Lombardi, Alan S. Price, New Life Capital Corp., New Life Capital Investments Inc., New Life Capital Advantage Inc., New Life Capital Strategies Inc., 1660690 Ontario Ltd., 2126375 Ontario Inc., 2108375 Ontario Inc., 2126533 Ontario Inc., 2152042 Ontario Inc., 2100228 Ontario Inc., and 2173817 Ontario Inc.

s. 127


Panel: TBA

TBA Yama Abdullah Yaqeen

s. 8(2)

J. Superina in attendance for Staff

Panel: TBA

TBA Microsourceonline Inc., Michael Peter Anzelmo, Vito Curalli, Jaime S. Lobo, Sumit Majumdar and Jeffrey David Mandell

s. 127

J. Waechter in attendance for Staff

Panel: TBA

TBA Frank Dunn, Douglas Beatty, Michael Gollogly

s. 127

K. Daniels in attendance for Staff

Panel: TBA

TBA MRS Sciences Inc. (formerly Morningside Capital Corp.), Americo DeRosa, Ronald Sherman, Edward Emmons and Ivan Cavric

s. 127 and 127(1)


Panel: TBA

TBA Goldpoint Resources Corporation, Pasqualino Novielli also known as Lee or Lino Novielli, Brian Patrick Moloney also known as Brian Caldwell, and Zaida Pimentel also known as Zaida Novielli

s. 127(1) and 127(5)

C. Watson in attendance for Staff

Panel: TBA

TBA Gold-Quest International, 1725587 Ontario Inc. carrying on business as Health and Harmoney, Harmoney Club Inc., Donald Iain Buchanan, Lisa Buchanan and Sandra Gale

s. 127


Panel: TBA

TBA Lyndz Pharmaceuticals Inc., James Marketing Ltd., Michael Eatch and Rickey McKenzie

s. 127(1) and (5)

J. Feasby/C. Rossi in attendance for Staff

Panel: TBA

TBA M P Global Financial Ltd., and Joe Feng Deng

s. 127 (1)


Panel: TBA

TBA Shane Suman and Monie Rahman

s. 127 and 127(1)


Panel: JEAT/PLK


April 15, 2011 (2011) 34 OSCB 4361

TBA Gold-Quest International, Health and Harmoney, Iain Buchanan and Lisa Buchanan

s. 127


Panel: TBA

TBA Brilliante Brasilcan Resources Corp., York Rio Resources Inc., Brian W. Aidelman, Jason Georgiadis, Richard Taylor and Victor York

s. 127


Panel: TBA

TBA Abel Da Silva

s. 127

C. Watson in attendance for Staff

Panel: TBA

TBA Sextant Capital Management Inc., Sextant Capital GP Inc., Otto Spork, Robert Levack and Natalie Spork

s. 127

T. Center in attendance for Staff

Panel: TBA

TBA Paul Azeff, Korin Bobrow, Mitchell Finkelstein, Howard Jeffrey Miller and Man Kin Cheng (a.k.a. Francis Cheng)

s. 127

T. Center/D. Campbell in attendance for Staff

Panel: TBA

TBA Maple Leaf Investment Fund Corp.,Joe Henry Chau (aka: Henry Joe Chau, Shung Kai Chow and Henry Shung Kai Chow), Tulsiani Investments Inc., Sunil Tulsiani and Ravinder Tulsiani

s. 127

A. Perschy/C. Rossi in attendance for Staff

Panel: CP/PLK

TBA Irwin Boock, Stanton Defreitas, Jason Wong, Saudia Allie, Alena Dubinsky, Alex Khodjiaints Select American Transfer Co., Leasesmart, Inc., Advanced Growing Systems, Inc., International Energy Ltd., Nutrione Corporation, Pocketop Corporation, Asia Telecom Ltd., Pharm Control Ltd., Cambridge Resources Corporation, Compushare Transfer Corporation, Federated Purchaser, Inc., TCC Industries, Inc., First National Entertainment Corporation, WGI Holdings, Inc. and Enerbrite Technologies Group

s. 127 and 127.1


Panel: TBA

TBA Global Energy Group, Ltd., New Gold Limited Partnerships, Christina Harper, Vadim Tsatskin, Michael Schaumer, Elliot Feder, Oded Pasternak, Alan Silverstein, Herbert Groberman, Allan Walker, Peter Robinson, Vyacheslav Brikman, Nikola Bajovski, Bruce Cohen and Andrew Shiff

s. 37, 127 and 127.1


Panel: TBA


April 15, 2011 (2011) 34 OSCB 4362

TBA Merax Resource Management Ltd. carrying on business as Crown Capital Partners, Richard Mellon and Alex Elin

s. 127

T. Center in attendance for Staff

Panel: TBA

TBA Alexander Christ Doulis (aka Alexander Christos Doulis, aka Alexandros Christodoulidis) and Liberty Consulting Ltd.

s. 127

S. Horgan in attendance for Staff

Panel: TBA

TBA Rezwealth Financial Services Inc., Pamela Ramoutar, Justin Ramoutar, Tiffin Financial Corporation, Daniel Tiffin, 2150129 Ontario Inc., Sylvan Blackett, 1778445 Ontario Inc. and Willoughby Smith

s. 127(1) and (5)


Panel: TBA

TBA Simply Wealth Financial Group Inc.,Naida Allarde, Bernardo Giangrosso,K&S Global Wealth Creative Strategies Inc., Kevin Persaud, Maxine Lobban and Wayne Lobban

s. 127 and 127.1


Panel: TBA

TBA Uranium308 Resources Inc., Michael Friedman, George Schwartz, Peter Robinson, and Shafi Khan

s. 127

H. Craig/C.Rossi in attendance for Staff

Panel: TBA

TBA Ameron Oil and Gas Ltd., MX-IV Ltd., Gaye Knowles, Giorgio Knowles, Anthony Howorth, Vadim Tsatskin, Mark Grinshpun, Oded Pasternak, and Allan Walker

s. 127

H. Craig/C. Rossi in attendance for Staff

Panel: TBA

TBA Paul Donald

s. 127


Panel: CP/PLK

ADJOURNED SINE DIE

Global Privacy Management Trust and Robert Cranston

Livent Inc., Garth H. Drabinsky, Myron I. Gottlieb, Gordon Eckstein, Robert Topol

Portus Alternative Asset Management Inc., Portus Asset Management Inc., Boaz Manor, Michael Mendelson, Michael Labanowich and John Ogg

Maitland Capital Ltd., Allen Grossman, Hanouch Ulfan, Leonard Waddingham, Ron Garner, Gord Valde, Marianne Hyacinthe, Diana Cassidy, Ron Catone, Steven Lanys, Roger McKenzie, Tom Mezinski, William Rouse and Jason Snow


April 15, 2011 (2011) 34 OSCB 4363

ADJOURNED SINE DIE

LandBankers International MX, S.A. De C.V.;Sierra Madre Holdings MX, S.A. De C.V.; L&BLandBanking Trust S.A. De C.V.; Brian J. WolfZacarias; Roger Fernando Ayuso Loyo, AlanHemingway, Kelly Friesen, Sonja A. McAdam, EdMoore, Kim Moore, Jason Rogers and DaveUrrutia

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


April 15, 2011 (2011) 34 OSCB 4364

1.1.2 CSA Staff Notice 52-328 – Disclosures About Accounting Policies in the Year of Changeover to International Financial Reporting Standards

CSA STAFF NOTICE 52-328

DISCLOSURES ABOUT ACCOUNTING POLICIES IN THE YEAR OF CHANGEOVER TO INTERNATIONAL FINANCIAL REPORTING STANDARDS

Purpose

This notice responds to specific questions CSA staff have received on disclosure about accounting policies in an issuer’s interim and annual Management’s Discussion and Analysis (MD&A) in the year of changeover to International Financial Reporting Standards (IFRS).

Background

For many issuers, the adoption of IFRS will result in one or more significant changes in an issuer’s accounting policies.

CSA Staff Notice 52-320 Disclosure of Expected Changes in Accounting Policies Relating to Changeover to International Financial Reporting Standards (SN 52-320), issued in 2008, provides guidance to an issuer on disclosure of expected changes in accounting policies relating to an issuer’s changeover to IFRS. It discusses Item 1.13(a) of Form 51-102F1 Management’s Discussion and Analysis (51-102F1) and disclosure about expected changes in an issuer’s accounting policies. While SN 52-320 addresses disclosure in MD&A for periods prior to changeover to IFRS, this notice addresses disclosure in the year of changeover.

MD&A disclosure about accounting policies in the year of changeover to IFRS

Item 1.13(b) of 51-102F1 addresses MD&A disclosures about accounting policies initially adopted during the most recently completed financial year. The instruction to Item 1.13 indicates that MD&A does not need to include the discussion under Item 1.13(b) for the initial adoption of accounting policies resulting from the adoption of new accounting standards. We have receivedquestions about how the instruction relates to IFRS changeover.

Item 1.13(b) does not apply to accounting policies initially adopted as a result of changeover to IFRS. However, in its year ofadopting IFRS, if an issuer voluntarily changes an accounting policy subsequent to filing its first interim financial report (otherthan due to the early adoption of a new or revised IFRS standard), Item 1.13(b) applies to the change in accounting policy. In this case, an issuer should provide the disclosure specified in Item 1.13(b) to the extent it is not provided in the financial statements.

An issuer’s interim financial reports and annual financial statements in its year of changeover to IFRS will include informationabout the transition to IFRS and the issuer’s accounting policies. In the accompanying MD&A, management has the opportunity to supplement this information by highlighting significant entity-specific features of the issuer’s transition to IFRS. Although Item 1.13(b) does not apply to accounting policies initially adopted on changeover to IFRS, management may conclude that investors would benefit from further information.

For example, management may discuss an issuer’s choices among alternative acceptable accounting policies under IFRS, including the reasons for a particular choice. MD&A disclosure should not simply replicate disclosure in the financial statements but instead should complement the information provided in the financial statements.

Interim MD&A updates an issuer’s annual MD&A. As discussed in SN 52-320, an issuer may have provided comprehensive information about accounting policy choices in its annual MD&A prior to changeover to IFRS. MD&A disclosures about IFRS transition in the year of IFRS adoption need not repeat information included in the annual MD&A. However, an issuer should consider discussing significant differences between MD&A disclosure made prior to the changeover to IFRS and information reported in the current period about accounting policy choices.

To avoid confusion, issuers should consider presenting information pertaining to an issuer’s transition to IFRS and its accountingpolicies:

• in one section of the MD&A, and

• separately from the discussion of financial performance and financial condition.

In an issuer’s year of changeover to IFRS, investors will need information about the issuer’s accounting policies. Management should consider how the combination of the information in the financial statements and the MD&A responds to investors’ needs.


April 15, 2011 (2011) 34 OSCB 4365

Questions

Please refer your questions to any of the following individuals:

Carla-Marie Hait Chief Accountant British Columbia Securities Commission Phone : (604) 899-6726 E-mail : [email protected]

Manuele Albrino Associate Chief Accountant British Columbia Securities Commission Phone: (604) 899-6641 E-mail: [email protected]

Lara Gaede Chief Accountant Alberta Securities Commission Phone : (403) 297-4223 E-mail : [email protected]

Brian Banderk Associate Chief Accountant Alberta Securities Commission Phone: (403) 355-9044 E-mail: [email protected]

Cameron McInnis Chief Accountant Ontario Securities Commission Phone : (416) 593-3675 E-mail : [email protected]

Marion Kirsh Associate Chief Accountant Ontario Securities Commission Phone : (416) 593-8282 E-mail : [email protected]

Sylvie Anctil-Bavas Chef comptable Autorité des marchés financiers Phone : (514) 395-0337 ext. 4291 E-mail : [email protected]

April 8, 2011


April 15, 2011 (2011) 34 OSCB 4366

1.1.3 Application for Recognition of Alpha Trading Systems Limited Partnership and Alpha Exchange Inc. as an Exchange

APPLICATION FOR RECOGNITION OF ALPHA TRADING SYSTEMS LIMITED PARTNERSHIP AND

ALPHA EXCHANGE INC. AS AN EXCHANGE

Alpha Trading Systems Limited Partnership (Alpha LP) and Alpha Exchange Inc. (Alpha Exchange) (together, Alpha Group) have applied to the Commission for recognition of Alpha LP and Alpha Exchange as an exchange pursuant to section 21 of the Securities Act (Ontario).

A notice requesting comment and Alpha Group’s application are being published in Chapter 13 of this Bulletin for a 45-day public comment period. The public comment period will end on May 30, 2011.


April 15, 2011 (2011) 34 OSCB 4367

1.2 Notices of Hearing

1.2.1 Energy Syndications Inc. et al. – ss. 127(7), 127(8)

IN THE MATTER OF THE SECURITIES ACT,

R.S.O. 1990, c. S.5, AS AMENDED

AND

IN THE MATTER OF ENERGY SYNDICATIONS INC., GREEN SYNDICATIONS INC.,

SYNDICATIONS CANADA INC., LAND SYNDICATIONS INC. AND

DOUGLAS CHADDOCK

NOTICE OF HEARING Sections 127(7) & 127(8)

WHEREAS the Ontario Securities Commission (the "Commission") issued a temporary order on April 1, 2011 (the "Temporary Order") pursuant to sections 127(1) and 127(5) of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act") ordering the following:

1. pursuant to clause 2 of subsection 127(1) and subsection 127(5) of the Act that all trading in any securities of Energy Syndications Inc. (“Energy”), Syndica-tions Canada Inc. (“Syndications”), Green Syndications Inc. (“Green”) and Land Syndications Inc. (“Land”) shall cease;

2. pursuant to clause 2 of subsection 127(1) and subsection 127(5) of the Act that all trading in any securities by Energy, Syndications, Green and Land or their agents or employees shall cease;

3. pursuant to clause 2 of subsection 127(1) and subsection 127(5) of the Act that all trading in any securities by Douglas Chaddock (“Chaddock”) shall cease;

4. pursuant to clause 3 of subsection 127(1) and subsection 127(5) of the Act that the exemptions contained in Ontario securities law do not apply to Energy, Syndications, Green and Land or their agents or employees; and

5. pursuant to clause 3 of subsection 127(1) and subsection 127(5) of the Act that the exemptions contained in Ontario securities law do not apply to Chaddock;

TAKE NOTICE THAT the Commission will hold a hearing pursuant to subsections 127(7) and 127(8) of the Act at the offices of the Commission, 17th Floor, 20 Queen Street West, Toronto, commencing on April 14, 2011 at

11:00 a.m. or as soon thereafter as the hearing can be held;

TO CONSIDER whether it is in the public interest for the Commission:

1. to extend the Temporary Order pursuant to subsections 127(7) and 127(8) of the Act until the conclusion of the hearing or until such further time as considered necessary by the Commission; and

2. to make such further orders as the Commission considers appropriate;

BY REASON OF the facts recited in the Temporary Order and of 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 7th day of April, 2011

“John Stevenson” Secretary to the Commission


April 15, 2011 (2011) 34 OSCB 4368

1.2.2 American Heritage Stock Transfer Inc. et al. – s. 127


R.S.O. 1990, c.S.5, AS AMENDED

AND

IN THE MATTER OF AMERICAN HERITAGE STOCK TRANSFER INC., AMERICAN HERITAGE STOCK TRANSFER, INC., BFM INDUSTRIES INC., DENVER GARDNER INC.,

SANDY WINICK, ANDREA LEE MCCARTHY, KOLT CURRY AND LAURA MATEYAK

NOTICE OF HEARING (s. 127 of the Securities Act)

WHEREAS on April 1, 2011, the Ontario Securities Commission (the “Commission”) issued a temporary order pursuant to sections 127(1) and 127(5) of the Securities Act, R.S.O. 1990, c. S.5., as amended (the "Act"), ordering the following (the “Temporary Order”):

(a) trading in the securities of BFM shall cease;

(b) all trading by and in the securities of AHST Nevada shall cease;

(c) all trading by and in the securities of AHST Ontario shall cease;

(d) all trading by and in the securities of Denver Gardner shall cease;

(e) all trading by Winick shall cease;

(f) all trading by McCarthy shall cease;

(g) all trading by Curry shall cease; and,

(h) all trading by Mateyak shall cease;

AND WHEREAS IT WAS FURTHER ORDEREDthat pursuant to clause 3 of subsection 127(1) of the Act, that any exemptions contained in Ontario securities law do not apply to any of the Respondents; and

TAKE NOTICE THAT the Commission will hold a hearing pursuant to sections 127 and 127.1 of the Act at the offices of the Commission, 20 Queen Street West, Toronto, Ontario, 17th Floor, commencing on Thursday, April 14, 2011, at 10:00 am or as soon thereafter as the hearing can be held;

TO CONSIDER whether, in the opinion of the Commission, it is in the public interest for the Commission to make an order:

(a) extending the Temporary Order made April 1, 2011, until the final disposition of

this matter or until such time as the Commission considers appropriate, pursuant to s. 127(7) of the Act; and

(b) to make such further Orders as the Commission considers appropriate;

BY REASON of the facts cited in the Temporary Order and of such allegations and evidence as counsel may advise and the Commission may permit;

AND TAKE FUTHER NOTICE THAT any party to the proceedings 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 any further notice of the proceeding.

DATED at Toronto this 4th day of April, 2011.

“John Stevenson” Secretary to the Commission


April 15, 2011 (2011) 34 OSCB 4369

1.2.3 L.T.M.T. Trading Ltd. and Bernard Shaw – s. 127



AND

IN THE MATTER OF L.T.M.T. TRADING LTD. ALSO KNOWN AS L.T.M.T. TRADING AND BERNARD SHAW

NOTICE OF HEARING (Section 127)

TAKE NOTICE THAT the Ontario Securities Commission (the “Commission”) will hold a hearing pursuant to section 127 of the Securities Act, R.S.O., c. S.5., as amended (the “Act”) at the offices of the Commission, 20 Queen Street West, Toronto, Ontario, 17th Floor, commencing on May 6, 2011, at 10:00 am or as soon thereafter as the hearing can be held;

TO CONSIDER whether it is in the public interest for the Commission:

1. to make an order pursuant to clause 2 of section 127(1) of the Act that trading in securities by or of the Respondents cease permanently or for such period as the Commission may determine;

2. to make an order pursuant to clause 2.1 of section 127(1) of the Act that acqui-sition of any securities by the Respon-dents be prohibited permanently or for such period as the Commission may determine;

3. to make an order pursuant to clause 3 of subsection 127(1) the Act that any exemptions in Ontario securities law do not apply to the Respondents perman-ently or for such period as the Commission may determine;

4. to make an order pursuant to clause 7 of section 127(1) the Act that Bernard Shaw (“Shaw”) resign any position that he holds as director or officer of an issuer;

5. to make an order pursuant to clause 8 of section 127(1) of the Act that Shaw be prohibited from becoming or acting as an officer or director of any issuer permanently or for such period as the Commission may determine;

6. to make an order pursuant to clause 8.1 of section 127(1) the Act that Shaw resign any position that he holds as director or officer of a registrant;

7. to make an order pursuant to clause 8.2 of section 127(1) of the Act that Shaw be prohibited from becoming or acting as an officer or director of any registrant permanently or for such period as the Commission may determine;

8. to make an order pursuant to clause 8.3 of section 127(1) the Act that Shaw resign any position that he holds as director or officer of an investment fund manager;

9. to make an order pursuant to clause 8.4 of section 127(1) of the Act that Shaw be prohibited from becoming or acting as an officer or director of any investment fund manager permanently or for such period as the Commission may determine;

10. to make an order pursuant to clause 8.5 of section 127(1) of the Act that the Respondents are prohibited from becom-ing or acting as a registrant, as an investment fund manager or as a promoter; and

11. to make such other order or orders as the Commission considers appropriate.

BY REASON of the allegations set out in the Statement of Allegations of Staff dated April 8, 2011, and such additional allegations as counsel may advise and the Commission may permit;

AND FURTHER TAKE NOTICE that any party to the proceeding may be represented by counsel if that party attends or submits evidence at the hearing;

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


“Daisy Aranha” Per: John Stevenson Secretary to the Commission


April 15, 2011 (2011) 34 OSCB 4370

IN THE MATTER OF THE SECURITIES ACT


AND


STATEMENT OF ALLEGATIONS OF STAFF OF THE

ONTARIO SECURITIES COMMISSION

Staff of the Ontario Securities Commission (“Staff”) allege:

I. The Respondents

1. L.T.M.T. Trading Ltd., also known as L.T.M.T. Trading (“LTMT”) held itself out as an offshore options, futures and derivatives brokerage that was serving individuals and corporations worldwide.

2. Bernard Shaw (“Shaw”) is a representative of LTMT.

II. The Allegations

The Saskatchewan Financial Services Commission Proceeding

3. LTMT and Shaw (collectively the “Respondents”) are subject to an order by the Saskatchewan Financial Services Commission (the “SFSC”) imposing sanctions upon them. The conduct for which the Respondents were sanctioned involved the unregistered trading and illegal distribution of securities of LTMT by Shaw, contrary to the Saskatchewan Securities Act, 1988 S.S. 1988-89 c.S-42.2 (the “SSA”).

4. On November 19, 2010, a panel of the SFSC conducted a hearing and in written reasons released on November 23, 2010, made the following findings against the Respondents:

a. That the exemptions in the SSA were not applicable to the Respondents;

b. That the Respondents breached the registration requirements in section 27 of the SSA;

c. That the Respondents breached the prospectus requirements in section 58 of the SSA.

5. On November 19, 2010, the SFSC issued an Order imposing sanctions that the Respondents are:

a. Permanently barred from the use of any exemptions available under Saskatch-ewan securities laws;

b. Permanently cease traded;

c. Permanently barred from acquiring securities and exchange contracts; and

d. Permanently barred from giving advice respecting any securities, trades and exchange contracts.

III. Conduct Contrary to the Public Interest

6. The Respondents are the subject of an order of the SFSC, imposing sanctions, conditions and restrictions or requirements on them.

7. Pursuant to section 127(10)4 of the Securities Act,R.S.O. 1990, c. S.5, as amended (the “Act”), the extra-provincial conduct of the Respondents may form the basis for an order in the public interest under section 127(1) of the Act.

8. Staff allege that it is in the public interest to make orders against the Respondents.

9. Staff reserve the right to amend these allegations and to make such further and other allegations as they deem fit and the Commission may permit.



April 15, 2011 (2011) 34 OSCB 4371

1.4 Notices from the Office of the Secretary

1.4.1 Bernard Boily

FOR IMMEDIATE RELEASE April 7, 2011



AND

IN THE MATTER OF BERNARD BOILY

TORONTO – Take notice that the hearing in the above named matter scheduled to be heard on April 28, 2011 at 10:00 a.m. will be heard on April 28, 2011 at 3:00 p.m. at the offices of the Commission, 17th Floor, 20 Queen Street West, Toronto.

OFFICE OF THE SECRETARY JOHN P. STEVENSON SECRETARY

For media inquiries:

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)

1.4.2 Energy Syndications Inc. et al.




AND



DOUGLAS CHADDOCK

TORONTO – The Office of the Secretary issued a Notice of Hearing today setting the matter down to be heard on April 14, 2011 at 11:00 a.m. consider whether it is in the public interest for the Commission:

(1) to extend the Temporary Order pursuant to subsections 127(7) and (8) of the Act until the conclusion of the hearing, or until such further time as considered necessary by the Commission; and

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

A copy of the Notice of Hearing dated April 7, 2011 and Temporary Order dated April 1, 2011 are available at www.osc.gov.on.ca.









April 15, 2011 (2011) 34 OSCB 4372

1.4.3 American Heritage Stock Transfer Inc. et al.




AND



TORONTO – The Office of the Secretary issued a Notice of Hearing setting the matter down to be heard on April 14, 2011 at 10:00 a.m. to consider whether it is in the public interest for the Commission:

(1) to extend the Temporary Order pursuant to subsections 127(7) and (8) of the Act until the conclusion of the hearing, or until such further time as considered necessary by the Commission; and

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

A copy of the Notice of Hearing dated April 4, 2011 and Temporary Order dated April 1, 2011 are available at www.osc.gov.on.ca.








1.4.4 Ameron Oil and Gas Ltd. et al.




AND

IN THE MATTER OF AMERON OIL AND GAS LTD., MX-IV LTD., GAYE KNOWLES, GIORGIO KNOWLES,

ANTHONY HOWORTH, VADIM TSATSKIN, MARK GRINSHPUN, ODED PASTERNAK AND

ALLAN WALKER

TORONTO – The Commission issued an Order in the above named matter which provides that the Temporary Order in respect of the Individual Respondents, Ameron and MX-IV Ltd. is extended to the conclusion of the hearing on the merits in this matter.

A copy of the Order dated April 4, 2011 is available at www.osc.gov.on.ca.









April 15, 2011 (2011) 34 OSCB 4373

1.4.5 Anthony Ianno and Saverio Manzo




AND

IN THE MATTER OF ANTHONY IANNO AND SAVERIO MANZO

TORONTO – The Commission issued an Order pursuant to Section 152 of the Securities Act in the above named matter.









1.4.6 L.T.M.T. Trading Ltd. and Bernard Shaw




AND


TORONTO – The Office of the Secretary issued a Notice of Hearing on April 8, 2011 setting the matter down to be heard on May 6, 2011 at 10:00 a.m. or as soon thereafter as the hearing can be held in the above named matter.

A copy of the Notice of Hearing dated April 8, 2011 and Statement of Allegations of Staff of the Ontario Securities Commission dated April 8, 2011 are available at www.osc.gov.on.ca.









April 15, 2011 (2011) 34 OSCB 4374

1.4.7 Paul Azeff et al.




AND

IN THE MATTER OF PAUL AZEFF, KORIN BOBROW,

MITCHELL FINKELSTEIN, HOWARD JEFFREY MILLER AND

MAN KIN CHENG (a.k.a. FRANCIS CHENG)

TORONTO – The Commission issued an order in the above named matter which provides that the Respondents’ disclosure motion and the hearing in this matter is adjourned to a pre-hearing conference, the date of which shall be agreed to by the parties and provided to the Secretary’s Office.









April 15, 2011 (2011) 34 OSCB 4375

Chapter 2

Decisions, Orders and Rulings

2.1 Decisions

2.1.1 Pro-Financial Asset Management Inc. and the Pro Financial Mutual Funds

Headnote

National Policy 11-203 Process For Exemptive Relief Applications in Multiple Jurisdictions – relief granted certain disclosure and consent requirements of section 8.2 of National Instrument 81-105 Mutual Fund Sales Practices – some units issued by Filer purchased by sales representatives of participating dealers pursuant to private placement – NI 81-105 triggers certain disclosure and consent requirements relating to ‘equity interests’ held by sales representatives, including requirement to continuously update disclosure and consent – compliance with updating requirements can be administratively burdensome with limited additional benefit to investors – disclosure and consent requirements in NI 81-105 modified to allow evergreen disclosure of aggregate holdings up to a stated maximum percentage to reduce the need for continuous updates but still provide key disclosure to investors – participating dealers wishing to rely on exemption must agree to abide by terms and conditions of decision document, including requirement for written policies and procedures for compliance with modified disclosure requirements – fund manager must keep records of participating dealers relying on the exemption and provide the principal regulator with an updated list on a quarterly basis of those participating dealers relying on this decision.

Applicable Legislative Provisions

National Instrument 81-105 Mutual Fund Sales Practices, ss. 8.2, 9.1.

April 5, 2010

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 PRO-FINANCIAL ASSET MANAGEMENT INC.

(THE FILER)

AND

IN THE MATTER OF THE PRO FINANCIAL MUTUAL FUNDS

(THE FUNDS)

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 an exemption pursuant to section 9.3 of National Instrument 81-105 – Mutual Fund Sales Practices (NI 81-105) for the following:

a) an exemption from the prospectus disclosure requirements found in subsections 8.2(1) and (2) of NI 81-105 on its own behalf, as the manager of the Funds; and


April 15, 2011 (2011) 34 OSCB 4376

b) an exemption from the point of sale and consent requirements found in subsections 8.2(3) and (4) of NI 81-105, on behalf of entities that are registered as mutual fund dealers or investment dealers and are not affiliated with the Filer, and their dealing or sales representatives who may from time to time own or acquire securities issued by the Filer, in any of the Jurisdictions

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 upon in British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, and Newfoundland and Labrador.

Interpretation

Terms defined in NI 81-105, National Instrument 81-02 – Mutual Funds (NI 81-102), National Instrument 14-101 Definitions and MI 11-102 have the same meaning in this decision unless otherwise defined in this decision.

Representations

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

1. The Filer is a corporation formed under the laws of the Province of Ontario having its head office in Oakville, Ontario. The Filer is registered with the Ontario Securities Commission in the categories of Portfolio Manager and Exempt Market Dealer and has submitted an application for registration as an Investment Fund Manager.

2. The Filer is the manager of the mutual funds, seven at present, which make up the Pro Financial Fund Family. The Filer may from time to time establish and become the manager for additional mutual funds (such existing funds and any future funds managed by the Filer are herein referred to collectively as the Funds). Accordingly, the Filer is a “member of the organization” of the Funds within the meaning of 81-105. Neither the Filer nor any of the existing Funds is in default of the securities legislation of any Jurisdiction (as defined below).

3. The Funds are qualified for sale in each of the provinces of Canada (the Jurisdictions) pursuant to a simplified prospectus and annual information form dated November 8, 2009. The Funds are distributed through dealers in the Jurisdictions, and such dealers are “participating dealers” of the Funds within the meaning of National Policy 81-102 – Mutual Funds and NI 81-105.

4. The Filer intends to effect one or more private placements (the Private Placements) of its Class B Non-Voting Common Shares. At the time of completion of the first Private Placement, the Filer will have authorized share capital consisting of two classes of shares, namely Class A Voting Common Shares (the Class A Shares) and Class B Non-Voting Common Shares (the Class B Shares). The Class B Shares are economically equivalent to the Class A Shares, except that the holders thereof are not ordinarily entitled to notice of or to vote at meetings of shareholders. The Class B Shares automatically convert to Class A Shares on a one-to-one basis upon the occurrence of certain events, including the sale of majority control of the Filer to a third party or the Filer becoming a public entity. Accordingly, the Class A Shares and the Class B Shares together make up the “equity interest” in the Filer within the meaning of NI 81-105.

5. At the time of completion of the first Private Placement, the Filer will have issued and outstanding 1,000,000 Class A Voting Common Shares, all of which will be owned by the management of the Filer. Certain members of management will hold options to acquire an additional 70,000 Class A Voting Common Shares.

6. The aggregate number of Class B Shares to be issued under the Private Placements will represent no more than 20% of the Filer’s issued and outstanding equity securities.

7. The Filer intends to offer the Class B Shares to qualified purchasers, including certain individual dealing and sales representatives of various participating dealers who distribute the Funds. In this application, individual dealing and sales representatives who become holders of the Class B Shares are referred to as Participating Advisors and a Participating Advisor’s sponsoring firm is referred to as a Participating Dealer.

8. Purchases by any one Participating Advisor will be limited by the Filer so that at no time will any Participating Advisor own more than 1% of the Filer’s issued and outstanding equity securities.


April 15, 2011 (2011) 34 OSCB 4377

9. The Filer anticipates that following the completion of the Private Placements, notwithstanding that Participating Advisors may have purchased Class B Shares:

a. each such Participating Dealer and each Participating Advisor will be free to choose which mutual funds to recommend to their clients and will consider recommending the Funds to their clients in the same manner as they consider recommending mutual funds that are not managed by the Filer; and

b. each such Participating Dealer and each Participating Advisor will comply with its respective obligations at law to recommend to their clients the mutual funds that such Participating Dealer and Participating Advisor believe would be suitable for such clients and in accordance with the investment of objectives of such clients.

10. Following the completion of the Private Placements:

a. the Filer will provide to the Participating Dealers the compensation described in the prospectus of the Funds in the same manner as the Filer provides compensation for any other participating dealer selling securities of the Funds whose sales representative has not purchased Class B Shares; and

b. neither the Filer nor any other member of the organization of the Funds will provide any incentive (whether express or implied) to any Participating Advisor or to a Participating Dealer to encourage those Participating Advisors or the Participating Dealer to recommend to their clients the Funds rather than competing mutual funds managed by persons other than the Filer, except as permitted by NI 81-105.

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 exemptions from the application of subsections 8.2 (1)and (2) and subsections 8.2 (3) and (4) of NI 81-105 (the Exemptions Sought) are granted provided that:

1. In substitution of the disclosure requirements of subsections 8.2(1) and (2) of NI 81-105 that apply to the simplified prospectuses of the Funds, the Funds will include the following disclosure in their simplified prospectuses that describes, as of a date that is within 30 days of the date of the simplified prospectus:

a) that up to a maximum of 20 percent of the outstanding equity interests of the Filer may be held by Participating Dealers and Participating Advisors;

b) the names of any Participating Dealer who has Participating Advisors holding equity interests in the Filer, the aggregate amount held by those Participating Advisors and the fact that up-to-date information can be obtained from the Filer’s website, which will be updated on a monthly basis, as Class B shares of the Filer are issued;

c) that no Participating Advisor, together with his or her associates, will hold more than 1 percent of the outstanding equity interests of the Filer;

d) that as a shareholder of the Filer, a Participating Advisor may stand to benefit from the inflow of client money to the Funds;

e) that if an investor’s sales representative is a Participating Advisor, then that investor will receive a disclosure statement describing the equity interest held by that Participating Advisor before he or she invests in the Funds and that he or she must consent to the trade of units of the Funds; and

f) that if the branch manager or other supervisor of the investor’s sales representative is a Participating Advisor, the investor will also receive a disclosure statement describing the equity interest that the branch manager or supervisor holds before he or she invests in the Funds and that he or she must consent to the trade of units of the Funds.

2. The Filer updates its website to provide the aggregate percentage of equity interests held by Participating Advisors and the names of the applicable Participating Dealers will be updated if new Participating Advisors or additional Participating Dealers acquire an equity interest in the Filer, or if there is a change in the aggregate percentages previously disclosed.


April 15, 2011 (2011) 34 OSCB 4378

3. In substitution of the point of sale disclosure and consent requirements of subsections 8.2(3), 8.2(4) and (5) of NI 81-105 that would otherwise apply to Participating Dealers and Participating Advisors, any participating dealer who has a Participating Advisor will:

a) deliver to a client of a Participating Advisor, prior to completing a trade in a security of a Fund, a disclosure document which states

i) that all Participating Advisors of the Participating Dealer and their associates hold, in the aggregate, no more than a maximum of stated percentage of the equity interests of the Filer;

ii) that the Participating Advisor acting on the trade and the associates of such Participating Advisor hold, in the aggregate, a maximum of one percent of the equity interests of the Filer; and

iii) that the client may go to the Filer’s website or call a specified toll-free number, which will be disclosed in such disclosure document, to obtain additional information about the holdings of the Participating Dealer and its Participating Advisors in the Filer;

b) the stated percentage that must be disclosed pursuant to (a)(i) above, will be that number determined by the Participating Dealer that reasonably and accurately represents the maximum amount that it expects its Participating Advisors will from time to time hold in the Filer;

c) the Participating Dealer will, following the delivery of the disclosure document described above, comply with the requirements of section 8.2(4) of NI 81-105 unless section 8.2(5) of NI 81-105 applies in respect of that trade; and

d) in the event a Participating Advisor assumes a position of authority or supervision over other sales representatives of the Participating Dealer, before completing a trade in a unit of a Portfolio that is acted on by one of those other sales representatives, the Participating Dealer and the other sales representatives will comply with the requirements of 2(a), (b) and (c) above, to disclose the amount held by the specific Participating Advisor in that position of authority.

4. The Participating Dealer will not be required to comply with the requirements described in condition 3 if the Participating Dealer has already delivered the disclosure document and obtained the purchaser’s consent on a previous trade and the Participating Dealer is satisfied that the equity interests held by its Participating Advisors at the time of the trade have not increased above the amounts disclosed in the previously delivered disclosure document.

5. Prior to a Participating Dealer relying on this Decision, the Filer will provide such Participating Dealer with a copy of this Decision together with an explanation to the Participating Dealer of the operation of the Decision and the actions required on the part of the Participating Dealer.

6. Any Participating Dealer wishing to rely on this Decision will:

a) send a written consent to the Filer agreeing to comply with the conditions of this decision as they relate to the Participating Dealer and any Participating Advisor (the Written Consent);

b) have in place written policies and procedures to ensure that there is compliance with the conditions of this Decision.

7. The Filer will:

a) keep records of the Participating Dealers from which it has received a Written Consent;

b) forward an updated list of all Participating Dealers from which it has received a Written Consent to the principal regulator on a quarterly basis within 10 business days of the end of each calendar quarter; and

c) include in either the simplified prospectus or the annual information form of the Funds a list of the Participating Dealers from which it has received a Written Consent as of a date that is within 30 days of the date of the simplified prospectus or annual information form.


April 15, 2011 (2011) 34 OSCB 4379

8. This Decision will expire on the date on which the requirements in section 8.2 of NI 81-105 are amended, revoked or replaced.

“Paulette Kennedy” Commissioner Ontario Securities Commission

“Margot Howard” Commissioner Ontario Securities Commission


April 15, 2011 (2011) 34 OSCB 4380

2.1.2 Baffinland Iron Mines Corporation

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – application for an order that the issuer is not a reporting issuer under applicable securities laws – requested relief granted.


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

April 8, 2011

IN THE MATTER OF THE SECURITIES LEGISLATION OF

ALBERTA, BRITISH COLUMBIA, MANITOBA, NEW BRUNSWICK, NEWFOUNDLAND AND LABRADOR, NOVA SCOTIA, NORTHWEST

TERRITORIES, NUNAVUT, ONTARIO, PRINCE EDWARD ISLAND, QUÉBEC, SASKATCHEWAN,

YUKON TERRITORY (THE JURISDICTIONS)

AND



AND

IN THE MATTER OF BAFFINLAND IRON MINES CORPORATION

DECISION

Background

The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Makers) has received an application from Baffinland Iron Mines Corporation (the Filer) for a decision under the securities legislation of each of the Jurisdictions (the Legislation) that the Filer is not a reporting issuer or, in Quebec, revoking the Filer’s status as a reporting issuer (the Exemptive Relief Sought).

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

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

(b) the decision is the decision of the principal regulator and evidences the decision of each other Decision Maker.

Interpretation

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

Representations

This decision is based on the facts represented by the Filer set out below.

1. The Filer is a corporation incorporated under the Business Corporations Act (Ontario) and its head office is located at 120 Adelaide Street West, Suite 1016, Toronto, Ontario, M5H 1T1.

2. The Filer is a reporting issuer in each Jurisdiction.

3. The authorized capital of the Filer consists of an unlimited number of common shares (Common Shares).

4. Following the expiry on February 17, 2011 of a take-over bid made by ArcelorMittal, Nunavut Iron Ore Acquisition Inc., Iron Ore Holdings, LP (IOH)and 183208 Ontario Inc. (Acquireco), as joint offerors, and a plan of arrangement (the “Arrangement”) completed by the Filer pursuant to Section 182 of the OBCA on March 28, 2011, Acquireco owns:

(a) all outstanding Common Shares;

(b) all outstanding Common Share purchase warrants issued pursuant to a warrant indenture dated January 31, 2007 between the Filer and Computershare Investor Services Inc. (the 2007 Warrants); and

(c) all outstanding Common Share purchase warrants issued pursuant to a warrant indenture dated December 10, 2009 between the Filer and Computershare Investor Services Inc. (the 2009 Warrants);

which securities are the only outstanding securities of the Filer.

5. The outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly by fewer that 15 security holders in each of the Jurisdictions and less than 51 security holders in total in Canada.

6. The Common Shares, 2007 Warrants and 2009 Warrants were de-listed from the Toronto Stock Exchange effective as of the close of trading on March 31, 2011 and no securities of the Filer are traded on any marketplace (as such term is defined in National Instrument 21-101- Marketplace Operation).

7. The Filer is not in default of any of its obligations as a reporting issuer other than its obligation to file annual audited financial statements and related management's discussion and analysis and officer’s certificates, and an annual information


April 15, 2011 (2011) 34 OSCB 4381

form in each case in respect of the annual period ended December 31, 2010, each of which documents was due to have been filed by March 31, 2011. As Acquireco became the sole beneficial holder of all outstanding securities of the Filer prior to the date upon which the Filer was required to make the aforementioned filings, the Filer has not filed such documents.

8. Upon the granting of the Exemptive Relief Sought, the Filer will not be a reporting issuer or its equivalent in any jurisdiction in Canada.

9. The Filer has no current intention to seek public financing by way of an offering of securities.

10. The Filer did not surrender its status as a reporting issuer in British Columbia pursuant to BC Instrument 11-502 Voluntary Surrender of a Reporting Issuer Status (the BC Instrument) in order to avoid the 10-day waiting period under the BC Instrument.

11. The Filer is not eligible to use the simplified procedure under CSA Staff Notice 12-307 Applications for a Decision that an Issuer is not a Reporting Issuer because it is a reporting issuer in British Columbia.

Decision

Each of the Decision Makers 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 Makers under the Legislation is that the Exemptive Relief Sought is granted.

“Edward P. Kerwin” Commissioner

“Margot C. Howard” Commissioner

2.1.3 Daimler Canada Finance Inc.

Headnote

Policy Statement 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – Application for a decision that the Filer is not a reporting issuer under applicable securities law – Only debt securities of the issuer are outstanding in Europe, Netherlands and Asia – Issuer is a wholly-owned subsidiary of German parent company – Debt securities are listed on the Luxembourg Stock Exchange – Outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 security holders in each of the jurisdictions in Canada and fewer than 51 security holders in total in Canada – Requested relief granted.


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

Translation

April 6, 2011


BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN, MANITOBA, ONTARIO, QUÉBEC, NEW BRUNSWICK,

NOVA SCOTIA, PRINCE EDWARD ISLAND, NEWFOUNDLAND AND LABRADOR,

YUKON, NORTHWEST TERRITORIES AND NUNAVUT (THE JURISDICTIONS)

AND



AND

IN THE MATTER OF DAIMLER CANADA FINANCE INC.

(THE FILER)

DECISION

Background

The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) that the Filer is not a reporting issuer (the Exemptive Relief Sought).

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

(a) the Autorité des marchés financiers is the principal regulator for this application, and


April 15, 2011 (2011) 34 OSCB 4382

(b) the decision is the decision of the principal regulator and evidences the decision of each other Decision Maker.

Interpretation

Terms defined in Regulation 14-101 respecting Definitions(elsewhere in Canada, National Instrument 14-101 Definitions) have the same meaning if used in this decision, unless otherwise defined.

Representations


1. The Filer is a corporation incorporated under the laws of Québec whose head office is located at Montréal, Québec.

2. The Filer was formed to access Canadian and foreign capital markets to raise funds, which it lends to Daimler AG subsidiaries in Canada. The Filer obtains financing through the issuance in Canada and elsewhere of term debt, including medium-term notes and commercial paper.

3. The Filer has minimal assets, operations, revenues and cash flows other than those related to the issuance, administration and repayment of securities that it distributes.

4. The authorized capital of the Filer consists of 1,000 common shares without par value. On March 29, 2011, the Filer has 100 common shares issued and outstanding.

5. All of the common shares of the Filer are beneficially owned by Daimler North America Corporation, a wholly-owned subsidiary of Daimler AG.

6. Daimler AG is a stock corporation organized under the Federal laws of Germany and is subject to the reporting requirements of the laws of the Federal Republic of Germany.

7. Daimler AG's ordinary shares are listed on the Frankfurt Stock Exchange (the FWB) and, as such, Daimler AG is subject to the rules and reporting requirements of the FWB.

8. The Filer is a reporting issuer in each of the Jurisdictions.

9. The Filer became a reporting issuer in each of the Jurisdictions by virtue of filing a short form prospectus dated March 14, 2000 (the Initial Prospectus) under the Legislation, in respect of a distribution of medium-term notes (MT Notes) using the shelf procedures, and obtaining a mutual reliance review system decision document dated March 14, 2000 for the Initial Prospectus,

which decision document evidenced the final receipt of the regulators in each of the Jurisdictions. The Initial Prospectus was renewed from time to time and lapsed on July 9, 2008 (the Prospectus).

10. All of the MT Notes issued by the Filer under the Prospectus have matured and were repaid by the Filer and all of the commercial paper issued by the Filer has matured and was repaid by the Filer.

11. On March 29, 2011, the Filer has GBP 300,000,000 principal amount of bearer medium term notes (the GBP MT Notes) outstanding, which mature on August 10, 2011.

12. All of the GBP MT Notes were issued pursuant to the prospectus dated October 21, 2005 and supplemental prospectuses dated November 7, 2005, March 6, 2006, April 27, 2006 and July 27, 2006, approved by the Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg (the Euro Prospectus), under the Euro Medium Term Note Programme of Daimler AG, the Filer and certain other subsidiaries of Daimler AG, and are unconditionally and irrevocably guaranteed by Daimler AG. There are no other series of medium term notes issued by the Filer under the Euro Prospectus.

13. The GBP MT Notes were only offered and sold to institutional investors by the Filer under the Euro Prospectus and none of the GBP MT Notes were offered or sold to retail investors or to any residents of Canada.

14. The GBP MT Notes were sold by the Filer on August 9, 2006 to 39 institutional investors geographically located in Europe, the Netherlands and Asia as to 98% or GBP 294,000,000 principal amount of the GBP MT Notes.

15. The GBP MT Notes were issued in bearer form and the global certificate representing the GBP MT Notes contains a legend restricting the offering and sale of the GBP MT Notes, directly or indirectly, in Canada, or to, or for the benefit of, any resident of Canada, in contravention of the Legislation.

16. The GBP MT Notes were offered and sold by through Barclays Bank PLC and BNP Paribas, as lead managers (the Lead Managers), pursuant to the terms of a dealer agreement that contained restrictions on the sale of GBP MT Notes, including an acknowledgement and agreement from each dealer that it did not offer or sell, and that it would not offer or sell, any GBP MT Notes, directly or indirectly, in Canada, or to, or for the benefit of, any resident thereof in contravention of the Legislation. The final terms of the GBP MT Notes contained a restriction against the GBP MT


April 15, 2011 (2011) 34 OSCB 4383

Notes being sold to retail investors by way of a public offering within the meaning of the Prospectus Directive 2003/71/EC of the European Parliament and of the Council of November 4, 2003.

17. As the GBP MT Notes were only issued a European International Securities IdentificationNumber (ISIN), holders of the GBP MT Notes can only hold interests in the GBP MT Notes either directly through participants in the European clearing system, Euroclear Bank S.A./N.A (Euroclear), if they are participants in such system or indirectly though participants in such system and cannot hold interests in the GBP Notes directly or indirectly through participants in CDS Clearing and Depository Services Inc. (CDS) since the GBP Notes have not been issued a Canadian ISIN and are not eligible for entry in CDS.

18. No securities of the Filer are traded on a marketplace as defined in Regulation 21-101 respecting Marketplace Operation (elsewhere in Canada, National Instrument 21-101 Marketplace Operation), other than the GBP MT Notes which are listed on the Luxembourg Stock Exchange (the LSE).

19. The GBP MT Notes were listed on the LSE for purposes of facilitating the “eligibility for investment” requirements of certain institutional investors. The GBP MT Notes have never traded on the LSE.

20. By virtue of the Filer being a subsidiary of Daimler AG and Daimler AG providing a full and unconditional guarantee of the payments to be made by the Filer under the GBP MT Notes, it is the financial position and financial condition of Daimler AG that is most relevant to the holders of the GBP MT Notes.

21. Neither the Filer nor any other person maintains a register of holders of the GBP MT Notes.

22. By virtue of the nature of a bearer security, it is only possible to make limited enquiries in order to obtain information regarding the beneficial ownership of the GBP MT Notes held by residents in Canada.

23. In order to obtain information regarding the beneficial ownership of the GBP MT Notes for purposes of determining if the GBP MT Notes are held by residents in Canada, the Filer has made enquiries of (a) the Lead Managers regarding the persons to whom the GBP MT Notes were offered and sold and the jurisdictions within which the GBP MT Notes were sold, (b) the paying agent for the GBP MT Notes regarding the jurisdictions within which interest on the GBP MT Notes was paid, (c) the LSE regarding the trading of the GBP MT Notes on the LSE, and (d) investment dealers

in Canada with whom Daimler AG has historically had a relationship, being certain of the major investment dealers in Canada, regarding the holding of GBP MT Notes through their accounts with Euroclear on behalf of any of their clients.

24. As a result of the GBP MT Notes having been issued in bearer form, the Filer is unable to determine conclusively determine the beneficial ownership of the GBP MT Notes by residents of Canada.

25. Based on the enquiries described above and the information obtained, and having regard for the bearer form of the debt securities outstanding, to the best of the knowledge and belief of the Filer, the outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the Jurisdictions and fewer than 51 securityholders in total in Canada.

26. The Filer has no current intention to seek financing by way of a public offering of its securities in Canada.

27. The Filer 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.

28. The Filer is not in default of any requirement applicable to a reporting issuer under Legislation, except for the Filer’s failure to file: (a) interim financial statements and interim MD&A (as such terms are defined in Regulation 51-102 respecting Continuous Disclosure Obligations (elsewhere in Canada, National Instrument 51-102 Continuous Disclosure Obligations (Regulation 51-102)) for the interim period ended September 30, 2010; and (b) interim certificates (as such term is defined in Regulation 52-109 respecting Certification of Disclosure in Issuers’ Annual and Interim Filings,and elsewhere in Canada, National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings), for the interim period ended September 30, 2010. Alternatively, the Filer has filed the quarterly financial report of Daimler AG, including interim consolidated financial statements of Daimler AG (its credit supporter), for the quarter ended September 30, 2010, in satisfaction of the requirements of Regulation 51-102 for the interim period ended September 30, 2010.

29. The Filer did not voluntarily surrender its status as a reporting issuer in British Columbia under British Columbia Instrument 11-502 Voluntary Surrender of Reporting Issuer Status (the BC Instrument) in order to avoid the minimum 10-day waiting period under the BC Instrument.

30. The Filer is not eligible to use the simplified procedure under CSA Staff Notice 12-307 Applications for a Decision that an Issuer is not a


April 15, 2011 (2011) 34 OSCB 4384

Reporting Issuer because it is a reporting issuer in British Columbia and is in default of the Legislation as described in paragraph 28 above.

31. Upon the Decision Makers granting the Exemptive Relief Sought, the Filer will no longer be a reporting issuer in any of the Jurisdictions.

Decision


The decision of the Decision Makers under the Legislation is that the Exemptive Relief Sought is granted.

“Alida Gualtieri” Manager, Continuous Disclosure Autorité des marchés financiers


April 15, 2011 (2011) 34 OSCB 4385

2.1.4 Penn West Petroleum Ltd.

Headnote

National Policy 11-203 Process For Exemptive Relief Applications in Multiple Jurisdictions – Exemption granted to a successor issuer from the requirement to deliver personal information forms for individuals for whom its predecessor issuer previously delivered personal information forms.


National Instrument 44-101 Short Form Prospectus Distributions.

Citation: Penn West Petroleum Ltd., Re, 2011 ABASC 211

April 5, 2011


ALBERTA AND ONTARIO (THE JURISDICTIONS)

AND



AND

IN THE MATTER OF PENN WEST PETROLEUM LTD.

(THE FILER)

DECISION

Background

The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) exempting the Filer from the requirement under subsection 4.1(b) of National Instrument 44-101 Short Form Prospectus Distributions (NI 44-101) for the Filer to deliver a Personal Information Form and Authorization to Collect, Use and Disclose Personal Information (in the form attached as Appendix A to National Instrument 41-101 General Prospectus Requirements) for each director and executive officer of the Filer at the time of filing a preliminary short form prospectus, for whom Penn West Energy Trust (the Trust) had previously delivered any of the documents described in clauses 4.1(b)(i)(E) through (G) of NI 44-101 at the time of filing suchpreliminary short form prospectus (the Exemption Sought).

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

(a) the Alberta Securities Commission is the principal regulator for this Application;

(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, Saskatchewan, Manitoba, Québec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador; and

(c) this decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

Terms defined in National Instrument 14-101 Definitions or MI 11-102 have the same meaning if used in this decision, unless otherwise defined herein.


April 15, 2011 (2011) 34 OSCB 4386

Representations


The Trust and the Arrangement

1. The Trust was a trust established under the laws of Alberta pursuant to a trust indenture, as amended and restated as of June 30, 2006, as subsequently amended on November 29, 2007, and as further amended on December 31, 2010 in connection with a Plan of Arrangement under section 193 of the Business Corporations Act (Alberta), which resulted in the reorganization of the Trust (an income trust) into the Filer, a new publicly traded exploration and development corporation (the Arrangement).

2. Pursuant to the Arrangement, the Trust was dissolved and, through a series of steps, the Filer acquired all of the assets of the Trust and the Filer assumed all of the liabilities of the Trust, including the Trust's convertible debentures, which are now convertible debentures of the Filer.

3. The Arrangement did not involve the acquisition of any additional operating assets or the disposition of any existing operating assets.

4. The Trust was a reporting issuer or the equivalent under the securities legislation of each of the provinces of Canada. The Trust was dissolved in connection with the Arrangement and has therefore ceased to be a reporting issuer in each of the provinces of Canada.

5. The trust units and the convertible debentures of the Trust were listed on the Toronto Stock Exchange (the TSX) and were delisted from the TSX at the close of business on January 7, 2011. The trust units of the Trust were listed on the New York Stock Exchange (the NYSE) and were delisted from the NYSE at the close of business on December 31, 2010.

6. Prior to completion of the Arrangement, to the knowledge of the Filer, the Trust was not in default of applicable securities legislation in each of the provinces of Canada.

The Filer

7. The Filer is a corporation amalgamated under the laws of Alberta. The principal office of the Filer is located in Calgary, Alberta.

8. The Filer is a reporting issuer or the equivalent under the securities legislation of each of the provinces of Canada and to its knowledge is not in default of applicable securities legislation in each of the provinces of Canada.

9. The common shares and the convertible debentures of the Filer are listed and posted for trading on the TSX. The common shares of the Filer are listed and posted for trading on the NYSE.

10. The Trust has previously delivered the documents described in clauses 4.1(b)(i)(E) through (G) of NI 44-101 (the Trust PIFs) for each individual acting in the capacity of director or executive officer of Penn West Petroleum Ltd. (a predecessor of the Filer and the administrator of the Trust) on January 30, 2009, being the time of the last filing of a preliminary prospectus by the Trust.

Decision


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

(a) each individual:

(i) for whom the Trust has previously delivered a Trust PIF; and

(ii) who is a director or executive officer of the Filer at the time of a prospectus filing by the Filer;

authorizes the Decision Makers, in respect of the prospectus filing by the Filer, to collect, use and disclose the personal information that was previously provided in the Trust PIF;


April 15, 2011 (2011) 34 OSCB 4387

(b) at the time of the Filer's first prospectus filing, the Filer delivers to the Decision Makers an authorization of indirect collection, use and disclosure of personal information, substantially in the form of the authorization attached as Appendix A hereto;

(c) the Filer will, if requested by a Decision Maker, promptly deliver such further information from each individual referred to in clause (a) above as the Decision Maker may require; and

(d) this decision will terminate in any Jurisdiction in which the decision is in effect on the effective date of any change to subparagraph 4.1(b)(i) of NI 44-101.

“Blaine Young” Associate Director, Corporate Finance Alberta Securities Commission


April 15, 2011 (2011) 34 OSCB 4388

APPENDIX A

AUTHORIZATION OF INDIRECT COLLECTION, USE AND DISCLOSURE OF PERSONAL INFORMATION

The Personal Information Forms in respect of the individuals listed in the attached Schedule 1, which were filed by Penn West Energy Trust (the Trust) with provincial securities regulators in Canada on [insert date(s)] (the Trust Filings), contain personal information concerning each individual acting in the capacity of director or executive officer of the Trust (the Personal Information), as required by securities legislation in respect of a prospectus filing by the Trust.

Penn West Petroleum Ltd. (the Issuer) hereby confirms that each individual listed on Schedule 1:

(a) is a director or executive officer of the Issuer;

(b) has consented to the use of the Personal Information (previously provided in the Trust Filings) pertaining to that individual, in respect of an anticipated prospectus filing by the Issuer;

(c) has been notified by the Issuer:

(i) that the Personal Information is being collected indirectly by the regulator under the authority granted to it by provincial securities legislation or provincial legislation relating to documents held by public bodies and the protection of personal information;

(ii) that the Personal Information is being collected and used for the purpose of enabling the regulator to administer and enforce provincial securities legislation, including those obligations that require or permit the regulator to refuse to issue a receipt for a prospectus if it appears to the regulator that the past conduct of management or promoters of the Issuer affords reasonable grounds for belief that the business of the Issuer will not be conducted with integrity and in the best interests of its security holders; and

(iii) of the contact, business address and business telephone number of the regulator in the local jurisdiction as set out in the attached Schedule 3, who can answer questions about the regulator’s indirect collection of the Personal Information; and

(d) has authorized the indirect collection, use and disclosure of the Personal Information by the regulators as described in Schedule 2, in respect of a prospectus filing by the Issuer.

Date: ______________

Penn West Petroleum Ltd.

Per: ____________________________

Name: Official Capacity:

(Please print the name of the person signing on behalf of the Issuer)


April 15, 2011 (2011) 34 OSCB 4389

2.1.5 Lomiko Metals Inc. et al.

Headnote

National Policy 11-203 Process For Exemptive Relief Applications in Multiple Jurisdictions – Exemption from registration requirement – A purchaser under an equity line of credit wants relief from the requirement to register as an underwriter – The purchaser will not solicit any offers to purchase the securities it acquires from the issuer and will resell any securities through an exchange, using a registered dealer unaffiliated with the issuer or the purchaser.

Exemption from prospectus delivery requirement – A purchaser under an equity line of credit wants relief from the requirement to deliver a prospectus – The issuer will file a supplement to its base shelf prospectus describing the terms of the equity purchase agreement – The issuer will issue a news release upon entering into the equity purchase agreement and file the agreement on SEDAR – For each drawdown under the agreement, the issuer will issue a news release indicating that the base shelf prospectus and relevant prospectus supplement have been filed and will specify where and how purchasers may obtain a copy.

Exemption from short form prospectus form requirements – An issuer wants relief from the requirement to include in the prospectus a statement of purchasers’ statutory rights in the prescribed form – The issuer is distributing securities to purchasers on the TSX Venture Exchange through a purchaser under an equity line of credit – The purchasers on the Exchange will have all statutory rights except those rights triggered by delivery of the prospectus – The issuer will provide an amended statement of rights in the prospectus so that the prospectus properly describes applicable rights and purchasers are not misled.

Exemption from shelf prospectus form requirements – An issuer wants relief from the requirement to include certain disclosure in the base shelf prospectus – The issuer is distributing securities to purchasers on the TSX Venture Exchange through a purchaser under an equity line of credit – The purchasers on the Exchange will have all statutory rights except those rights triggered by delivery of the prospectus – The issuer will include in its base shelf prospectus all disclosure required under section 5.5 of National Instrument 44-102 but will eliminate or modify statements that specifically refer to delivery of the prospectus


Securities Act, R.S.O. 1990, c. S.5, as am., ss. 25, 71(1), 71(2), 74, 147. National Instrument 44-101, s. 8.1. Form 44-101F1, s. 20. National Instrument 44-102, ss. 5.5(2), 5.5(3), 11.1.

April 5, 2011

IN THE MATTER OF THE SECURITIES LEGISLATION OF BRITISH COLUMBIA AND ONTARIO

(THE JURISDICTIONS)

AND



AND

IN THE MATTER OF LOMIKO METALS INC. (LOMIKO), DUTCHESS

OPPORTUNITY CAYMAN FUND, LTD (DUTCHESS) AND DUTCHESS CAPITAL MANAGEMENT II, LC

(THE MANAGER AND, TOGETHER WITH LOMIKO AND DUTCHESS, THE FILERS)

DECISION


April 15, 2011 (2011) 34 OSCB 4390

Background

1 The securities regulatory authority or regulator in each of the Jurisdictions (Decision Makers) has received an application (the Application) from the Filers for a decision under the securities legislation of the Jurisdictions (the Legislation) that:

(a) the following disclosure requirements under the Legislation (the Prospectus Disclosure Requirements) do not fully apply to Lomiko in connection with the Distribution (as defined below):

(i) the statement in the Prospectus Supplement (as defined below) respecting statutory rights of withdrawal and rescission required by item 20 of Form 44-101F1 of National Instrument 44-101 – Short Form Prospectus Distributions (NI 44-101); and

(ii) the statements required by Subsections 5.5(2) and (3) of National Instrument 44-102 – Shelf Distributions (NI 44-102);

(b) the prohibition from acting as a dealer unless the person is registered as such (the Dealer Registration Requirement) does not apply to Dutchess and the Manager in connection with the Distribution; and

(c) the requirement that a dealer send a copy of the Prospectus (as defined below) to a subscriber or purchaser in the context of a distribution (the Prospectus Delivery Requirement) does not apply to Dutchess and the Manager or the dealer(s) through whom Dutchess distributes the Shares (as defined below) and, as a result, rights of withdrawal or rights of rescission, price revision, or damages for non-delivery of the Prospectus do not apply in connection with the Distribution;

(collectively, the Exemptive Relief Sought).

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

(a) the British Columbia Securities Commission is the principal regulator for this application,

(b) the Filers will provide notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in all of the provinces and territories of Canada except for Quebec (collectively with British Columbia and Ontario, the Provinces), and

(c) the decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

2 Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined in this decision.

Representations

3 This decision is based on the following facts represented by the Filers:

Lomiko

1. Lomiko is incorporated pursuant to the Business Corporations Act (British Columbia) and has its head office and registered office located at #439, 7231 – 120th Street, Delta BC V4C 6P5;

2. Lomiko is a junior mining and exploration corporation engaged in the acquisition, exploration and development of resource properties;

3. Lomiko is currently a reporting issuer under the securities legislation of each of the provinces of Alberta and British Columbia and is not in default of any requirements under the securities legislation in any jurisdiction in Canada;

4. Lomiko’s authorized share capital consists of an unlimited number common shares (Shares), of which 46,768,445 Shares were outstanding as at March 23, 2011;


April 15, 2011 (2011) 34 OSCB 4391

5. the Shares are listed for trading on the TSX Venture Exchange (the Exchange) under the symbol “LMR”; based on the closing price of $0.10 of the Shares on the Exchange on March 23, 2011, the current market capitalization of Lomiko is approximately $4,676,855;

6. upon the filing of an annual information form for the year ended July 31, 2010, Lomiko will be qualified to file a short form prospectus under section 2.2 of NI 44-101 and therefore will be qualified to file a base shelf prospectus under NI 44-102;

7. Lomiko intends to file with the securities regulators in all of the Provinces a base shelf prospectus (such base shelf prospectus and any amendments thereto is referred to as the Base Shelf Prospectus);

8. the statements in subsection 5.5(2) and (3) of NI 44-102 included in the Base Shelf Prospectus will be qualified by adding the following “, except in cases where an exemption from such delivery requirements has been obtained.”;

Dutchess and the Manager

9. Dutchess is an investment fund established as a Cayman Islands exempt limited partnership and its head office is located at Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands;

10. Dutchess is managed by the Manager, a limited liability corporation incorporated under the laws of Delaware, having its head office at 50 Commonwealth Ave, Suite 2, Boston, Massachusetts, USA; the Manager is an affiliate of Dutchess under applicable securities laws;

11. Dutchess is one of a number of investment funds managed by the Manager; the Manager is the investment manager for funds which have made direct investments in growth-stage and mature public companies which span a wide array of sectors using various investment structures such as equity line facilities, equity-linked notes and direct placements;

12. neither Dutchess nor the Manager is a reporting issuer or registered as a registered firm as defined in National Instrument 31-103 Registration Requirements and Exemptions in any jurisdiction of Canada;

13. Dutchess and the Manager are not in default of securities legislation in any jurisdiction of Canada;

Proposed Distribution Arrangement

14. Lomiko and Dutchess propose to enter into an equity line facility agreement (the Distribution Agreement), pursuant to which Dutchess will agree to subscribe for, and Lomiko will have the right but not the obligation to issue and sell, up to C$5 million of Shares (the Aggregate Commitment Amount) over a period of 36 months in a series of draw downs; Lomiko will be entitled to request, in respect of each drawdown, a maximum amount equal to the greater of: (i) $500,000; or (ii) 200% of the average daily volume of the Shares as traded on the Exchange, multiplied by the average of the three daily closing prices immediately preceding the date of such put, subject to the Aggregate Commitment Amount;

15. the Distribution Agreement will provide Lomiko with the ability to raise capital as needed from time to time; Dutchess regularly engages in such transactions; Dutchess will, in most cases, finance its commitment to subscribe for Shares on a drawdown through short-sales or resales out of existing holdings of Lomiko’s securities;

16. Lomiko will have the sole ability to determine the timing and the amount of each drawdown, subject to certain conditions, including a maximum investment amount per drawdown and the Aggregate Commitment Amount;

17. the subscription price per Share and therefore the number of Shares to be issued to Dutchess for each drawdown will be calculated based on a predetermined percentage discount from the lowest daily volume-weighted average price per Share on the Exchange over a period of five consecutive trading days following a drawdown notice sent by Lomiko (the Drawdown Pricing Period); specifically, the Shares will be issued at a subscription price equal to the lowest daily volume-weighted average price per Share on the Exchange during the Drawdown Pricing Period multiplied by 95%; Lomiko may fix in such drawdown notice a minimum subscription price below which it will not issue any Shares; Lomiko and Dutchess can mutually agree in writing to amend the minimum price set forth in a drawdown notice during the applicable Drawdown Pricing Period; notwithstanding the foregoing, the subscription price per Share may not be lower than the volume-weighted average price per Share on the Exchange over a period of five consecutive trading days immediately


April 15, 2011 (2011) 34 OSCB 4392

preceding the applicable drawdown notice, less the permitted discount under the private placement rules contained in the Exchange Company Manual (the Floor Price);

18. subject to earlier settlement in certain circumstances, on the 7th trading day following the date of each drawdown notice (each, a Settlement Date), the amount of the drawdown will be paid by Dutchess in consideration for the relevant number of newly issued Shares;

19. the Distribution Agreement will provide that, at the time of each drawdown notice and at each Settlement Date, Lomiko will make a representation to Dutchess that the Base Shelf Prospectus, as supplemented (the Prospectus), contains full, true and plain disclosure of all material facts relating to Lomiko and the Shares being distributed; Lomiko would therefore be unable to issue, or decide to issue, Shares when it is in possession of undisclosed information that would constitute a material fact or a material change;

20. on or after each Settlement Date, Dutchess may seek to sell all or a portion of the Shares subscribed for under the drawdown;

21. during the term of the Distribution Agreement, Dutchess and its affiliates, associates or insiders, as a group, will not own at any time, directly or indirectly, Shares representing more than 9.9% of the issued and outstanding Shares;

22. Dutchess and its affiliates, associates or insiders, will not hold a “net short position” in Shares during the term of the Distribution Agreement; however, Dutchess may, after the receipt of a drawdown notice, seek to short-sell Shares to be subscribed for under the drawdown, or engage in hedging strategies, in order to reduce the economic risk associated with its commitment to subscribe for Shares, provided that:

(a) Dutchess complies with applicable rules of the Exchange and applicable securities regulations;

(b) Dutchess and its affiliates, associates or insiders, will not during the period between a drawdown notice and the corresponding Settlement Date, directly or indirectly, sell Shares or grant any right to purchase or acquire any right to dispose of, nor otherwise dispose for value of, any Shares or any securities convertible into or exchangeable for Shares, in an amount exceeding the number of Shares to be subscribed by Dutchess under the applicable drawdown; and

(c) notwithstanding the foregoing, Dutchess and its affiliates, associates or insiders, will not, directly or indirectly, sell Shares or grant any right to purchase or acquire any right to dispose of, nor otherwise dispose for value of, any Shares or any securities convertible into or exchangeable for Shares, between the time of delivery of a drawdown notice and the filing of the press release announcing the drawdown;

23. disclosure of the activities of Dutchess and its affiliates, associates or insiders, as well as the restrictions thereon, the whole as described in paragraph 22 above, will be included in the Base Shelf Prospectus. In addition, Lomiko will include in the Base Shelf Prospectus a risk factor that explains that Dutchess may engage in short-sales, resales or other hedging strategies to reduce or eliminate investment risks associated with a drawdown and that such risk factor will disclose the possibility that such transactions may result in significant dilution to existing shareholders and could have a significant effect on the price of the Shares;

24. no extraordinary commission or consideration will be paid by Dutchess or the Manager to a person or company in respect of the disposition of Shares by Dutchess to purchasers who purchase them from Dutchess through the dealer(s) engaged by Dutchess through the Exchange (the “Exchange Purchasers”);

25. Dutchess and the Manager will also agree, in effecting any disposition of Shares, not to engage in any sales, marketing or solicitation activities of the type undertaken by dealers in the context of a public offering; more specifically, each of Dutchess and the Manager will not (a) advertise or otherwise hold itself out as a dealer, (b) purchase or sell securities as principal from or to customers, (c) carry a dealer inventory in securities, (d) quote a market in securities, (e) extend, or arrange for the extension of credit, in connection with transactions of securities of Lomiko, (f) run a book of repurchase and reverse repurchase agreements, (g) use a carrying broker for securities transactions, (h) lend securities for customers, (i) guarantee contract performance or indemnify Lomiko for any loss or liability from the failure of the transaction to be successfully consummated, (j) participate in a selling group; (k) effect any disposition of Shares which would not be in compliance with Canadian or United States securities legislation, (l) provide investment advice or (m) issue or originate securities;


April 15, 2011 (2011) 34 OSCB 4393

26. Dutchess and the Manager will not solicit offers to purchase Shares in any jurisdiction of Canada and will sell the Shares to Exchange Purchasers through one or more dealer(s) unaffiliated with Dutchess, the Manager and Lomiko;

The Prospectus Supplements

27. Lomiko intends to file with the securities regulator in all of the Provinces a prospectus supplement to the Base Shelf Prospectus (each, a Prospectus Supplement) within two business days after the Settlement Date for each drawdown under the Distribution Agreement;

28. the Prospectus Supplement will include (i) the number of Shares issued to Dutchess, (ii) the price per Share paid by Dutchess, (iii) the information required by NI 44-102, including the disclosure required by subsection 9.1(3) of NI 44-102, and (iv) the following statement:

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. In several of the provinces, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus and any amendment are not delivered to the purchaser, provided that the remedies for rescission, revisions of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province. However, such rights and remedies will not be available to purchasers of common shares distributed under this prospectus because the prospectus will not be delivered to purchasers, as permitted under a decision document issued by the British Columbia Securities Commission on _____________, 2011.

The securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus and any amendment contain a misrepresentation, provided that the remedies for rescission, revisions of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province. Such remedies remain unaffected by the non-delivery of the prospectus, as permitted under the decision document referred to above.

The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province for the particulars of these rights or consult with a legal adviser.

(the Amended Statement of Rights);

29. the Base Shelf Prospectus, as supplemented by each Prospectus Supplement, will (a) qualify the distribution of Shares to Dutchess on the Settlement Date of the drawdown disclosed in the relevant Prospectus Supplement, and (b) qualify the distribution of Shares to Exchange Purchasers during the period that commences on the date of issuance of a drawdown notice to Dutchess and ends on the earlier of (i) the date on which the distribution of such Shares has ended or (ii) the 40th day following the Settlement Date (collectively, a Distribution);

30. the Prospectus Delivery Requirement is not workable in the context of the Distribution because the Exchange Purchasers will not be readily identifiable as the dealer(s) acting on behalf of Dutchess may combine the sell orders made under the Prospectus with other sell orders and the dealer(s) acting on behalf of the Exchange Purchasers may combine a number of purchase orders;

31. the Prospectus Supplement will contain an underwriter's certificate in the form set out in section 2.2 of Appendix B to NI 44-102, signed by Dutchess;

32. at least three business days prior to the filing of the first Prospectus Supplement filed in connection with a distribution pursuant to the equity line facility under the Distribution Agreement, Lomiko will provide for comment to the Decision Makers a draft of such Prospectus Supplement;

Press Releases / Continuous Disclosure

33. following the execution of the Distribution Agreement, Lomiko will:

(a) promptly issue and file a press release on SEDAR disclosing the material terms of the Distribution Agreement, including the Aggregate Commitment Amount; and

(b) within ten days after said execution:


April 15, 2011 (2011) 34 OSCB 4394

(i) file a copy of the Distribution Agreement on SEDAR; and

(ii) file a material change report on SEDAR disclosing at a minimum the information required in subparagraph (i) above.

34. Lomiko will promptly issue and file a press release on SEDAR upon the issuance of each drawdown notice, regardless of the size of the drawdown, disclosing the aggregate amount of the drawdown, the maximum number of Shares to be issued, the minimum price per Share, if any, the Floor Price as well as the fact that the Base Shelf Prospectus is available on SEDAR and specifying how a copy of this document can be obtained;

35. Lomiko will promptly issue and file a press release on SEDAR upon amending the minimum price set forth in a drawdown notice disclosing the amended minimum price per Share and the maximum number of Shares to be issued;

36. Lomiko will:

(a) issue and file a press release on SEDAR on, or as soon as practicable after, the last day of the Drawdown Pricing Period, disclosing:

(i) the number of Shares issued to, and the price per Share paid by, Dutchess;

(ii) that the Base Shelf Prospectus and the relevant Prospectus Supplement will be available on SEDAR and specifying how a copy of these documents can be obtained; and

(iii) the Amended Statement of Rights; and

(b) file a material change report on SEDAR within ten days of the Settlement Date, if the relevant Distribution constitutes a material change under applicable securities legislation, disclosing at a minimum the information required in subparagraph (i) above;

37. Lomiko will also disclose in its financial statements and management's discussion and analysis filed on SEDAR under National Instrument 51-102 Continuous Disclosure Obligations, for each financial period, the number and price of Shares issued to Dutchess pursuant to the Distribution Agreement;

Deliveries upon Request

38. Lomiko will deliver to the Decision Makers and to the Exchange, upon request, a copy of each drawdown notice delivered by Lomiko to Dutchess under the Distribution Agreement;

39. Dutchess and the Manager will provide to the Decision Makers, upon request, full particulars of trading and hedging activities by Dutchess or the Manager (and, if required, trading and hedging activities by their respective affiliates, associates or insiders) in relation to securities of Lomiko during the term of the Distribution Agreement.

Decision

4 Each of the Decision Makers 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 Makers under the Legislation is that the Exemptive Relief Sought is granted provided that:

(a) as it relates to the Prospectus Disclosure Requirement:

(i) Lomiko comply with the representations in paragraphs 8, 23, 28, 29, 33, 34, 35, 36 and 38; and

(ii) the number of Shares distributed by Lomiko under the Distribution Agreement does not exceed, in any 12 month period, 19.9% of the aggregate number of Shares outstanding calculated at the beginning of such period;


April 15, 2011 (2011) 34 OSCB 4395

(b) as it relates to the Prospectus Delivery Requirement and the Dealer Registration Requirement, Dutchess and/or the Manager, as the case may be, comply with the representations in paragraph 22, 24, 25, 26, 31 and 39; and

(c) this decision will terminate 25 months after the date of the Base Shelf Prospectus.

“Martin Eady, CA” Director, Corporate Finance British Columbia Securities Commission


April 15, 2011 (2011) 34 OSCB 4396

2.1.6 Invesco Trimark Ltd. and Invesco Intactive Diversified Income Portfolio Class et al.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – Relief granted from multi-layering prohibition in paragraph 2.5(2)(b) of NI 81-102 to permit certain top funds to invest 100% of their assets in bottom funds, which are more than 10% invested in underlying funds and ETFs – The three-tier fund structure is analogous to the current multi-layering exception in NI 81-102 – Transparent investment portfolio and accountability for portfolio management – National Instrument 81-102 Mutual Funds.


National Instrument 81-102 Mutual Funds, ss. 2.5(2)(b), 19.1.

April 12, 2011

IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO

(THE “JURISDICTION”)

AND



AND

IN THE MATTER OF INVESCO TRIMARK LTD.

(THE “FILER”)

AND

IN THE MATTER OF INVESCO INTACTIVE DIVERSIFIED INCOME PORTFOLIO CLASS, INVESCO INTACTIVE BALANCED INCOME PORTFOLIO CLASS,

INVESCO INTACTIVE BALANCED GROWTH PORTFOLIO CLASS, INVESCO INTACTIVE GROWTH

PORTFOLIO CLASS, AND INVESCO INTACTIVE MAXIMUM GROWTH PORTFOLIO CLASS (THE “INITIAL INTACTIVE TOP FUNDS”)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer on behalf of the Initial Intactive Top Funds and other Invesco Intactive mutual fund share classes of Invesco Corporate Class Inc. to be established by the Filer (together with the Initial Intactive Top Funds the “Intactive Top Funds”) for a decision under the securities legislation of the Jurisdiction of the principal regulator (the “Legislation”) exempting the Intactive Top Funds from the

restriction contained in section 2.5(2)(b) of National Instrument 81-102 – Mutual Funds (“NI 81-102”) that a fund not invest in another fund if the other fund holds more than 10% of the market value of its net assets in securities of other mutual funds (the “Exemption Sought”).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions:

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 upon in British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Newfoundland and Labrador, Prince Edward Island, Northwest Territories, Nunavut and Yukon (the “Other Jurisdictions”).

Interpretation

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

Representations

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

Facts

1. The head office of the Filer is located in Toronto, Ontario.

2. The Filer is or will be the manager of the Intactive Top Funds, the bottom funds in which the Intactive Top Funds invest will invest (each an “Intactive Bottom Fund” and collectively “Intactive Bottom Funds”) and the mutual funds subject to NI 81-102 in which Intactive Bottom Funds will invest (the “Underlying Funds”).

3. Each Intactive Top Fund will be a class of shares of Invesco Corporate Class Inc. The investment objectives of an Intactive Top Fund and the Intactive Bottom Fund in which it invests will be substantially the same, except that the Intactive Top Fund will seek to achieve its investment objective by investing substantially all of its assets in securities of the applicable Intactive Bottom Fund or, if necessary, investing in mutual funds that are identical to or substantially similar to those in which the Intactive Bottom Fund invests.

4. Neither the Filer nor the Initial Intactive Top Funds are in default of securities legislation in any jurisdiction of Canada.

5. Each Intactive Bottom Fund is or will be a fund-of-funds that mainly invests in a combination of:


April 15, 2011 (2011) 34 OSCB 4397

(a) Underlying Funds managed by the Filer;

(b) exchange traded funds that are or will be mutual funds whose securities trade on a stock exchange in Canada or the United States and which attempt to replicate the performance of various widely quoted securities indices (“Index ETFs”). As a result, each Index ETF will at the time of investment by the Intactive Bottom Fund in such Index EFT, meet the definition of an “index participation unit” under section 1.1 of NI 81-102;

(c) exchange traded funds that are or will be mutual funds whose securities trade on a stock exchange in Canada or the United States and which seek to replicate the performance of gold and/or silver on an unlevered basis or the value of a specified derivative the underlying interest of which is gold and/or silver on an unlevered basis (“Gold/Silver ETFs”);

(d) gold, certain permitted gold certificates and specified derivatives the underlying interest of which is gold on an unlevered basis (collectively “Gold”);

(e) silver, certain permitted silver certificates and specified derivatives the underlying interest of which is silver on an unlevered basis (collectively “Silver”); and

(f) cash, cash equivalents and money market funds (collectively, “Cash”).

6. On August 10, 2010, the Filer, on behalf of its existing mutual funds and mutual funds that it may in the future manage which are subject to NI 81-102 (collectively, “NI 81-102 Funds”), obtained relief from the restrictions contained in sections 2.3(f), 2.3(h), 2.5(2)(a), 2.5(2)(b) and 2.5(2)(c) of NI 81-102 to permit NI 81-102 Funds to invest up to 10% of their net assets, taken at market value at the time of the transaction, in Gold/Silver ETFs, Gold and/or Silver (“Gold/Silver Relief”).

7. An Intactive Top Fund’s investment in securities of its respective Intactive Bottom Fund will therefore result in multiple-tier fund structures. These multiple-tier fund structures with respect to investments by an Intactive Bottom Fund in:

(a) money market funds are permitted under section 2.5(4)(b)(i) of NI 81-102;

(b) Index ETFs are permitted under section 2.5(4)(b)(ii) of NI 81-102; and

(c) Underlying Funds and Gold/Silver ETFs are contrary to the multi-layering

restriction in section 2.5(2)(b) of NI 81-102.

8. A preliminary simplified prospectus and annual information form dated March 14, 2011 for the Initial Intactive Top Funds was filed in Ontario and the Other Jurisdictions under SEDAR project 1710650.

9. Invesco Intactive Diversified Income Portfolio, Invesco Intactive Balanced Income Portfolio, Invesco Intactive Balanced Growth Portfolio, Invesco Intactive Growth Portfolio and Invesco Intactive Maximum Growth Portfolio, the funds in which the Initial Intactive Top Funds will invest, are currently qualified for distribution in Ontario and the Other Jurisdictions pursuant to simplified prospectuses dated August 11, 2010.

10. Each of the Intactive Top Funds, Intactive Bottom Funds and Underlying Funds is or will be (a) an open-end mutual fund established under the laws of Ontario; (b) a reporting issuer under the securities laws of each of the provinces and territories of Canada; and (c) qualified for distribution in all provinces and territories of Canada.

11. An investment by an Intactive Top Fund in securities of an Intactive Bottom Fund will be made in accordance with the provisions of section 2.5 of NI 81-102, except for the requirement in section 2.5(2)(b).

12. An investment by Intactive Bottom Fund in securities of:

(a) money market funds will be made in accordance with the provisions of section 2.5 of NI 81-102;

(b) Index ETFs will be made in accordance with the provisions of section 2.5 of NI 81-102, except for the requirement in section 2.5(2)(e) from which the Filer has received exemptive relief on May 8, 2008 to pay arm’s length third party brokers brokerage commissions for executing trades in securities of Index ETFs (the “May 8, 2008 Relief”);

(c) Gold/Silver ETFs will be made in accordance with the provisions of the Gold/Silver Relief; and

(d) Underlying Funds will be made in accordance with the provisions of section 2.5 of NI 81-102, except for the requirement in section 2.5(2)(b).

Accordingly, there will be no duplication of fees between each tier of the multi-tier fund structure except as permitted under the May 8, 2008 Relief.


April 15, 2011 (2011) 34 OSCB 4398

13. The multi-tier fund structure that will result from an Intactive Top Fund’s investment in securities of an Intactive Bottom Fund will be akin to, and no more complex than, the multi-tier fund structure currently permitted under sections 2.5(4)(a) and 2.5(4)(b)(ii) of NI 81-102.

14. The simplified prospectuses of each Intactive Top Fund will disclose that it invests directly in securities of an Intactive Bottom Fund and that the Intactive Bottom Fund mainly invests directly in a combination of Underlying Funds, Index ETFs, Gold/Silver ETFs, Gold, Silver and/or Cash. It will therefore be clear to investors that accountability for portfolio management is at the level of the Intactive Bottom Fund. In addition, the Filer will comply with the requirements under National Instrument 81-106 Investment Fund Continuous Disclosure relating to top 25 positions disclosure in the Management Report of Fund Performance as if the applicable Intactive Top Fund were invested directly in the Underlying Funds and Gold/Silver ETFs. This will provide transparency to investors relating to the investment portfolio.

15. An investment by an Intactive Bottom Fund in the Underlying Funds, Index ETFs, Gold/Silver ETFs, Gold, Silver and/or Cash represents the business judgment of responsible persons uninfluenced by considerations other than the best interests of the Intactive Bottom Fund.

Decision

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

The decision of the principal regulator under the Legislation is that the Exemption Sought is granted to allow the Intactive Top Funds to invest in securities of Intactive Bottom Funds subject to compliance with all other requirements of section 2.5, except to the extent that discretionary relief has been granted from any such requirements.

“Darren McKall” Assistant Manager, Investment Funds Branch Ontario Securities Commission

2.2 Orders

2.2.1 Energy Syndications Inc. et al. – ss. 127(1), 127(5)



AND



DOUGLAS CHADDOCK

NOTICE OF HEARING Sections 127(7) & 127(8)

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

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

1. Douglas Chaddock (“Chaddock”) is an individual who resides in Ontario. He a director of Energy Syndications Inc. (“Energy”), Syndications Canada Inc. (“Syndications”) and Green Syndications Inc. (“Green”). Chaddock is not currently registered to trade in securities in Ontario;

2. Energy was incorporated pursuant to the laws of Ontario and has never been a reporting issuer in Ontario or registered to trade in securities in Ontario;

3. Syndications was incorporated pursuant to the laws of Canada with a registered office address in Ontario and has never been a reporting issuer in Ontario or registered to trade in securities in Ontario;

4. Green was incorporated pursuant to the laws of Canada with a registered office address in Ontario and has never been a reporting issuer in Ontario or registered to trade in securities in Ontario;

5. Land Syndications Inc. (“Land”) was incorporated pursuant to the laws of Ontario and has never been a reporting issuer in Ontario or registered to trade in securities in Ontario;

6. Energy, Green, Syndications, Land and Chaddock (collectively, the “Respondents”) appear to be trading securities without registration or an exemption to the registration requirements contrary to section 25 of the Securities Act, R.S.O. 1990, c. S.5, as amended (the “Act”);


April 15, 2011 (2011) 34 OSCB 4399

7. The Respondents appear to be trading in securities that would constitute a distribution without a prospectus or an exemption from the prospectus requirement contrary to section 53 of the Act;

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 Commission order made February 15, 2011 pursuant to section 3.5(3) of the Act each of Howard I. Wetston, James E. A. Turner, Kevin J. Kelly, James D. Carnwath, Mary G. Condon, Vern Krishna, Christopher Portner and Edward P. Kerwin, acting alone, is authorized to make orders under subsections 127(1) and 127(5) of the Act;

IT IS ORDERED pursuant to clause 2 of subsection 127(1) and subsection 127(5) of the Act that all trading in any securities of Energy, Syndications, Green and Land shall cease;

IT IS FURTHER ORDERED pursuant to clause 2 of subsection 127(1) and subsection 127(5) of the Act that all trading in any securities by Energy, Syndications, Green and Land or their agents or employees shall cease;

IT IS FURTHER ORDERED pursuant to clause 2 of subsection 127(1) and subsection 127(5) of the Act that all trading in any securities by Chaddock shall cease;

IT IS FURTHER ORDERED pursuant to clause 3 of subsection 127(1) and subsection 127(5) of the Act that the exemptions contained in Ontario securities law do not apply to Energy, Syndications, Green and Land or their agents or employees;

IT IS FURTHER ORDERED pursuant to clause 3 of subsection 127(1) and subsection 127(5) of the Act that the exemptions contained in Ontario securities law do not apply to Chaddock; and

IT IS FURTHER ORDERED pursuant to subsection 127(6) of the Act that 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 1st day of April, 2011

“James D. Carnwath”

2.2.2 American Heritage Stock Transfer Inc. et al. – ss. 127(1), 127(5)



AND



TEMPORARY ORDER Sections 127(1) and 127(5)

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

1. American Heritage Stock Transfer, Inc. (AHST Nevada”) is a Nevada corporation with its status presently listed as “revoked” and with a business address in Ontario;

2. American Heritage Stock Transfer Inc. (“AHST Ontario”) is an Ontario corporation;

3. BFM Industries Inc. (“BFM”) is an Ontario corporation registered to the home of McCarthy and Winick;

4. Denver Gardner Inc. (“Denver Gardner”) holds itself out to be an investment bank operating out of Singapore;

5. Nanotech Industries Inc. (“Nanotech”), is an inactive company incorporated in the State of Wyoming;

6. Sandy Winick (“Winick”) is an Ontario resident;

7. Andrea Lee McCarthy (“McCarthy”) is an Ontario resident and the sole Director of BFM;

8. Kolt Curry (“Curry”) is an Ontario resident and a Director, the Secretary and the Treasurer of AHST Nevada, and a Director of AHST Ontario;

9. Laura Mateyak (“Mateyak”) is an Ontario resident and the President, Secretary, Treasurer and General Manager of AHST Ontario;

10. Winick, McCarthy, Denver Gardner and BFM may be trading and distributing BFM’s securities from Ontario to investors outside of Canada;

11. Winick, McCarthy, Curry, Mateyakm, AHST Nevada, AHST Ontario may be committing acts in furtherance of the trading and distribution of


April 15, 2011 (2011) 34 OSCB 4400

Nanotech’s securities from Ontario to investors outside of Canada;

12. Prospectus receipts have not been issued for either BFM’s or Nanotech’s securities, contrary to s. 53 of the Securities Act, R.S.O., c. S.5, as amended (the “Act”);

13. None of Winick, McCarthy, Curry, Denver Gardner, Mateyak, AHST Nevada, AHST Ontario and BFM are registered to trade in securities or enjoy an applicable trading exemption, in breach of s. 25 of the Act;

14. Winick, McCarthy and BFM may be disposing of funds raised from their trading and distribution of BFM’s securities on personal expenses and not company business, contrary to s. 126.1 of the Act;

15. AHST Nevada, AHST Ontario, McCarthy, Winick, Mateyak and Curry may be attempting to engage in an “advance fee” scheme in relation to the shares of Nanotech; and,

16. Staff are continuing to investigate the conduct described above.

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 s. 127(5) of the Act;

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

IT IS ORDERED that pursuant to clause 2 of subsection 127(1) of the Act, that:

(a) trading in the securities of BFM shall cease;

(b) all trading by and in the securities of AHST Nevada shall cease;

(c) all trading by and in the securities of AHST Ontario shall cease;

(d) all trading by and in the securities of Denver Gardner shall cease;

(e) all trading by Winick shall cease;

(f) all trading by McCarthy shall cease;

(g) all trading by Curry shall cease; and,

(h) all trading by Mateyak shall cease.

IT IS FURTHER ORDERED that pursuant to clause 3 of subsection 127(1) of the Act, that any exemptions contained in Ontario securities law do not apply to any of the Respondents; and

IT IS FURTHER ORDERED that pursuant to subsection 127(6) of the Act, this Order shall take effect immediately and shall expire on the 15th day after its making unless extended by Order of the Commission.

DATED at Toronto this 1st day of April, 2011.



April 15, 2011 (2011) 34 OSCB 4401

2.2.3 Ameron Oil and Gas Ltd. et al. – ss. 127(7), 127(8)



AND

IN THE MATTER OF AMERON OIL AND GAS LTD., MX-IV LTD., GAYE KNOWLES, GIORGIO KNOWLES,

ANTHONY HOWORTH, VADIM TSATSKIN, MARK GRINSHPUN, ODED PASTERNAK,

AND ALLAN WALKER

ORDER(Subsections 127(7) and 127(8))

WHEREAS on April 6, 2010, the Ontario Securities Commission (the “Commission”) issued a temporary cease trade order pursuant to subsections 127(1) and 127(5) of the Securities Act, R.S.O. 1990, c. S.5, as amended (the “Act”) ordering: that all trading in the securities of MX-IV Ltd. (“MX-IV”) shall cease; that Ameron Oil and Gas Ltd. (“Ameron”), MX-IV and their representatives cease trading in all securities; and that any exemptions contained in Ontario securities law do not apply to Ameron and MX-IV (the “Temporary Order”);

AND WHEREAS on April 6, 2010, the Commission ordered that the Temporary Order shall expire on the 15th day after its making unless extended by order of the Commission;

AND WHEREAS on April 8, 2010, the Commission issued a Notice of Hearing to consider, among other things, the extension of the Temporary Order, to be held on April 20, 2010 at 2:00 p.m.;

AND WHEREAS on April 20, 2010, the Commission considered the evidence and submissions before it and the Commission was of the opinion that it was in the public interest to extend the Temporary Order to October 14, 2010 and to adjourn the hearing in this matter to October 13, 2010 at 10:00 a.m.;

AND WHEREAS on October 13, 2010, the Commission ordered that pursuant to subsections 127(7) and (8) of the Act, that the Temporary Order be extended to February 9, 2011 and that the hearing in this matter be adjourned to February 8, 2011 at 2:30 p.m.;

AND WHEREAS on December 13, 2010, Staff of the Commission (“Staff”) issued a Statement of Allegations (the “Allegations”) against Ameron, MX-IV, Gaye Knowles, Giorgio Knowles, Anthony Howorth (“Howorth”), Vadim Tsatskin (“Tsatskin”), Mark Grinshpun (“Grinshpun”), Oded Pasternak (“Pasternak”), and Allan Walker (“Walker”) (collectively, the “Respondents”);

AND WHEREAS on December 13, 2010, the Secretary of the Commission issued a Notice of Hearing,

pursuant to sections 37, 127 and 127.1 of the Act, to consider whether it is in the public interest to make certain orders against the Respondents by reason of the Allegations;

AND WHEREAS on December 20, 2010, the Commission ordered that the hearing be adjourned to February 8, 2011 at 2:30 p.m. for a confidential pre-hearing conference;

AND WHEREAS on February 8, 2011, Staff appeared and filed the Affidavit of Daniela De Chellis, sworn on January 27, 2011, evidencing service of the December 20, 2010 Order and notice of the hearing on the Respondents;

AND WHEREAS on February 8, 2011, none of the Respondents attended in person, but Staff advised the Commission that Cliff Lloyd (“Lloyd”), a lawyer licensed to practice law in the state of Massachusetts in the United States, had contacted Staff and advised that he had been retained as agent by Gaye Knowles, Giorgio Knowles and Howorth but would not be attending the hearing;

AND WHEREAS on February 8, 2011, the Commission was satisfied that Staff had served each of the Respondents with notice of the hearing;

AND WHEREAS on February 8, 2011, Staff made submissions to the Commission, including requesting that the matter be adjourned to March 10, 2011 at 12:00 p.m. for the purpose of conducting a confidential pre-hearing conference and that the Temporary Order be extended to March 11, 2011;

AND WHEREAS on February 8, 2011, Staff advised the Commission that Lloyd consented to the adjournment on behalf of Gaye Knowles, Giorgio Knowles and Howorth;

AND WHEREAS on February 8, 2011, Staff advised the Commission that Staff would contact the remaining Respondents to advise them of the March 10, 2011 pre-hearing conference, either directly or through their counsel, and that it would continue its efforts to determine the current representatives of Ameron and MX-IV;

AND WHEREAS on February 8, 2011, the Commission considered the evidence and submissions before it and the Commission was of the opinion that: in the absence of a continuing cease-trade order, the length of time required to conclude a hearing could be prejudicial to the public interest; and, it was in the public interest to extend the Temporary Order;

AND WHEREAS the Commission ordered that the Temporary Order be extended to March 11, 2011 and the hearing in this matter be adjourned to March 10, 2011 at 12:00 p.m.;

AND WHEREAS on March 10, 2011, a hearing was held before the Commission and Staff and Lloyd


April 15, 2011 (2011) 34 OSCB 4402

appeared before the Commission and Ameron and MX-IV did not appear before the Commission to oppose Staff’s request for the extension of the Temporary Order;

AND WHEREAS the Panel was satisfied that reasonable efforts were made by Staff to serve Gaye Knowles, Giorgio Knowles, Howorth, Tsatskin, Grinshpun, Pasternak and Walker with notice of the hearing;

AND WHEREAS Staff advised the Panel that it had undertaken efforts to determine the appropriate means to serve Ameron and MX-IV and that it would continue those efforts by, inter alia, contacting the appropriate authorities in the Bahamas to determine the current status of Ameron;

AND WHEREAS on March 10, 2011, the Commission considered the evidence and submissions before it and the Commission was of the opinion that: in the absence of a continuing cease-trade order, the length of time required to conclude a hearing could be prejudicial to the public interest; and, it was in the public interest to extend the Temporary Order;

AND WHEREAS on March 10, 2011, the Commission ordered that the Temporary Order be extended to the conclusion of the hearing on the merits in this matter;

AND WHEREAS by Notice of Motion dated March 8, 2011, Staff brought a motion before the Commission to add Gaye Knowles, Giorgio Knowles, Howorth, Tsatskin, Grinshpun, Pasternak and Walker (collectively, the “Individual Respondents”) to the Temporary Order;

AND WHEREAS on March 22, 2011, the Commission held a hearing to consider Staff’s motion;

AND WHEREAS on March 22, 2011, the Commission considered the evidence and submissions before it and the Commission was of the opinion that it was in the public interest to add the Individual Respondents to the Temporary Order:

AND WHEREAS on March 22, 2011, the Commission ordered that:

• pursuant to clause 2 of subsection 127(1) of the Act, Gaye Knowles, Giorgio Knowles, Howorth, Tsatskin, Grinshpun, Pasternak and Walker shall cease trading in all securities;

• pursuant to clause 3 of subsection 127(1) of the Act, any exemptions contained in Ontario securities law do not apply to Gaye Knowles, Giorgio Knowles, Howorth, Tsatskin, Grinshpun, Pasternak and Walker;

• the Temporary Order in respect of the Individual Respondents shall take effect immediately and shall expire on the

fifteenth day after its making unless extended by the Commission;

• for clarity, the Temporary Order in respect of Ameron and MX-IV Ltd. is extended to the conclusion of the hearing on the merits; and

• the hearing in this matter be adjourned to April 4th, 2011 at 11:00 a.m. or on such other date or time as provided by the Secretary’s Office and agreed to by the parties.

AND WHEREAS on April 4, 2011, Staff and Howorth attended before the Commission to make submissions and no other Respondents attended;

AND WHEREAS Staff advised the Panel that it had contacted the appropriate authorities in the Bahamas to determine the current status of Ameron and had served notice of the hearing on the registered agent for Ameron as listed on the corporate documents provided by the authorities in the Bahamas;

AND WHEREAS the Commission is satisfied that Staff has taken reasonable efforts to serve the Respondents with notice of the hearing;

AND WHEREAS Howorth brought a motion to oppose the extension of the Temporary Order;

AND WHEREAS the motion raises the question of the obligations of a director of a company;

AND WHEREAS Staff submitted that the public interest requires a director to, at least, monitor the activities of a company, and this is so even if there is no evidence that the director authorized, permitted or acquiesced in an act of non-compliance with Ontario securities law under section 129.2 of the Act;

AND WHEREAS Howorth submitted that he did not authorize, permit or acquiesce in an act of non-compliance with Ontario securities law and should not be the subject of the Temporary Order, but did not provide any evidence regarding this;

AND WHEREAS the Commission considered the evidence from Staff and the submissions provided by the parties;

AND WHEREAS the Panel found that Staff should be permitted to pursue the section 129.2 argument against Howorth and the other named Respondents in the hearing on the merits with a complete evidentiary foundation;

IT IS ORDERED that the Temporary Order in respect of the Individual Respondents, Ameron and MX-IV Ltd. is extended to the conclusion of the hearing on the merits in this matter.




April 15, 2011 (2011) 34 OSCB 4403

2.2.4 Anthony Ianno and Saverio Manzo



AND

IN THE MATTER OF ANTHONY IANNO AND SAVERIO MANZO

ORDER

WHEREAS on March 8, 2010 a Notice of Hearing and Statement of Allegations were issued against Anthony Ianno (“Ianno”) and Saverio Manzo (“Manzo”) (the “Proceeding”);

AND WHEREAS on April 7, 2011, Staff of the Commission (“Staff”) brought a motion seeking the direction of the Ontario Securities Commission (the “Commission”) authorizing Staff’s application to the Ontario Superior Court of Justice for an Order appointing a person to take the evidence outside of Ontario of David Charles Parkinson (“Parkinson”);

AND WHEREAS Parkinson has relevant evidence to provide at the hearing of the Proceedings;

AND WHEREAS the respondents did not oppose Staff’s motion and the motion was dealt with in writing pursuant to Rules 3.3 and 11 of the Commission’s Rules of Procedure;

IT IS HEREBY ORDERED THAT Staff may make an application to the Ontario Superior Court of Justice for an Order pursuant to section 152 of the Securities ActR.S.O. 1990, c. S.5, as amended:

(a) appointing the members of the Hearing Panel in this matter as Commissioners (the “Commissioners”) to take the evidence outside of Ontario of David Charles Parkinson (“Parkinson”) for use in this Proceeding before the Commission;

(b) providing for the issuance of a letter of request directed to the judicial authorities of the Supreme Court of British Columbia (the “BC Court”) requesting the issuance of such process as is necessary to compel Parkinson to attend before the Commissioners to give testimony under oath or otherwise and to produce documents and things relevant to the subject matter of this proceeding;

(c) providing that the examination of Parkinson (the “Examination”) shall take place in the offices of the British Columbia Securities Commission (the “BCSC Offices”) located in Vancouver

during the week of September 6, 2011 or at such other time no later than September 28, 2011 as may be ordered by the BC Court or agreed upon in writing by Parkinson , Staff, Ianno and Manzo; and

(d) prescribing that the procedural and evidentiary rules of Ontario will apply to the Examinations to the extent permissible by the laws of British Columbia;

(e) providing that the Examination shall be conducted before the Commissioners via video and audio link between the BCSC Offices and the Commission’s hearing room in this matter located in Toronto so that the Commissioners are able to observe and participate in the Examination and make any required evidentiary rulings.

Dated at Toronto this 8th day of April, 2011.

“Edward Kerwin”

“Paulette Kennedy”


April 15, 2011 (2011) 34 OSCB 4404

2.2.5 First Choice Products Inc. – s. 144

Headnote

Section 144 – full revocation of cease trade order upon remedying of defaults.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127, 144.


R.S.O. 1990, CHAPTER S.5, AS AMENDED (THE ACT)

AND

IN THE MATTER OF FIRST CHOICE PRODUCTS INC.

(THE REPORTING ISSUER)

ORDER(Section 144)

Background

On March 7, 2011, the Director made an order under paragraph 2 of subsection 127(1) of the Act (the Cease Trade Order) that all trading in securities of the Reporting Issuer, whether direct or indirect, shall cease until further order by the Director.

The Order was made because the Reporting Issuer was in default of certain filing requirements under Ontario securities law as described in the Cease Trade Order.

The Reporting Issuer has applied to the Ontario Securities Commission under section 144 of the Act for a revocation of the Cease Trade Order.

Representations

This order is based on the following facts represented by the Reporting Issuer:

1. The Reporting Issuer is a reporting issuer under the securities legislation of the provinces of Ontario, Alberta and British Columbia.

2. The Reporting Issuer has filed all outstanding continuous disclosure documents that are required to be filed under Ontario securities law.

3. The Reporting Issuer has paid all outstanding activity, participation and late filing fees that are required to be paid.

4. The Reporting Issuer was also subject to similar cease trade orders issued by the British Columbia Securities Commission (BCSC) as a result of the failure to make the filings described in the Cease

Trade Order. The order issued by the BCSC was revoked on April 5, 2011.

5. The Reporting Issuer’s SEDAR profile and SEDI issuer profile supplement are current and accurate.

Order

The Director is of the opinion that it would not be prejudicial to the public interest to revoke the Cease Trade Order.

It is ordered under section 144 of the Act that the Cease Trade Order is revoked.

Dated: April 12th, 2011

“Lisa Enright” Manager, Corporate Finance


April 15, 2011 (2011) 34 OSCB 4405

2.2.6 Paul Azeff et al.



AND

IN THE MATTER OF PAUL AZEFF, KORIN BOBROW,

MITCHELL FINKELSTEIN, HOWARD JEFFREY MILLER AND

MAN KIN CHENG (a.k.a. FRANCIS CHENG)

CONFIDENTIALITY ORDER AND ADJOURNMENT ORDER

Staff of the Commission’s confidentiality request made pursuant to subsection 9(1)(b) of the Statutory Powers Procedure Act, R.S.O. 1990, c. S.22 and Rule 5.2 of the Commission’s Rules of Procedure (2010), 33 O.S.C.B. 8017, with respect to Tabs “Y”, “AA” and “BB” of the Respondents’ Motion Record and Tab 1 of Staff’s Supplementary Responding Motion Record, is granted.

IT IS ORDERED THAT:

1. Tabs “Y”, “AA” and “BB” of the Respondents’ Motion Record and Tab 1 of Staff’s Supplementary Responding Motion Record, which contain non-public documents (the “Confidential Information”), shall be subject to the terms of this Order.

2. Except as expressly provided in this Order, otherwise agreed in writing by the parties, or as expressly provided for in a further Order of the Commission, the parties, and their respective counsel (including students-at-law, paralegals and/or necessary clerical personnel employed by them) (the “Authorized Recipients”) shall maintain the Confidential Information in strict confidence and shall not:

A. reveal or permit access to the Confidential Information to any person other than the Authorized Recipients (as defined); or

B. reproduce, release, disclose or use any of the Confidential Information in any manner, including on any website or in any other litigation, press release or any other vehicle for the public dissemination of information, other than for presentation to the Commission in this proceeding.

3. The parties shall redact any parts of their memorandum of fact and law that refer to the Confidential Information and shall file with the Office of the Secretary the redacted copies which shall form part of the public record.

Treatment of Confidential Information upon Conclusion of the Hearing

4. Upon final resolution of the Hearing (including the expiry of all rights of further review or appeal), all Confidential Information not otherwise made public through the Hearing process, as described above, including copies or any records thereof, shall be destroyed by the parties and their respective legal counsel.

5. The resolution of the Hearing shall not relieve any person to whom Confidential Information is disclosed pursuant to this Order from the obligation of maintaining the confidentiality of all Confidential Information not otherwise made public through the Hearing process, as described above, in compliance with this Order. For greater certainty, the provisions of this Order shall continue after the final disposition of this proceeding and the Commission shall retain jurisdiction to deal with any issues relating to this Order, including, without limitation, the enforcement thereof.

Amendments to Order

6. A party or the Commission on its own motion may, on notice to all other parties, seek an order of the Commission modifying this Order or seek directions as to the meaning or application of this Order.

Implied and Deemed Undertaking

7. This Order does not affect or derogate from any undertaking which may be implied at law or imposed by statute or rule restricting the use which a person may make of evidence or information obtained in the course of this proceeding.

Effective Date

8. This Order shall be in effect and fully operative commencing from the date of issuance and shall remain in effect until further order of the Commission.

IT IS FURTHER ORDERED THAT theRespondents’ disclosure motion and the hearing in this matter is adjourned to a pre-hearing conference, the date of which shall be agreed to by the parties and provided to the Secretary’s Office.



“Christopher Portner”


April 15, 2011 (2011) 34 OSCB 4406

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April 15, 2011 (2011) 34 OSCB 4407

Chapter 4

Cease Trading Orders

4.1.1 Temporary, Permanent & Rescinding Issuer Cease Trading Orders

Company Name Date of Temporary

Order

Date of Hearing

Date of Permanent

Order

Date of Lapse/Revoke

LAB Research Inc. 08 Apr 11 20 Apr 11

Global Biotech Corp. 12 Apr 11 25 Apr 11

Fortress Energy Inc. 13 Apr 11 25 Apr 11

4.2.1 Temporary, Permanent & Rescinding Management Cease Trading Orders

Company Name Date of Order or

Temporary Order

Date of Hearing

Date of Permanent

Order

Date of Lapse/ Expire

Date of Issuer

Temporary Order

THERE ARE NO ITEMS FOR THIS WEEK.

4.2.2 Outstanding Management & Insider Cease Trading Orders

Company Name Date of Order or

Temporary Order

Date of Hearing

Date of Permanent

Order

Date of Lapse/ Expire

Date of Issuer Temporary

Order

Genesis Worldwide Inc. 04 Apr 11 15 Apr 11

Cease Trading Orders

April 15, 2011 (2011) 34 OSCB 4408


April 15, 2011 (2011) 34 OSCB 4409

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.

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4410

Issuer Name Security Insider Name Rel'n Transaction Date

T/O Unit Price

Date/Month End Holdings

Acquired/ Disposed

20-20 Technologies Inc. Common Shares Skoczkowski, Lucas Atanazy

4 15/03/2011 00


4 07/04/2011 10 3.2 500 500


4 07/04/2011 10 3.2 600 100

Absolute Software Corporation

Common Shares Absolute Software Corporation

1 04/03/2011 10 3.7095 6,296,620 13,170



1 07/03/2011 10 3.6936 6,304,220 7,600



1 08/03/2011 10 3.6936 6,317,320 13,100



1 09/03/2011 10 3.6866 6,320,320 3,000



1 10/03/2011 10 3.7232 6,444,320 124,000



1 11/03/2011 10 3.6019 6,445,320 1,000



1 14/03/2011 10 3.66 6,455,320 10,000



1 15/03/2011 10 3.62 6,468,420 13,100



1 16/03/2011 10 3.5887 6,477,920 9,500



1 17/03/2011 10 3.59 6,491,020 13,100



1 18/03/2011 10 3.5085 6,499,520 8,500



1 21/03/2011 10 3.5376 6,512,620 13,100



1 22/03/2011 10 3.6572 6,525,720 13,100



1 23/03/2011 10 3.5 6,538,820 13,100



1 24/03/2011 10 3.4685 6,551,920 13,100



1 25/03/2011 10 3.4775 3,100



1 25/03/2011 10 3.4775 6,565,020 13,100



1 28/03/2011 10 3.44 6,578,120 13,100



1 29/03/2011 10 3.35 6,591,220 13,100



1 30/03/2011 10 3.3 6,604,320 13,100



1 31/03/2011 10 3.28 6,617,420 13,100

Acadian Energy Inc. (formerly York Ridge Lifetech Inc.)

Common Shares Lawrence, Mark Andrew 4 04/04/2011 48 - Acquisition

by inheritance

ordisposition

by bequest

1 145,000 1,250

Accord Financial Corp. Common Shares Accord Financial Corp. 1 14/03/2011 38 8 500 500 Accord Financial Corp. Common Shares Accord Financial Corp. 1 21/03/2011 38 8 1,500 1,000 Accord Financial Corp. Common Shares Accord Financial Corp. 1 23/03/2011 38 8 2,500 1,000 Accord Financial Corp. Common Shares Accord Financial Corp. 1 24/03/2011 38 8 3,500 1,000 Accord Financial Corp. Common Shares Accord Financial Corp. 1 25/03/2011 38 7.99 24,500 21,000 Accord Financial Corp. Common Shares Accord Financial Corp. 1 28/03/2011 38 7.99 25,500 1,000 Accord Financial Corp. Common Shares Accord Financial Corp. 1 05/04/2011 38 0 -25,500 ACTIVEnergy Income Fund Trust Units Activenergy Income Fund 1 01/04/2011 38 9.3 20,901,504 600

ACTIVEnergy Income Fund Trust Units Activenergy Income Fund 1 04/04/2011 38 9.35 20,902,804 1,300

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4411


T/O Unit Price


Acquired/ Disposed


ACTIVEnergy Income Fund Trust Units Activenergy Income Fund 1 05/04/2011 38 9.35 20,905,204 400




Adherex Technologies Inc. Common Shares Andrade, Robert Christopher

4 31/03/2011 57 1,480,100 700,000

Adherex Technologies Inc. Options Andrade, Robert Christopher

4 31/03/2011 57 18,193,939 700,000

Adherex Technologies Inc. Common Shares Raykov, Rostislav Christov 4, 5 31/03/2011 57 2,200,000 1,200,000

Adherex Technologies Inc. Options Raykov, Rostislav Christov 4, 5 31/03/2011 57 18,693,939 1,200,000

Adherex Technologies Inc. Common Shares Spector, Thomas 5 31/03/2011 57 600,002 600,000 Adherex Technologies Inc. Options Spector, Thomas 5 31/03/2011 57 18,093,937 600,000 Aecon Group Inc. Common Shares Aecon Group Inc. 1 21/03/2011 00 Aecon Group Inc. Common Shares Aecon Group Inc. 1 21/03/2011 38 9.98 5,400 5,400 Aecon Group Inc. Common Shares Aecon Group Inc. 1 21/03/2011 38 9.99 16,800 11,400 Aecon Group Inc. Common Shares Aecon Group Inc. 1 21/03/2011 38 0 -16,800 Aecon Group Inc. Common Shares Aecon Group Inc. 1 22/03/2011 38 9.99 28,400 28,400 Aecon Group Inc. Common Shares Aecon Group Inc. 1 22/03/2011 38 0 -28,400 Aecon Group Inc. Common Shares Aecon Group Inc. 1 23/03/2011 38 9.99 8,600 8,600 Aecon Group Inc. Common Shares Aecon Group Inc. 1 23/03/2011 38 0 -8,600 Aecon Group Inc. Common Shares Aecon Group Inc. 1 24/03/2011 38 9.99 50,000 50,000 Aecon Group Inc. Common Shares Aecon Group Inc. 1 24/03/2011 38 0 -50,000 Aecon Group Inc. Common Shares Aecon Group Inc. 1 28/03/2011 38 9.88 700 700 Aecon Group Inc. Common Shares Aecon Group Inc. 1 28/03/2011 38 9.89 7,500 6,800 Aecon Group Inc. Common Shares Aecon Group Inc. 1 28/03/2011 38 0 -7,500 Aecon Group Inc. Common Shares Aecon Group Inc. 1 29/03/2011 38 9.9 1,900 1,900 Aecon Group Inc. Common Shares Aecon Group Inc. 1 29/03/2011 38 9.89 2,500 600 Aecon Group Inc. Common Shares Aecon Group Inc. 1 29/03/2011 38 9.885 4,400 1,900 Aecon Group Inc. Common Shares Aecon Group Inc. 1 29/03/2011 38 9.882 4,900 500 Aecon Group Inc. Common Shares Aecon Group Inc. 1 29/03/2011 38 9.895 5,100 200 Aecon Group Inc. Common Shares Aecon Group Inc. 1 29/03/2011 38 9.894 5,900 800 Aecon Group Inc. Common Shares Aecon Group Inc. 1 29/03/2011 38 0 -5,900 Aecon Group Inc. Common Shares Aecon Group Inc. 1 31/03/2011 38 9.9 11,300 11,300 Aecon Group Inc. Common Shares Aecon Group Inc. 1 31/03/2011 38 9.89 11,600 300 Aecon Group Inc. Common Shares Aecon Group Inc. 1 31/03/2011 38 9.93 13,900 2,300 Aecon Group Inc. Common Shares Aecon Group Inc. 1 31/03/2011 38 9.95 40,800 26,900 Aecon Group Inc. Common Shares Aecon Group Inc. 1 31/03/2011 38 9.96 53,300 12,500 Aecon Group Inc. Common Shares Aecon Group Inc. 1 31/03/2011 38 9.965 69,500 16,200 Aecon Group Inc. Common Shares Aecon Group Inc. 1 31/03/2011 38 9.962 71,600 2,100 Aecon Group Inc. Common Shares Aecon Group Inc. 1 31/03/2011 38 9.955 73,800 2,200 Aecon Group Inc. Common Shares Aecon Group Inc. 1 31/03/2011 38 9.94 75,000 1,200 Aecon Group Inc. Common Shares Aecon Group Inc. 1 31/03/2011 38 0 -75,000 Aecon Group Inc. Common Shares Beck, John Michael 4, 5 07/04/2011 30 9.81 294,726 2,224 Aecon Group Inc. Common Shares Kelly, Gerard Anthony 5 31/03/2011 30 18,897 1,755 Aecon Group Inc. Common Shares Koenderman, Paul 5 07/04/2011 30 9.81 160,441 1,110 Aecon Group Inc. Common Shares McKibbon, Terrance Lloyd 5 07/04/2011 30 9.81 18,878 2,439

Aecon Group Inc. Common Shares Nackan, Steven Neil 5 07/04/2011 30 9.81 10,788 6 Aecon Group Inc. Common Shares Pastirik, Paul Douglas 5 07/04/2011 30 9.81 16,849 595 Aecon Group Inc. Common Shares Patten, James Mitchell 5 07/04/2011 30 9.81 14,381 792 Afexa Life Sciences Inc. Common Shares Afexa Life Sciences Inc. 1 01/03/2011 38 0.52 81,426 14,000 Afexa Life Sciences Inc. Common Shares Afexa Life Sciences Inc. 1 01/03/2011 38 14,000 -67,426 Afexa Life Sciences Inc. Common Shares Afexa Life Sciences Inc. 1 02/03/2011 38 0.51 15,500 1,500 Afexa Life Sciences Inc. Common Shares Afexa Life Sciences Inc. 1 03/03/2011 38 0.52 26,500 11,000 Afexa Life Sciences Inc. Common Shares Afexa Life Sciences Inc. 1 04/03/2011 38 0.52 40,600 14,100 Afexa Life Sciences Inc. Common Shares Afexa Life Sciences Inc. 1 07/03/2011 38 0.5 54,600 14,000 Afexa Life Sciences Inc. Common Shares Afexa Life Sciences Inc. 1 08/03/2011 38 0.54 68,726 14,126 Afexa Life Sciences Inc. Common Shares Afexa Life Sciences Inc. 1 09/03/2011 38 0.56 82,852 14,126 Afexa Life Sciences Inc. Common Shares Afexa Life Sciences Inc. 1 10/03/2011 38 0.5491 96,978 14,126 Afexa Life Sciences Inc. Common Shares Afexa Life Sciences Inc. 1 14/03/2011 38 0.52 100,478 3,500 Afexa Life Sciences Inc. Common Shares Afexa Life Sciences Inc. 1 15/03/2011 38 0.51 114,578 14,100 Afexa Life Sciences Inc. Common Shares Afexa Life Sciences Inc. 1 16/03/2011 38 0.51 128,678 14,100 Afexa Life Sciences Inc. Common Shares Afexa Life Sciences Inc. 1 18/03/2011 38 0.51 142,678 14,000 Afexa Life Sciences Inc. Common Shares Afexa Life Sciences Inc. 1 21/03/2011 38 0.52 153,278 10,600 Afexa Life Sciences Inc. Common Shares Afexa Life Sciences Inc. 1 22/03/2011 38 0.53 167,378 14,100 Afexa Life Sciences Inc. Common Shares Afexa Life Sciences Inc. 1 24/03/2011 38 0.5 707,378 540,000

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4412


T/O Unit Price


Acquired/ Disposed

Afexa Life Sciences Inc. Common Shares Afexa Life Sciences Inc. 1 25/03/2011 38 0 -707,378 Afexa Life Sciences Inc. Rights Deferred Share

Unit Plan Bilyea, Maurice Edward 4 31/03/2011 56 0.53 143,374 18,868

Afexa Life Sciences Inc. Rights Deferred Share Unit Plan

Church, Robert Bertram 4 31/03/2011 56 0.53 49,822 4,717

Afexa Life Sciences Inc. Common Shares Cleiren, Allan John 5 06/01/2011 30 0.5 19,213 Afexa Life Sciences Inc. Common Shares Cleiren, Allan John 5 06/01/2011 30 0.5 8,270 Afexa Life Sciences Inc. Common Shares Cleiren, Allan John 5 06/01/2011 30 0.5 7,023 Afexa Life Sciences Inc. Common Shares Cleiren, Allan John 5 06/01/2011 30 0.53 37,966 7,023 Afexa Life Sciences Inc. Common Shares Cleiren, Allan John 5 31/03/2011 30 0.51 45,518 7,552 Afexa Life Sciences Inc. Rights Deferred Share

Unit Plan Gilpin, John Douglas 4 31/03/2011 56 0.53 103,782 15,330

Afexa Life Sciences Inc. Common Shares Ling, Lei 5 06/01/2011 30 0.5 6,522 Afexa Life Sciences Inc. Common Shares Ling, Lei 5 06/01/2011 30 0.5 2,380 Afexa Life Sciences Inc. Common Shares Ling, Lei 5 06/01/2011 30 0.53 36,185 2,380 Afexa Life Sciences Inc. Common Shares Ling, Lei 5 31/03/2011 30 0.51 38,743 2,558 Afexa Life Sciences Inc. Common Shares Michaels, Gary Warren 5 06/01/2011 30 0.5 5,657 Afexa Life Sciences Inc. Common Shares Michaels, Gary Warren 5 06/01/2011 30 0.5 2,380 Afexa Life Sciences Inc. Common Shares Michaels, Gary Warren 5 06/01/2011 30 0.53 11,235 2,380 Afexa Life Sciences Inc. Common Shares Michaels, Gary Warren 5 31/03/2011 30 0.51 13,793 2,558 Afexa Life Sciences Inc. Common Shares Moffatt, John Douglas

(Jack) 4 06/01/2011 30 0.5 22,772

Afexa Life Sciences Inc. Common Shares Moffatt, John Douglas (Jack)

4 06/01/2011 30 0.5 9,640


4 06/01/2011 30 0.5 8,194


4 06/01/2011 30 0.53 171,325 8,194


4 31/03/2011 30 0.51 180,095 8,770

Afexa Life Sciences Inc. Common Shares Obert, Michael David 5 06/01/2011 30 0.5 4,487 Afexa Life Sciences Inc. Common Shares Obert, Michael David 5 06/01/2011 30 0.53 11,491 4,487 Afexa Life Sciences Inc. Common Shares Obert, Michael David 5 31/03/2011 30 0.51 16,314 4,823 Afexa Life Sciences Inc. Rights deferred share unit

planRogers, John A. 4 31/03/2011 56 0.53 106,993 20,047

Afexa Life Sciences Inc. Common Shares Shan, Jacqueline Jie 4, 5 06/01/2011 30 0.5 14,374 Afexa Life Sciences Inc. Common Shares Shan, Jacqueline Jie 4, 5 06/01/2011 30 0.5 5,238 Afexa Life Sciences Inc. Common Shares Shan, Jacqueline Jie 4, 5 06/01/2011 30 0.53 6,105,919 5,238 Afexa Life Sciences Inc. Common Shares Shan, Jacqueline Jie 4, 5 31/03/2011 30 0.51 6,111,546 5,627 Afexa Life Sciences Inc. Common Shares Sutherland, Sharla Kae 5 06/01/2011 30 0.5 6,213 Afexa Life Sciences Inc. Common Shares Sutherland, Sharla Kae 5 06/01/2011 30 0.5 2,301 Afexa Life Sciences Inc. Common Shares Sutherland, Sharla Kae 5 06/01/2011 30 0.53 5,803 2,301 Afexa Life Sciences Inc. Common Shares Sutherland, Sharla Kae 5 31/03/2011 30 0.51 8,288 2,485 Afexa Life Sciences Inc. Common Shares Tulloch, Jane Hill 5 06/01/2011 30 0.5 5,180 Afexa Life Sciences Inc. Common Shares Tulloch, Jane Hill 5 06/01/2011 30 0.5 1,890 Afexa Life Sciences Inc. Common Shares Tulloch, Jane Hill 5 06/01/2011 30 0.53 20,545 1,890 Afexa Life Sciences Inc. Common Shares Tulloch, Jane Hill 5 31/03/2011 30 0.51 22,577 2,032 Afexa Life Sciences Inc. Common Shares Wallace, Steve 5 06/01/2011 30 0.5 6,143 Afexa Life Sciences Inc. Common Shares Wallace, Steve 5 06/01/2011 30 0.5 2,243 Afexa Life Sciences Inc. Common Shares Wallace, Steve 5 06/01/2011 30 0.53 5,745 2,243 Afexa Life Sciences Inc. Common Shares Wallace, Steve 5 31/03/2011 30 0.51 8,157 2,412 Afexa Life Sciences Inc. Rights Deferred Share

Unit Plan Weyant, David Thomas 4 31/03/2011 56 0.53 145,931 4,717

Afexa Life Sciences Inc. Rights deferred share unit plan

White, William Baxter 4 31/03/2011 56 0.53 24,744 4,717

African Gold Group, Inc. Common Shares Pinetree Capital Ltd. 3 21/01/2011 10 0.8 -12,500 African Gold Group, Inc. Common Shares Pinetree Capital Ltd. 3 21/01/2011 10 0.8 -58,500 African Gold Group, Inc. Common Shares Pinetree Capital Ltd. 3 21/01/2011 10 0.8 14,630,000 -72,500 AGF Management Limited Common Shares Class B Bogart, Robert 5 07/02/2011 50 19.03 40,000

AGF Management Limited Common Shares Class B Bogart, Robert 5 07/02/2011 50 19.03 40,000

AGF Management Limited Common Shares Class B Bogart, Robert 5 31/03/2011 10 19.67 15,000 5,000

AGF Management Limited Common Shares Class B Bogart, Robert 5 31/03/2011 10 19.65 16,125 1,125

AGF Management Limited Options Stock Option Plan

Hubbes, Martin 5 31/03/2011 51 17.12 556,855 -20,000

Agrium Inc. Rights Deferred Share Units

Girling, Russell 4 31/03/2011 56 17,125 316


Henry, Susan A. 4 31/03/2011 56 48,463 322


Lesar, David John 4 31/03/2011 56 2,570 327

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4413


T/O Unit Price


Acquired/ Disposed


Lowe, John Edward 4 31/03/2011 56 2,636 327


McLellan, A. Anne 4 31/03/2011 56 12,837 65

Agrium Inc. Options Mittag, Andrew K. 5 06/04/2011 51 39.73 39,514 -4,000 Agrium Inc. Rights SARs Mittag, Andrew K. 5 06/04/2011 56 39.73 4,000 4,000 Agrium Inc. Rights SARs Mittag, Andrew K. 5 06/04/2011 57 95.67 0 -4,000 Agrium Inc. Rights Deferred Share

Units Pannell, Derek George 4 31/03/2011 56 8,816 334


Zaleschuk, Victor Jack 4 31/03/2011 56 25,892 376

Air Canada Deferred Share Units Huot, Jean Marc 4 01/04/2011 56 2.44 79,675 6,916 Air Canada Deferred Share Units Johnson, Pierre Marc 4 01/04/2011 56 2.44 11,032 2,305 Air Canada Deferred Share Units Porter, Arthur T., MD 4 01/04/2011 56 2.44 20,506 7,684 Air Canada Deferred Share Units Romanow, Roy 4 09/02/2010 00 Air Canada Deferred Share Units Romanow, Roy 4 01/04/2011 56 2.44 4,611 4,611 Air Canada Deferred Share Units Sorensen, Vagn 4 01/04/2011 56 2.44 23,288 9,221 Akela Pharma Inc. Common Shares Emmelot, Rudy 5 04/04/2011 10 0.1655 145,147 500 Akela Pharma Inc. Common Shares Emmelot, Rudy 5 06/04/2011 10 0.167 145,647 500 Akela Pharma Inc. Common Shares Emmelot, Rudy 5 06/04/2011 10 0.1566 146,647 1,000 Akela Pharma Inc. Common Shares Emmelot, Rudy 5 07/04/2011 10 0.1566 1,000 Akela Pharma Inc. Common Shares Emmelot, Rudy 5 07/04/2011 10 0.1669 147,647 1,000 Akela Pharma Inc. Common Shares Emmelot, Rudy 5 07/04/2011 10 0.167 148,647 1,000 Akela Pharma Inc. Warrants Ingalls & Snyder, LLC 3 27/03/2011 55 -1,780,000 -1,780,000 Alacer Gold Corp. Common Shares Dowling, Edward Camp 4, 5 18/03/2011 38 210,500 120,000 Alacer Gold Corp. Common Shares Dowling, Edward Camp 4, 5 30/03/2011 51 2 543,833 333,333 Alacer Gold Corp. Common Shares Dowling, Edward Camp 4, 5 30/03/2011 51 4.65 1,543,833 1,000,000 Alacer Gold Corp. Common Shares Dowling, Edward Camp 4, 5 30/03/2011 10 8.8723 1,458,833 -85,000 Alacer Gold Corp. Common Shares Dowling, Edward Camp 4, 5 31/03/2011 10 9.21 1,258,833 -200,000 Alacer Gold Corp. Common Shares Dowling, Edward Camp 4, 5 01/04/2011 10 9.1644 658,833 -600,000 Alacer Gold Corp. Common Shares Dowling, Edward Camp 4, 5 04/04/2011 10 9.3898 458,833 -200,000 Alacer Gold Corp. Common Shares Dowling, Edward Camp 4, 5 05/04/2011 10 9.75 258,833 -200,000 Alacer Gold Corp. Options Dowling, Edward Camp 4, 5 30/03/2011 51 2 1,166,667 -333,333 Alacer Gold Corp. Options Dowling, Edward Camp 4, 5 30/03/2011 51 4.65 166,667 -1,000,000 Alacer Gold Corp. RSU Dowling, Edward Camp 4, 5 23/02/2011 56 480,400 120,400 Alacer Gold Corp. RSU Dowling, Edward Camp 4, 5 18/03/2011 38 360,400 -120,000 Alacer Gold Corp. Common Shares Graff, Richard P 4 24/07/2008 00 Alacer Gold Corp. Common Shares Graff, Richard P 4 07/04/2011 51 2 78,655 78,655 Alacer Gold Corp. Options Graff, Richard P 4 07/04/2011 51 2 150,000 -100,000 Alacer Gold Corp. Common Shares Maestas, Lisa 5 18/03/2011 38 19,061 4,000 Alacer Gold Corp. Common Shares Maestas, Lisa 5 30/03/2011 10 8.9035 4,000 -15,061 Alacer Gold Corp. RSU Maestas, Lisa 5 23/02/2011 56 15,300 3,300 Alacer Gold Corp. RSU Maestas, Lisa 5 18/03/2011 38 11,300 -4,000 Alacer Gold Corp. Common Shares Newman, Chris 5 17/02/2011 00 Alacer Gold Corp. Common Shares Newman, Chris 5 18/02/2011 36 374,052 374,052 Alacer Gold Corp. Options Newman, Chris 5 17/02/2011 00 Alacer Gold Corp. Options Newman, Chris 5 18/02/2011 36 2.03 133,590 133,590 Alacer Gold Corp. Options Newman, Chris 5 18/02/2011 36 3.17 200,385 66,795 Alacer Gold Corp. RSU Newman, Chris 5 17/02/2011 00 Alacer Gold Corp. RSU Newman, Chris 5 23/02/2011 56 25,300 25,300 Alacer Gold Corp. Common Shares Stevenson, Howard Henry

James 5 19/06/2009 00

Alacer Gold Corp. Common Shares Stevenson, Howard Henry James

5 15/03/2011 38 33,333 33,333


5 30/03/2011 51 2.9 83,333 50,000


5 30/03/2011 10 8.9207 65,333 -18,000


5 31/03/2011 10 9.207 33,333 -32,000

Alacer Gold Corp. Options Stevenson, Howard Henry James

5 30/03/2011 51 2.9 100,000 -50,000

Alacer Gold Corp. RSU Stevenson, Howard Henry James

5 23/02/2011 56 127,800 27,800

Alacer Gold Corp. RSU Stevenson, Howard Henry James

5 15/03/2011 38 94,467 -33,333

Alberta Oilsands Inc. Options director's and agent's

Goodisman, Adrian Howard 4 03/02/2010 50 522,500 192,500

Alimentation Couche-Tard Inc.

Subordinate Voting Shares Catégorie B

Peters, Pierre 5 07/04/2011 10 25.9 0 -4,000

Alix Resources Corp. Common Shares England, Michael Bruno John Franz

4, 5 08/04/2011 10 0.27 531,167 10,000

Allied Nevada Gold Corp. Restricted Stock Units Anderson, Scott 5 03/01/2011 00 Allied Nevada Gold Corp. Restricted Stock Units Anderson, Scott 5 25/02/2011 97 3,566 3,566

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4414


T/O Unit Price


Acquired/ Disposed

Allied Nevada Gold Corp. Restricted Stock Units Caldwell, Scott Andrew 4, 5 22/09/2006 00 Allied Nevada Gold Corp. Restricted Stock Units Caldwell, Scott Andrew 4, 5 25/02/2011 97 70,766 70,766 Allied Nevada Gold Corp. Restricted Stock Units Flint, Dave Charles 5 15/10/2009 00 Allied Nevada Gold Corp. Restricted Stock Units Flint, Dave Charles 5 25/02/2011 97 4,066 4,066 Allied Nevada Gold Corp. Restricted Stock Units Gill, Steven 5 30/04/2010 00 Allied Nevada Gold Corp. Restricted Stock Units Gill, Steven 5 25/02/2011 97 3,966 3,966 Allied Nevada Gold Corp. Restricted Stock Units Kirby, Hal 5 16/04/2007 00 Allied Nevada Gold Corp. Restricted Stock Units Kirby, Hal 5 25/02/2011 97 28,666 Allied Nevada Gold Corp. Restricted Stock Units Kirby, Hal 5 25/02/2011 97 38,266 38,266 Allied Nevada Gold Corp. Restricted Stock Units Kirby, Hal 5 25/02/2011 97 9,600 Allied Nevada Gold Corp. Restricted Stock Units Kirby, Hal 5 25/02/2011 97 9,600 Allied Nevada Gold Corp. Restricted Stock Units Thom, Theresa 5 30/04/2010 00 Allied Nevada Gold Corp. Restricted Stock Units Thom, Theresa 5 25/02/2011 97 2,966 2,966 Allied Nevada Gold Corp. Restricted Stock Units Woods, Warren 5 30/04/2010 00 Allied Nevada Gold Corp. Restricted Stock Units Woods, Warren 5 25/02/2011 97 15,966 15,966 Allied Properties Real Estate Investment Trust

Units Allen, Michael David 5 12/03/2010 10 20.509 1,368

Allied Properties Real Estate Investment Trust

Units Allen, Michael David 5 12/03/2010 10 20.509 1,368 1,368


Options Burns, Thomas Gerard 5 17/01/2011 00


Options Burns, Thomas Gerard 5 31/03/2011 50 31,722 31,722


Units Burns, Thomas Gerard 5 17/01/2011 00


Units Burns, Thomas Gerard 5 31/03/2011 10 2,414 2,414


Options Connor, Gerald R. 4 31/03/2011 50 32,222 9,064


Options Cunningham, Gordon R. 4 31/03/2011 50 9,064


Options Cunningham, Gordon R. 4 31/03/2011 50 54,443 18,127


Options Emory, Michael R. 4, 5 31/03/2011 50 994,374 114,199


Units Emory, Michael R. 4, 5 31/03/2011 10 252,463 8,690


Options Griffiths, James Clark 4 31/03/2011 50 32,222 9,064


Units Hanna, Emily Louise 5 12/03/2010 10 20.509 1,094


Units Hanna, Emily Louise 5 12/03/2010 10 20.509 1,094 1,094


Options Irwin, Jennifer Lee 5 03/05/2010 00


Options Irwin, Jennifer Lee 5 31/03/2011 50 5,891 5,891


Units Irwin, Jennifer Lee 5 03/05/2010 00


Units Irwin, Jennifer Lee 5 31/03/2011 10 448 448


Options Jacobs, Wayne Lester 5 31/03/2011 50 296,199 49,094


Units Jacobs, Wayne Lester 5 31/03/2011 10 75,967 3,736


Options Martin, Robert William 4 31/03/2011 50 32,222 9,064


Options Neville, Ralph Thomas 4 31/03/2011 50 23,056 9,064


Options Neville, Ralph Thomas 4 05/04/2011 51 10.87 417


Options Neville, Ralph Thomas 4 05/04/2011 51 10.87 22,639 -417


Units Neville, Ralph Thomas 4 05/04/2011 51 10.87 3,050 417


Options Sullivan, Daniel Francis 4 31/03/2011 50 32,222 9,064


Options Sweeney, Peter Edmund 5 29/11/2010 00


Options Sweeney, Peter Edmund 5 31/03/2011 50 11,782 11,782


Units Sweeney, Peter Edmund 5 29/11/2010 00

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4415


T/O Unit Price


Acquired/ Disposed


Units Sweeney, Peter Edmund 5 31/03/2011 10 897 897

Almaden Minerals Ltd. Common Shares Bitzer, Dione 5 05/04/2011 51 2.5 71,000 50,000 Almaden Minerals Ltd. Common Shares Bitzer, Dione 5 05/04/2011 10 4.67 66,100 -4,900 Almaden Minerals Ltd. Common Shares Bitzer, Dione 5 05/04/2011 10 4.68 66,000 -100 Almaden Minerals Ltd. Common Shares Bitzer, Dione 5 05/04/2011 10 4.7 53,600 -12,400 Almaden Minerals Ltd. Common Shares Bitzer, Dione 5 05/04/2011 10 4.72 48,800 -4,800 Almaden Minerals Ltd. Common Shares Bitzer, Dione 5 05/04/2011 10 4.73 48,600 -200 Almaden Minerals Ltd. Common Shares Bitzer, Dione 5 06/04/2011 10 4.58 46,600 -2,000 Almaden Minerals Ltd. Common Shares Bitzer, Dione 5 06/04/2011 10 4.71 44,000 -2,600 Almaden Minerals Ltd. Common Shares Bitzer, Dione 5 07/04/2011 10 4.55 43,200 -800 Almaden Minerals Ltd. Common Shares Bitzer, Dione 5 07/04/2011 10 4.62 41,500 -1,700 Almaden Minerals Ltd. Common Shares Bitzer, Dione 5 07/04/2011 10 4.67 39,500 -2,000 Almaden Minerals Ltd. Common Shares Bitzer, Dione 5 07/04/2011 10 4.7 36,000 -3,500 Almaden Minerals Ltd. Common Shares Bitzer, Dione 5 07/04/2011 10 4.72 34,000 -2,000 Almaden Minerals Ltd. Common Shares Bitzer, Dione 5 07/04/2011 10 4.75 30,000 -4,000 Almaden Minerals Ltd. Common Shares Bitzer, Dione 5 07/04/2011 10 4.78 28,000 -2,000 Almaden Minerals Ltd. Common Shares Bitzer, Dione 5 07/04/2011 10 4.8 26,000 -2,000 Almaden Minerals Ltd. Common Shares Bitzer, Dione 5 07/04/2011 10 4.85 21,000 -5,000 Almaden Minerals Ltd. Options Bitzer, Dione 5 05/04/2011 51 2.5 50,000 -50,000 Almaden Minerals Ltd. Common Shares Lorimer, Donald Murray 4 05/04/2011 51 2.5 97,500 50,000 Almaden Minerals Ltd. Common Shares Lorimer, Donald Murray 4 06/04/2011 10 4.51 95,000 -2,500 Almaden Minerals Ltd. Common Shares Lorimer, Donald Murray 4 06/04/2011 10 4.53 89,600 -5,400 Almaden Minerals Ltd. Common Shares Lorimer, Donald Murray 4 06/04/2011 10 4.54 83,900 -5,700 Almaden Minerals Ltd. Common Shares Lorimer, Donald Murray 4 06/04/2011 10 4.55 76,600 -7,300 Almaden Minerals Ltd. Common Shares Lorimer, Donald Murray 4 06/04/2011 10 4.56 73,600 -3,000 Almaden Minerals Ltd. Common Shares Lorimer, Donald Murray 4 06/04/2011 10 4.57 65,200 -8,400 Almaden Minerals Ltd. Common Shares Lorimer, Donald Murray 4 06/04/2011 10 4.58 57,500 -7,700 Almaden Minerals Ltd. Common Shares Lorimer, Donald Murray 4 06/04/2011 10 4.6 52,500 -5,000 Almaden Minerals Ltd. Common Shares Lorimer, Donald Murray 4 06/04/2011 10 4.63 47,500 -5,000 Almaden Minerals Ltd. Options Lorimer, Donald Murray 4 05/04/2011 51 2.5 50,000 -50,000 Almaden Minerals Ltd. Common Shares Montgomery, Joseph Hilton 4 23/12/2010 51 0.7 50,000

Almaden Minerals Ltd. Common Shares Montgomery, Joseph Hilton 4 23/12/2010 51 0.68 50,000 50,000

Almaden Minerals Ltd. Common Shares Montgomery, Joseph Hilton 4 18/03/2011 10 3.59 -6,000

Almaden Minerals Ltd. Common Shares Montgomery, Joseph Hilton 4 18/03/2011 10 3.59 45,700 -4,300

Almaden Minerals Ltd. Common Shares Montgomery, Joseph Hilton 4 07/04/2011 10 4.7 35,700 -10,000

Almaden Minerals Ltd. Options Montgomery, Joseph Hilton 4 29/12/2008 50 0.7 50,000

Almaden Minerals Ltd. Options Montgomery, Joseph Hilton 4 29/12/2008 50 0.68 100,000 50,000

Almaden Minerals Ltd. Options Montgomery, Joseph Hilton 4 23/12/2010 51 0.7 -50,000

Almaden Minerals Ltd. Options Montgomery, Joseph Hilton 4 23/12/2010 51 0.68 150,000 -50,000

AltaGas Ltd. Common Shares Mackie, David French 4 01/04/2011 10 25.843 1,283,091 5,500 Alturas Minerals Corp. Common Shares Baertl, Augusto 4 04/03/2010 11 0.095 808,666 100,000 Alturas Minerals Corp. Common Shares Baertl, Augusto 4 04/03/2011 54 0.12 908,666 100,000 Alturas Minerals Corp. Common Shares Baertl, Augusto 4 23/03/2011 11 0.21 1,208,666 300,000 Alturas Minerals Corp. Options Baertl, Augusto 4 28/08/2007 50 150,000 Alturas Minerals Corp. Options Baertl, Augusto 4 28/08/2007 50 270,000 150,000 Alturas Minerals Corp. Options Baertl, Augusto 4 10/05/2010 50 0.14 300,000 Alturas Minerals Corp. Options Baertl, Augusto 4 20/05/2010 50 0.14 600,000 300,000 Alturas Minerals Corp. Options Baertl, Augusto 4 23/03/2011 50 0.19 1,100,000 500,000 Alturas Minerals Corp. Warrants Baertl, Augusto 4 04/03/2010 11 0.12 100,000 100,000 Alturas Minerals Corp. Warrants Baertl, Augusto 4 04/03/2011 54 0.12 0 -100,000 Alturas Minerals Corp. (formerly Iron Lake Minerals Inc.)

Common Shares Baertl, Augusto 4 10/04/2006 00

Alturas Minerals Corp. (formerly Iron Lake Minerals Inc.)





Common Shares Baertl, Augusto 4 10/04/2006 00 606,666

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4416


T/O Unit Price


Acquired/ Disposed


Common Shares Baertl, Augusto 4 15/09/2006 54 0.3 102,000


Common Shares Baertl, Augusto 4 18/09/2006 54 0.3 708,666 102,000

American Manganese Inc. Common Shares Santelli, Anthony Enrico 4 05/04/2011 10 0.71 1,011,000 -67,000 American Manganese Inc. Common Shares Santelli, Anthony Enrico 4 07/04/2011 10 0.7 1,000,000 -11,000 Amerix Precious Metals Corporation

Common Shares Reeder, Jeffrey 4 08/04/2011 10 0.09 300,000 100,000

Amorfix Life Sciences Ltd. Common Shares Black, Hans 4 06/04/2011 10 0.3367 298,000 75,000 Amorfix Life Sciences Ltd. Common Shares Black, Hans 4 01/04/2011 10 0.32 302,000 25,000 Amorfix Life Sciences Ltd. Common Shares Black, Hans 4 06/04/2011 10 0.335 377,000 75,000 Amorfix Life Sciences Ltd. Common Shares Interinvest Corporation 3 06/04/2011 11 2,360,476 -250,000 Amorfix Life Sciences Ltd. Common Shares Interinvest Corporation 3 06/04/2011 11 3,885,493 250,000 Amorfix Life Sciences Ltd. Common Shares Interinvest Corporation 3 06/04/2011 10 0.338 3,985,493 100,000 Andina Minerals Inc. Common Shares Bee, George Michael 5 05/04/2011 10 1.39 25,500 500 Andina Minerals Inc. Common Shares Bee, George Michael 5 05/04/2011 10 1.4 26,000 500 Andor Mining Inc. Common Shares Lowe, Donald Cameron 4 18/01/2011 00 500,000 Angiotech Pharmaceuticals, Inc.

Options Howard, David T. 4 04/04/2011 52 70,000 -10,000

Angle Energy Inc. Common Shares Chow, Clarence Yausang 4 31/03/2011 10 9.2959 983,100 -850,000 Anterra Energy Inc. Options Drysdale, Ross Ogilvie 4 06/04/2011 50 0.255 1,400,000 400,000 Anterra Energy Inc. Options Gang, Fang 4, 5 30/03/2011 50 0.255 4,500,000 1,000,000 Anterra Energy Inc. Options McCuaig, Robert Donald 5 30/03/2011 50 0.255 1,900,000 400,000 Anterra Energy Inc. Class A Shares Pinnell, Owen Clifford 5 30/03/2011 50 0.255 3,248,921 500,000 Anterra Energy Inc. Class A Shares Pinnell, Owen Clifford 5 01/04/2011 10 0.23 3,228,921 -20,000 Anterra Energy Inc. Class A Shares Pinnell, Owen Clifford 5 28/03/2011 10 0.22 2,419,424 -10,000 Anterra Energy Inc. Class A Shares Pinnell, Owen Clifford 5 28/03/2011 10 0.22 2,409,424 -10,000 Anvil Mining Limited Common Shares Dawson, Thomas C. 4 08/04/2011 51 3.8 62,000 50,000 Anvil Mining Limited Common Shares Dawson, Thomas C. 4 08/04/2011 10 6.96 40,000 -22,000 Anvil Mining Limited Common Shares Dawson, Thomas C. 4 08/04/2011 10 6.99 0 -8,000 Anvil Mining Limited Options Dawson, Thomas C. 4 08/04/2011 51 3.8 255,000 -50,000 Anvil Mining Limited Common Shares LaValliere, Robert 5 06/04/2011 51 3.8 50,138 20,000 Anvil Mining Limited Common Shares LaValliere, Robert 5 06/04/2011 10 6.8 30,138 -20,000 Anvil Mining Limited Options LaValliere, Robert 5 06/04/2011 51 3.8 166,024 -20,000 AQM Copper Inc. Common Shares Lopez, Cesar 4, 5 29/03/2011 10 0.7818 1,696,495 -8,500 AQM Copper Inc. Common Shares Lopez, Cesar 4, 5 30/03/2011 10 0.76 1,662,495 -34,000 AQM Copper Inc. Common Shares Lopez, Cesar 4, 5 31/03/2011 10 0.736 1,627,495 -35,000 Aquila Resources Inc. Common Shares West, William James 4, 6 06/04/2011 11 0.75 2,937,789 -100,000 ARC Resources Ltd. Deferred Share Units

(DSU) (Cash based only) Deboni, Walter 4 01/01/2011 00

ARC Resources Ltd. Deferred Share Units (DSU) (Cash based only)

Deboni, Walter 4 31/03/2011 57 2,525 2,525


Dyment, Fred J. 4 01/01/2011 00


Dyment, Fred J. 4 31/03/2011 56 1,186 1,186

ARC Resources Ltd. Common Shares Gill, Terrence Nigel 5 31/03/2011 10 26.2 21,375 2,000 ARC Resources Ltd. Deferred Share Units

(DSU) (Cash based only) Houck, James Curtis 4 01/01/2011 00


Houck, James Curtis 4 31/03/2011 56 1,163 1,163


Kanovsky, Michael Manuel 4 01/01/2011 00


Kanovsky, Michael Manuel 4 31/03/2011 57 984 984


Kvisle, Harold N. 4 01/01/2011 00


Kvisle, Harold N. 4 31/03/2011 56 1,473 1,473


O'Neill, Kathleen M. 4 01/01/2011 00

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4417


T/O Unit Price


Acquired/ Disposed


O'Neill, Kathleen M. 4 31/03/2011 56 1,105 1,105


Pinder, Herbert 4 01/01/2011 00


Pinder, Herbert 4 31/03/2011 56 1,999 1,999


Van Wielingen, Mac Howard

4 01/01/2011 00


Van Wielingen, Mac Howard

4 31/03/2011 56 3,734 3,734

Arch Biopartners Inc. Common Shares Muruve, Richard Gabriel 3, 4 05/04/2011 10 0.62 386,500 500 Arch Biopartners Inc. Common Shares Muruve, Richard Gabriel 3, 4 05/04/2011 10 0.75 387,500 1,000 Arch Biopartners Inc. Common Shares Muruve, Richard Gabriel 3, 4 06/04/2011 10 0.75 389,500 2,000 Arch Biopartners Inc. Common Shares Muruve, Richard Gabriel 3, 4 08/04/2011 10 0.7 390,000 500 Archean Star Resources Inc. Common Shares Kent Exploration Inc. 3 24/03/2011 00 9,981,413

Archean Star Resources Inc. Warrants Kent Exploration Inc. 3 24/03/2011 00 1,900,000

Arctic Glacier Income Fund Income Trust Units Bailey, Douglas Allan 5 31/03/2011 30 127,939 4,939

Arctic Glacier Income Fund Income Trust Units McMahon, Keith William 5 31/03/2011 30 191,012 7,096

Arcus Development Group Inc.

Common Shares Consolidated International Investment Holdings Inc.

3 05/04/2011 10 0.34 5,132,112 -41,500

Argonaut Gold Inc. Common Shares Libra Advisors, LLC 3 05/04/2011 10 4.63 6,306,701 9,400 Armada Data Corporation Common Shares Timoteo, Paul J. 4, 5 04/04/2011 10 0.18 2,507,895 500 Armada Data Corporation Common Shares Timoteo, Paul J. 4, 5 07/04/2011 10 0.18 2,522,395 14,500 Armtec Infrastructure Inc. Rights Phantom Shares Adams, Ronald 4 31/03/2011 30 16.181 3,042 33 Armtec Infrastructure Inc. Rights Phantom Shares Adams, Ronald 4 31/03/2011 56 16.588 4,082 1,040 Armtec Infrastructure Inc. Rights Phantom Shares Jamieson, Brian W. 4 01/01/2011 00 Armtec Infrastructure Inc. Rights Phantom Shares Jamieson, Brian W. 4 01/01/2011 00 19,329 Armtec Infrastructure Inc. Rights Phantom Shares Jamieson, Brian W. 4 31/03/2011 30 16.181 19,544 215 Armtec Infrastructure Inc. Rights Phantom Shares Jamieson, Brian W. 4 31/03/2011 56 16.588 21,307 1,763 Armtec Infrastructure Inc. Rights Phantom Shares Richardson, John Everett 4 01/01/2011 00 Armtec Infrastructure Inc. Rights Phantom Shares Richardson, John Everett 4 01/01/2011 00 14,558 Armtec Infrastructure Inc. Rights Phantom Shares Richardson, John Everett 4 31/03/2011 30 16.181 14,720 162 Armtec Infrastructure Inc. Rights Phantom Shares Richardson, John Everett 4 31/03/2011 56 16.588 15,986 1,266 Armtec Infrastructure Inc. Rights Phantom Shares Skea, Michael 4 01/01/2011 00 Armtec Infrastructure Inc. Rights Phantom Shares Skea, Michael 4 01/01/2011 00 1,855 Armtec Infrastructure Inc. Rights Phantom Shares Skea, Michael 4 31/03/2011 30 16.181 1,876 21 Armtec Infrastructure Inc. Rights Phantom Shares Skea, Michael 4 31/03/2011 56 16.588 3,368 1,492 Armtec Infrastructure Inc. Rights Phantom Shares Wright, Robert James 4 01/01/2011 00 Armtec Infrastructure Inc. Rights Phantom Shares Wright, Robert James 4 01/01/2011 00 19,852 Armtec Infrastructure Inc. Rights Phantom Shares Wright, Robert James 4 31/03/2011 30 16.181 20,073 221 Armtec Infrastructure Inc. Rights Phantom Shares Wright, Robert James 4 31/03/2011 56 16.588 22,138 2,065 Arsenal Energy Inc. Common Shares MacKay, Ronald Neil 4 06/04/2011 10 0.84 3,337,900 9,000 Assisted Living Concepts, Inc.

Common Shares Class A Thornridge Holdings Limited

3 24/07/2010 00

Assisted Living Concepts, Inc.

Common Shares Class A Thornridge Holdings Limited

3 05/11/2010 00


Common Shares Class B Thornridge Holdings Limited

3 24/07/2010 00


Common Shares Class B Thornridge Holdings Limited

3 05/11/2010 00

Astral Media Inc. Non-Voting Shares Class A

Astral Media Inc. 1 10/03/2011 38 37.341 7,597,839 11,400


Astral Media Inc. 1 11/03/2011 38 37.644 7,605,639 7,800


Astral Media Inc. 1 14/03/2011 38 37.712 7,611,839 6,200

ATCO LTD. Non-Voting Shares Class I

ATCO Ltd. 1 01/03/2011 38 58.26 7,000 7,000


ATCO Ltd. 1 01/03/2011 38 0 -7,000


ATCO Ltd. 1 02/03/2011 38 58.58 5,000 5,000


ATCO Ltd. 1 02/03/2011 38 0 -5,000

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4418


T/O Unit Price


Acquired/ Disposed


ATCO Ltd. 1 03/03/2011 38 58.32 8,000 8,000


ATCO Ltd. 1 03/03/2011 38 0 -8,000


ATCO Ltd. 1 04/03/2011 38 58.58 8,800 8,800


ATCO Ltd. 1 04/03/2011 38 0 -8,800


ATCO Ltd. 1 07/03/2011 38 57.56 6,700 6,700


ATCO Ltd. 1 07/03/2011 38 0 -6,700


ATCO Ltd. 1 08/03/2011 38 56.73 7,300 7,300


ATCO Ltd. 1 08/03/2011 38 0 -7,300


ATCO Ltd. 1 09/03/2011 38 56.6 7,500 7,500


ATCO Ltd. 1 09/03/2011 38 0 -7,500


ATCO Ltd. 1 10/03/2011 38 56.52 3,600 3,600


ATCO Ltd. 1 10/03/2011 38 0 -3,600


ATCO Ltd. 1 11/03/2011 38 57.07 10,900 10,900


ATCO Ltd. 1 11/03/2011 38 0 -10,900


ATCO Ltd. 1 14/03/2011 38 56.56 7,200 7,200


ATCO Ltd. 1 14/03/2011 38 0 -7,200


ATCO Ltd. 1 15/03/2011 38 56.31 5,100 5,100


ATCO Ltd. 1 15/03/2011 38 0 -5,100


ATCO Ltd. 1 16/03/2011 38 57.1 5,300 5,300


ATCO Ltd. 1 16/03/2011 38 0 -5,300


ATCO Ltd. 1 17/03/2011 38 57.64 9,000 9,000


ATCO Ltd. 1 17/03/2011 38 0 -9,000


ATCO Ltd. 1 18/03/2011 38 58.51 5,500 5,500


ATCO Ltd. 1 18/03/2011 38 0 -5,500


ATCO Ltd. 1 21/03/2011 38 58.41 6,300 6,300


ATCO Ltd. 1 21/03/2011 38 0 -6,300


ATCO Ltd. 1 22/03/2011 38 59.18 8,000 8,000


ATCO Ltd. 1 22/03/2011 38 0 -8,000


ATCO Ltd. 1 23/03/2011 38 58.55 6,800 6,800


ATCO Ltd. 1 23/03/2011 38 0 -6,800


ATCO Ltd. 1 24/03/2011 38 58.43 5,500 5,500


ATCO Ltd. 1 24/03/2011 38 0 -5,500


ATCO Ltd. 1 25/03/2011 38 58.71 7,400 7,400


ATCO Ltd. 1 25/03/2011 38 0 -7,400

ATCO LTD. Rights 43.30 (SAR) Kiefer, Siegfried W. 7, 5 22/03/2011 59 -8,000 ATCO LTD. Rights 43.30 (SAR) Kiefer, Siegfried W. 7, 5 22/03/2011 59 0 -8,000 Athabasca Minerals Inc. Common Shares Hruba, Don 5 04/04/2011 11 300,000 50,000 Athabasca Minerals Inc. Common Shares Nolan, Dale 4, 5 08/04/2011 10 0.44 2,501,000 1,000 Athabasca Minerals Inc. Common Shares Nolan, Dale 4, 5 08/04/2011 10 0.43 2,503,000 2,000

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4419


T/O Unit Price


Acquired/ Disposed

Athabasca Minerals Inc. Common Shares Nolan, Dale 4, 5 08/04/2011 10 0.425 2,518,000 15,000 Athabasca Minerals Inc. Common Shares Nolan, Dale 4, 5 08/04/2011 10 0.42 3,000,000 482,000 Augusta Resource Corporation

Restricted Shares Pace, Rod 7, 5 29/03/2011 97 87,000 5,000

Augusta Resource Corporation

Common Shares Warke, Richard William 4, 5 07/04/2011 54 2.07 927,333 200,000

Augusta Resource Corporation

Options Warke, Richard William 4, 5 07/04/2011 51 2.07 590,000 -200,000

Aura Minerals Inc. Common Shares Mars, Patrick James 4, 5 04/04/2011 10 2.76 20,000 20,000 Aura Minerals Inc. Common Shares Murray, William 4 06/04/2011 10 2.65 64,800 15,000 Aura Minerals Inc. Common Shares Tam, Peter 5 27/05/2010 00 Aura Minerals Inc. Common Shares Tam, Peter 5 04/04/2011 10 2.53 5,000 5,000 AurCrest Gold Inc. Common Shares Brodie-Brown, Ian

Alexander 4, 5 01/04/2011 10 0.18 695,272 5,000

AurCrest Gold Inc. Common Shares Brodie-Brown, Ian Alexander

4, 5 01/04/2011 10 0.185 700,272 5,000

AurCrest Gold Inc. Common Shares Brodie-Brown, Ian Alexander

4, 5 06/04/2011 10 0.18 703,772 3,500

Aurizon Mines Ltd. Common Shares MOORHOUSE, BRIAN S. 4 06/04/2011 10 7 16,570 -5,000 Aurizon Mines Ltd. Common Shares Walsh, Roger Patrick 5 06/04/2011 10 6.53 5,000 1,000 Aurora Oil & Gas Limited Ordinary Shares Molson, Frederick William 4 04/04/2011 00 1,312,390 Avante Logixx Inc. Common Shares Mounouchos, Emmanuel 3, 4, 5 31/03/2011 11 0.1 17,199,500 -4,000,000 Avante Logixx Inc. Common Shares Rossolatos, George 4, 5 31/03/2011 11 0.1 1,750,000 500,000 Avante Logixx Inc. Options Rossolatos, George 4, 5 31/03/2011 50 6,300,000 4,000,000 Avcorp Industries Inc. Common Shares Otis, Elizabeth Field 4 02/04/2007 11 1.4 42,000 12,000 Avcorp Industries Inc. Rights van Rooij, Marcus Maria 4, 5 31/08/2009 58 - Expiration of rights -313,523

Avcorp Industries Inc. Rights van Rooij, Marcus Maria 4, 5 31/08/2009 58 - Expiration of rights

95,000 -218,523

AvenEx Energy Corp. Common Shares Clarke Inc. 3 06/04/2011 10 6.35 5,771,900 -10,000 Avion Gold Corporation Options Duras, Greg 5 24/03/2011 50 1.71 1,550,000 150,000 Avion Gold Corporation Common Shares Pettigrew, Pierre Stewart 4 07/04/2011 51 0.29 100,000 100,000 Avion Gold Corporation Common Shares Pettigrew, Pierre Stewart 4 07/04/2011 10 1.5996 0 -100,000 Avion Gold Corporation Options Pettigrew, Pierre Stewart 4 07/04/2011 51 1,150,000 -100,000 Axia NetMedia Corporation Options Jespersen, Kent 4 04/04/2011 52 85,000 -10,000

Axia NetMedia Corporation Options Phillips, Robert L. 4 09/10/2002 50 75 25,000

Axia NetMedia Corporation Options Phillips, Robert L. 4 09/10/2002 50 0.75 25,000

Axia NetMedia Corporation Options Phillips, Robert L. 4 09/10/2002 50 0.75 25,000

Axia NetMedia Corporation Options Phillips, Robert L. 4 09/10/2002 50 0.75 50,000 25,000

Axia NetMedia Corporation Options Phillips, Robert L. 4 01/04/2011 50 1.5 95,000 15,000

Axia NetMedia Corporation Options Phillips, Robert L. 4 03/04/2011 52 85,000 -10,000

Axia NetMedia Corporation Options Read, John K. 4 03/04/2011 52 85,000 -10,000

Axia NetMedia Corporation Common Shares Sigler, Murray 5 06/04/2011 10 1.49 70,211 400

Axia NetMedia Corporation Common Shares Sigler, Murray 5 06/04/2011 10 1.5 71,311 1,100

Azure Dynamics Corporation Common Shares Prosser, Peggy 5 14/03/2011 00

Azure Dynamics Corporation Common Shares Prosser, Peggy 5 29/03/2011 10 0.29 20,000 20,000

B2Gold Corp. Common Shares Tagliamonte, Peter Wilson 4 06/04/2011 51 0.95 1,257,451 200,000

B2Gold Corp. Common Shares Tagliamonte, Peter Wilson 4 06/04/2011 10 3.147 1,157,451 -100,000

B2Gold Corp. Common Shares Tagliamonte, Peter Wilson 4 06/04/2011 10 3.158 1,057,451 -100,000

B2Gold Corp. Options Stock Options Tagliamonte, Peter Wilson 4 06/04/2011 51 0.95 2,476,226 -200,000

Baja Mining Corp. Common Shares Greenslade, John William 4, 5 24/02/2011 10 1.03 -20,000 Baja Mining Corp. Common Shares Greenslade, John William 4, 5 24/02/2011 10 1.03 310,000 20,000 Baja Mining Corp. Common Shares Greenslade, John William 4, 5 31/03/2011 10 1.03 480,000 -50,000 Baja Mining Corp. Common Shares Greenslade, John William 4, 5 04/04/2011 10 1.15 430,000 -50,000 Baja Mining Corp. Common Shares Low, Kendra Leigh 5 04/04/2011 51 0.4 100,000 100,000 Baja Mining Corp. Common Shares Low, Kendra Leigh 5 05/04/2011 10 1.15 60,000 -40,000 Baja Mining Corp. Common Shares Low, Kendra Leigh 5 06/04/2011 10 1.17 58,000 -2,000

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4420


T/O Unit Price


Acquired/ Disposed

Baja Mining Corp. Common Shares Low, Kendra Leigh 5 06/04/2011 10 1.18 0 -58,000 Baja Mining Corp. Options Low, Kendra Leigh 5 04/04/2011 51 0.4 1,200,000 -100,000 Bank of Montreal Deferred Share Units Chevrier, Robert 4 31/12/2010 30 57.99 849 Bank of Montreal Deferred Share Units Chevrier, Robert 4 31/12/2010 35 57.99 849 Bank of Montreal Deferred Share Units Chevrier, Robert 4 31/12/2010 35 57.99 18,629 633 Bank of Montreal Common Shares Costello, Ellen Marie 5 31/03/2011 51 35.68 20,650 20,650 Bank of Montreal Common Shares Costello, Ellen Marie 5 31/03/2011 10 62.71 0 -20,650 Bank of Montreal Deferred Share Units Costello, Ellen Marie 5 31/12/2010 35 58.03 54,442 1,617 Bank of Montreal Options Costello, Ellen Marie 5 31/03/2011 51 35.68 349,704 -20,650 Bank of Montreal Restricted Share Units Costello, Ellen Marie 5 31/12/2010 35 59.04 51,208 1,248 Bank of Montreal Deferred Share Units Downe, William 5 31/12/2010 35 58.03 159,922 4,613 Bank of Montreal Restricted Share Units Downe, William 5 31/12/2010 35 59.04 97,521 1,644 Bank of Montreal Deferred Share Units Fish, Simon Adrian 5 31/12/2010 35 58.03 8,931 202 Bank of Montreal Restricted Share Units Fish, Simon Adrian 5 31/12/2010 35 59.04 36,311 1,146 Bank of Montreal Restricted Share Units Fish, Simon Adrian 5 31/12/2010 35 59.04 1,146 Bank of Montreal Restricted Share Units Fish, Simon Adrian 5 31/12/2010 35 59.04 1,146 Bank of Montreal Restricted Share Units Flynn, Thomas Earl 7 31/12/2010 35 59.04 62,974 1,544 Bank of Montreal Deferred Share Units Milroy, Thomas 5 31/12/2010 35 58.03 183,730 5,799 Bank of Montreal Restricted Share Units Milroy, Thomas 5 31/12/2010 35 59.04 119,511 3,150 Bank of Montreal Deferred Share Units Orsino, Philip 4 31/12/2010 30 57.99 1,618 Bank of Montreal Deferred Share Units Orsino, Philip 4 31/12/2010 35 57.99 1,618 Bank of Montreal Deferred Share Units Orsino, Philip 4 31/12/2010 35 57.99 36,753 1,217 Bank of Montreal Deferred Share Units Ouellette, Gilles Gerard 5 19/03/2003 00 107,875 Bank of Montreal Deferred Share Units Ouellette, Gilles Gerard 5 31/12/2010 35 58.03 111,830 3,955 Bank of Montreal Restricted Share Units Ouellette, Gilles Gerard 5 31/12/2010 35 59.04 54,347 1,277 Bank of Montreal Deferred Share Units Piper, Martha Cook 4 25/07/2006 00 Bank of Montreal Deferred Share Units Piper, Martha Cook 4 25/07/2006 00 12,407 Bank of Montreal Deferred Share Units Piper, Martha Cook 4 20/05/2010 56 59.53 773 Bank of Montreal Deferred Share Units Piper, Martha Cook 4 20/05/2010 56 59.53 13,180 773 Bank of Montreal Deferred Share Units Piper, Martha Cook 4 23/08/2010 56 59.06 610 Bank of Montreal Deferred Share Units Piper, Martha Cook 4 23/08/2010 56 59.06 13,790 610 Bank of Montreal Deferred Share Units Piper, Martha Cook 4 23/11/2010 56 59.89 818 Bank of Montreal Deferred Share Units Piper, Martha Cook 4 23/11/2010 56 59.89 14,608 818 Bank of Montreal Deferred Share Units Piper, Martha Cook 4 31/12/2010 30 57.99 619 Bank of Montreal Deferred Share Units Piper, Martha Cook 4 31/12/2010 35 57.99 619 Bank of Montreal Deferred Share Units Piper, Martha Cook 4 31/12/2010 35 57.99 15,081 473 Bank of Montreal Deferred Share Units Reitman, Jeremy H. 4 31/12/2010 30 57.99 2,370 Bank of Montreal Deferred Share Units Reitman, Jeremy H. 4 31/12/2010 35 57.99 2,370 Bank of Montreal Deferred Share Units Reitman, Jeremy H. 4 31/12/2010 35 57.99 52,661 2,370 Bank of Montreal Common Shares Saucier, Guylaine 4 31/12/2009 30 39.93 784 Bank of Montreal Common Shares Saucier, Guylaine 4 31/12/2009 30 39.93 785 785 Bank of Montreal Common Shares Saucier, Guylaine 4 31/12/2010 35 54.7 823 38 Bank of Montreal Deferred Share Units Saucier, Guylaine 4 31/12/2010 30 57.99 1,667 Bank of Montreal Deferred Share Units Saucier, Guylaine 4 31/12/2010 35 57.99 1,667 Bank of Montreal Deferred Share Units Saucier, Guylaine 4 31/12/2010 35 57.99 1,667 Bank of Montreal Deferred Share Units Saucier, Guylaine 4 31/12/2010 35 57.99 36,052 1,239 Bank of Montreal Deferred Share Units Southern, Nancy C. 4 31/12/2010 30 57.99 580 Bank of Montreal Deferred Share Units Southern, Nancy C. 4 31/12/2010 35 57.99 580 Bank of Montreal Deferred Share Units Southern, Nancy C. 4 31/12/2010 35 57.99 13,046 580 Bank of Montreal Common Shares Techar, Frank J. 5 31/03/2011 51 35.68 75,800 Bank of Montreal Common Shares Techar, Frank J. 5 31/03/2011 51 35.68 75,800 Bank of Montreal Common Shares Techar, Frank J. 5 31/03/2011 10 62.92 -37,900 Bank of Montreal Common Shares Techar, Frank J. 5 31/03/2011 10 62.92 -37,900 Bank of Montreal Common Shares Techar, Frank J. 5 31/03/2011 10 62.93 -37,900 Bank of Montreal Common Shares Techar, Frank J. 5 31/03/2011 10 62.93 -37,900 Bank of Montreal Deferred Share Units Techar, Frank J. 5 31/12/2010 35 58.03 64,968 2,027 Bank of Montreal Options Techar, Frank J. 5 31/03/2011 51 35.68 -75,800 Bank of Montreal Options Techar, Frank J. 5 31/03/2011 51 35.68 -75,800 Bank of Montreal Restricted Share Units Techar, Frank J. 5 31/12/2010 35 59.04 71,082 1,384 Bank of Nova Scotia, The Common Shares Kerr, John Custance 4 05/04/2011 51 24.675 11,600 1,000 Bank of Nova Scotia, The Common Shares Kerr, John Custance 4 05/04/2011 10 59.303 10,600 -1,000 Bank of Nova Scotia, The Options Kerr, John Custance 4 05/04/2011 51 7,000 -1,000 Bank of Nova Scotia, The Scotiabank Capital Trust

Series 2002-1 Kerr, John Custance 4 20/02/2002 00

Bank of Nova Scotia, The Scotiabank Capital Trust Series 2002-1

Kerr, John Custance 4 18/10/2007 10 4,000 4,000

Bank of Nova Scotia, The Scotiabank Capital Trust Series 2002-1

Kerr, John Custance 4 11/09/2008 10 13,000 9,000

Banro Corporation Common Shares Clarke, John Allen 4 06/04/2011 10 2.55 138,000 20,000 Barker Minerals Ltd. Common Shares Doyle, Aaron Christopher 3 31/03/2011 00 7,300,000 Barker Minerals Ltd. Common Shares Doyle, Aaron Christopher 3 31/03/2011 00 2,055,010 Barker Minerals Ltd. Common Shares Doyle, Aaron Christopher 3 31/03/2011 10 0.13 1,955,010 -100,000 Barker Minerals Ltd. Common Shares Doyle, Aaron Christopher 3 31/03/2011 10 0.135 1,945,010 -10,000 Barker Minerals Ltd. Common Shares Doyle, Aaron Christopher 3 31/03/2011 10 0.145 1,925,010 -20,000

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4421


T/O Unit Price


Acquired/ Disposed

Barker Minerals Ltd. Common Shares Doyle, Aaron Christopher 3 31/03/2011 10 0.15 1,905,010 -20,000 Barker Minerals Ltd. Common Shares Doyle, Aaron Christopher 3 01/04/2011 10 0.11 1,875,010 -30,000 Barker Minerals Ltd. Common Shares Doyle, Aaron Christopher 3 01/04/2011 10 0.12 1,670,010 -205,000 Barker Minerals Ltd. Common Shares Doyle, Aaron Christopher 3 01/04/2011 10 0.125 1,570,010 -100,000 Barker Minerals Ltd. Common Shares Doyle, Aaron Christopher 3 01/04/2011 10 0.13 1,370,010 -200,000 Barker Minerals Ltd. Common Shares Doyle, Aaron Christopher 3 01/04/2011 10 0.14 1,300,010 -70,000 Barker Minerals Ltd. Common Shares Doyle, Aaron Christopher 3 01/04/2011 10 0.145 1,200,010 -100,000 Barker Minerals Ltd. Options Doyle, Aaron Christopher 3 31/03/2011 00 350,000 Barker Minerals Ltd. Options Doyle, Aaron Christopher 3 31/03/2011 00 165,000 Barker Minerals Ltd. Warrants Doyle, Aaron Christopher 3 31/03/2011 00 11,300,000 Barkerville Gold Mines Ltd. Common Shares Callaghan, James Frances

Gerard4, 5 01/04/2011 10 1.23 15,000

Barkerville Gold Mines Ltd. Common Shares Callaghan, James Frances Gerard

4, 5 01/04/2011 10 1.23 1,562,681 10,000

Barrick Gold Corporation Rights Deferred Share Units (cash settled)

Beck, Howard Leighton 4 31/03/2011 56 51.32 28,912 804


Beck, Howard Leighton 4 31/03/2011 30 51 28,973 61


Birchall, Charles William David

4, 5 31/03/2011 30 51 3,971 9


CARTY, DONALD 4 31/03/2011 56 51.32 20,824 804


CARTY, DONALD 4 31/03/2011 30 51 20,871 47


Cisneros, Gustavo Alfredo 4 31/03/2011 56 51.32 28,560 804


Cisneros, Gustavo Alfredo 4 31/03/2011 30 51 28,625 65


Cohen, Marshall Albert 4 31/03/2011 56 51.32 28,912 804


Cohen, Marshall Albert 4 31/03/2011 30 51 28,978 66


Crossgrove, Peter Alexander

4 31/03/2011 56 51.32 17,891 804


Crossgrove, Peter Alexander

4 31/03/2011 30 51 17,931 40


Franklin, Robert 4 31/03/2011 56 51.32 11,338 442


Franklin, Robert 4 31/03/2011 30 51 11,364 26


Harvey, Joseph Brett 4 31/03/2011 56 51.32 11,597 442


Harvey, Joseph Brett 4 31/03/2011 30 51 11,623 26


Munk, Anthony 4 31/03/2011 56 51.32 17,891 804


Munk, Anthony 4 31/03/2011 30 51 17,931 40


Rothschild, Nathaniel Phillip Victor James

4 31/03/2011 56 51.32 3,118 804


Rothschild, Nathaniel Phillip Victor James

4 31/03/2011 30 51 3,123 5


Shapiro, Steven J. 4 31/03/2011 56 51.32 13,636 442


Shapiro, Steven J. 4 31/03/2011 30 51 13,667 31

Baytex Energy Corp. Common Shares Best, Randal John 5 01/04/2011 57 22.51 84,366 15,000 Baytex Energy Corp. Common Shares Best, Randal John 5 01/04/2011 10 57.6 69,366 -15,000 Baytex Energy Corp. Incentive Rights Best, Randal John 5 01/04/2011 57 22.51 195,000 -15,000 Baytex Energy Corp. Common Shares CHWYL, EDWARD 4 06/04/2011 10 57.5 45,088 -10,000 Baytex Energy Corp. Common Shares CHWYL, EDWARD 4 08/04/2011 10 57.5 37,088 -8,000 Baytex Energy Corp. Common Shares Paterson, Richard Shaun 5 04/04/2011 57 13.39 23,534 10,000 Baytex Energy Corp. Common Shares Paterson, Richard Shaun 5 04/04/2011 10 57.408 13,534 -10,000 Baytex Energy Corp. Incentive Rights Paterson, Richard Shaun 5 04/04/2011 57 22.65 260,000 -10,000 Baytex Energy Corp. Common Shares Shwed, Dale Orest 4 08/04/2011 10 58.1 100,689 -10,000 BCE Inc. Share Units Allen, Barry Keith 4 31/03/2011 56 35.22 4,633 621 BCE Inc. Share Units Bérard, André 4 31/03/2011 56 35.22 42,658 1,242 BCE Inc. Share Units Brenneman, Ron A. 4 31/03/2011 56 35.22 34,931 710 BCE Inc. Share Units Brochu, Sophie 4 31/03/2011 56 35.22 4,663 1,242 BCE Inc. Share Units Brown, Robert Ellis 4 31/03/2011 56 35.22 3,838 710 BCE Inc. Share Units Fell, Anthony S. 4 31/03/2011 56 35.22 42,658 1,242 BCE Inc. Share Units Kaufman, Donna Soble 4 31/03/2011 56 35.22 35,398 568 BCE Inc. Share Units Levitt, Brian 4 31/03/2011 56 35.22 58,511 799 BCE Inc. Share Units Lumley, Edward C. 4 31/03/2011 56 35.22 28,065 1,136

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4422


T/O Unit Price


Acquired/ Disposed

BCE Inc. Share Units O'Neill, Thomas Charles 4 31/03/2011 56 35.22 21,546 1,242 BCE Inc. Share Units Taylor, Carole S. 4 31/03/2011 56 35.22 1,651 621 BCE Inc. Share Units Weiss, Paul Raymond 4 31/03/2011 56 35.22 14,437 1,597 Beatrix Ventures Inc. Common Shares Pinetree Capital Ltd. 3 20/09/2010 00 2,050,000 Beatrix Ventures Inc. Warrants Exercise Price

$0.10 - Expires May 19, 2012

Pinetree Capital Ltd. 3 20/09/2010 00 750,000

Bellamont Exploration Ltd. Common Shares Class A Carlson, Tavis Aaron 5 08/04/2011 10 0.58 40,000 20,000

Bellamont Exploration Ltd. Common Shares Class A MacDonald, Duncan Keith 4 02/07/2010 10 0.6 222,300 2,000

Bellamont Exploration Ltd. Common Shares Class A Moran, Stephen John 5 08/04/2011 10 0.59 688,300 33,800

Bellamont Exploration Ltd. Common Shares Class A Peters, Robert George 3, 4 01/04/2011 97 2,415,800 415,800

Bellamont Exploration Ltd. Common Shares Class A Peters, Robert George 3, 4 01/04/2011 97 0 -415,800

Bellatrix Exploration Ltd. Common Shares BLAIR, TIMOTHY 5 01/04/2011 10 5.76 21,205 10,590 Bellatrix Exploration Ltd. Common Shares Brown, Edward John 5 01/04/2011 10 5.76 77,606 14,032 Bellatrix Exploration Ltd. Common Shares Oicle, Russell G. 5 01/04/2011 10 5.76 49,987 13,237 Bellatrix Exploration Ltd. Common Shares Woo, Ving Yee 5 01/04/2011 10 5.76 319,430 13,237 Bengal Energy Ltd. Common Shares Chakrabarty, Chayan 4, 5 04/04/2011 30 2.05 93,020 1,379 Bengal Energy Ltd. Common Shares Goudie, Bryan 5 04/04/2011 30 2.05 56,573 1,117 Bengal Energy Ltd. Options Goudie, Bryan 5 05/04/2011 52 310,000 -30,000 Bengal Energy Ltd. Common Shares Mott, James Alwin 5 04/04/2011 30 2.05 343,893 1,299 Bengal Energy Ltd. Common Shares Shortt, Trevor 5 04/04/2011 30 2.05 3,446 1,177 Big Red Diamond Corporation

Common Shares Perrault, Jean-Francois 4 04/04/2011 10 0.03 1,100,000 300,000

Big Rock Brewery Inc. Common Shares Rowland, Brian Todd 5 21/03/2011 10 16.5 30,184 -3,000 Big Rock Brewery Inc. Common Shares Rowland, Brian Todd 5 29/03/2011 10 16.81 27,184 -3,000 Big Rock Brewery Inc. Common Shares Rowland, Brian Todd 5 30/03/2011 10 17.005 24,184 -3,000 Bioniche Life Sciences Inc. Common Shares Phillips, Nigel Charles 5 28/03/2011 10 1.26 95,200 -14,800 Bioniche Life Sciences Inc. Common Shares Phillips, Nigel Charles 5 28/03/2011 10 1.26 94,200 -1,000 Bioniche Life Sciences Inc. Common Shares Phillips, Nigel Charles 5 28/03/2011 10 1.26 90,200 -4,000 BIOTEQ ENVIRONMENTAL TECHNOLOGIES INC.

Deferred Share Units Pelletier, Clement A 4 07/04/2011 56 0.755 25,524 15,894

BIOTEQ ENVIRONMENTAL TECHNOLOGIES INC.

Deferred Share Units (common shares cash)

Poling, George Wesley 4 07/04/2011 46 0.755 25,524 15,894

Birchcliff Energy Ltd. Common Shares Geremia, Bruno P. 5 04/04/2011 10 12.25 306,400 -20,000 Birchcliff Energy Ltd. Common Shares Geremia, Bruno P. 5 04/04/2011 10 12.28 301,400 -5,000 Birchcliff Energy Ltd. Common Shares Geremia, Bruno P. 5 04/04/2011 10 12.3 296,400 -5,000 Birchcliff Energy Ltd. Common Shares Siemens, Werner A. 4 06/04/2011 51 5.03 16,600 16,600 Birchcliff Energy Ltd. Common Shares Siemens, Werner A. 4 06/04/2011 10 12.5 6,200 -10,400 Birchcliff Energy Ltd. Common Shares Siemens, Werner A. 4 06/04/2011 10 12.55 0 -6,200 Birchcliff Energy Ltd. Options Siemens, Werner A. 4 06/04/2011 51 5.03 95,334 -16,600 Bird River Resources Inc. Common Shares Kushniruk, David 3 06/04/2011 10 0.4774 1,465,500 6,500 Black Diamond Group Limited

Common Shares Klukas, Harry Henry 5 07/04/2011 51 24,000 12,000

Black Diamond Group Limited

Options Klukas, Harry Henry 5 07/04/2011 51 5.62 243,000 -12,000


Common Shares Stockton, Robert J. 5 07/04/2011 10 500 -1,000


Common Shares Stockton, Robert J. 5 07/04/2011 10 0 -500


Common Shares Wagemakers, Robert 4 07/04/2011 51 97,117 1,666


Common Shares Wagemakers, Robert 4 07/04/2011 51 100,450 3,333


Options Wagemakers, Robert 4 07/04/2011 51 11.74 33,668 -1,666


Options Wagemakers, Robert 4 07/04/2011 51 5.62 30,335 -3,333

Black Iron Inc. Common Shares Bozoki, Paul Sandor 5 09/03/2011 50 1.4 300,000 Black Iron Inc. Common Shares Bozoki, Paul Sandor 5 09/03/2011 50 1.4 300,000 Black Iron Inc. Common Shares Bozoki, Paul Sandor 5 15/12/2010 00 Black Iron Inc. Common Shares Bozoki, Paul Sandor 5 06/04/2011 46 1.4 25,000 25,000 Black Iron Inc. Options Bozoki, Paul Sandor 5 15/12/2010 00 Black Iron Inc. Options Bozoki, Paul Sandor 5 29/03/2011 50 1.4 300,000 300,000 Black Iron Inc. Common Shares Porter, David James 4 29/03/2011 00 100,000 Black Iron Inc. Options Porter, David James 4 29/03/2011 00 300,000 Blackline GPS Corp. Options Dorrius, Peter Johan 5 30/03/2011 50 0.22 470,000 350,000 Blackline GPS Corp. Options Herdman, Robert 4 05/04/2011 00

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4423


T/O Unit Price


Acquired/ Disposed

Blackline GPS Corp. Options Herdman, Robert 4 05/04/2011 50 0.23 350,000 350,000 Blackline GPS Corp. Options Rude, Gregory Stuart 5 01/03/2011 00 Blackline GPS Corp. Options Rude, Gregory Stuart 5 30/03/2011 50 0.22 350,000 350,000 Blue Ribbon Income Fund (formerly Citadel Diversified Investment Trust)

Trust Units Blue Ribbon Income Fund 1 02/03/2011 38 11.15 1,200 1,200

Blue Ribbon Income Fund (formerly Citadel Diversified Investment Trust)

Trust Units Blue Ribbon Income Fund 1 02/03/2011 38 11.15 0 -1,200














Trust Units Blue Ribbon Income Fund 1 16/03/2011 38 10.7 300 300


Trust Units Blue Ribbon Income Fund 1 16/03/2011 38 10.7 0 -300













BMTC Group Inc. Subordinate Voting Shares

Ouimet, Pierre 4, 6, 7 04/04/2011 10 22.76 3,000,012 -200,000

Boardwalk Real Estate Investment Trust

Trust Units Boardwalk Real Estate Investment Trust

1 31/03/2011 30 44.77 1,800 1,800

Boardwalk Real Estate Investment Trust

Trust Units Boardwalk Real Estate Investment Trust

1 31/03/2011 30 0 -1,800

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4424


T/O Unit Price


Acquired/ Disposed

Bolero Resources Corp. Common Shares Duncan, Robert Bruce 4, 5 28/03/2011 10 0.315 2,167,933 10,000 Bolero Resources Corp. Warrants Inwentash, Sheldon 6 06/04/2011 55 0 -500,000 Bombardier Inc. Deferred Stock

Units/Unités d'actions différées

Bérard, André 4 30/08/2010 56 10,194

Bombardier Inc. Deferred Stock Units/Unités d'actions différées

Bérard, André 4 30/08/2010 56 238,983 10,714


Bérard, André 4 15/11/2010 56 10,607


Bérard, André 4 15/11/2010 56 249,592 10,609


Bérard, André 4 14/02/2011 56 7,520


Bérard, André 4 14/02/2011 56 257,115 7,523

Bombardier Inc. Options BRADEEN, RICHARD 5 07/04/2011 51 645,000 -100,000 Bombardier Inc. Subordinate Voting

Shares Classe B/ Class B Shares ( Subordinate Voting)

BRADEEN, RICHARD 5 07/04/2011 51 2.51 124,275 100,000

Bombardier Inc. Subordinate Voting Shares Classe B/ Class B Shares ( Subordinate Voting)

BRADEEN, RICHARD 5 07/04/2011 10 7.06 49,275 -75,000


Represas, Carlos 4 03/09/2010 56 9,631


Represas, Carlos 4 03/09/2010 56 137,225 10,166


Represas, Carlos 4 15/11/2010 56 9,010


Represas, Carlos 4 15/11/2010 56 146,238 9,013


Represas, Carlos 4 14/02/2011 56 6,869


Represas, Carlos 4 14/02/2011 56 153,109 6,871

Bonavista Energy Corporation

Common Share Rights (TURIPS)

Humeniuk, Orest 5 04/04/2011 51 11.83 58,000 -7,500


Common Shares Humeniuk, Orest 5 04/04/2011 51 11.83 85,152 7,500


Common Shares Humeniuk, Orest 5 04/04/2011 10 30.15 77,652 -7,500


Common Shares Knutson, Harry Louis 4 06/04/2011 10 30 25,783 -1,700



Kobelka, Dean Mark 5 01/04/2011 51 11.83 111,000 -7,000


Common Shares Kobelka, Dean Mark 5 01/04/2011 51 11.83 36,801 7,000


Common Shares Kobelka, Dean Mark 5 01/04/2011 10 30 29,801 -7,000


Common Shares MacPhail, Keith A.J. 4, 5 05/04/2011 47 2,706,068 -20,000


Common Shares MacPhail, Keith A.J. 4, 5 05/04/2011 10 29.98 2,696,068 -10,000


Common Shares MacPhail, Keith A.J. 4, 5 05/04/2011 10 29.75 2,686,068 -10,000


Common Shares Poelzer, Ronald J.M. 4, 5 08/04/2011 90 140,069 100,000


Common Shares Poelzer, Ronald J.M. 4, 5 08/04/2011 90 626,863 100,000


Common Shares Poelzer, Ronald J.M. 4, 5 01/04/2011 10 30 650,969 -43,000

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4425


T/O Unit Price


Acquired/ Disposed


Common Shares Poelzer, Ronald J.M. 4, 5 08/04/2011 10 30 600,969 -50,000


Common Shares Poelzer, Ronald J.M. 4, 5 08/04/2011 90 500,969 -100,000


Common Shares Poelzer, Ronald J.M. 4, 5 08/04/2011 90 400,969 -100,000



Robinson, Lynda Julie 5 01/04/2011 51 20.26 97,000 -1,500



Robinson, Lynda Julie 5 04/04/2011 51 20.26 90,500 -6,500


Common Shares Robinson, Lynda Julie 5 01/04/2011 51 20.26 16,822 1,500


Common Shares Robinson, Lynda Julie 5 01/04/2011 10 30.05 15,322 -1,500


Common Shares Robinson, Lynda Julie 5 04/04/2011 51 20.26 21,822 6,500


Common Shares Robinson, Lynda Julie 5 04/04/2011 10 30.2 15,322 -6,500

Breakwater Resources Ltd. Common Shares Babcock, Gordon 7 31/03/2011 30 6.03 2,233 966

Breakwater Resources Ltd. Common Shares carreau, robert 5 31/03/2011 30 6.03 25,550 1,658

Breakwater Resources Ltd. Common Shares Goffaux, Daniel Pierre 5 31/03/2011 30 6.03 9,885 2,487

Breakwater Resources Ltd. Common Shares Hayes, James Steve 5 31/03/2011 30 6.03 23,687 2,487

Breakwater Resources Ltd. Common Shares Hermann, Frederick William 5 31/03/2011 30 6.03 60,278 2,860

Breakwater Resources Ltd. Common Shares Laurie, John Veldon Earl 5 31/03/2011 30 6.03 16,606 1,567

Breakwater Resources Ltd. Common Shares Petroff, David Michael 4 31/03/2011 30 6.03 23,500 1,990

Brigus Gold Corp. (formerly Apollo Gold Corporation)

Options Allen, Richard Dales 5 05/04/2011 50 512,500 112,500


Options Bird, Howard Michael 5 08/04/2011 50 1.465 1,032,068 165,000


Options Dawe, Wade K. 4, 5 05/04/2011 50 1.465 2,349,734 453,333


Options Hatfield, Dana Murray 5 21/03/2011 00


Options Hatfield, Dana Murray 5 05/04/2011 50 350,000


Options Hatfield, Dana Murray 5 05/04/2011 50 350,000 350,000


Options MacEachen, Brian 5 05/04/2011 50 1.465 1,200,824 245,000


Options Williams, Melvyn 5 05/04/2011 50 755,214 231,875

Brixton Metals Corporation Common Shares Kayll, Glen 4 05/04/2011 10 0.215 1,499,998 20,000

Brixton Metals Corporation Common Shares Thompson, Gary Robert 6 01/04/2011 10 0.23 3,626,867 46,000

Brixton Metals Corporation Common Shares Thompson, Gary Robert 6 04/04/2011 10 0.215 3,646,867 20,000

Brompton Advantaged Oil & Gas Income Fund

Trust Units Brompton Advantaged Oil & Gas Income Fund

1 01/03/2011 38 5.91 3,000 3,000



1 01/03/2011 38 5.91 0 -3,000



1 03/03/2011 38 5.94 3,000 3,000



1 03/03/2011 38 5.94 0 -3,000



1 04/03/2011 38 5.9 1,400 1,400

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4426


T/O Unit Price


Acquired/ Disposed



1 04/03/2011 38 5.9 0 -1,400



1 07/03/2011 38 5.95 3,000 3,000



1 07/03/2011 38 5.95 0 -3,000



1 07/03/2011 38 5.9 600 600



1 07/03/2011 38 5.9 0 -600



1 08/03/2011 38 5.9 3,000 3,000



1 08/03/2011 38 5.9 0 -3,000



1 10/03/2011 38 5.86 3,000 3,000



1 10/03/2011 38 5.86 0 -3,000



1 10/03/2011 38 5.81 3,000 3,000



1 10/03/2011 38 5.81 0 -3,000



1 10/03/2011 38 5.8 3,000 3,000



1 10/03/2011 38 5.8 0 -3,000



1 10/03/2011 38 5.77 3,000 3,000



1 10/03/2011 38 5.77 0 -3,000



1 14/03/2011 38 5.8 3,000 3,000



1 14/03/2011 38 5.8 0 -3,000



1 15/03/2011 38 5.75 3,000 3,000



1 15/03/2011 38 5.75 0 -3,000



1 16/03/2011 38 5.77 1,000 1,000



1 16/03/2011 38 5.77 0 -1,000



1 17/03/2011 38 5.8 300 300



1 17/03/2011 38 5.8 0 -300



1 22/03/2011 38 5.92 3,000 3,000



1 22/03/2011 38 5.92 0 -3,000



1 24/03/2011 38 5.9 3,000 3,000



1 24/03/2011 38 5.9 0 -3,000



1 25/03/2011 38 5.85 1,500 1,500



1 25/03/2011 38 5.85 0 -1,500



1 29/03/2011 38 5.85 2,000 2,000



1 29/03/2011 38 5.85 0 -2,000

Brompton Advantaged VIP Income Fund

Units Brompton Advantaged VIP Income Fund

1 04/03/2011 38 10.42 400 400



1 04/03/2011 38 10.42 0 -400



1 23/03/2011 38 10.3 500 500



1 23/03/2011 38 10.3 0 -500



1 31/03/2011 38 10.3 3,000 3,000

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4427


T/O Unit Price


Acquired/ Disposed



1 31/03/2011 38 10.3 0 -3,000

Brompton Oil & Gas Income Fund

Trust Units Brompton Oil & Gas Income Fund

1 01/03/2011 38 5.9 3,000 3,000



1 01/03/2011 38 5.9 0 -3,000



1 03/03/2011 38 5.85 3,000 3,000



1 03/03/2011 38 5.85 0 -3,000



1 04/03/2011 38 5.85 3,000 3,000



1 04/03/2011 38 5.85 0 -3,000



1 07/03/2011 38 5.87 3,000 3,000



1 07/03/2011 38 5.87 0 -3,000



1 08/03/2011 38 5.86 3,000 3,000



1 08/03/2011 38 5.86 0 -3,000



1 09/03/2011 38 5.84 3,000 3,000



1 09/03/2011 38 5.84 0 -3,000



1 10/03/2011 38 5.8 3,000 3,000



1 10/03/2011 38 5.8 0 -3,000



1 10/03/2011 38 5.75 6,000 6,000



1 10/03/2011 38 5.75 0 -6,000



1 10/03/2011 38 5.7 4,100 4,100



1 10/03/2011 38 5.7 0 -4,100



1 11/03/2011 38 5.7 3,000 3,000



1 11/03/2011 38 5.7 0 -3,000



1 15/03/2011 38 5.64 1,700 1,700



1 15/03/2011 38 5.64 0 -1,700



1 22/03/2011 38 5.85 3,000 3,000



1 22/03/2011 38 5.85 0 -3,000



1 24/03/2011 38 5.85 3,000 3,000



1 24/03/2011 38 5.85 0 -3,000



1 25/03/2011 38 5.85 3,000 3,000



1 25/03/2011 38 5.85 0 -3,000



1 28/03/2011 38 5.85 3,000 3,000



1 28/03/2011 38 5.85 0 -3,000



1 29/03/2011 38 5.75 2,200 2,200



1 29/03/2011 38 5.75 0 -2,200

Brompton VIP Income Fund Trust Units Brompton VIP Income Fund 1 04/03/2011 38 9.8 3,000 3,000

Brompton VIP Income Fund Trust Units Brompton VIP Income Fund 1 04/03/2011 38 9.8 0 -3,000


Insider Reporting

April 15, 2011 (2011) 34 OSCB 4428


T/O Unit Price


Acquired/ Disposed






Brompton VIP Income Fund Trust Units Brompton VIP Income Fund 1 14/03/2011 38 3.39 3,000











Brookfield Asset Management Inc.

Common Shares Class A Limited Voting

Blattman, Barry S. 7 31/03/2011 51 15.724 11,250 11,250


Common Shares Class A Limited Voting

Blattman, Barry S. 7 31/03/2011 10 32.269 0 -11,250


Options Blattman, Barry S. 7 31/03/2011 51 15.724 -11,250


Options Blattman, Barry S. 7 31/03/2011 51 15.724 1,633,750 -11,250


Deferred Share Units Coutu, Marcel R. 4 28/02/2011 30 32.96 13,115 51


Deferred Share Units Coutu, Marcel R. 4 31/03/2011 56 31.51 13,809 694


Deferred Share Units Eyton, J. Trevor 4 28/02/2011 30 32.96 8,818 35


Deferred Share Units Eyton, J. Trevor 4 31/03/2011 56 31.51 9,413 595


Deferred Share Units Gray, James K. 4 28/02/2011 30 32.96 36,038 141


Deferred Share Units Gray, James K. 4 31/03/2011 56 31.51 36,633 595


Deferred Share Units Kempston Darkes, V. Maureen

4 28/02/2011 30 32.96 17,232 67


Deferred Share Units Kempston Darkes, V. Maureen

4 31/03/2011 56 31.51 18,422 1,190


Deferred Share Units Kerr, David Wylie 4 28/02/2011 30 32.96 7,981 32


Deferred Share Units Kerr, David Wylie 4 31/03/2011 56 31.51 8,576 595


Deferred Share Units Liebman, Lance Malcolm 4 28/02/2011 30 32.96 14,433 56


Deferred Share Units Liebman, Lance Malcolm 4 31/03/2011 56 31.51 15,088 655


Deferred Share Units Lind, Philip Bridgman 4 28/02/2011 30 32.96 51,917 203


Deferred Share Units Lind, Philip Bridgman 4 11/03/2011 56 31.51 1,190


Deferred Share Units Lind, Philip Bridgman 4 31/03/2011 56 31.51 53,107 1,190


Deferred Share Units McCain, George Wallace Ferguson

4 28/02/2011 30 32.96 27,930 109

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4429


T/O Unit Price


Acquired/ Disposed


Deferred Share Units McCain, George Wallace Ferguson

4 31/03/2011 56 31.51 28,525 595


Deferred Share Units McKenna, Frank 4 28/02/2011 30 32.96 21,771 85


Deferred Share Units McKenna, Frank 4 31/03/2011 56 31.51 24,548 2,777


Deferred Share Units MINTZ, JACK MAURICE 4 28/02/2011 30 32.96 32,264 126


Deferred Share Units MINTZ, JACK MAURICE 4 31/03/2011 56 31.51 32,859 595


Deferred Share Units Nasr, Youssef 8 28/02/2011 30 32.96 378 1


Deferred Share Units Nasr, Youssef 8 31/03/2011 56 31.51 973 595


Deferred Share Units Pattison, James A. 4 28/02/2011 30 32.96 23,068 90


Deferred Share Units Pattison, James A. 4 31/03/2011 56 31.51 24,258 1,190


Deferred Share Units Taylor, George Simpson 4 28/02/2011 30 32.96 45,991 180


Deferred Share Units Taylor, George Simpson 4 31/03/2011 56 31.51 46,586 595

Brookfield New Horizons Income Fund

Units BAM Investments Corp. 3 01/04/2011 00 6,100,000


Units Brookfield Asset Management Inc.

3 01/04/2011 00 349,015


Units Cecil, Gail Nancy 7 01/04/2011 00 1,500


Units Cecil, Gail Nancy 7 01/04/2011 00 1,000


Units Gorgi, Derek Edward 6 01/04/2011 00 200


Units Homeserve Technologies Inc.

3 01/04/2011 00 3,500,000


Units Lawson, Brian 6 01/04/2011 00 2,000










Units Lim, Nickolas 7 01/04/2011 00 5,000


Units Myhal, George 7 01/04/2011 00 101,000


Units Myhal, George 7 01/04/2011 00 1,000


Units Thompson, Jay Northway 7 01/04/2011 00 2,500


Units Thompson, Jay Northway 7 01/04/2011 00 200


Units West Street Capital Corporation

3 01/04/2011 00 2,400,000

Brookfield Residential Properties Inc.

Common Shares Brookfield Asset Management Inc.

3 31/03/2011 00 41,158,120


Common Shares Brookfield Properties Corporation

3 31/03/2011 00 51,500,000


Common Shares Cockwell, Ian G. 4, 5 31/03/2011 00


Common Shares Cockwell, Ian G. 4, 5 31/03/2011 22 999,332 999,332


Deferred Share Units Cockwell, Ian G. 4, 5 31/03/2011 00


Deferred Share Units Cockwell, Ian G. 4, 5 31/03/2011 22 362,743 362,743


Options Cockwell, Ian G. 4, 5 31/03/2011 00


Options Cockwell, Ian G. 4, 5 31/03/2011 22 764,901 764,901

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4430


T/O Unit Price


Acquired/ Disposed






Common Shares Flatt, J. Bruce 6 31/03/2011 00 27,560


Common Shares Laurie, Craig J. 5 31/03/2011 00


Common Shares Laurie, Craig J. 5 31/03/2011 22 2,363 2,363


Deferred Share Units Laurie, Craig J. 5 31/03/2011 00


Deferred Share Units Laurie, Craig J. 5 31/03/2011 22 12,489 12,489


Options Laurie, Craig J. 5 31/03/2011 00


Options Laurie, Craig J. 5 31/03/2011 22 224,881 224,881


Options Laurie, Craig J. 5 31/03/2011 22 298,311 73,430


Common Shares Lehman, Bruce Todd 4 31/03/2011 00


Common Shares Lehman, Bruce Todd 4 31/03/2011 22 1,529 1,529


Common Shares Norris, Alan 4, 5 31/03/2011 00


Common Shares Norris, Alan 4, 5 31/03/2011 22 2,294 2,294


Common Shares Price, Timothy Robert 4 03/03/2011 00


Common Shares Price, Timothy Robert 4 31/03/2011 22 15,116 15,116


Common Shares Sherman, David Michael 4 31/03/2011 00


Common Shares Sherman, David Michael 4 31/03/2011 22 6,501 6,501


Deferred Share Units Sherman, David Michael 4 31/03/2011 00


Deferred Share Units Sherman, David Michael 4 31/03/2011 22 57,972 57,972


Common Shares Stelzl, Robert L. 4 31/03/2011 00


Common Shares Stelzl, Robert L. 4 31/03/2011 22 2,753 2,753


Deferred Share Units Stelzl, Robert L. 4 31/03/2011 00


Deferred Share Units Stelzl, Robert L. 4 31/03/2011 22 51,628 51,628


Common Shares Young, Michael D'Arcy 4 31/03/2011 00


Common Shares Young, Michael D'Arcy 4 31/03/2011 22 6,501 6,501

Buhler Industries Inc. Common Shares Buhler, John 3, 4 05/04/2011 10 6.05 425,753 -34,870 Buhler Industries Inc. Common Shares Buhler, John 3, 4 05/04/2011 10 6.05 57,800 21,800 Buhler Industries Inc. Common Shares Buhler, John 3, 4 05/04/2011 10 6.02 44,740 -13,060 Buhler Industries Inc. Common Shares Buhler, John 3, 4 07/04/2011 10 6.12 46,340 1,600 Buhler Industries Inc. Common Shares Buhler, John 3, 4 08/04/2011 10 6.12 46,740 400 BURCON NUTRASCIENCE CORPORATION

Common Shares Law, Dorothy Kam To 5 11/03/2011 10 9.75 -5,000

BURCON NUTRASCIENCE CORPORATION

Common Shares Law, Dorothy Kam To 5 31/03/2011 10 9.75 233,907 -5,000


Common Shares Law, Dorothy Kam To 5 04/04/2011 10 9.92 233,707 -200





Insider Reporting

April 15, 2011 (2011) 34 OSCB 4431


T/O Unit Price


Acquired/ Disposed


Common Shares Law, Dorothy Kam To 5 07/04/2011 10 10 228,407 -1,500




Common Shares Westdal, Paul 4 31/03/2011 10 9.47 413,567 -500


Common Shares Westdal, Paul 4 31/03/2011 10 9.75 413,067 -500


Common Shares willardsen, randy 5 31/03/2011 10 10.15 348,900 -5,000


Common Shares willardsen, randy 5 01/04/2011 10 10.2 343,900 -5,000

C.A. Bancorp Canadian Realty Finance Corporation

Class A Shares C.A. Bancorp Canadian Realty Finance Corporation

1 03/03/2011 38 6.75 2,000 2,000



1 03/03/2011 38 6.75 0 -2,000



1 04/03/2011 38 6.75 2,000 2,000



1 04/03/2011 38 6.75 0 -2,000



1 09/03/2011 38 6.0604 2,500 2,500



1 09/03/2011 38 6.0604 0 -2,500



1 10/03/2011 38 6.0488 2,500 2,500



1 10/03/2011 38 6.0488 0 -2,500



1 10/03/2011 38 5.8672 2,500 2,500



1 10/03/2011 38 5.8672 0 -2,500



1 11/03/2011 38 5.98 2,500 2,500



1 11/03/2011 38 5.98 0 -2,500



1 16/03/2011 38 5.6985 2,000 2,000



1 16/03/2011 38 5.6985 0 -2,000



1 17/03/2011 38 5.95 2,000 2,000



1 17/03/2011 38 5.95 0 -2,000



1 18/03/2011 38 5.9175 2,000 2,000



1 18/03/2011 38 5.9175 0 -2,000

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4432


T/O Unit Price


Acquired/ Disposed



1 23/03/2011 38 5.749 2,000 2,000



1 23/03/2011 38 5.749 0 -2,000



1 24/03/2011 38 5.877 2,000 2,000



1 24/03/2011 38 5.877 0 -2,000



1 25/03/2011 38 5.997 2,000 2,000



1 25/03/2011 38 5.997 0 -2,000

C.A. Bancorp Inc. Common Shares Brands, Kurt 5 16/08/2007 10 2.25 3,000 C.A. Bancorp Inc. Common Shares Brands, Kurt 5 16/08/2007 10 2.25 3,100 3,100 C.A. Bancorp Inc. Common Shares Brands, Kurt 5 01/04/2011 10 2.07 24,200 7,000 C.A. Bancorp Inc. Common Shares Brands, Kurt 5 04/04/2011 10 2.07 25,900 1,700 Cache Exploration Inc. Common Shares Janda, Sonny 4 31/03/2011 00 35,000 Cache Exploration Inc. Common Shares Yuen, Carmen, Ga-Men 5 31/03/2011 00 85,000 Cache Exploration Inc. Warrants Yuen, Carmen, Ga-Men 5 31/03/2011 00 35,000 Cadillac Mining Corporation Common Shares Audet, Andre Joseph 3, 4, 5 01/04/2011 51 0.1 3,090,285 450,000

Cadillac Mining Corporation Options Audet, Andre Joseph 3, 4, 5 01/04/2011 51 0.1 0 -450,000

Cadillac Mining Corporation Common Shares Erickson, Victor Frederic 3, 4, 5 01/04/2011 51 0.1 2,311,285 690,000

Cadillac Mining Corporation Options Erickson, Victor Frederic 3, 4, 5 01/04/2011 51 0.1 0 -690,000

Cadillac Mining Corporation Common Shares Sorenson, Larry Dennis 5 31/05/2006 00

Cadillac Mining Corporation Common Shares Sorenson, Larry Dennis 5 01/04/2011 51 0.1 200,000 200,000

Cadillac Mining Corporation Options Sorenson, Larry Dennis 5 01/04/2011 51 0.1 0 -200,000

CAE Inc. Deferred Share Units Barents, Brian 4 31/03/2011 56 46,086 1,900 CAE Inc. Deferred Share Units Craig, John A. 4 31/03/2011 56 49,315 1,423 CAE Inc. Deferred Share Units Emerson, Harry Garfield 4 31/03/2011 56 69,478 998 CAE Inc. Deferred Share Units Fell, Anthony S. 4 31/03/2011 56 75,917 2,286 CAE Inc. Deferred Share Units Fortier, Michael M 4 31/03/2011 56 4,918 1,772 CAE Inc. Deferred Share Units Gagne, Paul Ernest 4 31/03/2011 56 46,086 1,900 CAE Inc. Deferred Share Units Hankinson, James Floyd 4 31/03/2011 56 79,852 1,859 CAE Inc. Deferred Share Units Jayne II, E. Randolph 4 31/03/2011 56 68,988 996 CAE Inc. Deferred Share Units Lacroix, Robert 4 31/03/2011 56 41,940 1,887 CAE Inc. Deferred Share Units Manley, John Paul 4 31/03/2011 56 22,796 1,828 CAE Inc. Deferred Share Units Schoomaker, Peter J. 4 31/03/2011 56 20,745 1,821 CAE Inc. Deferred Share Units Stevenson, Katharine

Berghuis 4 31/03/2011 56 31,563 1,855

CAE Inc. Deferred Share Units STEVENSON, Lawrence N. 4 31/03/2011 56 53,861 1,730

CAE Inc. Deferred Share Units Wilson, Lynton Ronald 5 31/03/2011 56 23,132 72 Calian Technologies Ltd. Common Shares Calian Technologies Ltd 1 28/03/2011 38 18.25 1,000 1,000 Calian Technologies Ltd. Common Shares Calian Technologies Ltd 1 28/03/2011 38 0 -1,000 Calian Technologies Ltd. Common Shares Calian Technologies Ltd 1 29/03/2011 38 18.2 100 100 Calian Technologies Ltd. Common Shares Calian Technologies Ltd 1 29/03/2011 38 0 -100 Calian Technologies Ltd. Common Shares Calian Technologies Ltd 1 31/03/2011 38 18.2 300 300 Calian Technologies Ltd. Common Shares Calian Technologies Ltd 1 31/03/2011 38 0 -300 Calian Technologies Ltd. Common Shares Thera, Patrick Joseph 5 04/04/2011 00 2,000 Calian Technologies Ltd. Options Thera, Patrick Joseph 5 04/04/2011 00 15,000 Calloway Real Estate Investment Trust

Deferred Units Munn, Bart Scott 5 28/03/2011 46 21.03 81,111 5,592

Calloway Real Estate Investment Trust

Deferred Units Munn, Bart Scott 5 28/03/2011 46 24.03 93,435 12,324

Calmena Energy Services Inc. (formerly BlackWatch Energy Services Corp.)

Common Shares Brown, David Walter Edward

5 30/03/2011 10 0.63 69,020 -50,000

Canaccord Financial Inc. Common Shares Witney, Simon 5 28/03/2011 10 14.209 5,280 -1,100 Canaco Resources Inc. Options Heidema, Jeffrey Herman 5 07/04/2011 50 4.84 300,000 300,000

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4433


T/O Unit Price


Acquired/ Disposed

Canadian Apartment Properties Real Estate Investment Trust

Rights Deferred Units Burke, Harold 4 31/03/2011 30 18.91 5,640 1,514

Canadian Energy Services & Technology Corp.

Common Shares Zinger, Kenneth Earl 5 31/03/2011 10 34.5 488,300 -5,000




Common Shares Zinger, Kenneth Earl 5 01/04/2011 10 34.8 482,800 -500












Common Shares Zinger, Kenneth Earl 5 05/04/2011 10 35 457,000 -9,900

Canadian High Income Equity Fund

Units Canadian High Income Equity Fund

1 09/03/2011 38 12.05 3,000 3,000



1 09/03/2011 38 12.05 0 -3,000



1 10/03/2011 38 12 3,000 3,000



1 10/03/2011 38 12 0 -3,000



1 10/03/2011 38 11.95 3,000 3,000



1 10/03/2011 38 11.95 0 -3,000



1 11/03/2011 38 11.9 2,100 2,100



1 11/03/2011 38 11.9 0 -2,100



1 14/03/2011 38 11.9 3,000 3,000



1 14/03/2011 38 11.9 0 -3,000



1 15/03/2011 38 11.9 3,000 3,000



1 15/03/2011 38 11.9 0 -3,000



1 18/03/2011 38 11.95 800 800



1 18/03/2011 38 11.95 0 -800



1 28/03/2011 38 12 1,100 1,100



1 28/03/2011 38 12 0 -1,100



1 29/03/2011 38 12 3,000 3,000



1 29/03/2011 38 12 0 -3,000

Canadian Imperial Bank of Commerce

Common Shares McCaughey, Gerald T 4, 5 04/04/2011 51 70 104,358 100,000


Common Shares McCaughey, Gerald T 4, 5 04/04/2011 10 84.57 4,358 -100,000


Options McCaughey, Gerald T 4, 5 04/04/2011 51 479,824 -100,000

Canadian National Railway Company

Common Shares Canadian National Railway Company

1 01/03/2011 38 72.597 150,000 50,000



1 01/03/2011 38 73.141 200,000 50,000



1 02/03/2011 38 72.737 200,000 50,000



1 03/03/2011 38 73.407 200,000 50,000



1 03/03/2011 38 66.467 250,000 50,000

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4434


T/O Unit Price


Acquired/ Disposed



1 04/03/2011 38 200,000 -50,000



1 04/03/2011 38 73.82 250,000 50,000



1 07/03/2011 38 200,000 -50,000



1 07/03/2011 38 74 250,000 50,000



1 08/03/2011 38 200,000 -50,000



1 08/03/2011 38 74.474 250,000 50,000



1 08/03/2011 38 200,000 -50,000



1 09/03/2011 38 150,000 -50,000



1 09/03/2011 38 74.626 200,000 50,000



1 10/03/2011 38 150,000 -50,000



1 10/03/2011 38 73.684 200,000 50,000



1 10/03/2011 38 66.869 1,200,000 1,000,000



1 11/03/2011 38 1,150,000 -50,000



1 11/03/2011 38 74.087 1,200,000 50,000



1 14/03/2011 38 1,150,000 -50,000



1 14/03/2011 38 73.524 1,200,000 50,000



1 15/03/2011 38 1,150,000 -50,000



1 15/03/2011 38 72.231 1,200,000 50,000



1 15/03/2011 38 200,000 -1,000,000



1 15/03/2011 38 65.9 1,200,000 1,000,000



1 16/03/2011 38 1,150,000 -50,000



1 16/03/2011 38 71.563 1,200,000 50,000



1 17/03/2011 38 1,150,000 -50,000



1 17/03/2011 38 72.515 50,000



1 17/03/2011 38 72.515 1,200,000 50,000



1 18/03/2011 38 1,150,000 -50,000



1 18/03/2011 38 73.141 1,200,000 50,000



1 18/03/2011 38 200,000 -1,000,000



1 21/03/2011 38 150,000 -50,000



1 21/03/2011 38 74.277 210,000 60,000



1 22/03/2011 38 72.515 50,000



1 22/03/2011 38 160,000 -50,000



1 22/03/2011 38 73.774 220,000 60,000



1 23/03/2011 38 170,000 -50,000



1 23/03/2011 38 120,000 -50,000



1 23/03/2011 38 73.412 180,000 60,000

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4435


T/O Unit Price


Acquired/ Disposed



1 24/03/2011 38 120,000 -60,000



1 24/03/2011 38 73.521 180,000 60,000



1 25/03/2011 38 120,000 -60,000



1 25/03/2011 38 74.132 172,700 52,700



1 28/03/2011 38 112,700 -60,000



1 29/03/2011 38 52,700 -60,000



1 30/03/2011 38 0 -52,700

Canadian Natural Resources Limited

Common Shares Best, Catherine May 4 01/04/2011 46 48.22 21,228 1,000


Common Shares Bieber, Corey B. 5 11/03/2011 51 29.925 6,000 6,000


Common Shares Bieber, Corey B. 5 11/03/2011 10 45.54 0 -6,000


Options Bieber, Corey B. 5 11/03/2011 59 29.925 -6,000


Options Bieber, Corey B. 5 11/03/2011 51 29.925 177,000 -6,000


Common Shares Cusson, Réal, Michel 5 05/04/2011 10 48.19 668,385 -23,400


Common Shares Davis, Randall Scott 5 05/04/2011 90 0 -76,338


Common Shares Davis, Randall Scott 5 05/04/2011 90 78,338 76,338


Common Shares knight, allen matthew 5 05/04/2011 10 48 562,584 -8,000


Common Shares Laut, Stephen W. 5 30/03/2011 10 48.17 1,961,205 10


Common Shares Laut, Stephen W. 5 30/03/2011 47 48.17 1,961,195 -10


Common Shares MacPhail, Keith A.J. 4 01/04/2011 46 48.22 436,588 1,000


Common Shares Palmer, James Simpson 4 01/04/2011 46 48.22 46,870 1,000


Options Stevens, Lyle Gordon 5 14/01/2011 51 29.925 -3,300


Options Stevens, Lyle Gordon 5 14/03/2011 51 29.925 816,700 -3,300


Common Shares Tuer, David 4 01/04/2011 46 48.22 53,508 1,000

Canadian Oil Recovery & Remediation Enterprises Ltd.

Warrants Dahlawi, Hassan Mohammed Jamil

4 08/04/2011 54 0.2 5,019,767 937,500


Warrants Dahlawi, Hassan Mohammed Jamil

4 08/04/2011 16 0.2 4,082,267 -937,500


Common Shares Gress, Alexander Edward 4 04/04/2011 10 0.475 814,666 1,000


Common Shares Lorenzo, John Michael 4 01/04/2011 10 0.48 1,636,929 6,000


Common Shares Lorenzo, John Michael 4 04/04/2011 10 0.48 1,637,429 500

Canadian Pacific Railway Limited

Rights DSU Cleghorn, John Edward 4 04/04/2011 56 62.49 31,309 1,120


Rights DSU Faithfull, Timothy W. 4 04/04/2011 56 63.83 26,595 539


Rights DSU Hoeg, Krystyna 4 04/04/2011 56 62.49 13,520 570


Rights DSU Kelly, Richard Charles 4 04/04/2011 56 63.83 8,959 365


Rights DSU Manley, John Paul 4 04/04/2011 56 62.49 14,272 636


Rights DSU Morgan, Linda 4 04/04/2011 56 63.83 17,431 582

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4436


T/O Unit Price


Acquired/ Disposed


Rights DSU PAQUIN, MADELEINE 4 04/04/2011 56 62.49 20,828 354


Rights DSU Phelps, Michael E.J. 4 04/04/2011 56 62.49 17,128 200


Rights DSU Phillips, Roger 4 04/04/2011 56 62.49 33,684 636


Rights DSU Raisbeck, David 4 04/04/2011 56 63.83 6,121 497


Rights DSU Richardson, Hartley T. 4 04/04/2011 56 62.49 16,224 508


Rights DSU Wright, Michael W. 4 04/04/2011 56 63.83 38,820 666

Canadian Tire Corporation, Limited

Deferred Share Units Aitchison, Iain Cameron 4 31/03/2011 30 62.758 2,602 310


Deferred Share Units Currie, Peter William 4 31/03/2011 30 62.758 4,281 314


Deferred Share Units Domelle, Brian 4 31/03/2011 30 62.758 6,605 478


Deferred Share Units Franklin, Robert 4, 7 31/03/2011 30 62.758 4,209 239


Deferred Share Units Gostlin, Keith 4, 6 31/03/2011 30 62.758 14,407 621


Non-Voting Shares Class A

McCann, Dean Charles 7, 5 29/03/2011 10 63.3 -100









McCann, Dean Charles 7, 5 29/03/2011 10 63.3 -1,100












McCann, Dean Charles 7, 5 30/03/2011 10 63.3 764,066 -100









McCann, Dean Charles 7, 5 30/03/2011 10 63.3 762,766 -1,100












Pasternak, Stanley William 3 25/02/2011 00 880



Pasternak, Stanley William 3 25/02/2011 90 0 -880



Pasternak, Stanley William 3 25/02/2011 00 9,172



Pasternak, Stanley William 3 25/02/2011 90 10,052 880


Deferred Share Units Potter, Frank 4, 7 31/03/2011 30 62.758 8,300 239


Deferred Share Units Price, Timothy Robert 4 31/03/2011 30 62.758 7,875 478


Deferred Share Units Riley, James Albert 4 31/03/2011 30 62.758 14,504 675


Deferred Share Units Saunders, Peter Bryce 4 31/03/2011 30 62.758 2,575 326


Deferred Share Units Savage, Graham William 4, 7 31/03/2011 30 62.758 5,433 239

Canadian Utilities Limited Non-Voting Shares Class A

Canadian Utilities Limited 1 01/03/2011 38 51.41 1,000


Canadian Utilities Limited 1 01/03/2011 38 50.41 1,000 1,000

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4437


T/O Unit Price


Acquired/ Disposed


Canadian Utilities Limited 1 01/03/2011 38 0 -1,000













Canadian Western Bank Rights Deferred Share Units

Bellstedt, Albrecht Wilhelm Albert

4 04/04/2011 56 31.103 2,944 1,286

Canadian Western Bank Common Shares Davies, Diane Marie 5 01/04/2011 00 24,884 Canadian Western Bank Common Shares Davies, Diane Marie 5 01/04/2011 00 9,444 Canadian Western Bank Options Davies, Diane Marie 5 01/04/2011 00 11,862 Canadian Western Bank Rights Restricted Share

Units Davies, Diane Marie 5 01/04/2011 00 2,346


Jackson, Allan William 4 04/04/2011 56 31.103 10,763 5,787


Leaney, Wendy Ann 4 04/04/2011 56 31.103 2,944 1,286


Manning, Robert Adrian 4 04/04/2011 56 31.103 4,417 1,929


McGavin, Gerald Allan Bell 4 04/04/2011 56 31.103 2,944 1,286

Canadian Western Bank Common Shares Morrison, Peter Kenneth 5 31/03/2011 35 30.24 8,160 34 Canadian Western Bank Rights Deferred Share

Units Pechet, Howard E. 4 04/04/2011 56 31.103 2,944 1,286


Phillips, Robert L. 4 04/04/2011 56 31.103 2,944 1,286


Protti, Raymond Joseph 4 04/04/2011 56 31.103 2,944 1,286


Reid, Ian MacNevin 4 03/03/2011 00


Reid, Ian MacNevin 4 04/04/2011 56 31.103 2,572 2,572


Riley, Sanford 4 03/03/2011 00


Riley, Sanford 4 04/04/2011 56 31.103 2,572 2,572


Rowe, Alan Macdonald 4 04/04/2011 56 31.103 5,889 2,572


Shell, Arnold Joseph 4 04/04/2011 56 31.103 5,889 2,572

Canadian Western Bank Common Shares Young, Brian 5 04/04/2011 10 31.45 50,196 -400 Cancor Mines Inc. Common Shares Crevier, David 3, 4 04/04/2011 10 0.14 9,433,391 5,000 Cancor Mines Inc. Common Shares Crevier, David 3, 4 05/04/2011 10 0.12 9,453,391 20,000 Cancor Mines Inc. Common Shares Crevier, David 3, 4 06/04/2011 10 0.12 9,455,391 2,000 Cancor Mines Inc. Common Shares Crevier, David 3, 4 07/04/2011 10 0.12 9,463,391 8,000 Cangene Corporation Common Shares Cangene Corporation 1 31/03/2011 10 2.94 3,587,700 71,400 Canso Credit Income Fund Exposure to Issuer

through Canso Income Fund

Mudie, Gail Roberta 7 31/03/2011 70 5.1896 11,608 48

Canuc Resources Corporation

Common Shares Berlet, Christopher James 4 05/04/2011 16 0.2 2,358,000 150,000


Warrants Berlet, Christopher James 4 05/04/2011 15 658,000 150,000


Common Shares Hinde Gold Fund 3 02/04/2011 10 0.185 6,348,500 21,500


Warrants Hinde Gold Fund 3 02/09/2010 00 500,000


Common Shares Lohman, Gary Howard Tracy

5 05/04/2011 16 0.2 775,000 100,000


Warrants Lohman, Gary Howard Tracy

5 05/04/2011 16 460,000 100,000

CanWel Building Materials Group Ltd. (formerly, Canwel Holdings Corporation)

Common Shares Doman, Rupinder (Rob) Singh

5 30/03/2011 57 167,055 8,333

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4438


T/O Unit Price


Acquired/ Disposed



5 30/03/2011 90 25,997 -141,058



5 30/03/2011 99 8,333 -17,664



5 01/02/2010 00



5 30/03/2011 99 17,664 17,664



5 30/03/2011 90 189,058 141,058


Restricted Equity Common Share Units

Doman, Rupinder (Rob) Singh

5 30/03/2011 56 25,000 25,000



Doman, Rupinder (Rob) Singh

5 30/03/2011 57 16,667 -8,333


Common Shares Hope, Nicholas Martin Griffiths

5 30/03/2011 57 68,928 12,160



Hope, Nicholas Martin Griffiths

5 30/03/2011 56 6,965




5 30/03/2011 56 6,965




5 30/03/2011 56 -12,160




5 30/03/2011 56 -12,160




5 30/03/2011 56 12,160 6,965




5 30/03/2011 57 0 -12,160

Capstone Mining Corp. Common Shares Sagman, John Edward Arnold

5 01/04/2011 00 3,100

Capstone Mining Corp. Options Sagman, John Edward Arnold

5 01/04/2011 00 300,000

Carlisle Goldfields Limited Common Shares Smeenk, Frank Cornelius 4 01/04/2011 10 0.3 695,000 -5,000 Carmanah Technologies Corporation

Common Shares Berrang, Peter Gottfried 4 31/03/2011 46 0.53 8,750 2,500

Carmanah Technologies Corporation

Rights Rights Performance Stock Units

Berrang, Peter Gottfried 4 31/03/2011 30 0.53 5,000 -2,500


Common Shares Cruickshank, Robert 4 31/03/2011 46 0.53 79,250 2,500


Rights Rights Performance Stock Units

Cruickshank, Robert 4 31/03/2011 57 1,250 -2,500

Carpathian Gold Inc. Deferred Share Unit Carvalho, Julio Lameiras 4 05/04/2011 56 46,312 26,064 Carpathian Gold Inc. Deferred Share Unit Danziger, David 4 17/09/2010 00

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4439


T/O Unit Price


Acquired/ Disposed

Carpathian Gold Inc. Deferred Share Unit Danziger, David 4 05/04/2011 56 15,848 15,848 Carpathian Gold Inc. Deferred Share Unit Lehner, Peter Stephan 4, 6, 5 05/04/2011 56 70,413 39,628 Carpathian Gold Inc. Deferred Share Unit Mars, Patrick James 4 05/04/2011 56 46,120 25,665 Cascadero Copper Corporation

Common Shares McWilliam, William James 4, 5 31/03/2011 10 0.18 225,500 150,000

Cascadero Copper Corporation


Cascadero Copper Corporation


Cascades Inc. Common Shares Cascades inc. 1 11/03/2011 38 7.25 42,200 42,200 Cascades Inc. Common Shares Cascades inc. 1 11/03/2011 38 0 -42,200 Cascades Inc. Common Shares Cascades inc. 1 14/03/2011 38 7.18 63,763 63,763 Cascades Inc. Common Shares Cascades inc. 1 14/03/2011 38 0 -63,763 Cascades Inc. Common Shares Cascades inc. 1 15/03/2011 38 7.14 42,900 42,900 Cascades Inc. Common Shares Cascades inc. 1 15/03/2011 38 0 -42,900 Cascades Inc. Common Shares Cascades inc. 1 16/03/2011 38 7.18 20,200 20,200 Cascades Inc. Common Shares Cascades inc. 1 16/03/2011 38 0 -20,200 Cascades Inc. Common Shares Cascades inc. 1 18/03/2011 38 7.48 4,800 4,800 Cascades Inc. Common Shares Cascades inc. 1 18/03/2011 38 0 -4,800 Castle Resources Inc. Common Shares Szustak, Eric 5 30/03/2011 54 0.2 75,000 25,000 Castle Resources Inc. Warrants Szustak, Eric 5 30/03/2011 54 0.2 0 -25,000 Catalyst Paper Corporation Common Shares Third Avenue Management

LLC3 01/04/2011 10 0.33 52,398,415 44,200

Cathedral Energy Services Ltd.

Common Shares MACFARLANE, PETER SCOTT

5 07/04/2011 10 9.6 286,625 -10,000

Cathedral Energy Services Ltd.

Common Shares MACFARLANE, PETER SCOTT

5 08/04/2011 10 9.65 271,425 -15,200

CCL Industries Inc. Rights Deferred Share Units

Bayly, George Vail 4 31/03/2011 56 31.49 2,567 14


Block, Paul J. 4 31/03/2011 56 31.49 5,344 276


GRANT, JON 4 31/03/2011 56 31.49 2,063 11


Guillet, Edward 4 31/03/2011 56 31.49 5,841 32


Horn, Alan Douglas 4 31/03/2011 56 31.49 9,536 307


Lang, Stuart W. 4 31/03/2011 56 31.49 2,062 10


Muzyka, Douglas W. 4 31/03/2011 56 31.49 10,143 56


Peddie, Tom 4 31/03/2011 56 31.49 19,332 361

Celestica Inc. Deferred Share Units Crandall, Robert 4 31/03/2011 56 10.72 302,810 9,328 Celestica Inc. Deferred Share Units DiMaggio, Dan 4 31/03/2011 56 10.72 39,988 5,480 Celestica Inc. Deferred Share Units Etherington, William 4 31/03/2011 56 10.72 166,646 5,714 Celestica Inc. Deferred Share Units Koellner, Laurette 4 31/03/2011 56 10.72 69,016 4,139 Celestica Inc. Deferred Share Units Ryan, Eamon 4 31/03/2011 56 10.72 98,794 5,247 Cell-Loc Location Technologies Inc.

Common Shares Walkervale Holdings Inc. 3, 4 25/01/2011 10 0.0699 3,558,000 -10,000

Celtic Exploration Ltd. Common Shares Franks, Alan G. 5 01/04/2011 30 21.14 11,414 55 Celtic Exploration Ltd. Common Shares Lalani, Sadiq 5 01/04/2011 30 21.15 12,566 60 Celtic Exploration Ltd. Common Shares Shea, Michael 5 01/04/2011 30 21.15 11,662 55 Celtic Exploration Ltd. Common Shares Wilson, David John 3, 4, 5 01/04/2011 30 21.14 13,383 65 Cenovus Energy Inc. Deferred Share Units Daniel, Patrick Darold 4 31/03/2011 56 38.21 110,899 176 Cenovus Energy Inc. Deferred Share Units Delaney, Ian William 4 31/03/2011 56 38.21 140,842 363 Cenovus Energy Inc. Common Shares McIntosh, Sheila 5 01/04/2011 51 26.64 23,700 3,000 Cenovus Energy Inc. Common Shares McIntosh, Sheila 5 01/04/2011 10 38.88 20,700 -3,000 Cenovus Energy Inc. Options McIntosh, Sheila 5 30/03/2011 59 26.64 289,438 -3,000 Cenovus Energy Inc. Options McIntosh, Sheila 5 01/04/2011 51 26.64 286,438 -3,000 Cenovus Energy Inc. Deferred Share Units Nielsen, Valerie Anne

Abernethy 4 31/03/2011 56 38.21 140,372 353

Cenovus Energy Inc. Common Shares Ruste, Ivor Melvin 5 04/04/2011 51 26.27 23,380 12,600 Cenovus Energy Inc. Common Shares Ruste, Ivor Melvin 5 04/04/2011 10 38.68 10,780 -12,600 Cenovus Energy Inc. Common Shares Ruste, Ivor Melvin 5 04/04/2011 51 32.96 75,155 64,375 Cenovus Energy Inc. Common Shares Ruste, Ivor Melvin 5 04/04/2011 10 38.68 10,780 -64,375 Cenovus Energy Inc. Common Shares Ruste, Ivor Melvin 5 04/04/2011 51 26.32 39,280 28,500 Cenovus Energy Inc. Common Shares Ruste, Ivor Melvin 5 04/04/2011 10 38.68 10,780 -28,500 Cenovus Energy Inc. Options Ruste, Ivor Melvin 5 04/04/2011 51 26.27 295,375 -12,600 Cenovus Energy Inc. Options Ruste, Ivor Melvin 5 04/04/2011 51 32.96 231,000 -64,375 Cenovus Energy Inc. Options Ruste, Ivor Melvin 5 04/04/2011 51 26.32 202,500 -28,500 Cenovus Energy Inc. Common Shares Thomas, Wayne Richard 5 31/03/2011 51 26.64 6,923 2,200 Cenovus Energy Inc. Common Shares Thomas, Wayne Richard 5 31/03/2011 10 38.37 4,723 -2,200 Cenovus Energy Inc. Common Shares Thomas, Wayne Richard 5 31/03/2011 51 26.64 5,223 500

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4440


T/O Unit Price


Acquired/ Disposed

Cenovus Energy Inc. Common Shares Thomas, Wayne Richard 5 31/03/2011 10 38.36 4,723 -500 Cenovus Energy Inc. Common Shares Thomas, Wayne Richard 5 31/03/2011 51 26.64 5,773 1,050 Cenovus Energy Inc. Common Shares Thomas, Wayne Richard 5 31/03/2011 10 38.35 4,723 -1,050 Cenovus Energy Inc. Options Thomas, Wayne Richard 5 31/03/2011 51 26.64 86,425 -2,200 Cenovus Energy Inc. Options Thomas, Wayne Richard 5 31/03/2011 51 26.64 85,925 -500 Cenovus Energy Inc. Options Thomas, Wayne Richard 5 31/03/2011 51 26.64 84,875 -1,050 Centerra Gold Inc. Rights Restricted Share

Units Austin, Ian George 4 30/06/2010 00

Centerra Gold Inc. Rights Restricted Share Units

Austin, Ian George 4 31/03/2011 56 1,321 1,321


Girard, Raphael Arthur 4 30/09/2010 00


Girard, Raphael Arthur 4 31/03/2011 56 1,321 1,321


Ibrayev, Karybek 4 30/09/2010 00


Ibrayev, Karybek 4 31/03/2011 56 1,321 1,321


James, Patrick Micheal 4 01/05/2004 00


James, Patrick Micheal 4 31/03/2011 56 2,809 2,809


Lill, John W. 4 30/12/2009 00


Lill, John W. 4 31/03/2011 56 1,321 1,321


Muraliev, Amangeldy 4 30/09/2010 00


Muraliev, Amangeldy 4 31/03/2011 56 1,321 1,321


Pressler, Sheryl 4 07/05/2008 00


Pressler, Sheryl 4 31/03/2011 56 1,321 1,321


Rogers, Terry Vernon 6 30/06/2004 00


Rogers, Terry Vernon 6 31/03/2011 56 660 660

Centerra Gold Inc. Units Deferred Share Units

Rogers, Terry Vernon 6 31/03/2011 56 17.02 25,956 660


Walter, Bruce V. 4 07/05/2008 00


Walter, Bruce V. 4 31/03/2011 56 1,101 1,101


Webb, Anthony John 4 30/06/2004 00


Webb, Anthony John 4 31/03/2011 56 1,321 1,321

Central Alberta Well Services Corp.

Common Shares Au, Duncan Tak-Yan 4 07/04/2011 10 0.41 510,000 18,092

Cequence Energy Ltd. Options Archibald, Donald 4 04/04/2011 50 120,000 20,000 Cequence Energy Ltd. Options Bannister, Peter 4 04/04/2011 50 120,000 20,000 Cequence Energy Ltd. Options Colborne, Paul 4 04/04/2011 50 120,000 20,000 Cequence Energy Ltd. Options Crone, Howard James 4, 5 04/04/2011 50 860,000 185,000 Cequence Energy Ltd. Options Felesky, Brian Arthur 4 04/04/2011 50 120,000 20,000 Cequence Energy Ltd. Options Gillis, David A. 5 04/04/2011 50 750,000 150,000 Cequence Energy Ltd. Options Jackson, James Ross 5 04/04/2011 50 750,000 150,000 Cequence Energy Ltd. Options Mele, Francesco Gordon 4 04/04/2011 50 120,000 20,000 Cequence Energy Ltd. Options Robinson, David Priaulx 5 04/04/2011 50 750,000 150,000 Cequence Energy Ltd. Options Soby, Christopher Clark 5 04/04/2011 50 750,000 150,000 Cequence Energy Ltd. Options Stewart, Michael Robert 5 04/04/2011 50 750,000 150,000 Cequence Energy Ltd. Options Stretch, Stephen Robert 5 04/04/2011 50 750,000 150,000 Cequence Energy Ltd. Options Wanklyn, Robert Paul 4, 5 04/04/2011 50 1,000,000 250,000 Cerro Grande Mining Corporation

Incentive Stock Options Lachcik, Richard Joseph 4, 5 31/03/2011 37 400,000 -3,600,000

Cervus Equipment Corporation

Common Shares Drake, Graham 4 04/04/2011 10 18.25 548,808 -10,000


Common Shares Drake, Graham 4 31/03/2011 10 16.15 43,625 -200


Common Shares Drake, Graham 4 01/04/2011 10 16.3 33,625 -10,000

CGI Group Inc. Subordinate Voting Shares Classe A

Godin, Serge 5 01/04/2011 30 20.207 87,538 123

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4441


T/O Unit Price


Acquired/ Disposed


Groupe CGI inc. 1 28/03/2011 38 19.901 1,528,000 39,200


Groupe CGI inc. 1 29/03/2011 38 19.995 60,100 20,900


Groupe CGI inc. 1 04/04/2011 38 0 -60,100


Imbeau, André 5 01/04/2011 30 20.207 23,734 79

Champion Bear Resources Ltd.

Common Shares Stachiw, Marc Joseph 4 01/04/2011 00

Chartwell Seniors Housing Real Estate Investment Trust

Deferred Units Bastarache, Lise 4 31/03/2011 30 8.8542 14,371 1,765


Deferred Units Harris, Michael Deane 4 31/03/2011 30 8.8542 69,587 5,873


Deferred Units Kuzmicki, Andre 7 31/03/2011 30 8.8542 31,626 3,896


Deferred Units moses, charles russell 4 31/03/2011 30 8.8542 12,633 3,558


Deferred Units Robinson, Sidney P H 4 31/03/2011 30 8.8542 54,757 4,235


Deferred Units Sallows, Sharon 4 31/03/2011 30 8.8542 8,491 2,852


Deferred Units Schwartz, Thomas 4 31/03/2011 30 8.8542 46,502 3,529

Chesswood Group Limited Common Shares Wortsman, Jeffrey 4 01/01/2011 36 1,818 Chesswood Group Limited Common Shares Wortsman, Jeffrey 4 01/01/2011 36 818 818 Chieftain Metals Inc. Common Shares Creaney, Clive Andrew 5 01/12/2010 00 Chieftain Metals Inc. Common Shares Creaney, Clive Andrew 5 16/12/2010 10 5.5 1,800 1,800 Chieftain Metals Inc. Options Creaney, Clive Andrew 5 01/12/2010 00 Chieftain Metals Inc. Options Creaney, Clive Andrew 5 18/01/2011 50 5.85 100,000 100,000 China Minerals Mining Corporation

Options Brooks, Harvey Leonard 4 07/04/2011 50 0.16 460,000 240,000

Choice Gold Corp Common Shares Class A Kovacevic, John Gianni 4 31/03/2011 10 0.44 1,805,000 5,000

Chorus Aviation Inc. Deferred Share Units Collins, Gary 4 31/12/2010 00 Chorus Aviation Inc. Deferred Share Units Collins, Gary 4 30/03/2011 56 5.3667 1,398 1,398 Chorus Aviation Inc. Deferred Share Units Collins, Gary 4 31/03/2011 56 5.3667 1,398 Chorus Aviation Inc. Deferred Share Units Collins, Gary 4 31/03/2011 56 5.3667 1,398 Chorus Aviation Inc. Deferred Share Units Cramm, Karen 4 01/01/2011 00 Chorus Aviation Inc. Deferred Share Units Cramm, Karen 4 30/03/2011 56 5.3668 1,398 1,398 Chorus Aviation Inc. Deferred Share Units Duster, Benjamin Cecil 4 31/12/2010 00 Chorus Aviation Inc. Deferred Share Units Duster, Benjamin Cecil 4 30/03/2011 56 5.3667 1,398 1,398 Chorus Aviation Inc. Deferred Share Units Duster, Benjamin Cecil 4 31/03/2011 56 5.3667 1,398 Chorus Aviation Inc. Deferred Share Units Duster, Benjamin Cecil 4 31/03/2011 56 5.3667 1,398 Chorus Aviation Inc. Deferred Share Units Emerson, David Lee 4 31/12/2010 00 Chorus Aviation Inc. Deferred Share Units Emerson, David Lee 4 30/03/2011 56 5.3667 1,398 1,398 Chorus Aviation Inc. Deferred Share Units Emerson, David Lee 4 31/03/2011 56 5.3667 1,398 Chorus Aviation Inc. Deferred Share Units Emerson, David Lee 4 31/03/2011 56 5.3667 1,398 Chorus Aviation Inc. Deferred Share Units Isaacs, Sydney John 4, 7 31/12/2010 00 Chorus Aviation Inc. Deferred Share Units Isaacs, Sydney John 4, 7 30/03/2011 56 5.3667 1,398 1,398 Chorus Aviation Inc. Deferred Share Units Isaacs, Sydney John 4, 7 31/03/2011 56 5.3667 1,398 Chorus Aviation Inc. Deferred Share Units Isaacs, Sydney John 4, 7 31/03/2011 56 5.3667 1,398 Chorus Aviation Inc. Deferred Share Units MacCormack, G. Ross 4 31/12/2010 00 Chorus Aviation Inc. Deferred Share Units MacCormack, G. Ross 4 30/03/2011 56 5.3667 1,398 1,398 Chorus Aviation Inc. Deferred Share Units MacCormack, G. Ross 4 31/03/2011 56 5.3667 1,398 Chorus Aviation Inc. Deferred Share Units MacCormack, G. Ross 4 31/03/2011 56 5.3667 1,398 Chorus Aviation Inc. Deferred Share Units McCoy, Richard H. 4 31/12/2010 00 Chorus Aviation Inc. Deferred Share Units McCoy, Richard H. 4 30/03/2011 56 5.3667 1,863 1,863 Chorus Aviation Inc. Deferred Share Units McCoy, Richard H. 4 31/03/2011 56 5.3667 1,863 Chorus Aviation Inc. Deferred Share Units McCoy, Richard H. 4 31/03/2011 56 5.3667 1,863 Chorus Aviation Inc. Deferred Share Units McLennan, John T. 4 31/12/2010 00 Chorus Aviation Inc. Deferred Share Units McLennan, John T. 4 30/03/2011 56 5.3667 1,398 1,398 Chorus Aviation Inc. Deferred Share Units McLennan, John T. 4 31/03/2011 56 5.3667 1,398 Chorus Aviation Inc. Deferred Share Units McLennan, John T. 4 31/03/2011 56 5.3667 1,398 CI Financial Corp. Common Shares Chang, G. Raymond 7 01/04/2011 10 23 12,650,740 -5,000 CI Financial Corp. Common Shares Chang, G. Raymond 7 04/04/2011 10 23.03 12,635,740 -15,000 CI Financial Corp. Common Shares Chang, G. Raymond 7 05/04/2011 10 23.03 12,630,740 -5,000

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4442


T/O Unit Price


Acquired/ Disposed

CI Financial Corp. Common Shares Chang, G. Raymond 7 06/04/2011 10 22.96 12,624,940 -5,800 CI Financial Corp. Common Shares Jamieson, Douglas J.R. 5 06/04/2011 10 23.017 155,000 -15,000 CI Financial Corp. Common Shares Kerr, Neal A. 7 04/04/2011 10 23 56,558 -10,000 CIBT Education Group Inc. (formerly Capital Alliance Group Inc.)

Common Shares Chu, Toby 4, 5 04/04/2011 10 0.3707 3,415,847 7,500

CIBT Education Group Inc. (formerly Capital Alliance Group Inc.)

Common Shares Chu, Toby 4, 5 04/04/2011 10 0.37 3,416,847 1,000


Common Shares Chu, Toby 4, 5 04/04/2011 11 0.43 3,394,847 -22,000


Common Shares Chu, Toby 4, 5 05/04/2011 10 0.29 3,344,847 -50,000


Common Shares Hsu, David, Kar Ding 4 07/04/2011 11 0.3 1,607,100 759,500


Common Shares Hsu, David, Kar Ding 4 07/04/2011 11 0.3 1,730,213 -759,500

Cineplex Inc. Deferred Share Units Briant, Heather 5 31/03/2011 30 4,291 19 Cineplex Inc. Performance Share Units Briant, Heather 5 31/03/2011 30 4,465 20

Cineplex Inc. Performance Share Units Fitzgerald, Anne Tunstall 5 31/03/2011 30 4,465 20

Cineplex Inc. Deferred Share Units Jacob, Ellis 5 31/03/2011 30 20,991 94 Cineplex Inc. Performance Share Units Jacob, Ellis 5 31/03/2011 30 115,150 206

Cineplex Inc. Performance Share Units Jacob, Ellis 5 31/03/2011 30 115,461 311

Cineplex Inc. Performance Share Units Kennedy, Michael 5 31/03/2011 30 8,334 37

Cineplex Inc. Performance Share Units Kent, Jeff 5 31/03/2011 30 7,674 34

Cineplex Inc. Performance Share Units Mandryk, Suzanna 5 31/03/2011 30 4,377 20

Cineplex Inc. Performance Share Units McGrath, Daniel F. 5 31/03/2011 30 18,452 82

Cineplex Inc. Deferred Share Units Nelson, Gordon 5 31/03/2011 30 4,838 22 Cineplex Inc. Performance Share Units Nelson, Gordon 5 31/03/2011 30 12,092 54

Cineplex Inc. Performance Share Units Nonis, Paul 5 31/03/2011 30 4,377 20

Cineplex Inc. Performance Share Units Stanghieri, Fabrizio 5 01/03/2011 00 3,734

Cineplex Inc. Performance Share Units Stanghieri, Fabrizio 5 31/03/2011 30 3,751 17

Cinram International Income Fund

Units Aboutboul, Henri Aharon 4 01/04/2011 10 0.8 178,434 -10,000


Units Aboutboul, Henri Aharon 4 05/04/2011 10 0.8 168,434 -10,000


Units Anderson, William John 4 08/05/2009 10 1,646,000 10,500

Citation Resources Inc. (formerly "Attwell Capital Inc.")

Common Shares Kirkwood, Nigel Bruce 4, 5 01/11/2010 00 200,000

Citation Resources Inc. (formerly "Attwell Capital Inc.")

Warrants Kirkwood, Nigel Bruce 4, 5 01/11/2010 00 200,000

Clairvest Group Inc. Common Shares Cheng, Daniel 5 04/04/2011 11 14.5 4,400 -6,000 Clarke Inc. Common Shares Armoyan, George 6 30/03/2011 10 4.05 2,200 1,000 Clarke Inc. Convertible Debentures

6% Dec 2013 (CKI.DB.A) Armoyan, George 6 31/03/2011 10 99 $470,000 -$30,000

Clarke Inc. Convertible Debentures 6% Dec 2013 (CKI.DB.A)

Armoyan, George 6 31/03/2011 10 99.48 $460,000 -$10,000


Armoyan, George 6 31/03/2011 10 99.1 $0 -$460,000

Clarke Inc. Common Shares Clarke Inc. 1 14/03/2011 38 4.4 1,400 1,400 Clarke Inc. Common Shares Clarke Inc. 1 15/03/2011 38 4.24 2,800 1,400 Clarke Inc. Common Shares Clarke Inc. 1 16/03/2011 38 4.4 3,400 600 Clarke Inc. Common Shares Clarke Inc. 1 23/03/2011 38 0 -3,400 Clarke Inc. Common Shares Clarke Inc. 1 24/03/2011 38 4.45 1,400 1,400 Clarke Inc. Common Shares Clarke Inc. 1 25/03/2011 38 4.36 2,800 1,400

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4443


T/O Unit Price


Acquired/ Disposed

Clarke Inc. Common Shares Clarke Inc. 1 28/03/2011 38 4.2 3,100 300 Clarke Inc. Common Shares Clarke Inc. 1 30/03/2011 38 4.18 4,500 1,400 Clarke Inc. Common Shares Clarke Inc. 1 05/04/2011 38 0 -4,500 Clarke Inc. Convertible Debentures

6% Dec 2012 (CKI.DB) Geosam Capital Inc. 3 05/04/2011 10 100.31 $2,866,600 -$410,000


Geosam Capital Inc. 3 05/04/2011 10 99.293 $1,069,500 -$2,738,000


Geosam Capital Inc. 3 06/04/2011 10 99.75 $1,054,500 -$15,000


Geosam Capital Inc. 3 07/04/2011 10 99.5 $1,044,500 -$10,000

Clarke Inc. Common Shares PELLERIN, CHARLES 4 31/03/2011 10 4.3741 78,400 3,400 Clarke Inc. Common Shares PELLERIN, CHARLES 4 01/04/2011 10 4.5 78,500 100 Claude Resources Inc. Options Options Johnson, Rick 5 25/03/2011 50 2.38 46,116 Claude Resources Inc. Options Options Johnson, Rick 5 25/03/2011 50 2.38 403,232 46,116 Claude Resources Inc. Common Shares Kowalishin, John Robert 4 08/04/2011 10 2.48 54,118 2,000 Claude Resources Inc. Options Options McMillan, Neil 4, 5 25/03/2011 50 2.38 99,876 Claude Resources Inc. Options Options McMillan, Neil 4, 5 25/03/2011 50 2.38 911,340 99,876 Claude Resources Inc. Options Options Ng, Philip 5 25/03/2011 50 2.38 44,582 Claude Resources Inc. Options Options Ng, Philip 5 25/03/2011 50 2.38 427,376 44,582 Claude Resources Inc. Options Options Skanderbeg, Brian Neville 5 25/03/2011 50 2.38 43,433 Claude Resources Inc. Options Options Skanderbeg, Brian Neville 5 25/03/2011 50 2.38 412,335 43,433 Cline Mining Corporation Options Cleave, Ernest Michael 5 28/03/2011 50 3.49 500,000 500,000 Cline Mining Corporation Options Elzinga, Peter 4 28/03/2011 50 3.49 500,000 500,000 Cline Mining Corporation Options McKnight, William Hunter 4 28/03/2011 50 3.49 1,600,000 500,000 Cline Mining Corporation Options Mraz, Dennis Zdenek 5 28/03/2011 50 3.49 1,100,000 500,000 Coalspur Mines Limited Common Shares

(Ordinary) Wusaty, Eugene 5 28/03/2011 40 2,200,000 -400,000

Cogitore Resources Inc. Common Shares Comba, Charles David Andrew

4 01/04/2011 10 0.26 237,667 22,000

Colabor Group Inc. Actions liées au rendement / Performance base equity units

Battersby, Jack 7 30/04/2010 50 3,000


Battersby, Jack 7 30/04/2010 56 3,000 3,000


Battersby, Jack 7 25/03/2011 50 1,200


Battersby, Jack 7 25/03/2011 56 4,200 1,200


Brouillette, Geneviève 7 30/04/2010 50 3,000


Brouillette, Geneviève 7 30/04/2010 56 3,000 3,000


Brouillette, Geneviève 7 25/03/2011 50 1,800


Brouillette, Geneviève 7 25/03/2011 56 4,800 1,800


Melançon, Denis 7 30/04/2010 50 3,000


Melançon, Denis 7 30/04/2010 56 3,000 3,000


Melançon, Denis 7 25/03/2011 50 1,600

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4444


T/O Unit Price


Acquired/ Disposed


Melançon, Denis 7 25/03/2011 56 4,600 1,600

COM DEV International Ltd. Common Shares O'Donovan, Chris 4 29/03/2011 10 2.15 1,359,445 33,000

COM DEV International Ltd. Common Shares Pley, Michael Everett 5 04/04/2011 10 2.39 5,065 5,000



COMPASS Income Fund Trust Units COMPASS Income Fund 1 01/04/2011 38 12.35 29,734,463 1,300 COMPASS Income Fund Trust Units COMPASS Income Fund 1 06/04/2011 38 12.56 29,736,163 1,700 COMPASS Income Fund Trust Units COMPASS Income Fund 1 07/04/2011 38 12.7 29,737,463 1,300 Compass Petroleum Ltd. Options Barnes, Graham 5 04/03/2011 50 2 440,000 195,000 Compass Petroleum Ltd. Options Case, Gordon Kenneth 4 04/03/2011 50 2 240,000 115,000 Compass Petroleum Ltd. Options Fiell, Bruce 4 08/12/2010 00 80,000 Compass Petroleum Ltd. Options Fiell, Bruce 4 04/03/2011 50 2 150,000 70,000 Compass Petroleum Ltd. Options Mah, Yook L. 5 04/03/2011 50 2 700,000 335,000 Compass Petroleum Ltd. Options Raeburn, Donald 5 04/03/2011 50 2 500,000 235,000 Compass Petroleum Ltd. Options Thurston, Donald G 4 04/03/2011 50 2 150,000 70,000 Condor Petroleum Inc. Common Shares Bogle, Edward Warren 4 31/03/2011 00 Condor Petroleum Inc. Options Bogle, Edward Warren 4 31/03/2011 00 Condor Petroleum Inc. Common Shares Burzynski, John Feliks 4 31/03/2011 00 2,941 Condor Petroleum Inc. Common Shares Burzynski, John Feliks 4 31/03/2011 00 1,944,118 Condor Petroleum Inc. Options Burzynski, John Feliks 4 31/03/2011 00 220,589 Condor Petroleum Inc. Common Shares Dawson, Walter Alfred 4 31/03/2011 00 588,236 Condor Petroleum Inc. Options Dawson, Walter Alfred 4 31/03/2011 00 294,118 Condor Petroleum Inc. Common Shares Eurasia Resource Holdings

AG3 31/03/2011 00 146,203,645

Condor Petroleum Inc. Options Hatcher, William Bradley 5 31/03/2011 00 1,750,000 Condor Petroleum Inc. Common Shares Kaltenbach, H.E. Stefan

(Dr.)4, 6 31/03/2011 00 1,941,177

Condor Petroleum Inc. Common Shares Roosen, Sean 4 31/03/2011 00 1,508,236 Condor Petroleum Inc. Common Shares Roosen, Sean 4 31/03/2011 00 441,177 Condor Petroleum Inc. Options Roosen, Sean 4 31/03/2011 00 220,589 Condor Petroleum Inc. Common Shares Ruckteschler, Rainer (Dr.) 6 31/03/2011 00 651,884 Condor Petroleum Inc. Common Shares RV Resource Value Holding

PLC3 31/03/2011 00 30,016,149

Condor Petroleum Inc. Common Shares Streu, Donald James 4, 5 31/03/2011 00 1,479,412 Condor Petroleum Inc. Options Streu, Donald James 4, 5 31/03/2011 00 2,505,295 Condor Petroleum Inc. Options Whittaker, Roger David 5 31/03/2011 00 1,500,000 Condor Petroleum Inc. Common Shares Winzer, Juergen Roland 6 31/03/2011 00 1,944,119 Condor Petroleum Inc. Common Shares Wright, Donald Arthur 4 31/03/2011 00 191,177 Condor Petroleum Inc. Options Wright, Donald Arthur 4 31/03/2011 00 220,589 Condor Petroleum Inc. Common Shares Wuest-Reichenbach,

Thomas, Hans, Ludwig 6 31/03/2011 00 1,941,177

Constellation Software Inc. Common Shares Anzarouth, Bernard 5 09/04/2010 10 44.5 -100 Constellation Software Inc. Common Shares Anzarouth, Bernard 5 09/04/2010 30 44.5 157,815 -100 Constellation Software Inc. Common Shares Anzarouth, Bernard 5 12/04/2010 10 44.5 -200 Constellation Software Inc. Common Shares Anzarouth, Bernard 5 12/04/2010 30 44.5 157,615 -200 Constellation Software Inc. Common Shares Anzarouth, Bernard 5 14/04/2010 10 44.5 -5,700 Constellation Software Inc. Common Shares Anzarouth, Bernard 5 14/04/2010 30 44.5 151,915 -5,700 Constellation Software Inc. Common Shares Anzarouth, Bernard 5 04/11/2010 10 47 -6,000 Constellation Software Inc. Common Shares Anzarouth, Bernard 5 04/11/2010 30 47 152,394 -6,000 Constellation Software Inc. Common Shares Anzarouth, Bernard 5 29/03/2011 10 62 -6,000 Constellation Software Inc. Common Shares Anzarouth, Bernard 5 29/03/2011 30 62 146,394 -6,000 Constellation Software Inc. Common Shares Anzarouth, Bernard 5 05/04/2011 30 66 140,394 -6,000 Constellation Software Inc. Common Shares Fendelet, Frances Mary

Louise7 30/03/2011 38 65 20,445 -5,000

Constellation Software Inc. Common Shares Judge, Melanie Daniels 7 04/04/2011 30 64.75 34,654 -5,000 Constellation Software Inc. Common Shares Keates, Tracey Elizabeth 5 01/01/2011 00 1,333 Constellation Software Inc. Common Shares Keaveny, Ian 7 30/03/2011 38 65 35,263 -10,000 Constellation Software Inc. Common Shares Miller, Mark Robert 5 04/04/2011 10 64.75 20,000 -10,000 Constellation Software Inc. Common Shares Pethakas, Steve 5 05/04/2011 30 66.247 220 7 Constellation Software Inc. Common Shares Symons, Barry Alan 5 29/03/2011 30 60 11,000 -2,000 Continental Gold Limited (formerly Cronus Resources Ltd.)

Common Shares Murphy, Paul 4 06/04/2011 51 2.35 10,000 10,000

Continental Gold Limited (formerly Cronus Resources Ltd.)

Common Shares Murphy, Paul 4 06/04/2011 10 8.73 0 -10,000

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4445


T/O Unit Price


Acquired/ Disposed

Continental Gold Limited (formerly Cronus Resources Ltd.)

Options Murphy, Paul 4 06/04/2011 51 2.35 240,000 -10,000

Continental Minerals Corporation

Preferred Shares Ross Smith Capital Group L.P.

3 01/04/2011 10 2.8909 2,123,800 8,400



3 05/04/2011 10 2.75 2,123,900 100



3 06/04/2011 10 2.8 2,124,000 100

Contrans Group Inc. Options Appleton, David 8 29/09/2010 00 Contrans Group Inc. Options Appleton, David 8 29/09/2010 00 Contrans Group Inc. Options Miller, Douglas Jamieson 5 01/12/2009 00 Contrans Group Inc. Options Miller, Douglas Jamieson 5 05/04/2011 50 8.95 50,000 50,000 Contrans Group Inc. Multiple Voting Shares

Class B Talbot, Scott 4 04/04/2011 50 8.95 109,100 100,000

Copper Mountain Mining Corporation

Common Shares Holbek, Peter Michael 5 29/03/2011 10 7.35 257,000 -10,000





Coro Mining Corp. Options Watts, Robert Arthur 4 10/02/2011 50 1.45 400,000 150,000 Cortex Business Solutions Inc.

Common Shares Lailey, Ryan Douglas 5 04/04/2011 10 0.44 335,497 -100,000

Crescent Point Energy Corp. Common Shares Christie, Derek Wayne 5 01/04/2011 57 126,221 11,419

Crescent Point Energy Corp. Common Shares Christie, Derek Wayne 5 01/04/2011 97 121,653 -4,568

Crescent Point Energy Corp. Restricted Share Units Christie, Derek Wayne 5 01/04/2011 56 130,847 11,419

Crescent Point Energy Corp. Restricted Share Units Christie, Derek Wayne 5 01/04/2011 57 119,428 -11,419

Crescent Point Energy Corp. Common Shares Colborne, Paul 4 04/04/2011 10 47.51 251,828 -10,000

Crescent Point Energy Corp. Common Shares Colborne, Paul 4 05/04/2011 10 47.28 259,228 7,400






Crescent Point Energy Corp. Common Shares Colborne, Paul 4 05/04/2011 10 46.8 276,828 200

Creso Exploration Inc. Common Shares Dundee Corporation 3 01/04/2011 10 0.3593 1,344,000 -56,000 Creso Exploration Inc. Common Shares Dundee Corporation 3 04/04/2011 10 0.389 1,248,000 -96,000 Creso Exploration Inc. Common Shares Dundee Corporation 3 05/04/2011 10 0.3912 1,130,000 -118,000 Creso Exploration Inc. Common Shares Dundee Corporation 3 06/04/2011 10 0.3808 606,500 -523,500 Creso Exploration Inc. Common Shares Dundee Corporation 3 07/04/2011 10 0.4016 425,000 -181,500 Creso Exploration Inc. Common Shares Dundee Corporation 3 08/04/2011 10 0.3991 195,000 -230,000 Creston Moly Corp. Common Shares MacDonald, Gordon

Kenneth5 01/04/2011 10 135,900 -10,000

Crew Energy Inc. Options Cronin, Noel Francis 5 01/04/2011 50 17.6 261,000 81,000 Crew Energy Inc. Options Errico, Jeffery Ernest 4 01/04/2011 50 17.6 135,000 24,000 Crew Energy Inc. Options FISCHER, KURTIS 5 01/04/2011 50 17.6 294,000 72,000 Crew Energy Inc. Options Leach, John Glenn 5 01/04/2011 50 17.6 625,000 175,000 Crew Energy Inc. Common Shares Sandrelli, Michael David 5 30/03/2010 10 17.35 -9,000 Crew Energy Inc. Common Shares Sandrelli, Michael David 5 30/03/2010 10 17.35 20,000 -9,000 Crew Energy Inc. Options Shwed, Dale Orest 5 01/04/2011 50 17.6 776,000 200,000 Crew Energy Inc. Options Smith, David G. 4 01/04/2011 50 17.6 114,000 24,000 Crew Energy Inc. Options SMITH, GARY PARKER 5 01/04/2011 50 17.6 241,000 96,000 Crew Energy Inc. Options Truscott, Kenneth 5 01/04/2011 50 17.6 521,000 150,000 Crew Energy Inc. Options Van Spankeren, Shawn

Arie5 01/04/2011 50 17.6 285,000 78,000

Crombie Real Estate Investment Trust

Trust Units Clow, Donald Everett 4, 5 31/03/2011 30 98,530 11,635


Trust Units Finkelstein, Gary Stuart 5 31/03/2011 30 33,442 2,935

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4446


T/O Unit Price


Acquired/ Disposed


Trust Units Hynes, Robert Glenn 5 31/03/2011 30 11,598 1,598


Trust Units MacLean, Scott Richard 5 31/03/2011 30 28,607 2,037


Trust Units Martin, Patrick Graham 5 31/03/2011 30 30,383 3,212

Curis Resources Ltd. Options Tan, Bernard 5 01/04/2011 50 36,000 Curis Resources Ltd. Options Tan, Bernard 5 01/04/2011 50 36,000 Currie Rose Resources Inc. Options Griffiths, Michael Richard 4 31/03/2011 50 0.15 2,250,000 500,000

Currie Rose Resources Inc. Options Munachen, Peter 6 31/03/2011 50 0.15 1,350,000 100,000

Currie Rose Resources Inc. Common Shares Pinetree Capital Ltd. 3 22/12/2010 54 8,500,000 1,000,000

Currie Rose Resources Inc. Warrants Pinetree Capital Ltd. 3 22/12/2010 54 0.1 1,250,000 -1,000,000

CVTech Group Inc. Common Shares Groupe CVTech inc. 1 02/03/2011 38 1.3 94,800 5,000 CVTech Group Inc. Common Shares Groupe CVTech inc. 1 03/03/2011 38 1.26 98,800 4,000 CVTech Group Inc. Common Shares Groupe CVTech inc. 1 03/03/2011 38 1.25 101,200 2,400 CVTech Group Inc. Common Shares Groupe CVTech inc. 1 04/03/2011 38 1.26 104,600 3,400 CVTech Group Inc. Common Shares Groupe CVTech inc. 1 04/03/2011 38 39,900 -64,700 CVTech Group Inc. Common Shares Groupe CVTech inc. 1 10/03/2011 38 1.28 40,900 1,000 CVTech Group Inc. Common Shares Groupe CVTech inc. 1 11/03/2011 38 1.28 42,400 1,500 CVTech Group Inc. Common Shares Groupe CVTech inc. 1 14/03/2011 38 1.29 47,400 5,000 CVTech Group Inc. Common Shares Groupe CVTech inc. 1 29/03/2011 38 1.39 50,400 3,000 CVTech Group Inc. Common Shares Groupe CVTech inc. 1 30/03/2011 38 1.38 52,400 2,000 CVTech Group Inc. Common Shares Groupe CVTech inc. 1 30/03/2011 38 1.39 53,400 1,000 CVTech Group Inc. Common Shares Groupe CVTech inc. 1 31/03/2011 38 1.39 57,100 3,700 D-Box Technologies Inc. Common Shares Class A Mcmaster, Claude 5 05/04/2011 51 0.22 1,567,489 310,000

D-Box Technologies Inc. Common Shares Class A Mcmaster, Claude 5 06/04/2011 11 0.58 1,257,489 -310,000

D-Box Technologies Inc. Options Mcmaster, Claude 5 05/04/2011 51 4,229,622 -310,000 Davis + Henderson Corporation

Common Shares Nullmeyer, Bradley D 4 28/03/2011 15 20.3 20,000

Davis + Henderson Corporation

Common Shares Nullmeyer, Bradley D 4 28/03/2011 15 20.3 10,000 10,000

Daylight Energy Ltd. Common Shares PROCTOR, CAMERON MACLEAN

5 07/05/2010 00


5 07/04/2011 90 700 700


5 07/05/2010 00


5 07/04/2011 90 700 700


5 07/05/2010 00


5 07/05/2010 00


5 07/04/2011 90 15,829 -1,400

Dejour Energy Inc. Options Blacker, Harrison 4 16/03/2011 50 0.35 1,333,000 300,000 Dejour Energy Inc. Options Wong, Mathew 5 16/03/2011 50 692,000 300,000 DELPHI ENERGY CORP. Common Shares Reid, David James 4, 5 29/03/2011 10 2.5 508,900 -50,000 DISTINCTION GROUP INC. Common Shares Godon, Yves-André 5 04/04/2011 00 10,700

DISTINCTION GROUP INC. Options Trottier, Jocelyn 5 30/03/2011 50 250,000 50,000

Diversinet Corp. Common Shares Wigdale, James B., Jr. 3 31/03/2011 46 0.2775 1,282,822 18,750 Donner Metals Ltd. Common Shares Patterson, David Michael 4, 5 29/03/2011 10 0.285 369,750 -727,000 Donner Metals Ltd. Common Shares Patterson, David Michael 4, 5 30/03/2011 10 0.28 394,750 25,000 Donner Metals Ltd. Common Shares Patterson, David Michael 4, 5 31/03/2011 10 0.28 408,750 14,000 Donner Metals Ltd. Common Shares Patterson, David Michael 4, 5 01/04/2011 10 0.28 448,750 40,000 Donner Metals Ltd. Common Shares Patterson, David Michael 4, 5 01/04/2011 10 0.28 459,750 11,000 Donner Metals Ltd. Common Shares Patterson, David Michael 4, 5 01/04/2011 10 0.295 546,750 87,000 Donner Metals Ltd. Common Shares Patterson, David Michael 4, 5 01/04/2011 10 0.29 545,000 Donner Metals Ltd. Common Shares Patterson, David Michael 4, 5 01/04/2011 10 0.29 601,250 54,500 Donner Metals Ltd. Common Shares Patterson, David Michael 4, 5 04/04/2011 10 0.295 651,250 50,000 Donner Metals Ltd. Common Shares Patterson, David Michael 4, 5 04/04/2011 10 0.295 671,250 20,000 Donner Metals Ltd. Common Shares Patterson, David Michael 4, 5 04/04/2011 10 0.3 691,250 20,000 Donner Metals Ltd. Common Shares Patterson, David Michael 4, 5 04/04/2011 10 0.295 741,250 50,000 Donner Metals Ltd. Common Shares Patterson, David Michael 4, 5 04/04/2011 10 0.295 991,250 250,000 Dorel Industries Inc. Rights Deferred Share

Units Baird, Robert 5 06/04/2011 56 4,318 20

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4447


T/O Unit Price


Acquired/ Disposed

Dorel Industries Inc. Rights Executive Deferred Share Units

Baird, Robert 5 06/04/2011 56 2,256 134


Baird, Robert 5 06/04/2011 56 2,391 135


Baird, Robert 5 06/04/2011 56 2,402 11


Baird, Robert 5 06/04/2011 56 2,539 137


Basile, Hani 5 06/04/2011 56 6,027 28

Dorel Industries Inc. Rights Deferred Share Units

Benedetti, Alain 4 06/04/2011 56 13,456 62


Benedetti, Alain 4 06/04/2011 56 14,147 691


Braunstein, Norman 4 06/04/2011 56 7,044 33


Cohen, Dian 4 06/04/2011 56 9,522 44


Cohen, Dian 4 06/04/2011 56 9,843 321

Dorel Industries Inc. Subordinate Voting Shares Class B

Dorel Industries Inc. 1 10/03/2011 38 30.72 10,000 10,000


Dorel Industries Inc. 1 10/03/2011 38 0 -10,000










Duchesne, Rupert 4 06/04/2011 56 2,928 13


Duchesne, Rupert 4 06/04/2011 56 3,453 525


Gordon, Harold P. 4 06/04/2011 56 15,930 73


Gordon, Harold P. 4 06/04/2011 56 16,717 787


Markee, Richard Lemoine 4 06/04/2011 56 4,008 18


Markee, Richard Lemoine 4 06/04/2011 56 4,532 524


Rana, Franco 5 06/04/2011 56 5,418 25


Schwartz, Jeffrey 3, 4, 5 06/04/2011 56 5,418 25


Segel, Jeffrey 3, 4, 5 06/04/2011 56 5,418 25


Tousson, Maurice 4 06/04/2011 56 18,782 969


Tousson, Maurice 4 06/04/2011 56 18,865 83


Warren, Barry 4 06/04/2011 56 1,289 6

DPF India Opportunities Fund

Trust Units DPF India Opportunities Fund, DPF India Opportunities Fund

1 04/03/2011 38 4.7 4,400 4,400



1 04/03/2011 38 4.7 0 -4,400



1 08/03/2011 38 4.7 3,700 3,700



1 08/03/2011 38 4.7 0 -3,700



1 09/03/2011 38 4.7 4,900 4,900

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4448


T/O Unit Price


Acquired/ Disposed



1 09/03/2011 38 4.7 0 -4,900



1 10/03/2011 38 4.65 4,800 4,800



1 10/03/2011 38 4.65 0 -4,800



1 16/03/2011 38 4.467 7,200 7,200



1 16/03/2011 38 4.467 0 -7,200



1 21/03/2011 38 4.5 4,200 4,200



1 21/03/2011 38 4.5 0 -4,200



1 23/03/2011 38 4.52 15,800 15,800



1 23/03/2011 38 4.52 0 -15,800



1 28/03/2011 38 4.666 8,000 8,000



1 28/03/2011 38 4.666 0 -8,000

DragonWave Inc. Common Shares Allen, Peter 4, 5 04/04/2011 30 7.79 446,623 463 DragonWave Inc. Common Shares Farrar, David Russell 7, 5 04/04/2011 30 7.79 224,597 309 DragonWave Inc. Common Shares Frederick, Russell, James 5 04/04/2011 30 7.79 75,605 154 DragonWave Inc. Common Shares LAWLOR, JOHN RICHARD 5 04/04/2011 30 7.79 2,809 173

Duncan Park Holdings Corporation

Options Doran, Harold Joseph 5 02/06/2010 52 150,000 -150,000


Options Doran, Harold Joseph 5 31/03/2011 50 1,150,000 1,000,000


Options McAvity, Ian Malcolm Temple

4, 5 22/07/2009 52 0.7 300,000 -150,000


Options McAvity, Ian Malcolm Temple

4, 5 31/03/2011 50 0.1 1,300,000 1,000,000


Options Salsberg, Eric 4 31/03/2011 50 0.1 700,000 500,000


Common Shares Shaddrick, David Roy 4 31/03/2011 00 20,000


Options Shaddrick, David Roy 4 31/03/2011 00 500,000

Dundee Capital Markets Inc. Common Shares Sinclair, Alistair Murray 4 04/04/2011 00 100,000

Dundee Corporation Rights Deferred Share Units

Beauchamp, Normand 4 31/03/2011 56 24.56 43,672 895


Cooper, Michael 7 31/03/2011 56 24.56 3,937 463


Goodman, David Jason 4, 7 31/03/2011 56 24.56 10,100 722


Goodman, Jonathan Carter 4 31/03/2011 56 24.56 36,949 722


Goodman, Ned 3, 4, 5 31/03/2011 56 24.56 263,597 722


Gordon, Harold P. 4, 5 31/03/2011 56 24.56 274,951 4,325


Jacob, Ellis 4 31/12/2010 56 834


Jacob, Ellis 4 31/12/2010 56 834


Jacob, Ellis 4 31/03/2011 56 21,439 834


lowy, frederick hans 4 31/03/2011 56 24.56 45,854 885

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4449


T/O Unit Price


Acquired/ Disposed


MacRae, Garth A. C. 4, 5 31/03/2011 56 24.56 44,702 203


McLeish, Robert 4 31/03/2011 56 24.56 31,492 361


Sparks, Kenneth Barry 4 31/03/2011 56 24.56 17,507 450


STEELE, HARRY RAYMOND

4 31/03/2011 56 24.56 844


STEELE, HARRY RAYMOND

4 31/03/2011 56 24.56 45,327 844

Dundee Precious Metals Inc. Rights Deferred Share Units

Buntain, Derek Hedley Longworth

4 31/03/2011 56 8.71 14,049 258


Gillin, Robert Peter Charles 4 31/03/2011 56 8.71 10,378 1,292


Goodman, Ned 4, 6 31/03/2011 56 8.71 22,248 1,292

Dundee Precious Metals Inc. Options John, William Murray 4 12/06/2010 52 8.2 50,000

Dundee Precious Metals Inc. Options John, William Murray 4 12/06/2010 52 8.2 60,000 -50,000


John, William Murray 4 04/04/2011 46 8.71 21,411 1,292


Kinsman, Jeremy 4 31/03/2011 56 8.71 10,523 646


Nixon, Peter 4 31/03/2011 56 8.71 14,049 258


Singer, Ronald 4 31/03/2011 56 8.71 17,123 646


Wilson, William George 4 31/03/2011 56 22,248 1,292


Young, Donald Walter 4 31/03/2011 56 8.71 2,905 646

Dundee Real Estate Investment Trust

Trust Units Series A Sparks, Kenneth Barry 6 31/03/2011 30 2,000 165

Duran Ventures Inc. Common Shares Unlimited, No Par Value

Del Campo, Joseph 4 04/04/2011 10 0.32 312,500 -125,000


Del Campo, Joseph 4 04/04/2011 10 0.325 270,000 -42,500


Del Campo, Joseph 4 04/04/2011 54 0.15 333,750 63,750


Del Campo, Joseph 4 04/04/2011 54 0.15 338,750 5,000


Del Campo, Joseph 4 04/04/2011 54 0.25 402,500 63,750


Del Campo, Joseph 4 04/04/2011 54 0.25 407,500 5,000

Duran Ventures Inc. Warrants Issued in Private Placements

Del Campo, Joseph 4 04/04/2011 54 0.15 73,750 -63,750


Del Campo, Joseph 4 04/04/2011 54 0.15 68,750 -5,000


Del Campo, Joseph 4 04/04/2011 54 0.25 5,000 -63,750


Del Campo, Joseph 4 04/04/2011 54 0.25 0 -5,000


Reeder, Jeffrey 4 30/03/2011 10 0.3 165,000 55,000


Reeder, Jeffrey 4 30/03/2011 10 0.3 3,770,360 -55,000


Reeder, Jeffrey 4 04/04/2011 54 0.15 3,775,360 5,000


Reeder, Jeffrey 4 04/04/2011 55 0.25 3,780,360 5,000


Reeder, Jeffrey 4 04/04/2011 54 0.15 3,830,360 50,000


Reeder, Jeffrey 4 04/04/2011 54 0.25 3,880,360 50,000


Reeder, Jeffrey 4 04/04/2011 54 0.15 90,000 -50,000


Reeder, Jeffrey 4 04/04/2011 54 0.25 40,000 -50,000


Reeder, Jeffrey 4 04/04/2011 54 0.15 35,000 -5,000

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4450


T/O Unit Price


Acquired/ Disposed


Reeder, Jeffrey 4 04/04/2011 54 0.25 30,000 -5,000

Eastern Platinum Limited Common Shares Robinson, Wayne 5 01/04/2011 51 1.366 121,121 115,882 Eastern Platinum Limited Options Robinson, Wayne 5 01/04/2011 51 0.32 2,450,000 -151,333 easyhome Ltd. Deferred Share Unit Plan Appel, David Harry 4 31/03/2011 30 8.55 8,222 2,749

easyhome Ltd. Restricted Share Unit Atkinson, Richard 5 06/03/2011 97 6,853 -6,828 easyhome Ltd. Deferred Share Unit Plan Bowland, James Parkinson 4 31/03/2011 30 8.55 7,503 3,188

easyhome Ltd. Restricted Share Unit Ingram, David 4, 5 06/03/2011 97 26,820 -14,789 easyhome Ltd. Deferred Share Unit Plan Johnson, Donald Kenneth 3, 4 31/03/2011 30 8.55 38,450 2,193

easyhome Ltd. Deferred Share Unit Plan Lewis, David Andrew 4 31/03/2011 30 8.55 25,025 2,310

Economic Investment Trust Limited

Common Shares E-L Financial Corporation Limited

3 30/03/2011 10 63.5 1,242,663 2,800

Economic Investment Trust Limited

Common Shares E-L Financial Corporation Limited

3 31/03/2011 10 63.5 1,243,063 400

Eldorado Gold Corporation Common Shares Eldorado Gold Corporation 1 29/03/2011 00

Eldorado Gold Corporation Common Shares Eldorado Gold Corporation 1 29/03/2011 38 15.52 10,000 10,000










EmberClear Corp. Common Shares Anderson, David Garfield 4 04/04/2011 51 1.25 1,056,839 100,000 EmberClear Corp. Options Anderson, David Garfield 4 04/04/2011 51 1.25 1,525,000 -100,000 EmberClear Corp. Common Shares CAMPBELL, HARRY

SINCLAIR 4 04/04/2011 51 1.25 160,000 10,000

EmberClear Corp. Options CAMPBELL, HARRY SINCLAIR

4 04/04/2011 51 1.25 240,000 -10,000

Emera Incorporated DSU Armour, Wesley Gordon 4 31/03/2011 30 17,390 174 Emera Incorporated DSU Armour, Wesley Gordon 4 31/03/2011 56 18,042 652 Emera Incorporated DSU Armour, Wesley Gordon 4 31/03/2011 56 18,043 1 Emera Incorporated Common Shares Bragg, James Lee 4 03/05/2010 00 Emera Incorporated Common Shares Bragg, James Lee 4 04/04/2011 10 31.67 2,100 2,100 Emera Incorporated Common Shares Bragg, James Lee 4 04/04/2011 10 31.66 2,700 600 Emera Incorporated Common Shares Bragg, James Lee 4 04/04/2011 10 31.67 3,100 400 Emera Incorporated DSU Bragg, James Lee 4 31/03/2011 30 1,313 13 Emera Incorporated DSU Bragg, James Lee 4 31/03/2011 56 1,625 312 Emera Incorporated DSU Briggs, Robert Stearns 4 31/03/2011 30 1,023 10 Emera Incorporated DSU Briggs, Robert Stearns 4 31/03/2011 56 1,220 197 Emera Incorporated DSU Buchanan, Thomas William 4 31/03/2011 30 6,776 68

Emera Incorporated DSU Buchanan, Thomas William 4 31/03/2011 56 7,590 814

Emera Incorporated DSU Caines, George Augustus 7 31/03/2011 30 17,538 176 Emera Incorporated DSU Caines, George Augustus 7 31/03/2011 56 17,735 197 Emera Incorporated DSU Chrominska, Sylvia Dolores 4 31/03/2011 30 862 9

Emera Incorporated DSU Chrominska, Sylvia Dolores 4 31/03/2011 56 1,519 657

Emera Incorporated DSU Cook-Bennett, Gail 4 31/03/2011 30 18,017 181 Emera Incorporated DSU Cook-Bennett, Gail 4 31/03/2011 56 18,731 714 Emera Incorporated DSU Edgeworth, Allan Leslie 4 31/03/2011 30 18,654 187 Emera Incorporated DSU Edgeworth, Allan Leslie 4 31/03/2011 56 19,109 455 Emera Incorporated DSU Eisenhauer, James Daniel 7 31/03/2011 30 5,227 52 Emera Incorporated DSU Eisenhauer, James Daniel 7 31/03/2011 56 5,852 625 Emera Incorporated Common Shares Hanf, Robert John Scott 5 01/01/2011 00 2,551

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4451


T/O Unit Price


Acquired/ Disposed

Emera Incorporated Common Shares Hanf, Robert John Scott 5 01/04/2011 51 20.42 7,826 5,275 Emera Incorporated Common Shares Hanf, Robert John Scott 5 01/04/2011 51 21.58 10,701 2,875 Emera Incorporated Common Shares Hanf, Robert John Scott 5 01/04/2011 51 21.99 13,926 3,225 Emera Incorporated Common Shares Hanf, Robert John Scott 5 01/04/2011 51 23.94 16,751 2,825 Emera Incorporated Common Shares Hanf, Robert John Scott 5 01/04/2011 10 31.75 14,251 -2,500 Emera Incorporated Common Shares Hanf, Robert John Scott 5 01/04/2011 10 31.696 11,751 -2,500 Emera Incorporated Common Shares Hanf, Robert John Scott 5 01/04/2011 10 31.69 9,651 -2,100 Emera Incorporated Common Shares Hanf, Robert John Scott 5 01/04/2011 10 31.678 7,751 -1,900 Emera Incorporated Common Shares Hanf, Robert John Scott 5 01/04/2011 10 31.736 7,051 -700 Emera Incorporated Common Shares Hanf, Robert John Scott 5 01/04/2011 10 31.706 6,251 -800 Emera Incorporated Common Shares Hanf, Robert John Scott 5 01/04/2011 10 31.755 4,951 -1,300 Emera Incorporated Common Shares Hanf, Robert John Scott 5 01/04/2011 10 31.76 4,351 -600 Emera Incorporated Common Shares Hanf, Robert John Scott 5 01/04/2011 10 31.732 2,951 -1,400 Emera Incorporated Common Shares Hanf, Robert John Scott 5 01/04/2011 10 31.675 2,551 -400 Emera Incorporated DSU McLennan, John T. 7 31/03/2011 30 31,132 312 Emera Incorporated DSU McLennan, John T. 7 31/03/2011 56 32,941 1,809 Emera Incorporated DSU Pether, Donald Allison 4 31/03/2011 30 6,092 62 Emera Incorporated DSU Pether, Donald Allison 4 31/03/2011 56 6,851 759 Emera Incorporated DSU Richard, Sergel 4 31/03/2011 30 273 3 Emera Incorporated DSU Richard, Sergel 4 31/03/2011 56 470 197 Emera Incorporated DSU Rosen, Andrea Sarah 4 31/03/2011 30 14,311 144 Emera Incorporated DSU Rosen, Andrea Sarah 4 31/03/2011 56 15,136 825 Emera Incorporated DSU Rounding, Marie Catherine 7 31/03/2011 30 6,389 64

Emera Incorporated DSU Rounding, Marie Catherine 7 31/03/2011 56 6,743 354

Emera Incorporated DSU SHEPPARD, Mary Jacqueline

4 31/03/2011 30 6,709 67

Emera Incorporated DSU SHEPPARD, Mary Jacqueline

4 31/03/2011 56 7,763 1,054

Emera Incorporated Common Shares Tower, Nancy Gail 5 31/12/2010 30 27.46 4,279 525 Encana Corporation Options Henke, Darrin 7 05/04/2011 59 29.45 19,250 -4,000 Endeavour Mining Corporation

Common Shares Milau, christian 5 01/04/2011 00 40,000

Endeavour Mining Corporation

Options Milau, christian 5 01/04/2011 00 250,000

Endeavour Silver Corp. Common Shares Clarke, Hugh 5 18/02/2009 51 1.6 10,000 Endeavour Silver Corp. Common Shares Clarke, Hugh 5 18/02/2009 51 1.6 10,000 Endeavour Silver Corp. Common Shares Clarke, Hugh 5 20/01/2010 51 2.52 10,000 10,000 Endeavour Silver Corp. Common Shares Clarke, Hugh 5 02/02/2010 10 3.788 0 -10,000 Endeavour Silver Corp. Options Clarke, Hugh 5 18/02/2009 51 1.6 280,000 -10,000 Endeavour Silver Corp. Options Clarke, Hugh 5 20/01/2010 51 2.52 230,000 -10,000 Endeavour Silver Corp. Options Clarke, Hugh 5 11/06/2010 51 2.55 10,000 Endeavour Silver Corp. Options Clarke, Hugh 5 11/06/2010 51 2.55 15,000 Endeavour Silver Corp. Options Clarke, Hugh 5 11/06/2010 51 2.55 335,000 -15,000 Endeavour Silver Corp. Options Clarke, Hugh 5 07/09/2010 51 2.55 320,000 -15,000 Endeavour Silver Corp. Options Clarke, Hugh 5 02/03/2011 51 3.05 315,000 -5,000 Endeavour Silver Corp. Options Clarke, Hugh 5 03/03/2011 51 3.05 310,000 -5,000 Endeavour Silver Corp. Options Clarke, Hugh 5 04/03/2011 51 3.05 305,000 -5,000 Endeavour Silver Corp. Common Shares Dickson, Daniel 5 31/03/2011 10 9.63 0 -1,315 Endeavour Silver Corp. Common Shares Howe, David John 5 04/04/2011 51 3.29 90,000 70,000 Endeavour Silver Corp. Common Shares Howe, David John 5 04/04/2011 10 9.9 26,700 -63,300 Endeavour Silver Corp. Common Shares Howe, David John 5 05/04/2011 10 9.9 20,000 -6,700 Endeavour Silver Corp. Options Howe, David John 5 04/04/2011 51 3.29 130,000 -70,000 Endeavour Silver Corp. Common Shares Poznanski, Bernard 5 09/03/2009 00 Endeavour Silver Corp. Common Shares Poznanski, Bernard 5 06/04/2011 51 3.29 20,000 20,000 Endeavour Silver Corp. Common Shares Poznanski, Bernard 5 06/04/2011 10 11.19 10,000 -10,000 Endeavour Silver Corp. Common Shares Poznanski, Bernard 5 06/04/2011 10 11.2 0 -10,000 Endeavour Silver Corp. Options Poznanski, Bernard 5 06/04/2011 51 40,000 -20,000 EnerCare Inc. (formerly The Consumers' Waterheater Income Fund)

Deferred Share Units de Wilde, Lisa 4 31/03/2011 56 5,443 1,443

EnerCare Inc. (formerly The Consumers' Waterheater Income Fund)

Deferred Share Units Pantelidis, James 4 31/03/2011 56 13,037 3,037

EnerCare Inc. (formerly The Consumers' Waterheater Income Fund)

Deferred Share Units Pearce, Roy 4 31/03/2011 56 6,155 1,155

Energy Fuels Inc. Common Shares Antony, Stephen 5 22/10/2009 10 33.15 7,000 Energy Fuels Inc. Common Shares Antony, Stephen 5 22/10/2009 10 33.15 7,000 Energy Fuels Inc. Common Shares Antony, Stephen 5 17/05/2010 10 17.87 12,000 Energy Fuels Inc. Common Shares Antony, Stephen 5 17/05/2010 10 0.1787 108,100 12,000 Energy Fuels Inc. Common Shares Antony, Stephen 5 18/05/2010 10 16.7 6,000 Energy Fuels Inc. Common Shares Antony, Stephen 5 18/05/2010 10 0.167 114,100 6,000

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4452


T/O Unit Price


Acquired/ Disposed

Energy Fuels Inc. Common Shares Antony, Stephen 5 31/03/2011 15 0.36 166,100 52,000 Energy Fuels Inc. Warrants 2015 Antony, Stephen 5 01/06/2006 00 Energy Fuels Inc. Warrants 2015 Antony, Stephen 5 31/03/2011 15 0.28 26,000 26,000 Energy Fuels Inc. Common Shares Bovaird, James Birks 4 31/03/2011 15 0.36 101,550 10,000 Energy Fuels Inc. Warrants 2015 Bovaird, James Birks 4 05/04/2006 00 Energy Fuels Inc. Warrants 2015 Bovaird, James Birks 4 31/03/2011 15 0.28 5,000 5,000 Energy Fuels Inc. Common Shares Dundee Corporation 3 31/03/2011 15 0.5 22,950,000 3,700,000 Energy Fuels Inc. Common Shares Hansen, Bruce Douglas 4 31/03/2011 15 0.36 130,000 100,000 Energy Fuels Inc. Warrants 2015 Hansen, Bruce Douglas 4 02/01/2007 00 Energy Fuels Inc. Warrants 2015 Hansen, Bruce Douglas 4 31/03/2011 15 0.36 100,000 Energy Fuels Inc. Warrants 2015 Hansen, Bruce Douglas 4 31/03/2011 15 0.36 100,000 Energy Fuels Inc. Warrants 2015 Hansen, Bruce Douglas 4 31/03/2011 15 0.28 50,000 50,000 Energy Fuels Inc. Common Shares Steele, Gary 5 31/03/2011 15 0.36 130,000 30,000 Energy Fuels Inc. Warrants 2015 Steele, Gary 5 05/11/2008 00 Energy Fuels Inc. Warrants 2015 Steele, Gary 5 31/03/2011 15 0.28 15,000 15,000 Enerplus Corporation Common Shares

(Performance Share Unit Plan ("PSU"))

Daniels, Raymond John 5 04/04/2011 50 31.76 9,274 2,422

Enerplus Corporation Common Shares (Restricted Share Unit Plan ("RSU"))


Enerplus Corporation Options (Stock Option Plan)


Enerplus Corporation Common Shares Johnson, Dana William 5 05/04/2011 57 17.11 21,776 15,076 Enerplus Corporation Common Shares Johnson, Dana William 5 05/04/2011 10 30.591 6,700 -15,076 Enerplus Corporation Common Shares Johnson, Dana William 5 05/04/2011 57 23.58 26,646 19,946 Enerplus Corporation Common Shares Johnson, Dana William 5 05/04/2011 10 30.7 6,700 -19,946 Enerplus Corporation Common Shares Johnson, Dana William 5 06/04/2011 10 32.148 14,600 7,900 Enerplus Corporation Rights (Rights Incentive

Plan)Johnson, Dana William 5 05/04/2011 57 17.11 86,870 -15,076

Enerplus Corporation Rights (Rights Incentive Plan)

Johnson, Dana William 5 05/04/2011 57 23.58 66,924 -19,946

Enertopia Corp. Common Shares Bunka, Christopher 4, 5 06/04/2011 10 0.25 800,000 5,000 Ensign Energy Services Inc. Rights Deferred Share

Units (Common Shares) Edwards, Norman Murray 3, 4, 5 02/01/2003 00

Ensign Energy Services Inc. Rights Deferred Share Units (Common Shares)

Edwards, Norman Murray 3, 4, 5 31/03/2011 56 17.28 1,000 1,000

Entree Gold Inc. Common Shares Forster, Mona Marie 5 01/04/2011 10 105,874 -2,200 EnWave Corporation Common Shares McNicol, John 4, 5 06/04/2011 51 0.33 685,972 150,000 EnWave Corporation Common Shares McNicol, John 4, 5 07/04/2011 10 2.36 585,972 -100,000 EnWave Corporation Options McNicol, John 4, 5 06/04/2011 51 1,550,000 -150,000 Equal Energy Ltd. Common Shares Chapman, Wendell Percy 5 31/03/2011 30 9,087 1,587 Equal Energy Ltd. Common Shares Chimahusky, John S. 5 31/03/2011 30 29,339 289 Equal Energy Ltd. Common Shares Klapko, Donald Charles 4, 5 31/03/2011 30 162,650 3,504 Equinox Minerals Limited Deferred Share Unit McAusland, David L. 4 01/04/2011 30 5.54 159,613 7,446 Equinox Minerals Limited Deferred Share Unit Pantelidis, James 4 01/04/2011 30 5.54 90,112 7,446 Equinox Minerals Limited Deferred Share Unit Penny, Brian W. 4 01/04/2011 30 5.54 143,680 5,265 Equinox Minerals Limited Common Shares Reeves, Anthony 4 01/04/2011 00 8,900 Equinox Minerals Limited Deferred Share Unit Reeves, Anthony 4 01/04/2011 00 Equinox Minerals Limited Options Reeves, Anthony 4 01/04/2011 00 Equinox Minerals Limited Deferred Share Unit TOMSETT, PETER

WILLIAM 4 01/04/2011 30 5.54 348,023 8,123

ERA Carbon Offsets Ltd. Common Shares Falls, Robert William 4 04/04/2011 10 0.27 332,436 19,000 Erdene Resource Development Corporation

Common Shares O'Keefe, Michael Austin 7 31/03/2011 00 175,700

Erdene Resource Development Corporation

Options O'Keefe, Michael Austin 7 23/08/2006 50 0.85 50,000 50,000












Options O'Keefe, Michael Austin 7 31/03/2011 00

Esperanza Resources Corp. Common Shares Ristorcelli, Steven 4 31/03/2011 10 1.93 81,000 -20,000

Eurogas Corporation Rights Deferred Share Unit

Buntain, Derek Hedley Longworth

4 31/03/2011 56 0.84 66,227 6,227

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4453


T/O Unit Price


Acquired/ Disposed


Goodman, Jonathan Carter 4 04/04/2011 56 0.84 68,920 8,920


Goodman, Ned 4, 6, 5 31/03/2011 56 0.84 95,085 35,085


Smith, Michael Richard 4 31/03/2011 56 0.84 18,122 3,122

European Goldfields Limited Common Shares Paxford, Deborah 5 27/09/2010 00

European Goldfields Limited Common Shares Paxford, Deborah 5 05/04/2011 97 16,009 16,009

European Goldfields Limited Rights Restricted Share Units

Paxford, Deborah 5 31/03/2011 97 46,951 -31,250

Everett Resources Ltd. Common Shares brown, barry everett 4 07/04/2011 10 0.05 1,239,000 -70,000 Everett Resources Ltd. Common Shares brown, barry everett 4 08/04/2011 10 0.05 1,159,000 -80,000 Exall Energy Corporation Common Shares Egan, Wayne T. 4 07/04/2011 10 1.79 40,000 2,500 Excalibur Resources Ltd. Common Shares Pinetree Capital Ltd. 3 02/12/2010 11 0.15 3,100,000 600,000 Excalibur Resources Ltd. Warrants Pinetree Capital Ltd. 3 02/12/2010 11 0.3 2,100,000 600,000 Exchange Income Corporation

Common Shares Pyle, Michael 4 07/04/2011 54 10 8,422 4,211

Exchange Income Corporation

Warrants Expiry date of April 7, 2011

Pyle, Michael 4 07/04/2011 54 0 -4,211


Common Shares Terwin, Adam 5 31/03/2011 54 10 6,300 2,000


Common Shares Terwin, Adam 5 31/03/2011 54 10 10,550 2,000


Warrants Expiry date of April 7, 2011

Terwin, Adam 5 31/03/2011 54 0 -4,000

Explorator Resources Inc. Common Shares Macquarie Group Limited 3 25/02/2011 00 Explorator Resources Inc. Common Shares Macquarie Group Limited 3 25/02/2011 00 Explorator Resources Inc. Common Shares Macquarie Group Limited 3 25/02/2011 00 172,000 Explorator Resources Inc. Common Shares Macquarie Group Limited 3 04/04/2011 10 0.66 0 -137,000 Fairborne Energy Ltd. Options Bay, Greg 4 01/04/2011 50 5.37 125,000 30,000 Fairborne Energy Ltd. Common Shares Cugnet, Jackie Marie 5 04/04/2011 51 25,437 16,666 Fairborne Energy Ltd. Options Cugnet, Jackie Marie 5 01/04/2011 50 5.37 63,400 14,400 Fairborne Energy Ltd. Options Cugnet, Jackie Marie 5 01/04/2011 51 46,734 -16,666 Fairborne Energy Ltd. Options Cymbalisty, David Stephen 5 01/04/2011 50 5.37 242,500 24,000

Fairborne Energy Ltd. Options Grandberg, Aaron Gordon 5 01/04/2011 50 5.37 330,000 30,000 Fairborne Energy Ltd. Options Hadley, Scott 5 01/04/2011 50 5.37 242,500 24,000 Fairborne Energy Ltd. Options Hodgins, Robert Bruce 4 01/04/2011 50 5.37 162,500 30,000 Fairborne Energy Ltd. Options Nieuwenburg, Johannes

Joseph4 01/04/2011 50 5.37 162,500 30,000

Fairborne Energy Ltd. Options Park, Francis Tom 5 01/04/2011 50 5.37 242,500 24,000 Fairborne Energy Ltd. Options Poirier, Gary Monroe 5 01/04/2011 50 5.37 242,500 24,000 Fairborne Energy Ltd. Options Pyke, David Edward

Timothy 5 01/04/2011 50 5.37 242,500 24,000

Fairborne Energy Ltd. Options Summers, David Leslie 5 01/04/2011 50 5.37 395,000 45,000 Fairborne Energy Ltd. Options VanSickle, Steven Robert 5 01/04/2011 50 5.37 571,000 51,000 Fairborne Energy Ltd. Options Walls, Richard Alan 4, 5 01/04/2011 50 5.37 162,500 30,000 Fairborne Energy Ltd. Common Shares Wimer, Rodney Douglas 4 30/03/2011 10 5.51 113,710 -10,000 Fairborne Energy Ltd. Options Wimer, Rodney Douglas 4 01/04/2011 50 5.37 162,500 30,000 Firan Technology Group Corporation

Common Shares Beutel, Robert Jonathan 3 31/03/2011 00

Firan Technology Group Corporation

Common Shares Beutel, Robert Jonathan 3 31/03/2011 11 0.31 8,301,987 8,301,987


Common Shares Ernst & Young Inc., in its capacity as trustee in bankruptcy of the estate of Glendale International Corp. and not in

3 19/01/2010 00 8,541,987


Common Shares Ernst & Young Inc., in its capacity as trustee in bankruptcy of the estate of Glendale International Corp. and not in

3 31/03/2011 11 0.31 240,000 -8,301,987

Fire River Gold Corp. Common Shares Guanzon, Robert 5 08/04/2011 11 0.5 80,451 16,000 First Capital Realty Inc. Common Shares Chouinard, Roger 7 31/03/2011 97 15.32 63 31 First Capital Realty Inc. Common Shares Gazit Canada Inc. 3 31/03/2011 97 15.32 80,106,713 283,026 First Capital Realty Inc. Deferred Share Units Hagan, Jon 4 31/03/2011 56 7,502 3,716 First Capital Realty Inc. Deferred Share Units Hagan, Jon 4 08/04/2011 97 49,551 42,049 First Capital Realty Inc. Deferred Share Units hetz, nathan 4, 6 05/10/2000 00 54,408 First Capital Realty Inc. Deferred Share Units hetz, nathan 4, 6 31/12/2010 56 61,888 7,480 First Capital Realty Inc. Deferred Share Units McArthur, Susan J. 4 24/05/2007 00 15,853 First Capital Realty Inc. Deferred Share Units McArthur, Susan J. 4 31/12/2010 56 20,219 4,366

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4454


T/O Unit Price


Acquired/ Disposed

First Capital Realty Inc. Deferred Share Units McDonell, Bernard J. 4 24/05/2007 00 26,099 First Capital Realty Inc. Deferred Share Units McDonell, Bernard J. 4 31/12/2010 56 32,699 6,600 First Capital Realty Inc. Deferred Share Units Ranson, Steven 4 31/03/2011 56 7,885 5,949 First Capital Realty Inc. Deferred Share Units Ranson, Steven 4 08/04/2011 97 40,168 32,283 First Capital Realty Inc. Deferred Share Units Ranson, Steven 4 08/04/2011 56 5,949 First Capital Realty Inc. Deferred Share Units Ranson, Steven 4 08/04/2011 56 5,949 First Capital Realty Inc. Deferred Share Units Ronen, Moshe 4 31/03/2011 56 7,566 5,630 First Capital Realty Inc. Deferred Share Units Ronen, Moshe 4 08/04/2011 97 42,739 35,173 First Capital Realty Inc. Common Shares Segal, Dori 4, 6, 7, 5 31/03/2011 97 15.32 294 First Capital Realty Inc. Common Shares Segal, Dori 4, 6, 7, 5 31/03/2011 97 15.32 11,206 293 First Capital Realty Inc. Common Shares Segal, Dori 4, 6, 7, 5 31/03/2011 97 15.32 827,366 366 First Capital Realty Inc. Common Shares Todd, John 7 31/03/2011 97 15.32 2,366 31 First Capital Realty Inc. Common Shares Todd, John 7 31/03/2011 97 15.32 13,488 31 First Majestic Silver Corp. Common Shares McCallum, Robert A. 4 08/04/2011 10 24.3 138,100 -3,400 First Majestic Silver Corp. Common Shares McCallum, Robert A. 4 08/04/2011 10 24.32 137,500 -600 First Majestic Silver Corp. Common Shares McCallum, Robert A. 4 08/04/2011 10 24.33 135,100 -2,400 First Majestic Silver Corp. Common Shares McCallum, Robert A. 4 08/04/2011 10 24.34 128,700 -6,400 First Majestic Silver Corp. Common Shares McCallum, Robert A. 4 08/04/2011 10 24.35 125,200 -3,500 First Majestic Silver Corp. Common Shares McCallum, Robert A. 4 08/04/2011 10 24.36 120,800 -4,400 First Majestic Silver Corp. Common Shares McCallum, Robert A. 4 08/04/2011 10 24.37 120,000 -800 First Majestic Silver Corp. Common Shares Neumeyer, Keith 4, 5 08/04/2011 10 24.5 2,886,000 -50,000 First Quantum Minerals Ltd Common Shares Newall, G. Clive 4, 5 28/03/2011 10 122 559,053 -8,700

First Quantum Minerals Ltd Common Shares Newall, G. Clive 4, 5 28/03/2011 10 122.25 557,753 -1,300

First Quantum Minerals Ltd Common Shares Newall, G. Clive 4, 5 30/03/2011 10 123.3 548,053 -9,700

First Quantum Minerals Ltd Common Shares Newall, G. Clive 4, 5 30/03/2011 10 123.75 547,753 -300

Flaherty & Crumrine Investment Grade Fixed Income Fund

Trust Units Flaherty & Crumrine Investment Grade Fixed Income Fund

1 02/03/2011 38 10.75 3,000 3,000



1 02/03/2011 38 10.75 0 -3,000



1 10/03/2011 38 10.74 3,000 3,000



1 10/03/2011 38 10.74 0 -3,000



1 10/03/2011 38 10.69 3,000 3,000



1 10/03/2011 38 10.69 0 -3,000



1 11/03/2011 38 10.68 3,000 3,000



1 11/03/2011 38 10.68 0 -3,000



1 11/03/2011 38 10.63 2,200 2,200



1 11/03/2011 38 10.63 0 -2,200



1 14/03/2011 38 10.7 3,000 3,000



1 14/03/2011 38 10.7 0 -3,000



1 17/03/2011 38 10.65 200 200



1 17/03/2011 38 10.65 0 -200



1 21/03/2011 38 10.72 3,000 3,000

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4455


T/O Unit Price


Acquired/ Disposed



1 21/03/2011 38 10.72 0 -3,000



1 22/03/2011 38 10.73 3,000 3,000



1 22/03/2011 38 10.73 0 -3,000



1 22/03/2011 38 10.68 3,000 3,000



1 22/03/2011 38 10.68 0 -3,000



1 22/03/2011 38 10.7 2,000 2,000



1 22/03/2011 38 10.7 0 -2,000



1 25/03/2011 38 10.65 400 400



1 25/03/2011 38 10.65 0 -400



1 28/03/2011 38 10.65 3,000 3,000



1 28/03/2011 38 10.65 0 -3,000



1 29/03/2011 38 10.55 6,000 6,000



1 29/03/2011 38 10.55 0 -6,000



1 31/03/2011 38 10.49 3,000 3,000



1 31/03/2011 38 10.49 0 -3,000

Flint Energy Services Ltd. Common Shares Carry, Shawn 5 22/03/2011 10 17.1 -20,000 Flint Energy Services Ltd. Common Shares Carry, Shawn 5 22/03/2011 10 17.1 200 -19,800 Flint Energy Services Ltd. Common Shares Carry, Shawn 5 22/03/2011 10 17.132 -11,333 Flint Energy Services Ltd. Common Shares Carry, Shawn 5 22/03/2011 10 17.15 19,933 -6,600 Flint Energy Services Ltd. Common Shares Carry, Shawn 5 22/03/2011 10 17.07 4,900 -33 Flint Energy Services Ltd. Common Shares Carry, Shawn 5 22/03/2011 10 17.1 1,200 -3,700 Flint Energy Services Ltd. Common Shares Carry, Shawn 5 22/03/2011 10 17.11 1,100 -100 Flint Energy Services Ltd. Common Shares Carry, Shawn 5 22/03/2011 10 17.14 200 -900 Flint Energy Services Ltd. Common Shares Carry, Shawn 5 22/03/2011 10 17.11 0 -200 Flint Energy Services Ltd. Common Shares Catonio, Gerald 5 22/03/2011 10 17.236 -7,000 Flint Energy Services Ltd. Common Shares Catonio, Gerald 5 22/03/2011 10 17.39 4,950 -2,050 Flint Energy Services Ltd. Common Shares Catonio, Gerald 5 22/03/2011 10 17.06 4,850 -100 Flint Energy Services Ltd. Common Shares Catonio, Gerald 5 22/03/2011 10 17.31 4,050 -800 Flint Energy Services Ltd. Common Shares Catonio, Gerald 5 22/03/2011 10 17.23 3,150 -900 Flint Energy Services Ltd. Common Shares Catonio, Gerald 5 22/03/2011 10 17.16 2,350 -800 Flint Energy Services Ltd. Common Shares Catonio, Gerald 5 22/03/2011 10 17.12 450 -1,900 Flint Energy Services Ltd. Common Shares Catonio, Gerald 5 22/03/2011 10 17.08 50 -400 Flint Energy Services Ltd. Common Shares Catonio, Gerald 5 22/03/2011 10 17.06 0 -50 Flint Energy Services Ltd. Common Shares Catonio, Gerald 5 31/03/2011 51 11.44 7,000 7,000 Flint Energy Services Ltd. Common Shares Catonio, Gerald 5 31/03/2011 10 16.82 0 -7,000 Flint Energy Services Ltd. Options Catonio, Gerald 5 31/03/2011 51 11.44 62,000 -7,000 Flint Energy Services Ltd. Common Shares Henderson, Robert Bruce 5 31/03/2011 10 17 10,000 -5,000 Forbes & Manhattan Coal Corp. (formerly Nyah Resources Corp.)

Options Bharti, Stan 4 04/04/2011 50 2,150,000 125,000

Fortuna Silver Mines Inc. Common Shares Iverson, Michael Alexander 4, 5 08/04/2011 51 0.85 42,000 30,000

Fortuna Silver Mines Inc. Common Shares Iverson, Michael Alexander 4, 5 08/04/2011 10 6.4 39,000 -3,000

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4456


T/O Unit Price


Acquired/ Disposed












Fortuna Silver Mines Inc. Common Shares Iverson, Michael Alexander 4, 5 08/04/2011 10 6.66 0 -2,000








Fortuna Silver Mines Inc. Options Iverson, Michael Alexander 4, 5 08/04/2011 51 120,000 -30,000

Fortuna Silver Mines Inc. Common Shares Ridgway, Simon T.P. 4 04/04/2011 10 5.25 180,960 -3,000 Fortuna Silver Mines Inc. Common Shares Ridgway, Simon T.P. 4 04/04/2011 10 5.27 178,960 -2,000 Fortuna Silver Mines Inc. Common Shares Ridgway, Simon T.P. 4 04/04/2011 10 5.34 177,960 -1,000 Fortuna Silver Mines Inc. Common Shares Ridgway, Simon T.P. 4 04/04/2011 10 5.36 174,060 -3,900 Fortuna Silver Mines Inc. Common Shares Ridgway, Simon T.P. 4 04/04/2011 10 5.37 166,460 -7,600 Fortuna Silver Mines Inc. Common Shares Ridgway, Simon T.P. 4 04/04/2011 10 5.4 164,460 -2,000 Fortuna Silver Mines Inc. Common Shares Ridgway, Simon T.P. 4 05/04/2011 10 5.1 164,260 -200 Fortuna Silver Mines Inc. Common Shares Ridgway, Simon T.P. 4 05/04/2011 10 5.15 160,760 -3,500 Fortuna Silver Mines Inc. Common Shares Ridgway, Simon T.P. 4 06/04/2011 10 5.28 159,460 -1,300 Fortuna Silver Mines Inc. Common Shares Ridgway, Simon T.P. 4 06/04/2011 10 5.3 154,460 -5,000 Fortuna Silver Mines Inc. Common Shares Ridgway, Simon T.P. 4 06/04/2011 10 5.31 152,960 -1,500 Fortuna Silver Mines Inc. Common Shares Ridgway, Simon T.P. 4 06/04/2011 10 5.33 150,960 -2,000 Freegold Ventures Limited Warrants Ramsden, Bruce 4 01/10/2009 00 Freegold Ventures Limited Warrants Ramsden, Bruce 4 30/03/2011 53 18,750 18,750 Freehold Royalties Ltd. Deferred Share Units blades, douglas nolan 4 31/03/2011 30 21,806 394 Freehold Royalties Ltd. Deferred Share Units CAMPBELL, HARRY

SINCLAIR 4 31/03/2011 30 16,625 305

Freehold Royalties Ltd. Common Shares Canadian National Railway Company, Administrator of the CN Trust Funds

3 15/03/2011 30 22.23 77,076


3 15/03/2011 30 22.23 12,315,186 76,568


3 31/03/2011 46 22.75 2,961,791 43,015

Freehold Royalties Ltd. Deferred Share Units CEDRASCHI, TULLIO 4 01/04/2011 30 8,682 155 Freehold Royalties Ltd. Deferred Share Units HARRISON, PETER T 4 31/03/2011 30 12,927 244 Freehold Royalties Ltd. Deferred Share Units MAHER, P MICHAEL 4 31/03/2011 30 16,625 305

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4457


T/O Unit Price


Acquired/ Disposed

Freehold Royalties Ltd. Deferred Share Units SANDMEYER, DAVID JAMES

4 31/03/2011 30 4,810 82

Freehold Royalties Ltd. Deferred Share Units Tourigny, Rodger 4 31/03/2011 30 4,070 68 Fronteer Gold Inc. Common Shares Bell, George Percy 4 06/04/2011 51 5.31 396,600 325,000 Fronteer Gold Inc. Common Shares Bell, George Percy 4 06/04/2011 22 14 0 -396,600 Fronteer Gold Inc. Options Bell, George Percy 4 06/04/2011 51 5.31 60,000 -325,000 Fronteer Gold Inc. Common Shares Cunningham-Dunlop, Ian

Richard5 06/04/2011 22 0 -45,375

Fronteer Gold Inc. Options Cunningham-Dunlop, Ian Richard

5 06/04/2011 22 0 -512,500

Fronteer Gold Inc. Options Aurora Options (Common Shares)

Cunningham-Dunlop, Ian Richard

5 06/04/2011 22 0 -115,000

Fronteer Gold Inc. Common Shares Hand, Scott McKee 4 06/04/2011 22 0 -100,000 Fronteer Gold Inc. Options Hand, Scott McKee 4 06/04/2011 22 0 -400,000 Fronteer Gold Inc. Common Shares Hepburn, Lyle Roy 4 06/04/2011 22 0 -189,500 Fronteer Gold Inc. Options Hepburn, Lyle Roy 4 06/04/2011 22 0 -385,000 Fronteer Gold Inc. Common Shares Lennox-King, Oliver 4, 5 06/04/2011 22 0 -895,165 Fronteer Gold Inc. Options Lennox-King, Oliver 4, 5 06/04/2011 22 0 -288,750 Fronteer Gold Inc. Options Aurora Options

(Common Shares) Lennox-King, Oliver 4, 5 06/04/2011 22 0 -670,000

Fronteer Gold Inc. Common Shares Lincoln, James Bruce 5 06/04/2011 22 0 -87,250 Fronteer Gold Inc. Options Lincoln, James Bruce 5 06/04/2011 22 0 -387,500 Fronteer Gold Inc. Options Aurora Options

(Common Shares) Lincoln, James Bruce 5 06/04/2011 22 0 -97,500

Fronteer Gold Inc. Common Shares Newmont Mining Corporation

3 06/04/2011 00

Fronteer Gold Inc. Common Shares Newmont Mining Corporation

3 06/04/2011 22 153,171,198 153,171,198

Fronteer Gold Inc. Common Shares O'Dea, Mark Gerard 4, 7, 5 06/04/2011 22 0 -467,662 Fronteer Gold Inc. Common Shares O'Dea, Mark Gerard 4, 7, 5 06/04/2011 22 0 -1,000 Fronteer Gold Inc. Common Shares O'Dea, Mark Gerard 4, 7, 5 06/04/2011 22 0 -2,000 Fronteer Gold Inc. Options O'Dea, Mark Gerard 4, 7, 5 06/04/2011 22 0 -1,500,000 Fronteer Gold Inc. Options Aurora Options

(Common Shares) O'Dea, Mark Gerard 4, 7, 5 06/04/2011 22 0 -500,000

Fronteer Gold Inc. Common Shares Parratt, Ronald L. 4 06/04/2011 22 0 -1,369,331 Fronteer Gold Inc. Common Shares Zurel, Jo Mark 4 06/04/2011 22 0 -65,000 Fronteer Gold Inc. Options Zurel, Jo Mark 4 06/04/2011 22 -460,000 Fronteer Gold Inc. Options Zurel, Jo Mark 4 06/04/2011 22 0 -460,000 GASFRAC Energy Services Inc.

Common Shares Loree, Dwight 4, 5 31/03/2011 10 12.57 1,262,000 -2,200

GASFRAC Energy Services Inc.



Common Shares Loree, Dwight 4, 5 31/03/2011 10 12.54 1,210,900 -100


















Common Shares Loree, Dwight 4, 5 31/03/2011 10 12.41 -220


Common Shares Loree, Dwight 4, 5 31/03/2011 10 12.41 -220





Gastem Inc. Common Shares savoie, raymond 4, 5 05/04/2011 51 0.26 325,011 107,356 Gastem Inc. Options savoie, raymond 4, 5 05/04/2011 51 898,620 -107,356 GC-Global Capital Corp. Subordinate Voting

SharesGC-Global Capital Corp. 1 06/04/2011 38 0.44 1,687,800 100,000

GeneNews Limited Options Dreismann, Heiner 4, 5 31/03/2011 50 0.2 1,284,500 20,000

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4458


T/O Unit Price


Acquired/ Disposed

General Donlee Canada Inc. Common Shares Geosam Investments Limited

3 01/01/2011 00 1,263,338

Genesis Land Development Corp.

Common Shares Mitchell, Bruce 3 08/04/2011 10 5.02 5,130,299 -178,000

GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 05/04/2011 10 0.6 -10,000 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 05/04/2011 10 0.6 32,241,000 -10,000 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 05/04/2011 10 0.601 -5,000 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 05/04/2011 10 0.601 32,236,000 -5,000 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 05/04/2011 10 0.603 32,221,000 -15,000 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 05/04/2011 10 0.62 32,206,000 -15,000 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 05/04/2011 10 5000 -5,000 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 05/04/2011 10 5000 -5,000 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 05/04/2011 10 0.605 32,201,000 -5,000 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 06/04/2011 10 0.51 32,191,000 -10,000 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 06/04/2011 10 0.51 32,181,000 -10,000 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 06/04/2011 10 0.5101 32,174,300 -6,700 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 06/04/2011 10 0.5103 32,164,300 -10,000 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 06/04/2011 10 0.5106 -10,738 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 06/04/2011 10 0.5106 -10,738 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 06/04/2011 10 0.5114 -8,700 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 06/04/2011 10 0.5114 -8,700 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 06/04/2011 10 0.5117 -3,300 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 06/04/2011 10 0.5117 -3,300 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 06/04/2011 10 0.5125 -10,000 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 06/04/2011 10 0.5125 -10,000 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 06/04/2011 10 0.5138 -10,000 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 06/04/2011 10 0.5138 -10,000 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 06/04/2011 10 0.5139 -10,000 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 06/04/2011 10 0.5139 -10,000 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 06/04/2011 10 0.5154 -15,000 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 06/04/2011 10 0.5154 -15,000 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 06/04/2011 10 0.5157 -1,300 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 06/04/2011 10 0.5157 -1,300 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 06/04/2011 10 0.5168 32,154,300 -10,000 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 06/04/2011 10 0.52 32,095,700 -58,600 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 06/04/2011 10 0.5201 32,085,700 -10,000 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 06/04/2011 10 0.5202 -5,500 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 06/04/2011 10 0.5202 -5,500 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 06/04/2011 10 0.5206 32,079,300 -6,400 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 06/04/2011 10 0.5209 32,074,800 -4,500 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 06/04/2011 10 0.5235 32,064,800 -10,000 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 06/04/2011 10 0.525 32,054,800 -10,000 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 06/04/2011 10 0.5351 32,049,800 -5,000 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 06/04/2011 10 0.538 32,044,800 -5,000 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 06/04/2011 10 0.54 32,039,800 -5,000 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 06/04/2011 10 0.5407 32,034,800 -5,000 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 06/04/2011 10 0.5416 32,030,949 -3,851 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 06/04/2011 10 0.5432 32,029,800 -1,149 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 06/04/2011 10 0.5776 32,025,538 -4,262 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 06/04/2011 10 5801 -5,000 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 06/04/2011 10 5801 -5,000 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 06/04/2011 10 0.61 32,020,538 -5,000 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 06/04/2011 10 0.5106 32,009,800 -10,738 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 06/04/2011 10 0.5114 32,001,100 -8,700 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 06/04/2011 10 0.5117 31,997,800 -3,300 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 06/04/2011 10 0.5125 31,987,800 -10,000 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 06/04/2011 10 0.5138 31,977,800 -10,000 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 06/04/2011 10 0.5139 31,967,800 -10,000 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 06/04/2011 10 0.5154 31,952,800 -15,000 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 06/04/2011 10 0.5157 31,951,500 -1,300 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 06/04/2011 10 0.5202 31,946,000 -5,500 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 06/04/2011 10 0.5801 31,941,000 -5,000 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 07/04/2011 10 0.53 31,921,000 -20,000 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 07/04/2011 10 0.52 31,911,000 -10,000 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 07/04/2011 10 0.54 -300,000 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 07/04/2011 10 0.54 -300,000 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 07/04/2011 10 0.55 31,910,800 -200 GeoGlobal Resources Inc. Common Shares Roy, Jean Paul Joseph 3, 4 07/04/2011 10 0.54 31,880,800 -30,000 Geomark Exploration Ltd. Common Shares Disbrow, Robert 3 01/04/2011 10 1.5 2,851,700 4,000 Getty Copper Inc. Common Shares Anderson, Corby 4 04/04/2011 10 0.11 451,000 10,000 Gildan Activewear Inc. Deferred Share Units

(DSUs)Anderson, William D. 4 04/04/2011 35 31 6,889 17

Gildan Activewear Inc. Deferred Share Units (DSUs)

Anderson, William D. 4 04/04/2011 56 32.54 7,388 499

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4459


T/O Unit Price


Acquired/ Disposed


Baylis, Robert M. 4 04/04/2011 35 31 6,751 16


Baylis, Robert M. 4 04/04/2011 56 32.54 7,520 769


Goodman, Russell Andrew 4 04/04/2011 35 31 354 1


Goodman, Russell Andrew 4 04/04/2011 56 32.54 892 538


Heller, George Jason 4 04/04/2011 35 31 4,604 11


Heller, George Jason 4 04/04/2011 56 32.54 5,770 1,166


O'Brien, Sheila 4 04/04/2011 35 31 13,573 33


O'Brien, Sheila 4 04/04/2011 56 32.54 14,418 845


Robitaille, Pierre 4 04/04/2011 35 31 6,971 17


Robitaille, Pierre 4 04/04/2011 56 32.54 7,432 461


Scarborough, James 4 04/04/2011 35 31 4,404 11


Scarborough, James 4 04/04/2011 56 32.54 5,570 1,166


Strubel, Richard P. 4 04/04/2011 35 31 6,751 16


Strubel, Richard P. 4 04/04/2011 56 32.54 7,212 461


VALDES-FAULI, Gonzalo 4 04/04/2011 35 31 7,907 19


VALDES-FAULI, Gonzalo 4 04/04/2011 56 32.54 8,368 461

Glacier Media Inc. Options Aunger, Bruce William 4 30/03/2011 50 225,000 75,000 Glacier Media Inc. Options Burns, John Sinclair 4 30/03/2011 50 100,000 50,000 Glacier Media Inc. Options Grippo, Sam 4 30/03/2011 50 450,000 100,000 Glacier Media Inc. Options HAYWARD, BRIAN 4 30/03/2011 50 100,000 50,000 Glacier Media Inc. Options Heming, Stephen

Christopher 5 30/03/2011 50 100,000 50,000

Glacier Media Inc. Options Kennedy, Jonathon James Leslie

4, 5 30/03/2011 50 500,000 100,000

Glacier Media Inc. Options Scott, Geoffrey Lawson 4 30/03/2011 50 100,000 50,000 Glenbriar Technologies Inc. Common Shares Ross, James Henry 4 04/04/2011 10 0.01 3,478,364 1,000

GLG LIFE TECH CORPORATION

Common Shares LEUNG, SOPHIA 4 05/04/2011 47 228,359 167,500

Global Alumina Corporation Common Shares Cousineau, Bernard 4 23/03/2011 10 1.37 25,000 -25,000

Global Uranium Fund Inc. Equity Share Global Uranium Fund Inc. 1 02/03/2011 38 4.1 100 100 Global Uranium Fund Inc. Equity Share Global Uranium Fund Inc. 1 02/03/2011 38 4.1 0 -100 Global Uranium Fund Inc. Equity Share Global Uranium Fund Inc. 1 04/03/2011 38 4.1 2,400 2,400 Global Uranium Fund Inc. Equity Share Global Uranium Fund Inc. 1 04/03/2011 38 4.1 0 -2,400 Global Uranium Fund Inc. Equity Share Global Uranium Fund Inc. 1 07/03/2011 38 4.1 3,000 3,000 Global Uranium Fund Inc. Equity Share Global Uranium Fund Inc. 1 07/03/2011 38 4.1 0 -3,000 Global Uranium Fund Inc. Equity Share Global Uranium Fund Inc. 1 08/03/2011 38 3.95 1,000 1,000 Global Uranium Fund Inc. Equity Share Global Uranium Fund Inc. 1 08/03/2011 38 3.95 0 -1,000 Global Uranium Fund Inc. Equity Share Global Uranium Fund Inc. 1 09/03/2011 38 3.95 3,000 3,000 Global Uranium Fund Inc. Equity Share Global Uranium Fund Inc. 1 09/03/2011 38 3.95 0 -3,000 Global Uranium Fund Inc. Equity Share Global Uranium Fund Inc. 1 11/03/2011 38 3.79 3,000 3,000 Global Uranium Fund Inc. Equity Share Global Uranium Fund Inc. 1 11/03/2011 38 3.79 0 -3,000 Global Uranium Fund Inc. Equity Share Global Uranium Fund Inc. 1 14/03/2011 38 3.05 4,000 4,000 Global Uranium Fund Inc. Equity Share Global Uranium Fund Inc. 1 14/03/2011 38 3.05 0 -4,000 Global Uranium Fund Inc. Equity Share Global Uranium Fund Inc. 1 14/03/2011 38 3.1 3,000 3,000 Global Uranium Fund Inc. Equity Share Global Uranium Fund Inc. 1 14/03/2011 38 3.1 0 -3,000 Global Uranium Fund Inc. Equity Share Global Uranium Fund Inc. 1 15/03/2011 38 2.9 3,000 3,000 Global Uranium Fund Inc. Equity Share Global Uranium Fund Inc. 1 15/03/2011 38 2.9 0 -3,000 Global Uranium Fund Inc. Equity Share Global Uranium Fund Inc. 1 15/03/2011 38 2.85 3,000 3,000 Global Uranium Fund Inc. Equity Share Global Uranium Fund Inc. 1 15/03/2011 38 2.85 0 -3,000 Global Uranium Fund Inc. Equity Share Global Uranium Fund Inc. 1 15/03/2011 38 2.75 1,300 1,300 Global Uranium Fund Inc. Equity Share Global Uranium Fund Inc. 1 15/03/2011 38 2.75 0 -1,300 Global Uranium Fund Inc. Equity Share Global Uranium Fund Inc. 1 16/03/2011 38 2.95 3,000 3,000 Global Uranium Fund Inc. Equity Share Global Uranium Fund Inc. 1 16/03/2011 38 2.95 0 -3,000 Global Uranium Fund Inc. Equity Share Global Uranium Fund Inc. 1 16/03/2011 38 2.9 4,000 4,000 Global Uranium Fund Inc. Equity Share Global Uranium Fund Inc. 1 16/03/2011 38 2.9 0 -4,000 Global Uranium Fund Inc. Equity Share Global Uranium Fund Inc. 1 16/03/2011 38 2.8 1,000 1,000

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4460


T/O Unit Price


Acquired/ Disposed

Global Uranium Fund Inc. Equity Share Global Uranium Fund Inc. 1 16/03/2011 38 2.8 0 -1,000 Global Uranium Fund Inc. Equity Share Global Uranium Fund Inc. 1 16/03/2011 38 2.75 1,000 1,000 Global Uranium Fund Inc. Equity Share Global Uranium Fund Inc. 1 16/03/2011 38 2.75 0 -1,000 Global Uranium Fund Inc. Equity Share Global Uranium Fund Inc. 1 28/03/2011 38 2.9 3,000 3,000 Global Uranium Fund Inc. Equity Share Global Uranium Fund Inc. 1 28/03/2011 38 2.9 0 -3,000 Global Uranium Fund Inc. Equity Share Global Uranium Fund Inc. 1 29/03/2011 38 2.9 3,000 3,000 Global Uranium Fund Inc. Equity Share Global Uranium Fund Inc. 1 29/03/2011 38 2.9 0 -3,000 Global Uranium Fund Inc. Equity Share Global Uranium Fund Inc. 1 29/03/2011 38 2.85 3,000 3,000 Global Uranium Fund Inc. Equity Share Global Uranium Fund Inc. 1 29/03/2011 38 2.85 0 -3,000 Global Uranium Fund Inc. Equity Share Global Uranium Fund Inc. 1 29/03/2011 38 2.8 1,500 1,500 Global Uranium Fund Inc. Equity Share Global Uranium Fund Inc. 1 29/03/2011 38 2.8 0 -1,500 Globex Mining Enterprises Inc.

Options Atkinson, Ian 4 04/04/2011 50 2.75 180,000 30,000

Globex Mining Enterprises Inc.

Options BRYAN, Chris 4 04/04/2011 50 2.75 180,000 30,000


Options Schneyer, Joel David 4 04/04/2011 50 2.75 180,000 30,000


Options STOCH, DIANNE 4, 5 04/04/2011 50 2.75 436,600 36,600


Options STOCH, JACK 3, 4, 5 04/04/2011 50 2.75 323,800 48,800


Options Wilson, James Gordon 5 04/04/2011 50 70,800 45,800

Gluskin Sheff + Associates Inc.

Options Ginsler, Brian Leslie 5 01/04/2009 00 40,000

Gluskin Sheff + Associates Inc.

Options Ginsler, Brian Leslie 5 29/09/2009 50 75,000 35,000

GMIncome & Growth Fund Units GMIncome & Growth Fund 1 01/04/2011 38 11.59 91,000 200

Gold Canyon Resources Inc. Common Shares Inwentash, Sheldon 6 01/04/2011 10 3.325 2,350,000 50,000

Gold Canyon Resources Inc. Common Shares Obolensky, Ivan 4 28/03/2011 51 0.1 551,000 100,000

Gold Canyon Resources Inc. Options Obolensky, Ivan 4 28/03/2011 51 0.1 200,000 -100,000

Gold Canyon Resources Inc. Common Shares Riesmeyer, William Duncan 4 04/04/2011 10 3.948 132,500 -15,000

Gold Canyon Resources Inc. Common Shares Riesmeyer, William Duncan 4 06/04/2011 10 4.2923 127,500 -5,000

Gold Standard Ventures Corp.

OTC Calls (including Private Options to Purchase) private option

Threlkeld, William Earl II 4 17/03/2011 00

Gold Standard Ventures Corp.

OTC Calls (including Private Options to Purchase) private option

Threlkeld, William Earl II 4 05/04/2011 70 0.95 330,000 330,000

Golden Dawn Minerals Inc. Common Shares Wiese, Wolfgang 4, 5 05/04/2011 10 0.085 20,000 Golden Dawn Minerals Inc. Common Shares Wiese, Wolfgang 4, 5 06/04/2011 10 0.085 1,365,333 20,000 Golden Dawn Minerals Inc. Common Shares Wiese, Wolfgang 4, 5 06/04/2011 10 0.09 1,395,333 30,000 Golden Dawn Minerals Inc. Common Shares Wiese, Wolfgang 4, 5 07/04/2011 10 0.09 30,000 Golden Minerals Company Common Shares BLAKESTAD, ROBERT B. 5 03/04/2011 97 27,539 10,000

Golden Minerals Company Common Shares BLAKESTAD, ROBERT B. 5 04/04/2011 97 22.23 24,347 -3,192

Golden Minerals Company Restricted Common Shares

BLAKESTAD, ROBERT B. 5 03/04/2011 97 35,200 -10,000

Golden Minerals Company Common Shares Clevenger, Jeffrey Griswold 5 03/04/2011 97 110,737 47,500

Golden Minerals Company Common Shares Clevenger, Jeffrey Griswold 5 04/04/2011 97 22.23 95,974 -14,763


Clevenger, Jeffrey Griswold 5 03/04/2011 97 122,000 -47,500

Golden Minerals Company Common Shares Danni, Jerry Wayne 5 03/04/2011 97 23,613 10,000 Golden Minerals Company Common Shares Danni, Jerry Wayne 5 04/04/2011 97 22.23 20,445 -3,168 Golden Minerals Company Restricted Common

SharesDanni, Jerry Wayne 5 03/04/2011 97 39,800 -10,000

Golden Minerals Company Common Shares Friedman, Deborah 5 03/04/2011 97 17,500 7,500 Golden Minerals Company Restricted Common

SharesFriedman, Deborah 5 03/04/2011 97 22,600 -7,500

Golden Minerals Company Common Shares Vogels, Robert P. 5 03/04/2011 97 23,039 10,000 Golden Minerals Company Common Shares Vogels, Robert P. 5 04/04/2011 97 22.23 19,847 -3,192

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4461


T/O Unit Price


Acquired/ Disposed


Vogels, Robert P. 5 03/04/2011 97 34,800 -10,000

Golden Peaks Resources Ltd.

Common Shares Levings, John Andrew 4, 5 31/03/2011 00 9,011,445


Common Shares Lewis, Gary Leon 4, 5 31/03/2011 00 9,011,445


Common Shares Mitchell, Ian Burnham 4 31/03/2011 00 1,021,533

Golden Predator Corp. Options Abrams, Mark John 5 17/01/2011 00 100,000 Golden Queen Mining Co. Ltd.

Common Shares Klingmann, Hans Lutz 4, 5 04/04/2011 10 3.08 114,500 -110,000

Golden Queen Mining Co. Ltd.

Common Shares thompson, edward george 4, 5 07/04/2011 51 0.77 512,500 150,000

Golden Queen Mining Co. Ltd.

Options thompson, edward george 4, 5 07/04/2011 51 0.77 350,000 -150,000

GOLDEYE EXPLORATIONS LIMITED


3 01/04/2011 10 0.08 3,714,000 -286,000


Common Shares Pinetree Capital Ltd. 3 29/09/2010 11 0.1 22,250,000 5,000,000


Warrants Pinetree Capital Ltd. 3 29/09/2010 11 0.125 8,000,000 5,000,000

Grandview Gold Inc. Common Shares Consolidated International Investment Holdings Inc.

3 01/04/2011 10 0.06 2,290,333 -509,000

Great Basin Gold Ltd. Options Ngoma, Joshua Chimakula 4 15/07/2009 00 100,000

Great Basin Gold Ltd. Options Ngoma, Joshua Chimakula 4 26/03/2010 50 1.74 200,000 100,000

Great Basin Gold Ltd. Options Ngoma, Joshua Chimakula 4 11/03/2011 50 2.46 300,000 100,000

Greenfield Financial Group Inc.

Common Shares Ward, J. R. Kingsley 4, 6, 5 05/04/2011 10 0.17 428,265 107,000

Greenscape Capital Group Inc.

Common Shares Scharfe, Bradley Nixon 3 07/04/2011 10 0.23 6,028,661 5,000






Common Shares Slusarchuk, Bryan James Rees

4 04/04/2011 10 0.21 109,532 10,000


Common Shares Slusarchuk, Bryan James Rees

4 04/04/2011 10 0.21 134,532 25,000

Grenville Gold Corp. Common Shares Janda, Sonny 4 04/04/2011 00 125,000 Grenville Gold Corp. Warrants Janda, Sonny 4 04/04/2011 00 125,000 Greystar Resources Ltd. Common Shares Amber Capital LP 3 31/03/2011 10 2.625 8,761,456 1,684,400 Greystar Resources Ltd. Common Shares Rovig, David Bruce 4, 5 05/04/2011 10 3.2838 488,317 -22,000 Groupe Aeroplan Inc. Deferred Share Units Adams, David L. 5 31/03/2011 35 6,306 60 Groupe Aeroplan Inc. Deferred Share Units Brown, Robert Ellis 4 31/03/2011 35 13,319 127 Groupe Aeroplan Inc. Deferred Share Units Brown, Robert Ellis 4 01/04/2011 56 13.01 15,319 2,000 Groupe Aeroplan Inc. Deferred Share Units Doroniuk, Roman 4 31/03/2011 35 5,245 50 Groupe Aeroplan Inc. Deferred Share Units Doroniuk, Roman 4 01/04/2011 56 13.01 375 Groupe Aeroplan Inc. Deferred Share Units Doroniuk, Roman 4 01/04/2011 56 13.01 375 Groupe Aeroplan Inc. Deferred Share Units Doroniuk, Roman 4 01/04/2011 56 13.01 5,620 375 Groupe Aeroplan Inc. Deferred Share Units Duchesne, Rupert 4, 5 31/03/2011 35 69,520 665 Groupe Aeroplan Inc. Deferred Share Units Ferstman, Joanne Shari 4 31/03/2011 35 9,121 87 Groupe Aeroplan Inc. Deferred Share Units Ferstman, Joanne Shari 4 01/04/2011 56 13.01 11,225 2,104 Groupe Aeroplan Inc. Deferred Share Units Fortier, Michael M 4 31/03/2011 35 3,484 33 Groupe Aeroplan Inc. Deferred Share Units Fortier, Michael M 4 01/04/2011 56 13.01 3,859 375 Groupe Aeroplan Inc. Deferred Share Units Forzani, John 5 31/03/2011 35 9,756 93 Groupe Aeroplan Inc. Deferred Share Units Forzani, John 5 01/04/2011 56 13.01 10,611 855 Groupe Aeroplan Inc. Deferred Share Units Graham, Elizabeth 5 31/03/2011 35 30,320 290 Groupe Aeroplan Inc. Deferred Share Units Hounsell, Mark 5 31/03/2011 35 2,824 27 Groupe Aeroplan Inc. Deferred Share Units Laidley, David Howard 4 31/03/2011 35 22,598 216 Groupe Aeroplan Inc. Deferred Share Units Laidley, David Howard 4 01/04/2011 56 13.01 24,443 1,845 Groupe Aeroplan Inc. Deferred Share Units Port, Douglas D. 4 31/03/2011 35 8,345 80 Groupe Aeroplan Inc. Deferred Share Units Port, Douglas D. 4 01/04/2011 56 13.01 8,720 375 Groupe Aeroplan Inc. Deferred Share Units Rossy, Alan 4 31/03/2011 35 3,572 34 Groupe Aeroplan Inc. Deferred Share Units Rossy, Alan 4 01/04/2011 56 13.01 3,947 375 Groupe Aeroplan Inc. Deferred Share Units SONBERG, Melissa 5 31/03/2011 35 8,292 79 Groupe Aeroplan Inc. Deferred Share Units Timpano, Vincent Robert 5 31/03/2011 35 3,904 37

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4462


T/O Unit Price


Acquired/ Disposed

Groupworks Financial Corp. Common Shares Anderson, Scott Cameron 4 28/03/2011 10 0.28 586,000 50,000

Groupworks Financial Corp. Common Shares Anderson, Scott Cameron 4 31/03/2011 10 0.29 636,000 50,000

GSI Group Inc. Common Shares Bellantuoni, Anthony J. 5 31/03/2011 30 27,466 7,500 GWR Global Water Resources Corp.

Common Shares Alexander, Richard M. 4 30/12/2010 00

GWR Global Water Resources Corp.

Common Shares Alexander, Richard M. 4 04/04/2011 10 7.55 200 200


Common Shares Alexander, Richard M. 4 04/04/2011 10 7.6 2,000 1,800


Common Shares Alexander, Richard M. 4 04/04/2011 10 7.6 2,500 500

Hanfeng Evergreen Inc. Common Shares Edwin, Nordholm 4 05/04/2011 00 10,000 Hanfeng Evergreen Inc. Options Edwin, Nordholm 4 05/04/2011 00 Hanfeng Evergreen Inc. Options Edwin, Nordholm 4 05/04/2011 50 5.02 50,000 50,000 Hanfeng Evergreen Inc. Common Shares Merchant, Niral 5 04/04/2011 00 2,000 Hanfeng Evergreen Inc. Options Merchant, Niral 5 04/04/2011 00 240,000 Hanfeng Evergreen Inc. Options Owen, Loudon 4 24/02/2011 00 Hanfeng Evergreen Inc. Options Owen, Loudon 4 05/04/2011 50 250,000 250,000 Hard Creek Nickel Corporation

Common Shares Young, Leslie 5 04/04/2011 54 0.4 41,400 5,000

Hard Creek Nickel Corporation

Warrants Young, Leslie 5 04/04/2011 54 0.4 0 -5,000

Hardwoods Distribution Income Fund

Performance Unit Blanco, Lance Richard 5 31/03/2011 57 2.76 17,850 -35,701


Trust Units Blanco, Lance Richard 5 31/03/2011 57 2.76 53,551 35,701


Performance Unit Brown, Robert James 5 31/03/2011 57 2.76 11,131 -22,263


Trust Units Brown, Robert James 5 31/03/2011 57 2.76 33,394 22,263


Performance Unit Warner, Garry W. 5 31/03/2011 57 2.76 11,131 -22,263


Trust Units Warner, Garry W. 5 31/03/2011 57 2.76 53,874 22,263

Harry Winston Diamond Corporation

Common Shares Hamada, Makito 7 08/04/2011 51 3.78 53,000 8,250

Harry Winston Diamond Corporation

Restricted Share Units Pounds, James Richard 5 31/03/2011 57 30,686 -15,344

Hartco Inc. Common Shares Hartco Inc. 1 02/03/2011 38 3,190 -300 Hartco Inc. Common Shares Hartco Inc. 1 02/03/2011 38 1,545 -1,645 Hartco Inc. Common Shares Hartco Inc. 1 02/03/2011 38 0 -1,545 Hartco Inc. Common Shares Hartco Inc. 1 07/03/2011 38 3.86 1,645 1,645 Hartco Inc. Common Shares Hartco Inc. 1 09/03/2011 38 3.85 3,390 1,745 Hartco Inc. Common Shares Hartco Inc. 1 11/03/2011 38 3.85 5,135 1,745 Hartco Inc. Common Shares Hartco Inc. 1 14/03/2011 38 3.85 5,980 845 Hartco Inc. Common Shares Hartco Inc. 1 15/03/2011 38 3.84 7,725 1,745 Hartco Inc. Common Shares Hartco Inc. 1 16/03/2011 38 3.84 8,025 300 Hartco Inc. Common Shares Hartco Inc. 1 16/03/2011 38 6,380 -1,645 Hartco Inc. Common Shares Hartco Inc. 1 16/03/2011 38 4,635 -1,745 Hartco Inc. Common Shares Hartco Inc. 1 16/03/2011 38 2,890 -1,745 Hartco Inc. Common Shares Hartco Inc. 1 18/03/2011 38 3.83 3,035 145 Hartco Inc. Common Shares Hartco Inc. 1 21/03/2011 38 3.85 3,335 300 Hartco Inc. Common Shares Hartco Inc. 1 22/03/2011 38 3.66 5,080 1,745 Hartco Inc. Common Shares Hartco Inc. 1 23/03/2011 38 3.66 6,680 1,600 Hartco Inc. Common Shares Hartco Inc. 1 23/03/2011 38 5,835 -845 Hartco Inc. Common Shares Hartco Inc. 1 23/03/2011 38 4,090 -1,745 Hartco Inc. Common Shares Hartco Inc. 1 23/03/2011 38 3,790 -300 Hartco Inc. Common Shares Hartco Inc. 1 23/03/2011 38 3,645 -145 Hartco Inc. Common Shares Hartco Inc. 1 24/03/2011 38 3.61 3,845 200 Hartco Inc. Common Shares Hartco Inc. 1 25/03/2011 38 3.71 4,845 1,000 Hartco Inc. Common Shares Hartco Inc. 1 28/03/2011 38 3.65 5,045 200 Hartco Inc. Common Shares Hartco Inc. 1 30/03/2011 38 3.75 6,390 1,345 Hartco Inc. Common Shares Hartco Inc. 1 30/03/2011 38 6,090 -300 Hartco Inc. Common Shares Hartco Inc. 1 30/03/2011 38 4,345 -1,745 Hartco Inc. Common Shares Hartco Inc. 1 30/03/2011 38 2,745 -1,600 Hartco Inc. Common Shares Hartco Inc. 1 30/03/2011 38 2,545 -200 Hartco Inc. Common Shares Hartco Inc. 1 30/03/2011 38 1,545 -1,000 Hartco Inc. Common Shares Hartco Inc. 1 31/03/2011 38 3.82 3,290 1,745 Harvest Canadian Income & Growth Fund

Trust Units Harvest Canadian Income & Growth Fund

1 05/04/2011 10 700 700

Harvest Canadian Income & Growth Fund


1 05/04/2011 38 0 -700

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4463


T/O Unit Price


Acquired/ Disposed



1 06/04/2011 10 4,900 4,900



1 06/04/2011 38 0 -4,900

Harvest Sustainable Income Fund

Trust Units Harvest Sustainable Income Fund

1 05/04/2011 10 1,000 1,000



1 05/04/2011 38 0 -1,000



1 07/04/2011 10 1,500 1,500



1 07/04/2011 38 0 -1,500

Heatherdale Resources Ltd. Options Tan, Bernard 6 01/04/2011 50 106,800 22,800

Hi Ho Silver Resources Inc. Common Shares Maddin, Hugh 4 29/03/2011 10 0.08 5,897,841 -1,000,000

Hi Ho Silver Resources Inc. Options Maddin, Hugh 4 04/04/2011 50 0.08 1,250,000 1,250,000

High Liner Foods Incorporated

Options DICKSON, FRED 4 01/04/2011 59 10.33 5,500 -5,500


Common Shares FPR Holdings Limited 3 25/03/2011 90 14.9 2,093,000 -50,000


Common Shares FPR Holdings Limited 3 20/12/2007 00


Common Shares FPR Holdings Limited 3 25/03/2011 90 14.9 50,000 50,000


Non-Voting Shares High Liner Foods Incorporated

1 01/04/2011 38 13.75 50,000 50,000



1 01/04/2011 38 0 -50,000



1 01/04/2011 10 13.75 34,200 25,000


Common Shares Spavold, Stanley William Leo

4 01/04/2011 10 14.76 0 -5,000


Common Shares Thornridge Holdings Limited

3 24/07/2010 00



3 24/07/2010 11 11.67 4,868,750



3 05/11/2010 00



3 05/11/2010 11 11.67 4,868,750 4,868,750



3 04/04/2011 10 14.8 400,000



3 04/04/2011 11 14.8 2,220,000 400,000



3 24/07/2010 00



3 05/11/2010 00


Non-Voting Shares Thornridge Holdings Limited

3 24/07/2010 00


Non-Voting Shares Thornridge Holdings Limited

3 05/11/2010 00

Holloway Lodging Real Estate Investment Trust

Trust Units Rapps, Michael 4 24/12/2010 00

Holloway Lodging Real Estate Investment Trust

Trust Units Rapps, Michael 4 04/04/2011 10 0.325 4,000 4,000

Homburg Canada Real Estate Investment Trust

Trust Units Matheson, Frank Wallace 4 25/05/2010 00

Homburg Canada Real Estate Investment Trust

Trust Units Matheson, Frank Wallace 4 01/04/2011 10 12.18 2,500 2,500

HOMEQ Corporation Common Shares Bandler, Gregory 5 30/06/2009 00 HOMEQ Corporation Common Shares Bandler, Gregory 5 04/04/2011 57 6,645 6,645 HOMEQ Corporation Restricted Share Units Bandler, Gregory 5 04/04/2011 30 18,778 878 HOMEQ Corporation Restricted Share Units Bandler, Gregory 5 04/04/2011 57 12,133 -6,645 HOMEQ Corporation Common Shares Cameron, Scott 5 30/06/2009 00 HOMEQ Corporation Common Shares Cameron, Scott 5 04/04/2011 90 2,772 2,772 HOMEQ Corporation Common Shares Cameron, Scott 5 04/04/2011 57 2,772 HOMEQ Corporation Common Shares Cameron, Scott 5 04/04/2011 57 2,772 HOMEQ Corporation Restricted Share Units Cameron, Scott 5 04/04/2011 30 7,571 338 HOMEQ Corporation Restricted Share Units Cameron, Scott 5 04/04/2011 57 4,799 -2,772 HOMEQ Corporation Common Shares Dryden, Wendy 5 30/06/2009 00

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4464


T/O Unit Price


Acquired/ Disposed

HOMEQ Corporation Common Shares Dryden, Wendy 5 04/04/2011 57 2,726 2,726 HOMEQ Corporation Restricted Share Units Dryden, Wendy 5 04/04/2011 30 7,561 328 HOMEQ Corporation Restricted Share Units Dryden, Wendy 5 04/04/2011 57 4,835 -2,726 HOMEQ Corporation Common Shares Krikler, Gary 5 30/06/2009 00 HOMEQ Corporation Common Shares Krikler, Gary 5 04/04/2011 57 6,645 6,645 HOMEQ Corporation Restricted Share Units Krikler, Gary 5 04/04/2011 30 18,778 878 HOMEQ Corporation Restricted Share Units Krikler, Gary 5 04/04/2011 57 12,133 -6,645 HOMEQ Corporation Common Shares Ranson, Steven 4, 5 30/06/2009 00 HOMEQ Corporation Common Shares Ranson, Steven 4, 5 04/04/2011 57 15,481 15,481 HOMEQ Corporation Restricted Share Units Ranson, Steven 4, 5 04/04/2011 30 39,914 2,148 HOMEQ Corporation Restricted Share Units Ranson, Steven 4, 5 04/04/2011 57 24,433 -15,481 HSE Integrated Ltd. Deferred Share Units Bagan, Kenneth Michael 4 04/04/2011 97 35,267 15,019 HSE Integrated Ltd. Deferred Share Units Brewster, James 4, 5 04/04/2011 97 67,883 13,577 HSE Integrated Ltd. Options Hamilton, Ian Edward 5 04/04/2011 50 55,000 15,000 HSE Integrated Ltd. Deferred Share Units Hill, James 4 04/04/2011 97 31,598 14,058 HSE Integrated Ltd. Options Jackson, Jarvis Arlyne 5 04/04/2011 50 70,000 10,000 HSE Integrated Ltd. Deferred Share Units Levitt, Bruce Andreas 4 04/04/2011 97 39,218 15,981 HSE Integrated Ltd. Options McLeod-Hill, Lori Lynn 5 04/04/2011 50 245,000 45,000 HSE Integrated Ltd. Options Roberts, Glenn Ross 5 04/04/2011 50 415,000 55,000 HSE Integrated Ltd. Deferred Share Units Robinson, Douglas F. 4 04/04/2011 97 102,294 19,827 HSE Integrated Ltd. Options Yager, David Lenard 4, 5 04/04/2011 50 535,000 60,000 HudBay Minerals Inc. Common Shares Garofalo, David 7, 5 06/04/2011 30 16.16 80,778 911 HUSKY ENERGY INC. Common Shares Ghosh, Asim 4, 5 01/04/2011 10 29.43 39,397 397 HUSKY ENERGY INC. Common Shares Hutchison Whampoa

Luxembourg Holdings S.à r.l.

3 01/04/2011 35 29.393 310,798,205 3,077,209

HUSKY ENERGY INC. Common Shares Li, Ka-shing 3, 6 01/04/2011 35 29.393 325,598,578 3,223,748 HUSKY ENERGY INC. Common Shares Warnock, Roy Clifford 2 01/04/2011 35 29.432 18,749 189 HUSKY ENERGY INC. Common Shares Warnock, Roy Clifford 2 01/04/2011 35 29.432 67,769 683 Hy Lake Gold Inc. Common Shares Inwentash, Sheldon 3, 6 07/04/2011 00 2,250,000 Hy Lake Gold Inc. Warrants Inwentash, Sheldon 3, 6 07/04/2011 00 2,000,000 Hy Lake Gold Inc. Common Shares Pinetree Capital Ltd. 3 07/04/2011 00 2,250,000 Hy Lake Gold Inc. Warrants Pinetree Capital Ltd. 3 07/04/2011 00 2,000,000 IAMGOLD Corporation Common Shares Caldwell, John Edward 4 31/03/2011 46 21.37 9,720 500 IBI Group Inc. Rights Deferred Unit Karp, Allen 4 29/01/2010 30 360 IBI Group Inc. Rights Deferred Unit Karp, Allen 4 29/01/2010 30 360 IBI Group Inc. Rights Deferred Unit Karp, Allen 4 31/12/2010 56 2,183 IBI Group Inc. Rights Deferred Unit Karp, Allen 4 31/12/2010 56 2,183 IBI Group Inc. Rights Deferred Unit Karp, Allen 4 02/01/2011 56 4,503 2,183 IBI Group Inc. Rights Deferred Unit Karp, Allen 4 02/01/2011 30 4,863 360 IBI Group Inc. Common Shares Marchment, Alan 4 01/01/2011 00 IBI Group Inc. Common Shares Marchment, Alan 4 25/03/2011 10 15.568 5,000 5,000 IBI Group Inc. Rights Deferred Unit Marchment, Alan 4 31/12/2010 30 414 IBI Group Inc. Rights Deferred Unit Marchment, Alan 4 31/12/2010 56 3,791 IBI Group Inc. Rights Deferred Unit Marchment, Alan 4 02/01/2011 30 414 IBI Group Inc. Rights Deferred Unit Marchment, Alan 4 02/01/2011 30 414 IBI Group Inc. Rights Deferred Unit Marchment, Alan 4 02/01/2011 56 3,791 IBI Group Inc. Rights Deferred Unit Marchment, Alan 4 02/01/2011 56 3,791 IBI Group Inc. Rights Deferred Unit Marchment, Alan 4 02/01/2011 56 5,965 3,791 IBI Group Inc. Rights Deferred Unit Marchment, Alan 4 02/01/2011 30 6,379 414 IBI Group Inc. Rights Deferred Unit Richmond, Dale Elson 4 31/12/2010 30 550 IBI Group Inc. Rights Deferred Unit Richmond, Dale Elson 4 31/12/2010 30 550 IBI Group Inc. Rights Deferred Unit Richmond, Dale Elson 4 31/12/2010 56 3,328 IBI Group Inc. Rights Deferred Unit Richmond, Dale Elson 4 31/12/2010 56 3,328 IBI Group Inc. Rights Deferred Unit Richmond, Dale Elson 4 02/01/2011 30 3,328 IBI Group Inc. Rights Deferred Unit Richmond, Dale Elson 4 02/01/2011 30 3,328 IBI Group Inc. Rights Deferred Unit Richmond, Dale Elson 4 02/01/2011 56 6,811 3,328 IBI Group Inc. Rights Deferred Unit Richmond, Dale Elson 4 02/01/2011 30 7,361 550 IBI Group Inc. Rights Deferred Unit Sanchez, David 4 31/12/2010 30 360 IBI Group Inc. Rights Deferred Unit Sanchez, David 4 31/12/2010 30 360 IBI Group Inc. Rights Deferred Unit Sanchez, David 4 31/12/2010 56 3,328 IBI Group Inc. Rights Deferred Unit Sanchez, David 4 31/12/2010 56 3,328 IBI Group Inc. Rights Deferred Unit Sanchez, David 4 02/01/2011 56 5,181 3,328 IBI Group Inc. Rights Deferred Unit Sanchez, David 4 02/01/2011 30 5,541 360 IGM Financial Inc. Common Shares IGM Financial Inc. 1 18/03/2011 38 43.851 750,000 750,000 IGM Financial Inc. Common Shares IGM Financial Inc. 1 18/03/2011 38 0 -750,000 IGM Financial Inc. Common Shares IGM Financial Inc. 1 21/03/2011 38 44.749 750,000 750,000 IGM Financial Inc. Common Shares IGM Financial Inc. 1 21/03/2011 38 0 -750,000 IMAX Corporation Rights stock appreciation

rightsGelfond, Richard L. 4, 5 04/04/2011 59 150,000 -75,000

IMAX Corporation Rights stock appreciation rights

Wechsler, Bradley J. 4, 5 04/04/2011 59 150,000 -75,000

ImmunoVaccine Inc. Common Shares Dawe, Wade K. 4 30/09/2009 36 8,000 -32,000

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4465


T/O Unit Price


Acquired/ Disposed

ImmunoVaccine Technologies Inc.

Common Shares Dawe, Wade K. 4 30/09/2009 36 494,626

ImmunoVaccine Technologies Inc.

Common Shares Dawe, Wade K. 4 30/09/2009 36 8,000 -32,000

Imperial Oil Limited Rights Deferred Share Units

Hoeg, Krystyna Theresa 4 31/03/2011 56 9,044 671


MINTZ, JACK MAURICE 4 31/03/2011 56 8,214 344


Sutherland, David Stewart 4 31/03/2011 56 2,877 658


Whittaker, Sheelagh 4 31/03/2011 56 37,280 82


Young, Victor Leyland 4 31/03/2011 56 7,946 180

In-Touch Survey Systems Ltd.

Common Shares Gaffney, Michael John 5 31/08/2001 51 0.1 200,000

In-Touch Survey Systems Ltd.

Common Shares Gaffney, Michael John 5 31/03/2011 51 0.1 2,208,794 200,000

INDEXPLUS Dividend Fund Trust Units Indexplus Dividend Fund 1 04/04/2011 38 11.95 37,200 800

Industrial Alliance Insurance and Financial Services inc.

unités d'actions différées (uda)-differed shared units (dsa)

Belec, Anne 4 31/03/2011 56 38.83 3,048 453



Gadbois, L.G. Serge 4 31/03/2011 56 38.83 3,948 139



Lachapelle, Lise 4 31/03/2011 56 38.83 8,317 190



Lamoureux, Claude 4 31/03/2011 56 38.83 1,502 431



LeBoutillier, John 4 31/03/2011 56 38.83 15,654 637



McGuire, Francis Phillip 4 31/03/2011 56 38.83 19,441 634



Pantelidis, James 4 31/03/2011 56 38.83 14,221 612



Peterson, David Robert 4 31/03/2011 56 38.83 17,766 515



Ritchie, Mary 4 31/03/2011 56 38.83 2,350 270

Industrial Alliance Insurance and Financial Services Inc.


Carrothers, Douglas, Alexander

7 31/03/2010 56 31.79 323

Industrial Alliance Insurance and Financial Services Inc.


Carrothers, Douglas, Alexander

7 31/03/2010 56 33.51 953 7

Innovente Inc. Common Shares Dupont, Luc 4 23/03/2011 00 58,823 Innovente Inc. Options Dupont, Luc 4 23/03/2011 00 Innovente Inc. Options Dupont, Luc 4 23/03/2011 00 Innovente Inc. Options Dupont, Luc 4 25/03/2011 50 0.85 75,000 75,000 Innovente Inc. Warrants Dupont, Luc 4 23/03/2011 00 58,823 InnVest Operations Trust Restricted Units Gibson, Kenneth 4 31/12/2010 00 47,378 InnVest Operations Trust Restricted Units Gibson, Kenneth 4 31/03/2011 56 62,193 14,815 InnVest Operations Trust Restricted Units Kosziwka, George 4 31/12/2010 00 9,486 InnVest Operations Trust Restricted Units Lawson, Tamara 4 31/12/2010 00 23,995 InnVest Operations Trust Restricted Units Lawson, Tamara 4 31/03/2011 56 32,995 9,000 InnVest Real Estate Investment Trust

Restricted Units Gibson, Kenneth 5 26/07/2002 00 47,378

InnVest Real Estate Investment Trust

Restricted Units Gibson, Kenneth 5 31/03/2011 56 62,193 14,815


Restricted Units Kosziwka, George 5 31/12/2010 00 9,486


Restricted Units Lawson, Tamara 5 26/07/2002 00 23,995


Restricted Units Lawson, Tamara 5 31/03/2011 56 32,995 9,000

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4466


T/O Unit Price


Acquired/ Disposed

Intact Financial Corporation Common Shares Dionne, Michel 5 31/03/2010 30 44.424 582 2

Intact Financial Corporation Common Shares Dionne, Michel 5 25/11/2010 10 49.17 -298

Intact Financial Corporation Common Shares Dionne, Michel 5 25/11/2010 10 49.17 282 -300

Intact Financial Corporation Common Shares Dionne, Michel 5 31/03/2011 30 44.424 2

Intact Financial Corporation Common Shares Intact Financial Corporation 1 01/03/2011 38 48.647 35,700 27,100








Intact Financial Corporation Common Shares Intact Financial Corporation 1 10/03/2011 38 155,600 -239,600
















Intact Financial Corporation Common Shares Intact Financial Corporation 1 30/03/2011 38 49 96,700 2,500


Intact Financial Corporation Common Shares PROVOST, MARC 5 31/03/2010 35 81

Intact Financial Corporation Common Shares PROVOST, MARC 5 31/03/2010 35 81

Intact Financial Corporation Common Shares PROVOST, MARC 5 31/12/2010 30 44.58 81

Intact Financial Corporation Common Shares PROVOST, MARC 5 31/12/2010 30 44.58 13,279 81

Inter Pipeline Fund Deferred Unit Right Dusevic Oliva, Anita Elizabeth

5 05/04/2011 57 16.242 26,443 -4,000

Inter Pipeline Fund Deferred Unit Right Madro, James Joseph 5 05/04/2011 57 16.242 64,760 -9,710 Inter Pipeline Fund Deferred Unit Right Roberge, Jeremy Allan 5 05/04/2011 57 16.242 63,501 -7,000

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4467


T/O Unit Price


Acquired/ Disposed

Inter Pipeline Fund Deferred Unit Right van Yzerloo, William Arnold 5 05/04/2011 57 16.242 172,085 -30,559

Inter-Citic Minerals Inc. Options Moore, James Joseph 4, 5 01/04/2011 50 1.88 2,087,826 285,000 Intermap Technologies Corporation

Options Bakken, Jennifer 8 06/04/2011 50 0.43 102,000 92,000

Intermap Technologies Corporation

Options Burns, Kevin 5 04/04/2011 00


Options Burns, Kevin 5 06/04/2011 50 0.66 225,000 225,000


Options Cunningham, David 4 06/04/2011 50 0.43 198,000 88,000


Options Denman, Adam 1 06/04/2011 50 0.43 120,000 40,000


Options Jackson, Nigel Derek 5 06/04/2011 50 0.43 212,134 92,800


Options Tennant, J Keith 5 09/03/2011 00 64,000


Options Tennant, J Keith 5 06/04/2011 50 0.43 244,000 180,000


Options Utter, Harry William 7 06/04/2011 50 0.43 147,200 71,200

International Northair Mines Ltd.

Common Shares Hewett, Frederic George 4, 5 01/04/2011 54 100000 100,000


Common Shares Hewett, Frederic George 4, 5 01/04/2011 54 0.2 693,820 100,000


Common Shares Hewett, Frederic George 4, 5 07/04/2011 10 0.72 671,820 -22,000


Common Shares Hewett, Frederic George 4, 5 07/04/2011 54 0.2 746,820 75,000


Warrants Hewett, Frederic George 4, 5 14/05/2010 30 0.2 175,000 25,000


Warrants Hewett, Frederic George 4, 5 07/04/2011 54 0.2 0 -75,000


Common Shares Inwentash, Sheldon 3 01/04/2011 10 0.58 3,250,000 250,000


Common Shares Inwentash, Sheldon 3 04/04/2011 10 0.6218 3,500,000 250,000


Common Shares Zacharias, Bernie 5 04/04/2011 10 0.62 345,000 -20,000


Common Shares Zacharias, Bernie 5 04/04/2011 10 0.66 344,500 -500







Intertainment Media Inc. Common Shares Penney, Brian Kenneth 4 05/04/2011 10 0.8 340,000 -10,000 Intertainment Media Inc. Common Shares Shea, Kevin 4 05/04/2011 51 0.14 225,000 225,000 Intertainment Media Inc. Options Shea, Kevin 4 05/04/2011 51 0.14 260,000 -225,000 Intertainment Media Inc. Common Shares Willer, Herb 4 05/04/2011 10 0.76 350,000 -50,000 Intertape Polymer Group Inc. Common Shares Carpenter, Jim Bob 5 31/03/2011 30 26,187 -8

Intertape Polymer Group Inc. Common Shares Hildreth, Burgess 5 31/03/2011 30 32,535 -59

Intertape Polymer Group Inc. Common Shares Yull, Gregory 5 31/03/2011 30 569

Intertape Polymer Group Inc. Common Shares Yull, Gregory 5 31/03/2011 30 154,050 569

IOU Financial Inc. Multiple Voting Shares CATEGORIE B (known as Class B common Shares)

The Marleau Capital Corporation Inc.

3 29/03/2011 11 0.4 4,785,178 -6,500

IROC Energy Services Corp. Common Shares Copeland, Donald Darrell 4 23/11/2010 00

IROC Energy Services Corp. Common Shares Copeland, Donald Darrell 4 07/04/2011 10 1.4 143,000 143,000

Iron Creek Capital Corp. Common Shares Bales, Kevin 5 04/04/2011 10 0.75 1,308 -4,000 iSign Media Solutions Inc. Options (Incentive Stock

Options) DeCristofaro, Anthony 4 05/04/2011 00 125,000

iSign Media Solutions Inc. Options (Incentive Stock Options)

Minor, Michael Wallace 4 05/04/2011 50 250,000 125,000

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4468


T/O Unit Price


Acquired/ Disposed


Romanov, Alexander Nickolas

3, 4 05/04/2011 50 250,000 125,000


Stikeman, Harry Robert Heward

4 05/04/2011 50 0.25 250,000 125,000

Ivanhoe Energy Inc. Common Shares Martin, David 4, 5 30/03/2011 10 2.78 1,662,614 -26,599 Ivanhoe Energy Inc. Common Shares Martin, David 4, 5 30/03/2011 10 2.79 1,643,014 -19,600 Ivanhoe Energy Inc. Common Shares Martin, David 4, 5 30/03/2011 10 2.81 1,624,413 -18,601 Ivanhoe Energy Inc. Common Shares Martin, David 4, 5 30/03/2011 10 2.795 1,614,513 -9,900 Ivanhoe Energy Inc. Common Shares Martin, David 4, 5 30/03/2011 10 2.8 1,614,313 -200 Ivanhoe Energy Inc. Common Shares Martin, David 4, 5 30/03/2011 10 2.785 1,614,213 -100 Ivanhoe Mines Ltd. Common Shares Balloch, Howard 4 04/04/2011 10 27.14 38,631 -100 Ivanhoe Mines Ltd. Common Shares Balloch, Howard 4 04/04/2011 10 27.15 35,331 -3,300 Ivanhoe Mines Ltd. Common Shares Balloch, Howard 4 05/04/2011 10 27.5 30,331 -5,000 Ivanhoe Mines Ltd. Common Shares Faber, Marc 4 05/04/2011 51 10.56 53,731 28,731 Ivanhoe Mines Ltd. Common Shares Faber, Marc 4 05/04/2011 10 27.07 51,531 -2,200 Ivanhoe Mines Ltd. Common Shares Faber, Marc 4 05/04/2011 10 27.01 49,031 -2,500 Ivanhoe Mines Ltd. Common Shares Faber, Marc 4 05/04/2011 10 26.99 46,531 -2,500 Ivanhoe Mines Ltd. Common Shares Faber, Marc 4 05/04/2011 10 26.96 44,031 -2,500 Ivanhoe Mines Ltd. Options Faber, Marc 4 05/04/2011 51 10.56 216,866 -28,731 Ivanhoe Mines Ltd. Common Shares Flood, Raymond Edward 4 04/04/2011 10 26.64 77,553 -300 Ivanhoe Mines Ltd. Common Shares Flood, Raymond Edward 4 04/04/2011 10 26.65 74,953 -2,600 Ivanhoe Mines Ltd. Common Shares Flood, Raymond Edward 4 04/04/2011 10 26.66 68,453 -6,500 Ivanhoe Mines Ltd. Common Shares Flood, Raymond Edward 4 04/04/2011 10 26.67 60,166 -8,287 Ivanhoe Mines Ltd. Common Shares Flood, Raymond Edward 4 04/04/2011 10 26.68 55,666 -4,500 Ivanhoe Mines Ltd. Common Shares Flood, Raymond Edward 4 04/04/2011 10 26.69 54,566 -1,100 Ivanhoe Mines Ltd. Common Shares Flood, Raymond Edward 4 04/04/2011 10 26.7 52,266 -2,300 Ivanhoe Mines Ltd. Common Shares Flood, Raymond Edward 4 04/04/2011 10 26.71 50,666 -1,600 Ivanhoe Mines Ltd. Common Shares Flood, Raymond Edward 4 04/04/2011 10 26.72 49,866 -800 Ivanhoe Mines Ltd. Common Shares Flood, Raymond Edward 4 04/04/2011 10 26.73 47,666 -2,200 Ivanhoe Mines Ltd. Common Shares Flood, Raymond Edward 4 04/04/2011 10 26.74 46,166 -1,500 Ivanhoe Mines Ltd. Common Shares Flood, Raymond Edward 4 04/04/2011 10 26.75 43,766 -2,400 Ivanhoe Mines Ltd. Common Shares Giardini, Tony Serafino 5 30/03/2011 51 9.73 197,484 75,000 Ivanhoe Mines Ltd. Common Shares Giardini, Tony Serafino 5 30/03/2011 10 27.17 122,484 -75,000 Ivanhoe Mines Ltd. Common Shares Giardini, Tony Serafino 5 31/03/2011 51 9.73 147,484 25,000 Ivanhoe Mines Ltd. Common Shares Giardini, Tony Serafino 5 31/03/2011 10 27.6 122,484 -25,000 Ivanhoe Mines Ltd. Common Shares Giardini, Tony Serafino 5 31/03/2011 10 26.52 107,371 -15,113 Ivanhoe Mines Ltd. Common Shares Giardini, Tony Serafino 5 01/04/2011 51 9.73 153,371 46,000 Ivanhoe Mines Ltd. Common Shares Giardini, Tony Serafino 5 01/04/2011 10 27.54 107,371 -46,000 Ivanhoe Mines Ltd. Common Shares Giardini, Tony Serafino 5 04/04/2011 51 9.73 211,371 104,000 Ivanhoe Mines Ltd. Common Shares Giardini, Tony Serafino 5 04/04/2011 10 27.64 107,371 -104,000 Ivanhoe Mines Ltd. Common Shares Giardini, Tony Serafino 5 05/04/2011 10 26.8 91,160 -16,211 Ivanhoe Mines Ltd. Common Shares Giardini, Tony Serafino 5 05/04/2011 10 26.95 75,000 -16,160 Ivanhoe Mines Ltd. Options Giardini, Tony Serafino 5 30/03/2011 51 9.73 860,978 -75,000 Ivanhoe Mines Ltd. Options Giardini, Tony Serafino 5 31/03/2011 51 9.73 835,978 -25,000 Ivanhoe Mines Ltd. Options Giardini, Tony Serafino 5 01/04/2011 51 9.73 789,978 -46,000 Ivanhoe Mines Ltd. Options Giardini, Tony Serafino 5 04/04/2011 51 9.73 685,978 -104,000 Ivanhoe Mines Ltd. Common Shares Huberman, David 4 04/04/2011 10 26.818 150,204 -10,000 Ivanhoe Mines Ltd. Common Shares Huberman, David 4 04/04/2011 10 26.857 140,204 -10,000 Ivanhoe Mines Ltd. Common Shares Macken, John 4, 5 01/04/2011 51 2.82 511,664 300,000 Ivanhoe Mines Ltd. Common Shares Macken, John 4, 5 01/04/2011 10 27 211,664 -300,000 Ivanhoe Mines Ltd. Options Macken, John 4, 5 01/04/2011 51 2.82 5,551,407 -300,000 James Bay Resources Limited

Common Shares Shefsky, Stephen 3, 4, 5 30/03/2011 47 1,134,200 -50,000

Jovian Capital Corporation Common Shares Employee Share Purchase Plan

1 28/03/2011 30 8.8 45,113 1,464

Jovian Capital Corporation Common Shares Employee Share Purchase Plan

1 29/03/2011 30 8.65 46,972 1,859

Just Energy Group Inc. Rights Directors Compensation Plan

Brussa, John Albert 4 31/03/2011 56 9,048 666


GIBSON, BRUCE 4 31/03/2011 56 2,288 1,452

Just Energy Group Inc. Common Shares Giffin, Gordon D. 4 01/01/2011 00 Just Energy Group Inc. Common Shares Giffin, Gordon D. 4 31/03/2011 46 1,387 1,387 Just Energy Group Inc. Rights Directors

Compensation Plan Giffin, Gordon D. 4 31/03/2011 56 35,431 719


KIRBY, MICHAEL 4 31/03/2011 56 9,148 427


McMurtry, Roy 4 31/03/2011 56 5,186 346


Segal, Hugh David 5 31/03/2011 56 9,122 433


SMITH, BRIAN 4 31/03/2011 56 37,397 1,725

Karmin Exploration Inc. Common Shares Karr Securities Inc. 3 30/03/2011 10 0.245 13,898,834 5,000

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4469


T/O Unit Price


Acquired/ Disposed

Karmin Exploration Inc. Common Shares Karr Securities Inc. 3 31/03/2011 10 0.245 13,899,501 667 Karnalyte Resources Inc. Common Shares Sharpe, Paul Stephen 4 07/04/2011 51 5 110,580 2,000 Karnalyte Resources Inc. Options Sharpe, Paul Stephen 4 07/04/2011 51 5 21,000 -2,000 Katanga Mining Limited Common Shares Berber, Rafael 4 02/04/2011 57 8,660 2,887 Katanga Mining Limited Restricted Share Unit Berber, Rafael 4 02/04/2011 57 0 -2,887 Katanga Mining Limited Restricted Share Unit Mistakidis, Aristotelis 4 02/04/2011 57 0 -2,887 Katanga Mining Limited Common Shares Robinson, Terry John 4 02/04/2011 57 10,411 2,887 Katanga Mining Limited Restricted Share Unit Robinson, Terry John 4 02/04/2011 57 0 -2,887 Katanga Mining Limited Common Shares Stoyell, Eric Hugh John 4, 5 02/04/2011 57 44,411 2,887 Katanga Mining Limited Restricted Share Unit Stoyell, Eric Hugh John 4, 5 02/04/2011 57 0 -2,887 Keegan Resources Inc. Common Shares McCoy, Daniel 4, 5 06/04/2011 10 9.344 108,685 -40,000 Keegan Resources Inc. Options McCoy, Daniel 4, 5 17/03/2011 50 8 306,909 150,000 Keegan Resources Inc. Options McCunn, Gregory John 5 04/04/2011 00 Keegan Resources Inc. Options McCunn, Gregory John 5 04/04/2011 00 Keegan Resources Inc. Options McCunn, Gregory John 5 04/04/2011 50 8 300,000 300,000 Keegan Resources Inc. Common Shares Ricci, Antonio 4, 5 07/04/2011 10 9 67,000 -3,000 Keegan Resources Inc. Common Shares Ricci, Antonio 4, 5 08/04/2011 10 9.11 64,000 -3,000 Keegan Resources Inc. Common Shares Wallace, Shawn 4, 5 06/04/2011 51 3.31 67,200 50,000 Keegan Resources Inc. Common Shares Wallace, Shawn 4, 5 06/04/2011 51 4.01 117,200 50,000 Keegan Resources Inc. Common Shares Wallace, Shawn 4, 5 06/04/2011 10 9.0033 17,200 -100,000 Keegan Resources Inc. Options Wallace, Shawn 4, 5 06/04/2011 51 3.31 670,000 -50,000 Keegan Resources Inc. Options Wallace, Shawn 4, 5 06/04/2011 51 4.01 620,000 -50,000 Keyera Corp. Common Shares Catell, Robert B. 4 05/04/2011 30 38.9 496 496 Keyera Corp. Common Shares Davies, Michael Bruce

Cook4 05/04/2011 30 38.9 366 366

Keyera Corp. Common Shares Laird, Nancy M. 4 05/04/2011 30 38.9 183 183 Keyera Corp. Common Shares Nichols, H. Neil 4 05/04/2011 30 38.9 611 611 Keyera Corp. Common Shares Stedman, William Richard 4 05/04/2011 30 38.9 96 96 Killam Properties Inc. Common Shares Crowell, Pamela Florence 5 06/04/2011 10 10.54 4,083 -3,000 Killam Properties Inc. Common Shares Crowell, Pamela Florence 5 06/04/2011 10 10.59 2,083 -2,000 Killam Properties Inc. Common Shares Noseworthy, Dale 5 01/04/2011 51 9.92 7,500 1,250 Killam Properties Inc. Common Shares Noseworthy, Dale 5 01/04/2011 51 9.6 8,750 1,250 Killam Properties Inc. Common Shares Noseworthy, Dale 5 01/04/2011 51 7.94 12,250 3,500 Killam Properties Inc. Common Shares Noseworthy, Dale 5 01/04/2011 51 8.16 15,750 3,500 Killam Properties Inc. Common Shares Noseworthy, Dale 5 05/04/2011 10 10.405 6,250 -9,500 Killam Properties Inc. Options Noseworthy, Dale 5 01/04/2011 51 9.92 25,000 -1,250 Killam Properties Inc. Options Noseworthy, Dale 5 01/04/2011 51 9.6 23,750 -1,250 Killam Properties Inc. Options Noseworthy, Dale 5 01/04/2011 51 7.94 20,250 -3,500 Killam Properties Inc. Options Noseworthy, Dale 5 01/04/2011 51 8.16 16,750 -3,500 Kinross Gold Corporation Common Shares Baker, Rick Allen 5 31/03/2011 30 15.44 29,500 600 Kinross Gold Corporation Restricted Shares Baker, Rick Allen 5 31/03/2011 35 15.28 17,506 55 Kinross Gold Corporation Rights Deferred Share

Units Brough, John A. 4 31/03/2011 97 16,257 51

Kinross Gold Corporation Common Shares Burt, Tye Winston 4, 5 31/03/2011 30 15.17 534,074 3,362 Kinross Gold Corporation Restricted Shares Burt, Tye Winston 4, 5 31/03/2011 35 15.28 365,471 1,162 Kinross Gold Corporation Rights Deferred Share

Units Carrington, John Kemp 4 31/03/2011 46 15.35 23,443 1,857

Kinross Gold Corporation Rights Deferred Share Units

Carrington, John Kemp 4 31/03/2011 97 23,511 68


Clark, Richard Peter 4 03/11/2010 00


Clark, Richard Peter 4 31/03/2011 46 15.35 950 950

Kinross Gold Corporation Common Shares Colnett, Lisa 5 31/03/2011 30 15.17 9,732 238 Kinross Gold Corporation Restricted Shares Colnett, Lisa 5 31/03/2011 35 15.28 83,854 266 Kinross Gold Corporation Common Shares Crossland, James 5 31/03/2011 30 15.17 42,101 593 Kinross Gold Corporation Restricted Shares Crossland, James 5 31/03/2011 35 15.28 90,636 288 Kinross Gold Corporation Restricted Shares Flores Zelaya, Jose

Eduardo7 31/03/2011 35 15.28 39,589 116

Kinross Gold Corporation Common Shares Galassini, John Christopher 7 31/03/2011 30 15.44 10,537 725

Kinross Gold Corporation Restricted Shares Galassini, John Christopher 7 31/03/2011 35 15.28 36,276 115

Kinross Gold Corporation Common Shares Gold, Geoffrey Peters 5 31/03/2011 30 15.17 82,638 988 Kinross Gold Corporation Restricted Shares Gold, Geoffrey Peters 5 31/03/2011 35 15.28 105,506 335 Kinross Gold Corporation Common Shares Henderson, Robert Duncan 5 31/03/2011 30 15.17 20,443 179

Kinross Gold Corporation Restricted Shares Henderson, Robert Duncan 5 31/03/2011 35 15.28 32,549 103

Kinross Gold Corporation Restricted Shares Hickey, Patrick 5 31/03/2011 35 15.28 18,520 58 Kinross Gold Corporation Restricted Shares Hinze, Brant Elmer 5 31/03/2011 35 15.28 67,638 215 Kinross Gold Corporation Restricted Shares Humberto, Aquino 5 31/03/2011 35 15.28 26,841 85 Kinross Gold Corporation Rights Deferred Share

Units Huxley, John M.H. 4 31/03/2011 46 15.35 39,318 1,588

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4470


T/O Unit Price


Acquired/ Disposed


Huxley, John M.H. 4 31/03/2011 97 39,438 120

Kinross Gold Corporation Common Shares Isto, Mark Edward 5 31/03/2011 30 15.17 20,732 712 Kinross Gold Corporation Restricted Shares Isto, Mark Edward 5 31/03/2011 35 15.28 31,807 101 Kinross Gold Corporation Rights Deferred Share

Units Keyes, John A. 4 31/03/2011 46 15.35 32,620 835


Keyes, John A. 4 31/03/2011 97 32,721 101

Kinross Gold Corporation Common Shares Lam, Juliana Lan 5 31/03/2011 30 15.17 14,381 742 Kinross Gold Corporation Restricted Shares Lam, Juliana Lan 5 31/03/2011 35 15.28 41,552 100 Kinross Gold Corporation Rights Deferred Share

Units Lundin, Lukas Henrik 4 31/03/2011 46 15.35 4,015 2,605


Lundin, Lukas Henrik 4 31/03/2011 97 4,019 4


Michals, George F. 4 31/03/2011 97 20,984 66

Kinross Gold Corporation Restricted Shares Morley-Jepson, Warwick 5 31/03/2011 35 15.28 33,444 110 Kinross Gold Corporation Common Shares Naidoo, Erwyn Mark 5 31/03/2011 30 15.17 14,448 618 Kinross Gold Corporation Restricted Shares Naidoo, Erwyn Mark 5 31/03/2011 35 15.28 25,202 96 Kinross Gold Corporation Rights Deferred Share

Units Oliver, John Edwin 4, 5 31/03/2011 46 15.35 68,487 1,608


Oliver, John Edwin 4, 5 31/03/2011 97 68,700 213

Kinross Gold Corporation Common Shares Radford, Lawrence Philip 7 31/03/2011 30 15.44 11,248 618 Kinross Gold Corporation Restricted Shares Radford, Lawrence Philip 7 31/03/2011 35 15.28 23,150 82 Kinross Gold Corporation Rights Deferred Share

Units Reid, Terence C. W. 4 31/03/2011 46 15.35 42,334 3,176


Reid, Terence C. W. 4 31/03/2011 97 42,458 124


Reid, Terence C. W. 4 31/03/2011 46 15.35 44,005 1,547


Reid, Terence C. W. 4 31/03/2011 97 44,067 62

Kinross Gold Corporation Common Shares Rollinson, Jonathon Paul 5 31/03/2011 30 15.17 26,710 1,359 Kinross Gold Corporation Restricted Shares Rollinson, Jonathon Paul 5 31/03/2011 35 15.28 158,264 503 Kinross Gold Corporation Common Shares Thomas, Kenneth Glyndwr 5 31/03/2011 30 15.17 5,188 297 Kinross Gold Corporation Options Thomas, Kenneth Glyndwr 5 22/02/2010 50 19.23 49,139 15,336 Kinross Gold Corporation Restricted Shares Thomas, Kenneth Glyndwr 5 31/03/2011 35 15.28 76,586 243 Knightscove Media Corp. (formerly Queen Street Entertainment Capital Inc.)

Common Shares Levine, Michael Stephen 4 07/04/2011 46 534,708 78,125

KWG Resources Inc. Common Shares Harrington, Michael S 4 06/04/2011 10 0.1146 547,000 -23,000 La Quinta Resources Corporation

Common Shares Henderson, Dustin Christopher

3, 4, 5 05/04/2011 10 0.07 4,314,167 254,000

Lanesborough Real Estate Investment Trust

Convertible Debentures Series G


1 05/04/2011 38 84.69 $4,000 $4,000




1 06/04/2011 38 83.99 $8,000 $4,000




1 08/04/2011 38 84 $12,000 $4,000

Laramide Resources Ltd. Common Shares Ferron, Greg 5 04/04/2011 10 1.53 10,000 2,500 Laramide Resources Ltd. Common Shares Henderson, Marc Charles 3, 4, 5 04/04/2011 10 1.51 4,527,612 19,800 Laramide Resources Ltd. Common Shares Henderson, Marc Charles 3, 4, 5 04/04/2011 10 1.48 4,528,212 600 Laramide Resources Ltd. Common Shares Henderson, Marc Charles 3, 4, 5 05/04/2011 10 1.5 4,530,312 2,100 Laramide Resources Ltd. Common Shares Henderson, Marc Charles 3, 4, 5 05/04/2011 10 1.51 4,539,912 9,600 Laramide Resources Ltd. Common Shares Henderson, Marc Charles 3, 4, 5 05/04/2011 10 1.5 4,541,712 1,800 Laramide Resources Ltd. Common Shares Henderson, Marc Charles 3, 4, 5 05/04/2011 10 1.52 4,543,212 1,500 Laramide Resources Ltd. Common Shares Henderson, Marc Charles 3, 4, 5 06/04/2011 10 1.48 4,570,112 26,900 Laramide Resources Ltd. Common Shares Henderson, Marc Charles 3, 4, 5 06/04/2011 10 1.47 4,587,812 17,700 Laramide Resources Ltd. Common Shares Henderson, Marc Charles 3, 4, 5 06/04/2011 10 1.45 4,607,812 20,000 Leon's Furniture Limited Common Shares Leon, Edward F. 4 28/03/2011 10 14.1 -800 Leon's Furniture Limited Common Shares Leon, Edward F. 4 30/03/2011 10 14.1 13,200 -800 Leon's Furniture Limited Common Shares Leon's Furniture Limited 1 01/03/2011 38 14.15 3,241 3,241 Leon's Furniture Limited Common Shares Leon's Furniture Limited 1 01/03/2011 38 14.15 0 -3,241 Leon's Furniture Limited Common Shares Leon's Furniture Limited 1 02/03/2011 38 13.932 3,241 3,241 Leon's Furniture Limited Common Shares Leon's Furniture Limited 1 02/03/2011 38 13.932 0 -3,241 Leon's Furniture Limited Common Shares Leon's Furniture Limited 1 03/03/2011 38 14.103 3,241 3,241 Leon's Furniture Limited Common Shares Leon's Furniture Limited 1 03/03/2011 38 14.103 0 -3,241 Leon's Furniture Limited Common Shares Leon's Furniture Limited 1 04/03/2011 38 14.08 3,241 3,241 Leon's Furniture Limited Common Shares Leon's Furniture Limited 1 04/03/2011 38 14.08 0 -3,241 Leon's Furniture Limited Common Shares Leon's Furniture Limited 1 07/03/2011 38 14.03 3,241 3,241 Leon's Furniture Limited Common Shares Leon's Furniture Limited 1 07/03/2011 38 14.03 0 -3,241 Leon's Furniture Limited Common Shares Leon's Furniture Limited 1 08/03/2011 38 14.005 3,241 3,241 Leon's Furniture Limited Common Shares Leon's Furniture Limited 1 08/03/2011 38 14.005 0 -3,241

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4471


T/O Unit Price


Acquired/ Disposed

Leon's Furniture Limited Common Shares Leon's Furniture Limited 1 09/03/2011 38 14.15 500 500 Leon's Furniture Limited Common Shares Leon's Furniture Limited 1 09/03/2011 38 14.15 0 -500 Leon's Furniture Limited Common Shares Leon's Furniture Limited 1 10/03/2011 38 13.93 3,241 3,241 Leon's Furniture Limited Common Shares Leon's Furniture Limited 1 10/03/2011 38 13.93 0 -3,241 Leon's Furniture Limited Common Shares Leon's Furniture Limited 1 11/03/2011 38 13.75 1,000 1,000 Leon's Furniture Limited Common Shares Leon's Furniture Limited 1 11/03/2011 38 13.75 0 -1,000 Leon's Furniture Limited Common Shares Leon's Furniture Limited 1 14/03/2011 38 13.99 3,241 3,241 Leon's Furniture Limited Common Shares Leon's Furniture Limited 1 14/03/2011 38 13.99 0 -3,241 Leon's Furniture Limited Common Shares Leon's Furniture Limited 1 15/03/2011 38 13.463 3,241 3,241 Leon's Furniture Limited Common Shares Leon's Furniture Limited 1 15/03/2011 38 13.463 0 -3,241 Leon's Furniture Limited Common Shares Leon's Furniture Limited 1 16/03/2011 38 13.74 1,200 1,200 Leon's Furniture Limited Common Shares Leon's Furniture Limited 1 16/03/2011 38 13.74 0 -1,200 Leon's Furniture Limited Common Shares Leon's Furniture Limited 1 17/03/2011 38 13.9 2,200 2,200 Leon's Furniture Limited Common Shares Leon's Furniture Limited 1 17/03/2011 38 13.9 0 -2,200 Leon's Furniture Limited Common Shares Leon's Furniture Limited 1 18/03/2011 38 13.72 1,000 1,000 Leon's Furniture Limited Common Shares Leon's Furniture Limited 1 18/03/2011 38 13.72 0 -1,000 Leon's Furniture Limited Common Shares Leon's Furniture Limited 1 21/03/2011 38 13.78 3,241 3,241 Leon's Furniture Limited Common Shares Leon's Furniture Limited 1 21/03/2011 38 13.78 0 -3,241 Leon's Furniture Limited Common Shares Leon's Furniture Limited 1 22/03/2011 38 13.865 3,241 3,241 Leon's Furniture Limited Common Shares Leon's Furniture Limited 1 22/03/2011 38 13.865 0 -3,241 Leon's Furniture Limited Common Shares Leon's Furniture Limited 1 23/03/2011 38 14.035 3,241 3,241 Leon's Furniture Limited Common Shares Leon's Furniture Limited 1 23/03/2011 38 14.035 0 -3,241 Leon's Furniture Limited Common Shares Leon's Furniture Limited 1 24/03/2011 38 14.09 3,241 3,241 Leon's Furniture Limited Common Shares Leon's Furniture Limited 1 24/03/2011 38 14.09 0 -3,241 Leon's Furniture Limited Common Shares Leon's Furniture Limited 1 28/03/2011 38 14.046 3,241 3,241 Leon's Furniture Limited Common Shares Leon's Furniture Limited 1 28/03/2011 38 14.046 0 -3,241 Leon's Furniture Limited Common Shares Leon's Furniture Limited 1 29/03/2011 38 14.04 100 100 Leon's Furniture Limited Common Shares Leon's Furniture Limited 1 29/03/2011 38 14.04 0 -100 Leon's Furniture Limited Common Shares Leon's Furniture Limited 1 29/03/2011 38 14 150,000 150,000 Leon's Furniture Limited Common Shares Leon's Furniture Limited 1 29/03/2011 38 14 0 -150,000 Leon's Furniture Limited Common Shares Leon's Furniture Limited 1 30/03/2011 38 14 3,241 3,241 Leon's Furniture Limited Common Shares Leon's Furniture Limited 1 30/03/2011 30 14 -3,241 Leon's Furniture Limited Common Shares Leon's Furniture Limited 1 30/03/2011 38 14 0 -3,241 LEVON RESOURCES LTD. Common Shares Cameron, Robert 4 06/04/2011 10 2.13 279,212 -126,400

LEVON RESOURCES LTD. Common Shares Cameron, Robert 4 07/04/2011 10 2.04 205,612 -73,600

LEVON RESOURCES LTD. Common Shares Chater, Geoffrey 4 05/04/2011 10 1.76 103,283 -100,000

LEVON RESOURCES LTD. Common Shares Chater, Geoffrey 4 06/04/2011 10 2.12 100,000 -3,283

Lifebank Corp. Common Shares Stacey, Frank Ernest 3, 4, 5 04/04/2011 10 0.16 255,697 9,000 LIONS GATE ENTERTAINMENT CORP.

Common Shares Bacal, Norman 4 01/04/2011 46 46,309 2,890

LIONS GATE ENTERTAINMENT CORP.

Common Shares Evrensel, Arthur 4 01/04/2011 46 45,527 2,697


Common Shares Giustra, Frank 4 02/04/2011 46 114,309 1,809


Common Shares Koffman, Morley 4 01/04/2011 46 69,648 5,459


Common Shares Ludwig, Harald Horst 4 01/04/2011 46 122,423 9,307


Common Shares Simm, Daryl 4 01/04/2011 46 54,789 2,520


Common Shares SIMMONS, HARDWICK 4 01/04/2011 46 83,907 5,055


Common Shares Yaffe, Phyllis 4 01/04/2011 46 19,818 2,293

Logistec Corporation Subordinate Voting Shares Class B

Jodoin, Daniel 5 01/04/2011 00 300

Logistec Corporation Common Shares Class A LOGISTEC CORPORATION

1 05/04/2011 38 0 -500


LOGISTEC CORPORATION

1 01/04/2011 38 22.22 2,500 600



1 05/04/2011 38 600 -1,900

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4472


T/O Unit Price


Acquired/ Disposed



1 05/04/2011 38 22.2 800 200



1 07/04/2011 38 22.75 1,100 300


Miron, Michel 5 01/04/2011 00 600

Loncor Resources Inc. Options Colson, Maurice 4 31/03/2011 00 100,000 Loncor Resources Inc. Options Colson, Maurice 4 06/04/2011 50 2.69 150,000 50,000 Long Harbour Capital Corp. Common Shares Austin, Charles, Briggs 4 04/04/2011 10 0.12 1,095,220 -150,000

Long Harbour Capital Corp. Common Shares Austin, Charles, Briggs 4 04/04/2011 51 1,170,220 75,000

Long Harbour Capital Corp. Options Austin, Charles, Briggs 4 04/04/2011 51 0 -75,000

Long Harbour Capital Corp. Common Shares Lee, Geoffrey Michael 4 04/04/2011 10 0.12 792,000 -150,000

Long Harbour Capital Corp. Common Shares Lee, Geoffrey Michael 4 04/04/2011 51 892,000 100,000

Long Harbour Capital Corp. Options Lee, Geoffrey Michael 4 04/04/2011 51 0 -100,000

Long Harbour Capital Corp. Common Shares Louie, Howard John 4 04/04/2011 51 1,710,000 125,000

Long Harbour Capital Corp. Options Louie, Howard John 4 04/04/2011 51 0 -125,000

Long Harbour Capital Corp. Options Paton, Ronald 5 03/04/2011 52 0 -65,000

Lorex Technology Inc. (formerly Strategic Vista International Inc.)

Common Shares uhr, michael 4 13/05/2010 00 1,965,000

Lumina Copper Corp. Options Carstensen, Andrew Brooks 5 08/04/2011 00 10,000

Luna Gold Corp. Common Shares BAERTL, LUIS J. 3, 4 05/04/2011 51 0.42 1,106,860 233,333 Luna Gold Corp. Options BAERTL, LUIS J. 3, 4 05/04/2011 51 0.42 0 -233,333 Lundin Petroleum AB Common Shares Lundin, Lukas Henrik 4 24/03/2011 00 788,331 Lundin Petroleum AB Common Shares Rand, William Archibald 4 24/03/2011 00 20,000 Lundin Petroleum AB Common Shares Rand, William Archibald 4 24/03/2011 00 100,441 Lundin Petroleum AB Common Shares Schneiter, Alexandre Jean

Marie5 24/03/2011 00 223,133

Lundin Petroleum AB Common Shares Unger, Per Magnus Gunnar 4 24/03/2011 00 50,000

MacDonald, Dettwiler and Associates Ltd.

(DSUs, DRSUs, SARs) Bentz, Brian C. 4 31/03/2011 46 53.87 39


(DSUs, DRSUs, SARs) Bentz, Brian C. 4 31/03/2011 46 53.87 4,272 237


(DSUs, DRSUs, SARs) Chambers, Thomas S. 4 31/03/2011 46 53.87 288


(DSUs, DRSUs, SARs) Chambers, Thomas S. 4 31/03/2011 46 53.87 9,847 486


(DSUs, DRSUs, SARs) Chookaszian, Dennis 4 31/03/2011 46 53.87 88


(DSUs, DRSUs, SARs) Chookaszian, Dennis 4 31/03/2011 46 53.87 9,638 285


(DSUs, DRSUs, SARs) Jebson, Alan W. 4 31/03/2011 46 53.87 56


(DSUs, DRSUs, SARs) Jebson, Alan W. 4 31/03/2011 46 53.87 6,182 254


(DSUs, DRSUs, SARs) Kenning, Brian Graham 4 31/03/2011 46 53.87 60


(DSUs, DRSUs, SARs) Kenning, Brian Graham 4 31/03/2011 46 53.87 6,555 258


(DSUs, DRSUs, SARs) Phillips, Robert L. 4 31/03/2011 46 53.87 127


(DSUs, DRSUs, SARs) Phillips, Robert L. 4 31/03/2011 46 53.87 13,848 571


(DSUs, DRSUs, SARs) Salloum, Fares Fouad 4 31/03/2011 46 53.87 69


(DSUs, DRSUs, SARs) Salloum, Fares Fouad 4 31/03/2011 46 53.87 7,554 266

Macusani Yellowcake Inc. Options Ferry, Alan 3, 4 14/12/2009 50 675,000 100,000 Madison Minerals Inc. (formerly Madison Enterprises Corp.)

Common Shares Stewart, James Grant 4, 5 28/03/2011 16 0.11 567,429 290,000

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4473


T/O Unit Price


Acquired/ Disposed

Madison Minerals Inc. (formerly Madison Enterprises Corp.)

Warrants Stewart, James Grant 4, 5 28/03/2011 16 437,500 290,000

Magna International Inc. Common Shares Magna International Inc. 1 01/03/2011 38 48.611 52,700 52,700 Magna International Inc. Common Shares Magna International Inc. 1 01/03/2011 38 48.611 0 -52,700 Magna International Inc. Common Shares Magna International Inc. 1 02/03/2011 38 48.286 185,000 185,000 Magna International Inc. Common Shares Magna International Inc. 1 02/03/2011 38 0 -185,000 Magna International Inc. Common Shares Magna International Inc. 1 04/03/2011 38 49.001 100,000 100,000 Magna International Inc. Common Shares Magna International Inc. 1 04/03/2011 38 0 -100,000 Magna International Inc. Common Shares Magna International Inc. 1 07/03/2011 38 48.567 105,500 105,500 Magna International Inc. Common Shares Magna International Inc. 1 07/03/2011 38 0 -105,500 Magna International Inc. Common Shares Magna International Inc. 1 08/03/2011 38 49.094 67,400 67,400 Magna International Inc. Common Shares Magna International Inc. 1 08/03/2011 38 0 -67,400 Magna International Inc. Common Shares Magna International Inc. 1 10/03/2011 38 48.673 79,300 79,300 Magna International Inc. Common Shares Magna International Inc. 1 10/03/2011 38 0 -79,300 Magna International Inc. Common Shares Magna International Inc. 1 11/03/2011 38 48.277 94,800 94,800 Magna International Inc. Common Shares Magna International Inc. 1 11/03/2011 38 0 -94,800 Magna International Inc. Common Shares Magna International Inc. 1 15/03/2011 38 48.052 85,400 85,400 Magna International Inc. Common Shares Magna International Inc. 1 15/03/2011 38 0 -85,400 Magna International Inc. Common Shares Magna International Inc. 1 16/03/2011 38 48.999 185,000 185,000 Magna International Inc. Common Shares Magna International Inc. 1 16/03/2011 38 0 -185,000 Magna International Inc. Common Shares Magna International Inc. 1 21/03/2011 38 49.193 100,000 100,000 Magna International Inc. Common Shares Magna International Inc. 1 21/03/2011 38 0 -100,000 Magna International Inc. Common Shares Magna International Inc. 1 22/03/2011 38 48.446 185,000 185,000 Magna International Inc. Common Shares Magna International Inc. 1 22/03/2011 38 0 -185,000 Magna International Inc. Common Shares Magna International Inc. 1 23/03/2011 38 48.158 118,400 118,400 Magna International Inc. Common Shares Magna International Inc. 1 23/03/2011 38 0 -118,400 Magna International Inc. Common Shares Magna International Inc. 1 24/03/2011 38 48.789 50,000 50,000 Magna International Inc. Common Shares Magna International Inc. 1 24/03/2011 38 0 -50,000 Magna International Inc. Common Shares Magna International Inc. 1 28/03/2011 38 47.621 50,000 50,000 Magna International Inc. Common Shares Magna International Inc. 1 28/03/2011 38 0 -50,000 Magna International Inc. Common Shares Magna International Inc. 1 29/03/2011 38 46.914 100,000 100,000 Magna International Inc. Common Shares Magna International Inc. 1 29/03/2011 38 0 -100,000 Magna International Inc. Common Shares Neeb, Marc Joseph 5 31/03/2011 30 8,580 94 Magna Resources Ltd. Common Shares de jonge, rudy 4 01/04/2011 11 0.1 1,889,000 20,000 Mainstreet Equity Corp. Common Shares Grimaldi, Richard 4 31/03/2011 10 18.003 53,800 -800 Mainstreet Equity Corp. Common Shares Grimaldi, Richard 4 01/04/2011 10 18.005 51,600 -2,200 Major Drilling Group International Inc.

Common Shares Balser, David 5 04/04/2011 10 17.15 -11,700 -12,000

Major Drilling Group International Inc.

Common Shares Balser, David 5 05/04/2011 51 10.98 -5,700 6,000


Common Shares Balser, David 5 05/04/2011 51 14.03 300 6,000


Options Balser, David 5 05/04/2011 51 10.98 56,001 -6,000


Options Balser, David 5 05/04/2011 51 14.03 50,001 -6,000


Common Shares Gibson, James Alexander 5 05/04/2011 10 17 8,000 3,500


Common Shares Morgan, Robert Joseph Henry James

5 01/04/2011 10 1500 -1,500



5 01/04/2011 10 16.88 13,500 -1,500



5 01/04/2011 10 16.85 5,000 -8,500



5 01/04/2011 10 16.9 3,500 -1,500



5 01/04/2011 10 16.86 -10,000 -13,500



5 04/04/2011 51 7.29 15,000 25,000


Options Morgan, Robert Joseph Henry James

5 04/04/2011 51 7.29 110,000 -25,000

Mandalay Resources Corporation

Common Shares Doyle, Robert Emmet 4 05/04/2011 97 0.58 278,600 100,000

Mantis Mineral Corp. Common Shares Gosselin, Dan 4 05/04/2011 10 0.04 0 -25,000 Mantra Resources Limited Common Shares Behets, Robert 4 31/03/2011 57 502,500 62,500 Mantra Resources Limited Performance Rights Behets, Robert 4 31/03/2011 57 187,500 -62,500 Mantra Resources Limited Common Shares Devlin, Tony 5 19/11/2009 00 Mantra Resources Limited Common Shares Devlin, Tony 5 31/03/2011 57 78,481 78,481 Mantra Resources Limited Performance Rights Devlin, Tony 5 31/03/2011 57 235,443 -78,481 Mantra Resources Limited Common Shares Mayers, Theodore Charles 4 31/03/2011 57 173,251 12,500

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4474


T/O Unit Price


Acquired/ Disposed

Mantra Resources Limited Performance Rights Mayers, Theodore Charles 4 31/03/2011 57 75,000 -12,500

Mantra Resources Limited Common Shares Watson, Luke 5 31/03/2011 57 318,152 47,171 Mantra Resources Limited Performance Rights Watson, Luke 5 31/03/2011 57 141,513 -47,171 Manulife Brompton Advantaged Bond Fund

Class A Units Manulife Brompton Advantaged Bond Fund

1 01/03/2011 38 11.8 3,000 3,000

Manulife Brompton Advantaged Bond Fund


1 01/03/2011 38 11.8 0 -3,000



1 02/03/2011 38 11.79 3,000 3,000



1 02/03/2011 38 11.79 0 -3,000

Manulife Financial Corporation

Deferred Share Units Bammann, Linda Beth 4 31/03/2011 46 17.19 8,885 1,222


Deferred Share Units Caron, Joseph Peter 4 31/03/2011 46 17.19 2,446 1,170


Deferred Share Units Cook-Bennett, Gail 4 31/03/2011 46 17.19 12,041 2,545


Deferred Share Units DeWolfe, Richard B. 4 31/03/2011 46 17.19 55,423 1,546


Deferred Share Units Ducros, Pierre 4 31/03/2011 46 17.19 44,749 1,148


Deferred Share Units Hand, Scott McKee 4 31/03/2011 46 17.19 15,145 974


Deferred Share Units Harding, Robert J 4 31/03/2011 46 17.19 24,542 2,137


Deferred Share Units Helms, Luther Sherman 4 31/03/2011 46 17.19 33,390 1,292


Deferred Share Units Lindsay, Donald Richard 4 31/03/2011 46 17.19 3,734 1,250


Deferred Share Units Palmer, John Ralph Vernon 4 31/03/2011 46 17.19 17,620 3,068


Deferred Share Units Sloan, Hugh W. 4 31/03/2011 46 17.19 40,041 1,335

Maple Leaf Foods Inc. Common Shares Wilcox, Donald John 7 04/01/2011 30 11.41 1,671 6 Maple Leaf Foods Inc. Common Shares Wilcox, Donald John 7 01/04/2011 30 12.376 1,676 5 Marsulex Inc. Deferred Share Units Barrett, Roderick 4 31/03/2011 35 11.46 60,867 3,486 Marsulex Inc. Deferred Share Units Cardell, Robert 7 01/06/2006 00 84,143 Marsulex Inc. Deferred Share Units Cardell, Robert 7 31/03/2011 35 11.45 89,383 5,240 Marsulex Inc. Deferred Share Units Lambert, William Allen 4 31/03/2011 35 11.36 4,860 168 Marsulex Inc. Deferred Share Units Martin, William E. 5 12/07/2006 00 39,770 Marsulex Inc. Deferred Share Units Martin, William E. 5 31/03/2011 35 11.41 42,083 2,313 Marsulex Inc. Deferred Share Units Matheson, Ian 4 31/03/2011 35 11.46 57,395 3,353 Marsulex Inc. Deferred Share Units McLeod, Keith Donald 5 31/03/2011 35 1.88 506 Marsulex Inc. Deferred Share Units McLeod, Keith Donald 5 31/03/2011 35 11.88 33,477 506 Marsulex Inc. Deferred Share Units Rogers, John A. 4 31/03/2011 35 11.46 66,205 3,735 Marsulex Inc. Deferred Share Units Tugman, Laurie 5 31/03/2011 35 11.45 362,648 21,290 Matrix Asset Management Inc.

Deferred Stock Units Bell, Larry I. 4, 7 31/03/2011 30 68,459 16,622

Matrix Asset Management Inc.

Common Shares Working Enterprises Ltd. 3, 8 01/04/2011 10 1.1714 13,372,073 69,900

Matrix Asset Management Inc.

Common Shares Working Enterprises Ltd. 3, 8 05/04/2011 10 1.19 13,393,973 21,900

Maudore Minerals Ltd Common Shares Anglo Pacific Group Plc 3 01/04/2011 10 5.6588 2,693,300 -19,400 Maudore Minerals Ltd Common Shares Anglo Pacific Group Plc 3 04/04/2011 10 5.7827 2,671,400 -21,900 Maudore Minerals Ltd Common Shares Anglo Pacific Group Plc 3 04/04/2011 10 5.7 2,669,500 -1,900 Maudore Minerals Ltd Common Shares Ortslan, Terence Srab 4 01/04/2011 10 5.6 57,000 -4,000 Maudore Minerals Ltd Common Shares Ortslan, Terence Srab 4 04/04/2011 10 5.78 52,600 -4,400 Maudore Minerals Ltd Common Shares Ortslan, Terence Srab 4 05/04/2011 10 6 50,600 -2,000 Mawson West Ltd. Ordinary Shares Lloyd, Anthony 4 21/03/2011 00 Mawson West Ltd. Ordinary Shares Lloyd, Anthony 4 01/04/2011 10 1.96 10,000 10,000 Mazorro Resources Inc. Common Shares Audet, André 4 06/04/2011 10 0.25 1,737,667 25,000 MBAC Fertilizer Corp. Common Shares Marrone, Peter 4 26/01/2010 90 1,751,397 -5,254,190 MBAC Fertilizer Corp. Common Shares Marrone, Peter 4 12/07/2010 90 1,053,838 -717,559 MBAC Fertilizer Corp. Common Shares Marrone, Peter 4 01/04/2011 10 3.12 1,033,838 -113,500 MBAC Fertilizer Corp. Common Shares Marrone, Peter 4 24/12/2009 00 MBAC Fertilizer Corp. Common Shares Marrone, Peter 4 26/01/2010 90 5,254,190 5,254,190 MBAC Fertilizer Corp. Common Shares Marrone, Peter 4 12/07/2010 90 5,971,749 717,559 MBAC Fertilizer Corp. Common Shares Marrone, Peter 4 01/04/2011 10 3.12 5,722,249 -249,500 MCAN Mortgage Corporation

Common Shares Doré, Susan 4 06/04/2011 90 15.74 58,004 -46,000

MCAN Mortgage Corporation

Common Shares Doré, Susan 4 06/04/2011 90 15.74 96,165 46,000

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4475


T/O Unit Price


Acquired/ Disposed


Common Shares Sutherland, Derek 5 08/04/2011 90 14.53 35,620 -2,000


Common Shares Sutherland, Derek 5 08/04/2011 90 14.53 35,270 -350


Common Shares Sutherland, Derek 5 08/04/2011 90 14.53 8,800 2,000


Common Shares Sutherland, Derek 5 08/04/2011 90 14.53 1,240 350

McCoy Corporation Common Shares Northern Plains Capital Ltd. 3 09/11/2009 00


McCoy Corporation Common Shares Northern Plains Capital Ltd. 3 09/11/2009 00 454,292



McCoy Corporation Common Shares Northern Plains Capital Ltd. 3 09/11/2009 00 1,050,908

McVicar Industries Inc. Common Shares McVicar Industries Inc. 1 01/04/2011 38 0.55 342,500 85,000 McVicar Industries Inc. Common Shares McVicar Industries Inc. 1 04/04/2011 38 0.55 349,500 7,000 McVicar Industries Inc. Common Shares McVicar Industries Inc. 1 04/04/2011 38 92,000 -257,500 McVicar Industries Inc. Common Shares McVicar Industries Inc. 1 05/04/2011 38 0.55 97,500 5,500 McVicar Industries Inc. Common Shares McVicar Industries Inc. 1 06/04/2011 38 0.55 100,500 3,000 MDC Partners Inc. Common Shares Class A

Subordinate Voting Shares

Dickson, Robert Earl 5 30/03/2011 51 8.4 217,972 57,150

MDC Partners Inc. Common Shares Class A Subordinate Voting Shares

Dickson, Robert Earl 5 30/03/2011 10 16.42 160,822 -57,150

MDC Partners Inc. Options Dickson, Robert Earl 5 30/03/2011 51 8.4 0 -57,150 MDC Partners Inc. Common Shares Class A

Subordinate Voting Shares

Doft, David Benjamin 5 30/03/2011 10 16.37 41,754 -10,000


Doft, David Benjamin 5 31/03/2011 10 16.54 36,754 -5,000


Gendel, Mitchell 5 30/03/2011 10 16.45 85,741 -9,100


Gendel, Mitchell 5 31/03/2011 10 16.42 81,841 -3,900


Kamerschen, Robert 4 04/04/2011 10 16.65 249,461 1,500


Nadal, Miles S. 3, 4, 7, 5 30/03/2011 10 16.37 -10,000


Nadal, Miles S. 3, 4, 7, 5 30/03/2011 10 16.37 -10,000


Nadal, Miles S. 3, 4, 7, 5 31/03/2011 10 16.44 1,784,526 10,000


Nadal, Miles S. 3, 4, 7, 5 31/03/2011 10 16.54 -5,000


Nadal, Miles S. 3, 4, 7, 5 31/03/2011 10 16.54 -5,000


Nadal, Miles S. 3, 4, 7, 5 04/04/2011 10 16.77 1,789,526 5,000


Pustil, Stephen M. 4, 7, 5 04/04/2011 10 16.94 145,145 5,000


Swartzman, Gavin 4, 5 30/03/2011 10 16.36 60,652 -17,500

Media Script Marketing Inc Common Shares Au, Sydney Wai Kong 4 11/01/2011 00 228,000 Media Script Marketing Inc Common Shares Au, Sydney Wai Kong 4 11/01/2011 00 98,333 Media Script Marketing Inc Common Shares Miles, Ronald Frederic 4 11/06/2010 00 85,000

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4476


T/O Unit Price


Acquired/ Disposed

Mediagrif Interactive Technologies Inc.

Common Shares Anglaret, Stéphane 5 05/04/2011 30 10,171 168


Common Shares Hallak, Hélène 5 05/04/2011 30 13,484 227


Common Shares Lampron, Richard 5 05/04/2011 30 33,667 152


Common Shares Mercier, Suzanne 5 05/04/2011 30 10,346 213


Common Shares Saunders, Paul 7 05/04/2011 30 30,500 231


Common Shares Simon, Andréanne 5 05/04/2011 30 7,793 124

Medicago Inc. Common Shares Goodman, Jonathan 4 31/07/2006 00 Medicago Inc. Common Shares Goodman, Jonathan 4 05/04/2011 36 98,000 98,000 Medicago Inc. Participation Units (1

action ordinaire et 1/4 bon de souscription)

Goodman, Jonathan 4 31/07/2006 00

Medicago Inc. Participation Units (1 action ordinaire et 1/4 bon de souscription)

Goodman, Jonathan 4 05/04/2011 15 0.51 98,000 98,000

Medicago Inc. Participation Units (1 action ordinaire et 1/4 bon de souscription)

Goodman, Jonathan 4 05/04/2011 36 0 -98,000

Medicago Inc. Warrants Goodman, Jonathan 4 31/07/2006 00 Medicago Inc. Warrants Goodman, Jonathan 4 05/04/2011 36 24,500 24,500 Medicago Inc. Common Shares Labbé, Pierre 5 07/04/2011 10 0.55 500,000 25,000 Medicago Inc. Common Shares Ors, Frederic 5 07/04/2011 10 0.55 322,000 22,000 Medicago Inc. Common Shares Philip Morris Investments

B.V. 3 05/04/2011 15 0.51 64,058,800 17,058,800

Medicago Inc. Warrants Philip Morris Investments B.V.

3 05/04/2011 15 4,264,700 4,264,700

Medicago Inc. Common Shares Sheldon, Andrew J. 4, 5 07/04/2011 10 0.56 322,877 18,000 Medicago Inc. Common Shares Sheldon, Andrew J. 4, 5 08/04/2011 10 0.57 226,500 9,000 MEG Energy Corp. Common Shares KEARNS, James Michael 5 06/04/2011 51 4.13 59,216 10,000 MEG Energy Corp. Common Shares KEARNS, James Michael 5 06/04/2011 10 49.75 49,216 -10,000 MEG Energy Corp. Options KEARNS, James Michael 5 06/04/2011 51 4.13 491,500 -10,000 MEG Energy Corp. Common Shares SEMADENI, Edward Alan 5 27/07/2010 00 MEG Energy Corp. Common Shares SEMADENI, Edward Alan 5 06/04/2011 51 24 7,500 7,500 MEG Energy Corp. Common Shares SEMADENI, Edward Alan 5 06/04/2011 10 49.98 0 -7,500 MEG Energy Corp. Common Shares SEMADENI, Edward Alan 5 07/04/2011 51 24 7,500 7,500 MEG Energy Corp. Common Shares SEMADENI, Edward Alan 5 07/04/2011 10 49.89 0 -7,500 MEG Energy Corp. Options SEMADENI, Edward Alan 5 06/04/2011 51 24 119,500 -7,500 MEG Energy Corp. Options SEMADENI, Edward Alan 5 07/04/2011 51 24 112,000 -7,500 MEGA Brands Inc. DSU Bowland, James Parkinson 4 31/03/2011 56 171,558 20,792

MEGA Brands Inc. DSU Di Iorio, Nicola 4 31/03/2011 56 295,990 13,515 MEGA Brands Inc. DSU Marsilii, Joe 4 31/03/2011 56 163,531 13,515 MEGA Brands Inc. DSU Mikula, Benn Ashelm 4 31/03/2011 56 191,387 12,995 MEGA Brands Inc. DSU Muir, Thomas Pinaud 4 31/03/2011 56 214,660 28,069 MEGA Brands Inc. DSU Rivett, Paul 4 31/03/2011 56 241,144 10,396 Mega Precious Metals Inc. (formerly Mega Silver Inc.)

Common Shares Pinetree Capital Ltd. 3 14/12/2010 22 0.51 6,940,064 3,630,600

Meritus Minerals Ltd. Common Shares Bates, Terence, Edgar 3, 4, 5 05/04/2011 10 0.1124 8,307,285 -1,033,000 Metalcorp Limited Common Shares Consolidated International

Investment Holdings Inc. 3 01/04/2011 10 0.11 4,865,282 -200,000

Metalore Resources Limited Common Shares Chilian, George 6 06/04/2011 10 6.25 371,500 1,100

Metanor Resources Inc. Options BOURNIVAL, DIANE 5 01/04/2011 50 0.3 265,000 100,000 Metanor Resources Inc. Options BOURNIVAL, DIANE 5 06/04/2011 99 0.3 165,000 -100,000 Metanor Resources Inc. Options Bryce, Robert 4 01/04/2011 50 0.3 100,000 Metanor Resources Inc. Options Bryce, Robert 4 01/04/2011 50 0.3 500,000 300,000 Metanor Resources Inc. Options Bryce, Robert 4 06/04/2011 99 0.3 200,000 -300,000 Metanor Resources Inc. Options Coffin, Tristram 4 01/04/2011 50 0.3 750,000 400,000 Metanor Resources Inc. Options Coffin, Tristram 4 06/04/2011 99 0.3 350,000 -400,000 Metanor Resources Inc. Options Couture, Raymond 4 01/04/2011 50 0.3 650,000 300,000 Metanor Resources Inc. Options Couture, Raymond 4 06/04/2011 99 0.3 350,000 -300,000 Metanor Resources Inc. Options Hamelin, Pascal 5 01/04/2011 50 0.3 300,000 200,000 Metanor Resources Inc. Options Hamelin, Pascal 5 06/04/2011 99 0.3 100,000 -200,000 Metanor Resources Inc. Options Lévesque, Claudine 5 31/03/2011 50 0.32 200,000 200,000 Metanor Resources Inc. Options Lévesque, Claudine 5 01/04/2011 50 0.3 300,000 100,000 Metanor Resources Inc. Options Lévesque, Claudine 5 06/04/2011 99 0.3 200,000 -100,000 Metanor Resources Inc. Options Morin, Ghislain 5 01/04/2011 50 0.3 3,540,000 1,600,000 Metanor Resources Inc. Options Morin, Ghislain 5 06/04/2011 99 0.3 1,940,000 -1,600,000

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4477


T/O Unit Price


Acquired/ Disposed

Metanor Resources Inc. Options Perry, Ronald 4 01/04/2011 50 0.3 1,600,000 900,000 Metanor Resources Inc. Options Perry, Ronald 4 06/04/2011 99 0.3 700,000 -900,000 Metanor Resources Inc. Options Roy, Serge 4 01/04/2011 50 0.3 1,600,000 Metanor Resources Inc. Options Roy, Serge 4 01/04/2011 99 0.3 1,600,000 Metanor Resources Inc. Options Roy, Serge 4 01/04/2011 50 0.3 3,230,000 1,600,000 Metanor Resources Inc. Options Roy, Serge 4 06/04/2011 99 0.3 1,630,000 -1,600,000 Metanor Resources Inc. Options Tremblay, André 5 01/04/2011 50 0.3 940,000 150,000 Metanor Resources Inc. Options Tremblay, André 5 06/04/2011 99 0.3 790,000 -150,000 Methanex Corporation Rights Deferred Share

Units Balloch, Howard 4 31/03/2011 56 26,978 1,166

Methanex Corporation Common Shares Choquette, Pierre 4 31/03/2011 30 30.36 28,340 139 MethylGene Inc. Common Shares Baker, Felix J. 3 04/04/2011 00 MethylGene Inc. Common Shares Baker, Felix J. 3 04/04/2011 00 MethylGene Inc. Common Shares Baker, Felix J. 3 04/04/2011 00 MethylGene Inc. Common Shares Baker, Felix J. 3 04/04/2011 00 MethylGene Inc. Common Shares Baker, Felix J. 3 04/04/2011 00 52,292,839 MethylGene Inc. Convertible Debentures Baker, Felix J. 3 04/04/2011 00 MethylGene Inc. Convertible Debentures Baker, Felix J. 3 04/04/2011 00 MethylGene Inc. Warrants Baker, Felix J. 3 04/04/2011 00 MethylGene Inc. Warrants Baker, Felix J. 3 04/04/2011 00 MethylGene Inc. Warrants Baker, Felix J. 3 04/04/2011 00 MethylGene Inc. Warrants Baker, Felix J. 3 04/04/2011 00 MethylGene Inc. Warrants Baker, Felix J. 3 04/04/2011 00 15,687,851 MethylGene Inc. Common Shares Baker, Julian 3 04/04/2011 00 MethylGene Inc. Common Shares Baker, Julian 3 04/04/2011 00 MethylGene Inc. Common Shares Baker, Julian 3 04/04/2011 00 MethylGene Inc. Common Shares Baker, Julian 3 04/04/2011 00 MethylGene Inc. Common Shares Baker, Julian 3 04/04/2011 00 52,292,839 MethylGene Inc. Convertible Debentures Baker, Julian 3 04/04/2011 00 MethylGene Inc. Convertible Debentures Baker, Julian 3 04/04/2011 00 MethylGene Inc. Warrants Baker, Julian 3 04/04/2011 00 MethylGene Inc. Warrants Baker, Julian 3 04/04/2011 00 MethylGene Inc. Warrants Baker, Julian 3 04/04/2011 00 MethylGene Inc. Warrants Baker, Julian 3 04/04/2011 00 MethylGene Inc. Warrants Baker, Julian 3 04/04/2011 00 15,687,851 MethylGene Inc. Common Shares Orbimed Advisors, LLC 3 04/04/2011 00 MethylGene Inc. Common Shares Orbimed Advisors, LLC 3 04/04/2011 11 0.1243 40,225,261 40,225,261 MethylGene Inc. Warrants Orbimed Advisors, LLC 3 04/04/2011 00 MethylGene Inc. Warrants Orbimed Advisors, LLC 3 04/04/2011 11 12,067,578 12,067,578 MethylGene Inc. Common Shares Tavistock Life Sciences 3 04/04/2011 00 MethylGene Inc. Common Shares Tavistock Life Sciences 3 04/04/2011 16 0.1243 52,292,839 52,292,839 MethylGene Inc. Warrants Tavistock Life Sciences 3 04/04/2011 00 MethylGene Inc. Warrants Tavistock Life Sciences 3 04/04/2011 16 15,687,852 15,687,852 Metro inc. Subordinate Voting

Shares catégorie A Metro inc. 1 11/03/2011 38 0 -190,000

Metro inc. Subordinate Voting Shares catégorie A

Metro inc. 1 14/03/2011 38 44 1,300 1,300


Metro inc. 1 14/03/2011 38 44.05 1,600 300


Metro inc. 1 14/03/2011 38 44.076 1,700 100


Metro inc. 1 14/03/2011 38 44.08 2,900 1,200


Metro inc. 1 14/03/2011 38 44.31 3,000 100


Metro inc. 1 14/03/2011 38 44.4 3,600 600


Metro inc. 1 14/03/2011 38 44.42 5,400 1,800


Metro inc. 1 14/03/2011 38 44.48 5,500 100


Metro inc. 1 14/03/2011 38 44.49 7,300 1,800


Metro inc. 1 14/03/2011 38 44.6 8,100 800


Metro inc. 1 14/03/2011 38 44.69 8,200 100


Metro inc. 1 14/03/2011 38 44.702 8,300 100


Metro inc. 1 14/03/2011 38 44.71 10,000 1,700


Metro inc. 1 14/03/2011 38 44.73 11,500 1,500

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4478


T/O Unit Price


Acquired/ Disposed


Metro inc. 1 14/03/2011 38 44.756 11,600 100


Metro inc. 1 14/03/2011 38 44.76 14,400 2,800


Metro inc. 1 14/03/2011 38 44.79 14,800 400


Metro inc. 1 14/03/2011 38 44.82 17,900 3,100


Metro inc. 1 15/03/2011 38 44.07 18,300 400


Metro inc. 1 15/03/2011 38 44.16 20,600 2,300


Metro inc. 1 15/03/2011 38 44.23 24,600 4,000


Metro inc. 1 15/03/2011 38 44.3 25,200 600


Metro inc. 1 15/03/2011 38 44.36 26,900 1,700


Metro inc. 1 15/03/2011 38 44.51 27,300 400


Metro inc. 1 15/03/2011 38 44.6 27,500 200


Metro inc. 1 15/03/2011 38 44.68 28,000 500


Metro inc. 1 15/03/2011 38 44.71 30,400 2,400


Metro inc. 1 15/03/2011 38 44.72 30,900 500


Metro inc. 1 15/03/2011 38 44.74 34,600 3,700


Metro inc. 1 15/03/2011 38 44.82 59,600 25,000


Metro inc. 1 17/03/2011 38 44.6 61,600 2,000


Metro inc. 1 17/03/2011 38 44.65 66,600 5,000


Metro inc. 1 17/03/2011 38 44.75 70,800 4,200


Metro inc. 1 17/03/2011 38 44.77 71,800 1,000


Metro inc. 1 17/03/2011 38 44.8 83,300 11,500


Metro inc. 1 17/03/2011 38 44.816 83,500 200


Metro inc. 1 17/03/2011 38 44.82 89,300 5,800


Metro inc. 1 17/03/2011 38 44.874 89,400 100


Metro inc. 1 17/03/2011 38 44.88 90,000 600


Metro inc. 1 17/03/2011 38 44.888 90,100 100


Metro inc. 1 17/03/2011 38 44.89 93,600 3,500


Metro inc. 1 17/03/2011 38 44.898 94,000 400


Metro inc. 1 17/03/2011 38 44.9 99,000 5,000


Metro inc. 1 17/03/2011 38 44.916 103,700 4,700


Metro inc. 1 17/03/2011 38 44.95 105,000 1,300


Metro inc. 1 17/03/2011 38 44.96 105,200 200


Metro inc. 1 17/03/2011 38 44.988 105,300 100


Metro inc. 1 17/03/2011 38 44.99 106,700 1,400


Metro inc. 1 17/03/2011 38 45.006 109,600 2,900


Metro inc. 1 17/03/2011 38 45.056 114,600 5,000

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4479


T/O Unit Price


Acquired/ Disposed


Metro inc. 1 17/03/2011 38 45.116 116,300 1,700


Metro inc. 1 17/03/2011 38 45.12 117,700 1,400


Metro inc. 1 17/03/2011 38 45.17 118,000 300


Metro inc. 1 17/03/2011 38 45.188 118,100 100


Metro inc. 1 17/03/2011 38 45.19 118,500 400


Metro inc. 1 17/03/2011 38 45.23 118,600 100


Metro inc. 1 18/03/2011 38 45.1 119,800 1,200


Metro inc. 1 18/03/2011 38 45.17 124,800 5,000


Metro inc. 1 18/03/2011 38 45.19 130,100 5,300


Metro inc. 1 18/03/2011 38 45.2 131,900 1,800


Metro inc. 1 18/03/2011 38 45.23 132,000 100


Metro inc. 1 18/03/2011 38 45.24 135,900 3,900


Metro inc. 1 18/03/2011 38 45.25 143,700 7,800


Metro inc. 1 18/03/2011 38 45.26 164,700 21,000


Metro inc. 1 18/03/2011 38 45.27 169,700 5,000


Metro inc. 1 18/03/2011 38 45.28 172,600 2,900


Metro inc. 1 18/03/2011 38 45.34 174,600 2,000


Metro inc. 1 18/03/2011 38 45.4 177,600 3,000


Metro inc. 1 18/03/2011 38 159,700 -17,900


Metro inc. 1 21/03/2011 38 118,000 -41,700


Metro inc. 1 23/03/2011 38 84,000 -34,000


Metro inc. 1 23/03/2011 38 59,000 -25,000


Metro inc. 1 24/03/2011 38 45.01 59,600 600


Metro inc. 1 24/03/2011 38 45.018 66,000 6,400


Metro inc. 1 24/03/2011 38 45.02 67,000 1,000


Metro inc. 1 24/03/2011 38 45.028 67,800 800


Metro inc. 1 24/03/2011 38 45.03 70,000 2,200


Metro inc. 1 24/03/2011 38 45.04 75,000 5,000


Metro inc. 1 24/03/2011 38 45.06 80,000 5,000


Metro inc. 1 24/03/2011 38 -50,540


Metro inc. 1 24/03/2011 38 21,000 -59,000


Metro inc. 1 30/03/2011 38 0 -21,000

MI Developments Inc. Deferred Share Units Deutsch, Franz 4 01/04/2011 56 27.96 53,898 223 MI Developments Inc. Options Deutsch, Franz 4 01/04/2011 51 14.54 20,000 -20,000 MI Developments Inc. Options Deutsch, Franz 4 01/04/2011 51 12.9 0 -20,000 MI Developments Inc. Subordinate Voting

Shares Class A Deutsch, Franz 4 21/10/2008 00

MI Developments Inc. Subordinate Voting Shares Class A

Deutsch, Franz 4 01/04/2011 11 28.15 40,000 40,000


Deutsch, Franz 4 01/04/2011 11 28.71 -5,000

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4480


T/O Unit Price


Acquired/ Disposed


Deutsch, Franz 4 01/04/2011 11 28.71 35,000 -5,000


Deutsch, Franz 4 05/04/2011 11 27.85 28,000 -7,000


Deutsch, Franz 4 06/04/2011 11 27.31 0 -28,000

MI Developments Inc. Deferred Share Units Hutzel, Benjamin John 4 01/04/2011 56 27.96 17,975 223 MI Developments Inc. Deferred Share Units Jakszus, Manfred 4 01/04/2011 56 27.96 28,323 223 MI Developments Inc. Options Jakszus, Manfred 4 01/04/2011 51 28.15 -20,000 MI Developments Inc. Options Jakszus, Manfred 4 01/04/2011 51 14.54 25,000 -20,000 MI Developments Inc. Options Jakszus, Manfred 4 01/04/2011 51 28.15 -15,000 MI Developments Inc. Options Jakszus, Manfred 4 01/04/2011 51 12.9 10,000 -15,000 MI Developments Inc. Subordinate Voting

Shares Class A Jakszus, Manfred 4 29/08/2003 00


Jakszus, Manfred 4 01/04/2011 11 28.15 35,000 35,000


Jakszus, Manfred 4 01/04/2011 11 29 -5,000


Jakszus, Manfred 4 01/04/2011 11 29 30,000 -5,000


Jakszus, Manfred 4 05/04/2011 11 27.84 23,105 -6,895


Jakszus, Manfred 4 06/04/2011 11 27.26 0 -23,105

MI Developments Inc. Options Mills, Dennis Joseph 4, 5 01/04/2011 51 14.54 0 -200,000 MI Developments Inc. Subordinate Voting

Shares Class A Mills, Dennis Joseph 4, 5 30/08/2004 00


Mills, Dennis Joseph 4, 5 01/04/2011 11 28.15 200,000 200,000


Mills, Dennis Joseph 4, 5 01/04/2011 11 27.62 197,500 -2,500






Mills, Dennis Joseph 4, 5 04/04/2011 11 27.311 0 -92,034

MI Developments Inc. Deferred Share Units Polzl, Heribert 4 01/04/2011 56 27.96 12,875 223 MI Developments Inc. Options Polzl, Heribert 4 01/04/2011 51 14.54 15,000 -20,000 MI Developments Inc. Options Polzl, Heribert 4 01/04/2011 51 12.9 0 -15,000 MI Developments Inc. Subordinate Voting

Shares Class A Polzl, Heribert 4 07/05/2008 00


Polzl, Heribert 4 01/04/2011 11 28.15 35,000 35,000


Polzl, Heribert 4 01/04/2011 11 28.69 -5,000


Polzl, Heribert 4 01/04/2011 11 28.69 30,000 -5,000


Polzl, Heribert 4 05/04/2011 11 27.85 23,500 -6,500


Polzl, Heribert 4 06/04/2011 11 27.29 18,000 -5,500

MI Developments Inc. Deferred Share Units Weiss, Lorne 4 01/04/2011 56 27.96 13,936 223 MI Developments Inc. Deferred Share Units Zimmer, Rod A.A. 4 01/04/2011 56 27.96 32,014 223 MI Developments Inc. Options Zimmer, Rod A.A. 4 01/04/2011 51 14.54 15,000 -20,000 MI Developments Inc. Options Zimmer, Rod A.A. 4 01/04/2011 51 12.9 0 -15,000 MI Developments Inc. Subordinate Voting

Shares Class A Zimmer, Rod A.A. 4 27/03/2008 00


Zimmer, Rod A.A. 4 01/04/2011 11 28.15 35,000 35,000


Zimmer, Rod A.A. 4 01/04/2011 11 28.877 -5,000


Zimmer, Rod A.A. 4 01/04/2011 11 28.877 30,000 -5,000


Zimmer, Rod A.A. 4 05/04/2011 11 27.86 22,900 -7,100


Zimmer, Rod A.A. 4 06/04/2011 11 27.55 22,800 -100

MicroPlanet Technology Corp.

Common Shares Ironside, Brett 4 01/04/2011 16 0.1 4,247,000 695,000


Warrants Ironside, Brett 4 01/04/2011 16 0.15 3,945,000 695,000

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4481


T/O Unit Price


Acquired/ Disposed


Warrants Ironside, Brett 4 07/04/2011 55 0.25 0 -3,000,000


Common Shares Richardson, Alan Haines 4 01/04/2011 16 0.1 130,559 49,130


Warrants Richardson, Alan Haines 4 01/01/2009 00


Warrants Richardson, Alan Haines 4 01/04/2011 16 0.1 49,130 49,130


Warrants Tetreault, Myron Arthur 4 06/04/2011 55 0.25 0 -1,000,000

Minefinders Corporation Ltd. Common Shares Bailey, Mark 4, 7, 5 01/04/2011 51 9 637,829 42,824

Minefinders Corporation Ltd. Options Bailey, Mark 4, 7, 5 01/04/2011 51 9 280,000 -150,000

Minefinders Corporation Ltd. Common Shares Dawson, James Martin 4 31/03/2011 11 12.52 23,112 21,112

Minefinders Corporation Ltd. Options Dawson, James Martin 4 31/03/2011 38 9 140,000 -75,000

Minefinders Corporation Ltd. Common Shares King, Herman Leo 4 05/04/2011 10 13.21 59,010 -2,000

Minefinders Corporation Ltd. Common Shares Page, Tench Coxe 5 28/03/2011 10 12.95 578,287 -6,000




Minera Andes Inc. Common Shares ING, PERRY Y. 5 07/04/2010 10 3.25 10,000 Minera Andes Inc. Common Shares ING, PERRY Y. 5 07/04/2011 10 3.25 30,000 10,000 Mirabela Nickel Limited Common Shares Ordinary

SharesHandley, Geoffrey Arthur 4 01/01/2011 00

Mirabela Nickel Limited Common Shares Ordinary Shares

Handley, Geoffrey Arthur 4 01/04/2011 10 1.9775 20,000 20,000

Mistango River Resources Inc.

Common Shares Kasner, Robert J. 3, 4, 6, 5 06/04/2011 10 0.24 2,620,939 10,000


Common Shares Kasner, Robert J. 3, 4, 6, 5 13/05/2003 00 35,312


Common Shares Kasner, Robert J. 3, 4, 6, 5 01/04/2011 10 0.2 6,500


Common Shares Kasner, Robert J. 3, 4, 6, 5 01/04/2011 10 0.2 814,500 6,500









Mitel Networks Corporation Options McCarthy, Douglas Kevin 5 05/04/2011 59 3.75 37,080 -1,588

Mitel Networks Corporation Options McCarthy, Douglas Kevin 5 06/04/2011 59 3.75 37,027 -53

MKS Inc. Common Shares Funt, Mark 7 29/03/2011 51 4.55 1,100 300 MKS Inc. Common Shares Funt, Mark 7 29/03/2011 10 17.3 800 -300 MKS Inc. Options Funt, Mark 7 29/03/2011 51 4.55 3,568 -300 MKS Inc. Common Shares Mackin, Robert 7 31/03/2011 51 6.25 11,610 1,000 MKS Inc. Options Mackin, Robert 7 31/03/2011 51 6.25 22,857 -1,000 MKS Inc. Common Shares Ozols, Arnold 7 31/03/2011 30 14.855 28,055 117 MKS Inc. Common Shares Williams, Wendy 7 05/04/2011 51 4.55 420 416 MKS Inc. Common Shares Williams, Wendy 7 05/04/2011 10 18.5 4 -416 MKS Inc. Options Williams, Wendy 7 05/04/2011 51 4.55 6,005 -416 MONETA PORCUPINE MINES INC.

Common Shares Henry, Alexander David 4 01/04/2011 90 0.37 693,000 -60,000

MONETA PORCUPINE MINES INC.

Common Shares Henry, Alexander David 4 01/04/2011 90 0.37 64,700 60,000


Common Shares Henry, Alexander David 4 01/04/2011 90 0.37 4,700 -60,000


Common Shares Henry, Alexander David 4 01/04/2011 90 0.37 650,850 60,000

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4482


T/O Unit Price


Acquired/ Disposed

Mooncor Oil & Gas Corp. (formerly DVD Investments Limited)

Common Shares Brown, Darrell 5 29/03/2011 16 0.18 1,103,056 55,556

Mooncor Oil & Gas Corp. (formerly DVD Investments Limited)

Warrants Brown, Darrell 5 29/03/2011 16 155,556 55,556

MOSAID Technologies Incorporated

Rights Brown, Joseph 5 06/10/2010 56 3,444


Rights Brown, Joseph 5 06/10/2010 56 14,201 3,444


Rights Gillingham, Peter 5 06/10/2010 56 8,129 2,626


Rights Lindgren, John Carleton 4, 5 06/10/2010 56 61,954 12,606


Rights Shaer, Phillip 5 06/10/2010 56 14,137 3,273


Rights Vladescu, Michael 5 06/10/2010 56 14,075 3,103

MPH Ventures Corp. Warrants Pinetree Capital Ltd. 3 20/03/2011 55 0.1 7,395,000 -1,000,000 MRF 2011 Resource Limited Partnership

Limited Partnership Units Brasseur, Murray 3 05/04/2011 11 25 48,457 -4,000

Mundoro Capital Inc. Common Shares Allen, Thomas Ian Alexander

4 16/04/2008 36 537,500 537,500


4 22/10/2008 00


4 22/10/2008 00


4 22/10/2008 00

Mundoro Capital Inc. Options Downey, Patrick 4 16/04/2008 00 250,000 Mundoro Mining Inc Common Shares Allen, Thomas Ian

Alexander 4 16/04/2008 36 0 -537,500

Murgor Resources Inc Common Shares Larche, David Pierre 3 05/04/2011 00 Murgor Resources Inc Common Shares Larche, David Pierre 3 05/04/2011 45 0.2 10,000,000 10,000,000 Nanika Resources Inc. Common Shares Jacuta, James 4, 5 31/03/2011 10 0.045 1,808,349 3,000 Nanika Resources Inc. Common Shares Jacuta, James 4, 5 31/03/2011 10 0.05 1,815,349 7,000 Nanika Resources Inc. Common Shares Jacuta, James 4, 5 01/04/2011 10 0.05 1,820,349 5,000 Nanika Resources Inc. Common Shares Jacuta, James 4, 5 05/04/2011 10 0.05 1,840,349 20,000 Nass Valley Gateway Ltd. Common Shares Merfin Management Ltd 3 08/04/2011 10 0.075 11,182,500 60,000 Nass Valley Gateway Ltd. Common Shares Peter, Dieter Wolf 4, 5 08/04/2011 10 0.075 3,145,000 -60,000 National Bank of Canada Common Shares Banque Nationale du

Canada1 02/03/2011 38 74.4 300 300

National Bank of Canada Common Shares Banque Nationale du Canada

1 02/03/2011 38 74.43 1,500 1,200


1 02/03/2011 38 74.49 1,700 200


1 02/03/2011 38 74.5 3,800 2,100


1 02/03/2011 38 74.53 8,800 5,000


1 02/03/2011 38 74.57 19,900 11,100


1 02/03/2011 38 74.6 23,200 3,300


1 02/03/2011 38 74.62 24,300 1,100


1 02/03/2011 38 74.63 28,300 4,000


1 02/03/2011 38 74.68 33,100 4,800


1 02/03/2011 38 74.7 40,600 7,500


1 02/03/2011 38 74.73 44,600 4,000


1 02/03/2011 38 74.75 51,600 7,000


1 02/03/2011 38 74.79 54,400 2,800


1 02/03/2011 38 74.81 59,400 5,000


1 02/03/2011 38 74.84 62,400 3,000

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4483


T/O Unit Price


Acquired/ Disposed


1 02/03/2011 38 74.93 64,400 2,000


1 02/03/2011 38 74.94 66,400 2,000


1 02/03/2011 38 74.94 66,700 300


1 02/03/2011 38 74.97 67,600 900


1 02/03/2011 38 75.05 69,800 2,200


1 02/03/2011 38 75.13 70,600 800


1 02/03/2011 38 75.19 75,000 4,400


1 03/03/2011 38 74.35 75,800 800

National Bank of Canada Common Shares Banque Nationale duCanada

1 03/03/2011 38 74.37 76,800 1,000


1 03/03/2011 38 74.38 77,400 600


1 03/03/2011 38 74.4 78,500 1,100


1 03/03/2011 38 74.41 87,800 9,300


1 03/03/2011 38 74.42 88,800 1,000


1 03/03/2011 38 74.42 97,200 8,400


1 03/03/2011 38 74.47 100,300 3,100


1 03/03/2011 38 74.48 101,300 1,000


1 03/03/2011 38 74.49 102,500 1,200


1 03/03/2011 38 74.49 103,000 500


1 03/03/2011 38 74.5 104,000 1,000


1 03/03/2011 38 74.57 106,500 2,500


1 03/03/2011 38 74.64 107,500 1,000


1 03/03/2011 38 74.74 109,500 2,000


1 03/03/2011 38 74.75 112,500 3,000


1 04/03/2011 38 73.95 113,000 500


1 04/03/2011 38 73.97 113,700 700


1 04/03/2011 38 74 115,400 1,700


1 04/03/2011 38 74.01 118,700 3,300


1 04/03/2011 38 74.02 119,700 1,000


1 04/03/2011 38 74.03 121,300 1,600


1 04/03/2011 38 74.04 123,600 2,300


1 04/03/2011 38 74.05 124,600 1,000


1 04/03/2011 38 74.06 130,400 5,800


1 04/03/2011 38 74.06 132,000 1,600


1 04/03/2011 38 74.09 135,200 3,200


1 04/03/2011 38 74.1 137,000 1,800


1 04/03/2011 38 74.11 142,000 5,000

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4484


T/O Unit Price


Acquired/ Disposed


1 04/03/2011 38 74.12 146,000 4,000


1 04/03/2011 38 74.29 147,000 1,000


1 04/03/2011 38 74.31 148,000 1,000


1 04/03/2011 38 74.41 150,000 2,000


1 07/03/2011 38 73.9 152,400 2,400


1 07/03/2011 38 73.91 156,500 4,100


1 07/03/2011 38 73.92 157,000 500


1 07/03/2011 38 73.93 157,200 200


1 07/03/2011 38 73.95 157,300 100


1 07/03/2011 38 73.97 158,300 1,000


1 07/03/2011 38 73.98 160,300 2,000


1 07/03/2011 38 73.98 167,100 6,800


1 07/03/2011 38 73.99 167,600 500


1 07/03/2011 38 74 168,600 1,000


1 07/03/2011 38 74.03 169,000 400


1 07/03/2011 38 74.06 171,500 2,500


1 07/03/2011 38 74.1 172,500 1,000


1 07/03/2011 38 74.12 175,000 2,500


1 07/03/2011 38 74.2 177,000 2,000


1 07/03/2011 38 74.29 179,000 2,000


1 07/03/2011 38 74.3 179,200 200


1 07/03/2011 38 74.31 180,600 1,400


1 07/03/2011 38 74.33 180,700 100


1 07/03/2011 38 74.35 182,100 1,400


1 07/03/2011 38 74.36 184,500 2,400


1 07/03/2011 38 74.42 187,500 3,000


1 08/03/2011 38 73.25 190,200 2,700


1 08/03/2011 38 73.4 190,500 300


1 08/03/2011 38 73.8 193,500 3,000


1 08/03/2011 38 73.95 193,600 100


1 08/03/2011 38 74.03 193,900 300


1 08/03/2011 38 74.04 195,500 1,600


1 08/03/2011 38 74.05 196,600 1,100


1 08/03/2011 38 74.06 199,100 2,500


1 08/03/2011 38 74.08 205,500 6,400


1 08/03/2011 38 74.09 209,400 3,900

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4485


T/O Unit Price


Acquired/ Disposed


1 08/03/2011 38 74.1 213,300 3,900


1 08/03/2011 38 74.1 214,100 800


1 08/03/2011 38 74.11 216,600 2,500


1 08/03/2011 38 74.12 217,200 600


1 08/03/2011 38 74.15 217,500 300


1 08/03/2011 38 74.18 221,000 3,500


1 08/03/2011 38 74.25 225,000 4,000


1 08/03/2011 38 150,000 -75,000


1 09/03/2011 38 73.39 150,200 200


1 09/03/2011 38 73.41 154,500 4,300


1 09/03/2011 38 73.47 157,500 3,000


1 09/03/2011 38 73.49 159,500 2,000


1 09/03/2011 38 73.52 163,500 4,000


1 09/03/2011 38 73.55 165,800 2,300


1 09/03/2011 38 73.56 167,500 1,700


1 09/03/2011 38 73.59 169,500 2,000


1 09/03/2011 38 73.62 174,500 5,000


1 09/03/2011 38 73.8 176,500 2,000


1 09/03/2011 38 73.85 178,500 2,000


1 09/03/2011 38 73.9 180,500 2,000


1 09/03/2011 38 74 185,500 5,000


1 09/03/2011 38 74.1 187,500 2,000


1 09/03/2011 38 150,000 -37,500


1 10/03/2011 38 74 152,500 2,500


1 10/03/2011 38 74.1 157,500 5,000


1 10/03/2011 38 74.2 167,500 10,000


1 10/03/2011 38 74.27 170,000 2,500


1 10/03/2011 38 74.48 172,000 2,000


1 10/03/2011 38 74.54 174,500 2,500


1 10/03/2011 38 74.55 179,500 5,000


1 10/03/2011 38 74.8 182,500 3,000


1 10/03/2011 38 74.56 187,500 5,000


1 10/03/2011 38 150,000 -37,500


1 11/03/2011 38 73.59 150,100 100


1 11/03/2011 38 73.6 152,000 1,900


1 11/03/2011 38 73.62 152,300 300

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4486


T/O Unit Price


Acquired/ Disposed


1 11/03/2011 38 73.74 156,000 3,700


1 11/03/2011 38 73.75 162,800 6,800


1 11/03/2011 38 73.76 165,800 3,000


1 11/03/2011 38 73.77 166,200 400


1 11/03/2011 38 73.78 168,700 2,500


1 11/03/2011 38 73.78 170,300 1,600


1 11/03/2011 38 73.8 172,300 2,000


1 11/03/2011 38 73.85 172,700 400


1 11/03/2011 38 73.9 174,700 2,000


1 11/03/2011 38 73.94 176,100 1,400


1 11/03/2011 38 73.95 176,200 100


1 11/03/2011 38 73.98 178,600 2,400


1 11/03/2011 38 74 181,500 2,900


1 11/03/2011 38 74.07 182,400 900


1 11/03/2011 38 74.09 182,800 400


1 11/03/2011 38 74.1 185,000 2,200


1 11/03/2011 38 74.14 185,200 200


1 11/03/2011 38 74.19 186,900 1,700


1 11/03/2011 38 74.22 187,500 600


1 11/03/2011 38 150,000 -37,500


1 14/03/2011 38 74.04 152,900 2,900


1 14/03/2011 38 74.25 153,500 600


1 14/03/2011 38 74.3 153,600 100


1 14/03/2011 38 74.39 155,500 1,900


1 14/03/2011 38 74.45 158,000 2,500


1 14/03/2011 38 74.47 160,100 2,100


1 14/03/2011 38 74.5 163,500 3,400


1 14/03/2011 38 74.65 166,000 2,500


1 14/03/2011 38 74.69 166,300 300


1 14/03/2011 38 74.71 169,800 3,500


1 14/03/2011 38 74.73 177,700 7,900


1 14/03/2011 38 74.74 181,200 3,500


1 14/03/2011 38 74.75 182,800 1,600


1 14/03/2011 38 74.77 184,500 1,700


1 14/03/2011 38 74.79 185,400 900


1 14/03/2011 38 74.82 187,500 2,100

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4487


T/O Unit Price


Acquired/ Disposed


1 14/03/2011 38 150,000 -37,500


1 15/03/2011 38 73.63 150,500 500


1 15/03/2011 38 73.72 151,500 1,000


1 15/03/2011 38 73.83 153,500 2,000


1 15/03/2011 38 73.98 153,800 300


1 15/03/2011 38 74 153,900 100


1 15/03/2011 38 74.08 157,000 3,100


1 15/03/2011 38 74.12 158,100 1,100


1 15/03/2011 38 74.16 159,100 1,000


1 15/03/2011 38 74.18 160,700 1,600


1 15/03/2011 38 74.2 161,000 300


1 15/03/2011 38 74.45 161,400 400


1 15/03/2011 38 74.48 162,200 800


1 15/03/2011 38 74.49 165,100 2,900


1 15/03/2011 38 74.53 168,300 3,200


1 15/03/2011 38 74.67 170,200 1,900


1 15/03/2011 38 74.7 176,700 6,500


1 15/03/2011 38 74.74 178,800 2,100


1 15/03/2011 38 74.8 179,900 1,100


1 15/03/2011 38 74.86 180,800 900


1 15/03/2011 38 74.88 181,400 600


1 15/03/2011 38 74.9 182,400 1,000


1 15/03/2011 38 74.94 184,500 2,100


1 15/03/2011 38 74.99 186,700 2,200


1 15/03/2011 38 75.17 187,500 800


1 15/03/2011 38 150,000 -37,500


1 16/03/2011 38 74.28 153,000 3,000


1 16/03/2011 38 74.65 153,300 300


1 16/03/2011 38 74.82 157,000 3,700


1 16/03/2011 38 74.98 158,600 1,600


1 16/03/2011 38 74.99 159,100 500


1 16/03/2011 38 75 163,500 4,400


1 16/03/2011 38 75.01 167,000 3,500


1 16/03/2011 38 75.03 169,500 2,500


1 16/03/2011 38 75.04 172,600 3,100


1 16/03/2011 38 75.06 175,300 2,700

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4488


T/O Unit Price


Acquired/ Disposed


1 16/03/2011 38 75.08 177,500 2,200


1 16/03/2011 38 75.1 179,200 1,700


1 16/03/2011 38 75.25 183,000 3,800


1 16/03/2011 38 75.28 185,500 2,500


1 16/03/2011 38 75.31 187,500 2,000


1 16/03/2011 38 150,000 -37,500


1 17/03/2011 38 75.11 151,300 1,300


1 17/03/2011 38 75.12 153,300 2,000


1 17/03/2011 38 75.17 153,400 100


1 17/03/2011 38 75.2 158,300 4,900


1 17/03/2011 38 75.25 161,300 3,000


1 17/03/2011 38 75.26 167,500 6,200


1 17/03/2011 38 75.4 170,500 3,000


1 17/03/2011 38 75.46 170,900 400


1 17/03/2011 38 75.47 171,300 400


1 17/03/2011 38 75.5 172,900 1,600


1 17/03/2011 38 75.51 175,600 2,700


1 17/03/2011 38 75.55 176,500 900


1 17/03/2011 38 75.58 176,600 100


1 17/03/2011 38 75.63 183,500 6,900


1 17/03/2011 38 75.74 183,600 100


1 17/03/2011 38 75.8 187,500 3,900


1 17/03/2011 38 150,000 -37,500


1 18/03/2011 38 76.59 150,800 800


1 18/03/2011 38 76.83 155,000 4,200


1 18/03/2011 38 76.9 157,500 2,500


1 18/03/2011 38 76.95 160,600 3,100


1 18/03/2011 38 76.96 161,100 500


1 18/03/2011 38 77.11 161,900 800


1 18/03/2011 38 77.15 166,800 4,900


1 18/03/2011 38 77.2 171,800 5,000


1 18/03/2011 38 77.23 178,200 6,400


1 18/03/2011 38 77.28 179,500 1,300


1 18/03/2011 38 77.3 187,200 7,700


1 18/03/2011 38 77.34 187,500 300


1 18/03/2011 38 150,000 -37,500

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4489


T/O Unit Price


Acquired/ Disposed


1 21/03/2011 38 76.82 151,700 1,700


1 21/03/2011 38 76.87 153,700 2,000


1 21/03/2011 38 76.91 153,800 100


1 21/03/2011 38 76.92 155,800 2,000


1 21/03/2011 38 76.93 159,200 3,400


1 21/03/2011 38 76.95 161,600 2,400


1 21/03/2011 38 76.97 161,800 200


1 21/03/2011 38 76.98 164,000 2,200


1 21/03/2011 38 76.99 164,200 200


1 21/03/2011 38 77 167,600 3,400


1 21/03/2011 38 77.01 170,100 2,500


1 21/03/2011 38 77.03 172,000 1,900


1 21/03/2011 38 77.05 177,000 5,000


1 21/03/2011 38 77.2 180,900 3,900


1 21/03/2011 38 77.5 187,500 6,600


1 21/03/2011 38 150,000 -37,500


1 22/03/2011 38 76.35 150,500 500


1 22/03/2011 38 76.54 152,100 1,600


1 22/03/2011 38 76.55 152,500 400


1 22/03/2011 38 76.56 155,600 3,100


1 22/03/2011 38 76.59 157,000 1,400


1 22/03/2011 38 76.6 157,900 900


1 22/03/2011 38 76.71 158,600 700


1 22/03/2011 38 76.73 159,200 600


1 22/03/2011 38 76.74 163,200 4,000


1 22/03/2011 38 76.8 166,800 3,600


1 22/03/2011 38 76.86 169,900 3,100


1 22/03/2011 38 76.91 174,800 4,900


1 22/03/2011 38 76.92 177,200 2,400


1 22/03/2011 38 76.96 181,500 4,300


1 22/03/2011 38 76.98 182,900 1,400


1 22/03/2011 38 77 187,500 4,600


1 22/03/2011 38 150,000 -37,500


1 23/03/2011 38 76.08 150,300 300


1 23/03/2011 38 76.09 151,400 1,100


1 23/03/2011 38 76.1 151,900 500

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4490


T/O Unit Price


Acquired/ Disposed


1 23/03/2011 38 76.12 157,900 6,000


1 23/03/2011 38 76.14 158,600 700


1 23/03/2011 38 76.18 163,700 5,100


1 23/03/2011 38 76.19 166,400 2,700


1 23/03/2011 38 76.2 167,500 1,100


1 23/03/2011 38 76.21 180,000 12,500


1 23/03/2011 38 76.28 182,500 2,500


1 23/03/2011 38 76.53 187,500 5,000


1 23/03/2011 38 150,000 -37,500


1 24/03/2011 38 75.6 156,000 6,000


1 24/03/2011 38 76.05 160,000 4,000


1 24/03/2011 38 76.7 160,200 200


1 24/03/2011 38 76.75 167,700 7,500


1 24/03/2011 38 76.77 173,500 5,800


1 24/03/2011 38 76.95 175,700 2,200


1 24/03/2011 38 76.98 178,300 2,600


1 24/03/2011 38 76.99 180,400 2,100


1 24/03/2011 38 77.17 182,500 2,100


1 24/03/2011 38 77.18 183,400 900


1 24/03/2011 38 77.19 187,500 4,100


1 24/03/2011 38 150,000 -37,500


1 24/03/2011 38 112,500 -37,500


1 25/03/2011 38 76.15 112,600 100


1 25/03/2011 38 76.16 114,500 1,900


1 25/03/2011 38 76.2 114,600 100


1 25/03/2011 38 76.21 115,900 1,300


1 25/03/2011 38 76.22 116,200 300


1 25/03/2011 38 76.25 116,300 100


1 25/03/2011 38 76.3 128,400 12,100


1 25/03/2011 38 76.35 133,000 4,600


1 25/03/2011 38 76.52 135,400 2,400


1 25/03/2011 38 76.55 142,400 7,000


1 25/03/2011 38 76.56 143,000 600


1 25/03/2011 38 76.58 145,000 2,000


1 25/03/2011 38 76.65 150,000 5,000


1 28/03/2011 38 76.38 153,400 3,400

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4491


T/O Unit Price


Acquired/ Disposed


1 28/03/2011 38 76.55 154,000 600


1 28/03/2011 38 76.7 156,700 2,700


1 28/03/2011 38 76.71 162,600 5,900


1 28/03/2011 38 76.73 164,900 2,300


1 28/03/2011 38 76.95 169,600 4,700


1 28/03/2011 38 76.97 175,400 5,800


1 28/03/2011 38 76.98 179,500 4,100


1 28/03/2011 38 76.99 184,500 5,000


1 28/03/2011 38 77.02 187,500 3,000


1 28/03/2011 38 150,000 -37,500


1 29/03/2011 38 76.68 152,000 2,000


1 29/03/2011 38 76.81 156,000 4,000


1 29/03/2011 38 76.9 159,000 3,000


1 29/03/2011 38 76.99 159,400 400


1 29/03/2011 38 77 166,700 7,300


1 29/03/2011 38 77.07 166,800 100


1 29/03/2011 38 77.25 166,900 100


1 29/03/2011 38 77.27 167,500 600


1 29/03/2011 38 77.38 174,800 7,300


1 29/03/2011 38 77.54 177,600 2,800


1 29/03/2011 38 77.57 178,800 1,200


1 29/03/2011 38 77.6 182,700 3,900


1 29/03/2011 38 77.61 187,500 4,800


1 29/03/2011 38 150,000 -37,500


1 30/03/2011 38 77.54 150,200 200


1 30/03/2011 38 78.08 150,500 300


1 30/03/2011 38 78.11 154,200 3,700


1 30/03/2011 38 78.51 157,200 3,000


1 30/03/2011 38 78.72 160,100 2,900


1 30/03/2011 38 78.79 164,100 4,000


1 30/03/2011 38 78.88 165,400 1,300


1 30/03/2011 38 78.93 168,400 3,000


1 30/03/2011 38 78.95 169,000 600


1 30/03/2011 38 78.98 169,100 100


1 30/03/2011 38 78.99 176,400 7,300


1 30/03/2011 38 79 187,500 11,100

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4492


T/O Unit Price


Acquired/ Disposed


1 30/03/2011 38 150,000 -37,500


1 31/03/2011 38 78.55 152,500 2,500


1 31/03/2011 38 78.68 152,600 100


1 31/03/2011 38 78.75 154,400 1,800


1 31/03/2011 38 78.76 158,900 4,500


1 31/03/2011 38 78.78 162,000 3,100


1 31/03/2011 38 78.8 162,700 700


1 31/03/2011 38 78.84 163,000 300


1 31/03/2011 38 78.86 165,100 2,100


1 31/03/2011 38 78.87 166,700 1,600


1 31/03/2011 38 78.9 169,600 2,900


1 31/03/2011 38 78.918 178,900 9,300


1 31/03/2011 38 79 184,100 5,200


1 31/03/2011 38 79.07 187,500 3,400


1 31/03/2011 38 150,000 -37,500

National Bank of Canada Common Shares Houde, Jean 4 30/03/2011 00 5,300 National Bank of Canada Common Shares Thabet, Pierre 4 30/03/2011 00 72,895 National Bank of Canada Preferred Shares First,

Series 21 Thabet, Pierre 4 30/03/2011 00 200

NEMASKA EXPLORATION INC.


3 31/03/2011 10 0.49 740,000 -49,500

NEMI Northern Energy & Mining Inc.

Common Shares Hammond, Anthony 4 11/03/2011 10 0.97 5,000 -5,000


Common Shares Hammond, Anthony 4 11/03/2011 10 1.01 0 -5,000


Common Shares Hammond, Anthony 4 23/03/2011 51 0.41 33,334 33,334


Options Hammond, Anthony 4 23/03/2011 51 0.41 66,666 -33,334


Common Shares SHAW, BARRY ALEXANDER JR

4 30/03/2011 00 219,000



4 30/03/2011 00 97,500



4 30/03/2011 00 50,000



4 30/03/2011 00 30,000



4 30/03/2011 00 78,000

Neo Material Technologies Inc.

Common Shares Iorich, Vladimir 3 05/04/2011 10 9.95 14,193,550 -1,250,000

Neo Material Technologies Inc.

Common Shares Varah, Jeffrey Howard 5 31/03/2011 10 9.283 29,000 -8,500

New Look Eyewear Inc. Common Shares Class A Rouleau, Caroline 5 31/03/2011 10 0 -3,000

New Millennium Capital Corp.

Common Shares Options Bourassa, Jean-Charles 5 01/04/2011 50 3.36 402,500 45,000


Options Bourassa, Jean-Charles 5 01/04/2011 50 3.36 45,000


Options Bourassa, Jean-Charles 5 01/04/2011 50 3.36 45,000


Options Chanda, Biswajit 5 01/04/2011 50 3.36 880,000 185,000


Options Cooper, Marvin 5 01/04/2011 50 3.36 510,000 205,000


Options Freedman, Mark 5 01/04/2011 50 3.36 375,000 125,000

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4493


T/O Unit Price


Acquired/ Disposed


Options Hudson, Roy Harry 4 01/04/2011 50 3.36 670,000 125,000


Options Journeaux, Howaith Dean 4 01/04/2011 50 3.36 2,180,466 270,000


Options Martin, Robert Alexander 4, 5 01/04/2011 50 3.36 1,795,000 270,000


Options Melainine, Moulaye 5 01/04/2011 50 3.36 765,000 240,000


Options Nichols, Lee Clifford Gray 3, 4, 5 01/04/2011 50 3.36 670,000 125,000


Options Piette, Laurent 5 01/04/2011 50 3.36 445,000 215,000


Options Schindler, John Norman 4, 5 01/04/2011 50 3.36 620,000 125,000


Options Seccareccia, Pierre 4 01/04/2011 50 3.36 695,000 125,000

Newcastle Resources Ltd. Options Challis, John 4 16/03/2011 00 100,000 NewGrowth Corp. Common Shares Class A

CapitalWilliams, Robert Clayton 4 16/06/1998 00

NewGrowth Corp. Common Shares Class A Capital

Williams, Robert Clayton 4 31/03/2011 54 27.87 20,000 20,000


Williams, Robert Clayton 4 16/06/1998 00



NewGrowth Corp. Preferred Shares Class B, Series 2








NewGrowth Corp. Warrants Williams, Robert Clayton 4 16/06/1998 00 NewGrowth Corp. Warrants Williams, Robert Clayton 4 29/03/2011 10 0.89 20,000 20,000 NewGrowth Corp. Warrants Williams, Robert Clayton 4 31/03/2011 54 0 -20,000 NewGrowth Corp. Warrants Williams, Robert Clayton 4 29/03/2011 10 0.89 20,000 -20,000 NewGrowth Corp. Warrants Williams, Robert Clayton 4 31/03/2011 54 0 -20,000 NEWLOOK INDUSTRIES CORP

Common Shares Moretto, Jason 5 29/03/2011 10 0.175 1,101,500 -100,000

Newport Inc. Common Shares Baillie, Aubrey 6 01/04/2011 00 786,794 Newport Inc. Common Shares Baillie, Aubrey 6 01/04/2011 00 16,650 Newport Inc. Common Shares Baillie, Aubrey 6 01/04/2011 00 460,856 Newport Inc. Common Shares Baillie, Aubrey 6 01/04/2011 00 100,000 Newport Inc. Options Baillie, Aubrey 6 01/04/2011 00 100,000 Newport Inc. Common Shares Bell, John K. 4 01/04/2011 00 10,000 Newport Inc. Common Shares Bell, John K. 4 01/04/2011 00 3,700 Newport Inc. Common Shares Bell, John K. 4 01/04/2011 00 208,652 Newport Inc. Options Bell, John K. 4 01/04/2011 00 100,000 Newport Inc. Common Shares Brown, Douglas 6 01/04/2011 00 233,360 Newport Inc. Common Shares Brown, Douglas 6 01/04/2011 00 10,879 Newport Inc. Common Shares Brown, Douglas 6 01/04/2011 00 10,175 Newport Inc. Common Shares Brown, Douglas 6 01/04/2011 00 4,425 Newport Inc. Common Shares Brown, Douglas 6 01/04/2011 00 22,091 Newport Inc. Common Shares Brown, Douglas 6 01/04/2011 00 10,000 Newport Inc. Options Brown, Douglas 6 01/04/2011 00 500,000 Newport Inc. Common Shares Edwards, Kenneth Michael 4 01/04/2011 00 90,710

Newport Inc. Common Shares Edwards, Kenneth Michael 4 01/04/2011 00 15,360

Newport Inc. Options Edwards, Kenneth Michael 4 01/04/2011 00 50,000

Newport Inc. Common Shares Halbert, Keith 5 01/04/2011 00 27,561 Newport Inc. Options Halbert, Keith 5 01/04/2011 00 1,800,000 Newport Inc. Options Hatcher, Christopher Paul 5 01/04/2011 00 2,200,000 Newport Inc. Options Hutchings, Charles Pius 5 01/04/2011 00 1,500,000 Newport Inc. Common Shares Kinney, Mark Andrew 6 01/04/2011 00 100,000 Newport Inc. Common Shares Kinney, Mark Andrew 6 01/04/2011 00 1,107,381 Newport Inc. Common Shares Kinney, Mark Andrew 6 01/04/2011 00 1,935 Newport Inc. Common Shares Kinney, Mark Andrew 6 01/04/2011 00 2,475 Newport Inc. Common Shares Kinney, Mark Andrew 6 01/04/2011 00 49,920 Newport Inc. Common Shares Kinney, Mark Andrew 6 01/04/2011 00 50,615 Newport Inc. Common Shares Kinney, Mark Andrew 6 01/04/2011 00 8,500 Newport Inc. Common Shares Kinney, Mark Andrew 6 01/04/2011 00 5,600

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4494


T/O Unit Price


Acquired/ Disposed

Newport Inc. Options Kinney, Mark Andrew 6 01/04/2011 00 500,000 Newport Inc. Options Knifton, Sandra Dorothy 5 01/04/2011 00 100,000 Newport Inc. Common Shares Lloyd, David 6 01/04/2011 00 224,587 Newport Inc. Common Shares Lloyd, David 6 01/04/2011 00 1,107,381 Newport Inc. Common Shares Lloyd, David 6 01/04/2011 00 11,500 Newport Inc. Common Shares Lloyd, David 6 01/04/2011 00 10,750 Newport Inc. Common Shares Lloyd, David 6 01/04/2011 00 10,600 Newport Inc. Common Shares Lloyd, David 6 01/04/2011 00 46,977 Newport Inc. Options Lloyd, David 6 01/04/2011 00 500,000 Newport Inc. Common Shares MacDonald, Dean 5 01/04/2011 00 781,345 Newport Inc. Common Shares MacDonald, Dean 5 01/04/2011 00 1,432,319 Newport Inc. Options MacDonald, Dean 5 01/04/2011 00 5,000,000 Newport Inc. Options Montgomery, Adrian Taylor 5 01/04/2011 00 1,500,000

Newport Inc. Common Shares SMITH, GERRY H. 4 01/04/2011 00 100,316 Newport Inc. Options SMITH, GERRY H. 4 01/04/2011 00 50,000 Newstrike Resources Ltd. Common Shares Rankin, Donald Thomas

Robert4 07/04/2011 10 0.2 112,000 -20,000

Nexen Inc. Rights Deferred Share Units

Berry, William Baine 4 01/04/2011 56 24.92 15,196 31


Bertram, Robert Gordon 4 01/04/2011 56 24.17 24,177 693


Flanagan, Dennis Graham 4 01/04/2011 56 24.17 96


Flanagan, Dennis Graham 4 01/04/2011 56 24.17 46,529 96


Jackson, Steven Barry 4 01/04/2011 56 24.17 71,424 939


Jenkins, Kevin John 4 01/04/2011 56 24.17 61,267 918


McLellan, A. Anne 4 01/04/2011 56 24.19 44,910 454


Newell, Eric P. 4 01/04/2011 56 24.17 81,303 960


O'Neill, Thomas Charles 4 01/04/2011 56 24.17 58,251 1,061

Nexen Inc. Notes 7.35% due November 1, 2043

Romanow, Marvin F. 4, 7, 5 05/04/2011 10 25.4 $103,352


Romanow, Marvin F. 4, 7, 5 05/04/2011 10 25.4 $103,352


Romanow, Marvin F. 4, 7, 5 05/04/2011 10 25.4 $205,772 $103,352


Romanow, Marvin F. 4, 7, 5 06/04/2011 10 25.4 $215,646


Romanow, Marvin F. 4, 7, 5 06/04/2011 10 25.4 $215,646


Romanow, Marvin F. 4, 7, 5 06/04/2011 10 25.4 $421,418 $215,646


Saville, Q.C., Francis McLean

4 01/04/2011 56 24.17 137


Saville, Q.C., Francis McLean

4 01/04/2011 56 24.17 66,281 137


Willson, John Michael 4 01/04/2011 56 24.17 67,839 501


Zaleschuk, Victor Jack 4 01/04/2011 56 24.17 100


Zaleschuk, Victor Jack 4 01/04/2011 56 24.17 100


Zaleschuk, Victor Jack 4 01/04/2011 56 24.17 48,338 100

Next Gen Metals Inc. Common Shares Holmes, Linda 4, 5 07/04/2011 16 0.25 138,333 48,000 Next Gen Metals Inc. Warrants Holmes, Linda 4, 5 07/04/2011 16 31,667 24,000 Next Gen Metals Inc. Common Shares Steblin, Gordon 5 07/04/2011 16 0.25 89,333 24,000 Next Gen Metals Inc. Warrants Steblin, Gordon 5 07/04/2011 16 19,667 12,000 NGEx Resources Inc. Common Shares Rand, William Archibald 4 08/04/2011 51 1.19 244,098 100,000 NGEx Resources Inc. Options Rand, William Archibald 4 08/04/2011 51 1.19 150,000 -100,000 Nord Resources Corporation Units Deferred Stock

Units Cook, John Francis 4 31/03/2011 46 373,407 52,419

Nordion Inc. Common Shares Ashwood, Christopher Kent 5 05/04/2011 35 11.55 4,451 1

Nordion Inc. Common Shares Deferred Share Unit

Ashwood, Christopher Kent 5 01/04/2011 35 11.61 4,488 38

Nordion Inc. Common Shares Benjamin, Tamra 5 05/04/2011 35 11.55 5,001 1

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4495


T/O Unit Price


Acquired/ Disposed


Benjamin, Tamra 5 01/04/2011 35 11.61 5,042 42

Nordion Inc. Common Shares Brooks, Kevin 5 05/04/2011 35 11.55 7,301 1 Nordion Inc. Common Shares Deferred

Share Unit Brooks, Kevin 5 01/04/2011 35 11.61 7,362 62


Chitra, Jill 5 01/04/2011 35 11.61 5,042 42


Covitz, Peter Alan 5 01/04/2011 35 11.61 3,025 25

Nordion Inc. Common Shares Dans, George Peter 5 05/04/2011 35 11.55 14,034 34 Nordion Inc. Common Shares Deferred

Share Unit Dans, George Peter 5 01/04/2011 35 11.61 14,118 118


Horton, Kenneth Lee 5 01/12/2005 00


Horton, Kenneth Lee 5 01/04/2011 35 11.61 238 238

Nordion Inc. Common Shares McIntosh, Scott Robert 5 05/04/2011 35 11.55 8,109 17 Nordion Inc. Common Shares Deferred

Share Unit McIntosh, Scott Robert 5 01/04/2011 35 11.61 6,051 51

Nordion Inc. Common Shares West, Steven 5 31/03/2011 10 11.32 26,300 900 Nordion Inc. Common Shares West, Steven 5 31/03/2011 10 11.31 26,400 100 Nordion Inc. Common Shares West, Steven 5 31/03/2011 10 11.32 27,000 600 Nordion Inc. Common Shares West, Steven 5 31/03/2011 10 11.32 27,600 600 Nordion Inc. Common Shares West, Steven 5 31/03/2011 10 11.32 28,400 800 Nordion Inc. Common Shares West, Steven 5 31/03/2011 10 11.43 28,800 400 Nordion Inc. Common Shares West, Steven 5 31/03/2011 10 11.43 28,900 100 Nordion Inc. Common Shares West, Steven 5 31/03/2011 10 11.43 29,700 800 Nordion Inc. Common Shares West, Steven 5 31/03/2011 10 11.43 29,800 100 Nordion Inc. Common Shares West, Steven 5 01/04/2011 35 11.61 462 Nordion Inc. Common Shares Deferred

Share Unit West, Steven 5 01/04/2011 35 11.61 55,061 462

Norsemont Mining Inc. Common Shares Baxter, Robert William 5 01/03/2011 54 1.9 509,200 39,167 Norsemont Mining Inc. Common Shares Baxter, Robert William 5 08/03/2011 51 2 1,009,200 500,000 Norsemont Mining Inc. Common Shares Baxter, Robert William 5 08/03/2011 51 1.6 1,109,200 100,000 Norsemont Mining Inc. Common Shares Baxter, Robert William 5 08/03/2011 51 1.72 1,309,200 200,000 Norsemont Mining Inc. Common Shares Baxter, Robert William 5 08/03/2011 51 4 1,609,200 300,000 Norsemont Mining Inc. Common Shares Baxter, Robert William 5 08/03/2011 51 1.6 1,909,200 300,000 Norsemont Mining Inc. Common Shares Baxter, Robert William 5 08/03/2011 51 2.05 2,209,200 300,000 Norsemont Mining Inc. Common Shares Baxter, Robert William 5 08/03/2011 57 2,307,560 98,360 Norsemont Mining Inc. Common Shares Baxter, Robert William 5 08/03/2011 22 4.61 1,798,360 -509,200 Norsemont Mining Inc. Common Shares Baxter, Robert William 5 08/03/2011 22 2.43 0 -1,798,360 Norsemont Mining Inc. Options Baxter, Robert William 5 08/03/2011 51 1,200,000 -500,000 Norsemont Mining Inc. Options Baxter, Robert William 5 08/03/2011 51 1,100,000 -100,000 Norsemont Mining Inc. Options Baxter, Robert William 5 08/03/2011 51 900,000 -200,000 Norsemont Mining Inc. Options Baxter, Robert William 5 08/03/2011 51 600,000 -300,000 Norsemont Mining Inc. Options Baxter, Robert William 5 08/03/2011 51 300,000 -300,000 Norsemont Mining Inc. Options Baxter, Robert William 5 08/03/2011 51 0 -300,000 Norsemont Mining Inc. Rights Restricted Share

Units (RSUs) Baxter, Robert William 5 08/03/2011 57 0 -98,360

Norsemont Mining Inc. Warrants Baxter, Robert William 5 01/03/2011 54 0 -39,167 North American Energy Partners Inc.

Deferred Share Unit (Common Shares)

Brokaw, George R. 4 31/03/2011 56 34,739 1,463

North American Energy Partners Inc.


Brussa, John Albert 4 31/03/2011 56 27,578 1,400



Dodd, Peter 5 31/03/2011 56 19,096 1,463



Hawkins, John D. 4 31/03/2011 56 37,431 1,202



McIntosh, Ronald A 4 31/03/2011 56 50,430 766



Oehmig, William C. 4 31/03/2011 56 51,091 1,515



Sello, Allen 4 31/03/2011 56 27,653 1,526



TOMSETT, PETER WILLIAM

4 31/03/2011 55 3,239




4 31/03/2011 55 3,239




4 31/03/2011 56 62,380 3,239



Turner, K. Rick 4 31/03/2011 56 26,620 1,400

North American Tungsten Corporation Ltd.

Common Shares Collison, Kenneth W. 4 06/04/2011 10 0.415 455,556 -100,000

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4496


T/O Unit Price


Acquired/ Disposed


Common Shares Collison, Kenneth W. 4 07/04/2011 10 0.41 355,556 -100,000


Common Shares Douglas, Kevin 3 31/03/2011 11 0.5 2,210,000 1,020,000




Common Shares Douglas, Kevin 3 31/03/2011 11 0.5 1,300,000 600,000




Warrants Douglas, Kevin 3 31/03/2011 11 850,000 510,000


Warrants Douglas, Kevin 3 31/03/2011 11 1,650,000 990,000


Warrants Douglas, Kevin 3 31/03/2011 11 500,000 300,000


Warrants Douglas, Kevin 3 31/03/2011 11 2,000,000 1,200,000

NORTHCORETECHNOLOGIES INC. (formerly ADB Systems International Ltd.)

Options Bulger, T. Christopher 4 04/04/2011 50 0.19 2,565,000 600,000


Options Copeland, Duncan 4, 5 04/04/2011 50 0.19 1,855,000 300,000


Options Moskos, James 4 04/04/2011 50 0.19 2,880,000 600,000


Options Robertson, Darraoch 4 04/04/2011 50 0.19 1,215,000 300,000

Northern Financial Corporation

Common Shares Bruggeman, Robert John 5 30/03/2011 15 0.3 10,003 10,000

Northern Superior Resources Inc.

Options Livingstone, Kent Wayne 4 13/03/2011 52 0.52 425,000 -25,000

Northfield Capital Corporation

Common Shares CLASS A RESTRICTED VOTING

Cudney, Robert Douglas 3, 4 04/04/2011 10 200 304,146 200

Northland Resources S.A. Options Arlefalk, Göran 5 01/04/2011 00 Northland Resources S.A. Options Arlefalk, Göran 5 04/04/2011 50 3.76 300,000 300,000 Northland Resources S.A. Options Craig, Deborah Susan 5 08/04/2011 00 150,000 Northland Resources S.A. Options Jokela, (Kari) Jukka 5 08/04/2011 00 175,000 Northland Resources S.A. Options Lundström, (Per Nils )

Jonas 5 08/04/2011 00 225,000

Northland Resources S.A. Options Williams, Shane James 5 08/04/2011 00 300,000 Northquest Ltd. Common Shares BEACH, WAYNE 3 29/03/2011 10 1 2,414,585 2,800 Northquest Ltd. Common Shares BEACH, WAYNE 3 04/04/2011 10 1 2,415,085 500 Northquest Ltd. Common Shares BEACH, WAYNE 3 05/04/2011 10 1 2,419,085 4,000 Northquest Ltd. Common Shares BEACH, WAYNE 3 06/04/2011 10 1 2,419,585 500 Northquest Ltd. Common Shares BEACH, WAYNE 3 07/04/2011 10 1 2,424,085 4,500 Northquest Ltd. Common Shares BEACH, WAYNE 3 08/04/2011 10 1 2,428,085 4,000 Northstar Aerospace Inc. Options Yuen, Craig 5 30/06/2010 56 2.08 17,235 Northstar Aerospace Inc. Options Yuen, Craig 5 30/06/2010 56 2.08 17,235 NorthWest Healthcare Properties Real Estate Investment Trust

Deferred Units Barkin, Martin 4 06/04/2011 56 11.79 3,300 763

NorthWest Healthcare Properties Real Estate Investment Trust

Deferred Units Baron, Robert 4 06/04/2011 56 11.79 5,501 1,272


Deferred Units Crotty, Bernard W. 4 06/04/2011 56 11.79 5,501 1,272


Deferred Units Dalla Lana, Paul 4, 5 17/03/2010 00


Deferred Units Dalla Lana, Paul 4, 5 07/04/2011 56 11.79 1,272 1,272


Deferred Units Krizan, Jan 4 17/03/2010 00

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4497


T/O Unit Price


Acquired/ Disposed


Deferred Units Krizan, Jan 4 06/04/2011 56 11.79 763 763

NovaDx Ventures Corp. Common Shares Espig, Peter Edward 4 30/03/2011 10 0.44 421,500 11,500 NovaDx Ventures Corp. Common Shares Espig, Peter Edward 4 05/04/2011 10 0.385 426,500 5,000 NovaGold Resources Inc. Common Shares Francis, Kevin Albert 5 01/04/2011 30 20,629 26 NovaGold Resources Inc. Common Shares Van Nieuwenhuyse, Rick 4, 5 05/04/2011 30 28,318 1,380 NovaGold Resources Inc. Common Shares Van Nieuwenhuyse, Rick 4, 5 14/06/2002 00 NovaGold Resources Inc. Common Shares Van Nieuwenhuyse, Rick 4, 5 10/05/2010 57 134,491 134,491 NovaGold Resources Inc. Rights Performance

Share Unit Van Nieuwenhuyse, Rick 4, 5 14/06/2002 00

NovaGold Resources Inc. Rights Performance Share Unit

Van Nieuwenhuyse, Rick 4, 5 14/06/2002 00


Van Nieuwenhuyse, Rick 4, 5 03/05/2010 57 -191,050


Van Nieuwenhuyse, Rick 4, 5 03/05/2010 57 -191,050

Novik Inc. Common Shares Gestion de portefeuille Natcan Inc.

3 31/03/2011 99 6,015,786 365,000

Novik Inc. Common Shares Gestion de portefeuille Natcan Inc.

3 31/03/2011 10 0.27 6,031,786 16,000

Novus Energy Inc. (formerly, Regal Energy Ltd.)

Common Shares Novus Energy Inc. 1 23/03/2011 10 1.25 25,000 25,000








Common Shares Novus Energy Inc. 1 28/03/2011 38 50,000 -50,000




Common Shares Novus Energy Inc. 1 31/03/2011 38 25,000 -50,000


Common Shares Novus Energy Inc. 1 01/04/2011 38 0 -25,000

O'Leary BrIC-Plus Income & Growth Fund

Trust Units O'Leary BrIC-Plus Income & Growth Fund

1 30/03/2011 38 10.69 10,000 10,000

O'Leary BrIC-Plus Income & Growth Fund

Trust Units O'Leary BrIC-Plus Income & Growth Fund

1 30/03/2011 38 0 -10,000

O'Leary Hard Asset Income Fund

Units O'Leary Hard Asset Income Fund

1 15/03/2011 00



1 15/03/2011 38 10.5 5,000 5,000



1 15/03/2011 38 0 -5,000

Oculus Ventures Corporation Common Shares Gabriel, John 4, 5 15/03/2011 36 0.1 -35,000

Oculus Ventures Corporation Common Shares Gabriel, John 4, 5 15/03/2011 11 0.1 0 -35,000

Oil Sands Sector Fund Trust Units Oil Sands Sector Fund 1 07/03/2011 38 7.08 500 500 Oil Sands Sector Fund Trust Units Oil Sands Sector Fund 1 07/03/2011 38 7.08 0 -500 Oil Sands Sector Fund Trust Units Oil Sands Sector Fund 1 08/03/2011 38 7 500 500 Oil Sands Sector Fund Trust Units Oil Sands Sector Fund 1 08/03/2011 38 7 0 -500 Olympia Financial Group Inc. Common Shares Skauge, Rick 3, 4, 5 06/04/2011 10 42.25 117,600 1,000

Olympia Financial Group Inc. Common Shares Skauge, Rick 3, 4, 5 07/04/2011 10 42.25 118,600 1,000

Omega Advisors U.S. Capital Appreciation Fund

Class A Combined Units Bill, Conor 5 30/03/2011 36 0 -15,000


Units Class A Bill, Conor 5 22/03/2011 00


Units Class A Bill, Conor 5 30/03/2011 36 15,000 15,000

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4498


T/O Unit Price


Acquired/ Disposed


Warrants Class A Bill, Conor 5 22/03/2011 00


Warrants Class A Bill, Conor 5 30/03/2011 36 15,000 15,000


Class A Combined Units Doyle, Philip John William 7 30/03/2011 97 0 -1,000


Units Class A Doyle, Philip John William 7 25/02/2011 00


Units Class A Doyle, Philip John William 7 30/03/2011 97 1,000 1,000


Warrants Class A Doyle, Philip John William 7 25/02/2011 00


Warrants Class A Doyle, Philip John William 7 30/03/2011 97 1,000 1,000


Class A Combined Units Maunder, Trevor William 7 30/03/2011 97 0 -10,000


Units Class A Maunder, Trevor William 7 25/02/2011 00


Units Class A Maunder, Trevor William 7 30/03/2011 97 10,000 10,000


Warrants Class A Maunder, Trevor William 7 25/02/2011 00


Warrants Class A Maunder, Trevor William 7 30/03/2011 97 10,000 10,000


Class A Combined Units Nadal, Miles S. 3, 7 30/03/2011 97 0 -700,000


Units Class A Nadal, Miles S. 3, 7 25/02/2011 00


Units Class A Nadal, Miles S. 3, 7 30/03/2011 97 700,000 700,000


Warrants Class A Nadal, Miles S. 3, 7 25/02/2011 00


Warrants Class A Nadal, Miles S. 3, 7 30/03/2011 97 700,000 700,000

ONEX CORPORATION Rights Deferred Share Units (cash settled)

Casey, Daniel C. 4 31/03/2011 56 33.99 53,042 339


Etherington, William 4 31/03/2011 56 33.99 26,907 338


Godsoe, Peter Cowperthwaite

4 31/03/2011 56 33.99 54,150 446


Gouin, Serge 4 31/03/2011 56 33.99 54,428 446


McCoy, John Bonnet 4 31/03/2011 56 33.99 45,845 378


Prichard, John Robert Stobo

4 31/03/2011 56 33.99 49,736 306


Reisman, Heather M. 4 31/03/2011 56 33.99 42,679 306


Thorsteinson, Arni Clayton 4 31/03/2011 56 33.99 67,558 786

Open EC Technologies, Inc. Common Shares Dagher, William 7 01/04/2011 00 562,500

Open EC Technologies, Inc. Warrants Dagher, William 7 01/04/2011 00 1,125,000

Orezone Gold Corporation Options Downey, Patrick 4 05/04/2011 00 300,000 Orezone Gold Corporation Options Peck, Keith Lawrence 4 05/04/2011 00 300,000 Oroco Resource Corp. Common Shares Dalziel, Craig James 4, 5 07/08/2009 00 Oroco Resource Corp. Common Shares Dalziel, Craig James 4, 5 11/03/2011 11 0.3 200,000 200,000 Orvana Minerals Corp. Common Shares Bradshaw, Peter Martin

Devenish 4 30/03/2011 51 0.89 168,200 125,000

Orvana Minerals Corp. Common Shares Bradshaw, Peter Martin Devenish

4 30/03/2011 10 2.96 112,200 -56,000

Orvana Minerals Corp. Options Bradshaw, Peter Martin Devenish

4 30/03/2011 51 25,000 -125,000

Orvana Minerals Corp. Common Shares King, Duncan Malcolm 5 29/03/2011 51 0.89 63,900 23,900 Orvana Minerals Corp. Common Shares King, Duncan Malcolm 5 29/03/2011 10 2.96 40,000 -23,900 Orvana Minerals Corp. Common Shares King, Duncan Malcolm 5 30/03/2011 51 0.89 45,100 Orvana Minerals Corp. Common Shares King, Duncan Malcolm 5 30/03/2011 51 0.89 166,100 126,100 Orvana Minerals Corp. Common Shares King, Duncan Malcolm 5 30/03/2011 11 3 -45,100 Orvana Minerals Corp. Common Shares King, Duncan Malcolm 5 30/03/2011 10 3 121,000 -45,100 Orvana Minerals Corp. Options King, Duncan Malcolm 5 29/03/2011 51 176,100 -23,900 Orvana Minerals Corp. Options King, Duncan Malcolm 5 30/03/2011 51 50,000 -126,100 Orvana Minerals Corp. Common Shares Logan, John Robert 4 30/03/2011 51 0.81 225,000 150,000

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4499


T/O Unit Price


Acquired/ Disposed

Orvana Minerals Corp. Common Shares Logan, John Robert 4 30/03/2011 10 2.96 175,000 -50,000 Orvana Minerals Corp. Options Logan, John Robert 4 30/03/2011 51 0 -150,000 Orvana Minerals Corp. Common Shares Williams, William Conard 5 30/03/2011 51 0.75 240,000 100,000 Orvana Minerals Corp. Common Shares Williams, William Conard 5 30/03/2011 10 2.96 215,000 -25,000 Orvana Minerals Corp. Options Williams, William Conard 5 30/03/2011 51 150,000 -100,000 PACIFIC & WESTERN CREDIT CORP.

Common Shares Asma, John William 7, 5 31/03/2011 35 29 5

PACIFIC & WESTERN CREDIT CORP.

Common Shares Bratton, David A. 4, 7 31/03/2011 35 5,981 106


Common Shares Hillier, Arnold Edward 4, 7 31/03/2011 35 29,256 284


Common Shares Litton, Colin Edward 4 31/03/2011 35 3,174 84


Common Shares Mitchell, William T. 4, 7 09/09/2002 00


Common Shares Mitchell, William T. 4, 7 31/03/2011 35 106 106


Common Shares Mizzen, Scott Andrew 5 31/03/2011 35 5,519 31


Common Shares Ritchie, Charles Scott 4 31/03/2011 35 73,262 127


Common Shares Taylor, Jonathan Francis Patrick

7, 5 31/03/2011 35 21,014 212

Pacific North West Capital Corp.

Common Shares Kaymin Resources Limited 3 06/04/2011 00


Common Shares Kaymin Resources Limited 3 06/04/2011 11 8,117,161 8,117,161


Warrants Kaymin Resources Limited 3 06/04/2011 00


Warrants Kaymin Resources Limited 3 06/04/2011 11 3,000,000 3,000,000


Common Shares Pinetree Capital Ltd. 3 17/02/2011 00


Common Shares Pinetree Capital Ltd. 3 17/02/2011 00 6,430,000

Pacific Northern Gas Ltd. Rights DSU's Bingham, Wayne Mitchell 4 31/03/2011 56 26.581 1,786 197 Pacific Northern Gas Ltd. Rights DSU's Chase, Robert 4 31/03/2011 56 10,218 1,279 Pacific Northern Gas Ltd. Rights DSU's Fulton, Diane Margaret 4 31/03/2011 56 26.238 4,177 229 Pacific Northern Gas Ltd. Rights DSU's Fulton, Diane Margaret 4 31/03/2011 56 26.581 4,667 490 Pacific Northern Gas Ltd. Rights DSU's Johnston, Robert Bruce 4 31/03/2011 56 26.238 4,473 429 Pacific Northern Gas Ltd. Rights DSU's Johnston, Robert Bruce 4 31/03/2011 56 26.581 4,975 502 Pacific Northern Gas Ltd. Rights DSU's Unruh, David Gerard 4 31/03/2011 56 26.238 5,231 233 Pacific Northern Gas Ltd. Rights DSU's Unruh, David Gerard 4 31/03/2011 56 26.581 5,851 620 Pacific Northern Gas Ltd. Rights DSU's Willms, Arthur Henry 4 31/03/2011 56 26.238 4,353 262 Pacific Northern Gas Ltd. Rights DSU's Willms, Arthur Henry 4 31/03/2011 56 26.581 4,861 508 Pacific Northern Gas Ltd. Rights DSU's Woodruff, Janet Patricia 4 31/03/2011 56 26.238 3,816 276 Pacific Northern Gas Ltd. Rights DSU's Woodruff, Janet Patricia 4 31/03/2011 56 26.581 4,255 439 Painted Pony Petroleum Ltd. Common Shares Class A Angus, Kevin Daniel 4 01/04/2011 10 11.619 70,000 -34,000

Palliser Oil & Gas Corporation

DSU (cash-based only) Crowther, Kenneth 4 31/03/2011 56 42,527 2,039


DSU (cash-based only) Fridhandler, Daryl Steven 4 31/03/2011 56 1.9 56,140 2,697


DSU (cash-based only) Hayden, Stephen Cyril 4 31/03/2011 56 40,620 2,039


DSU (cash-based only) Toole, Wayne Richard 4 31/03/2011 56 28,792 1,447

Pan American Silver Corp. Common Shares Couturier, Ignacio Llerena 5 01/04/2011 00 1,386 Pan American Silver Corp. Options Couturier, Ignacio Llerena 5 01/04/2011 00 19,985 Pancontinental Uranium Corporation (formerly, Centram Exploration Ltd.)

Common Shares Mosher, David Vaughn 4 04/04/2011 11 0.125 3,170,000 -80,000

Pancontinental Uranium Corporation (formerly, Centram Exploration Ltd.)

Warrants Mosher, David Vaughn 4 04/04/2011 11 720,000 -80,000

Paragon Pharmacies Limited (formerly Rinoa Enterprises Ltd.)

Common Shares Paragon Pharmacies Limited

1 05/04/2011 38 89,425,381 -957,500

Paramount Resources Ltd. Common Shares Class A Claugus, Thomas Eugene 3, 4 31/03/2011 10 34.57 201,200 -900

Paramount Resources Ltd. Common Shares Class A Claugus, Thomas Eugene 3, 4 31/03/2011 10 34.57 1,577,600 -7,200


Insider Reporting

April 15, 2011 (2011) 34 OSCB 4500


T/O Unit Price


Acquired/ Disposed


Paramount Resources Ltd. Common Shares Class A Claugus, Thomas Eugene 3, 4 31/03/2011 10 34.57 428,900 -2,000

Park Lawn Corporation Common Shares Rodrigue, Yvon 4 30/03/2011 11 7.4 16,301 -1,000 Parkland Fuel Corporation Common Shares Savage, Jane Elizabeth 5 04/04/2011 00 Parkland Fuel Corporation Common Shares Williams, Bradley D. 5 02/02/2011 51 150,546 46,500 Parkland Fuel Corporation Share Options Williams, Bradley D. 5 02/02/2011 51 0 -46,500 Parkland Fuel Corporation Share Options Williams, Bradley D. 5 02/02/2011 51 46,500 Parta Dialogue Inc. Common Shares Teuscher, Adrian A. 4 07/04/2011 10 0.18 5,538,304 2,000 Pelangio Exploration Inc. Common Shares Shaw, Ian 4 30/03/2011 54 0.65 735,050 50,000 Pelangio Exploration Inc. Warrants Shaw, Ian 4 30/03/2011 54 0 -50,000 Pembina Pipeline Corporation

Common Shares Robertson, Peter 5 29/03/2011 30 445

Pembina Pipeline Corporation

Common Shares Robertson, Peter 5 29/03/2011 30 118,971 463

Penn West Petroleum Ltd. Common Shares ANDREW, WILLIAM E. 4, 5 06/04/2011 51 23.84 135,013 25,000 Penn West Petroleum Ltd. Common Shares ANDREW, WILLIAM E. 4, 5 06/04/2011 10 26.91 130,513 -4,500 Penn West Petroleum Ltd. Common Shares ANDREW, WILLIAM E. 4, 5 06/04/2011 10 26.88 125,513 -5,000 Penn West Petroleum Ltd. Common Shares ANDREW, WILLIAM E. 4, 5 06/04/2011 10 26.87 125,013 -500 Penn West Petroleum Ltd. Common Shares ANDREW, WILLIAM E. 4, 5 06/04/2011 10 26.85 120,013 -5,000 Penn West Petroleum Ltd. Common Shares ANDREW, WILLIAM E. 4, 5 06/04/2011 10 26.79 110,013 -10,000 Penn West Petroleum Ltd. Options ANDREW, WILLIAM E. 4, 5 06/04/2011 51 1,060,000 -25,000 Penn West Petroleum Ltd. Restricted Share Rights ANDREW, WILLIAM E. 4, 5 06/04/2011 57 835,000 -25,000 Phonetime Inc. Common Shares Clifford, Gary 4 07/04/2011 10 0.061 1,707,000 63,000 Phonetime Inc. Common Shares Clifford, Gary 4 07/04/2011 11 0.07 2,908,852 1,201,852 Phoscan Chemical Corp. Common Shares Case, Stephen Dunbar 4, 5 04/04/2011 51 0.2 2,745,395 100,000 Phoscan Chemical Corp. Options Case, Stephen Dunbar 4, 5 04/04/2011 51 0 -100,000 Phoscan Chemical Corp. Common Shares Giegerich, Henry Maynard 4 04/04/2011 10 0.59 349,000 24,000 PHX Energy Services Corp. Retention Awards (Cash-

based Only) Athaide, Judith 4 31/03/2011 56 10,747 1,848

PHX Energy Services Corp. Retention Awards (Cash-based Only)

Bailey, James Cameron 4 31/03/2011 56 14,734 2,156


Gray, James K. 4 31/03/2011 56 13,017 1,437


Hibbard, Lawrence M. 4 31/03/2011 56 4,437 1,437


Hooks, John Michael 5 31/03/2011 56 23,539 2,156


Tetreault, Myron Arthur 4 31/03/2011 56 16,017 2,567

Pilot Gold Inc. Common Shares McInnes, Donald Arthur 4 08/04/2011 00 5,212 Pilot Gold Inc. Options McInnes, Donald Arthur 4 08/04/2011 00 96,250 Pilot Gold Inc. Common Shares Newmont Mining

Corporation3 06/04/2011 00

Pilot Gold Inc. Common Shares Newmont Mining Corporation

3 06/04/2011 22 10,089,688 10,089,688

Pinetree Capital Ltd. Options Patricio, Richard J 5 31/03/2011 50 1,050,000 120,000 Platinex Inc. Options Paradis, Lori 5 01/04/2011 50 0.12 250,000 130,000 Platinex Inc. Options PERRIN, JOANNA 5 01/04/2011 50 0.011 125,000 Platinex Inc. Options PERRIN, JOANNA 5 01/04/2011 50 0.11 125,000 Platinex Inc. Options PERRIN, JOANNA 5 01/04/2011 50 0.11 125,000 Platinex Inc. Options PERRIN, JOANNA 5 01/04/2011 50 0.12 365,000 125,000 Platinex Inc. Options Reilly, Robert Bruce 5 01/04/2011 50 0.12 405,000 185,000 Platinex Inc. Options TRUSLER, JAMES

RICHARD 3, 4, 5 01/04/2011 50 0.12 1,160,000 240,000

Platinum Communications Corporation

Options Bobye, Wayne 4 06/04/2011 50 0.1 250,000 100,000


Common Shares Cargo, Ronald James 3, 4 08/04/2011 10 0.045 9,280,683 20,000


Options Cargo, Ronald James 3, 4 06/04/2011 50 0.1 250,000 90,000

Platmin Limited Common Shares Temasek Holdings (Private) Limited

3 04/04/2011 36 0.84 160,199,883 119,047,620

Platmin Limited Convertible Debentures Temasek Holdings (Private) Limited

3 04/04/2011 36 0.84 $0 -$100,000,000

Plato Gold Corp. Options Cohen, Anthony 3, 4, 5 29/03/2011 50 0.1 1,685,000 400,000 Plato Gold Corp. Options Van Tassell, Robert Eric 4 05/04/2011 52 1,335,000 -150,000 Plato Gold Corp. Options Wong, Greg Ka Wai 5 05/04/2011 52 1,510,000 -150,000 PNI Digital Media Inc. Common Shares Nielsen, Thomas 4 31/03/2011 10 1.53 3,500 -23,000 PNI Digital Media Inc. Common Shares Spice, Patricia 6 01/04/2011 10 1.53 2,550 -12,500 Portage Minerals Inc. Common Shares Gibson, Gregory 4 06/04/2011 00 100,000 Porto Energy Corp. Common Shares Libra Advisors, LLC 3 01/04/2011 10 0.884 11,677,000 -500,000 Porto Energy Corp. Common Shares Libra Advisors, LLC 3 04/04/2011 10 0.864 11,427,000 -250,000

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4501


T/O Unit Price


Acquired/ Disposed

Porto Energy Corp. Common Shares Libra Advisors, LLC 3 05/04/2011 10 0.84 11,177,000 -250,000 Posera-HDX Inc. (formerly Hosted Data Transaction Solutions Inc.)

Common Shares Class A Voting

Shulman, Allen 5 04/04/2011 10 0.3 1,300,508 250

Posera-HDX Inc. (formerly Hosted Data Transaction Solutions Inc.)

Common Shares Class A Voting

Shulman, Allen 5 06/04/2011 10 0.27 1,300,758 250

Potash Corporation of Saskatchewan Inc.

Common Shares Burley, Christopher Michael 4 16/02/2011 37 30,000 20,000


Rights Deferred Share Units

Burley, Christopher Michael 4 10/02/2011 56 184.71 1,105 1



Burley, Christopher Michael 4 16/02/2011 37 3,315 2,210



Burley, Christopher Michael 4 31/03/2011 56 57.19 3,493 178


Common Shares Estey, John W. 4 16/02/2011 37 3,000 2,000



Estey, John W. 4 10/02/2011 56 185.02 22,378 12



Estey, John W. 4 16/02/2011 37 67,137 44,759



Estey, John W. 4 31/03/2011 56 58.93 67,508 371


Common Shares Fracchia, Mark 5 31/03/2011 51 5.55 12,750 7,100


Common Shares Fracchia, Mark 5 31/03/2011 10 57.4 9,850 -2,900




Common Shares Fracchia, Mark 5 31/03/2011 10 57.21 7,550 -700




Options Employee Stock Options

Fracchia, Mark 5 31/03/2011 51 5.55 176,730 -7,100


Common Shares Hoffman, C. Steven 4 16/02/2011 37 6,600 4,400



Hoffman, C. Steven 4 10/02/2011 56 185.02 3,496 2



Hoffman, C. Steven 4 16/02/2011 37 10,489 6,993



Hoffman, C. Steven 4 31/03/2011 56 58.93 11,189 700


Common Shares Howe, Dallas J. 4 16/02/2011 37 255,645 170,430


Common Shares Howe, Dallas J. 4 16/02/2011 37 18,000 12,000


Options Director Stock Options

Howe, Dallas J. 4 16/02/2011 37 54,000 36,000



Howe, Dallas J. 4 10/02/2011 56 184.71 36,872 20



Howe, Dallas J. 4 16/02/2011 37 110,617 73,745


Common Shares Laberge, Alice D. 4 16/02/2011 37 18,000 12,000



Laberge, Alice D. 4 10/02/2011 56 184.71 17,111 9



Laberge, Alice D. 4 16/02/2011 37 51,336 34,225



Laberge, Alice D. 4 31/03/2011 56 57.19 51,600 264


Common Shares Martell, Keith 4 31/03/2011 37 1,800 1,200



Martell, Keith 4 10/02/2011 56 184.71 4,787 3



Martell, Keith 4 16/02/2011 37 14,361 9,574



Martell, Keith 4 31/03/2011 56 57.19 15,095 734


Common Shares McCaig, Jeffrey James 4 16/02/2011 37 18,000 12,000



Insider Reporting

April 15, 2011 (2011) 34 OSCB 4502


T/O Unit Price


Acquired/ Disposed




Options Director Stock Options

McCaig, Jeffrey James 4 16/02/2011 37 54,000 36,000



McCaig, Jeffrey James 4 10/02/2011 56 184.71 28,689 16



McCaig, Jeffrey James 4 16/02/2011 37 86,068 57,379



McCaig, Jeffrey James 4 31/03/2011 56 57.19 86,802 734


Common Shares Schoenhals, Paul J. 4 16/02/2011 37 14,055 9,370



Schoenhals, Paul J. 4 10/02/2011 56 184.71 18,708 10



Schoenhals, Paul J. 4 16/02/2011 37 56,125 37,417


Common Shares Viyella de Paliza, Elena 4 16/02/2011 37 33,000 22,000


Common Shares Viyella de Paliza, Elena 4 16/02/2011 37 24,000 16,000



Viyella de Paliza, Elena 4 10/02/2011 56 185.02 14,875 8



Viyella de Paliza, Elena 4 16/02/2011 37 44,627 29,752

Precious Metals Bullion Trust

Units Precious Metals Bullion Trust

1 03/03/2011 38 17.5 3,000 3,000



1 03/03/2011 38 17.5 0 -3,000



1 03/03/2011 38 17.45 1,000 1,000



1 03/03/2011 38 17.45 0 -1,000



1 09/03/2011 38 17.7 3,000 3,000



1 09/03/2011 38 17.7 0 -3,000



1 10/03/2011 38 17.7 1,100 1,100



1 10/03/2011 38 17.7 0 -1,100



1 15/03/2011 38 17.4 3,000 3,000



1 15/03/2011 38 17.4 0 -3,000



1 31/03/2011 38 17.95 500 500



1 31/03/2011 38 17.95 0 -500

Preo Software Inc. Convertible Debentures Foundation Equity II Limited Partnership

4 23/07/2010 00

Preo Software Inc. Convertible Debentures Foundation Equity II Limited Partnership

4 25/03/2011 11 0.4 $250,000 $250,000

Pretium Resources Inc. Common Shares Quartermain, Robert Allan 4, 5 31/03/2011 10 9.92 2,750,353 100 Pretium Resources Inc. Common Shares Quartermain, Robert Allan 4, 5 31/03/2011 10 9.921 2,755,253 4,900 Primero Mining Corp. (formerly Mala Noche Resources Corp.)

Common Shares Blaiklock, David 5 31/03/2011 10 3.7 7,000 5,000

ProMetic Life Sciences Inc. Common Shares Ménard, Louise 4 08/04/2011 10 0.22 94,000 19,000

ProMetic Life Sciences Inc. Common Shares Ménard, Louise 4 08/04/2011 10 0.225 100,000 6,000

Prophecy Resource Corp. Common Shares without par value

Lee, John 4, 5 08/04/2011 10 0.95 7,993,970 20,000

Prophecy Resource Corp. Common Shares without par value

Lee, John 4, 5 08/04/2011 10 0.95 1,487,000 25,000

Prosperity Goldfields Corp. Common Shares Duncan, Robert Bruce 4, 5 07/04/2011 10 0.52 514,500 5,000




Insider Reporting

April 15, 2011 (2011) 34 OSCB 4503


T/O Unit Price


Acquired/ Disposed

Pulse Seismic Inc. Common Shares Coleman, Neal James 5 31/03/2011 57 118,360 18,361 Pulse Seismic Inc. Rights LTIP Coleman, Neal James 5 31/03/2011 56 18,361 18,361 Pulse Seismic Inc. Rights LTIP Coleman, Neal James 5 31/03/2011 57 0 -18,361 Pulse Seismic Inc. Common Shares Corbett, Daphne Elizabeth 4 31/03/2011 57 39,704 2,169 Pulse Seismic Inc. Rights LTIP Corbett, Daphne Elizabeth 4 31/03/2011 57 0 -3,323 Pulse Seismic Inc. Common Shares Cutts, Douglas Allan 4, 5 31/03/2011 57 202,366 36,637 Pulse Seismic Inc. Rights LTIP Cutts, Douglas Allan 4, 5 31/03/2011 56 36,637 36,637 Pulse Seismic Inc. Rights LTIP Cutts, Douglas Allan 4, 5 31/03/2011 57 0 -36,637 Pulse Seismic Inc. Common Shares Dumont, Arthur Edgar 4 31/03/2011 57 60,493 2,169 Pulse Seismic Inc. Rights LTIP Dumont, Arthur Edgar 4 31/03/2011 57 0 -3,323 Pulse Seismic Inc. Common Shares GALE, Brent Donald 5 31/03/2011 57 330,569 15,031 Pulse Seismic Inc. Rights LTIP GALE, Brent Donald 5 31/03/2011 56 15,031 15,031 Pulse Seismic Inc. Rights LTIP GALE, Brent Donald 5 31/03/2011 57 0 -15,031 Pulse Seismic Inc. Common Shares Pulse Seismic Inc. 1 18/03/2011 38 2.2 4,700 4,700 Pulse Seismic Inc. Common Shares Pulse Seismic Inc. 1 22/03/2011 38 2.24 14,700 10,000 Pulse Seismic Inc. Common Shares Pulse Seismic Inc. 1 23/03/2011 38 2.24 19,700 5,000 Pulse Seismic Inc. Common Shares Pulse Seismic Inc. 1 24/03/2011 38 2.21 22,700 3,000 Pulse Seismic Inc. Common Shares Pulse Seismic Inc. 1 24/03/2011 38 2.23 31,600 8,900 Pulse Seismic Inc. Common Shares Pulse Seismic Inc. 1 25/03/2011 38 2.36 41,600 10,000 Pulse Seismic Inc. Common Shares Pulse Seismic Inc. 1 28/03/2011 38 2.35 46,600 5,000 Pulse Seismic Inc. Common Shares Pulse Seismic Inc. 1 30/03/2011 38 2.37 51,600 5,000 Pulse Seismic Inc. Common Shares Pulse Seismic Inc. 1 31/03/2011 38 2.33 61,600 10,000 Pulse Seismic Inc. Common Shares Pulse Seismic Inc. 1 31/03/2011 38 0 -61,600 Pulse Seismic Inc. Common Shares Robotti, Robert Edward 4 31/03/2011 57 9,204 2,169 Pulse Seismic Inc. Rights LTIP Robotti, Robert Edward 4 31/03/2011 57 0 -3,323 Pulse Seismic Inc. Common Shares Weir, J. Graham 4 01/04/2011 57 319,128 2,169 Pulse Seismic Inc. Rights LTIP Weir, J. Graham 4 01/04/2011 57 0 -3,323 Pulse Seismic Inc. Common Shares West, Donald 4 31/03/2011 57 17,204 2,169 Pulse Seismic Inc. Rights LTIP West, Donald 4 31/03/2011 57 0 -3,323 Pulse Seismic Inc. Common Shares Wicks, Pamela Darlene

Elizabeth 5 31/03/2011 57 75,380 16,979

Pulse Seismic Inc. Rights LTIP Wicks, Pamela Darlene Elizabeth

5 31/03/2011 56 16,979 16,979

Pulse Seismic Inc. Rights LTIP Wicks, Pamela Darlene Elizabeth

5 31/03/2011 57 0 -16,979

Pulse Seismic Inc. Common Shares Zentner, Clark 4 31/03/2011 57 106,904 2,169 Pulse Seismic Inc. Rights LTIP Zentner, Clark 4 31/03/2011 57 0 -3,323 Puma Exploration Inc. Common Shares Robillard, Marcel 5 07/04/2011 10 0.258 479,500 5,000 Puma Exploration Inc. Common Shares Robillard, Marcel 5 08/04/2011 10 0.235 486,500 7,000 Pure Energy Services Ltd. Common Shares Allsopp, Harold 4 01/04/2011 51 1.77 399,733 3,333 Pure Energy Services Ltd. Common Shares Allsopp, Harold 4 04/04/2011 10 7.16 396,400 -3,333 Pure Energy Services Ltd. Options Allsopp, Harold 4 01/04/2011 51 16,667 -3,333 Pure Energy Services Ltd. Options Allsopp, Harold 4 01/04/2011 50 23,334 6,667 Pure Energy Services Ltd. Common Shares Buchanan, Ian Hamilton 7, 5 01/04/2011 51 1.77 74,343 18,333 Pure Energy Services Ltd. Common Shares Buchanan, Ian Hamilton 7, 5 04/04/2011 10 7.16 56,010 -18,333 Pure Energy Services Ltd. Options Buchanan, Ian Hamilton 7, 5 01/04/2011 51 61,667 -18,333 Pure Energy Services Ltd. Options Buchanan, Ian Hamilton 7, 5 01/04/2011 50 88,334 26,667 Pure Energy Services Ltd. Common Shares Delaney, James Kevin 4, 7, 5 01/04/2011 51 1.77 1,345,633 23,333 Pure Energy Services Ltd. Common Shares Delaney, James Kevin 4, 7, 5 04/04/2011 10 7.16 1,322,300 -23,333 Pure Energy Services Ltd. Options Delaney, James Kevin 4, 7, 5 01/04/2011 51 76,667 -23,333 Pure Energy Services Ltd. Options Delaney, James Kevin 4, 7, 5 01/04/2011 50 110,000 33,333 Pure Energy Services Ltd. Common Shares Gabel, Bradley Warren 4, 5 01/04/2011 51 1.77 762,027 23,333 Pure Energy Services Ltd. Common Shares Gabel, Bradley Warren 4, 5 04/04/2011 10 7.16 738,694 -23,333 Pure Energy Services Ltd. Options Gabel, Bradley Warren 4, 5 01/04/2011 51 76,667 -23,333 Pure Energy Services Ltd. Options Gabel, Bradley Warren 4, 5 01/04/2011 50 110,000 33,333 Pure Energy Services Ltd. Common Shares Knutson, Harry Louis 4 01/04/2011 51 1.77 34,889 3,333 Pure Energy Services Ltd. Common Shares Knutson, Harry Louis 4 04/04/2011 10 7.16 31,556 -3,333 Pure Energy Services Ltd. Options Knutson, Harry Louis 4 01/04/2011 50 7.12 26,667 6,667 Pure Energy Services Ltd. Options Knutson, Harry Louis 4 01/04/2011 51 1.77 23,334 -3,333 Pure Energy Services Ltd. Options Lich, Miles 4 01/04/2011 50 26,667 6,667 Pure Energy Services Ltd. Options Lich, Miles 4 01/04/2011 51 23,334 -3,333 Pure Energy Services Ltd. Options Lich, Miles 4 04/04/2011 10 20,001 -3,333 Pure Energy Services Ltd. Common Shares Martin, Christopher Neill 5 01/04/2011 51 1.86 23,333 23,333 Pure Energy Services Ltd. Common Shares Martin, Christopher Neill 5 04/04/2011 10 7.16 0 -23,333 Pure Energy Services Ltd. Options Martin, Christopher Neill 5 01/04/2011 51 76,667 -23,333 Pure Energy Services Ltd. Options Martin, Christopher Neill 5 01/04/2011 50 110,000 33,333 Pure Energy Services Ltd. Common Shares Niers, Rutger Carel

Lodewijk 5 01/04/2011 51 1.77 68,895 23,333

Pure Energy Services Ltd. Common Shares Niers, Rutger Carel Lodewijk

5 04/04/2011 10 7.16 45,562 -23,333

Pure Energy Services Ltd. Options Niers, Rutger Carel Lodewijk

5 01/04/2011 51 91,667 -23,333

Pure Energy Services Ltd. Options Niers, Rutger Carel Lodewijk

5 01/04/2011 50 125,000 33,333

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4504


T/O Unit Price


Acquired/ Disposed

Pure Energy Services Ltd. Common Shares Pusch, Shari J. 7, 5 01/04/2011 51 1.77 3,975 2,000 Pure Energy Services Ltd. Common Shares Pusch, Shari J. 7, 5 04/04/2011 10 7.16 1,975 -2,000 Pure Energy Services Ltd. Options Pusch, Shari J. 7, 5 01/04/2011 51 8,000 -2,000 Pure Energy Services Ltd. Options Pusch, Shari J. 7, 5 01/04/2011 50 11,333 3,333 Pure Energy Services Ltd. Common Shares Smith, James Cameron 4 01/04/2011 51 1.77 83,333 3,333 Pure Energy Services Ltd. Common Shares Smith, James Cameron 4 04/04/2011 10 7.16 80,000 -3,333 Pure Energy Services Ltd. Options Smith, James Cameron 4 01/04/2011 50 7.12 26,667 6,667 Pure Energy Services Ltd. Options Smith, James Cameron 4 01/04/2011 51 1.77 3,333 Pure Energy Services Ltd. Options Smith, James Cameron 4 01/04/2011 51 1.77 23,334 -3,333 Pure Energy Services Ltd. Common Shares WILKINSON, ROBERT 4 01/04/2011 51 1.77 33,333 3,333 Pure Energy Services Ltd. Common Shares WILKINSON, ROBERT 4 04/04/2011 10 7.16 30,000 -3,333 Pure Energy Services Ltd. Options WILKINSON, ROBERT 4 01/04/2011 51 16,667 -3,333 Pure Energy Services Ltd. Options WILKINSON, ROBERT 4 01/04/2011 50 23,334 6,667 QLT Inc. Common Shares Axial Capital Management,

LLC3 29/01/2010 00 5,476,229

QLT Inc. Common Shares Axial Capital Management, LLC

3 04/06/2010 10 6.24 5,576,229 100,000


3 07/06/2010 10 6.27 5,676,229 100,000


3 08/06/2010 10 6.1 5,776,229 100,000


3 30/06/2010 10 5.74 5,915,429 139,200


3 01/07/2010 10 5.75 5,995,429 80,000


3 02/07/2010 10 5.73 6,195,429 200,000


3 06/07/2010 10 5.79 6,304,586 109,157


3 30/07/2010 10 5.72 6,341,812 37,226


3 11/08/2010 10 5.7 6,441,812 100,000


3 26/08/2010 10 5.67 6,491,812 50,000


3 27/08/2010 10 5.78 6,541,812 50,000


3 30/08/2010 10 5.7 6,549,212 7,400


3 31/08/2010 10 5.75 6,609,718 60,506


3 01/09/2010 10 5.75 6,615,036 5,318


3 29/10/2010 10 5.62 6,680,036 65,000


3 01/11/2010 10 5.7 6,745,036 65,000


3 02/11/2010 10 5.78 6,786,036 41,000


3 03/11/2010 10 5.6 6,788,636 2,600


3 08/11/2010 10 5.6 6,792,936 4,300


3 11/11/2010 10 5.7 6,850,136 57,200


3 11/11/2010 10 5.67 6,865,036 14,900

QLT Inc. Options Butchofsky, Robert 5 12/03/2011 52 1,150,000 -250,000 QLT Inc. Options Janes, Lana Elizabeth 5 04/04/2011 00 161,472 QLT Inc. Options Lupini, Linda 5 12/03/2011 52 8.41 405,000 -80,000 QLT Inc. Options Nelson, Cameron 5 12/03/2011 52 8.41 420,000 -135,000 QLT Inc. Common Shares QLT Inc. 1 02/03/2011 10 6.7917 34,400 34,400 QLT Inc. Common Shares QLT Inc. 1 02/03/2011 38 0 -34,400 QLT Inc. Common Shares QLT Inc. 1 04/03/2011 10 6.9957 54,100 54,100 QLT Inc. Common Shares QLT Inc. 1 04/03/2011 38 0 -54,100 QLT Inc. Common Shares QLT Inc. 1 09/03/2011 10 7.038 36,200 36,200 QLT Inc. Common Shares QLT Inc. 1 09/03/2011 38 0 -36,200 QLT Inc. Common Shares QLT Inc. 1 10/03/2011 10 6.9928 58,600 58,600 QLT Inc. Common Shares QLT Inc. 1 10/03/2011 38 0 -58,600 QLT Inc. Common Shares QLT Inc. 1 11/03/2011 10 6.877 40,100 40,100 QLT Inc. Common Shares QLT Inc. 1 11/03/2011 38 0 -40,100 QLT Inc. Common Shares QLT Inc. 1 14/03/2011 10 6.8357 47,800 47,800 QLT Inc. Common Shares QLT Inc. 1 14/03/2011 38 0 -47,800 QLT Inc. Common Shares QLT Inc. 1 15/03/2011 10 6.6282 47,800 47,800

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4505


T/O Unit Price


Acquired/ Disposed

QLT Inc. Common Shares QLT Inc. 1 15/03/2011 38 0 -47,800 QLT Inc. Common Shares QLT Inc. 1 16/03/2011 10 6.6459 47,800 47,800 QLT Inc. Common Shares QLT Inc. 1 16/03/2011 38 0 -47,800 QLT Inc. Common Shares QLT Inc. 1 17/03/2011 10 6.7335 46,700 46,700 QLT Inc. Common Shares QLT Inc. 1 17/03/2011 38 0 -46,700 QLT Inc. Common Shares QLT Inc. 1 18/03/2011 10 6.8365 47,800 47,800 QLT Inc. Common Shares QLT Inc. 1 18/03/2011 38 0 -47,800 QLT Inc. Common Shares QLT Inc. 1 21/03/2011 10 6.8512 36,100 36,100 QLT Inc. Common Shares QLT Inc. 1 21/03/2011 38 0 -36,100 QLT Inc. Common Shares QLT Inc. 1 23/03/2011 10 6.8583 36,100 36,100 QLT Inc. Common Shares QLT Inc. 1 23/03/2011 38 0 -36,100 Quantitative Alpha Trading Inc. (formerly RTN Stealth Software Inc)

Common Shares Bogdan, Alex 4, 5 30/03/2011 00 8,927,520

Quantitative Alpha Trading Inc. (formerly RTN Stealth Software Inc)

Options Bogdan, Alex 4, 5 30/03/2011 00


Options Bogdan, Alex 4, 5 30/03/2011 50 0.08 1,361,759 1,361,759


Common Shares Boulter, Michael L. 4, 5 17/05/2010 00 5,000,000


Options Boulter, Michael L. 4, 5 17/05/2010 00


Options Boulter, Michael L. 4, 5 30/03/2011 50 0.08 1,361,759 1,361,759


Common Shares Gibson, John Frederick 4 30/03/2011 00 476,190


Common Shares Gibson, John Frederick 4 31/03/2011 54 0.0525 2,380,950 1,904,760


Options Gibson, John Frederick 4 30/03/2011 00


Options Gibson, John Frederick 4 31/03/2011 50 0.08 2,723,518 2,723,518


Warrants Gibson, John Frederick 4 30/03/2011 00 1,904,760


Warrants Gibson, John Frederick 4 31/03/2011 54 0 -1,904,760


Common Shares McGovern, James Lawrence

4, 5 30/03/2011 00 1,904,762



4, 5 31/03/2011 16 0.0525 7,619,047 5,714,285



4, 5 31/03/2011 54 0.0525 15,238,095 7,619,048


Options McGovern, James Lawrence

4, 5 30/03/2011 00


Options McGovern, James Lawrence

4, 5 30/03/2011 50 0.08 5,447,037 5,447,037


Warrants McGovern, James Lawrence

4, 5 30/03/2011 00 7,619,048


Warrants McGovern, James Lawrence

4, 5 31/03/2011 54 0 -7,619,048


Options Milstein, Edward L. 4 30/03/2011 00


Options Milstein, Edward L. 4 30/03/2011 50 0.08 2,723,518 2,723,518

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4506


T/O Unit Price


Acquired/ Disposed


Common Shares Perrault, Nikolas 4 01/04/2011 10 0.25 246,500 -60,000














Common Shares Perrault, Nikolas 4 31/03/2011 10 0.24 2,411,450 -120,000


Common Shares Perrault, Nikolas 4 01/04/2011 10 0.285 2,392,450 -19,000


Options Perrault, Nikolas 4 17/02/2010 00






Options Perrault, Nikolas 4 30/03/2011 50 221,907 221,907






Options Petruzella, Michael 4 30/03/2011 00


Options Petruzella, Michael 4 04/04/2011 50 0.08 680,880 680,880


Common Shares Posen, Simon Mark 4 30/03/2011 00 2,095,038


Common Shares Posen, Simon Mark 4 31/03/2011 54 0.0525 10,475,990 8,380,952


Options Posen, Simon Mark 4 30/03/2011 00


Options Posen, Simon Mark 4 30/03/2011 50 0.08 2,723,518 2,723,518


Warrants Posen, Simon Mark 4 30/03/2011 00 8,380,952


Warrants Posen, Simon Mark 4 31/03/2011 54 0 -8,380,952


Options Ralph, Alan William 4 30/03/2011 00

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4507


T/O Unit Price


Acquired/ Disposed


Options Ralph, Alan William 4 30/03/2011 50 0.08 680,880 680,880


Common Shares Schaeffer, Richard Michael 4 30/03/2011 00 1,904,762


Common Shares Schaeffer, Richard Michael 4 31/03/2011 54 0.0525 9,523,810 7,619,048


Options Schaeffer, Richard Michael 4 30/03/2011 00


Options Schaeffer, Richard Michael 4 30/03/2011 50 0.08 2,723,518 2,723,518


Warrants Schaeffer, Richard Michael 4 30/03/2011 00 7,619,048


Warrants Schaeffer, Richard Michael 4 31/03/2011 54 0 -7,619,048


Common Shares Welter, Charles Wayne 4 30/03/2011 00 50,000


Common Shares Welter, Charles Wayne 4 30/03/2011 00 208,208


Common Shares Welter, Charles Wayne 4 31/03/2011 16 0.0525 1,160,589 952,381


Options Welter, Charles Wayne 4 30/03/2011 00


Options Welter, Charles Wayne 4 30/03/2011 50 0.08 680,680 680,680


Warrants Welter, Charles Wayne 4 30/03/2011 00 9,324


Options Ziraldo, Donald 7 30/03/2011 52 0 -300,000


Options Ziraldo, Donald 7 30/03/2011 50 221,907 221,907





Queensland Minerals Ltd. Common Shares Libra Advisors, LLC 3 31/03/2011 10 0.9 4,996,000 -4,000 Range Energy Resources Inc.

Common Shares Edgar, Garth William 4, 5 18/03/2011 10 10 70,000 5,000

Ravensource Fund (formerly The First Asia Income Fund)

Trust Units Reid, Scott 7 01/04/2011 10 10.75 2,500


Trust Units Reid, Scott 7 01/04/2011 10 10.75 160,228 2,500






Trust Units Reid, Scott 7 07/04/2011 10 10.75 160,628 400

Razore Rock Resources Inc. Common Shares Arctic Gold & Platinum Inc. 2 04/04/2011 10 0.07 26,833 -20,000

REBgold Corporation Options Guo, Junxiang 8 08/04/2011 50 0.12 350,000 150,000 REBgold Corporation Options Miller, Paul Charles 5 08/04/2011 50 0.12 2,450,000 500,000

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4508


T/O Unit Price


Acquired/ Disposed

Reitmans (Canada) Limited Non-Voting Shares Plens, Jonathan 5 05/04/2011 51 12.225 40,000 40,000

Reitmans (Canada) Limited Options Class A non-voting

Plens, Jonathan 5 05/04/2011 51 12.225 50,000 -40,000

Reitmans (Canada) Limited Non-Voting Shares Taschereau, Isabelle 5 05/04/2011 51 12.225 35,500 10,000

Reitmans (Canada) Limited Non-Voting Shares Taschereau, Isabelle 5 05/04/2011 10 17.646 28,500 -7,000

Reitmans (Canada) Limited Non-Voting Shares Taschereau, Isabelle 5 06/04/2011 10 17.65 25,500 -3,000


Taschereau, Isabelle 5 05/04/2011 51 12.225 120,000 -10,000

Reitmans (Canada) Limited Non-Voting Shares Vovko, Suzana 5 05/04/2011 51 12.225 24,000 24,000

Reitmans (Canada) Limited Non-Voting Shares Vovko, Suzana 5 06/04/2011 10 17.612 0 -24,000


Vovko, Suzana 5 05/04/2011 51 12.225 75,000 -24,000

Relentless Resources Ltd. Common Shares Robinson, Tom 4 11/08/2004 00 212,800 Relentless Resources Ltd. Options Robinson, Tom 4 06/10/2009 52 0.1 100,000 -130,000 Relentless Resources Ltd. Options Robinson, Tom 4 09/06/2010 37 -115,000 Relentless Resources Ltd. Options Robinson, Tom 4 09/06/2010 37 0.25 75,000 -25,000 Relentless Resources Ltd. Options Robinson, Tom 4 09/06/2010 37 0.3 50,000 -25,000 Renegade Petroleum Ltd. Common Shares Boykiw, Donald Michael 4 05/04/2011 10 4.2 67,571 -40,000 RESAAS Services Inc. Options Barrett, Adrian 3, 4 07/04/2011 10 1 56,000 -194,000 RESAAS Services Inc. Options Brandolini, Cory 3, 4, 5 07/04/2011 10 1 56,000 -194,000 RESAAS Services Inc. Options Shippit, Cameron 4, 5 07/04/2011 10 1 156,000 -94,000 Research In Motion Limited Common Shares Bidulka, Brian Joseph 5 05/04/2011 57 3,100 2,500

Research In Motion Limited Common Shares Bidulka, Brian Joseph 5 06/04/2011 10 53.4 1,948 -1,152

Research In Motion Limited Restricted Share Units Bidulka, Brian Joseph 5 05/04/2011 57 30,000 -2,500

Research In Motion Limited Common Shares Rowan, Jim 5 06/04/2011 57 1,667 1,667

Research In Motion Limited Common Shares Rowan, Jim 5 07/04/2011 10 53.08 0 -1,667

Research In Motion Limited Restricted Share Units Rowan, Jim 5 06/04/2011 57 61,666 -1,667

Richmond Row Capital Corp. Common Shares McNaughton, Robb 4 31/12/2010 00 700,000

Richmond Row Capital Corp. Common Shares Spencer, Jon 4 31/12/2010 00 700,000

Richmond Row Capital Corp. Common Shares Thomson, Michael, Gary 4, 5 31/12/2010 00 700,000

Richmont Mines Inc. Common Shares Cauchon, Sandra 5 06/04/2011 51 1.8 3,000 3,000 Richmont Mines Inc. Options Cauchon, Sandra 5 06/04/2011 51 1.8 8,000 -3,000 Richmont Mines Inc. Common Shares Houle, Réjean 4 07/04/2011 51 2.74 52,500 12,500 Richmont Mines Inc. Options Houle, Réjean 4 07/04/2011 51 2.74 67,500 -12,500 Richmont Mines Inc. Common Shares Pichette, Christian 5 04/04/2011 10 6.5 48,300 -5,000 Richmont Mines Inc. Common Shares Pichette, Christian 5 04/04/2011 10 6.55 45,000 -3,300 Richmont Mines Inc. Common Shares Pichette, Christian 5 05/04/2011 10 6.55 38,500 -6,500 Richmont Mines Inc. Common Shares Pichette, Christian 5 05/04/2011 10 6.6 33,500 -5,000 Richmont Mines Inc. Common Shares Pichette, Christian 5 05/04/2011 10 6.65 28,500 -5,000 Richmont Mines Inc. Common Shares Pichette, Christian 5 06/04/2011 51 2.83 78,500 50,000 Richmont Mines Inc. Common Shares Pichette, Christian 5 06/04/2011 10 6.8 73,500 -5,000 Richmont Mines Inc. Common Shares Pichette, Christian 5 06/04/2011 10 6.9 68,500 -5,000 Richmont Mines Inc. Common Shares Pichette, Christian 5 06/04/2011 10 7 63,500 -5,000 Richmont Mines Inc. Common Shares Pichette, Christian 5 06/04/2011 10 7.25 58,500 -5,000 Richmont Mines Inc. Options Pichette, Christian 5 06/04/2011 51 2.83 158,000 -50,000 Rio Novo Gold Inc. Options Dorson, William Scot 4 23/03/2011 50 2 350,000 100,000 Rio Novo Gold Inc. Options Eduardo, de Toledo 4 11/11/2010 00 250,000 Rio Novo Gold Inc. Options Eduardo, de Toledo 4 23/03/2011 50 2 267,000 17,000 RIOCAN REAL ESTATE INVESTMENT TRUST

Trust Units Davloor, Raghunath 5 07/02/2011 30 22.49 12,644 64

RIOCAN REAL ESTATE INVESTMENT TRUST







Trust Units Waks, Frederic Allen 5 07/03/2011 30 23.19 202,621 48

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4509


T/O Unit Price


Acquired/ Disposed











Rock Energy Inc. Options Adams, Malcolm 4 05/04/2011 51 0.84 54,833 -11,667 Rock Energy Inc. Common Shares ARC Energy Fund 5 3 05/04/2011 51 0.84 4,514,877 7,354 Rock Energy Inc. Common Shares ARC Energy Venture Fund

33 05/04/2011 51 0.84 78,424 96

Rock Energy Inc. Common Shares ARC Energy Venture Fund 3

3 05/04/2011 51 0.84 78,456 32


3 08/04/2011 51 0.84 96


3 08/04/2011 51 0.84 32


3 05/04/2011 51 0.84 2,569,568 4,185

Rockcliff Resources Inc. Common Shares LAPIERRE, KENNETH J. 4, 5 08/04/2011 10 0.25 1,613,334 6,000 Rockgate Capital Corp. Common Shares Ford, Edward Douglas 4 13/12/2007 00 Rockgate Capital Corp. Common Shares Ford, Edward Douglas 4 01/04/2011 10 1.57 50,000 50,000 Rockland Minerals Corp. Common Shares Mlait, Ravinder 4, 5 05/04/2011 10 0.16 1,085,000 1,000 Rodinia Oil Corp. Common Shares Iverach, Q.C., Robert John 4 07/04/2011 90 2.15 937,883 -39,900

Rodinia Oil Corp. Common Shares Iverach, Q.C., Robert John 4 20/05/2010 00

Rodinia Oil Corp. Common Shares Iverach, Q.C., Robert John 4 07/04/2011 90 2.15 39,900 39,900

Rogers Communications Inc. Non-Voting Shares Class B

Pelley, Keith 7 13/09/2010 00


Pelley, Keith 7 28/02/2011 30 34.326 91 91


Pelley, Keith 7 24/03/2011 10 34.71 20 -71


Pelley, Keith 7 28/03/2011 30 35.115 198 178

Rogers Sugar Inc. Common Shares Belkin, Alton Stuart 3, 4 01/04/2011 10 5.37 136,297 574 Rogers Sugar Inc. Common Shares Belkin, Alton Stuart 3, 4 01/04/2011 10 5.36 136,597 300 Romarco Minerals Inc Common Shares van Doorn, Robert 4 05/04/2011 10 780,000 19,000 Royal Host Inc. Common Shares Royal Host Inc. 1 02/03/2011 38 2.1 19,000 2,200 Royal Host Inc. Common Shares Royal Host Inc. 1 02/03/2011 38 18,500 -500 Royal Host Inc. Common Shares Royal Host Inc. 1 02/03/2011 38 18,400 -100 Royal Host Inc. Common Shares Royal Host Inc. 1 02/03/2011 38 14,800 -3,600 Royal Host Inc. Common Shares Royal Host Inc. 1 02/03/2011 38 10,600 -4,200 Royal Host Inc. Common Shares Royal Host Inc. 1 02/03/2011 38 6,400 -4,200 Royal Host Inc. Common Shares Royal Host Inc. 1 03/03/2011 38 2.13 9,800 3,400 Royal Host Inc. Common Shares Royal Host Inc. 1 04/03/2011 38 2.14 11,400 1,600 Royal Host Inc. Common Shares Royal Host Inc. 1 09/03/2011 38 7,200 -4,200 Royal Host Inc. Common Shares Royal Host Inc. 1 09/03/2011 38 5,000 -2,200 Royal Host Inc. Common Shares Royal Host Inc. 1 09/03/2011 38 1,600 -3,400 Royal Host Inc. Common Shares Royal Host Inc. 1 09/03/2011 38 0 -1,600 Royal Host Inc. Common Shares Royal Host Inc. 1 10/03/2011 38 2.12 2,800 2,800 Royal Host Inc. Common Shares Royal Host Inc. 1 11/03/2011 38 2.13 3,800 1,000 Royal Host Inc. Common Shares Royal Host Inc. 1 14/03/2011 38 2.11 8,000 4,200 Royal Host Inc. Common Shares Royal Host Inc. 1 16/03/2011 38 2.05 12,100 4,100 Royal Host Inc. Common Shares Royal Host Inc. 1 17/03/2011 38 2.14 16,300 4,200 Royal Host Inc. Common Shares Royal Host Inc. 1 18/03/2011 38 2.09 20,500 4,200 Royal Host Inc. Common Shares Royal Host Inc. 1 21/03/2011 38 2.07 22,400 1,900 Royal Host Inc. Common Shares Royal Host Inc. 1 21/03/2011 38 2.09 24,700 2,300 Royal Host Inc. Common Shares Royal Host Inc. 1 22/03/2011 38 2.09 28,900 4,200 Royal Host Inc. Common Shares Royal Host Inc. 1 23/03/2011 38 2.05 33,100 4,200 Royal Host Inc. Common Shares Royal Host Inc. 1 23/03/2011 38 30,300 -2,800 Royal Host Inc. Common Shares Royal Host Inc. 1 23/03/2011 38 29,300 -1,000 Royal Host Inc. Common Shares Royal Host Inc. 1 23/03/2011 38 25,100 -4,200 Royal Host Inc. Common Shares Royal Host Inc. 1 23/03/2011 38 21,000 -4,100 Royal Host Inc. Common Shares Royal Host Inc. 1 23/03/2011 38 16,800 -4,200 Royal Host Inc. Common Shares Royal Host Inc. 1 23/03/2011 38 12,600 -4,200 Royal Host Inc. Common Shares Royal Host Inc. 1 24/03/2011 38 2.07 16,800 4,200 Royal Host Inc. Common Shares Royal Host Inc. 1 25/03/2011 38 1.95 21,000 4,200 Royal Host Inc. Common Shares Royal Host Inc. 1 28/03/2011 38 1.89 25,200 4,200

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4510


T/O Unit Price


Acquired/ Disposed

Royal Host Inc. Common Shares Royal Host Inc. 1 29/03/2011 38 1.68 25,300 100 Royal Host Inc. Common Shares Royal Host Inc. 1 29/03/2011 38 1.69 29,400 4,100 Royal Host Inc. Common Shares Royal Host Inc. 1 30/03/2011 38 1.6 33,600 4,200 Royal Host Inc. Common Shares Royal Host Inc. 1 30/03/2011 38 31,700 -1,900 Royal Host Inc. Common Shares Royal Host Inc. 1 30/03/2011 38 29,400 -2,300 Royal Host Inc. Common Shares Royal Host Inc. 1 30/03/2011 38 25,200 -4,200 Royal Host Inc. Common Shares Royal Host Inc. 1 30/03/2011 38 21,000 -4,200 Royal Host Inc. Common Shares Royal Host Inc. 1 30/03/2011 38 16,800 -4,200 Royal Host Inc. Common Shares Royal Host Inc. 1 30/03/2011 38 12,600 -4,200 Royal Host Inc. Common Shares Royal Host Inc. 1 31/03/2011 38 1.59 14,500 1,900 Royce Resources Corp. Common Shares Keep, Gordon 5 04/04/2011 10 0.21 5,846,456 100,000 Russel Metals Inc. Common Shares Willis, Allan Stephen 5 21/03/2011 10 9.15 26,449 1,500 Russel Metals Inc. Common Shares Willis, Allan Stephen 5 21/03/2011 10 15.85 28,449 2,000 Russel Metals Inc. Options Willis, Allan Stephen 5 21/03/2011 51 9.15 37,000 -1,500 Russel Metals Inc. Options Willis, Allan Stephen 5 21/03/2011 51 15.85 35,000 -2,000 Sacre-Coeur Minerals, Ltd. Common Shares Olian, Irwin Alois 4, 5 30/03/2011 10 0.465 2,756,500 53,000 Sacre-Coeur Minerals, Ltd. Common Shares Olian, Irwin Alois 4, 5 31/03/2011 10 0.465 2,766,500 10,000 Sacre-Coeur Minerals, Ltd. Common Shares Olian, Irwin Alois 4, 5 01/04/2011 10 0.465 2,778,500 12,000 SAGE GOLD INC. Common Shares Consolidated International

Investment Holdings Inc. 3 04/04/2011 00 1,304,681

SAGE GOLD INC. Common Shares Consolidated International Investment Holdings Inc.

3 04/04/2011 00


3 04/04/2011 11 0.22 1,704,545 1,704,545


3 04/04/2011 00


3 04/04/2011 11 0.22 113,636 113,636


3 04/04/2011 00


3 04/04/2011 11 0.22 454,545 454,545


3 04/04/2011 00


3 04/04/2011 11 0.22 2,272,728 2,272,728

SAGE GOLD INC. Options Consolidated International Investment Holdings Inc.

3 04/04/2011 00 225,454

SAGE GOLD INC. Options Consolidated International Investment Holdings Inc.

3 04/04/2011 11 0.22 589,090 363,636

SAGE GOLD INC. Warrants Common Share Purchase Warrants

Consolidated International Investment Holdings Inc.

3 04/04/2011 00 909,090



3 04/04/2011 00



3 04/04/2011 11 0.32 852,272 852,272



3 04/04/2011 00



3 04/04/2011 11 0.32 56,818 56,818



3 04/04/2011 00



3 04/04/2011 11 0.32 227,272 227,272

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4511


T/O Unit Price


Acquired/ Disposed



3 04/04/2011 00



3 04/04/2011 11 0.32 1,136,365 1,136,365



3 04/04/2011 00 1,000,000

Sandvine Corporation Common Shares Bowman, Don 5 01/04/2011 10 2.43 3,321,900 -2,200 Sandvine Corporation Common Shares Bowman, Don 5 04/04/2011 10 2.32 3,319,400 -2,500 Sandvine Corporation Common Shares Bowman, Don 5 05/04/2011 10 2.28 3,319,100 -300 Sandvine Corporation Common Shares Caputo, David 4 06/04/2011 30 2.37 25,073 631 Sandvine Corporation Common Shares Caputo, David 4 01/04/2011 10 2.43 3,296,900 -2,200 Sandvine Corporation Common Shares Caputo, David 4 04/04/2011 10 2.32 3,294,400 -2,500 Sandvine Corporation Common Shares Caputo, David 4 05/04/2011 10 2.28 3,291,700 -2,700 Sandvine Corporation Common Shares Caputo, David 4 06/04/2011 10 2.36 3,289,700 -2,000 Sandvine Corporation Common Shares Caputo, David 4 07/04/2011 10 2.26 3,287,000 -2,700 Sandvine Corporation Common Shares Caputo, David 4 08/04/2011 10 2.19 3,284,300 -2,700 Sandvine Corporation Common Shares Donnelly, Tom 5 01/04/2011 10 2.43 3,080,730 -2,200 Sandvine Corporation Common Shares Donnelly, Tom 5 04/04/2011 10 2.32 3,078,230 -2,500 Sandvine Corporation Common Shares Donnelly, Tom 5 05/04/2011 10 2.28 3,075,530 -2,700 Sandvine Corporation Common Shares Donnelly, Tom 5 06/04/2011 10 2.36 3,073,530 -2,000 Sandvine Corporation Common Shares Donnelly, Tom 5 07/04/2011 10 2.26 3,070,830 -2,700 Sandvine Corporation Common Shares Donnelly, Tom 5 08/04/2011 10 2.1963 3,068,130 -2,700 Sandvine Corporation Common Shares Hamilton, Scott 4 06/04/2011 30 2.37 9,654 222 Sandvine Corporation Common Shares Siim, Brad 5 01/04/2011 10 2.43 3,211,900 -2,200 Sandvine Corporation Common Shares Siim, Brad 5 04/04/2011 10 2.32 3,209,400 -2,500 Sandvine Corporation Common Shares Siim, Brad 5 05/04/2011 10 2.29 3,206,700 -2,700 Sandvine Corporation Common Shares Siim, Brad 5 06/04/2011 10 2.36 3,204,700 -2,000 Sandvine Corporation Common Shares Siim, Brad 5 07/04/2011 10 2.26 3,202,000 -2,700 Sandvine Corporation Common Shares Siim, Brad 5 08/04/2011 10 2.2 3,199,300 -2,700 Sandvine Corporation Common Shares Verhoeve, Michael 5 06/04/2011 30 2.37 6,829 155 Sangoma Technologies Corporation

Options Laliberte, Yves 4 31/03/2011 50 0.53 150,000 50,000

Sangoma Technologies Corporation

Options Lefton, Jay A. 4, 5 31/03/2011 50 0.53 150,000 50,000

Sangoma Technologies Corporation

Options Mandelstam, David 4, 5 31/03/2011 50 0.53 225,000 50,000

Saputo Inc. Options Brockman, Terry 5 01/04/2011 50 43.22 284,265 32,971 Saputo Inc. Options Canuto, Gianfranco 5 01/04/2011 50 43.22 32,735 6,317 Saputo Inc. Options Carrière, Louis-Philippe 5 01/04/2011 50 43.22 256,700 36,152 Saputo Inc. Options Dello Sbarba, Dino 5 01/04/2011 50 43.22 455,021 39,044 Saputo Inc. Options Lamarre, Michel 5 01/04/2011 50 43.22 66,661 6,941 Saputo Inc. Options Palombaro, Gabriel 5 01/04/2011 50 43.22 49,791 7,288 Saputo Inc. Common Shares Saputo inc. 1 01/03/2011 38 40.788 119,900 23,400 Saputo Inc. Common Shares Saputo inc. 1 01/03/2011 38 95,100 -24,800 Saputo Inc. Common Shares Saputo inc. 1 02/03/2011 38 41.301 119,300 24,200 Saputo Inc. Common Shares Saputo inc. 1 02/03/2011 38 95,000 -24,300 Saputo Inc. Common Shares Saputo inc. 1 03/03/2011 38 41.591 119,000 24,000 Saputo Inc. Common Shares Saputo inc. 1 03/03/2011 38 94,700 -24,300 Saputo Inc. Common Shares Saputo inc. 1 04/03/2011 38 41.845 113,200 18,500 Saputo Inc. Common Shares Saputo inc. 1 04/03/2011 38 90,100 -23,100 Saputo Inc. Common Shares Saputo inc. 1 07/03/2011 38 41.693 112,600 22,500 Saputo Inc. Common Shares Saputo inc. 1 07/03/2011 38 89,200 -23,400 Saputo Inc. Common Shares Saputo inc. 1 08/03/2011 38 42.432 110,400 21,200 Saputo Inc. Common Shares Saputo inc. 1 08/03/2011 38 86,200 -24,200 Saputo Inc. Common Shares Saputo inc. 1 09/03/2011 38 42.515 104,200 18,000 Saputo Inc. Common Shares Saputo inc. 1 09/03/2011 38 80,200 -24,000 Saputo Inc. Common Shares Saputo inc. 1 10/03/2011 38 42.364 103,600 23,400 Saputo Inc. Common Shares Saputo inc. 1 10/03/2011 38 85,100 -18,500 Saputo Inc. Common Shares Saputo inc. 1 11/03/2011 38 42.566 108,500 23,400 Saputo Inc. Common Shares Saputo inc. 1 11/03/2011 38 86,000 -22,500 Saputo Inc. Common Shares Saputo inc. 1 14/03/2011 38 42.947 109,200 23,200 Saputo Inc. Common Shares Saputo inc. 1 14/03/2011 38 88,000 -21,200 Saputo Inc. Common Shares Saputo inc. 1 15/03/2011 38 42.12 108,600 20,600 Saputo Inc. Common Shares Saputo inc. 1 15/03/2011 38 90,600 -18,000 Saputo Inc. Common Shares Saputo inc. 1 16/03/2011 38 42.496 110,600 20,000 Saputo Inc. Common Shares Saputo inc. 1 16/03/2011 38 87,200 -23,400 Saputo Inc. Common Shares Saputo inc. 1 17/03/2011 38 42.54 105,100 17,900 Saputo Inc. Common Shares Saputo inc. 1 17/03/2011 38 81,700 -23,400 Saputo Inc. Common Shares Saputo inc. 1 18/03/2011 38 42.593 105,100 23,400 Saputo Inc. Common Shares Saputo inc. 1 18/03/2011 38 81,900 -23,200 Saputo Inc. Common Shares Saputo inc. 1 21/03/2011 38 42.704 105,300 23,400

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4512


T/O Unit Price


Acquired/ Disposed

Saputo Inc. Common Shares Saputo inc. 1 21/03/2011 38 84,700 -20,600 Saputo Inc. Common Shares Saputo inc. 1 22/03/2011 38 42.608 108,100 23,400 Saputo Inc. Common Shares Saputo inc. 1 22/03/2011 38 88,100 -20,000 Saputo Inc. Common Shares Saputo inc. 1 23/03/2011 38 42.832 103,700 15,600 Saputo Inc. Common Shares Saputo inc. 1 23/03/2011 38 85,800 -17,900 Saputo Inc. Common Shares Saputo inc. 1 24/03/2011 38 43.026 108,800 23,000 Saputo Inc. Common Shares Saputo inc. 1 24/03/2011 38 85,400 -23,400 Saputo Inc. Common Shares Saputo inc. 1 25/03/2011 38 42.925 108,600 23,200 Saputo Inc. Common Shares Saputo inc. 1 25/03/2011 38 85,200 -23,400 Saputo Inc. Common Shares Saputo inc. 1 28/03/2011 38 42.822 106,000 20,800 Saputo Inc. Common Shares Saputo inc. 1 28/03/2011 38 82,600 -23,400 Saputo Inc. Common Shares Saputo inc. 1 29/03/2011 38 43.27 105,700 23,100 Saputo Inc. Common Shares Saputo inc. 1 29/03/2011 38 90,100 -15,600 Saputo Inc. Common Shares Saputo inc. 1 30/03/2011 38 43.496 113,000 22,900 Saputo Inc. Common Shares Saputo inc. 1 30/03/2011 38 90,000 -23,000 Saputo Inc. Common Shares Saputo inc. 1 31/03/2011 38 43.495 112,900 22,900 Saputo Inc. Common Shares Saputo inc. 1 31/03/2011 38 89,700 -23,200 Saputo Inc. Options St-Jean, Louise 5 01/04/2011 50 43.22 35,727 7,462 Saputo Inc. Options Therrien, Maxime 5 01/04/2011 50 43.22 85,812 8,364 Saputo Inc. Options Viger, Isabelle 5 01/04/2011 50 43.22 62,553 9,197 Saputo Inc. Common Shares Wagner, Gaétane 5 01/04/2011 00 121 Saputo Inc. Options Wagner, Gaétane 5 01/04/2011 00 29,719 Saputo Inc. Options Wagner, Gaétane 5 01/04/2011 50 43.22 45,915 16,196 Savanna Energy Services Corp.

Deferred Share Units (Directors) (cash based only)

Hooks, John Michael 4 31/03/2011 56 9.1 70,196 1,868

Savanna Energy Services Corp.

Deferred Share Units (Directors) (cash based only)

SAUNDERS, JAMES MACLEO

4 31/03/2011 56 9.1 75,127 2,006

Savaria Corporation Common Shares Savaria Corporation 1 31/03/2011 38 1,000 -85,200 Savaria Corporation Common Shares Savaria Corporation 1 04/04/2011 38 1.75 1,900 900 Scorpio Mining Corporation Options Berg, Jonathan 4 10/01/2011 00

Scorpio Mining Corporation Options Berg, Jonathan 4 05/04/2011 50 250,000 250,000

Scorpio Mining Corporation Common Shares Farsangi, Parviz 4, 5 05/04/2011 10 1.39 110,300 37,800

Scorpio Mining Corporation Common Shares Farsangi, Parviz 4, 5 05/04/2011 10 1.4 210,100 99,800

Scorpio Mining Corporation Common Shares Sadek, John Sadek 5 06/04/2011 10 1.55 51,650 16,650

Scorpio Mining Corporation Common Shares Seldon, Neil 4 05/04/2011 10 1.4 10,000 10,000

Scorpio Mining Corporation Common Shares Seldon, Neil 4 28/01/2008 00

Scorpio Mining Corporation Common Shares Seldon, Neil 4 05/04/2011 10 1.4 5,000 5,000

Scotiabank Capital Trust Scotiabank Trust Securities (Scotia BaTS II) Series 2002-1

Kerr, John Custance 6 30/04/2002 00


Kerr, John Custance 6 18/10/2007 10 104.96 $4,000 $4,000


Kerr, John Custance 6 11/09/2008 10 104.2 $13,000 $9,000

Seabridge Gold Inc. Common Shares Anthony, James S. 4 05/04/2011 10 31.4 439,334 -2,000 Seabridge Gold Inc. Options Layman, Jay Scott 5 01/03/2011 00 200,000 Seabridge Gold Inc. Common Shares Threlkeld, William Earl II 5 06/04/2011 10 32.7 275,000 -15,000 SEAFIELD RESOURCES LTD.

Common Shares Irwin, Christopher 4 29/03/2011 51 0.3 35,000 30,000

SEAFIELD RESOURCES LTD.

Options Irwin, Christopher 4 29/03/2011 51 670,000 -30,000

Search Minerals Inc. Options Clucas, James David 4 31/03/2011 50 0.485 558,000 220,000 Search Minerals Inc. Options Dreisinger, David Bruce 4 08/04/2011 50 0.485 443,000 150,000 Search Minerals Inc. Options Patterson, James Matthew 4 31/03/2011 50 0.485 359,500 145,000

Search Minerals Inc. Options Saunders, Raymond James 4 31/03/2011 50 0.485 342,500 130,000

Sears Canada Inc. Common Shares Sears Canada Inc. 1 03/03/2011 38 19.35 6,700 6,700 Sears Canada Inc. Common Shares Sears Canada Inc. 1 03/03/2011 38 0 -6,700 Sears Canada Inc. Common Shares Sears Canada Inc. 1 04/03/2011 38 19.302 1,200 1,200 Sears Canada Inc. Common Shares Sears Canada Inc. 1 04/03/2011 38 0 -1,200 Sears Canada Inc. Common Shares Sears Canada Inc. 1 07/03/2011 38 19.497 5,000 5,000

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4513


T/O Unit Price


Acquired/ Disposed

Sears Canada Inc. Common Shares Sears Canada Inc. 1 07/03/2011 38 0 -5,000 Sears Canada Inc. Common Shares Sears Canada Inc. 1 08/03/2011 38 19.5 2,000 2,000 Sears Canada Inc. Common Shares Sears Canada Inc. 1 08/03/2011 38 0 -2,000 Sears Canada Inc. Common Shares Sears Canada Inc. 1 09/03/2011 38 19.35 6,700 6,700 Sears Canada Inc. Common Shares Sears Canada Inc. 1 09/03/2011 38 0 -6,700 Sears Canada Inc. Common Shares Sears Canada Inc. 1 10/03/2011 38 19.287 6,700 6,700 Sears Canada Inc. Common Shares Sears Canada Inc. 1 10/03/2011 38 0 -6,700 Sears Canada Inc. Common Shares Sears Canada Inc. 1 11/03/2011 38 19.286 6,700 6,700 Sears Canada Inc. Common Shares Sears Canada Inc. 1 11/03/2011 38 0 -6,700 Sears Canada Inc. Common Shares Sears Canada Inc. 1 15/03/2011 38 19.11 1,000 1,000 Sears Canada Inc. Common Shares Sears Canada Inc. 1 15/03/2011 38 0 -1,000 Sears Canada Inc. Common Shares Sears Canada Inc. 1 16/03/2011 38 19.12 600 600 Sears Canada Inc. Common Shares Sears Canada Inc. 1 16/03/2011 38 0 -600 Sears Canada Inc. Common Shares Sears Canada Inc. 1 18/03/2011 38 19.12 2,100 2,100 Sears Canada Inc. Common Shares Sears Canada Inc. 1 18/03/2011 38 0 -2,100 Sears Canada Inc. Common Shares Sears Canada Inc. 1 22/03/2011 38 19.42 2,400 2,400 Sears Canada Inc. Common Shares Sears Canada Inc. 1 22/03/2011 38 0 -2,400 Sears Canada Inc. Common Shares Sears Canada Inc. 1 23/03/2011 38 19.38 200 200 Sears Canada Inc. Common Shares Sears Canada Inc. 1 23/03/2011 38 0 -200 Sears Canada Inc. Common Shares Sears Canada Inc. 1 25/03/2011 38 19.5 900 900 Sears Canada Inc. Common Shares Sears Canada Inc. 1 25/03/2011 38 0 -900 Sears Canada Inc. Common Shares Sears Canada Inc. 1 28/03/2011 38 19.5 1,000 1,000 Sears Canada Inc. Common Shares Sears Canada Inc. 1 28/03/2011 38 0 -1,000 Seaview Energy Inc. Common Shares Class A

SharesMitchell, Bruce 3 08/04/2011 10 1.33 8,262,573 25,700

Senvest Capital Inc. Options Dunn, Donald 4 31/03/2011 38 16.35 6,000 -2,000 Serabi Mining plc Ordinary Shares Eldorado Gold Corporation 3 05/04/2011 00 16,840,000

Serabi Mining plc Warrants Eldorado Gold Corporation 3 05/04/2011 00

Serabi Mining plc Warrants Eldorado Gold Corporation 3 05/04/2011 00 2,420,000

Serabi Mining plc Ordinary Shares Hodgson, Michael Jonathan 4, 5 23/03/2011 00 441,320

Serabi Mining plc Ordinary Shares Jones, Douglas 4 30/03/2011 00 100,000 Serabi Mining plc Ordinary Shares Line, Clive Malcolm 4, 5 23/03/2011 00 466,653 Serabi Mining plc Ordinary Shares Roberts, Graham Stuart 4 23/03/2011 00 278,030 Serica Energy PLC Options Hearne, Christopher James 4, 5 05/04/2011 50 0.3137 2,035,000 200,000

SHAW COMMUNICATIONS INC.

Directors' Deferred Share Units (DDSU)

BURNS, ADRIAN 4 31/03/2011 30 20.5 25,433 95



Galbraith, George 4 31/03/2011 30 20.5 3,022 11



Green, Richard R. 4 31/03/2011 30 21.2 287



Green, Richard R. 4 31/03/2011 30 21.2 5,632 287



Haverstock, Lynda 4 31/03/2011 30 20.57 161



Haverstock, Lynda 4 31/03/2011 30 20.57 6,427 161



Keating, Gregory John 4 31/03/2011 30 20.57 335



Keating, Gregory John 4 31/03/2011 30 20.57 16,313 335



O'Brien, Michael Wilfrid 4 31/03/2011 30 20.5 28,977 108



Pew, Paul Kenneth 4 31/03/2011 30 20.57 494



Pew, Paul Kenneth 4 31/03/2011 30 20.57 19,035 494



Royer, Jeffrey 4 31/03/2011 30 20.57 379



Royer, Jeffrey 4 31/03/2011 30 20.57 28,075 379



Shaw, Bradley 4, 5 31/03/2011 30 20.5 5,436 20


Non-Voting Shares Class "B"

Shaw, Bradley 4, 5 30/03/2011 10 20.66 19



Shaw, Bradley 4, 5 30/03/2011 10 20.66 19



Shaw, Bradley 4, 5 30/03/2011 10 20.66 19

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4514


T/O Unit Price


Acquired/ Disposed



Shaw, Bradley 4, 5 30/03/2011 10 20.66 767 18



Shaw, Bradley 4, 5 30/03/2011 30 20.66 15,519



Shaw, Bradley 4, 5 30/03/2011 30 20.66 16,324



Shaw, Bradley 4, 5 30/03/2011 30 20.66 68,663 16,324



Shaw, Jim 4 30/03/2011 30 20.66 9,615 12



Shaw, Jim 4 05/04/2011 90 9,673 58



Shaw, Jim 4 05/04/2011 90 0 -58



Shaw, Jim 4 30/03/2011 30 20.66 107,488 16,600



Shaw, Jim 4 30/03/2011 30 20.66 4,414,921 16,323



Shaw, JR 3, 4, 5 30/03/2011 30 20.66 871,402 3,222



Shaw, JR 3, 4, 5 30/03/2011 30 20.66 3,073,607 11,364



Shaw, JR 3, 4, 5 30/03/2011 30 20.66 31,613 216



Shaw, JR 3, 4, 5 30/03/2011 30 20.66 137,271 47



Shaw, JR 3, 4, 5 30/03/2011 10 20.66 27,388 101



Shaw, JR 3, 4, 5 30/03/2011 30 20.66 889 40



Shaw, JR 3, 4, 5 30/03/2011 30 20.66 889 40



Shaw, JR 3, 4, 5 30/03/2011 30 20.66 408 20



Shaw, JR 3, 4, 5 30/03/2011 30 20.66 408 20



Shaw, JR 3, 4, 5 30/03/2011 30 20.66 889 40



Shaw, JR 3, 4, 5 30/03/2011 10 20.66 1,207 185



Shaw, JR 3, 4, 5 30/03/2011 30 20.66 12,094,470 44,715



Shaw, Julie 5 30/03/2011 30 20.66 866 12



Shaw, Julie 5 30/03/2011 30 20.66 60,700 8,218



Shaw, Julie 5 30/03/2011 10 20.66 8,595 31



Sparkman, JC 4 31/03/2011 30 21.1 84



Sparkman, JC 4 31/03/2011 30 21.1 22,438 84



Vogel, Carl E. 4 31/03/2011 30 21.1 11



Vogel, Carl E. 4 31/03/2011 30 21.1 3,022 11



Weatherill, Sheila Christine 4 31/03/2011 30 20.57 157



Weatherill, Sheila Christine 4 31/03/2011 30 20.57 5,434 157



Yuill, Willard 4 31/03/2011 30 20.5 6,645 25

Shoppers Drug Mart Corporation


Hankinson, James Floyd 4 31/03/2011 56 40.16 6,834 374



Hoeg, Krystyna 4 31/03/2011 56 40.16 11,417 374



Kluge, Holger 4 31/03/2011 56 40.16 12,264 436



Lussier, Gaétan 4 31/03/2011 56 40.16 11,172 224



Peterson, David Robert 4 31/03/2011 56 40.16 12,533 436

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4515


T/O Unit Price


Acquired/ Disposed



Piper, Martha Cook 4 31/03/2011 56 40.16 11,191 187



Raiss, Sarah 4 31/03/2011 56 40.16 5,912 374



Williams, David Michael 4 31/03/2011 56 40.16 23,513 747

Shore Gold Inc. Options Bay, Harvey James 4, 5 05/04/2011 50 0.82 1,650,000 300,000 Shore Gold Inc. Options Cline, Eric Howard 5 05/04/2011 50 0.82 500,000 125,000 Shore Gold Inc. Options DeRosier, Duane David 5 05/04/2011 50 0.82 550,000 125,000 Shore Gold Inc. Options MacNeill, Kenneth Earl 4, 5 05/04/2011 50 0.82 2,400,000 500,000 Shore Gold Inc. Options Read, George Henry 5 05/04/2011 50 0.82 1,000,000 200,000 SIERRA MADRE DEVELOPMENTS INC.

Common Shares von Einsiedel, Carl Alexander

4, 5 04/04/2011 10 0.25 1,908,475 8,500

SIERRA MADRE DEVELOPMENTS INC.


4, 5 05/04/2011 10 0.24 1,923,475 15,000

SIERRA MADRE DEVELOPMENTS INC.


4, 5 05/04/2011 10 0.23 1,943,475 20,000

Silver Predator Corp. Options Carne, Robert Clifton 4 04/04/2011 50 260,000 135,000 Silver Predator Corp. Options Coe, Corwin 5 04/04/2011 50 1.05 550,000 300,000 Silver Predator Corp. Options Eaton, William Douglas 4 04/04/2011 50 260,000 135,000 Silver Predator Corp. Options Legg, John William 4 04/04/2011 50 1.05 320,000 135,000 Silver Predator Corp. Options Lepry, Louis A. 4 04/04/2011 50 1.05 260,000 135,000 Silver Predator Corp. Options O'Brien, Michael Charles 5 04/04/2011 50 1.05 195,000 95,000 Silver Predator Corp. Options Sheriff, William Morris 4 04/04/2011 50 1.05 310,000 135,000 Silver Standard Resources Inc.

Deferred Share Unit ANGLIN, Mike Arthur E. 4 01/04/2011 30 29.37 14,960 936

Silver Standard Resources Inc.

Deferred Share Unit Brodie, Derek John Robert 4 01/04/2011 50 29.37 10,865 649


Deferred Share Unit Campbell, Richard Cunningham

4 01/04/2011 30 29.37 12,020 511


Deferred Share Unit Johnston, David L. 4 01/04/2011 30 29.37 13,221 745


Deferred Share Unit Paterson, Richard 4 01/04/2011 30 29.37 16,546 1,021


Deferred Share Unit TOMSETT, PETER WILLIAM

4 01/04/2011 30 29.37 32,756 1,021

SILVERCORP METALS INC.

Common Shares without par value

Drake, Earl 4 05/04/2011 10 15.12 24,000 -4,000



Drake, Earl 4 05/04/2011 10 15.1 18,000 -6,000



Drake, Earl 4 05/04/2011 10 15.09 15,900 -2,100



Drake, Earl 4 05/04/2011 10 15.095 15,600 -300



Drake, Earl 4 05/04/2011 10 15.08 13,000 -2,600



Drake, Earl 4 07/04/2011 51 4.317 16,899 3,899


Options Drake, Earl 4 07/04/2011 51 113,750 -3,899



Feng, Rui 4, 5 31/03/2011 10 14.46 3,834,500 -7,800



Feng, Rui 4, 5 01/04/2011 47 14.14 3,754,500 -80,000



Liu, Yikang 4 05/04/2011 10 14.8 82,000 -10,000



Shen, Shaoyang 5 04/04/2011 10 14.65 22,083 -10,000



Shen, Shaoyang 5 05/04/2011 10 14.6 12,083 -10,000



Shen, Shaoyang 5 05/04/2011 10 14.7 2,083 -10,000



Shen, Shaoyang 5 07/04/2011 51 40,833 38,750


Options Shen, Shaoyang 5 07/04/2011 10 -30,000


Options Shen, Shaoyang 5 07/04/2011 51 97,084 -30,000





Insider Reporting

April 15, 2011 (2011) 34 OSCB 4516


T/O Unit Price


Acquired/ Disposed





Waldman, Lorne 5 05/04/2011 51 6.95 40,000 35,000



Waldman, Lorne 5 05/04/2011 10 14.94 15,000 -25,000



Waldman, Lorne 5 08/04/2011 10 15.44 5,000 -10,000


Options Waldman, Lorne 5 05/04/2011 51 130,000 -35,000

SkyWest Energy Corp. Options MacLeod, Joel 5 05/04/2011 38 0.68 875,000 -125,000 SMC Ventures Inc Common Shares Notman, William Hugh 4, 5 06/04/2011 10 0.11 150,000 1,000 SNC-Lavalin Group Inc. Common Shares BEAUDOIN, Jean 5 30/03/2011 10 55.266 45,336 -15,000 SNC-Lavalin Group Inc. Unités d'actions différées

(administrateurs) Bourne, Ian Alexander 4 31/03/2011 56 55.738 2,433 438

SNC-Lavalin Group Inc. Unités d'actions différées (administrateurs)

Goldman, David 4 31/03/2011 56 55.738 10,957 376

SNC-Lavalin Group Inc. Common Shares Groupe SNC-Lavalin inc. 1 10/03/2011 38 54.46 10,000 10,000 SNC-Lavalin Group Inc. Common Shares Groupe SNC-Lavalin inc. 1 10/03/2011 38 54.46 0 -10,000 SNC-Lavalin Group Inc. Common Shares Groupe SNC-Lavalin inc. 1 14/03/2011 38 54.85 35,000 35,000 SNC-Lavalin Group Inc. Common Shares Groupe SNC-Lavalin inc. 1 14/03/2011 38 54.85 0 -35,000 SNC-Lavalin Group Inc. Common Shares Groupe SNC-Lavalin inc. 1 15/03/2011 38 54.42 40,000 40,000 SNC-Lavalin Group Inc. Common Shares Groupe SNC-Lavalin inc. 1 15/03/2011 38 54.42 0 -40,000 SNC-Lavalin Group Inc. Common Shares Groupe SNC-Lavalin inc. 1 16/03/2011 38 54.47 25,000 25,000 SNC-Lavalin Group Inc. Common Shares Groupe SNC-Lavalin inc. 1 16/03/2011 38 54.47 0 -25,000 SNC-Lavalin Group Inc. Common Shares Groupe SNC-Lavalin inc. 1 17/03/2011 38 54.8 25,000 25,000 SNC-Lavalin Group Inc. Common Shares Groupe SNC-Lavalin inc. 1 17/03/2011 38 54.8 0 -25,000 SNC-Lavalin Group Inc. Common Shares Groupe SNC-Lavalin inc. 1 18/03/2011 38 55.02 20,000 20,000 SNC-Lavalin Group Inc. Common Shares Groupe SNC-Lavalin inc. 1 18/03/2011 38 55.02 0 -20,000 SNC-Lavalin Group Inc. Common Shares Groupe SNC-Lavalin inc. 1 21/03/2011 38 55.59 30,000 30,000 SNC-Lavalin Group Inc. Common Shares Groupe SNC-Lavalin inc. 1 21/03/2011 38 55.59 0 -30,000 SNC-Lavalin Group Inc. Common Shares Groupe SNC-Lavalin inc. 1 22/03/2011 38 55.85 20,000 20,000 SNC-Lavalin Group Inc. Common Shares Groupe SNC-Lavalin inc. 1 22/03/2011 38 55.85 0 -20,000 SNC-Lavalin Group Inc. Common Shares Groupe SNC-Lavalin inc. 1 23/03/2011 38 56.79 10,000 10,000 SNC-Lavalin Group Inc. Common Shares Groupe SNC-Lavalin inc. 1 23/03/2011 38 56.79 0 -10,000 SNC-Lavalin Group Inc. Common Shares Groupe SNC-Lavalin inc. 1 24/03/2011 38 56.44 10,000 10,000 SNC-Lavalin Group Inc. Common Shares Groupe SNC-Lavalin inc. 1 24/03/2011 38 56.44 0 -10,000 SNC-Lavalin Group Inc. Common Shares Groupe SNC-Lavalin inc. 1 28/03/2011 38 56.06 20,000 20,000 SNC-Lavalin Group Inc. Common Shares Groupe SNC-Lavalin inc. 1 28/03/2011 38 56.06 0 -20,000 SNC-Lavalin Group Inc. Common Shares Groupe SNC-Lavalin inc. 1 29/03/2011 38 54.95 1,900 1,900 SNC-Lavalin Group Inc. Common Shares Groupe SNC-Lavalin inc. 1 29/03/2011 38 54.95 0 -1,900 SNC-Lavalin Group Inc. Common Shares Groupe SNC-Lavalin inc. 1 30/03/2011 38 55.19 10,000 10,000 SNC-Lavalin Group Inc. Common Shares Groupe SNC-Lavalin inc. 1 30/03/2011 38 55.19 0 -10,000 SNC-Lavalin Group Inc. Common Shares Groupe SNC-Lavalin inc. 1 31/03/2011 38 55.08 5,000 5,000 SNC-Lavalin Group Inc. Common Shares Groupe SNC-Lavalin inc. 1 31/03/2011 38 55.08 0 -5,000 SNC-Lavalin Group Inc. Unités d'actions différées

(administrateurs) HAMMICK, Patricia A. 4 31/03/2011 56 55.738 5,009 438


LESSARD, Pierre H. 4 31/03/2011 56 55.738 13,321 438


Marcoux, Edythe Alexia 4 31/03/2011 56 55.738 8,733 376


Marsden, Lorna Ruth 4 31/03/2011 56 55.738 7,857 438


Mongeau, Claude 4 31/03/2011 56 55.738 18,615 561


Morgan, Gwyn 4 31/03/2011 56 55.738 27,680 1,257


PARKER, Michael D. 4 31/03/2011 56 55.738 1,533 561


Segal, Hugh David 4 31/03/2011 56 55.738 6,611 376


STEVENSON, Lawrence N. 4 31/03/2011 56 55.738 8,991 376

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4517


T/O Unit Price


Acquired/ Disposed

Softchoice Corporation Rights Deferred Share Units

Luba, Robert Walter 4 01/04/2011 56 20,614 885

Solarvest BioEnergy Inc. Common Shares Greenham, Gerri Joseph 4 06/04/2011 11 0.25 2,538,000 200,000 Solid Gold Resources Corp. Common Shares Inwentash, Sheldon 3, 6 05/04/2011 10 0.1 2,000,000 250,000

Solid Gold Resources Corp. Common Shares Pinetree Capital Ltd. 3 19/10/2010 00 1,750,000

Solid Gold Resources Corp. Common Shares Pinetree Capital Ltd. 3 05/04/2011 10 0.1 2,000,000 250,000

Solid Gold Resources Corp. Warrants Pinetree Capital Ltd. 3 19/10/2010 00 1,500,000

Sonde Resources Corp. Common Shares Funk, James M. 4 01/04/2011 10 3.42 12,000 2,000 Sonde Resources Corp. Common Shares Funk, James M. 4 05/04/2011 10 3.34 15,000 3,000 Sonde Resources Corp. Stock Unit Award Lancaster, Gordon 4 05/04/2011 00 Sonde Resources Corp. Stock Unit Award Lancaster, Gordon 4 05/04/2011 46 $40,820 Sonde Resources Corp. Stock Unit Award Lancaster, Gordon 4 05/04/2011 46 $96,555 $96,555 South American Silver Corp. Common Shares Filtness, William Donald 5 04/04/2011 51 292,483 15,816

South American Silver Corp. Common Shares Filtness, William Donald 5 05/04/2011 10 2.38 276,667 -15,816

South American Silver Corp. Common Shares Filtness, William Donald 5 06/04/2011 51 284,744 8,077

South American Silver Corp. Common Shares Filtness, William Donald 5 07/04/2011 10 2.62 276,667 -8,077

South American Silver Corp. Options with tandem share appreciation right

Filtness, William Donald 5 04/04/2011 51 0.5 505,000 -20,000

South American Silver Corp. Options with tandem share appreciation right

Filtness, William Donald 5 06/04/2011 51 0.5 495,000 -10,000

Southern Arc Minerals Inc. Common Shares Andrews, Michael John 4 24/02/2011 16 1.6 625,000 Southern Arc Minerals Inc. Common Shares Andrews, Michael John 4 24/02/2011 16 1.6 625,000 Southern Arc Minerals Inc. Common Shares Andrews, Michael John 4 22/03/2011 10 1.5 2,550,000 100,000 Southern Arc Minerals Inc. Common Shares Andrews, Michael John 4 23/03/2011 10 1.6 2,680,000 130,000 Southern Arc Minerals Inc. Common Shares Proust, John Graham 4, 5 22/03/2011 10 1.59 735,000 5,000 Southern Arc Minerals Inc. Common Shares Proust, John Graham 4, 5 21/06/2005 00 Southern Arc Minerals Inc. Common Shares Proust, John Graham 4, 5 15/03/2011 10 1.45 10,000 10,000 Southern Pacific Resource Corp.

Common Shares Miller, Glenn D. 5 04/04/2011 10 1.72 30,000 -17,900

SouthGobi Resources Ltd. Common Shares Krepiakevich, Terry 5 06/04/2011 10 14.3 6,876 -4,200 SouthGobi Resources Ltd. Common Shares Krepiakevich, Terry 5 06/04/2011 10 14.31 1,876 -5,000 SouthGobi Resources Ltd. Common Shares Krepiakevich, Terry 5 06/04/2011 10 14.34 1,076 -800 SouthGobi Resources Ltd. Common Shares Krepiakevich, Terry 5 07/04/2011 10 14.02 0 -1,076 SouthGobi Resources Ltd. Common Shares Lebel, Pierre 4, 5 04/04/2011 51 2.1 40,100 35,000 SouthGobi Resources Ltd. Common Shares Lebel, Pierre 4, 5 04/04/2011 10 14.5 14,400 -25,700 SouthGobi Resources Ltd. Common Shares Lebel, Pierre 4, 5 04/04/2011 10 14.51 13,700 -700 SouthGobi Resources Ltd. Common Shares Lebel, Pierre 4, 5 04/04/2011 10 14.515 13,200 -500 SouthGobi Resources Ltd. Common Shares Lebel, Pierre 4, 5 04/04/2011 10 14.53 12,300 -900 SouthGobi Resources Ltd. Common Shares Lebel, Pierre 4, 5 04/04/2011 10 14.54 11,100 -1,200 SouthGobi Resources Ltd. Common Shares Lebel, Pierre 4, 5 04/04/2011 10 14.55 5,900 -5,200 SouthGobi Resources Ltd. Common Shares Lebel, Pierre 4, 5 04/04/2011 10 14.56 5,400 -500 SouthGobi Resources Ltd. Common Shares Lebel, Pierre 4, 5 04/04/2011 10 14.57 5,100 -300 SouthGobi Resources Ltd. Options Lebel, Pierre 4, 5 04/04/2011 51 2.1 190,000 -35,000 Sparton Resources Inc. Common Shares Carter, Walter Brian 4 31/03/2011 10 150,000 50,000 Sparton Resources Inc. Common Shares Inwentash, Sheldon 6 14/03/2011 54 0.15 816,667 Sparton Resources Inc. Common Shares Inwentash, Sheldon 6 14/03/2011 54 0.15 1,250,000 Sparton Resources Inc. Common Shares Inwentash, Sheldon 6 07/04/2011 54 0.15 1,716,667 816,667 Sparton Resources Inc. Common Shares Inwentash, Sheldon 6 07/04/2011 54 0.15 2,966,667 1,250,000 Sparton Resources Inc. Warrants Inwentash, Sheldon 6 14/03/2011 54 -816,667 Sparton Resources Inc. Warrants Inwentash, Sheldon 6 14/03/2011 54 -1,250,000 Sparton Resources Inc. Warrants Inwentash, Sheldon 6 07/04/2011 54 1,700,000 -816,667 Sparton Resources Inc. Warrants Inwentash, Sheldon 6 07/04/2011 54 450,000 -1,250,000 Sparton Resources Inc. Common Shares Williams, Richard David 4 01/01/2011 10 0.165 1,000 Sparton Resources Inc. Common Shares Williams, Richard David 4 01/04/2011 10 0.165 137,000 1,000 Sparton Resources Inc. Common Shares Williams, Richard David 4 04/04/2011 10 0.165 141,000 4,000 Sparton Resources Inc. Common Shares Williams, Richard David 4 05/04/2011 10 0.165 175,000 34,000 Sprott Power Corp. Common Shares Jenner, Jeffrey 4, 5 31/01/2011 00 Sprott Power Corp. Common Shares Jenner, Jeffrey 4, 5 31/01/2011 00 Sprott Power Corp. Common Shares Jenner, Jeffrey 4, 5 31/01/2011 00 5,354 Sprott Power Corp. Common Shares Jenner, Jeffrey 4, 5 31/01/2011 00 Sprott Power Corp. Common Shares Jenner, Jeffrey 4, 5 31/01/2011 00 2,558,894 Sprott Resource Lending Corp.

Common Shares Atkinson, Robert George 4 30/06/2003 00 450,000

Sprott Resource Lending Corp.

Common Shares Atkinson, Robert George 4 04/04/2011 10 1.72 433,000 -17,000

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4518


T/O Unit Price


Acquired/ Disposed


Common Shares Atkinson, Robert George 4 05/04/2011 11 1.7 350,000 -83,000


Common Shares Embry, John P. 4 07/09/2010 00 300,000

ST ANDREW GOLDFIELDS LTD.

Options Abramson, Herbert 4, 5 31/08/2010 52 592,500 -227,500


Options Abramson, Herbert 4, 5 04/04/2011 50 625,000 70,000


Common Shares Abramson, Randall 3 06/04/2011 11 1.09 26,676,016 -77,777


Common Shares Abramson, Randall 3 06/04/2011 11 1.09 26,731,216 55,200


Common Shares Abramson, Randall 3 06/04/2011 11 1.09 12,049,128 22,577


Options Au, Ben 5 04/04/2011 50 1.37 1,450,000 250,000


Options Burns, Stephen Edward 4 04/04/2011 50 1.37 315,000 70,000


Options FARQUHARSON, GRAHAM

4 04/04/2011 50 1.37 190,000 70,000


Options Gignac, Louis P. 4 04/04/2011 50 1.37 465,000 100,000


Options Jones, Paul C 4, 5 04/04/2011 50 464,000 70,000


Options Kraft, Bernie 4 04/04/2011 50 1.37 315,000 70,000


Options Michaud, Michael Julien 5 04/04/2011 50 1.37 1,216,667 250,000


Options Middlemiss, Duncan Kenneth

5 04/04/2011 50 1.37 1,000,000 250,000


Options Perron, Jacques 4, 5 04/04/2011 50 1.37 1,833,334 750,000


Options Seyffert, Warren S. R. 4 04/04/2011 50 447,500 70,000


Options Weinzettl, Linda 5 04/04/2011 50 1.37 250,000 50,000

St. Augustine Gold and Copper Limited

Options Moore, James John 5 04/04/2011 50 2,225,000 1,850,000

Stans Energy Corp. Common Shares Masters (nee Kalachnikova), Elena

5 05/04/2011 10 2.02 2,000 2,000

Stantec Inc. Common Shares Stantec Inc. 1 02/03/2011 38 28.455 2,000 2,000 Stantec Inc. Common Shares Stantec Inc. 1 02/03/2011 38 28.455 0 -2,000 Stantec Inc. Common Shares Stantec Inc. 1 03/03/2011 38 28.465 600 600 Stantec Inc. Common Shares Stantec Inc. 1 03/03/2011 38 28.465 0 -600 Stantec Inc. Common Shares Stantec Inc. 1 04/03/2011 38 28.62 5,000 5,000 Stantec Inc. Common Shares Stantec Inc. 1 04/03/2011 38 28.62 0 -5,000 Stantec Inc. Common Shares Stantec Inc. 1 07/03/2011 38 28.432 10,100 10,100 Stantec Inc. Common Shares Stantec Inc. 1 07/03/2011 38 28.432 0 -10,100 Stantec Inc. Common Shares Stantec Inc. 1 08/03/2011 38 28.243 20,000 20,000 Stantec Inc. Common Shares Stantec Inc. 1 08/03/2011 38 28.243 0 -20,000 Stantec Inc. Common Shares Stantec Inc. 1 09/03/2011 38 28.168 2,100 2,100 Stantec Inc. Common Shares Stantec Inc. 1 09/03/2011 38 28.168 0 -2,100 Stantec Inc. Common Shares Stantec Inc. 1 10/03/2011 38 27.475 10,200 10,200 Stantec Inc. Common Shares Stantec Inc. 1 10/03/2011 38 27.475 0 -10,200 Stantec Inc. Common Shares Stantec Inc. 1 14/03/2011 38 27.2 5,000 5,000 Stantec Inc. Common Shares Stantec Inc. 1 14/03/2011 38 27.2 0 -5,000 Stantec Inc. Common Shares Stantec Inc. 1 15/03/2011 38 27.6 5,000 5,000 Stantec Inc. Common Shares Stantec Inc. 1 15/03/2011 38 27.6 0 -5,000 Stantec Inc. Common Shares Stantec Inc. 1 16/03/2011 38 27.796 5,000 5,000 Stantec Inc. Common Shares Stantec Inc. 1 16/03/2011 38 27.796 0 -5,000 Star Navigation Systems Group Ltd.

Common Shares Sparks, Dale 1, 5 26/01/2011 51 0.15 70,000

Star Navigation Systems Group Ltd.

Common Shares Sparks, Dale 1, 5 26/01/2011 51 0.15 70,000


Common Shares Sparks, Dale 1, 5 01/04/2011 10 0.27 1,247,333 -35,000






Common Shares Sparks, Dale 1, 5 05/04/2011 10 0.27 1,282,610 45,277

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4519


T/O Unit Price


Acquired/ Disposed

Starcore International Mines Ltd.

Common Shares Wheeler, John 3 01/04/2011 10 0.175 8,209,000 -100,000

Stoneham Drilling Trust Trust Units Abbott, Martin Gary 3, 7 05/01/2005 00 Stoneham Drilling Trust Trust Units Abbott, Martin Gary 3, 7 04/04/2011 11 17.11 27,500 27,500 Stoneham Drilling Trust Trust Units Abbott, Martin Gary 3, 7 04/04/2011 11 17.11 795,620 14,327 Stoneham Drilling Trust Trust Units Abbott, Martin Gary 3, 7 04/04/2011 11 17.11 781,293 -14,327 Stoneham Drilling Trust Trust Units Abbott, Martin Gary 3, 7 04/04/2011 11 17.11 707,080 -74,213 Stoneham Drilling Trust Trust Units Abbott, Martin Gary 3, 7 04/04/2011 11 17.11 74,213 Stoneham Drilling Trust Trust Units Abbott, Martin Gary 3, 7 04/04/2011 11 17.11 679,580 -27,500 Stoneham Drilling Trust Trust Units Abbott, Martin Gary 3, 7 04/04/2011 11 17.11 27,500 Stoneham Drilling Trust Trust Units Abbott, Martin Gary 3, 7 04/04/2011 11 17.11 27,500 Stoneham Drilling Trust Trust Units Abbott, Martin Gary 3, 7 05/04/2011 11 17.1 676,080 -3,500 Stoneham Drilling Trust Trust Units Abbott, Martin Gary 3, 7 05/04/2011 11 17.1 -3,500 Stoneham Drilling Trust Trust Units Abbott, Martin Gary 3, 7 06/04/2011 11 17.26 488,004 -188,076 Stoneham Drilling Trust Trust Units Abbott, Martin Gary 3, 7 05/04/2011 11 17.1 23,500 3,500 Stoneham Drilling Trust Trust Units Abbott, Martin Gary 3, 7 04/04/2011 11 17.11 93,473 74,213 Stoneham Drilling Trust Trust Units Abbott, Martin Gary 3, 7 06/04/2011 11 17.26 281,549 188,076 Storm Resources Ltd. Common Shares Caisse de dépôt et

placement du Québec 3 31/03/2011 10 4.5 2,963,800 -2,300

Stornoway Diamond Corporation

Common Shares Diaquem Inc. 3 01/04/2011 00


Common Shares Diaquem Inc. 3 01/04/2011 11 29,588,892 29,588,892


Convertible Shares Diaquem Inc. 3 01/04/2011 00


Convertible Shares Diaquem Inc. 3 01/04/2011 11 22,543,918 22,543,918


Common Shares Harvey, Yves 4 11/09/2007 00


Common Shares Harvey, Yves 4 06/04/2011 51 0.4 25,000 25,000


Options Harvey, Yves 4 06/04/2011 51 0.4 150,000 -25,000

Strait Gold Corporation Common Shares Borland, James S. 4, 5 04/04/2011 10 0.11 1,893,274 8,000 Stream Oil & Gas Ltd. Common Shares Kapotas, Sotirios 4, 5 31/03/2011 10 2,500 Stream Oil & Gas Ltd. Common Shares Kapotas, Sotirios 4, 5 31/03/2011 10 6,373,601 9,500 Stream Oil & Gas Ltd. Common Shares Kapotas, Sotirios 4, 5 01/04/2011 10 6,389,601 16,000 Stream Oil & Gas Ltd. Common Shares Kapotas, Sotirios 4, 5 04/04/2011 10 6,393,901 4,300 Stream Oil & Gas Ltd. Common Shares Kapotas, Sotirios 4, 5 05/04/2011 10 6,395,901 2,000 Stream Oil & Gas Ltd. Common Shares Kapotas, Sotirios 4, 5 06/04/2011 10 6,397,901 2,000 Stream Oil & Gas Ltd. Common Shares Tognetti, John 3 01/04/2011 10 1.7804 34,400 24,100 Stream Oil & Gas Ltd. Common Shares Tognetti, John 3 04/04/2011 10 1.6247 42,500 8,100 Stream Oil & Gas Ltd. Common Shares Tognetti, John 3 05/04/2011 10 1.55 44,500 2,000 Stream Oil & Gas Ltd. Common Shares Tognetti, John 3 30/04/2010 00 Stream Oil & Gas Ltd. Common Shares Tognetti, John 3 30/04/2010 00 25,000 Strike Minerals Inc. Common Shares Harrington, Michael S 4 01/04/2011 10 0.114 300,000 35,000 Strongco Corporation Common Shares Osborne, Colin 4 29/03/2011 00 2,500 Sun Life Financial Inc. Deferred Share Units Accum, Claude 5 10/03/2011 30 31.37 15,320 6,754 Sun Life Financial Inc. Deferred Share Units Accum, Claude 5 31/03/2011 30 30.44 15,421 101 Sun Life Financial Inc. Units Performance Share

Units Accum, Claude 5 31/03/2011 30 30.44 250

Sun Life Financial Inc. Units Performance Share Units

Accum, Claude 5 31/03/2011 30 30.44 250


Accum, Claude 5 31/03/2011 30 30.44 21,327 250

Sun Life Financial Inc. Units Restricted Share Units

Accum, Claude 5 31/03/2011 30 30.44 108


Accum, Claude 5 31/03/2011 30 30.44 108


Accum, Claude 5 31/03/2011 30 30.44 9,256 108

Sun Life Financial Inc. Units Sun Shares Accum, Claude 5 31/03/2011 30 30.44 14,132 165 Sun Life Financial Inc. Common Shares Bogart, Thomas A. 5 31/03/2011 30 29.861 10,190 121 Sun Life Financial Inc. Deferred Share Units Bogart, Thomas A. 5 31/03/2011 30 30.44 31,531 369 Sun Life Financial Inc. Units Performance Share

Units Bogart, Thomas A. 5 31/03/2011 30 30.44 37,025 432

Sun Life Financial Inc. Units Sun Shares Bogart, Thomas A. 5 31/03/2011 30 30.44 14,132 165 Sun Life Financial Inc. Deferred Share Units Connor, Dean 5 31/03/2011 30 30.44 14,728 172 Sun Life Financial Inc. Units Performance Share

Units Connor, Dean 5 31/03/2011 30 30.44 70,892 829

Sun Life Financial Inc. Units Sun Shares Connor, Dean 5 31/03/2011 30 30.44 29,834 349 Sun Life Financial Inc. Deferred Share Units Dougherty, Kevin 5 31/03/2011 30 30.44 12,790 150 Sun Life Financial Inc. Units Performance Share

Units Dougherty, Kevin 5 31/03/2011 30 30.44 64,298 752

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4520


T/O Unit Price


Acquired/ Disposed

Sun Life Financial Inc. Units Sun Shares Dougherty, Kevin 5 31/03/2011 30 30.44 22,768 266 Sun Life Financial Inc. Deferred Share Units Freyne, Colm Joseph 5 10/03/2011 30 31.37 21,316 8,939 Sun Life Financial Inc. Deferred Share Units Freyne, Colm Joseph 5 31/03/2011 30 31.37 8,939 Sun Life Financial Inc. Deferred Share Units Freyne, Colm Joseph 5 31/03/2011 30 31.37 8,939 Sun Life Financial Inc. Deferred Share Units Freyne, Colm Joseph 5 31/03/2011 30 30.44 21,462 146 Sun Life Financial Inc. Units Performance Share

Units Freyne, Colm Joseph 5 31/03/2011 30 30.44 19,779 231


Freyne, Colm Joseph 5 31/03/2011 30 30.44 12,804 150

Sun Life Financial Inc. Units Sun Shares Freyne, Colm Joseph 5 31/03/2011 30 30.44 14,132 165 Sun Life Financial Inc. Common Shares Glynn, Martin John Gardner 4 08/04/2011 30 30.48 2,337 337

Sun Life Financial Inc. Deferred Share Units Gubbay, Keith 5 31/03/2011 30 30.44 7,098 83 Sun Life Financial Inc. Units Performance Share

Units Gubbay, Keith 5 31/03/2011 30 30.44 9,002 105


Gubbay, Keith 5 31/03/2011 30 30.44 9,002 105

Sun Life Financial Inc. Units Sun Shares Gubbay, Keith 5 31/03/2011 30 30.44 10,100 118 Sun Life Financial Inc. Units Performance Share

Units Kicinski, Stephen 5 31/03/2011 30 30.44 5,741 67


Kicinski, Stephen 5 31/03/2011 30 30.44 5,741 67

Sun Life Financial Inc. Units Sun Shares Kicinski, Stephen 5 31/03/2011 30 30.44 5,308 62 Sun Life Financial Inc. Common Shares Merin, Mitchell 4 06/04/2011 30 31.908 15,589 413 Sun Life Financial Inc. Deferred Share Units Ohannessian, Dikran 5 31/03/2011 30 30.44 10,989 129 Sun Life Financial Inc. Units Performance Share

Units Ohannessian, Dikran 5 31/03/2011 30 30.44 6,891 80


Ohannessian, Dikran 5 31/03/2011 30 30.44 6,891 80

Sun Life Financial Inc. Units Sun Shares Ohannessian, Dikran 5 31/03/2011 30 30.44 8,165 95 Sun Life Financial Inc. Common Shares Osborne, Ronald Walter 4 31/03/2011 30 29.861 23,458 279 Sun Life Financial Inc. Deferred Share Units Peacher, Stephen 5 31/03/2011 30 30.44 19,978 234 Sun Life Financial Inc. Units Performance Share

Units Peacher, Stephen 5 31/03/2011 30 30.44 26,948 315


Peacher, Stephen 5 31/03/2011 30 30.44 17,306 202

Sun Life Financial Inc. Units Sun Shares Peacher, Stephen 5 31/03/2011 30 30.44 23,108 270 Sun Life Financial Inc. Units Performance Share

Units Saunders, Mark 5 31/03/2011 30 30.44 9,452 110


Saunders, Mark 5 31/03/2011 30 30.44 8,327 97

Sun Life Financial Inc. Units Sun Shares Saunders, Mark 5 31/03/2011 30 30.44 9,421 110 Sun Life Financial Inc. Deferred Share Units Stewart, Donald A. 4, 5 31/03/2011 30 30.44 230,106 2,689 Sun Life Financial Inc. Units Incentive Share

Units Stewart, Donald A. 4, 5 31/03/2011 30 30.44 180,877 2,114


Stramaglia, Michael 5 31/03/2011 30 30.44 27,557 321

Sun Life Financial Inc. Units Sun Shares Stramaglia, Michael 5 31/03/2011 30 30.44 9,421 110 Sun Life Financial Inc. Deferred Share Units Thompson, Westley 5 31/03/2011 30 30.44 59,369 694 Sun Life Financial Inc. Units Incentive Share

Units Thompson, Westley 5 31/03/2011 30 30.44 37,202 435


Thompson, Westley 5 31/03/2011 30 30.44 118,836 1,389


Thompson, Westley 5 31/03/2011 30 30.44 46,785 547

Sun Life Financial Inc. Units Sun Shares Thompson, Westley 5 31/03/2011 30 30.44 33,892 396 Sunwah International Limited Options Fung, Robert Arthur 4 04/04/2011 56 0.713 348,892 11,571

Sunwah International Limited Rights Deferred Share Units

Scandrett, Terence Parry 4 04/04/2011 56 83,531 12,270

Sunwah International Limited Rights Deferred Share Units

Squibb, Geoffrey Wayne 4 04/04/2011 30 0.713 292,865 9,818

Synex International Inc. Options Russell, Daniel 3 31/03/2011 52 0.56 120,000 -60,000 Talisman Energy Inc. Options Employee Plan ADAMS, David Michael 5 01/04/2011 50 162,530 23,720 Talisman Energy Inc. Performance Share Units ADAMS, David Michael 5 01/04/2011 56 23.574 43,123 9,947

Talisman Energy Inc. Options Employee Plan BLAKELEY, Alexander Paul 5 01/04/2011 50 879,930 118,340

Talisman Energy Inc. Performance Share Units BLAKELEY, Alexander Paul 5 01/04/2011 56 23.574 175,901 49,631

Talisman Energy Inc. Options Employee Plan DOLAN, Philip David 5 01/04/2011 50 686,010 36,160 Talisman Energy Inc. Performance Share Units DOLAN, Philip David 5 01/04/2011 56 23.574 73,767 15,166

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4521


T/O Unit Price


Acquired/ Disposed

Talisman Energy Inc. Options Employee Plan Herbert, Richard 5 01/04/2011 50 715,540 118,340 Talisman Energy Inc. Performance Share Units Herbert, Richard 5 01/04/2011 56 23.574 104,728 49,631

Talisman Energy Inc. Cash Units Holmes, Geoffrey Robert 7 01/04/2011 50 149,257 18,760 Talisman Energy Inc. Common Shares Holmes, Geoffrey Robert 7 23/02/2011 10 24.69 2,664 -1,953 Talisman Energy Inc. Performance Share Units Holmes, Geoffrey Robert 7 01/04/2011 56 23.574 29,983 7,869

Talisman Energy Inc. Options Employee Plan Manzoni, John Alexander 4, 7, 5 01/04/2011 50 2,587,230 309,160 Talisman Energy Inc. Performance Share Units Manzoni, John Alexander 4, 7, 5 01/04/2011 56 23.574 509,034 129,663

Talisman Energy Inc. Options Employee Plan McLeod, Lyle Theodore 5 01/04/2011 50 316,280 23,720 Talisman Energy Inc. Performance Share Units McLeod, Lyle Theodore 5 01/04/2011 56 23.574 37,968 9,947

Talisman Energy Inc. Options Employee Plan ROONEY, ROBERT ROSS 5 01/04/2011 50 813,840 101,140

Talisman Energy Inc. Performance Share Units ROONEY, ROBERT ROSS 5 01/04/2011 56 23.574 166,169 42,420

Talisman Energy Inc. Options Employee Plan Smith, Paul Robert 5 01/04/2011 50 719,545 118,340 Talisman Energy Inc. Performance Share Units Smith, Paul Robert 5 01/04/2011 56 23.571 106,443 49,631

Talisman Energy Inc. Options Employee Plan Thomson, Scott 5 01/04/2011 50 689,020 118,340 Talisman Energy Inc. Performance Share Units Thomson, Scott 5 01/04/2011 56 23.574 186,407 49,631

Talisman Energy Inc. Cash Units van der Gaag, Aernout Cornelis

7 01/04/2011 50 22,460 10,680

Talisman Energy Inc. Performance Share Units van der Gaag, Aernout Cornelis

7 01/04/2011 56 23.574 9,331 4,478

Talisman Energy Inc. Options Employee Plan Walker, Nicholas John Robert

5 01/04/2011 50 780,130 111,060

Talisman Energy Inc. Performance Share Units Walker, Nicholas John Robert

5 01/04/2011 56 23.574 150,084 46,577

Talisman Energy Inc. Options Employee Plan WESLEY, HELEN JUNE 5 01/04/2011 50 262,950 84,290 Talisman Energy Inc. Performance Share Units WESLEY, HELEN JUNE 5 01/04/2011 56 23.574 111,319 35,350

Talisman Energy Inc. Cash Units Whyte, Douglas 7 01/04/2011 50 27,760 10,230 Talisman Energy Inc. Performance Share Units Whyte, Douglas 7 01/04/2011 56 23.574 11,554 4,291

Tanzanian Royalty Exploration Corporation

Common Shares HANSEN, HELEN ELIZABETH

5 07/04/2011 30 6.1087 1,032 133


Common Shares Ngunangwa, Florian Eustack

5 07/04/2011 30 6.1087 19,726 273


Common Shares SINCLAIR, JAMES E. 4, 5 30/03/2011 10 6.0237 1,536,721 -10,754


Exchange Traded Call Options

SINCLAIR, JAMES E. 4, 5 06/04/2011 70 0.4787 7,663 -200


Exchange Traded Call Options

SINCLAIR, JAMES E. 4, 5 06/04/2011 70 0.226 8,063 400


Common Shares van der Westhuizen, Riaan 5 07/04/2011 30 6.1087 22,474 263


Common Shares Van Tongeren, Steven Petrus

5 07/04/2011 30 6.1087 19,651 567

Taranis Resources Inc. Common Shares Kent, George Robert 4, 5 01/04/2011 10 0.21 3,391,000 25,000 Taseko Mines Limited Common Shares Cousens, Scott Dibblee 4 04/04/2011 10 5.7753 0 -50,000 Teck Resources Limited Class B Subordinate

Voting Shares Caisse de dépôt et placement du Québec

3 31/03/2011 10 52.04 3,444,366 -1,800

Teck Resources Limited Class B Subordinate Voting Shares

Caisse de dépôt et placement du Québec

3 04/04/2011 10 54.43 3,594,366 150,000

Teck Resources Limited Deferred Share Units Cockwell, Jack Lynn 4 31/03/2011 56 9,552 291 TECSYS Inc. Common Shares TECSYS 1 02/03/2011 38 1.85 7,700 100 TECSYS Inc. Common Shares TECSYS 1 04/03/2011 38 1.89 107,700 100,000 TECSYS Inc. Common Shares TECSYS 1 08/03/2011 38 1.9 108,700 1,000 TECSYS Inc. Common Shares TECSYS 1 09/03/2011 38 1.92 109,700 1,000 TECSYS Inc. Common Shares TECSYS 1 10/03/2011 38 1.92 110,700 1,000 TECSYS Inc. Common Shares TECSYS 1 15/03/2011 38 1.9 111,700 1,000 TECSYS Inc. Common Shares TECSYS 1 21/03/2011 38 1.89 111,800 100 TECSYS Inc. Common Shares TECSYS 1 31/03/2011 38 1.86 112,800 1,000 TECSYS Inc. Common Shares TECSYS 1 31/03/2011 38 2,000 -110,800 TELUS Corporation Deferred Share Units Auchinleck, Richard H.

(Dick) 4 31/03/2011 30 40,841 483

TELUS Corporation Deferred Share Units Auchinleck, Richard H. (Dick)

4 31/03/2011 30 46.983 41,197 356

TELUS Corporation Deferred Share Units Baillie, A. Charles 4 31/03/2011 30 38,713 458 TELUS Corporation Deferred Share Units Baillie, A. Charles 4 31/03/2011 30 46.983 39,101 388

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4522


T/O Unit Price


Acquired/ Disposed

TELUS Corporation Deferred Share Units Ducros, Pierre 4 31/03/2011 30 26,371 311 TELUS Corporation Deferred Share Units Ducros, Pierre 4 31/03/2011 30 46.983 26,557 186 TELUS Corporation Non-Voting Shares Gardner, Robert 5 31/03/2011 51 35.15 6,348 76 TELUS Corporation Non-Voting Shares Gardner, Robert 5 31/03/2011 51 35.56 6,820 472 TELUS Corporation Non-Voting Shares Gardner, Robert 5 31/03/2011 10 47.1 6,272 -548 TELUS Corporation Options Gardner, Robert 5 31/03/2011 51 35.15 44,655 -300 TELUS Corporation Options Gardner, Robert 5 31/03/2011 51 35.56 42,728 -1,927 TELUS Corporation Deferred Share Units Lacey, John Stewart 4 31/03/2011 30 32,514 389 TELUS Corporation Deferred Share Units Lacey, John Stewart 4 31/03/2011 30 46.983 32,950 436 TELUS Corporation Deferred Share Units MacKinnon, William 4 31/03/2011 30 6,719 76 TELUS Corporation Deferred Share Units MacKinnon, William 4 31/03/2011 30 46.983 7,155 436 TELUS Corporation Deferred Share Units MacNeill, Brian F. 4 31/03/2011 30 56,330 668 TELUS Corporation Deferred Share Units MacNeill, Brian F. 4 31/03/2011 30 46.983 56,782 452 Terra Energy Corp. Common Shares Terra Energy Corp. 1 04/03/2011 38 1.2 4,400 4,400 Terra Energy Corp. Common Shares Terra Energy Corp. 1 16/03/2011 38 1.03 5,800 1,400 Terra Energy Corp. Common Shares Terra Energy Corp. 1 28/03/2011 38 1.16 11,100 5,300 Tesla Exploration Ltd. (formerly Norex Exploration Services Inc.)

Options Bergeron, Randall, Peter 7 05/04/2011 50 64,300 22,500

Tesla Exploration Ltd. (formerly Norex Exploration Services Inc.)

Options Craven, Stuart, Edward 5 05/04/2011 50 241,778 22,500


Options Crilly, Paul Alexander 4 05/04/2011 50 3.14 99,275 3,750






Options Elgie, David Vincent 4 05/04/2011 50 41,150 11,250


Options Freel, Douglas Colin 4 05/04/2011 50 3.14 33,650 3,750






Options Gartner, Lorne 4 05/04/2011 50 28,650 11,250


Options Habiak, Richard, Roman 4, 6, 5 05/04/2011 50 107,850 38,250


Options Mathison, Ronald 3, 4 05/04/2011 50 40,250 15,750


Options McArthur, Peter, Daniel 6, 5 05/04/2011 50 57,300 22,500


Options McGoey, David Merrill 4 05/04/2011 50 28,650 11,250


Options Seabrook, Ronald Garth 5 05/04/2011 50 36,875 13,500


Options Strandberg, Randall Lloyd 5 05/04/2011 50 57,300 22,500


Options Tetzlaff, Milton B. 5 05/04/2011 50 73,983 13,500

Tethys Petroleum Limited Options 2007 LTSIP Zhuvaghena, Veronica 5 04/04/2011 00 18,000 Texada Software Inc. Options Mawji, Alykhan 4 02/03/2011 00 50,000 The Brick Ltd. Common Shares The Brick Ltd. 3 01/03/2011 38 2.84 3,400 3,400 The Brick Ltd. Common Shares The Brick Ltd. 3 01/03/2011 38 2.85 13,400 10,000 The Brick Ltd. Common Shares The Brick Ltd. 3 02/03/2011 38 2.82 35,951 22,551 The Brick Ltd. Common Shares The Brick Ltd. 3 03/03/2011 38 2.79 58,502 22,551 The Brick Ltd. Common Shares The Brick Ltd. 3 07/03/2011 38 2.79 61,802 3,300

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4523


T/O Unit Price


Acquired/ Disposed

The Brick Ltd. Common Shares The Brick Ltd. 3 07/03/2011 38 2.8 81,053 19,251 The Brick Ltd. Common Shares The Brick Ltd. 3 08/03/2011 38 2.78 103,553 22,500 The Brick Ltd. Common Shares The Brick Ltd. 3 09/03/2011 38 2.8 114,953 11,400 The Brick Ltd. Common Shares The Brick Ltd. 3 10/03/2011 38 2.8 137,453 22,500 The Brick Ltd. Common Shares The Brick Ltd. 3 11/03/2011 38 2.74 140,953 3,500 The Brick Ltd. Common Shares The Brick Ltd. 3 11/03/2011 38 2.75 160,004 19,051 The Brick Ltd. Common Shares The Brick Ltd. 3 14/03/2011 38 2.76 182,555 22,551 The Brick Ltd. Common Shares The Brick Ltd. 3 15/03/2011 38 2.62 185,555 3,000 The Brick Ltd. Common Shares The Brick Ltd. 3 15/03/2011 38 2.66 205,106 19,551 The Brick Ltd. Common Shares The Brick Ltd. 3 16/03/2011 38 2.74 212,657 7,551 The Brick Ltd. Common Shares The Brick Ltd. 3 16/03/2011 38 2.79 227,657 15,000 The Brick Ltd. Common Shares The Brick Ltd. 3 18/03/2011 38 2.78 250,157 22,500 The Brick Ltd. Common Shares The Brick Ltd. 3 21/03/2011 38 2.83 272,657 22,500 The Brick Ltd. Common Shares The Brick Ltd. 3 22/03/2011 38 2.69 280,157 7,500 The Brick Ltd. Common Shares The Brick Ltd. 3 22/03/2011 38 2.85 295,157 15,000 The Brick Ltd. Common Shares The Brick Ltd. 3 23/03/2011 38 2.5 296,057 900 The Brick Ltd. Common Shares The Brick Ltd. 3 23/03/2011 38 2.52 297,157 1,100 The Brick Ltd. Common Shares The Brick Ltd. 3 23/03/2011 38 2.57 305,157 8,000 The Brick Ltd. Common Shares The Brick Ltd. 3 23/03/2011 38 2.6 317,657 12,500 The Brick Ltd. Common Shares The Brick Ltd. 3 23/03/2011 38 2.62 317,708 51 The Brick Ltd. Common Shares The Brick Ltd. 3 24/03/2011 38 2.55 321,708 4,000 The Brick Ltd. Common Shares The Brick Ltd. 3 24/03/2011 38 2.6 1,265,808 944,100 The Brick Ltd. Common Shares The Brick Ltd. 3 25/03/2011 38 2.65 1,276,359 10,551 The Brick Ltd. Common Shares The Brick Ltd. 3 25/03/2011 38 2.67 1,278,359 2,000 The Brick Ltd. Common Shares The Brick Ltd. 3 25/03/2011 38 2.69 1,288,359 10,000 The Brick Ltd. Common Shares The Brick Ltd. 3 28/03/2011 38 2.6 1,298,359 10,000 The Brick Ltd. Common Shares The Brick Ltd. 3 28/03/2011 38 2.65 1,310,910 12,551 The Brick Ltd. Common Shares The Brick Ltd. 3 29/03/2011 38 2.58 1,311,710 800 The Brick Ltd. Common Shares The Brick Ltd. 3 29/03/2011 38 2.6 1,321,710 10,000 The Brick Ltd. Common Shares The Brick Ltd. 3 29/03/2011 38 2.62 1,325,910 4,200 The Brick Ltd. Common Shares The Brick Ltd. 3 30/03/2011 38 2.6 1,332,110 6,200 The Brick Ltd. Common Shares The Brick Ltd. 3 30/03/2011 38 2.6 1,432,110 100,000 The Brick Ltd. Common Shares The Brick Ltd. 3 31/03/2011 38 2.58 1,436,110 4,000 The Brick Ltd. Common Shares The Brick Ltd. 3 31/03/2011 38 2.59 1,441,110 5,000 The Brick Ltd. Common Shares The Brick Ltd. 3 31/03/2011 38 2.6 1,444,661 3,551 The Brick Ltd. Common Shares The Brick Ltd. 3 31/03/2011 38 2.62 1,454,661 10,000 The Brick Ltd. Common Shares The Brick Ltd. 3 01/04/2011 38 2.69 0 -1,454,661 The Brick Ltd. Warrants The Brick Ltd. 3 01/03/2011 38 500 500 The Brick Ltd. Warrants The Brick Ltd. 3 02/03/2011 38 16,354 15,854 The Brick Ltd. Warrants The Brick Ltd. 3 02/03/2011 38 26,354 10,000 The Brick Ltd. Warrants The Brick Ltd. 3 03/03/2011 38 26,554 200 The Brick Ltd. Warrants The Brick Ltd. 3 03/03/2011 38 36,554 10,000 The Brick Ltd. Warrants The Brick Ltd. 3 04/03/2011 38 44,554 8,000 The Brick Ltd. Warrants The Brick Ltd. 3 07/03/2011 38 49,554 5,000 The Brick Ltd. Warrants The Brick Ltd. 3 07/03/2011 38 59,554 10,000 The Brick Ltd. Warrants The Brick Ltd. 3 09/03/2011 38 64,654 5,100 The Brick Ltd. Warrants The Brick Ltd. 3 10/03/2011 38 69,254 4,600 The Brick Ltd. Warrants The Brick Ltd. 3 11/03/2011 38 76,254 7,000 The Brick Ltd. Warrants The Brick Ltd. 3 14/03/2011 38 102,054 25,800 The Brick Ltd. Warrants The Brick Ltd. 3 16/03/2011 38 104,754 2,700 The Brick Ltd. Warrants The Brick Ltd. 3 17/03/2011 38 110,754 6,000 The Brick Ltd. Warrants The Brick Ltd. 3 18/03/2011 38 136,554 25,800 The Brick Ltd. Warrants The Brick Ltd. 3 21/03/2011 38 140,454 3,900 The Brick Ltd. Warrants The Brick Ltd. 3 22/03/2011 38 156,254 15,800 The Brick Ltd. Warrants The Brick Ltd. 3 22/03/2011 38 166,254 10,000 The Brick Ltd. Warrants The Brick Ltd. 3 23/03/2011 38 176,254 10,000 The Brick Ltd. Warrants The Brick Ltd. 3 23/03/2011 38 182,154 5,900 The Brick Ltd. Warrants The Brick Ltd. 3 23/03/2011 38 192,108 9,954 The Brick Ltd. Warrants The Brick Ltd. 3 24/03/2011 38 217,962 25,854 The Brick Ltd. Warrants The Brick Ltd. 3 25/03/2011 38 233,762 15,800 The Brick Ltd. Warrants The Brick Ltd. 3 25/03/2011 38 243,762 10,000 The Brick Ltd. Warrants The Brick Ltd. 3 28/03/2011 38 263,762 20,000 The Brick Ltd. Warrants The Brick Ltd. 3 29/03/2011 38 273,762 10,000 The Brick Ltd. Warrants The Brick Ltd. 3 31/03/2011 38 278,262 4,500 The Brick Ltd. Warrants The Brick Ltd. 3 31/03/2011 38 283,762 5,500 The Brick Ltd. Warrants The Brick Ltd. 3 01/04/2011 38 1.74 0 -283,762 The Business, Engineering, Science & Technology Discoveries Fund Inc.

Class L shares, Series I BEST Funds 5 04/04/2011 10 2.06 900

The Business, Engineering, Science & Technology Discoveries Fund Inc.

Class L shares, Series I BEST Funds 5 04/04/2011 10 2.06 300

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4524


T/O Unit Price


Acquired/ Disposed


Class L shares, Series I BEST Funds 5 04/04/2011 10 2.06 155,873 900


Class L shares, Series I BEST Funds 5 05/04/2011 10 2.06 157,273 1,400






Class L shares, Series I BEST Funds 5 07/04/2011 10 2.06 162,973 5,100

The Churchill Corporation Rights Deferred Share Units (DSUs)

Bellstedt, Albrecht Wilhelm Albert

4 04/04/2011 56 19.87 11,539 1,258


Hanrahan, Wendy 4 04/04/2011 56 19.87 7,267 1,227


Houck, James Curtis 5 01/04/2011 56 19.9 10,164 1,676


Houck, James Curtis 5 04/04/2011 56 19.28 10,453 289


King, Harry 4 04/04/2011 56 19.87 9,233 1,007


LeMay, David 5 04/04/2011 56 19.15 615 60


Loberg, Carmen Richard 4 04/04/2011 56 19.87 11,198 1,384


mcpherson, allister john 4 04/04/2011 56 9,233 1,007


REID, HENRY ROBERT 4 04/04/2011 56 19.87 10,215 1,196


Reid, Ian MacNevin 4 04/04/2011 56 19.87 14,739 1,287


Sands, Daryl 5 04/04/2011 56 19.28 1,598 192


Schneider, George Michael 4 04/04/2011 56 19.87 9,233 1,007


Tod, Brian William Leslie 4 04/04/2011 56 19.87 9,233 1,007

The Forzani Group Ltd. Units Performance Stock Units

Appelman, Melody Joy 5 05/04/2011 56 5,549 3,200



The Forzani Group Ltd. Units Restricted Stock Units




The Forzani Group Ltd. Units Preferred Share Units

burnet, richard 5 05/04/2011 56 32,611 9,150


burnet, richard 5 05/04/2011 56 10,521 3,920


Carriere, Mona 7 05/04/2011 56 13,868 4,590


Carriere, Mona 7 05/04/2011 56 4,958 1,970


Clements, Stephen Lee 5 05/04/2011 56 7,843 3,140


Clements, Stephen Lee 5 05/04/2011 56 2,822 1,350


Garner, Terry 5 05/04/2011 56 4,835 2,230


Garner, Terry 5 05/04/2011 56 3,287 960


Handford, Matthew Robert 5 05/04/2011 56 36,287 12,860


Handford, Matthew Robert 5 05/04/2011 56 11,806 5,510


Hindman, Mark 5 05/04/2011 56 6,138 3,490

The Forzani Group Ltd. Units Restricted STock Units

Hindman, Mark 5 05/04/2011 56 2,570 1,500

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4525


T/O Unit Price


Acquired/ Disposed


Hould, John 7 05/04/2011 56 7,230


Hould, John 7 05/04/2011 56 24,791 7,230


Hould, John 7 05/04/2011 56 3,100


Hould, John 7 05/04/2011 56 7,893 3,100


Johnston, Evan 5 05/04/2011 56 9,726 5,610


Johnston, Evan 5 05/04/2011 56 15,336 5,610


Johnston, Evan 5 05/04/2011 56 4,132 2,400


lambert, keith 7 05/04/2011 56 27,229 8,790


lambert, keith 7 05/04/2011 56 9,500 3,770


Lambert, Michael Robert 5 05/04/2011 56 40,902 7,000


Lambert, Michael Robert 5 05/04/2011 56 27,464 3,000


Lemens, Troy Joseph Serge

5 05/04/2011 56 6,025 1,980


Lemens, Troy Joseph Serge

5 05/04/2011 56 2,527 850


McKinnon, Chad Michael 5 05/04/2011 56 14,483 8,130


McKinnon, Chad Michael 5 05/04/2011 56 5,975 3,480


MEDITSKOS, Ilona E 5 05/04/2011 56 8,576 2,880


MEDITSKOS, Ilona E 5 05/04/2011 56 3,009 1,230


Michael, Kreuger 5 05/04/2011 56 4,053 1,600


Michael, Kreuger 5 05/04/2011 56 2,288 680

The Forzani Group Ltd. Units Performance Stock Untis

Quinn, Thomas 5 05/04/2011 56 96,354 54,830


Reid, Paul Keith 5 05/04/2011 56 3,890 2,460


Reid, Paul Keith 5 05/04/2011 56 1,907 1,050


Rolston, Heidi Jeanne Margaret

5 05/04/2011 56 6,987 2,740


Rolston, Heidi Jeanne Margaret

5 05/04/2011 56 2,602 1,180


Sampson, Tom 5 05/04/2011 56 10,919 4,860


Sampson, Tom 5 05/04/2011 56 4,115 2,080


Sartor, Robert 4, 5 05/04/2011 56 151,935 89,650


Stone, Douglas George 5 05/04/2011 56 10,778 4,130


Stone, Douglas George 5 05/04/2011 56 4,101 1,770

The Forzani Group Ltd. Trust Units Performance Stock Units

Tremblay, Jean-Stéphane 5 05/04/2011 56 35,152 9,820


Tremblay, Jean-Stéphane 5 05/04/2011 56 30,992 4,210


Watt, Eric 5 05/04/2011 56 6,088 2,000


Watt, Eric 5 05/04/2011 56 2,553 860


white, richard jay 7 05/04/2011 56 29,618 10,820

The Forzani Group Ltd. Units Restricted Stock Unit

white, richard jay 7 05/04/2011 56 10,100 4,640


Woodhouse, Nicholas John 5 05/04/2011 56 7,382 3,170

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4526


T/O Unit Price


Acquired/ Disposed


Woodhouse, Nicholas John 5 05/04/2011 56 3,102 1,360

The Jean Coutu Group (PJC) Inc.

Subordinate Voting Shares Catégorie A

Le Groupe Jean Coutu (PJC) Inc.

1 01/03/2011 38 139,200 -74,000




1 02/03/2011 38 74,000 -65,200




1 03/03/2011 38 0 -74,000

The Skor Food Group Inc. Common Shares lewis, john 1 07/04/2011 10 1.32 591,000 -10,000 The Toronto-Dominion Bank Common Shares CUSIP

891160 50 9 Ahmed, Riaz 5 06/04/2011 51 42.9 120,422 40,000

The Toronto-Dominion Bank Common Shares CUSIP 891160 50 9

Ahmed, Riaz 5 06/04/2011 10 84.75 80,422 -40,000

The Toronto-Dominion Bank Options Ahmed, Riaz 5 06/04/2011 51 42.9 238,164 -40,000

The Westaim Corporation Deferred Share Units Reeve, James Brian 7 31/03/2011 56 0.55 53,269 17,727 The Westaim Corporation Deferred Share Units Walter, Bruce V. 4 31/03/2011 56 0.55 1,309,198 45,909 Thomson Reuters Corporation

Common Shares Beattie, William Geoffrey 4, 6, 5 15/06/2010 30 37.04 2,409 19

Thomson Reuters Corporation







Common Shares Binet, David W. 6, 5 31/12/2010 30 37.27 2,201 66


Common Shares Binet, David W. 6, 5 31/03/2011 30 37.27 66


Common Shares The Woodbridge Company Limited

3 31/03/2011 47 38.19 457,824,103 -20,000


Common Shares The Woodbridge Company Limited

3 31/03/2011 10 38.19 457,844,103 20,000


Deferred Share Units Turner, David Harold William

5 31/03/2011 56 39.52 47,901 7,745


Common Shares Warwick, Peter 7 01/04/2011 97 51,226 34,111


Deferred Share Units Warwick, Peter 7 01/04/2011 97 41,086 16,816


Options Warwick, Peter 7 01/04/2011 97 590,870 72,180


Restricted Share Units Warwick, Peter 7 01/04/2011 97 150,631 2,775

Thundermin Resources Inc. Options Incentive Stock Options

McCarter, Peter Norman 4 03/01/2004 00

Thundermin Resources Inc. Options Incentive Stock Options

McCarter, Peter Norman 4 03/01/2004 00 315,000

Tim Hortons Inc. Common Shares Tim Hortons Inc. 1 01/03/2011 38 42.73 76,100 76,100 Tim Hortons Inc. Common Shares Tim Hortons Inc. 1 01/03/2011 38 0 -76,100 Tim Hortons Inc. Common Shares Tim Hortons Inc. 1 02/03/2011 38 42.912 71,400 71,400 Tim Hortons Inc. Common Shares Tim Hortons Inc. 1 02/03/2011 38 0 -71,400 Tim Hortons Inc. Common Shares Tim Hortons Inc. 1 03/03/2011 38 43.179 70,000 70,000 Tim Hortons Inc. Common Shares Tim Hortons Inc. 1 03/03/2011 38 0 -70,000 Tim Hortons Inc. Common Shares Tim Hortons Inc. 1 04/03/2011 38 43.132 70,000 70,000 Tim Hortons Inc. Common Shares Tim Hortons Inc. 1 04/03/2011 38 0 -70,000 Tim Hortons Inc. Common Shares Tim Hortons Inc. 1 07/03/2011 38 42.912 70,000 70,000 Tim Hortons Inc. Common Shares Tim Hortons Inc. 1 07/03/2011 38 0 -70,000 Tim Hortons Inc. Common Shares Tim Hortons Inc. 1 08/03/2011 38 43.545 70,000 70,000 Tim Hortons Inc. Common Shares Tim Hortons Inc. 1 08/03/2011 38 0 -70,000 Tim Hortons Inc. Common Shares Tim Hortons Inc. 1 09/03/2011 38 43.736 70,000 70,000 Tim Hortons Inc. Common Shares Tim Hortons Inc. 1 09/03/2011 38 0 -70,000 Tim Hortons Inc. Common Shares Tim Hortons Inc. 1 10/03/2011 38 44.234 70,000 70,000 Tim Hortons Inc. Common Shares Tim Hortons Inc. 1 10/03/2011 38 0 -70,000 Tim Hortons Inc. Common Shares Tim Hortons Inc. 1 11/03/2011 38 43.863 70,000 70,000 Tim Hortons Inc. Common Shares Tim Hortons Inc. 1 11/03/2011 38 0 -70,000 Tim Hortons Inc. Common Shares Tim Hortons Inc. 1 14/03/2011 38 43.8 70,000 70,000 Tim Hortons Inc. Common Shares Tim Hortons Inc. 1 14/03/2011 38 0 -70,000 Tim Hortons Inc. Common Shares Tim Hortons Inc. 1 15/03/2011 38 43.227 70,000 70,000 Tim Hortons Inc. Common Shares Tim Hortons Inc. 1 15/03/2011 38 0 -70,000 Tim Hortons Inc. Common Shares Tim Hortons Inc. 1 16/03/2011 38 43.179 70,000 70,000 Tim Hortons Inc. Common Shares Tim Hortons Inc. 1 16/03/2011 38 0 -70,000 Tim Hortons Inc. Common Shares Tim Hortons Inc. 1 17/03/2011 38 43.667 58,706 58,706 Tim Hortons Inc. Common Shares Tim Hortons Inc. 1 17/03/2011 38 0 -58,706 Tim Hortons Inc. Common Shares Toop, R. Scott 5 15/03/2011 30 43.33 1,511 100

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4527


T/O Unit Price


Acquired/ Disposed

Tim Hortons Inc. Common Shares Toop, R. Scott 5 15/03/2011 30 43.36 1,526 15 Timmins Gold Corp. Common Shares Fraser, R. Barry 4, 5 03/12/2010 00 Timmins Gold Corp. Options Fraser, R. Barry 4, 5 03/12/2010 00 Timmins Gold Corp. Warrants Fraser, R. Barry 4, 5 03/12/2010 00 Timmins Gold Corp. Common Shares Pacific Road Holdings NV 3 31/03/2011 10 2.52 2,900

Timmins Gold Corp. Common Shares Pacific Road Holdings NV 3 31/03/2011 10 2.52 20,998,347 -2,900

Timmins Gold Corp. Common Shares Pacific Road Holdings NV 3 04/04/2011 10 2.52 48,000









Tirex Resources Ltd. Options Bernard, Shoni Lee 5 07/04/2011 51 0.165 185,000 -25,000 Tirex Resources Ltd. Options Bernard, Shoni Lee 5 07/04/2011 51 0.165 210,000 25,000 Tirex Resources Ltd. Common Shares Richards, Jonathan Rene 5 30/03/2011 51 0.17 65,000 45,000 Tirex Resources Ltd. Common Shares Richards, Jonathan Rene 5 30/03/2011 51 0.2 100,000 35,000 Tirex Resources Ltd. Options Richards, Jonathan Rene 5 30/03/2011 51 0.165 285,000 -45,000 Tirex Resources Ltd. Options Richards, Jonathan Rene 5 30/03/2011 51 0.2 250,000 -35,000 Tirex Resources Ltd. Common Shares Slusarchuk, Bryan James

Rees4 30/03/2011 10 1.07 300,000 1,000

Tirex Resources Ltd. Common Shares Slusarchuk, Bryan James Rees

4 30/03/2011 10 1.05 305,000 5,000

Titan Uranium Inc. Options FUNSTON, BEV 5 01/04/2011 00 110,000 Toromont Industries Ltd. Common Shares Casson, Randall 7, 2 31/12/2010 30 12,909 972 Toromont Industries Ltd. Rights Deferred Share

Units (cash settled) Casson, Randall 7, 2 01/04/2011 56 30.82 5,185 27

Toromont Industries Ltd. Common Shares Cuddy, Mike 7 31/12/2010 30 105 2 Toromont Industries Ltd. Rights Deferred Share

Units (cash settled) Cuddy, Mike 7 01/04/2011 56 30.82 3,297 17

Toromont Industries Ltd. Rights Deferred Share Units (cash settled)

Franklin, Robert 4 31/03/2011 56 30.65 8,610 363


Franklin, Robert 4 01/04/2011 56 30.82 8,653 43


GALLOWAY, DAVID ALEXANDER

4 31/03/2011 56 30.65 15,490 710


GALLOWAY, DAVID ALEXANDER

4 01/04/2011 56 30.82 15,567 77

Toromont Industries Ltd. Common Shares Jewer, Paul Randolph 5 31/12/2010 30 141 3 Toromont Industries Ltd. Rights Deferred Share

Units (cash settled) Jewer, Paul Randolph 5 01/04/2011 56 30.82 12,498 65

Toromont Industries Ltd. Common Shares McLeod, Steven Douglas 5 31/12/2010 30 1,189 138 Toromont Industries Ltd. Rights Deferred Share

Units (cash settled) McLeod, Steven Douglas 5 01/04/2011 56 30.82 1,631 8

Toromont Industries Ltd. Common Shares Medhurst, Scott 7 31/12/2010 30 272 6 Toromont Industries Ltd. Rights Deferred Share

Units (cash settled) Medhurst, Scott 7 01/04/2011 56 30.82 4,117 21

Toromont Industries Ltd. Common Shares Wetherald, David 5 31/12/2010 22 243 Toromont Industries Ltd. Common Shares Wetherald, David 5 31/12/2010 30 478 243 Toromont Industries Ltd. Rights Deferred Share

Units (cash settled) Wetherald, David 5 01/04/2011 56 30.82 6,739 35

Torquay Oil Corp. Common Shares Class A Elliott International Capital Advisors Inc.

3 01/04/2011 10 1.9422 3,055,200 22,800


3 04/04/2011 10 1.7051 3,070,500 15,300


3 05/04/2011 10 1.654 3,083,280 12,780


3 06/04/2011 10 1.6431 3,138,720 55,440

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4528


T/O Unit Price


Acquired/ Disposed

Torquay Oil Corp. Common Shares Class A Singer, Paul Elliott 3 01/04/2011 10 1.9422 2,036,800 15,200




Torstar Corporation Rights Deferred Share Units

Armstrong, Peter Alan 4 31/03/2011 56 13,504 799


Babick, Donald 4 31/03/2011 56 17,006 821


Berger, Elaine Margaret Ellen

4 31/03/2011 56 13,504 799


Cruickshank, John Douglas 5 01/01/2009 00


Cruickshank, John Douglas 5 31/03/2011 56 12,364 12,364


Dea, Joan 4 31/03/2011 56 14,233 1,142

Torstar Corporation Options Class B non-voting shares

DeMarchi, Lorenzo John David

5 14/03/2011 52 227,562 -14,000


Harvey, Campbell Russell 3, 4 13/03/2008 52 16,400 -4,000






Harvey, Campbell Russell 3, 4 31/03/2011 56 19,654 838


Hayes, Donna Marie 7 14/03/2011 52 468,283 -12,500


Hewitt, Patricia Louise 5 14/03/2011 52 71,500 -10,000


Holland, David Patrick 4, 5 14/03/2011 52 758,250 -24,000


Holland, David Patrick 4, 5 31/03/2011 56 2,612 17


Honderich, John Allen 3, 4 31/03/2011 56 17,325 823


Hughes, Linda 4 31/03/2011 56 1,677 1,070


Jauernig, Daniel 4 31/03/2011 56 19,967 1,483


McLeod, Ian Alexander 7 14/03/2011 52 3,296 -14,000


Oliver, Ian Alan 7 14/03/2011 52 116,736 -10,000


Oliver, Ian Alan 7 31/03/2011 56 12,146 79


Romanow, Roy 4 31/03/2011 56 17,839 827


Samji, Alnasir Hussein Habib

4 31/03/2011 56 21,606 1,555


Smith, David Todd 5 14/03/2011 52 124,046 -14,000


Strolight, Tomer 7 31/03/2011 56 3,420 22


Thall, Martin 4 31/03/2011 56 19,654 838


Weiss, Paul Raymond 4 31/03/2011 56 12,102 1,138


Yaffe, Phyllis 4 31/03/2011 56 12,102 1,138

Total Energy Services Inc. Common Shares Fletcher, Gregory Scott 4 04/04/2011 10 17.08 137,000 3,000 Total Energy Services Inc. Common Shares Gorbach, Yuliya 5 08/04/2011 10 16.54 1,355 -8,900 Total Energy Services Inc. Common Shares Macson, Bradley John 5 25/03/2011 10 17 -25,000 Total Energy Services Inc. Common Shares Macson, Bradley John 5 25/03/2011 10 17 65,999 -25,000 Total Energy Services Inc. Common Shares Total Energy Services Inc 1 07/04/2011 10 16.378 27,800 7,800 Total Energy Services Inc. Common Shares Total Energy Services Inc 1 08/04/2011 10 16.6 30,000 2,200 Transat A.T. inc. Action à droit de vote de

catégorie B Simoneau, Jacques 4 08/04/2011 10 11.5 5,440 200

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4529


T/O Unit Price


Acquired/ Disposed

Transat A.T. inc. Action à droit de vote de catégorie B

Simoneau, Jacques 4 08/04/2011 10 11.55 5,500 60

Transat A.T. inc. Action à droit de vote de catégorie B

Simoneau, Jacques 4 08/04/2011 10 11.6 5,900 400

TransCanada Corporation Common Shares Becker, Steven D. 5 04/04/2011 10 39.69 15,721 5,000 TransCanada Corporation Common Shares Murray, Geoff 7 01/04/2009 00 TransCanada Corporation Common Shares Murray, Geoff 7 31/03/2011 51 21.43 1,600 1,600 TransCanada Corporation Common Shares Murray, Geoff 7 31/03/2011 10 39.22 400 -1,200 TransCanada Corporation Common Shares Murray, Geoff 7 31/03/2011 10 39.21 0 -400 TransCanada Corporation Options Options granted

Feb. 25, 2002 @ $21.430 CDN

Murray, Geoff 7 31/03/2011 51 0 -1,600

TransForce Inc. Deferred Share Units Saputo, Emanuele 6 31/03/2011 56 13.92 15,917 1,023 TransForce Inc. Deferred Share Units Saputo, Joey 4 31/03/2011 56 13.92 12,528 1,230 TransGlobe Energy Corporation

Common Shares Chase, Geoffrey Charles 4 04/04/2011 10 14.75 60,000 -2,500

Transition Therapeutics Inc. Common Shares Damiani, Carl 5 04/04/2011 10 4.34 5,992 -5,000

Trelawney Mining and Exploration Inc.

Options Beilhartz, David Ervine 5 04/04/2011 50 4.74 1,125,000 450,000


Options Cole, George 4 04/04/2011 50 4.74 790,000 300,000


Options Fairbairn, James Neville 4, 5 04/04/2011 50 590,000 300,000


Options Gibson, Gregory 4, 5 04/04/2011 50 4.74 1,795,000 450,000


Options Irwin, Christopher 4 04/04/2011 50 850,000 300,000


Options Mohan, Patrick 4 04/04/2011 50 4.74 790,000 300,000


Options Tinajero, Andres 5 04/04/2011 50 4.74 462,000 250,000

Tri Origin Exploration Ltd. Common Shares Pinetree Capital Ltd. 3 07/03/2011 00 Tri Origin Exploration Ltd. Common Shares Pinetree Capital Ltd. 3 07/03/2011 00 6,802,900 Trican Well Service Ltd. Options Employee Stock

Options Baldwin, Michael Andrew 5 05/04/2011 50 279,400 24,400

Trican Well Service Ltd. Performance Unit Awards (PSUs)

Baldwin, Michael Andrew 5 05/04/2011 56 7,700 7,700

Trican Well Service Ltd. Options Employee Stock Options

Charlton, David L. 5 05/04/2011 50 187,800 22,800


Charlton, David L. 5 05/04/2011 56 7,200 7,200


Cox, Robert, John 5 05/04/2011 50 246,800 22,800


Cox, Robert, John 5 05/04/2011 56 7,200 7,200


Croft, Bonita Maria 5 05/04/2011 50 233,200 18,200


Croft, Bonita Maria 5 05/04/2011 56 5,750 5,750


Dusterhoft, Dale M. 5 05/04/2011 50 431,200 56,200


Dusterhoft, Dale M. 5 05/04/2011 56 17,700 17,700


Jones, David R. 5 05/04/2011 50 63,300 15,300


Jones, David R. 5 30/07/2010 00


Jones, David R. 5 05/04/2011 56 4,850 4,850


Kelly, Michael Grant 5 05/04/2011 56 8,650 8,650


Luft, Donald R. 4, 5 05/04/2011 50 499,450 56,200


Luft, Donald R. 4, 5 05/04/2011 56 17,700 17,700


Redmond, Steven, Jeffrey 5 05/04/2011 50 145,300 15,300


Redmond, Steven, Jeffrey 5 05/04/2011 56 4,850 4,850

Trimac Transportation Ltd. Common Shares Class A Trimac Transportation Ltd. 1 31/03/2011 38 0 -700,000

Trinidad Drilling Ltd. Common Shares Bolster, Lesley Marie 5 15/03/2011 00

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4530


T/O Unit Price


Acquired/ Disposed

Trinidad Drilling Ltd. Common Shares Bolster, Lesley Marie 5 05/04/2011 30 119 119 119 Trinidad Drilling Ltd. Options Bolster, Lesley Marie 5 15/03/2011 00 Trinidad Drilling Ltd. Options Bolster, Lesley Marie 5 05/04/2011 50 25,000 25,000 Trinidad Drilling Ltd. Rights Performance

Share Units Bolster, Lesley Marie 5 15/03/2011 00

Trinidad Drilling Ltd. Rights Performance Share Units

Bolster, Lesley Marie 5 05/04/2011 50 6,208 6,208


Bolster, Lesley Marie 5 05/04/2011 50 18,208 12,000


Bolster, Lesley Marie 5 05/04/2011 35 18,307 99


Clemett, Jason John 5 05/04/2011 50 77,257 30,000


Clemett, Jason John 5 05/04/2011 35 77,674 417

Trinidad Drilling Ltd. Options Conway, Brent John 5 05/04/2011 52 547,235 -393,521 Trinidad Drilling Ltd. Options Conway, Brent John 5 05/04/2011 52 180,137 -367,098 Trinidad Drilling Ltd. Rights Performance

Share Units Conway, Brent John 5 05/04/2011 35 224,246 1,204

Trinidad Drilling Ltd. Rights Deferred Share Units

Dargan, Naveen 4 05/04/2011 35 63


Dargan, Naveen 4 05/04/2011 35 52,266 233


Gibson, Brock William 4 05/04/2011 35 22,867 123


Heier, Michael Erskine 4 05/04/2011 35 63


Heier, Michael Erskine 4 05/04/2011 35 52,266 233


Lachance, Adrian Victor 5 05/04/2011 35 180,818 972


Oke, Edward Langdon 5 05/04/2011 50 46,331 20,000


Oke, Edward Langdon 5 05/04/2011 35 46,581 250


Powers, Lewis Wetzel Jody 4 05/04/2011 35 63


Powers, Lewis Wetzel Jody 4 05/04/2011 35 52,266 233


Russell, Robert Lee 5 05/04/2011 35 180,818 972


Stickland, Ken Stanley 4 05/04/2011 35 63


Stickland, Ken Stanley 4 05/04/2011 35 52,266 233

Trinidad Drilling Ltd. Options Whitmarsh, Lyle Clarence 4 05/04/2011 52 564,602 -405,818 Trinidad Drilling Ltd. Options Whitmarsh, Lyle Clarence 4 05/04/2011 52 185,876 -378,726 Trinidad Drilling Ltd. Rights Performance

Share Units Whitmarsh, Lyle Clarence 4 05/04/2011 35 423,752 2,278

TrustMark Auto Group, Inc. Common Shares Hamilton Ventures Ltd. 5 07/04/2011 10 0.015 729,500 -59,000

TrustMark Auto Group, Inc. Common Shares HAMILTON, KIMBERLY 3 07/04/2011 10 0.015 1,626,500 -318,500

TrustMark Auto Group, Inc. Common Shares HAMILTON, RODNEY J 4 07/04/2011 10 0.015 1,184,500 -318,500

TSO3 inc. Common Shares Robitaille, Simon 4, 5 31/03/2011 30 1.5315 66,447 1,005 TSO3 inc. Common Shares Tremblay, France 5 31/03/2011 30 1.5315 2,671 146 TVI Pacific Inc. Common Shares Perez, Yulo 7 05/04/2011 10 0.09 0 -250,000 Twin Butte Energy Ltd. Common Shares Trickett, William Austin 4 01/04/2011 10 3.44 485,724 -1,500 Twin Butte Energy Ltd. Common Shares Trickett, William Austin 4 04/04/2011 10 3.44 480,724 -5,000 Twin Butte Energy Ltd. Common Shares Trickett, William Austin 4 04/04/2011 10 3.45 477,224 -3,500 Twoco Petroleums Ltd. Warrants Bashforth, Timothy 4, 5 31/03/2011 55 0 -62,500 Twoco Petroleums Ltd. Warrants Malinowski, Wayne Andrew 3, 4, 5 01/04/2011 55 0 -182,500

Twoco Petroleums Ltd. Warrants Malinowski, Wayne Andrew 3, 4, 5 01/04/2011 55 0 -50,000

Twoco Petroleums Ltd. Warrants Williams, James Albert Walter

4 31/03/2011 55 0 -40,000

Tyhee Development Corp Options Kent, Cory Harrison 5 06/08/2009 50 0.13 77,000 Tyhee Development Corp Options Kent, Cory Harrison 5 06/08/2009 50 0.13 858,500 77,000 Tyhee Gold Corp Options Narsaiya, Ravina Rajan 5 18/03/2011 52 0.21 -271,500 Tyhee Gold Corp Options Narsaiya, Ravina Rajan 5 18/03/2011 52 0.21 1,099,000 -271,500 Uni-Sélect Inc. Common Shares Landreville, Jacques 4, 5 31/03/2011 47 26.12 21,837 -400

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4531


T/O Unit Price


Acquired/ Disposed

Uni-Sélect Inc. Common Shares Landreville, Jacques 4, 5 05/04/2011 47 26.8 19,912 -1,925 United Corporations Limited Common Shares United-Connected Holdings

Corp. 3 30/03/2011 10 46.8 2,556,542 1,000

United Corporations Limited Common Shares United-Connected Holdings Corp.

3 31/03/2011 10 47.179 2,557,242 700

United Corporations Limited Common Shares United-Connected Holdings Corp.

3 01/04/2011 10 47.25 2,558,642 1,400

Upper Canada Gold Corporation

Common Shares Conroy, Behn 5 04/04/2011 30 0.2475 277,408 29,091

Uranium Focused Energy Fund

Trust Units Uranium Focused Energy Fund

1 01/04/2011 10 4.05 17,213,778 -4,000



1 04/04/2011 38 4 17,214,378 600



1 06/04/2011 38 3.9 17,215,578 1,200



1 06/04/2011 38 3.92 17,217,578 2,000



1 07/04/2011 38 3.91 17,219,578 2,000

Uranium One Inc. Common Shares Muller, Theunis Christian 5 07/04/2011 10 4.11 225 225 Uranium One Inc. Common Shares Yampolskiy, Ilya 4 07/05/2010 00 Uranium One Inc. Common Shares Yampolskiy, Ilya 4 24/03/2011 10 4.34 5,000 5,000 Uranium One Inc. Common Shares Yampolskiy, Ilya 4 05/04/2011 10 4.03 24,000 19,000 ValGold Resources Ltd. Options BERNER, SARGENT

HARRIS 4 05/04/2011 50 0.31 250,000 30,000

ValGold Resources Ltd. Common Shares Sadhra, Michael 4 05/04/2011 00 247,000 ValGold Resources Ltd. Options Sadhra, Michael 4 05/04/2011 00 125,000 ValGold Resources Ltd. Warrants Sadhra, Michael 4 05/04/2011 00 110,000 Valterra Resource Corporation

Common Shares Page, Derek Lawrence 4 22/03/2011 11 0.05 1,283,606 300,000

Valterra Resource Corporation

Warrants Page, Derek Lawrence 4 16/11/2006 00

Valterra Resource Corporation

Warrants Page, Derek Lawrence 4 22/03/2011 11 0.1 300,000 300,000

Vector Aerospace Corporation

Lock-up agreements EUROCOPTER HOLDING SAS

3 27/03/2011 00



3 27/03/2011 00



3 27/03/2011 00


Common Shares Employee Share Purchase Plan

Thompson, Brian Lee 7 31/12/2009 30 6.03 3,280 233


Common Shares Employee Share Purchase Plan

Thompson, Brian Lee 7 31/12/2010 30 6.99 7,699 2,238

Vencan Gold Corporation Options Heng, Joseph, Ching-Hiang 4 07/08/2008 50 0.1 95,000

Vencan Gold Corporation Options Heng, Joseph, Ching-Hiang 4 07/08/2008 50 0.1 695,000 95,000

Vencan Gold Corporation Options Iannone, Alex 4 07/08/2008 50 0.1 25,000 Vencan Gold Corporation Options Iannone, Alex 4 07/08/2008 50 0.1 150,000 25,000 Vencan Gold Corporation Options McKinnon, Jacob 8 07/08/2008 50 0.1 80,000 Vencan Gold Corporation Options McKinnon, Jacob 8 07/08/2008 50 0.1 425,000 80,000 Vencan Gold Corporation Options McKinnon, Kirk 4, 5 07/08/2008 50 0.1 400,000 Vencan Gold Corporation Options McKinnon, Kirk 4, 5 07/08/2008 50 0.1 2,925,000 400,000 Vencan Gold Corporation Options Nykoliation, Brent 4 07/08/2008 50 0.1 75,000 Vencan Gold Corporation Options Nykoliation, Brent 4 07/08/2008 50 0.1 325,000 75,000 Vencan Gold Corporation Options Schler, Richard 4, 5 07/08/2008 50 0.1 350,000 Vencan Gold Corporation Options Schler, Richard 4, 5 07/08/2008 50 0.1 2,460,000 350,000 Vencan Gold Corporation Options Wolfe, Elgin M 4 07/08/2008 50 0.1 120,000 Vencan Gold Corporation Options Wolfe, Elgin M 4 07/08/2008 50 0.1 1,045,000 120,000 Veraz Petroleum Ltd. Common Shares Libra Advisors, LLC 3 05/04/2011 10 0.886 3,826,500 -173,500 Veresen Inc. Common Shares Lynch, Patrick Maurice 5 01/04/2011 00 500 Vermilion Energy Inc. Common Shares Donadeo, Lorenzo 4, 5 05/04/2011 10 50.5 3,557,533 -2,000 Vermilion Energy Inc. Common Shares Donadeo, Lorenzo 4, 5 05/04/2011 10 50.51 3,555,533 -2,000 Vermilion Energy Inc. Common Shares Donadeo, Lorenzo 4, 5 05/04/2011 10 50.48 3,554,833 -700 Vermilion Energy Inc. Common Shares Mac Dougall, G.R. (Bob) 5 01/09/2010 00 Vermilion Energy Inc. Common Shares Mac Dougall, G.R. (Bob) 5 01/09/2010 00 Vermilion Energy Inc. Common Shares Mac Dougall, G.R. (Bob) 5 01/09/2010 00 Vermilion Energy Inc. Common Shares Mac Dougall, G.R. (Bob) 5 01/09/2010 00 80,668 Vermilion Energy Inc. Common Shares Sider, Peter 5 04/04/2011 10 50.23 18,899 -67 Vermilion Energy Inc. Common Shares Sider, Peter 5 04/04/2011 10 50.22 18,699 -200 Vermilion Energy Inc. Common Shares Sider, Peter 5 04/04/2011 10 50.17 18,499 -200

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4532


T/O Unit Price


Acquired/ Disposed

Vermilion Energy Inc. Common Shares Sider, Peter 5 04/04/2011 10 50.05 18,199 -300 Vermilion Energy Inc. Common Shares Sider, Peter 5 04/04/2011 10 50.22 18,099 -100 Vermilion Energy Inc. Common Shares Sider, Peter 5 04/04/2011 10 50.02 17,399 -700 Vermilion Energy Inc. Common Shares Sider, Peter 5 04/04/2011 10 50.21 17,199 -200 Vermilion Energy Inc. Common Shares Sider, Peter 5 04/04/2011 10 50.2 17,099 -100 Vermilion Energy Inc. Common Shares Sider, Peter 5 04/04/2011 10 50.19 16,899 -200 Vermilion Energy Inc. Common Shares Sider, Peter 5 04/04/2011 10 50.2 16,699 -200 Vermilion Energy Inc. Common Shares Sider, Peter 5 04/04/2011 10 50.21 16,499 -200 Vermilion Energy Inc. Common Shares Sider, Peter 5 04/04/2011 10 50.22 16,399 -100 Vermilion Energy Inc. Common Shares Sider, Peter 5 04/04/2011 10 50.21 16,199 -200 Vermilion Energy Inc. Common Shares Sider, Peter 5 04/04/2011 10 50.25 15,699 -500 Vermilion Energy Inc. Common Shares Sider, Peter 5 04/04/2011 10 50.18 13,199 -2,500 Vermilion Energy Inc. Common Shares Sider, Peter 5 04/04/2011 10 50.41 13,099 -100 Vermilion Energy Inc. Common Shares Sider, Peter 5 04/04/2011 10 50.22 12,999 -100 Vermilion Energy Inc. Common Shares Sider, Peter 5 04/04/2011 10 50.23 12,799 -200 Vermilion Energy Inc. Common Shares Sider, Peter 5 04/04/2011 10 50.4 9,499 -3,300 Vermilion Energy Inc. Common Shares Sider, Peter 5 04/04/2011 10 50.33 9,299 -200 Vermilion Energy Inc. Common Shares Sider, Peter 5 04/04/2011 10 50.33 9,099 -200 Viper Gold Ltd. Options Ramachandran, Ram 4 04/04/2011 00 100,000 Visible Gold Mines Inc. Options curtis, Michael Charles

Peter4 28/03/2011 00

Visible Gold Mines Inc. Options curtis, Michael Charles Peter

4 05/04/2011 50 0.425 55,000 55,000

Viterra Inc. Common Shares Ast, Edward Arthur 2 31/03/2011 30 11.992 10,926 117 Viterra Inc. Common Shares Bell, James Russell 5 31/03/2011 30 11.992 7,701 169 Viterra Inc. Common Shares Berger, Steven 5 31/03/2011 30 11.992 19,944 90 Viterra Inc. Common Shares Brooks, Mike A. 5 31/03/2011 30 11.992 915 69 Viterra Inc. Common Shares Cameron, Ronald Gordon 5 31/03/2011 30 11.992 32,213 137 Viterra Inc. Common Shares Chapman, Don 5 05/04/2011 30 11.88 25,405 359 Viterra Inc. Common Shares Gerrand, Karl 5 31/03/2011 30 11.992 15,743 162 Viterra Inc. Common Shares Miller, Robert Dana 5 31/03/2011 30 11.992 25,545 196 Viterra Inc. Common Shares Mooney, William 5 31/03/2011 30 11.992 12,354 139 Viterra Inc. Common Shares Schmidt, Mayo 5 31/03/2011 30 11.992 602,014 157 Viterra Inc. Common Shares Smith, Kelley Jo 5 31/03/2011 30 11.992 4,476 100 Viterra Inc. Common Shares Theaker, Grant 5 31/03/2011 30 11.099 121 Viterra Inc. Common Shares Theaker, Grant 5 31/03/2011 30 11.992 13,477 121 Viterra Inc. Common Shares Wonnacott, Doug 5 31/03/2011 30 11.992 15,559 113 Volta Resources Inc. Common Shares Bullock, Kevin 4, 5 04/04/2011 10 1.96 10,000 5,000 Vuzix Corporation Common Shares Lee, William 4 05/04/2011 10 0.08 129,000 19,000 Wajax Corporation Rights Directors' Deferred

Share Unit Plan Barrett, Edward Malcolm 4 31/03/2011 56 39.38 16,652 245

Wajax Corporation Rights Directors' Deferred Share Unit Plan

Bourne, Ian Alexander 4 31/03/2011 56 39.38 7,603 238


Carty, Douglas 4 31/03/2011 56 39.38 2,514 245


Dexter, Robert P. 4 31/03/2011 56 39.38 36,085 489


Duvar, Ivan E. H. 4 31/03/2011 56 39.38 13,703 224


Eby, John Clifford 4 31/03/2011 56 39.38 8,026 314


Gagne, Paul Ernest 4 31/03/2011 56 39.38 22,734 460


Hole, James Douglas 4 31/03/2011 56 39.38 14,105 489


Nielsen, Valerie Anne Abernethy

4 31/03/2011 56 39.38 31,203 403


Taylor, Alelxander S. 4 31/03/2011 56 39.38 2,873 324

Wenzel Downhole Tools Ltd. Common Shares Boychuk, Henry Ronald 3 04/04/2011 10 2.28 6,494,673 -1,000


Insider Reporting

April 15, 2011 (2011) 34 OSCB 4533


T/O Unit Price


Acquired/ Disposed



Wenzel Downhole Tools Ltd. Common Shares Boychuk, Henry Ronald 3 05/04/2011 10 2.3 6,483,073 -700

West Fraser Timber Co. Ltd. Deferred Share Unit Binkley, Clark 4 31/03/2011 56 11,278 319

West Fraser Timber Co. Ltd. Deferred Share Unit Binkley, Clark 4 01/04/2011 56 11,304 26

West Fraser Timber Co. Ltd. Deferred Share Unit Gibson, J. Duncan 4 01/04/2011 56 5,322 12

West Fraser Timber Co. Ltd. Deferred Share Unit Hughes, Larry Sanford 5 01/04/2011 56 1,684 3

West Fraser Timber Co. Ltd. Deferred Share Unit Ludwig, Harald Horst 4 31/03/2011 56 12,796 155

West Fraser Timber Co. Ltd. Deferred Share Unit Ludwig, Harald Horst 4 01/04/2011 56 12,826 30

West Fraser Timber Co. Ltd. Deferred Share Unit MacNeill, Brian F. 4 31/03/2011 56 15,383 276

West Fraser Timber Co. Ltd. Deferred Share Unit MacNeill, Brian F. 4 01/04/2011 56 15,419 36

West Fraser Timber Co. Ltd. Deferred Share Unit Rennie, Janice Gaye 4 01/04/2011 56 5,464 12

Western Coal Corp. Options Bays, Robert 8 01/04/2011 50 2.53 206,000 -48,000 Western Coal Corp. Options Bays, Robert 8 01/04/2011 50 3.37 155,600 -50,400 Western Coal Corp. Options Bays, Robert 8 01/04/2011 50 1.95 80,000 -75,600 Western Coal Corp. Options Bays, Robert 8 01/04/2011 50 4.16 0 -80,000 Western Coal Corp. Common Shares Brodie, Derek John Robert 4 01/04/2011 22 11.5 418,956 408,956

Western Coal Corp. Options Brodie, Derek John Robert 4 01/04/2011 51 1.95 233,956 -175,000



Western Coal Corp. Options Brodie, Derek John Robert 4 01/04/2011 51 4.16 0 -15,000

Western Coal Corp. Common Shares Tingey, David 5 01/04/2011 51 4.9 120,000 120,000 Western Coal Corp. Common Shares Tingey, David 5 01/04/2011 51 4.16 220,000 100,000 Western Coal Corp. Options Tingey, David 5 01/04/2011 51 4.9 100,000 -120,000 Western Coal Corp. Options Tingey, David 5 01/04/2011 51 4.16 0 -100,000 Western Lithium USA Corporation

Common Shares Krepiakevich, Terry 4 31/03/2011 00

Western Lithium USA Corporation

Options Krepiakevich, Terry 4 31/03/2011 00

Western Lithium USA Corporation

Options Krepiakevich, Terry 4 31/03/2011 50 1.22 200,000 200,000

Western Potash Corp. Common Shares Inwentash, Sheldon 3 04/04/2011 54 0.75 10,750,000 9,500,000 Western Potash Corp. Warrants Inwentash, Sheldon 3 04/04/2011 54 500,000 -9,500,000 WesternOne Equity Income Fund

Options Scott, Douglas R. 4 10/02/2010 50 4.3 40,000

WesternOne Equity Income Fund

Options Scott, Douglas R. 4 10/02/2010 50 4.3 57,500 32,500

WestJet Airlines Ltd. Rights Deferred Share Units

Bolton, Hugh John 4 31/03/2011 56 16,497 1,124


Bolton, Hugh John 4 31/03/2011 56 16,551 54


Jackson, Allan William 4 31/03/2011 56 19,740 1,331


Jackson, Allan William 4 31/03/2011 56 19,804 64


Jackson, Steven Barry 4 31/03/2011 56 8,295 985


Jackson, Steven Barry 4 31/03/2011 56 8,321 26


Matthews, Wilmot Leslie 4 31/03/2011 56 14,958 985


Matthews, Wilmot Leslie 4 31/03/2011 56 15,007 49


Scace, Arthur R.A. 4 31/03/2011 56 6,559 432

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4534


T/O Unit Price


Acquired/ Disposed


Scace, Arthur R.A. 4 31/03/2011 56 6,581 22

Westport Innovations Inc. Common Shares Ouellette, Patric 5 15/03/2011 51 5.25 2,698 2,000 Westport Innovations Inc. Common Shares Ouellette, Patric 5 01/04/2011 10 23.18 698 -2,000 Westport Innovations Inc. Options Ouellette, Patric 5 15/03/2011 51 5.25 55,347 -2,000 Westport Innovations Inc. Common Shares Sonntag, Nicholas 5 05/04/2011 36 101,131 95,798 Westport Innovations Inc. Common Shares Sonntag, Nicholas 5 05/04/2011 11 59,267 -41,864 Westport Innovations Inc. Common Shares Sonntag, Nicholas 5 06/04/2011 10 25.06 24,267 -35,000 Westport Innovations Inc. Common Shares Sonntag, Nicholas 5 06/04/2011 10 26 18,934 -5,333 Westport Innovations Inc. Performance Share Units Sonntag, Nicholas 5 05/04/2011 36 107,884 -95,798

Westport Innovations Inc. Performance Share Units Sonntag, Nicholas 5 05/04/2011 36 12,086 -95,798

Westport Innovations Inc. Common Shares Wong, Elaine 5 05/04/2011 51 4.27 48,630 10,000 Westport Innovations Inc. Common Shares Wong, Elaine 5 05/04/2011 10 24.58 38,630 -10,000 Westport Innovations Inc. Options Wong, Elaine 5 05/04/2011 51 4.27 -10,000 Westport Innovations Inc. Options Wong, Elaine 5 05/04/2011 51 4.27 -10,000 Westport Innovations Inc. Options Wong, Elaine 5 05/04/2011 51 4.27 8,987 -10,000 WGI Heavy Minerals, Incorporated

Common Shares Armoyan, George 3 05/04/2011 10 0.5 1,248,000 89,500

WGI Heavy Minerals, Incorporated






White Pine Resources Inc. Common Shares Cudney, Robert Douglas 3, 4, 5 05/04/2011 10 0.77 2,445,222 3,000 White Pine Resources Inc. Common Shares Cudney, Robert Douglas 3, 4, 5 05/04/2011 10 0.78 2,452,222 7,000 Whitecap Resources Inc. Common Shares Fagerheim, Grant Bradley 4, 5 30/07/2010 36 2.5 250,000 Whitecap Resources Inc. Common Shares Fagerheim, Grant Bradley 4, 5 30/07/2010 36 4.5 4,578,400 250,000 Whitecap Resources Inc. Common Shares Fagerheim, Grant Bradley 4, 5 30/07/2010 36 2.5 250,000 Whitecap Resources Inc. Common Shares Fagerheim, Grant Bradley 4, 5 30/07/2010 36 4.5 12,909,400 250,000 Whiteknight Acquisitions Inc. Options ARBUCKLE, JOSH 4 22/03/2011 00

Whiteknight Acquisitions Inc. Options ARBUCKLE, JOSH 4 05/04/2011 50 87,000 87,000

Whiteknight Acquisitions Inc. Options BLINCO, NEIL 4 23/03/2011 00

Whiteknight Acquisitions Inc. Options BLINCO, NEIL 4 05/04/2011 50 69,600 69,600

Whiteknight Acquisitions Inc. Options HARRIS, KEITH RAYMOND

4 23/03/2011 00

Whiteknight Acquisitions Inc. Options HARRIS, KEITH RAYMOND

4 06/04/2011 46 0.2 87,000 87,000

Whiteknight Acquisitions Inc. Common Shares Mitchell, David 4, 5 23/03/2011 00

Whiteknight Acquisitions Inc. Common Shares Mitchell, David 4, 5 05/04/2011 15 0.2 15,000 15,000

Whiterock Real Estate Investment Trust

Options Bucys, Frank 5 05/04/2011 50 13.77 307,800 70,000


Options Guido, Gregory 4 05/04/2011 50 13.77 123,450 21,000


Options Hughes, Emerson 4 05/04/2011 50 13.77 83,000 21,000


Options Kanji, Nizar Esmail 4 05/04/2011 50 13.77 113,250 21,000


Options Pedde, Oswald 4 05/04/2011 50 13.77 221,440 42,000


Options Underwood, Jason 4, 5 05/04/2011 50 13.77 972,750 350,000

Wi-LAN Inc. Deferred Stock Unit Bramson, Robert S. 4 08/04/2011 56 5.96 10,781 31 Wi-LAN Inc. Deferred Stock Unit Gillberry, John Kendall 4 08/04/2011 56 5.96 19,549 57 Wi-LAN Inc. Deferred Stock Unit Jenkins, William Keith 4 08/04/2011 56 5.96 23,070 1,698 Wi-LAN Inc. Deferred Stock Unit McCarten, W. Paul 4 08/04/2011 56 5.96 1,734 5 Wi-LAN Inc. Deferred Stock Unit Roche, James Norman 4 08/04/2011 56 5.96 2,593 5 Wi-LAN Inc. Deferred Stock Unit Shorkey, Richard John 4 08/04/2011 56 5.96 13,778 40 Winstar Resources Ltd. Common Shares Giblin, Bradley Kenneth 5 30/03/2011 51 26,436 10,000 Winstar Resources Ltd. Options Giblin, Bradley Kenneth 5 30/03/2011 51 179,989 -10,000 WORLD OUTFITTERS CORPORATION SAFARI NORDIK

Common Shares GROUPE QUÉBEC CANADA NATURE INC.

3 29/03/2011 11 0.17 8,709,118 -705,882

Worldwide Promotional Management Inc.

Common Shares Marrandino, Michele 4 04/04/2011 10 0.21 744,837 -10,000

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4535


T/O Unit Price


Acquired/ Disposed





Xceed Mortgage Corporation Common Shares Wahl, Ivan Stanley 4 06/04/2011 10 0.89 245,481 2,000

Xceed Mortgage Corporation Common Shares Wahl, Ivan Stanley 4 06/04/2011 10 0.9 245,581 100

Xceed Mortgage Corporation Common Shares XCEED MORTGAGE CORPORATION

1 24/01/2011 38 0.9 2,000 2,000


1 22/03/2011 38 0.9 4,100 2,100


1 22/03/2011 38 0.9 2,000 -2,100


1 24/03/2011 38 0.9 0 -2,000


1 25/03/2011 38 0.92 2,100 2,100


1 25/03/2011 38 0.92 0 -2,100

Xtra-Gold Resources Corp. Options Minuk, Peter, Craig 4 10/11/2010 00

Xtra-Gold Resources Corp. Options Minuk, Peter, Craig 4 10/11/2010 00 150,000

Yaletown Capital Corp. Common Shares Kind, Douglas 3, 4, 5 31/03/2011 10 0.18 3,801,750 5,000 Yaletown Capital Corp. Common Shares Kind, Douglas 3, 4, 5 05/04/2011 10 0.17 3,802,750 1,000 Yaletown Capital Corp. Common Shares Weisbrod, Mark Frederick 4 31/03/2011 10 0.16 759,400 30,000 Yaletown Capital Corp. Common Shares Weisbrod, Mark Frederick 4 01/04/2011 10 0.16 769,400 10,000 Yorbeau Resources Inc. Common Shares Class A Bodnar jr., Georges 4, 5 04/04/2011 10 0.25 8,354,000 -2,000

Yorbeau Resources Inc. Common Shares Class A Bodnar jr., Georges 4, 5 04/04/2011 10 0.245 8,254,000 -100,000

Yukon-Nevada Gold Corp. Common Shares de Trentinian, Jean-Edgar 4 01/08/2009 00 500,000 Yukon-Nevada Gold Corp. Common Shares de Trentinian, Jean-Edgar 4 01/04/2011 54 1,000,000 500,000 Yukon-Nevada Gold Corp. Common Shares de Trentinian, Jean-Edgar 4 01/04/2011 54 189,520,500 400,000 Yukon-Nevada Gold Corp. Common Shares de Trentinian, Jean-Edgar 4 01/04/2011 11 0.69 189,480,500 -40,000 Yukon-Nevada Gold Corp. Warrants de Trentinian, Jean-Edgar 4 01/04/2011 54 0.11 0 -500,000 Yukon-Nevada Gold Corp. Warrants de Trentinian, Jean-Edgar 4 01/04/2011 54 0.07 140,400,000 -400,000 Yukon-Nevada Gold Corp. Common Shares Heinrichs, Shaun Perin 5 28/03/2011 11 0.11 410,000 150,000 Yukon-Nevada Gold Corp. Warrants Heinrichs, Shaun Perin 5 28/03/2011 11 0.11 0 -150,000 Yukon-Nevada Gold Corp. Common Shares Marland, Francois 4 01/04/2011 11 0.69 52,040,000 40,000 Yukon-Nevada Gold Corp. Common Shares Marland, Francois 4 04/04/2011 11 61,540,000 9,500,000 Yukon-Nevada Gold Corp. Warrants Marland, Francois 4 04/04/2011 54 0.11 18,000,000 -9,500,000 Zargon Oil & Gas Ltd. Common Shares Baird, Henry Jacob 5 01/04/2011 10 23.57 -200 Zargon Oil & Gas Ltd. Common Shares Baird, Henry Jacob 5 01/04/2011 10 23.601 20,516 -200 Zargon Oil & Gas Ltd. Common Shares Baird, Henry Jacob 5 01/04/2011 10 23.57 -7,500 Zargon Oil & Gas Ltd. Common Shares Baird, Henry Jacob 5 01/04/2011 10 23.601 20,516 -7,500 Zargon Oil & Gas Ltd. Common Shares Baird, Henry Jacob 5 04/04/2011 57 17.72 25,516 5,000 Zargon Oil & Gas Ltd. Common Shares Baird, Henry Jacob 5 04/04/2011 10 23.516 20,516 -5,000 Zargon Oil & Gas Ltd. Common Shares Baird, Henry Jacob 5 04/04/2011 57 11.66 22,516 2,000 Zargon Oil & Gas Ltd. Common Shares Baird, Henry Jacob 5 04/04/2011 10 23.516 20,516 -2,000 Zargon Oil & Gas Ltd. Rights Baird, Henry Jacob 5 04/04/2011 57 17.72 34,000 -5,000 Zargon Oil & Gas Ltd. Rights Baird, Henry Jacob 5 04/04/2011 57 11.66 32,000 -2,000 Zargon Oil & Gas Ltd. Common Shares Thorsen, Allen Dale 5 05/04/2011 10 23.57 1,404 -900 Zargon Oil & Gas Ltd. Common Shares Thorsen, Allen Dale 5 05/04/2011 10 23.56 604 -800 Zargon Oil & Gas Ltd. Common Shares Thorsen, Allen Dale 5 05/04/2011 10 23.54 504 -100 Zargon Oil & Gas Ltd. Common Shares Thorsen, Allen Dale 5 05/04/2011 10 23.53 0 -504 Zargon Oil & Gas Ltd. Common Shares Thorsen, Allen Dale 5 04/04/2011 57 17.72 2,662 1,500 Zargon Oil & Gas Ltd. Common Shares Thorsen, Allen Dale 5 04/04/2011 10 23.5 1,162 -1,500 Zargon Oil & Gas Ltd. Rights Thorsen, Allen Dale 5 04/04/2011 57 17.72 31,500 -1,500 Zedi Inc. Common Shares Deane, Debra 5 06/04/2011 10 0.85 316,147 667 Zedi Inc. Common Shares Exner, Ronald Grant 5 06/04/2011 10 0.85 118,993 1,167 Zedi Inc. Common Shares Freeman, James Edward 5 06/04/2011 10 0.85 183,421 824 Zedi Inc. Common Shares Gaudet, Clement 5 06/04/2011 10 0.85 419,011 23,471 Zedi Inc. Common Shares Gordon, Robert Wilson 5 06/04/2011 10 0.85 588,319 1,210 Zedi Inc. Common Shares Heard, Roderick Reece 5 06/04/2011 10 0.85 408,124 1,101 Zedi Inc. Common Shares Heffernan, Matthew 4 06/04/2011 10 0.85 1,138,058 1,716 Zedi Inc. Common Shares Ito, Tokunosuke 5 06/04/2011 10 0.85 871,713 226 Zedi Inc. Common Shares Ollenberger, Joseph A. 5 06/04/2011 10 0.85 606,015 1,029 Zedi Inc. Common Shares Spagnolo, Ilario Cosimo 5 06/04/2011 10 0.85 46,009 1,235 ZENN Motor Company Inc. Options Cott, Brian 4, 5 31/01/2011 50 1.35 550,000 150,000

ZENN Motor Company Inc. Common Shares Hammock, Roger Barry 4 01/04/2011 00 6,600

Insider Reporting

April 15, 2011 (2011) 34 OSCB 4536


T/O Unit Price


Acquired/ Disposed

ZENN Motor Company Inc. Common Shares Hammock, Roger Barry 4 01/04/2011 00 85,300

ZENN Motor Company Inc. Options Hammock, Roger Barry 4 01/04/2011 00 100,000

Zephyr Minerals Ltd. Options Billings, Mark Anthony 4 23/03/2011 00 Zephyr Minerals Ltd. Options Billings, Mark Anthony 4 05/04/2011 50 0.1 100,000 100,000 Zephyr Minerals Ltd. Common Shares Clark, John 4, 5 23/03/2011 00 Zephyr Minerals Ltd. Common Shares Clark, John 4, 5 23/03/2011 00 Zephyr Minerals Ltd. Common Shares Clark, John 4, 5 05/04/2011 50 0.1 325,000 Zephyr Minerals Ltd. Common Shares Clark, John 4, 5 05/04/2011 50 0.1 325,000 Zephyr Minerals Ltd. Options Clark, John 4, 5 23/03/2011 00 Zephyr Minerals Ltd. Options Clark, John 4, 5 05/04/2011 50 0.1 325,000 325,000 Zephyr Minerals Ltd. Options Felderhof, David Hugh 3, 4, 5 23/03/2011 00 Zephyr Minerals Ltd. Options Felderhof, David Hugh 3, 4, 5 05/04/2011 50 0.1 325,000 325,000 Zephyr Minerals Ltd. Options Komperdo, Loren 4, 5 23/03/2011 00 Zephyr Minerals Ltd. Options Komperdo, Loren 4, 5 05/04/2011 50 325,000 325,000 Zephyr Minerals Ltd. Options Williams, Glenn Robert 4 11/06/2010 00 Zephyr Minerals Ltd. Options Williams, Glenn Robert 4 04/04/2011 50 0.1 100,000 Zephyr Minerals Ltd. Options Williams, Glenn Robert 4 05/04/2011 50 0.1 100,000 100,000

April 15, 2011 (2011) 34 OSCB 4537

Chapter 8

Notice of Exempt Financings

REPORTS OF TRADES SUBMITTED ON FORMS 45-106F1 AND 45-501F1

Transaction Date

No. of Purchasers

Issuer/Security Total Purchase Price ($)

No. of Securities

Distributed

08/01/2010 1 AQR Offshore Multi-Strategy Fund V Ltd. - Common Shares

367,353,000.00 2,276.96

12/22/2010 211 Aroway Minerals Inc - Non-Flow Through Units

5,000,000.00 12,963,806.00

12/22/2010 211 Aroway Minerals Inc - Non-Flow Through Units

5,000,000.00 12,963,806.00

12/22/2010 72 Athabasca Uranium Inc. - Units 1,610,199.86 7,878,695.00

03/29/2011 19 Augen Capital Corp. - Units 1,000,000.00 12,500,000.00

12/08/2010 87 Australia Energy Corp. - Receipts 53,000,000.00 26,500,000.00

01/01/2010 to 12/31/2010

1 BlackRock Active Canadian Eqiuty DC Fund - Units

36,693,621.98 1,737,332.47

01/01/2010 to 12/31/2010

4 BlackRock Active Canadian Equity Fund - Units

89,363,425.97 3,103,316.71

01/01/2010 to 12/31/2010

2 BlackRock Balanced Active Fund - Units 3,040,491.43 133,524.00

01/01/2010 to 12/31/2010

2 BlackRock Balanced Aggressive Index DC Fund - Units

25,797,152.06 1,527,038.31

01/01/2010 to 12/31/2010

2 BlackRock Balanced Conservative Index DC Fund - Units

48,405,042.29 3,069,603.15

01/01/2010 to 12/31/2010

5 BlackRock Balanced Moderate Index DC Fund - Units

73,047,911.22 4,334,584.52

01/01/2010 to 12/31/2010

2 BlackRock Canada All Government Bond Index Fund - Units

7,157,000.00 697,735.05

01/01/2010 to 12/31/2010

2 BlackRock Canada Credit-Screened Bond Index Fund - Units

2,242,000.00 213,186.13

01/01/2010 to 12/31/2010

2 BlackRock Canada ex-BBB Universe Bond Index Fund - Units

286,306,050.51 18,103,500.73

01/01/2010 to 12/31/2010

20 BlackRock Canada Long Bond Index Class A - Units

377,089,928.94 1,696,346.71

01/01/2010 to 12/31/2010

2 BlackRock Canada Long Bond Index Class D - Units

80,522,508.07 6,740,444.48

01/01/2010 to 12/31/2010

7 BlackRock Canada Universe Bond Index Class D - Units

248,674,542.41 12,421,684.16

01/01/2010 to 12/31/2010

3 BlackRock Canadian Equity Ex-Trusts Index Fund - Units

2,938,978.32 56,405.08


April 15, 2011 (2011) 34 OSCB 4538

Transaction Date

No. of Purchasers


No. of Securities

Distributed

01/01/2010 to 12/31/2010

12 BlackRock Canadian Equity Index Class A - Units

114,709,898.98 2,186,940.04

01/01/2010 to 12/31/2010

7 BlackRock Canadian Equity Index Class D - Units

206,362,765.34 9,100,993.47

01/01/2010 to 12/31/2010

1 BlackRock CDN Global Equity Focus Fund - Units

10,376,019.51 1,037,601.95

01/01/2010 to 12/31/2010

3 BlackRock CDN LifePath 2015 Index Fund - Units

56,526,197.04 5,553,957.11

01/01/2010 to 12/31/2010


109,687,208.68 11,411,477.60

01/01/2010 to 12/31/2010


76,367,702.88 8,057,458.06

01/01/2010 to 12/31/2010


79,024,565.28 8,733,483.97

01/01/2010 to 12/31/2010


51,489,367.57 5,769,132.20

01/01/2010 to 12/31/2010


54,164,667.33 6,178,896.98

01/01/2010 to 12/31/2010


27,851,791.55 3,058,120.46

01/01/2010 to 12/31/2010

4 BlackRock CDN LifePath Index 2010 Retirement Fund - Units

18,150,735.58 1,745,542.14

01/01/2010 to 12/31/2010

3 BlackRock CDN LifePath Retirement Index Fund I - Units

19,051,984.76 1,811,284.50

01/01/2010 to 12/31/2010

3 BlackRock CDN MSCI ACWI ex-Canada Index Fund - Units

55,505,315.29 6,718,472.92

01/01/2010 to 12/31/2010

14 BlackRock CDN MSCI EAFE Equity Index Class A - Units

270,061,474.47 29,436,530.61

01/01/2010 to 12/31/2010

17 BlackRock CDN MSCI EAFE Equity Index Class D - Units

127,171,879.03 14,332,367.38

01/01/2010 to 12/31/2010

3 BlackRock CDN MSCI EAFE Index Hedged Fund - Units

87,358,694.88 8,311,734.84

01/01/2010 to 12/31/2010

1 BlackRock CDN MSCI EAFE Index Plus Fund - Units

456,835,000.00 48,883,499.89

01/01/2010 to 12/31/2010

3 BlackRock CDN MSCI Emerging Markets Index Class A - Units

244,069,000.00 23,658,806.68

01/01/2010 to 12/31/2010

1 BlackRock CDN Real Return Bond Index Class A - Units

16,296,000.00 592,321.65

01/01/2010 to 12/31/2010

1 BlackRock CDN Russell 3000 Index Hedged Non-Taxable Fund - Units

589,665,615.49 58,708,929.76

01/01/2010 to 12/31/2010

1 BlackRock CDN Short Term Index Class A - Units

6,000,000.00 389,222.43

01/01/2010 to 12/31/2010

3 BlackRock CDN Short Term Index Class D - Units

4,909,104.96 379,101.55


April 15, 2011 (2011) 34 OSCB 4539

Transaction Date

No. of Purchasers


No. of Securities

Distributed

01/01/2010 to 12/31/2010

1 BlackRock CDN US Alpha Tilts Hedged Non-Taxable Fund - Units

1,500,000.00 168,903.40

01/01/2010 to 12/31/2010

3 BlackRock CDN US Alpha Tilts Non-Taxable Fund - Units

30,190,000.83 4,094,906.42

01/01/2010 to 12/31/2010

2 BlackRock CDN US Equity Index Class A - Units

51,799,705.67 7,534,930.03

01/01/2010 to 12/31/2010

7 BlackRock CDN US Equity Index Class D - Units

16,402,100.96 2,394,521.65

01/01/2010 to 12/31/2010

9 BlackRock CDN US Equity Index Hedged Non-Taxable Fund - Units

166,341,928.27 16,509,271.50

01/01/2010 to 12/31/2010

6 BlackRock CDN US Equity Index Non-Taxable Class D - Units

78,237,629.48 5,717,824.01

01/07/2011 6 Brant County Riverbend Development Investment Corporation - Common Shares

130,000.00 13,000.00

12/17/2010 37 Canasil Resources Inc. - Units 1,280,100.00 4,267,000.00

12/23/2010 27 Celeste Copper Corporation - Units 650,000.00 13,000,000.00

03/31/2011 1 CHY Fund - Trust Units 53,415,064.00 5,650,000.00

12/03/2010 to 12/23/2010

10 CommunityLend Inc. - Loans 32,999.99 N/A

12/31/2010 15 Conquest Resources Limited - Flow-Through Shares

500,000.00 2,500,000.00

12/14/2010 29 Crown Point Ventures Ltd. - Common Shares 12,013,420.70 7,750,594.00

12/17/2010 14 Diaz Resources Ltd. - Common Shares 650,000.00 5,000,000.00

12/30/2010 15 Everett Resources Ltd. - Flow-Through Units 902,500.00 12,553,334.00

10/28/2010 46 First Star Resources - Units 901,080.00 3,003,933.00

01/13/2011 112 Galway Resources Ltd. - Common Shares 25,720,000.00 25,720,000.00

04/01/2011 1 Gold Yield Trust - Trust Units 8,995,000.00 871,846.80

12/20/2010 46 Golden Valley Mines Ltd. - Units 3,615,040.80 6,666,664.00

03/23/2011 1 GTU Portfolio Trust - Units 29,033,160.00 2,419,430.00

03/31/2011 9 Kingwest Avenue Portfolio - Units 200,000.00 6,420.34

03/31/2011 2 Kingwest Canadian Equity Portfolio - Units 295,000.00 23,427.20

03/31/2011 1 Kingwest High Income Fund - Units 520,000.00 89,247.40

03/31/2011 1 Kingwest U.S. Equity Portfolio - Units 9,727.52 646.47

03/28/2011 1 Legion Strategies, Ltd. - Units 676,410.00 N/A

12/31/2010 31 Mazorro Resources Inc. - Flow-Through Shares

1,611,249.91 11,324,999.00

12/22/2010 16 Newcastle Resources Ltd. - Common Shares 629,378.96 1,240,000.00


April 15, 2011 (2011) 34 OSCB 4540

Transaction Date

No. of Purchasers


No. of Securities

Distributed

12/17/2010 43 Nordic Oil and Gas Ltd. - Units 437,369.00 4,859,655.00

03/22/2011 6 Omega Advisors U.S. Capital Appreciation Fund - Units

1,100,000.00 N/A

01/31/2011 43 Palisade Capital Limited Partnership - Units 4,321,236.80 1,360.00

03/17/2011 1 PIMCO Bravo Fund Special Offshore Feeder I, LP - Units

244,275.00 250,000.00


977,100.00 1,000,000.00


977,100.00 1,000,000.00


977,100.00 1,000,000.00

12/31/2010 37 Premier Petroleum Corp. - Common Shares 2,826,984.10 N/A

06/29/2009 1 Riverstone Resources Inc. - Warrants 0.00 80,000.00

01/01/2009 to 07/01/2009

3 Robeco-Saga Capital International, Ltd. - Common Shares

46,108,650.69 34,751.63

12/15/2010 to 12/20/2010

75 Rockcliff Resources Inc. - Units 2,500,000.00 N/A

02/16/2010 to 08/16/2010

790 Romspen Mortgage Investment Fund - Units 104,792,340.00 10,479,234.00

03/28/2011 to 03/30/2011

3 Royal Bank of Canada - Notes 2,361,475.00 2,425.00

01/01/2010 to 01/01/2011

109 RP Investment Advisors - Units 105,965,000.00 357,039.00

12/30/2010 52 RT Minerals Corp. - Units 3,821,870.00 N/A

08/13/2009 3 Sage Gold Inc. - Units 601,110.48 N/A

12/06/2010 64 Silver Fields Resources Inc. - Units 872,425.29 8,608,443.00

12/23/2010 to 12/24/2010

45 Silver Spruce Resources Inc. - Flow-Through Shares

1,790,610.00 3,330,941.00

10/26/2010 15 Sofame Technologies Inc. - Common Shares

2,038,221.81 40,764,436.00

12/31/2010 30 St-Georges Platinum and Base Metals Ltd. - Units

2,387,000.00 2,387.00

12/30/2010 38 Stikine Energy Corp. - Units 5,865,000.00 19,550,000.00

03/31/2011 2 The McElvaine Investment Trust - Trust Units 250,000.00 11,979.35

12/21/2010 44 Touchdown Resources Inc. - Units 860,000.00 N/A

12/29/2010 86 Union Agriculture Group Corp. - Common Shares

161,947,870.49 73,433,969.00

01/07/2011 5 Walton AZ Vista Bonita Investment Corporation - Common Shares

44,330.00 4,433.00


April 15, 2011 (2011) 34 OSCB 4541

Transaction Date

No. of Purchasers


No. of Securities

Distributed

01/07/2011 22 Walton Southern U.S. Land 2 Investment Corporation - Common Shares

670,540.00 67,054.00


April 15, 2011 (2011) 34 OSCB 4542


April 15, 2011 (2011) 34 OSCB 4543

Chapter 11

IPOs, New Issues and Secondary Financings

Issuer Name: Altamira Canadian Equity Growth Fund Altamira Canadian Index Fund Altamira Global Small Company Fund Altamira High Yield Bond Fund Altamira International Currency Neutral Index Fund Altamira Long Term Bond Fund Altamira U.S. Currency Neutral Index Fund National Bank Bond Fund National Bank Dividend Fund National Bank Short Term Canadian Income Fund National Bank Small Cap Fund Principal Regulator - Quebec Type and Date: Preliminary Simplified Prospectuses dated April 6, 2011 NP 11-202 Receipt dated April 8, 2011 Offering Price and Description: R Series Securities Underwriter(s) or Distributor(s): National Bank Securities Inc. Promoter(s):National Bank Securities Inc. Project #1726084

_______________________________________________ Issuer Name: Aston Hill Capital Growth Fund Principal Regulator - Ontario Type and Date: Preliminary Simplified Prospectus dated April 7, 2011 NP 11-202 Receipt dated April 7, 2011 Offering Price and Description: Class A and F units Underwriter(s) or Distributor(s): Aston Hill Asset Management Inc. Promoter(s):Aston Hill Asset Management Inc. Project #1726737

_______________________________________________

Issuer Name: Brookfield Residential Properties Inc. Brookfield Properties Corporation Principal Regulator - Ontario Type and Date: Preliminary Long Form Prospectus dated April 5, 2011 NP 11-202 Receipt dated April 6, 2011 Offering Price and Description: U.S. $515,000,000.00 - Rights to Purchase up to 51,500,000 Common Shares Price: U.S. $10.00 per Common Share Underwriter(s) or Distributor(s): -Promoter(s):-Project #1725842/1726202 _______________________________________________ Issuer Name: Claude Resources Inc. Principal Regulator - Saskatchewan Type and Date: Preliminary Short Form Prospectus dated April 12, 2011 NP 11-202 Receipt dated April 12, 2011 Offering Price and Description: $50,000,000.00 - 20,000,000 Common Shares Price: $2.50 per Common Share Underwriter(s) or Distributor(s):Wellington West Capital Markets Inc. NCP Northland Capital Partners Inc. Canaccord Genuity Corp. Desjardins Securities Inc. Dundee Securities Ltd. National Bank Financial Inc. Scotia Capital Inc. Toll Securities Inc. Promoter(s):-Project #1728454

_______________________________________________


April 15, 2011 (2011) 34 OSCB 4544

Issuer Name: Claymore 1-10 Yr Laddered Government Bond ETF Claymore 1-10 Yr Laddered Corporate Bond ETF Claymore Short Duration High Income ETF Claymore Small-Mid Cap BRIC ETF Claymore US Dividend Growers ETF Principal Regulator - Ontario Type and Date: Preliminary Long Form Prospectus dated April 7, 2011 NP 11-202 Receipt dated April 8, 2011 Offering Price and Description: Common Units, Advisor Class Units, US dollar Common Units and US dollar Advisor Class Units Underwriter(s) or Distributor(s): Claymore Investments, Inc. Promoter(s):Claymore Investments Inc. Project #1726989

_______________________________________________ Issuer Name: F.D.G. Mining Inc. Principal Regulator - British Columbia Type and Date: Amended and Restated Preliminary Long Form Prospectus dated April 5, 2011 Offering Price and Description: Minimum of 1,794,000 Shares and a Maximum of 3,794,000 Shares at $0.25 per Share - and – Distribution of 11,706,000 SW2 Shares issuable upon the deemed exercise of 11,706,000 previously issued Series 2 Special Warrants - and – Distribution of 746,250 SW1 Shares issuable upon the deemed exercise of 746,250 previously issued Series 1 Special Warrants Underwriter(s) or Distributor(s): Jordan Capital Markets Inc. Promoter(s):Mit D. Tilkov Tibor F. Gajdics Project #1688346

_______________________________________________

Issuer Name: Home Capital Group Inc. Principal Regulator - Ontario Type and Date: Preliminary Base Shelf Prospectus dated April 7, 2011 NP 11-202 Receipt dated April 7, 2011 Offering Price and Description: $750,000,000.00 Common Shares Preferred Shares Debt Securities Subscription Receipts Warrants Share Purchase Contracts UnitsUnderwriter(s) or Distributor(s): -Promoter(s):-Project #1726620

_______________________________________________ Issuer Name: Industrial Alliance Insurance and Financial Services inc. Principal Regulator - Quebec Type and Date: Preliminary Base Shelf Prospectus dated April 8, 2011 NP 11-202 Receipt dated April 11, 2011 Offering Price and Description: $1,000,000,000.00: Debt Securities Class A Preferred Shares Common Shares Subscription Receipts Warrants Share Purchase Contracts UnitsUnderwriter(s) or Distributor(s): -Promoter(s):-Project #1727293

_______________________________________________


April 15, 2011 (2011) 34 OSCB 4545

Issuer Name: Invicta Energy Corp. Principal Regulator - Alberta Type and Date: Preliminary Short Form Prospectus dated April 6, 2011 NP 11-202 Receipt dated April 6, 2011 Offering Price and Description: UP TO $6,000,000.00 - * COMMON SHARES PRICE: $ * PER COMMON SHARE AND UP TO $1,000,000.00 - * FLOW-THROUGH SHARES PRICE: $ * PER FLOW-THROUGH SHARE Underwriter(s) or Distributor(s): Stonecap Securities Inc. PI Financial Corp. Dundee Securities Ltd. Haywood Securities Inc. Paradigm Capital Inc. Raymond James Ltd. Promoter(s):-Project #1726272

_______________________________________________ Issuer Name: Jov Conservative ETF Portfolio Jov Growth ETF Portfolio Jov Income & Growth ETF Portfolio Principal Regulator - Ontario Type and Date: Preliminary and Pro Forma Simplified Prospectus, Annual Information Form and Fund Facts (NI 81-101) dated April 7, 2011 NP 11-202 Receipt dated April 11, 2011 Offering Price and Description: Class I Units Underwriter(s) or Distributor(s): -Promoter(s):JovFinancial Solutions Inc. Project #1727010

_______________________________________________

Issuer Name: Leisureworld Senior Care Corporation Principal Regulator - Ontario Type and Date: Preliminary Short Form Prospectus dated April 11, 2011 NP 11-202 Receipt dated April 11, 2011 Offering Price and Description: $40,005,000.00 - 3,810,000 Subscription Receipts each representing the right to receive one Common Share Price: $10.50 per Subscription Receipt Underwriter(s) or Distributor(s): TD Securities Inc. RBC Dominion Securities Inc. BMO Nesbitt Burns Inc. CIBC World Markets Inc. Scotia Capital Inc. Macquarie Capital Markets Canada Ltd. HSBC Securities (Canada) Inc. Canada Genuity Corp. National Bank Financial Inc. Promoter(s):-Project #1727640

_______________________________________________ Issuer Name: Magnum Energy Inc. Principal Regulator - British Columbia Type and Date: Preliminary Short Form Prospectus dated April 11, 2011 NP 11-202 Receipt dated April 12, 2011 Offering Price and Description: Minimum $2,500,000.20 (8,333,334 Units); Maximum $4,000,000.20 (13,333,334 Units) Price: $0.30 per Unit Underwriter(s) or Distributor(s): Wolverton Securities Inc. Promoter(s):-Project #1728187

_______________________________________________


April 15, 2011 (2011) 34 OSCB 4546

Issuer Name: Manulife Canadian Investment Fund Manulife Canadian Opportunities Balanced Class Manulife Canadian Opportunities Balanced Fund Manulife Dividend Class Manulife Emerging Markets Balanced Fund Manulife Emerging Markets Debt Fund Manulife Emerging Markets Equity Class Manulife Floating Rate Income Class Manulife Global Opportunities Balanced Class Manulife Global Opportunities Fund Manulife Leaders Balanced Growth Class Manulife Leaders Balanced Income Class Manulife Leaders Opportunities Class Manulife World Investment Fund Principal Regulator - Ontario Type and Date: Preliminary Simplified Prospectuses dated April 5, 2011 NP 11-202 Receipt dated April 6, 2011 Offering Price and Description: Advisor Series, Series F, Series I, Series IT, Series T5 and Series T6 Securities Underwriter(s) or Distributor(s): Manulife Asset Management Limited Promoter(s):Manulife Asset Management Limited Project #1725657

_______________________________________________ Issuer Name: NexJ Systems Inc. Principal Regulator - Ontario Type and Date: Amended and Restated Preliminary Long Form Prospectus dated April 4, 2011 NP 11-202 Receipt dated April 6, 2011 Offering Price and Description: $ * - * Common Shares Price: $ * per Common Share Underwriter(s) or Distributor(s): GMP Securities L.P. Canaccord Genuity Corp. Raymond James Ltd. RBC Dominion Securities Inc. Scotia Capital Inc. TD Securities Inc. NCP Northland Capital Partners Inc. Promoter(s):-Project #1723695

_______________________________________________

Issuer Name: Nickel Mountain Resources AB (publ) Principal Regulator - Ontario Type and Date: Preliminary Long Form Prospectus dated April 11, 2011 NP 11-202 Receipt dated April 11, 2011 Offering Price and Description: $ * - * Units Price: $ * per Unit Underwriter(s) or Distributor(s): HAYWOOD SECURITIES INC. Promoter(s):IGE RESOURCES AB Project #1727680

_______________________________________________ Issuer Name: O'Leary BRIC-Plus Strategic Yield Fund O'Leary Convertible Debentures Yield Fund O'Leary Floating Rate Yield Fund O'Leary U.S. Strategic Yield Fund Principal Regulator - Quebec Type and Date: Preliminary Simplified Prospectuses dated April 7, 2011 NP 11-202 Receipt dated April 8, 2011 Offering Price and Description: Series A, F, H, I, M Units, Series A (hedged), Series F (hedged), Series H(hedged), Series I(hedged) and Series M(hedged) Units Underwriter(s) or Distributor(s): -Promoter(s):O'Leary Funds Management Inc. Project #1726975

_______________________________________________ Issuer Name: Paramount Resources Ltd. Principal Regulator - Alberta Type and Date: Preliminary Short Form Prospectus dated April 12, 2011 NP 11-202 Receipt dated April 12, 2011 Offering Price and Description: $48,750,000.00 -1,500,000 Class A Common Shares Price: $32.50 per Common Share Underwriter(s) or Distributor(s): Peters & Co. Limited BMO Nesbitt Burns Inc. Cormark Securities Inc.FirstEnergy Capital Corp. GMP Securities L.P. Stifel Nicolaus Canada Inc. Promoter(s):-Project #1728351

_______________________________________________


April 15, 2011 (2011) 34 OSCB 4547

Issuer Name: Pathway Discovery 2011 GORR Limited Partnership Principal Regulator - Ontario Type and Date: Preliminary Long Form Prospectus dated April 5, 2011 NP 11-202 Receipt dated April 6, 2011 Offering Price and Description: $15,000,000.00 (Maximum Offering) $2,500,000.00 (Minimum Offering) A Maximum of 1,500,000 and a Minimum of 250,000 Limited Partnership Units Minimum Subscription: 500 Limited Partnership Units Subscription Price: $10 per Limited Partnership Unit Underwriter(s) or Distributor(s): Wellington West Capital Inc. HSBC Securities (Canada) Inc. Dundee Securities Ltd. Mackie Research Capital Corporation Burgeonvest Bick Securities Limited Desjardins Securities Inc. Raymond James Ltd. Union Securities Ltd. Canaccord Genuity Corp. Macquarie Capital Markets Canada Ltd. Industrial Alliance Securities Inc. Laurentian Bank Securities Inc. M Partners Inc. Promoter(s):Pathway 2011 GORR Inc. Project #1726146

_______________________________________________ Issuer Name: SMC Man AHL Alpha Fund Principal Regulator - Ontario Type and Date: Preliminary Long Form Prospectus dated April 6, 2011 NP 11-202 Receipt dated April 7, 2011 Offering Price and Description: Class A Units and Class F Units Underwriter(s) or Distributor(s): -Promoter(s):Scotia Managed Companies Administration Inc. Project #1713042

_______________________________________________

Issuer Name: Transition Metals Corp. Principal Regulator - Ontario Type and Date: Preliminary Long Form Prospectus dated April 4, 2011 NP 11-202 Receipt dated April 6, 2011 Offering Price and Description: $1,500,000.00 of Units and Flow-Through Units (Minimum Offering); $2,500,000.00 of Units and Flow-Through Units (Maximum Offering) Price: $0.35 per Unit and $0.40 per Flow-Through Unit Underwriter(s) or Distributor(s): Haywood Securities Inc. Promoter(s):Scott McLean Kevin Stevens Greg Collins HTX Minerals Corp. Project #1725735

_______________________________________________ Issuer Name: Victory Ventures Inc. Principal Regulator - British Columbia Type and Date: Preliminary Long Form Prospectus dated April 12, 2011 NP 11-202 Receipt dated April 12, 2011 Offering Price and Description: $750,000.00 - Minimum 5,000,000 Units; $1,050,000.00 - Maximum 7,000,000 Units Price: $0.15 per Unit Underwriter(s) or Distributor(s): PI Financial Corp. Promoter(s):Howard Milne Dennis Vigouret Project #1721598

_______________________________________________ Issuer Name: Yamana Gold Inc. Principal Regulator - Ontario Type and Date: Preliminary Base Shelf Prospectus dated April 11, 2011 NP 11-202 Receipt dated April 12, 2011 Offering Price and Description: Cdn$500,000,000.00: Debt Securities Common Shares Warrants Subscription Receipts Underwriter(s) or Distributor(s): -Promoter(s):-Project #1727939

_______________________________________________


April 15, 2011 (2011) 34 OSCB 4548

Issuer Name: Armtec Infrastructure Inc. Principal Regulator - Ontario Type and Date: Final Short Form Prospectus dated April 6, 2011 NP 11-202 Receipt dated April 6, 2011 Offering Price and Description: $50,220,000.00 - 3,100,000 Common Shares - Price: $16.20 per Common Share Underwriter(s) or Distributor(s): Scotia Capital Inc. TD Securities Inc. BMO Nesbitt Burns Inc.National Bank Financial Inc. Canaccord Genuity Corp. M Partners Inc. Macquarie Capital Markets Canada Ltd. Maison Placements Canada Inc. Raymond James Ltd. Promoter(s):-Project #1719579

_______________________________________________ Issuer Name: Bengal Energy Ltd. Principal Regulator - Alberta Type and Date: Final Short Form Prospectus dated April 6, 2011 NP 11-202 Receipt dated April 7, 2011 Offering Price and Description: $22,500,000.00 - 12,500,000 COMMON SHARES Price: $1.80 per Common Share Underwriter(s) or Distributor(s): Wellington West Capital Markets Inc. Mackie Research Capital Corporation Canaccord Genuity Corp. Promoter(s):-Project #1719860

_______________________________________________ Issuer Name: Carlaw Capital IV Inc. Principal Regulator - Ontario Type and Date: Final CPC Prospectus dated April 5, 2011 NP 11-202 Receipt dated April 6, 2011 Offering Price and Description: $300,000.00 or 1,500,000 Common Shares PRICE: $0.20 per Common Share Underwriter(s) or Distributor(s): Integral Wealth Securities Limited Promoter(s):Amar Bhalla Project #1696314

_______________________________________________

Issuer Name: Churchill 11 Debenture Corp. Churchill 11 Real Estate Limited Partnership Principal Regulator - British Columbia Type and Date: Final Long Form Prospectus dated April 6, 2011 NP 11-202 Receipt dated April 7, 2011 Offering Price and Description: Minimum: $5,000,000.00 (4,000 Units); Maximum: $30,000,000.00 (24,000 Units) $1,250 per Unit Minimum Subscription: $5,000 Underwriter(s) or Distributor(s): Dundee Securities Corporation Raymond James Ltd. Scotia Capital Inc. MACQUARIE CAPITAL MARKETS CANADA LTD. Promoter(s):Churchill Real Estate Inc. Project #1694897

_______________________________________________ Issuer Name: Davis + Henderson Corporation Principal Regulator - Ontario Type and Date: Final Short Form Prospectus dated April 6, 2011 NP 11-202 Receipt dated April 6, 2011 Offering Price and Description: $121,800,000.00 - 6,000,000 Subscription Receipts, each representing the right to receive one common share Price: $20.30 per Subscription Receipt Underwriter(s) or Distributor(s): TD Securities Inc. RBC Dominion Securities Inc. BMO Nesbitt Burns Inc. CIBC World Markets Inc.Scotia Capital Inc. National Bank Financial Inc. Promoter(s):-Project #1719515

_______________________________________________ Issuer Name: Gatehouse Asia Dragon Fund Principal Regulator - Ontario Type and Date: Final Simplified Prospectus dated April 6, 2011 NP 11-202 Receipt dated April 8, 2011 Offering Price and Description: Series A Units, Series F Units and Series I Units @ Net Asset Value Underwriter(s) or Distributor(s): -Promoter(s):Gatehouse Capital Inc. Project #1705068

_______________________________________________


April 15, 2011 (2011) 34 OSCB 4549

Issuer Name: Gold Participation and Income Fund Principal Regulator - Ontario Type and Date: Final Short Form Prospectus dated April 8, 2011 NP 11-202 Receipt dated April 12, 2011 Offering Price and Description: Warrants to Subscribe for up to 1,823,754 Units at a Subscription Price of $13.02 Underwriter(s) or Distributor(s): -Promoter(s):-Project #1712015

_______________________________________________ Issuer Name: Great Panther Silver Limited Principal Regulator - British Columbia Type and Date: Final Short Form Prospectus dated April 5, 2011 NP 11-202 Receipt dated April 7, 2011 Offering Price and Description: $21,000,000.00 - 5,000,000 Common Shares Price: $4.20 per Offered Share Underwriter(s) or Distributor(s): Salman Partners Inc. CIBC World Markets Inc. Stonecap Securities Inc. Dundee Securities Ltd. Stifel Nicolaus Canada Inc. Promoter(s):-Project #1718882

_______________________________________________ Issuer Name: Groupe Aeroplan Inc. Principal Regulator - Quebec Type and Date: Final Base Shelf Prospectus dated April 8, 2011 NP 11-202 Receipt dated April 8, 2011 Offering Price and Description: $1,000,000,000.00: Debt Securities Convertible Securities Common Shares andPreferred Shares Underwriter(s) or Distributor(s): -Promoter(s):-Project #1719699

_______________________________________________

Issuer Name: Horizons AlphaPro Enhanced Income Energy ETF Horizons AlphaPro Enhanced Income Financials ETF Horizons AlphaPro Enhanced Income Gold Producers ETF Principal Regulator - Ontario Type and Date: Final Long Form Prospectus dated April 4, 2011 NP 11-202 Receipt dated April 7, 2011 Offering Price and Description: Class E Units @ Net Asset Value Underwriter(s) or Distributor(s): -Promoter(s):ALPHAPRO MANAGEMENT INC. Project #1725637/1689529

_______________________________________________


April 15, 2011 (2011) 34 OSCB 4550

Issuer Name: iShares Dow Jones Canada Select Growth Index Fund iShares S&P/TSX SmallCap Index Fund iShares Dow Jones Canada Select Value Index Fund iShares Dow Jones Canada Select Dividend Index Fund iShares S&P/TSX Capped Energy Index Fund iShares S&P/TSX Equity Income Index Fund iShares Jantzi Social Index Fund iShares S&P/TSX Capped Financials Index Fund iShares S&P/TSX Capped Composite Index Fund iShares S&P/TSX Capped Information Technology Index Fund iShares S&P/TSX 60 Index Fund iShares S&P/TSX Capped Materials Index Fund iShares S&P/TSX Completion Index Fund iShares S&P/TSX Capped REIT Index Fund iShares S&P/TSX Capped Consumer Staples Index Fund iShares S&P/TSX Capped Utilities Index Fund iShares S&P/TSX Venture Index Fund iShares DEX Universe Bond Index Fund iShares DEX All Corporate Bond Index Fund iShares DEX All Government Bond Index Fund iShares DEX HYBrid Bond Index Fund iShares DEX Long Term Bond Index Fund iShares DEX Real Return Bond Index Fund iShares DEX Short Term Bond Index Fund iShares MSCI Brazil Index Fund iShares China Index Fund iShares MSCI Emerging Markets Index Fund iShares S&P CNX Nifty India Index Fund iShares S&P Latin America 40 Index Fund iShares MSCI World Index Fund iShares S&P/TSX Global Base Metals Index Fund iShares S&P/TSX Global Gold Index Fund iShares S&P Global Healthcare Index Fund (CAD-Hedged) iShares MSCI EAFE Index Fund (CAD-Hedged) iShares NASDAQ 100 Index Fund (CAD-Hedged) iShares S&P 500 Index Fund (CAD-Hedged) iShares Russell 2000 Index Fund (CAD-Hedged) iShares S&P/TSX North American Preferred Stock Index Fund (CAD-Hedged) iShares J.P. Morgan USD Emerging Markets Bond Index Fund (formerly iShares JPMorgan USD Emerging Markets Bond Index Fund) (CAD-Hedged) iShares U.S. High Yield Bond Index Fund (CAD-Hedged) iShares U.S. IG Corporate Bond Index Fund (CAD-Hedged) (Units)Principal Regulator - Ontario Type and Date: Final Long Form Prospectus dated April 11, 2011 NP 11-202 Receipt dated April 11, 2011 Offering Price and Description: Units @ Net Asset Value Underwriter(s) or Distributor(s): Blackrock Asset Management Canada Limited Promoter(s):Blackrock Asset Management Canada Limited Project #1705455

_______________________________________________

Issuer Name: iShares Diversified Monthly Income Fund Principal Regulator - Ontario Type and Date: Final Long Form Prospectus dated April 11, 2011 NP 11-202 Receipt dated April 11, 2011 Offering Price and Description: Trust Units at Net Asset Value Underwriter(s) or Distributor(s): Blackrock Asset Management Canada Limited Promoter(s):-Project #1705429

_______________________________________________ Issuer Name: Landry Morin Canadian Momentum Fund Landry Morin U.S. Momentum Fund Landry Morin World Momentum Fund Principal Regulator - Quebec Type and Date: Final Simplified Prospectuses dated April 6, 2011 NP 11-202 Receipt dated April 7, 2011 Offering Price and Description: -Underwriter(s) or Distributor(s): -Promoter(s):Landry Morin Inc. Project #1686393

_______________________________________________


April 15, 2011 (2011) 34 OSCB 4551

Issuer Name: Mackenzie Ivy European Class (Series A, F, E, J, O, T6 and T8 Securities) Mackenzie Universal American Growth Class (Hedged Class and Unhedged Class) (Series A, F, E, I, J, O, T6 and T8 Securities) Mackenzie Universal European Opportunities Class (Series A, F and T8) Symmetry One Registered Conservative Portfolio Fund (Series A, F, E, G, J and O Securities) Symmetry One Registered Balanced Portfolio Fund (Series A, F, E, G, J and O Securities) Symmetry One Registered Moderate Growth Portfolio Fund (Series A, F, E, G, J and O Securities) Symmetry One Registered Growth Portfolio Fund (Series A, F, E, G, J and O Securities) Symmetry One Conservative Portfolio Class (Series A, E, E6, F, F8, J, J6, O, T6 and T8 Securities) Symmetry One Balanced Portfolio Class (Series A, E, F, F8, J, O, T6 and T8 Securities) Symmetry One Moderate Growth Portfolio Class (Series A, E, F, F8, J, O, T6 and T8 Securities) Symmetry One Growth Portfolio Class (Series A, E, F, F8, J, O, T6 and T8 Securities) Symmetry Equity Class (Series A, E, E6, F, G, J, O, T6, T8 and W Securities) Principal Regulator - Ontario Type and Date: Amendment #3 dated April 1, 2011 to the Simplified Prospectuses and Annual Information Form dated November 3, 2010 NP 11-202 Receipt dated April 6, 2011 Offering Price and Description: -Underwriter(s) or Distributor(s): Quadrus Investment Services Ltd. Promoter(s):Mackenzie Financial Corporation Project #1638629

_______________________________________________ Issuer Name: MCAN Mortgage Corporation Principal Regulator - Ontario Type and Date: Final Short Form Prospectus dated April 8, 2011 NP 11-202 Receipt dated April 8, 2011 Offering Price and Description: $29,000,000.00 - 2,000,000 Common Shares Price: $14.50 per Common Share Underwriter(s) or Distributor(s): BMO Nesbitt Burns Inc. RBC Dominion Securities Inc. National Bank Financial Inc. Scotia Capital Inc. Promoter(s):-Project #1719485

_______________________________________________

Issuer Name: Meritas Canadian Bond Fund Meritas Monthly Dividend and Income Fund Meritas Jantzi Social IndexFund Meritas U.S. Equity Fund Meritas International Equity Fund Meritas Income Portfolio Meritas Income & Growth Portfolio Meritas Balanced Portfolio Meritas Growth & Income Portfolio Meritas Growth Portfolio Meritas Maximum Growth Portfolio OceanRock Income Portfolio OceanRock Maximum Growth Portfolio Class A and F Units Principal Regulator - British Columbia Type and Date: Final Simplified Prospectuses dated April 6, 2011 NP 11-202 Receipt dated April 7, 2011 Offering Price and Description: -Underwriter(s) or Distributor(s): -Promoter(s):OceanRock Investments Inc. Project #1705788

_______________________________________________ Issuer Name: Northern Graphite Corporation Principal Regulator - Ontario Type and Date: Final Long Form Prospectus dated April 7, 2011 NP 11-202 Receipt dated April 7, 2011 Offering Price and Description: Minimum: $2,500,000.00; Maximum: $4,000,000.00; Minimum: 5,000,000 Common Shares Maximum: 8,000,000 Common Shares Price: $0.50 per Common ShareUnderwriter(s) or Distributor(s): Union Securities Ltd. Promoter(s):Gregory Bowes Project #1633818

_______________________________________________


April 15, 2011 (2011) 34 OSCB 4552

Issuer Name: Royal Coal Corp. Principal Regulator - Ontario Type and Date: Final Short Form Prospectus dated April 8, 2011 NP 11-202 Receipt dated April 8, 2011 Offering Price and Description: $34,500,000.00 - 138,000,000 Common Shares and 69,000,000 Warrants issuable upon the exercise of 138,000,000 previously issued Special Warrants Price: $0.25 Per Special Warrant Underwriter(s) or Distributor(s): Cormark Securities Inc. Haywood Securities Inc. Northern Securities Inc. Promoter(s):Juno Special Situations Corporation Project #1711056

_______________________________________________ Issuer Name: Series A Units, Series F Units and Series I Units (unless otherwise indicated) of: Sun Life BlackRock Canadian Equity Fund Sun Life BlackRock Canadian Balanced Fund Sun Life McLean Budden Canadian Bond Fund Sun Life BlackRock Canadian Universe Bond Fund (formerly Sun Life BlackRock Canadian Bond Index Fund) (Series I Units only) Sun Life BlackRock Canadian Composite Equity Fund (formerly Sun Life BlackRock Canadian Equity Index Fund) (Series I Units only) Principal Regulator - Ontario Type and Date: Final Simplified Prospectuses dated April 7, 2011 NP 11-202 Receipt dated April 11, 2011 Offering Price and Description: Series A Units, Series F Units and Series I Units @ Net Asset Value Underwriter(s) or Distributor(s): -Promoter(s):Sun Life Global Investments (Canada) Inc. Project #1706280

_______________________________________________ Issuer Name: Telferscot Resources Inc. Principal Regulator - Ontario Type and Date: Final Long Form Prospectus dated April 11, 2011 NP 11-202 Receipt dated April 12, 2011 Offering Price and Description: Maximum of 2,500,000 Common Shares Underwriter(s) or Distributor(s): -Promoter(s):James Garcelon Exploratus Ltd. Project #1691363

_______________________________________________

Issuer Name: W 7 Acquisition Corp. Principal Regulator - British Columbia Type and Date: Final CPC Prospectus dated April 8, 2011 NP 11-202 Receipt dated April 12, 2011 Offering Price and Description: $250,000.00 - 2,500,000 Common Shares Price: $0.10 per Common Share Underwriter(s) or Distributor(s): Macquarie Private Wealth Inc. Promoter(s):Ronald D. Schmeichel Project #1704692

_______________________________________________

April 15, 2011 (2011) 34 OSCB 4553

Chapter 12

Registrations

12.1.1 Registrants

Type Company Category of Registration Effective Date

Change in Registration Category

Pinebridge Investments Canada Inc.

From: Portfolio Manager and Exempt Market Dealer

To: Portfolio Manager, Exempt Market Dealer and Investment Fund Manager

April 7, 2011

Change in Registration Category J. Zechner Associates Inc.

From: Portfolio Manager and Exempt Market Dealer

To: Portfolio Manager, Exempt Market Dealer and Investment Fund Manager

April 11, 2011

Registrations

April 15, 2011 (2011) 34 OSCB 4554


April 15, 2011 (2011) 34 OSCB 4555

Chapter 13

SROs, Marketplaces and Clearing Agencies

13.2 Marketplaces

13.2.1 Application for Recognition of Alpha Trading Systems Limited Partnership and Alpha Exchange Inc. as an Exchange – Notice and Request for Comment

APPLICATION FOR RECOGNITION OF ALPHA TRADING SYSTEMS LIMITED PARTNERSHIP AND

ALPHA EXCHANGE INC. AS AN EXCHANGE

NOTICE AND REQUEST FOR COMMENT

I. INTRODUCTION

Since November 2008, Alpha ATS L.P. (Alpha ATS) has been operating an alternative trading system in Ontario under National Instrument 21-101 Marketplace Operation. Alpha ATS facilitates the trading of equity securities listed on the Toronto Stock Exchange (TSX) and TSX Venture Exchange (TSX-V) through a transparent, continuous matching platform.

Alpha Trading Systems Limited Partnership (Alpha LP) and Alpha Exchange Inc. (Alpha Exchange) (together, Alpha Group) have applied to the Commission for recognition of Alpha LP and Alpha Exchange as an exchange pursuant to section 21 of the Securities Act (Ontario). The general partner of Alpha LP, Alpha Trading Systems Inc. (Alpha GP), has agreed to also be subject to terms and conditions of any recognition of Alpha Group as an exchange. It is proposed that Alpha Exchange will be responsible for carrying out the exchange business and that Alpha LP, the parent of Alpha Exchange, will have direct influence over the strategic direction of Alpha Exchange.

Alpha Group proposes to operate an electronic, automated exchange to trade securities of qualified issuers listed on Alpha Exchange as well as those listed on other recognized exchanges.

In connection with the application from Alpha Group for recognition as an exchange (the application), OSC staff (Staff or we) arepublishing for a 45-day public comment period:

• The following documents prepared by Alpha Group:

o application letter (Appendix A),

o proposed Listing Handbook and related Forms (Appendix B),

o proposed Trading Policies (Appendix C), and

o proposed member agreement (Appendix D); and

• Draft terms and conditions of recognition, as prepared by Staff (Appendix E).

Based upon comments received and further Staff review, all terms and conditions, and in particular those relating to corporate governance and the regulation of listed issuers, may be modified or new ones may be added.

The comment period will end on May 30, 2011. Please refer to Part V of this notice for information on the means for providing feedback.

II. APPLICATION

In its application letter (Appendix A), Alpha Group has made representations to the Commission regarding how it will meet each of the exchange recognition criteria related to: governance, fees, access, regulation of members and listed issuers, due process, systems and technology and information technology risk management procedures, financial viability and reporting, clearing and settlement, transparency, outsourcing, information sharing and regulatory cooperation. The specific criteria can be found in Schedule 2 of Appendix E.


April 15, 2011 (2011) 34 OSCB 4556

Staff are seeking comment on all aspects of the application, but invite specific comment on the matters discussed below.

A. Governance Structure

(i) Independent representation on Alpha Exchange board

Because of their regulatory responsibilities, exchanges have a public interest mandate that must be considered in the context ofmany of the decisions made by the exchange. Independence on the board is a key component in ensuring that adequate consideration is given to the exchange’s general public interest mandate. In our view, independent board representation is important to provide objectivity to the board and to exercise effective oversight of management. The separation between ownership and governance through independent representation helps to ensure that another perspective, a non-industry perspective that is reflective of the broader stakeholder group, is considered. It is important to have representation that canspeak for and represent other stakeholders, investors and the public interest, and we believe that this is more likely to be achieved when independent representation is at least 50%. We recognize the principles in the Canadian Securities Administrators’ (CSA’s) SRO Oversight Committee Report published in 20061 and the support given to the notion that alternative governance structures with less than 50% representation may be appropriate.2 However, in our view, these principles need to be applied with regard to the particular circumstances of an entity.

The circumstances relating to the recognition of Alpha Exchange relate to its ownership structure.

In connection with this, Staff are of the view that requiring at least 50% independent representation on the board of Alpha Exchange would help to address various associated potential conflicts of interest including those:

• between its commercial and regulatory operations, generally;

• between the interests of the dealer members of Alpha Exchange that are, or are owned by, the limited partners of Alpha LP (the dealer-owners)3 and the interests of the other dealer members (where those interests might not be aligned);

• between the interests of the dealer-owners and other stakeholders; and

• that might arise by virtue of the fact that Alpha Exchange will have regulatory responsibilities vis-à-vis its dealer-owners.

Alpha Group has proposed a level of independent representation on the board of Alpha Exchange that will be less than 50%. Specifically, Alpha Group proposes that Alpha Exchange will have a board of eight directors comprised of four non-independent “industry” directors (i.e., directors that are representatives of dealer members), three independent directors and a chief executive officer. At this point, Alpha Group proposes that the four industry directors would be dealer-owner representatives.

Alpha Group’s rationale for its proposal is set out in its application letter found in Appendix A. Staff’s concerns are set outbelow.

Board composition – We understand that it is likely that all four of the non-independent “industry” directors will be representatives from the larger dealer-owners of Alpha LP. Staff question whether de facto control by the dealer-owners is achieved considering that the CEO is considered to be neither independent nor non-independent.

Effect of proposed Regulatory Oversight Committee (ROC) – We acknowledge that the ROC proposed by Alpha Group will have certain decision-making powers in relation to the application of Alpha Exchange’s code of conduct and conflict policies andon appeals of decisions taken under the proposed Trading Policies or proposed Listing Handbook. In addition, we believe that the ROC will help to ensure that there is adequate oversight of and attention paid to the regulation functions to be performed by Alpha Exchange. However, in relation to other activities that are important from a regulatory perspective, such as: rule-making;the setting of a regulation budget; and changes to the regulation and compliance programs of Alpha Exchange, the ROC’s role is advisory in nature. This raises questions as to the degree of the authority of the ROC to actually influence the decision-

1 CSA Notice 24-303 - CSA SRO Oversight Project - Review of Oversight of Self-Regulatory Organizations and Market Infrastructure Entities

– Report of the CSA SRO Oversight Project Committee, published on December 8, 2006 at (2006) 29 OSCB 9462. 2 The recommendation in the report being referred to here states that: “An entity may have an alternative governance structure that does not

comply with recommendations (a) [at least 50% independent representation on the board] and (b) [establish a ROC for any market infrastructure entity, such as an exchange]; however, it should assess the appropriateness of having 50% independent directors or a ROC, and explain how its alternative governance structure would ensure effective and independent oversight of the entity and management of any conflicts of interest without such tools.”

3 Eight out of the nine current limited partners of Alpha LP are investment dealers or wholly own an investment dealer. When we refer to the “dealer-owners”, we are referring to these eight limited partners.


April 15, 2011 (2011) 34 OSCB 4557

making of the Alpha Exchange board in relation to these activities. We therefore question whether the ROC as proposed is an appropriate substitute for 50% independent representation on the board.

Effect of competitive pressures – We acknowledge Alpha Group’s argument that competitive pressures can aid in addressing the potential conflicts of interest. However, in our view, this is not a substitute for independent representation. We also note that competition has the potential to create results that are detrimental to the public interest – for example, to the extent that competition could create incentives to lower listing standards.

Existing literature and international experience – We acknowledge that existing literature and international experience indicates that there might not be a one-size-fits-all governance structure for exchanges. However, the current precedent in Canada for equities exchanges is a requirement for at least 50% independent representation. Further, we note that a standard has evolved in the U.S. for 50% independent representation on the board of an equities exchange. While we accept that there may be circumstances that would justify a departure from this standard, in the circumstances of this application, and in particular theproposed ownership structure and potential conflicts of interest, we question whether there is sufficient justification to deviate from the standard.

Role played by securities regulators – While we recognize the important role played by securities regulators in ensuring that an exchange operates in a manner that is consistent with the public interest, we note that an exchange is also responsible for regulatory functions and therefore has responsibility to ensure its regulatory functions are being carried out in a manner that is consistent with its public interest mandate and in compliance with the terms and conditions of its recognition order.

Question 1: Is Alpha Group’s proposed governance structure, including its proposed role for a ROC, appropriate in the context of Alpha Group’s ownership structure and regulatory responsibilities? Does it adequately address the potential conflicts of interest? Alternatively, is requiring 50% independent representation on the Alpha Exchange board of directors appropriate? If so, would a ROC still be appropriate or necessary, and with what level of authority over regulatory matters?

(ii) Meaning of “independence”

Together with considering the appropriate level of independent representation on the board of Alpha Exchange, Staff have been considering what should constitute “independence”, in the context and the nature of the structure of Alpha Exchange.

We note that Alpha is proposing that a materiality threshold be applied for representatives of owners. This threshold would havethe effect of applying only to representatives of owners that are not members of Alpha Exchange. More specifically, Alpha proposes that owners that are not members but own less than 10% should be able to act as independent directors.4

Question 2: Is the definition of independence proposed by Alpha Group to be applied to Alpha Exchange’s board directors appropriate in the context and nature of their proposed structure? Are there any other exclusions that would be warranted?

(iii) Conflicts of interest

Staff have proposed specific terms and conditions of recognition regarding conflicts of interest to ensure that Alpha Group establishes appropriate mechanisms to address potential conflicts of interest. These would require Alpha Group to establish, maintain and ensure compliance with policies and procedures that:

• identify and manage any conflicts of interest arising from the operation of the exchange or the services it provides, including those that may arise from the involvement of any partner, director, officer or employee of a limited partner of Alpha LP in the management or oversight of the exchange operations or regulation functions of Alpha Exchange and the services it provides; and

• require that information regarding exchange operations, regulation functions or a member or issuer that is obtained by a partner, director, officer or employee of a limited partner of Alpha LP through their involvement in the management or oversight of exchange operations or regulation functions be kept separate and confidential from the business or other operations of the limited partner of Alpha LP and not be used to provide an advantage to the limited partner of Alpha LP.

4 We note that, based on the current ownership structure, seven of the nine limited partners of Alpha LP are investment dealers that would

likely be members of Alpha Exchange, and therefore representatives from these members (or from any member) would already be precluded from independence based on the proposed terms and conditions of recognition. Of the two limited partners that are notinvestment dealers, representatives from only one might be precluded from independence under Alpha’s proposed materiality threshold.


April 15, 2011 (2011) 34 OSCB 4558

We are of the view that due to the nature of the ownership of the Alpha Group, more specificity is required as to the potentialconflicts of interest that should be addressed by the policies and procedures. We note that the term and condition requiring certain information to be kept separate and confidential provides an exception where disclosure of information regarding exchange operations is necessary to carry out the individual’s responsibilities for the management or oversight of exchange operations and the individual can and does exercise due care in its disclosure of the information.

Question 3: Are the proposed terms and conditions of recognition that deal with conflicts of interest and confidentiality appropriate in light of the potential conflicts of interest associated with Alpha Exchange’s ownership structure? If not, why not? Would other or additional terms and conditions be more appropriate?

(iv) Prior Commission approval for any changes in ownership

To ensure that there is an opportunity to consider the continued adequacy of the ownership and governance structure of Alpha Group in the context of any recognition of Alpha Exchange, Staff have proposed terms and conditions of recognition (draft termsand conditions of recognition are in Schedule A of Appendix E) that would require prior approval from the Commission before any person or company could effectively own or control more than a certain percentage of Alpha LP, Alpha GP or Alpha Exchange (the ownership threshold). Staff believe that for Alpha Group, which is intended to be privately-held with nine beneficial owners, a reasonable ownership threshold for significant influence would be at the point of acquiring a 20% or more interest. Staff note that for a widely-held publicly-traded exchange, a lower threshold is more appropriate.

As at the date of the application, each limited partner of Alpha LP held less than a 20% interest in each of Alpha LP and AlphaGP.5 The term and condition we have proposed would be intended to apply to any owner, current or future, before it surpasses the ownership threshold post-recognition.

Question 4: Is it appropriate to impose a term and condition of recognition requiring Commission approval before a person or company obtains a certain percentage interest in Alpha Group, in order to consider the continued appropriateness of its ownership and governance structure? If so, what percentage of ownership is appropriate in the context of a privately-held exchange?

B. Issuer Regulation

(i) Level of listed issuer regulation

Alpha Exchange’s proposed Listing Handbook, a copy of which is attached as Appendix B, sets out the requirements for issuers listed on Alpha Exchange. These include requirements relating to listing standards, suspensions, disclosure, corporate finance and capital structure changes, corporate governance and security holder approval.

We understand that Alpha Exchange’s listing model is based on certain assumptions, including the following:

• The Canadian regulatory structure allows for competing listing standards.

• Every issuer can apply to any exchange for a listing, provided it meets the listing standards of that exchange.

• Listing requirements have traditionally been based on commercial and branding considerations.

• The exchanges’ regulatory functions focus on issuer “regulation” to the extent of their requirements, but exchanges do not have any mandated minimum level for their requirements (provided the exchange’s listing requirements are not inconsistent with the securities regulators’ requirements).

Staff agree that the Canadian regulatory structure allows for competing listing standards. However, to date, these competing listing standards have varied by exchange to suit the type of issuer listing on the particular exchange.

Question 5: Should issuers of the same size and quality be subject to an equivalent level of listed issuer regulation by competing exchanges? Are some elements of listed issuer regulation merely “branding” and if so, what are those areas?

(ii) Venture and non-venture issuer status

The CSA have adopted proportionate regulation for listed issuers, which impose appropriate levels of regulation for issuers of different sizes. The CSA determine whether an issuer is junior or senior based on what exchange the issuer is listed. For

5 Alpha LP owns 100% of Alpha Exchange.


April 15, 2011 (2011) 34 OSCB 4559

example, issuers listed on the TSX are senior, or “non-venture issuers” while issuers listed on the TSX-V and CNSX are junior, or “venture issuers”.

As set out in its application, Alpha Exchange seeks to establish a mid tier exchange which would target issuers at the upper tiers of the venture issuers as well as more senior issuers. Alpha Exchange proposes classifying its listed issuers into two tiers. It proposes that the securities regulators classify tier 1 issuers as “non-venture” issuers and tier 2 issuers as “venture” issuers for the purposes of securities regulation.

Staff and the Commission have not determined how issuers listed on Alpha Exchange should be classified for the purposes of issuer regulation under Ontario securities legislation. Depending on the decision made by the Commission, changes may be required to Alpha Exchange's listing handbook to ensure consistency with Ontario securities legislation.

Question 6: Given the listing requirements proposed by Alpha Exchange, is it appropriate to classify tier 1 issuers as “non-venture” issuers and tier 2 issuers as “venture” issuers under applicable securities legislation? Should the CSA reconsider its current issuer “venture”/“non-venture” classification in light of the application by Alpha Exchange?

(iii) Exercise of discretion by exchange

In our view, the most significant difference in how Alpha Exchange proposes to regulate its listed issuers and how the TSX and TSX-V regulate their listed issuers is the exchanges’ use of discretion. For example, under the TSX listed issuer rules, the TSX may exercise its discretion in reviewing certain listed issuer transactions. In exercising its discretion, the TSX may impose conditions on transactions, including the requirement to obtain shareholder approval.

Alpha Exchange does not propose to exercise discretion in reviewing listed issuer transactions. Rather, it proposes to rely uponthe objective standards set out in their Listing Handbook, together with both shareholder approval and the mandated involvement of independent directors to address transactions by listed issuers which could have a material impact on dilution orinvolve insiders/related parties. While Alpha Exchange will review transactions, the focus of the review will not be to “approve/disapprove” the transaction, but rather to determine whether the issuer is in compliance with disclosure and shareholder requirements.

Question 7: Is an exchange’s ability to exercise discretion necessary for regulating its listed issuers? Or can shareholder approval and the role of independent directors be a substitute to ensure the maintenance of a quality marketplace?

(iv) Securityholder approval requirements for investment fund acquisitions

Alpha Exchange proposes to require securityholder approval of an acquisition of a listed issuer that is an investment fund unlesscertain conditions are met.

It is our view that the securityholder approval requirements for acquisitions of listed issuers that are non-redeemable investment funds should be substantially similar to the requirements in NI 81-102 for mutual funds, including the requirement that the investment funds participating in the acquisition bear none of the costs and expenses associated with the transaction. We understand this approach is followed by other exchanges that have listed issuers that are investment funds. Alpha Exchange is proposing to allow the costs and expenses associated with the transaction to be borne by the investment fund if the fund’s independent review committee has determined that the payment is in the best interest of the investment fund. Staff’s view is thatsince the investment fund manager arguably benefits from an acquisition at least as much as the securityholders of the investment funds, the costs and expenses of an acquisition are, in Staff’s view, more properly borne by the manager as opposed to the security holders. We are further concerned that not having a consistent approach to investment fund acquisitions will create opportunities for regulatory arbitrage.

Question 8: Should a listed issuer that is an investment fund be subject to the same securityholder approval requirements for acquisitions as mutual funds? In particular, should the investment fund manager bear the costs and expenses associated with an acquisition of a listed issuer that is an investment fund?

(v) Inter-listed investment funds and structured products

Alpha Exchange proposes to permit foreign issuers listed on a recognized foreign exchange to apply for listing. This will includelisted issuers that are investment funds and other comparable listed structured products such as exchange-traded notes. To minimize opportunities for regulatory arbitrage, it is our view that there should be a process or protocol established to informStaff of applications by such foreign listed issuers prior to listing, which should be included in the Listing Handbook. The purpose of this protocol would be to allow Staff to assess whether we have in the past recommended or would recommend a receipt for a similar investment fund product offered by prospectus in Canada. While Alpha Group has agreed to inform us when they receive


April 15, 2011 (2011) 34 OSCB 4560

such applications and provide for this in their policies and procedures, they have not agreed to include Staff's assessment as one of the criteria to be considered in determining to inter-list a foreign investment fund or structured product.

Question 9: Should Alpha Exchange’s Listing Handbook contain specific criteria relating to listing applications from foreign special purpose issuers, such as investment funds or exchange-traded notes? Should this criteria require Alpha Exchange to consider Staff’s assessment that it would be in the public interest to approve such a listing application?

C. Member Regulation

(i) Cancellation and amendment of orders and trades

Section 5.8 of Alpha Exchange’s proposed Trading Policies provides Alpha Exchange with the broad discretion to “change and/or cancel any order or trade that has not yet been submitted by Alpha [Exchange] to the clearing agency clearance and settlement process for the purposes of mitigating errors made in order execution and maintaining market quality.” Staff have concerns with the broad nature of the discretion provided, and the lack of clarity around what would constitute an “error in order execution”, or the circumstances that would necessitate a change or cancellation to “maintain market quality”. We are also concerned with how Alpha Exchange proposes that it might exercise this discretion without prior the involvement of the Market Regulator or the affected parties.

On April 8, 2011, the CSA published for comment proposed National Instrument 23-103 Electronic Trading and Direct Electronic Access to Marketplaces that include provisions setting out the conditions under which a marketplace would be able to cancel, vary or correct a trade. Should the proposed National Instrument be implemented with these provisions as proposed, Alpha Exchange may need to make revisions to its policies on the amendment and cancellation of trades to ensure consistency with these provisions.

D. Other Outstanding Issues

While Staff have reviewed Alpha Group’s application, we have not yet received all information necessary to make a recommendation to the Commission regarding recognition. Similarly, to the extent that there are any outstanding issues with, orany inconsistencies or errors remaining in or between, Alpha Exchange’s proposed Trading Policies, Member Agreement, Listing Handbook and related forms, these will have to be addressed.

III. DRAFT TERMS AND CONDITIONS OF RECOGNITION

The draft terms and conditions of recognition are also being published at this time for comment. Based upon comments received and further Staff review, all terms and conditions, and in particular those relating to corporate governance and the regulation of listed issuers, may be modified or new ones may be added.

We note that the draft terms and conditions of recognition include a requirement that Alpha Exchange adhere to a rule review process, as amended from time to time, that will set out the procedure to be followed in connection with the Commission’s approval of changes to Alpha Exchange’s rules. In connection with amendments made to NI 21-1016, Staff are developing a rule review process and form filing process that will be applicable to all recognized exchanges and alternative trading systems.The process will be developed with input from the marketplaces. The process would outline timelines for proposed changes to rules and forms and the circumstances requiring publication for comment of a proposed change. It is anticipated that material changes to Alpha Exchange’s rules will be published for public comment and will be subject to Commission approval.

OSC staff’s existing process for reviewing initial filings and changes to certain of the operations of exchanges is described inOSC staff Notice 21-703 Transparency of the Operations of Stock Exchanges and Alternative Trading Systems (Revised – Previously Published October 9, 2009).7 To the extent that commentary in Alpha Exchange’s proposed rules includes information that should be considered to be part of or akin to a rule, Staff would require that it be treated as a rule change under these rule review processes.

IV. EVOLUTION OF THE EXCHANGE ENVIRONMENT

A. The Alpha Group Application and the Global Exchange Environment

We are considering the Alpha Group application during a time of change in the environment for exchanges. In response to increased competition from alternative trading venues, exchanges globally are merging and consolidating. Regulators are examining the issues associated with these consolidations to determine the impact on their markets and whether the resulting

6 Published on March 18, 2010 at (2011) 34 OSCB 3168. 7 Available at http://www.osc.gov.on.ca/en/28679.htm


April 15, 2011 (2011) 34 OSCB 4561

structures are in the public interest. In Canada, the proposed transaction between the TMX Group and London Stock Exchange Group may impact the structure of our market. The issues associated with that transaction will be examined separately from those related to this notice. However, we must examine the issues associated with Alpha Group in the context of the changing Canadian market.

Question 10: Does the changing environment impact the Alpha Group application? If so, how?

V. COMMENT PROCESS

We are seeking comment on all aspects of the application and the draft recognition order, and are seeking specific comment on the issues identified above (for which specific questions have been posed).

You are asked to provide your comments in writing, via e-mail and delivered on or before May 30, 2011 addressed to the attention of the Secretary of the Commission, Ontario Securities Commission, 20 Queen Street West, Toronto, Ontario, M5H 3S8, e-mail: [email protected].

The confidentiality of submissions cannot be maintained as a summary of written comments received during the comment period will be published.

Questions on the content of this notice and the draft recognition order may be referred to:

Jonathan Sylvestre Senior Accountant, Market Regulation (416) 593-2378 e-mail: [email protected]

Sonali GuptaBhaya Legal Counsel, Market Regulation (416) 593-2331 e-mail: [email protected]

Shannon O’Hearn Senior Legal Counsel, Corporate Finance (416) 595-8944 e-mail: [email protected]

Ian Kearsey Legal Counsel, Investment Funds (416) 593-2169 email: [email protected]

Questions on the content of Alpha Group’s application may be referred to:

Randee Pavalow Head of Legal and Operations, Alpha Group (647) 259-0420 email: [email protected]

Stacey Hoisak Senior Legal Counsel, Alpha Group (647) 259-0408 email: [email protected]

April 15, 2011


April 15, 2011 (2011) 34 OSCB 4562

APPENDIX A

April 4, 2011

Ontario Securities Commission 20 Queen Street West, Suite 1903 Toronto, Ontario M5H 3S8

Attention: Susan Greenglass, Director of Market Regulation

Dear Ms. Greenglass

Re: Application for Recognition of Alpha Exchange Inc. (“Alpha Exchange”)

This letter sets out the application (the “Application”) of Alpha Exchange to the Ontario Securities Commission (the “Commission”) for recognition as a stock exchange in accordance with section 21(2) of the Securities Act (Ontario), R.S.O. 1990, c. S-5 (the “Act”).

I. Application for Recognition

Alpha Trading Systems Limited Partnership (“Alpha LP”) with its General Partner, Alpha Trading Systems Inc., owns all of the shares of Alpha Exchange. Alpha LP1 is applying for recognition as an exchange for the specific purpose of complying with the following conditions2:

• Alpha LP will commit to allocate sufficient resources to Alpha Exchange to ensure that it can carry out its functions in a manner that is consistent with the public interest and will notify the Commission if it is unable to do so.

• Alpha LP will provide to the Commission quarterly and annual consolidated financial statements.

• Alpha LP, as permitted by its legal authority, will cause Alpha Exchange to carry out its activities as a recognized stock exchange.

• Alpha LP will provide to the Commission access to any information that is required for the assessment by the Commission of the performance by Alpha Exchange of its regulatory obligations.

• Alpha LP will establish, maintain and ensure compliance with policies and procedures that identify and manage any conflicts of interest and maintains confidentiality of information arising from Alpha LP’s interest in Alpha Exchange. Alpha LP believes that these requirements should be set by the board of Alpha LP (the

1 Alpha Trading Systems Inc., the general partner of Alpha LP, has agreed to be a party to the recognition order for the terms and conditions

specific to it. 2 While in other jurisdictions the parents of exchanges are asked to assume similar obligations without recognition, the Ontario precedent has

required the parent to have a recognition to support these obligations.


April 15, 2011 (2011) 34 OSCB 4563

“Board”), subject to review and approval by the regulator, and published on its web site. Alpha LP does not believe it is appropriate to include the content of these policies in the recognition order because it undermines the authority of the Board and is inefficient because any changes proposed by the Board would require an amendment to the recognition order.

• Alpha LP will ensure that each person or company which has more than a 10% partnership interest in Alpha LP and each officer or director of the general partner of Alpha LP is fit and proper so that there are reasonable grounds to believe that the business of Alpha LP will be conducted with integrity.

• Alpha LP will ensure that no person or company together with any associated and affiliated entities will own or control 20% or more of any class or series of voting shares of Alpha Exchange without having prior Commission approval.

Alpha Exchange is applying for recognition as an operating exchange subject to all of the criteria that are applicable to such operating entities in accordance with s. 21 of the Securities Act (Ontario).

At this time, the following issues have been identified for specific comment by the Ontario Securities Commission:

• What is an appropriate governance structure for a privately owned exchange?

• Whether listing standards which include additional governance standards and greater specificity are an acceptable alternative to the use of discretion by the exchange in regards to issuer transactions.

• Whether the use of two tiers for issuers achieves Alpha’s objective of differentiating itself from other exchanges and providing alternatives to issuers.

• Whether a special review process is required when the issuer is a foreign issuer or is offering a structured product.

• Whether exchanges should be allowed to retain discretion to take action against issuers or members in the case of unanticipated events in order to protect the market quality or other participants’ rights, provided such exercise of discretion is subject to commercial and regulatory remedies, as well as regulatory oversight.

II. Background and Introduction to Alpha Exchange Application

A. Current Operations

Currently, Alpha ATS LP operates an alternative trading system (“Alpha ATS”) created to facilitate trading of TSX and TSXV listed equities in the Canadian capital markets. Alpha ATS features a transparent, continuous matching platform where trading occurs through a Central Limit Order Book (CLOB) and other special order books, such as an odd lot facility.

Alpha ATS began operating in November, 2008. It currently has 92 subscribers and active trading of over 1,700 securities. The following tables3 set out the trading volume for TSX and TSXV securities from December 2010 through February 2011:

3 Alpha ATS Market Share is calculated in comparison to the overall volume traded across all lit markets.


April 15, 2011 (2011) 34 OSCB 4564

TSX-Listed* TSX-V Listed* DebenturesVolume 3,247,784,651 1,108,400,429 94,571,000Trades 5,405,669 265,403 9,693Value $36,552,861,003 $617,248,219 $97,486,167Average Daily Volume 158,428,520 54,068,314 4,613,220Average Daily Trades 263,691 12,946 473Average Daily Value $1,783,066,390 30,109,669 $4,755,423Alpha ATS Market ShareVolume 22.1% 11.7% 15.1%Trades 20.2% 17.1% 34.8%Value 19.4% 11.5% 13.1%

December, 2010

* Excludes debentures

TSX-Listed* TSX-V Listed* DebenturesVolume 3,496,298,220 1,260,995,226 129,099,980Trades 5,748,133 294,971 12,314Value $37,431,200,925 $737,023,450 $137,407,104Average Daily Volume 174,814,911 63,049,761 6,297,560Average Daily Trades 287,407 14,749 601 Average Daily Value $1,871,560,046 36,851,172 $6,702,786Alpha ATS Market ShareVolume 22.4% 12.9% 17.6%Trades 20.0% 17.9% 36.3%Value 19.0% 12.1% 15.7%

January, 2011


TSX-Listed* TSX-V Listed* DebenturesVolume 3,210,735,413 1,548,491,441 115,851,845Trades 5,207,372 480,316 6,417Value $37,959,279,805 $1,078,441,647 $121,321,321Average Daily Volume 152,892,163 73,737,688 5,651,310Average Daily Trades 247,970 22,872 313 Average Daily Value $1,807,584,753 51,354,364 $5,918,113Alpha ATS Market ShareVolume 22.2% 14.3% 19.6%Trades 18.8% 22.1% 41.5%Value 19.0% 14.8% 17.6%

February, 2011


Upon recognition of Alpha Exchange and the reorganization of the Alpha Group entities in connection with such recognition, Alpha ATS will be dissolved. Existing agreements with the current Alpha Group entities will be assigned to Alpha Exchange or Alpha LP (or a new legal entity), unless there are changes requiring the parties to execute another agreement. Notice will be provided in accordance with the current agreements. At this time, we expect that only dealers will have to execute a new agreement, i.e. an Alpha Exchange Member Agreement in replacement of the current Alpha ATS Subscriber Agreement, and that all other agreements will be assigned since there will be no material changes to them.


April 15, 2011 (2011) 34 OSCB 4565

B. Participants / Membership

Alpha Exchange will operate an electronic automated marketplace for participating investment dealers who are members of the Investment Industry Regulatory Organization of Canada (“IIROC”) (“Members” of Alpha Exchange) to trade securities of qualified listed issuers on substantially the same basis as Alpha ATS has been operating. It is expected that current Alpha ATSSubscribers will execute the proposed Alpha Exchange Member Agreement, which is available on the Alpha web site in the section related to the Exchange Application. As part of the proposed Alpha Exchange Member Agreement, Alpha Exchange Members will agree to be bound by Alpha Exchange’s policies, as more fully described further on in this Application.

The proposed Alpha Exchange Member Agreement is based on the Subscriber Agreement that is currently in use by Alpha ATS. The key differences between the two agreements are as follows:

• A schedule has been added for those parties who want to become Market Makers.

• Some sections were moved to the Trading Policies at the request of the regulators, who believed that this would provide for better transparency to users.

A copy of the proposed Alpha Exchange Member Agreement is published with this Application and a black-lined version of the proposed Agreement, in comparison to the current Alpha ATS Subscriber Agreement, is available on Alpha’s website.

We encourage parties to review the proposed Alpha Exchange Member Agreement as quickly as possible so that they can execute it as soon as recognition has been granted to Alpha Exchange.

C. Trading Policies

Alpha ATS has always been a proponent of providing public information on how its marketplace operates to encourage and facilitate informed choices regarding trading. Alpha ATS’ Trading Policies have been published and placed on its website since itbegan operations. Alpha Exchange will adopt the Trading Policies of Alpha ATS as revised to reflect any changes in relation to this Application, and will follow the same principles of transparency.

The key differences between the proposed Alpha Exchange Trading Policies and the current Alpha ATS Trading Policies can be summarized as follows:

• Some sections of the current Alpha ATS Subscriber Agreement have been moved into the proposed Alpha Exchange Trading Policies.

• A section on Market Makers has been added.

• Policies regarding Members’ suspension, termination and rights of appeal have been clarified.

A copy of the proposed Alpha Exchange Trading Policies is published with this Application and a version is available on Alpha’swebsite.

D. Listing and Listing Handbook

Alpha Exchange is entering the listings business in order to increase competition for listings in the Canadian capital markets and thereby decrease associated costs, minimize inefficiencies, provide choice and promote a more vibrant Canadian capital market that will benefit all stakeholders. This is in keeping with Alpha’s overall business objective, which is to eliminate inefficiencies, reduce costs to market participants and promote the Canadian capital markets; while being at the same time a profitable and commercially successful market operator that allows the industry to benefit from true competition.

Alpha Exchange will trade securities that are listed on Alpha Exchange (“Alpha Listed Securities”) as well as those listed on other recognized exchanges (“Other Traded Securities” or “OTS”). Issuers that meet the criteria set out in Alpha Exchange’s Listing Handbook can apply to Alpha Exchange to qualify their securities for listing (“Listed Issuers”).

See Part III D of this Application for a more detailed description of the Alpha Exchange listing standards and current issues for discussion.

The proposed Alpha Exchange Listing Handbook and Forms will be available on the Alpha website, and Alpha will follow the same transparency practices with respect to these documents as it does for the Alpha Exchange Trading Policies.


April 15, 2011 (2011) 34 OSCB 4566

III. Recognition Criteria for Alpha Exchange

A. Governance4

Ownership of Alpha Exchange

Alpha Exchange was incorporated under the Canada Business Corporations Act (the “CBCA”) on March 24, 2010.

Alpha Exchange is a separate legal entity. It is a private company and a wholly-owned subsidiary of Alpha LP. Alpha LP is a limited partnership formed under the laws of Manitoba. Alpha LP has nine limited partners and one general partner, Alpha Trading Systems Inc. (“Alpha GP”), which altogether hold 100% of the interests in Alpha Exchange. Alpha GP is a corporation incorporated under the CBCA and its common shares are held by the limited partners of Alpha LP.

As the general partner of Alpha LP, Alpha GP oversees all businesses of the Alpha Group, including Alpha Exchange, in accordance with legal, financial and regulatory requirements.

The limited partners of Alpha LP (the “Partners”) are BMO Nesbitt Burns Inc., CIBC World Markets Inc., National Bank Financial Inc., RBC Dominion Securities Inc., TD Securities Inc., CPP Investment Board Private Holdings Inc., Scotia Capital Inc., Canaccord Financial Inc. and Desjardins Securities Inc. The Partners are federally regulated financial institutions, provincially regulated dealers and a public pension fund, and represent a diversified group of interests based on their size and the nature and geographic location of their businesses.

Each of the Partners is a highly regulated entity and has strong incentives to provide a market that has high standards of marketintegrity. Unlike exchanges such as TMX Group and CNSX, Alpha Exchange will not have any individual shareholders.

Objectives of the proposed Alpha Exchange Governance Structure

The governance structure of Alpha Exchange is designed to ensure:

• Effective oversight of Alpha Exchange.

• That Alpha Exchange’s business and regulatory decisions are in keeping with its public interest mandate.

• Fair, meaningful and diverse representation on the board of directors of Alpha Exchange (the “Exchange Board”) and any committees of the Exchange Board, including a reasonable proportion of independent directors.

• Proper consideration and representation of the interests of the different persons or companies accessing the facilities and/or services of Alpha Exchange.

• That Alpha Exchange has policies and procedures to appropriately identify and manage conflicts of interest.

• That each director and officer of Alpha Exchange and each person or company that owns or controls, directly or indirectly, more than 10 percent of Alpha Exchange, is a fit and proper person.

• That there are appropriate qualifications, remuneration, limitation of liability and indemnity provisions for directors and officers.

Alpha Exchange believes that its corporate governance structure should be designed to enable it to effectively meet the needs of its business model, while at the same time meeting its regulatory obligations. Alpha Exchange's business model is a hybrid model that aims to balance a for-profit approach with an approach based on providing value to its users (which includes, but isnot limited to, its owners). In other words, Alpha Exchange's objective is to eliminate inefficiencies and reduce costs to market participants, while being at the same time a profitable and commercially successful market operator that enables the industry tobenefit from true competition. For this reason, Alpha Exchange believes that strong user-owner representation on its new board of directors is vital to sustaining its user-focused business model and to ensuring that Alpha Exchange continues to support more efficient – and therefore more successful – Canadian securities markets.

4 Alpha would like to acknowledge the contributions of both John Carson of Compliax Consulting and William Braithwaite of Stikeman Elliott

LLP in respect of governance matters.


April 15, 2011 (2011) 34 OSCB 4567

The central objective of a sound corporate governance structure is to ensure effective governance of an organization with a viewto supporting the achievement of its mission and objectives. Special considerations apply to a securities exchange, which is a licensed and regulated institution. The governance structure of an exchange should also be designed to ensure that it meets itsstatutory and regulatory objectives, and its conditions of license, on an ongoing basis. These objectives are often summarized as an obligation to maintain a fair, efficient and orderly market.

In international markets, a wide range of ownership and governance structures for securities exchanges may be observed. These range from public, listed companies with wide share ownership by public investors, to government-owned institutions. Within the range, a large number of mutual exchanges and private commercial exchanges operate. There is no standard model of corporate governance that has proven to be the most successful or effective, or that represents a "best practice" approach.5

Regulators apply corporate governance principles flexibly, especially in jurisdictions such as the US and the UK where the regulatory structure must accommodate many different types of exchanges, alternative marketplaces (e.g. ATSs and ECNs) and other market institutions, such as SROs and clearing agencies. The application of the principles to the governance of exchangesmust also reflect local conditions, including political considerations, specific regulatory concerns, legal systems and businesstraditions.

Proposed Alpha Exchange Governance Structure

Alpha Exchange proposes a board comprised of 8 directors (4 non-independent “industry” directors, 3 independent directors and the chief executive officer of Alpha Exchange (the “CEO”)), a Regulatory Oversight Committee (the “ROC”) (3 independent and 2 non-independent directors), a Nominating Committee (2 independent and 2 non-independent directors) and a Finance and Audit Committee (2 independent and 2 non-independent directors). The chairman of the Exchange Board will be an independent director.

As stated earlier in this Application, there is no standard model of corporate governance that has proven to be the most successful or effective. In the CSA Report on SRO Oversight6 (the “CSA Report”), the CSA recognizes that a fifty percent independent director standard is not needed in all circumstances. Alpha Exchange believes that its proposed board and governance structure meets the principles enunciated in the CSA Report, as well as international best practices. The outline ofprinciples that follows is based on the “Canadian Approach” that the OSC defined and describes how the proposed Alpha Exchange governance structure meets these principles.

Principles 1 and 2

Ensure an effective governance structure that supports achieving the corporation's objectives and regulatory obligations.

Ensure a reasonable balance between the interests of different stakeholders.

Since Alpha believes that the design of Alpha Exchange's governance structure achieves these two principles in a balanced manner, they are discussed together.

The central objective of the governance structure for any type of organization is to ensure that the structure will be effective in supporting the successful pursuit of the organization's objectives. For a recognized body such as an exchange, those objectivesencompass obligations imposed by law and regulation. Therefore, Alpha has strived to design a structure that will be effective both in supporting its business model and objectives, and in responding to its regulatory and public interest obligations.

Two other important objectives of an exchange's corporate governance system are:

• Ensuring that various stakeholders in the market are represented.

• Addressing conflicts of interest.

Alpha Exchange’s proposed board and governance structure meet these principles, for the following reasons:

• Fair and appropriate representation of stakeholders is assured by the presence of four user representatives, three independents and one management representative on the Exchange Board.

5 Our observations on this point find support in Ruben Lee's book The Governance of Market Infrastructure, 2010, available at

www.oxfordfinancegroup.com. See page viii. Lee also asserts "No one governance model is globally optimal for all market infrastructure institutions." (Proposition 9, page xvi)

6 CSA Notice 24-303 - CSA SRO Oversight Project - Review of Oversight of Self-Regulatory Organizations and Market Infrastructure Entities – Report of the CSA SRO Oversight Project Committee, December 2006.


April 15, 2011 (2011) 34 OSCB 4568

• Although Alpha Exchange will be a wholly owned subsidiary, it is the Exchange Board that will supervise the business and affairs of Alpha Exchange and that board will have significant independent representation.

• The collective professional qualifications and experience of those individuals elected to the Exchange Board will ensure that Alpha Exchange has an effective board.

• Consideration of the public interest will be a significant obligation not only of independent directors, but also of directors nominated by the shareholders.

• Alpha Exchange will have independent oversight of its regulatory functions through its ROC, which will be comprised of a majority of independent directors, with an independent chair.

• Alpha Exchange will ensure independent, neutral and professional delivery of most regulation functions under a regulation services agreement with IIROC.

Alpha recognizes the value of the presence of independent directors in the governance of Alpha Exchange, especially given its regulated status. We acknowledge the precedents that exist in Canadian exchanges' board structures. Our proposed structure, and specifically the inclusion of the ROC, will give independent directors a predominant position with respect to the regulatoryrole of Alpha Exchange and an influential role with respect to all other matters, while ensuring that no one group controls theExchange Board. We believe that this will be the most effective governance structure for Alpha Exchange at this time, and strikes a reasonable balance between all objectives, while also ensuring that independent persons represent other stakeholders'interests on the board.

The proposed Alpha Exchange governance structure has been designed taking into account the current user ownership of Alpha Exchange as well as its particular business model. If either changes, Alpha recognizes that the proposed Alpha Exchange governance structure may need to be adjusted.

Principle 3: Appropriate representation of independent directors on board committees.

Principle 3 is really an extension of Principle 2, and aims to ensure representation of other stakeholders through independent directors and extends to the functions delegated by the board to its committees. The OSC has generally included this principle inthe terms and conditions imposed through recognition orders.

This principle is recognized in Alpha Exchange's proposed governance structure. Alpha Exchange will have three board committees: a ROC, a Finance and Audit Committee and a Nominating Committee.

The ROC will oversee Alpha Exchange's regulatory responsibilities and activities. It will play an important role in ensuring that regulation functions are carried out effectively by making final decisions, if requested, regarding any action taken by Alpha against Members or Issuers and in applying the Code of Conduct and Conflict Policies. For this reason, and to ensure potential conflicts of interest in the regulation of Members and Listed Issuers are managed appropriately, the ROC will have a majority ofindependent directors and an independent chair.

Independent directors will comprise half of each of the Finance and Audit Committee and the Nominating Committee. A quorum for meetings of the Nominating Committee shall be a majority of the members, provided that at least one independent member is present. If there is only one independent member (and two non-independent members) present at a meeting, the independent member that is present may request an adjournment of the meeting until such time as the other independent member is available to attend and, if so requested, the meeting shall be so adjourned. In addition, for any matters involving the nomination of directors to the Exchange Board or the application of Alpha Exchange’s independence standards, both independent members of the Nominating Committee must be present for quorum to be attained. A quorum for meetings of the Finance and Audit Committee will be a majority of the members, provided that at least one independent member is present. If there is only one independent member (and two non-independent members) present at a meeting, the independent member that is present may request an adjournment of the meeting until such time as the other independent member is available to attend and, if so requested, the meeting shall be so adjourned.

Principle 4: Fair representation of users in the governance system.

Although IOSCO has adopted few standards on governance of exchanges, its criteria for assessing implementation of the IOSCO principles does state, as a condition of authorization (licensing), that "where applicable, a SRO should assure fair


April 15, 2011 (2011) 34 OSCB 4569

representation of members in selection of its directors and administration of its affairs."7 IOSCO does not comment on representation of other stakeholders. The importance of user representation on exchange boards has long been recognized, and is specifically covered in the principles set out in US law. The role of users in the governance of some exchanges has beendiminished by demutualization, especially at exchanges that are public, listed companies. As such, the SEC and other regulatorsapply the need for fair user representation in governance in a flexible manner.

Since user directors will comprise fifty percent of the Exchange Board, this principle is well reflected in the proposed governancestructure. As discussed earlier, we believe that user representation is particularly important given Alpha's different businessmodel. In addition, Alpha LP currently obtains input from users and other market participants through four advisory committees comprised of representatives of market participants that are Subscribers of Alpha ATS. These committees will be continued as Alpha Exchange advisory committees expanding the membership beyond Members to also include Listed Issuers. The committees and their mandates are:

• The Policies Advisory Committee – provides ideas and expertise from senior representatives of dealer user firms for direct input to Alpha management on policies and other requirements relating to the operation of Alpha's trading business.

• The User Committee – provides ideas and expertise on Alpha's business and future business initiatives. Representatives from 15 dealer user firms are on the Committee. It also assists Alpha management in understanding the issues faced by participants, including the impact of regulatory initiatives and important capital markets trends.

• The Technology Advisory Committee – provides input to Alpha management from IT managers at dealer user firms on issues relating to the implementation of products or other services that could have an impact on in-house and/or third party technology solutions that they use.

• The Vendor Advisory Committee – provides input to Alpha management from technology vendors on issues relating to the implementation of products or other services that could have an impact on the technology solutions that they provide to dealer user firms.

Principle 5: The governance structure supports the effective management of conflicts of interest.

We noted above that an important objective of an exchange's corporate governance structure is to address potential conflicts ofinterest. For the purpose of this discussion, we will discuss this matter separately for the two areas where potential conflicts of interest could appear:

• Regulatory related potential conflicts of interest.

• User related potential conflicts of interest.

Regulatory related potential conflicts of interest

Two forms of regulatory related potential conflicts of interest may arise: the conflict between the exchange's commercial and regulatory mandates, and the conflict inherent in regulating an exchange's participant, who may be a major customer and/or shareholder.

Managing conflicts between the exchange’s commercial and regulatory mandates is the most significant governance issue to arise with the advent of for-profit exchanges. It is now an established best practice for large exchanges with important SRO functions to separate business operations from SRO operations. The structural arrangements vary. Many exchanges that retain in-house regulation departments have established special governance arrangements for SRO operations. For example, exchanges may set up a dedicated board committee, usually called the ROC, to oversee SRO operations. This enables management and the board to focus mainly on business and market matters. Because of the potential conflicts of interest inherent in the regulatory role, special governance arrangements for SRO functions typically involve a majority of independent directors.

Exchanges employ a number of mechanisms in addition to their governance structure to manage potential conflicts of interest. Contracting out of regulatory functions is one of the most significant and effective – it minimizes the potential conflicts of interest by effectively transferring the performance of regulatory activities to another organization such as an independent SRO (for 7 IOSCO, Methodology for Assessing Implementation of the IOSCO Objectives and Principles of Securities Regulation, February 2008, page

34


April 15, 2011 (2011) 34 OSCB 4570

example, IIROC or FINRA in the US). In some markets certain regulation functions of exchanges have been permanently transferred to statutory regulators, partly to address the potential conflicts of interest issue. This has occurred in much of Europe (including the UK) and in some Asian markets (including Hong Kong), and in Australia.

Alpha Exchange will employ both contracting out and the establishment of a ROC to address the regulatory potential conflicts of interest issue, in addition to having independent director representation on the Exchange Board. The Alpha Exchange regulation model minimizes potential conflicts of interest issues between its SRO obligations and investors' interests by contracting out the great majority of SRO functions to IIROC. Most regulation functions will be performed by IIROC under a regulation services agreement, meaning they will be carried out independently, in a neutral manner and using the same standards that apply to the regulation of other marketplaces. Alpha is in discussions with IIROC on the regulation services agreement, and aims to outsource as many functions to IIROC as possible, including full market regulation services.

The Alpha Exchange governance structure is designed to minimize any remaining potential conflicts of interest by creating a ROC to oversee the SRO functions on behalf of the Exchange Board. The mandate of the ROC will encompass the relationship with IIROC. The ROC will have a majority of independent directors and an independent Chair to address any potential conflicts of interest issues with respect to the regulation of Members and Listed Issuers as well as applying the Code of Conduct and Conflict Policies.

User potential conflicts of interest

A second significant source of potential conflicts of interest for an exchange relates to the interaction between an exchange's commercial interests and the interests of its users. The fees applied for services are the classic example. This potential conflict of interest issue is partly addressed by ensuring that users are represented on the exchange's board. See Principle 4 above. Competition also plays an important role in addressing this type of potential conflict of interest. Competition among exchanges mitigates potential conflicts of interest between an exchange and its users by giving users – including both dealers and issuers – alternatives for trading and listing services.

In Alpha Exchange's case, both of the factors cited above will significantly mitigate user related potential conflicts of interest.Firstly, users are well represented on the board under Alpha Exchange's proposed governance structure. Other users' interests are represented through the presence of independent directors.

Secondly, healthy competition has developed among Canadian marketplaces, which gives both dealers and issuers alternatives for trading and listing services. Competition also restricts the ability of Alpha LP's Partners to direct Alpha Exchange to act in their interests over the interests of other users. Moreover, Alpha LP’s Partners see their interests as being aligned with the interests of other market users. Alpha ATS has demonstrated this through its current operations and governance structure.

But above all, Alpha Exchange’s business model is the critical means of addressing potential conflicts with users. Alpha Exchange’s user-based business model aims to ensure that the interests of Alpha Exchange and its users are aligned, which structurally minimizes conflicts between the exchange and its users, as well as between the interests of Alpha LP Partners and other users. The corporate governance structure Alpha is proposing for Alpha Exchange is based on its belief that strong representation of user/partners on the Exchange Board is a vital ingredient in maintaining a successful market under a user-based business model.

Principle 6: Directors possess appropriate qualifications to oversee the operations of a recognized exchange.

Regulators require that officers and directors of licensed entities meet "fit and proper" standards, similar to those applicable to individual registrants with any registered firm. Regulators' approach to setting these specific standards, and the procedures used to ensure they are met, varies.

The OSC has generally imposed a condition in the recognition orders of recognized bodies substantially as follows: "Each officeror director must be a fit and proper person and the past conduct of each officer or director must provide reasonable grounds forbelief that such person will perform his or her duties with integrity."

Alpha Exchange proposes to meet this principle in the same way as other recognized exchanges. Given the regulated status of Alpha LP's Partners and the incentives to maintain their strong corporate reputations, Alpha Exchange intends to impose the same high standards of integrity and qualifications for appointment to the Exchange Board that are imposed by Alpha LP today.

Principle 7: The regulators maintain regulatory control and oversight over an exchange's operations.

IOSCO Principle 26 requires "ongoing regulatory supervision of exchanges and trading systems, which should aim to ensure that the integrity of trading is maintained through fair and equitable rules that strike an appropriate balance between the


April 15, 2011 (2011) 34 OSCB 4571

demands of different market participants."8 Regulators must supervise an exchange's operations and remain satisfied that it continues to meet the conditions of recognition or license, including its obligations in law and regulation. The OSC has an ongoing oversight program in place to supervise the operations of recognized bodies, which includes the operation of the corporate governance structure, handling of regulatory responsibilities, handling of potential conflicts of interest and a number of other criteria.

Alpha recognizes the requirement for ongoing regulatory oversight of Alpha Exchange's operations and has designed its corporate structure to ensure that all regulated operations of the exchange will be carried out by Alpha Exchange. Where an exchange is a subsidiary of a holding company (the model that Alpha proposes to adopt), IOSCO has noted that it is normally an important principle that “an exchange should exist and operate in its own right.”9 This principle is reflected in Alpha Exchange's proposed governance system: exchange operations will be governed at the exchange level by the Exchange Board. The proposed mandates of the boards of Alpha GP and Alpha Exchange will ensure that the Exchange Board will govern its business plans, budgets, rules, SRO functions and operations. This includes management of all Alpha Exchange staff. The role of Alpha GP is primarily to establish Alpha Group's corporate strategy and financial plans, including high-level objectives of theoperating subsidiaries.

Alpha Exchange will be subject to ongoing oversight and control of the OSC as provided for in the Act, as well as pursuant to the terms of Alpha Exchange's recognition order. The Act gives the OSC a number of specific powers over a recognized exchange. Oversight includes regular reporting to the regulators, approval of exchange rules and periodic oversight examinations of the exchange.

Proposed Alpha Exchange Board of Directors

The constating documents of Alpha Exchange provide that the Exchange Board will have a minimum of eight and a maximum of 15 directors. Alpha Exchange seeks for the Exchange Board a diverse and well-rounded group of individuals with a combination of experience, management and financial skills, judgment and good character.

The objective of the board structure of any exchange should be to balance its public interest mandate as an exchange with its business model. Permitting different exchange business models promotes competition and the interests of all marketplace participants (issuers, dealers, and investors).

As stated above, Alpha Exchange proposes a board comprised of 8 directors (4 non-independent “industry” directors, 3 independent directors and the CEO), a ROC (3 independent and 2 non-independent directors), a Nominating Committee (2 independent and 2 non-independent directors) and a Finance and Audit Committee (2 independent and 2 non-independent directors). The chairman of the Exchange Board will be an independent director. See discussion above, under “Proposed Alpha Exchange Governance Structure” for a detailed discussion as to why Alpha believes that this proposed structure meets “best practice” governance principles.

In summary, the Alpha Exchange regulation model minimizes potential conflicts of interest issues between its SRO obligations and investors' interests by contracting out the great majority of SRO functions to IIROC. Most regulation functions will be performed by IIROC under a regulation services agreement, meaning they will be carried out independently, in a neutral manner and using the same standards that apply to the regulation of other marketplaces. The governance system is further designed to minimize any remaining potential conflicts of interest. Alpha Exchange will create a ROC to oversee SRO functions on behalf of the Exchange Board. Its mandate will encompass the relationship with IIROC. The ROC will have a majority of independent directors and an independent Chair to address potential conflicts of interest issues with respect to the regulation of Members and Listed Issuers. The Exchange Board and its overall corporate governance structure have been designed to meet the principles of sound corporate governance for an exchange as enunciated by the CSA and as in practice across international markets.

See Section on Board Committees for additional details.

Proposed Alpha Exchange Independence Standards

An independent director is one who does not have a material relationship with Alpha Exchange. We have incorporated the same standards (the “Independence Standards”) as those used by most public companies, including other exchanges in Canada.

8 IOSCO, Objectives and Principles of Securities Regulation, February 2008. 9 IOSCO Technical Committee, Regulatory Issues Arising from Exchange Evolution -- Final Report, November 2006, page 13


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We have proposed that the following individuals should be considered to have a material relationship with Alpha Exchange:

• A partner, director, executive officer or employee of a Member, or an associate of a partner, director, executive officer or employee of a Member.

• A partner, director, executive officer or employee of an affiliated entity of a Member, who is responsible for or actively engaged in the Member’s day-to-day operations or activities.

• An executive officer or employee of Alpha Exchange or any affiliated entity, or a partner or director of any affiliated entity, presently or within the last three years.

• A person who is, or has been within the last three years, an associate of a partner, director, officer or employee of Alpha Exchange or any affiliated entity.

• A partner, director, officer or employee of a person or company that owns or controls, directly or indirectly, a partnership interest or voting shares representing greater than 10% of a limited partner of Alpha LP or of Alpha Trading Systems Inc., respectively.

• A person that received, or a partner, director, executive officer of a company that received, more than $75,000 in direct compensation from Alpha Exchange or any of its affiliated entities during any twelve month period within the last three years (other than director or board committee fees and retirement plan payments or other deferred compensation for prior service, provided the compensation is not contingent in any way on continued service).

Alpha has proposed that there be a materiality requirement (greater than 10% ownership or control) for any partner, director, executive officer or employee of a person or company that owns or controls, directly or indirectly, a partnership interest or voting shares of a limited partner of Alpha LP or of Alpha Trading Systems Inc., respectively. This is consistent with current independence standards at one exchange in Canada and goes further than the other two. Alpha believes that a person should not be disqualified because of an immaterial ownership or partnership interest, and that the same standard should apply to all exchanges.

The Nominating Committee of Alpha Exchange may in special circumstances determine that an individual who is considered to have a material relationship with Alpha Exchange pursuant to the Independence Standards is nonetheless independent, if the Nominating Committee is satisfied that the material relationship will not, in its view, reasonably interfere with the exercise of the individuals’ independent judgment. In such cases, prior notice of such determination will be provided to the OSC. Any proposed changes to the Independence Standards are subject to review and approval of the OSC.

The Independence Standards as such will be substantially similar to the independence standards used by other exchanges in Canada. The objective of these standards is to remove anyone who has a material relationship from qualifying as an independent director.

Alpha Exchange believes that these Independence Standards should be set by the Exchange Board subject to review and approval by the regulator and published on its website. Alpha Exchange does not believe it is appropriate to include the content of these policies in the recognition order because it undermines the authority of the Exchange Board and creates inefficiencies by requiring amendments to the recognition order in case of change.

Proposed Alpha Exchange Board Committees

The Alpha Exchange Board will have three committees: the ROC, the Nominating Committee and the Finance and Audit Committee. This structure addresses any concerns that could arise from a potential conflict of interest between the performanceof Alpha Exchange’s regulatory functions and any commercial interests.10

10 We note that Alpha Exchange has outsourced most of its regulatory functions.


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Regulatory Oversight Committee

The Exchange Board has a ROC, comprised of three independent directors and two non-independent directors. The role of the ROC is to provide oversight over the regulatory matters involving Alpha Exchange, and to address any potential conflicts of interest matters.

The ROC’s mandate is to oversee the performance of Alpha Exchange's regulatory responsibilities and operations, including the following:

• Receive and review a report, at least annually, from the Chief Compliance Officer on Alpha Exchange's regulatory program, covering, at a minimum:

o The performance of regulation services agreements for surveillance and other regulatory services.

o Material regulatory or compliance issues.

o Material regulatory actions brought against Members and Listed Issuers.

o Staffing and resources of the regulation and compliance functions.

o The results of any OSC or other inspections.

• Review and assess the performance and operation of regulation and compliance programs, at least annually, including the performance of obligations under all regulation services agreements.

• Recommend to the Exchange Board any changes to the regulation and compliance programs that the ROC believes are appropriate.

• Recommend a regulation budget to the Exchange Board annually, including key priorities and initiatives for the regulation and compliance functions.

• Review and recommend to the Exchange Board any annual reporting to the regulators.

• Review and approve Alpha Exchange's response to any material findings of regulatory inspections carried out by the OSC or other bodies.

• Review and make recommendations to the Exchange Board on proposed "regulation rules" (rules that set regulatory requirements or standards, and require OSC approval).

• Review and decide on the resolution of any potential conflicts of interest issues that arise between carrying out Alpha Exchange's regulation responsibilities and its business (including listing matters).

• Review and decide on the resolution of any issues raised by a Member or Issuer as a result of Alpha Exchange’s staff’s decision regarding that Member or Issuer, if such review is requested by a Member or Issuer.

• The ROC shall have the authority to seek Exchange Board approval to obtain advice and seek assistance from internal or external legal, accounting or other advisors. After receiving approval from the Exchange Board, the ROC shall have the authority to retain and terminate any external consulting firms.

• Review and decide on the resolution of any issue regarding any decision of Alpha Exchange’s staff regarding a violation of Alpha Exchange Trading Policies or Listing Handbook.

Thus the ROC will have a significant role in establishing policies, budgets and oversight of Alpha Exchange’s regulatory functions and code of conduct and conflict policies. In addition it will have decision making authority in the application of the code of conduct and compliance policies, and with respect to appeals regarding to any matter relating to the Trading Policies and Listing Standards.


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A quorum of the ROC consists of a majority of the members, at least two of whom shall be independent directors. In addition, insituations where the ROC is hearing an appeal by a Member or Listed Issuer with respect to a decision of Alpha Exchange, a majority of independent directors of the ROC must be present.

Alpha has proposed a ROC, with a majority of independent directors, retaining final decision making authority over any matter of a regulatory nature because it believes this structure is the best way to address any potential conflicts of interest issues and to ensure that the highest standards are being maintained regarding these matters. We believe this approach is better than the 50% independence requirement for boards of exchanges for the following reasons:

• Within the ROC there is a majority of independent directors handling the public interest matters.

• The Exchange board has more non-independents to focus on the more commercial and strategic decisions.

Nominating Committee

Alpha Exchange will establish a Nominating Committee, which will consist of two independent and two non-independent members of the Exchange Board. Since it is often the role of the Chair to identify qualities or expertise of directors that would benefit the board, the Chair of the Exchange Board will be one of the two non-independent members. The role of the Nominating Committee will be to identify and put forward for nomination qualified directors to act on the Exchange Board. A quorum for meetings of the Nominating Committee will be at least two members, provided that at least one independent member is present. If there is only one independent member (and two non-independent members) present at a meeting, the independent member that is present may request an adjournment of the meeting until such time as the other independent member is available to attend and, if so requested, the meeting shall be so adjourned. In addition, for any matters involving the nomination of directors to the Exchange Board or the application of the Independence Standards, both independent members of the Nominating Committee must be present for quorum to be attained.

Finance and Audit Committee

The Exchange Board will have a Finance and Audit Committee (the “FAC”), comprised of two independent directors and two non-independent directors. The FAC will perform all of the typical roles of an audit committee, including reviewing and recommending approval of Alpha Exchange’s financial statements and overseeing and confirming the integrity of internal controls and audit processes, as well as recommending the appointment of the external auditors. A quorum of the FAC consists of a majority of the members, provided that at least one independent member is present. If there is only one independent member (and two non-independent members) present at a meeting, the independent member that is present may request an adjournment of the meeting until such time as the other independent member is available to attend and, if so requested, the meeting shall be so adjourned.

Alpha Exchange Fitness Requirements

Alpha Exchange will ensure that each major shareholder (any shareholder who holds more than a 10% interest in Alpha Exchange) is a fit and proper person who can provide reasonable grounds for the belief that the business of Alpha Exchange willbe conducted with integrity and in the public interest. In addition, any new shareholder that seeks to acquire greater than 20%interest in Alpha Exchange will be subject to receiving consent from the OSC.

Alpha Exchange has determined that its current shareholder (Alpha LP) satisfies the fit and proper requirements because each of the limited partners of Alpha LP is a public company subject to disclosure and regulation by a Securities Commission and/or an entity regulated by a government or quasi-government authority with oversight responsibility (financial institution, dealer or pension fund).

Eight of Alpha GP’s nine shareholders are federally regulated financial institutions or provincially regulated dealers, and aresubject to regulatory requirements and oversight. These regulatory standards include managing potential conflicts of interests,and heightened responsibilities to its customers.

The ninth shareholder is the largest pension fund in Canada and is subject to regulatory oversight, high standards of fiduciaryduty and public scrutiny.

Managing potential conflicts of interest

Alpha Exchange will have appropriate procedures for ensuring that its directors, officers and employees comply with its potential conflicts of interest and confidentiality policies.


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It is Alpha’s practice to have procedures which, wherever possible, rely on objective criteria to determine what action to take.These policies and this approach avoid conflicts generally and more specifically when dealing with participants from the Alpha LP shareholder group11. Alpha ATS currently has in place policies which deal with potential conflicts of interest and require all employees to avoid any action, make any decisions or participate in the making of any decisions in which they know or reasonably ought to know that there is an opportunity to cause a conflict of interest. If the employee is unsure if a conflict ofinterest exists, they are required to bring the matter to the attention of their direct supervisor, or a member of the senior management.

Alpha Exchange will adopt a conflicts of interest policy which will set out the obligations and expectations imposed upon directors, officers and employees in dealing with conflicts of interest and matters of confidentiality. This policy will, among other things, provide that every director of Alpha Exchange shall, in acting in such capacity, act honestly and in good faith with a view to the best interests of Alpha Exchange, and shall exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. In addition, the policy will provide that directors must ensure that their personal interests and their duty to Alpha Exchange are not brought into conflict, and that they do not receive or obtain, directly or indirectly, a personal profit, gain or benefit (other than any fees paid as a result of acting as a director) as a result of their relationship with Alpha Exchange. The conflicts of interest policy will also contain provisions requiring a director to disclose the nature and extent of any interest that he or she has in a material contract or material transaction with Alpha Exchange.

Finally, and as stated above, the ROC will provide oversight over all regulatory matters involving Alpha Exchange, and specifically will address any conflict of interest matters. The structure of the ROC, which will be comprised of a majority of independent directors and will have an independent Chair, is in line with the suggestions made in the recent Canadian Foundation for Advancement of Investor Rights (FAIR Canada) Report – “Managing Conflicts of Interest in TSX Listed Company Regulation”12 (the “FAIR Report”). One of the approaches suggested by FAIR for managing the potential conflicts of interest at the TSX involved setting up a separate listings regulatory department, which would ostensibly safeguard against conflicts due tothe “clear link between business and regulation activities and staff”.13 Alpha believes that the creation of an independent ROC to fully oversee the listings and other regulatory functions of Alpha Exchange will provide this type of safeguard.

B. Fees

All fees imposed by Alpha Exchange will be equitably allocated and will not have the effect of creating unreasonable barriers toaccess. Alpha Exchange’s process for setting fees will be fair, appropriate and fully transparent. In addition, with respect to the execution of an order, Alpha Exchange will not impose terms that have the effect of discriminating between orders that are routed to Alpha Exchange and orders that are entered on Alpha Exchange.

Alpha Exchange’s policies and procedures provide that it considers at least the following factors when determining trading fees:value of the security, amount of fee relative to value, and the amount of fees charged on other marketplaces.

Trading Fees

The trading fees are set out as schedule 2 to the Alpha ATS Subscriber Agreement, which is posted on the Alpha website. Currently, Alpha ATS charges a fee of $3,000 for an initial application to become a subscriber, and a monthly access fee of $1,250. In addition, Alpha ATS charges trading fees that are based on the type and amount of the trade. Alpha Exchange will adopt the trading fees of Alpha ATS at the time of recognition, and the fee schedule will be Schedule 2 to the Alpha Exchange Member Agreement.

Alpha has always taken the position that trading fees in Canada are excessive, and is continuously looking for ways to reduce costs for the industry. This links back to the core principles of Alpha, including the fact that Alpha’s business model contemplates value optimization rather than value maximization (as discussed above). Acknowledging that good progress has been achieved, with for example the Alpha fee reduction for securities below $1 that was rapidly replicated by Alpha’s competition, Alpha is nevertheless of the opinion that trading costs in Canada are still too high. By developing a specific andlower fee structure for securities between $1 and $5, Alpha introduced an innovative approach to trading fees that recognizes that fees must be much more aligned with the value of the securities traded. This allows for the avoidance of a disproportionatesurplus cost that makes the lower value securities less attractive for trading and is detrimental to their liquidity, and hence best interests of investors and issuers. Furthermore, effective January 1, 2011, Alpha introduced a new fee structure for Exchange Traded Funds (ETFs). For those ETFs with a value greater than or equal to $5, active fees were reduced from 35 mils per share to 25 mils per share and passive fee rebates were reduced from 31 mils per share to 21 mils per share. This fee reduction positions Alpha as the market with the lowest active fees for trading ETFs – a segment that represents a substantial component of the overall volume traded in Canada across all Canadian marketplaces. This is also a segment where Alpha established itself

11 The status of a participant as a shareholder or employee of a shareholder is never used as a criteria to make a decision. 12 John Carson, Compliax Consulting Inc., July 23, 2010 13 Ibid, Carson page 55.


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as the dominant marketplace by regularly demonstrating a market share in excess of 50%. For a dealer facing a majority of ‘taker’ trades, this new fee schedule represents close to 30% savings on these trades. Finally, on March 1st, Alpha again reduced active fees for securities with a value below $1 to 3 mils per share, aligning these fees with those of the TMX while maintaining its higher rebates at 2 mils per share; the net revenue generated by Alpha from its trading activity in these securities is now by far the lowest in Canada and comparable to U.S. standards; this is enabled by its uniquely efficient operating model.

All these fee initiatives come on top of a series of other cost-and market-friendly features at Alpha: free opening trades, fullrebates on iceberg orders, an HFT management mechanism, the highest average trade size and the lowest active/passive ratio for dealers posting their resting orders on Alpha. It confirms that Alpha is the trading venue that stands for liquidity at the lowest cost. Alpha Exchange will continue with these types of initiatives in its continued effort to reduce costs, increase efficiencies, increase liquidity and improve quality of execution in the Canadian markets.

Data Fees

Currently, Subscribers of Alpha ATS, as well as other third parties, may purchase any of a variety of data products for internalconsumption or redistribution by entering into either a Data Distribution Agreement or a Data Use Agreement. The counterparty for these agreements is Alpha LP. Alpha ATS is a party to a data sales agreement with Alpha LP whereby Alpha ATS assigns all Alpha market data to Alpha LP for distribution to third parties (the “Data Sales Agreement”). Alpha ATS will assign the Data Sales Agreement to Alpha Exchange, and Alpha LP or a newly created legal entity will continue to provide the data sales services to Alpha Exchange. The Data Use Agreements and Data Distribution Agreements that are currently in place with various data users will continue after the recognition of Alpha Exchange, but may be assigned by Alpha LP to a new legal entity.The fees charged for data vary depending on the type of data feed subscribed for and the intended use of such feed. All such fees are set out in schedule 1 to each of the Data Use Agreement and the Data Distribution Agreement, which are posted on the Alpha website.

Alpha is of the opinion that market data fees in Canada are excessive and will continue to work on identifying means to reduce them, including for example providing competitive alternatives where feasible and recommending regulation of fees where anti-competitive behaviour is demonstrated.

Listing Fees

Alpha Exchange will charge initial and ongoing listing fees as set out in the Schedule to the Alpha Exchange Listing Agreement.These fees have not yet been set. It is Alpha Exchange’s intent to pursue a fee approach which is consistent with its strategy fortrading and data fees: competitive fees that provide choice to issuers.

C. Access – Membership

Alpha Exchange has established appropriate written standards for access to its trading and related services, including requirements that Members are appropriately registered under securities laws and are dealer members of IIROC. The access standards and the process for obtaining, limiting and denying access are fair, transparent and applied reasonably.

Specifically, a dealer is eligible to become a Member on Alpha Exchange if it is a dealer member in good standing of IIROC and a participant of CDS Clearing and Depository Services Inc. (“CDS”) (or it has entered into an arrangement for clearing and settling of trades with a CDS participant). Alpha Exchange may refuse to approve an applicant based on past or present misconduct by the applicant or any related person, or if the applicant refuses to comply with Alpha Exchange requirements or isnot qualified by reason of integrity, solvency, training or experience, or it is not otherwise in the public interest to accept such dealer. Any dealer who is refused approval will have a right of appeal to Alpha Exchange’s ROC.

Once approved, a Member must comply with all Alpha Exchange requirements as set out in the Alpha Exchange Member Agreement and Trading Policies.

Alpha ATS currently has 92 Subscribers. Each of these Subscribers will become Members of Alpha Exchange after executing the Alpha Exchange Member Agreement. Dealers who are members of IIROC are eligible to become an Alpha Exchange Member by applying for membership and signing the Alpha Exchange Member Agreement.

D. Regulation of Members and Listed Issuers on Alpha Exchange

Alpha Exchange has the authority, capacity, systems and processes to undertake directly or indirectly through a regulatory services provider, its regulation functions by:


April 15, 2011 (2011) 34 OSCB 4577

• Setting requirements governing the conduct of its Members and Listed Issuers.

• Monitoring their conduct.

• Appropriately disciplining them for violations of Alpha Exchange requirements.

Trading

Subscribers of Alpha ATS have been obligated to comply both with Alpha ATS Trading Policies as well as the UMIRs. Alpha ATS was a dealer and market member of IIROC. Alpha Exchange will enter into a new regulatory services agreement with IIROC, which will be acting as a regulatory services provider, to outsource to IIROC the setting of market requirements in addition to Alpha Exchange’s Trading Policies. The UMIRs will be incorporated into the Trading Policies.

Section 5.8 of Alpha Exchange’s proposed Trading Policies provides Alpha Exchange with the discretion to change and/or cancel any order or trade that has not yet been submitted by Alpha Exchange for settlement in order to mitigate errors in orderexecution and maintaining market quality.

OSC Staff have expressed concerns with the broad nature of the discretion provided, and the lack of clarity around what would constitute an “error in order execution”, or the circumstances that would necessitate a change and/or cancellation to “maintainmarket quality”. OSC Staff have also indicated concerns that Alpha Exchange might exercise this discretion without prior involvement of IIROC or the affected parties.

The reasons for changing and/or cancelling an order or trade include the violation of regulatory rules (in this case UMIRs or securities legislation such as National Policy 51-201), errors, the malfunctioning of routing or other systems, or incorrect market data dissemination.

Alpha believes that IIROC should intervene where there is a violation of a rule or a market integrity issue, but that a marketplace (particularly an exchange that does have regulatory authority) has the legal right to intervene; moreover it is responsible andshould be accountable for its own market quality14. Any issues relating to market quality such as errors or malfunctions should be handled either initially by the marketplace or only by the marketplace. The implementation by marketplaces of error trading policies is an example of how marketplaces have identified when they will exercise their legal authority to act without the priorinvolvement of an overseeing regulator. This example of marketplaces exercising their discretion and authority and has been accepted, if not encouraged, in most other jurisdictions15.

Another example where a marketplace would intervene is when a technology defect, preventing the functionality of a marketplace to work as intended, causes a bad fill.

The circumstances in which Alpha Exchange would intervene are very limited, and such intervention should be allowed without seeking IIROC’s prior consent but subject to an after-the-fact review by IIROC. In addition, any decision taken by Alpha staff to change and/or cancel any order or trade is subject to review by the ROC and the appeal policies.

Alpha ATS has always had this discretion, and has only in rare circumstances exercised such discretion without contacting IIROC and/or its Subscribers prior to intervention.

Alpha Exchange should be able to intervene i.e. change and/or cancel any order or trade for the purposes of mitigating errors made in order execution and maintaining market quality, without IIROC’s prior consent when the following conditions are fulfilled:

• The circumstances in which the action can be taken are clear and transparent to Members and regulators (set out in the Trading Policies or rules of the marketplace).

• The actions taken are documented and available for review by Members, the ROC and the regulators.

• IIROC is informed immediately after the action16.

14 This is consistent with the provisions in multiple marketplaces’ agreements and policies across most jurisdictions, which provide them with

the legal authority to take any action regarding an order or trade in their markets. 15 IOSCO SC 2 issued a paper stating that Exchanges should have policies in place to deal with errors. 16 When possible, Alpha Exchange will always attempt to contact IIROC prior to intervention.


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Listing17

Issuers that meet the criteria set out in Alpha Exchange’s Listing Handbook can apply to Alpha Exchange to qualify their securities for listing and therefore become Alpha Exchange Listed Issuers.

Alpha Exchange’s approach to listing is based on the following principles:

• Clear, objective standards that provide consistent and efficient decision making.

• Listing standards that are equal to or better than current listing standards that exist on different exchanges in Canada.

• Rejection of multiple listing categories in favour of two basic categories: Special Purpose Issuers and Other Corporates.

• Rejection of the exercise of discretion by the Exchange in the review of transactions. This approach was taken because it was reported that experience has shown that discretion is just as likely to be abused as exercised appropriately, and that the review by the exchange only added time and not necessarily value18. Instead, Alpha Exchange has introduced requirements regarding increased governance requirements generally and shareholder approval where an activity could have a material impact on dilution of the value of securities.

Alpha Exchange listing standards target later-stage research and development companies through to companies with an operating history, i.e. the target range overlaps the high end of junior companies through to the most senior companies. A chartcomparing the Alpha listing standards to the standards at other exchanges in North America is being published with this application.

Alpha acknowledges that tiered regulation for issuers has been adopted in Canada to reflect the fact that one size does not fit all and to remove some of the barriers to smaller companies raising capital in the public markets. While Alpha acknowledges that approach, it notes that determining requirements based on reference to specific exchanges may no longer be appropriate in a market where there are competing exchanges. In fact, it makes it more difficult for exchanges to differentiate their services.19

Securities regulation currently categorizes issuers as either “venture issuers” or “non-venture issuers” (dependent upon the exchange on which the issuer is listed or not listed). Alpha’s initially proposed model contained elements of both because our listing strategy intends to cover companies from the upper tiers of the venture issuers through to companies with operating histories. As a result of discussions with the regulators, Alpha is now suggesting a two tiered approach.

We have proposed that Tier 1 Issuers would be regulated as “non-venture issuers” and Tier 2 Issuers would be regulated as “venture issuers” under securities legislation. The two tiers would have different listing standards similar to the way that many other exchanges have different groupings of issuers20. There will be clearly differentiated listing and continuing listing requirements and we will have a specific character or characters added to the symbol names so that anyone can easily identify to which Tier the issuer belongs.

The basic requirements of Tier 1 Issuers other than Special Purpose Issuers are shareholder equity of $4,000,000, pre-tax cash flow of at least $700,000 in its last fiscal year, minimum public float of 1,000,000 shares together with a minimum of 400 public board lot holders, and adequate working capital21.

The basic requirements for a Tier 1 Special Purpose Issuer that is an investment fund are: net tangible assets of at least $10,000,000, unless it is an investment fund with net tangible assets of at least $1,000,000 and is part of a group of companiesthat are under the same manager, all of which are listed or are to be listed on Alpha or another exchange, and the group has nettangible assets of at least $20,000,000; there must be at least 100,000 units outstanding prior to the commencement of trading

17 Alpha would like to acknowledge the contributions made by Timothy Baikie in respect of Listings matters. 18 It should be noted that the exchanges outside of Canada, particularly in the U.S., do not incorporate discretion as a general rule in the

review of transactions. 19 We hope that going forward the securities regulatory authorities will take an approach like that in NI 51-102 which sets out objective criteria

for determining which issuers fit into which category of regulation. However, we also recognize that making those changes may not be feasible in the short run.

20 An example would be Tier 1 on TSXV and the NEX tier. Those securities part of NEX grouping have a “. H” attached to the symbol.21 See the Listing Handbook for details including requirements for Tier 1 Special Purpose Issuers: Other.


April 15, 2011 (2011) 34 OSCB 4579

of a series of units on Alpha; units must be redeemable, directly or indirectly from the investment company for securities and/orcash; and a listed Special Purpose Issuer must provide Alpha with a representation that the NAV or index value will be calculated each business day and will be made available to all Members at the same time.

The basic requirements of Tier 2 Issuers are shareholder equity of $2,000,000, pre-tax cash flow of at least $200,000 in its last fiscal year, minimum public float of 1,000,000 shares together with a minimum of 250 public board lot holders, and adequate working capital. An alternative test for Technology and R&D companies is at least $5,000,000 in treasury, bona fide expenses ofat least $250,000 in each of the previous two fiscal years, evidence that products are at an advanced stage of development, evidence of management expertise, and minimum public float of 1,000,000 shares together with 200 public board lot holders.

Alpha believes that competition is enhanced by allowing parties to differentiate their services, provided there is compliance with securities regulation. We are of the opinion that the current identification of companies as venture or non-venture rely on thebusiness models of the incumbent exchanges and restrict the ability of new entrants to provide competitive services.

Alpha Exchange’s listing standards allow for the listing of investment products and other securities that are also listed on anexchange outside of Canada. It is expected that such issuers will have to comply with Canadian securities regulation and therefore there will not be any regulatory arbitrage. In addition, Alpha Exchange has provided for the listing of structured products such as exchange-traded notes. These products will also have to comply with Canadian securities regulation including the filing of disclosure documents and other requirements. Alpha Exchange has agreed to provide notice to the relevant securities regulators when it receives a listing application from these types of issuers. Alpha Exchange has also been asked bythe securities regulators to include in its Listing Handbook the requirements and procedures for review to determine whether theproduct being offered is similar to or different from previously qualified publicly offered products. Alpha Exchange believes that this determination is best done by the securities regulators who are likely to look at this issue when they receive notice fromAlpha. Alpha Exchange believes that any review by it is likely to duplicate the review by the securities regulator and cause unnecessary delay.

E. Outsourcing Regulatory Functions

As stated above, Alpha Exchange will contract with IIROC to provide, as agent for Alpha Exchange, market regulation services, as well as some issuer listing services approved by the Commission. As stated on the IIROC website, “IIROC sets high quality regulatory and investment industry standards, protects investors and strengthens market integrity while maintaining efficient and competitive capital markets. IIROC carries out its regulatory responsibilities through setting and enforcing rules regarding the proficiency, business and financial conduct of dealer firms and their registered employees and through setting and enforcing market integrity rules regarding trading activity on Canadian equity marketplaces.”22

Alpha Exchange will perform all listing functions except for those arising out of material disclosure which will be performed by IIROC. Alpha Exchange will have sufficient authority over Alpha Exchange Listed Issuers and will have appropriate review procedures in place to monitor and enforce Alpha Exchange Listed Issuer compliance.

The ROC will annually review the performance of IIROC and Alpha Exchange with respect to their regulation functions and report to the Board, together with any recommendations for improvement.

F. Rulemaking

Alpha Exchange will establish rules, policies and other similar instruments (“Alpha Exchange Requirements”) designed to govern the operations and activities of Alpha Exchange Members and Listed Issuers and designed to:

• Ensure compliance with securities legislation.

• Prevent fraudulent and manipulative acts and practices.

• Promote just and equitable principles of trade.

• Provide for appropriate sanctions for violations of Alpha Exchange Requirements.

• Provide a framework for disciplinary and enforcement actions.

• Ensure a fair and orderly market.

22 IIROC website, http://www.iiroc.ca/English/About/OurRole/Pages/default.aspx


April 15, 2011 (2011) 34 OSCB 4580

Alpha ATS has voluntarily established a practice of transparency and consultation when implementing changes to the operations of its trading system and distribution of its data. All changes have been announced and posted on its web site for anyone to see and make comments. In addition, Alpha ATS has various committees comprised of its marketplace participants to provide input on functionality, technology and vendor needs. Alpha Exchange will continue that tradition of transparency of consultation within the regulatory requirements imposed on an exchange. The following summarizes the proposed publication and review process23:

• In accordance with Section 5.3 NI 21-101 and the recognition criteria applicable to exchanges, rules adopted by a recognized exchange shall not be contrary to the public interest and shall be designed to: ensure compliance with securities legislation, prevent fraudulent and manipulative acts, promote just and equitable principles of trade and foster co-operation with persons or companies engaged in regulating clearing, settling processing information and facilitating securities transactions. A recognized exchange shall neither permit unreasonable discrimination among clients, issuers and members or among clients, issuers and users nor impose any burden on competition that is not reasonably necessary or appropriate.

• The objective of the rule review process is to ensure appropriate transparency, opportunity for consideration by the public and users of the system, and review by the regulators where necessary. OSC Staff Notice 21-703 states that transparency contributes to the fairness and efficiency of the capital markets.

• The level and nature of the process should be balanced against the need of all marketplaces to be able to respond to changes in the capital markets as efficiently and quickly as appropriate. In order to achieve this, a tiered system of treatment of marketplace changes should be implemented. Rules and instruments regarding listing, market making and enforcement should be filed and subject to Commission approval. Rules and instruments regarding new trading functionality including order types, requirements relating to access, and amendments to current listing categories market making activity should be subject to filing and transparency requirements but not Commission approval. Information regarding corporate organization, system operations, company listing updates and marketplace participant updates should be filed on a quarterly basis and reviewed as part of the ordinary oversight process.

G. Due Process

Alpha Exchange’s requirements relating to access, listing, exemptions and discipline will be fair and reasonable. For all decisions made by Alpha Exchange that affect an Alpha Exchange Member or Listed Issuer, including those related to Alpha Exchange requirements, parties will be given an opportunity to be heard by members of the ROC or make representations, and Alpha Exchange will keep a record of its reasons for and provide for appeals or reviews of its decisions. In addition, if the affected party wishes to appeal the decision of the ROC, it has the right to pursue either arbitration (if applicable) or its otherrights under securities law, including requesting review of the decision by the OSC.

H. Systems and Technology and Information Technology Risk Management Procedures

Each of Alpha Exchange’s critical systems (i.e. those that support order entry, order routing, execution, trade reporting, tradecomparison, data feeds, market surveillance and trade clearing) has appropriate internal controls to ensure completeness, accuracy, integrity and security of information, and, in addition, has sufficient capacity and business continuity plans to enable Alpha Exchange to properly carry on its business.

Alpha Exchange will comply with the requirements set forth in Part 12 of NI 21-101 with respect to each of its critical systems.An annual independent review will be done in accordance with established audit procedures and standards.

Alpha Exchange will promptly notify the Commission of material systems failures and changes.

The Alpha Exchange systems have been developed to provide the highest possible availability, security and efficiency. Alpha Exchange has appropriate risk management procedures in place, including those that handle change management, capacity planning and stress testing.

Overview of Technology Platform

Alpha monitors its system capacity and latency on a continuous basis, which has in fact led to certain initiatives, including thetechnology infrastructure upgrade which Alpha implemented in 2010, leveraging some of the latest technologies available and putting Alpha at the forefront of trading technology provided in Canada. Alpha is now in the process of upgrading its trading software itself, which Alpha anticipates will bring it to the level of the best performing trading platforms globally.

23 While Alpha Exchange has set out this proposal as part of its application, it believes it could be applied to all recognized exchanges.


April 15, 2011 (2011) 34 OSCB 4581

Business Continuity

As an integral part of the company’s overall risk management strategy, Alpha has established a Business Continuity Plan (BCP) to ensure that the essential functions and advanced technology underpinning the delivery of those functions continue to provideservices to clients and the industry under any unwanted or adverse circumstances. Alpha has completed a Business Impact Analysis. (BIA) and has identified the potential impacts a disruption could have on its institution and the critical services Alpha delivers to the industry. The BIA document details the critical services. The BCP and arrangements contained in this document are designed to ensure critical service delivery is maintained. The BCP is complementary to a Disaster Recovery Plan (DRP), a plan that covers all aspects of recovering the business applications, underlying infrastructure, data, data centre facilities, as well as primary business functions within an expected period of time. Also included in the scope of the BCP and DRP are the third parties involved in the provision of the Alpha services.

The BCP is tested on a regular basis and was invoked during the G8/20 Summit and Alpha ATS was able to operate without any disruptions during this time period.

Requirements and Capacity Testing

Each release of the Alpha system is tested to ensure that functional and non-functional requirements are met. System capacity is planned based on documented projections; it is tested, monitored and revisited on a regular basis, at least annually, to determine any changes needed to continue to meet Alpha Exchange’s requirements.

Development and Testing

Alpha reviews and keeps current the development and testing environments of the system on a regular basis, and at least annually. As part of its on-going testing, test cases are created or updated to ensure the functionality and performance of thesystem meets the requirements. All test artefacts are reviewed and kept with each release.

Financial Viability and Reporting

Alpha Exchange is a for-profit corporation. While Alpha Exchange is a new entity in a corporate legal sense, it will in fact simply be continuing the current business and operations of Alpha ATS, a regulated entity which has met and will continue to meet all regulatory capital requirements set out under the IIROC rules until it becomes an exchange.

Alpha Exchange will maintain sufficient financial resources for the proper performance of its functions and to meet its responsibilities. On a quarterly basis, Alpha Exchange will provide the OSC with financial reports and a calculation of certain liquidity, debt coverage and financial leverage measures as set out in the recognition order. Alpha Exchange will also assess theappropriateness of the calculations and whether any alternative calculations should be considered and report the results of thatassessment to the OSC.

Alpha Exchange will file with the OSC annual audited financial statements within 90 days after the end of each financial year.

I. Clearing and Settlement

Alpha Exchange has appropriate arrangements for enabling the clearing and settlement of transactions, and all trades are cleared and settled through a recognized clearing agency.

J. Transparency

Alpha Exchange will be a data contributor to the TMX Datalinx Information Processor. In addition, it has multiple arrangements for satisfying its pre-trade and post-trade information transparency obligations under Part 7 of NI 21-101, and this informationwill be provided to all Alpha Exchange Members on an equitable basis.24

K. Outsourcing

Where Alpha Exchange outsources any of its key functions, it will have appropriate and formal arrangements and processes in place that permit it to meet its obligations and that are in accordance with industry best practices for outsourcing. Alpha’s business model is based on the concept of “smart-sourcing”:

• It leverages third-party service and product providers in areas where building in-house capabilities cannot outperform such third-party providers.

24 Additional details have been set out in the discussion on data distribution.


April 15, 2011 (2011) 34 OSCB 4582

• It maintains and develops in-house expertise in those areas that are unique to its business e.g. market structure, business and technology operations, etc. or required to manage third-party providers.

L. Information Sharing and Regulatory Cooperation

Alpha Exchange has mechanisms in place to ensure that it is able to cooperate, by sharing information or otherwise, with the OSC and its staff, self-regulatory organizations, other exchanges, investor protection funds and other appropriate regulatory bodies.

M. Conclusion

Alpha Exchange respectfully submits that it meets the criteria for recognition so that recognition will not be contrary to the public interest.

Sincerely,

s/ “Jos Schmitt”

Jos Schmitt Chief Executive Officer, Alpha ATS LP and Alpha Exchange Inc.


April 15, 2011 (2011) 34 OSCB 4583

LISTING STANDARDS COMPARISON CHART Current Information for Alpha and for all other exchanges other than Alpha as of December, 2010

Alpha TSX TSX VE CNSX Nasdaq Amex

I. Original Listing

A. Distribution

SPIs:Investment Funds

For each series or class, at least 100,000 units outstanding.

TSX considers applications from SPIs on a case by case basis and will consider:

Objectives & strategy; Nature and size of assets; Anticipatedoperating and financial results;Track record & expertise of managers & advisors; Level of investor & marketsupport for the issuer.

Same as TSX Same as TSX Global Select: Same as for non SPIs

Global Market: Generally 1,100,000 shares held by 400 public board lot holders unless traded in $1000 denominations, in which case, 100 shareholders.

Nasdaq Capital:SPIs trade on Global market

Investment Trusts: 1,000,000 units held by 800 public shareholders

Other:At least 1,000,000 units held by 400 public shareholders unless traded in $1000 denominations or redeemable at holder’s option on at least a weekly basis, unless the security is treated as equity (e.g. equity linked term notes)

Non SPIs Tier 1: Public float of 500,000 shares held by 800 public board lot holders or public float of 1,000,000 shares held by 400 public board lot holders.

Tier 2: Public float of 1,000,000 shares held by 250 public board

1,000,000 freely tradable shares held by 300 public holders

Tier 1: 1,000,000 freely tradable shares held by 200 public board lot holders

Tier 2: 500,000 freely tradable shares held by 200 public board lot holders

At least 500,000 freely-tradable shares held by 150 public board lot holders.

The public float must constitute at least 10% of the outstanding, but can go down to 5% if there are 200 public board lot holders.

Global Select: 1,250,000 shares held by at least 2200 public shareholders, 450 of whom hold a board lot.

Global Market:1,100,000 shares held by 400 public board lot holders

Nasdaq Capital:1,000,000 shares (400,000 ADRs) held by 300 public

Equity: At least 500,000 shares held by 800 public shareholders or 1,000,000 shares held by 400 public shareholders. Companies with 500,000 shares held by 400 holders may be eligible if average daily


April 15, 2011 (2011) 34 OSCB 4584


lot holders. Both Tiers: Public float must be at least 10% of the total outstanding and at least 20% of the outstanding securitiesmust be held by public shareholders.

board lot holders. trading volume over past 6 months is 2000 shares.

Preferred: 100,000 publicly held shares if common stock listed on Amex or NYSE,400,000 shares held by 800 public shareholders if not.

Warrants: Considered on a case-by-case basis must have at least 200,000 warrants held by public warrant holders and underlying must be listed on Amex or NYSE.

Currency and Index Warrants: At least 1,000,000 warrants held by 400 public warrant holders or 2,000,000 held by a smallernumber determined on a case-by-case basis.

Other:At least 1,000,000 units held by 400 public shareholders unless traded in $1000 denominations


April 15, 2011 (2011) 34 OSCB 4585


or redeemable at holder’s option on at least a weekly basis.

Foreign: Canadian issuers: same as US but both Canadian and US public holders counted.

Other:1,000,000 shares held worldwide by 800 worldwide shareholders

Initial Listing –Technology and R&D Alternative Distribution

Not separate Category but alternative test for Tier 2: Public float of 1,000,000 shares held by 200 public board lot holders.

Market value of $50 million and public float of $10 million (technology issuers only)

No alternative test

No alternative test

No alternative test No alternative test

B. Minimum Price/ Float Market Value

SPIs: Issuers other than investment funds— Issuer must be listed and must have a marketcapitalization of at least $150 million.

Global Select:Minimum Public Float Value: $110 million or $100 million if stockholders’ equity of $110 million Closed-end management investment company:$70 million. If listed with other funds in the family, total of $220 million for the family and average of $50 million for each fund and minimum of $35 million.

Global Market:Generally, $4 million.

Closed End Management Investment Companies: $20 million public float value or net asset value or, if part of a group, $10 million public float or net asset value or average for group of $15 million.

Other:$4 million public float value


April 15, 2011 (2011) 34 OSCB 4586


Non SPIs Tier 1: Minimum Public Float Value—$3,000,000.

Tier 2: Minimum Public Float Value—$1,000,000.

Minimum Public Float Value— $4 million

Tier 1: Minimum Public Float Value —$1,000,000

Tier 2: Minimum Public Float Value —$1,000,000

Exchange will use discretion if shares issued at less than $0.005 prior to listing.

Minimum Public Float Value—$50,000

IPO price cannot be less than $0.10 per share

Builders shares (shares issued to insiders for which a hard value cannot be established) cannot have been issued for less than $0.005 in the previous 18 months.Exchange will use discretion with respect to builder shares issued between $0.005 and $0.02.

Global Select:Minimum Public Float Value:

$110 million or $100 million if stockholders’ equity of $110 million or market value of $45 million for IPO or spinoff of other Global Select issuer

Global Market:See assets

Nasdaq Capital:See assets

Equity:Minimum Price —Listing standard 3: $2 Listing Standards 1, 2 and 4: $3

Public Float Value —Listing Standard 1: $3,000,000 Listing standards 2 & 3: $10 million Listing Standard 4: $20 million

MarketCapitalization:Listing standard 3: $50 million Listing standard 4: $75 million

Preferred: $10 price, $2 million public float value if common listed on Amex or NYSE, $4 million if not

Currency or Index Warrants: Initial price of $6 with aggregate public float value of $12 million.

Bonds: $5 million public float value

Other:$4 million public float value

Foreign: Canadian issuers: same


April 15, 2011 (2011) 34 OSCB 4587


as US but both Canadian and US public holders counted.

Other: $3 million worldwide

Tech/R&DAlternative

Not separate category but alternative test for Tier 2:Minimum Public Float Value — $1 million.

Market value of $50 million and public float of $10 million (technology issuers only).

No alternative test

No alternative test

No alternative test No alternative test

C. Assets/Operations


Investmentfunds — Net tangible assets (NTA) of $10 million or NTA of $1 million that is part of a group with aggregate NTA of $20 million and all are listed.

TSX considers applications from SPIs on a case by case basis and will consider

Objectives & strategy; Nature and size of assets; Anticipatedoperating and financial results;Track record & expertise of managers & advisors; Level of investor & marketsupport for the issuer.

Real Estate/ Investment Tier1: - net tangible assets of $5 million - a publicly-disclosed investmentpolicy and strategy, acceptable to the exchange, the includes theapplicant's (i) investment strategies and criteria;(ii) diversi-ficationrequirements; (iii) conflict of interestprovisions; and(iv)contractual rights of access to the books and records of investees;- for invest-ment issuers, a board or advisory board comprised of individuals with adequate

Investmentcompanies:NTA of $4 million or NTA of $2 million, at least 50% of which has been allocated to at least 2 specific investments.

Global Select:No requirement for closed-end management investmentcompanies

Global Market: Generally, if company meets the income test in “other”, more than $100 million in assets and stockholders’ equity of $10 million. If company does not meet income test, either $200 million in assets and equity of $10 million, or $100 million in assets and equity of $20 million

In addition to the regular original listing requirements:

Closed End Management Investment Companies: $20 million public float value or net asset value or, if part of a group, $10 million public float or net asset value or average for group of $15 million.

Currency and Index Warrants: Minimumtangible net worth of $250,000,000 or $150 million and original listed price of all listed warrants is more than 25% of net worth. Specific tests for different types of securities.


April 15, 2011 (2011) 34 OSCB 4588


backgrounds andexperience demonstrating sufficientexpertise in makinginvestmentdecisions; and- for investmentissuers, at least 50% of the applicant's available funds have been allocated to a minimum of two specific investments.

Tier 2: net tangible assets of $2 million; - a publicly-disclosed investmentpolicy and strategy, acceptable to theexchange, that includes (i) the applicant's investmentstrategiesand criteria; (ii) diversi-ficationrequire-ments;(iii) conflict of interestprovisions; and(iv) contrac-tual rights of access to the books and records of investees;- for investmentissuers, a board or advisory board

OtherAssets of $100 million andstockholders’ equity of $10 million or, if unable to satisfy earnings criteria, assets of $200 million and stock holders’ equity of $10 million or assets of $100 million andstockholders’ equity of $20 million.

Investment Trusts: Total assets of $100 million and net worth of $10 million


April 15, 2011 (2011) 34 OSCB 4589


comprised of individuals with adequate backgrounds andexperience demon-stratingsufficientexpertise in makinginvestmentdecisions; and

- for invest-ment issuers, at least 50% of the applicant's available funds have been allocated to a minimum of two specific investments.

Non SPIs We do not have an asset requirement for non-SPIs.

Industrial Exempt:Net tangible assets of $7.5 million.

Non-exempt:- Profitable companiesmust have net tangible assets of $2 million,. - Companies with less than $2 million in NTA may qualify if they meet the earnings and cash flow requirements for exempt companies.- Companies forecastingprofitability must have net tangible assets of $7.5 million

Tech

Tech/Industrial Tier 1:

Category 1:- net tangible assets of $1,000,000;

ORCategory 2:- net tangible assets of $5,000,000

ORCategory 3:No NTA requirement

Tier 2: Category 1:- net tangible assets of $500,000

ORCategory 2:- net tangible assets of $750,000;

ORCategory 3:- net tangible assets of $750,000;

- sufficient

Global Market: Listing Standard 1:

Annual income from continuing operations before income taxes of at least $1,000,000 in the most recent fiscal year or two of the three previous,

stockholders’ equity of $15 million and public float value of $8 million

ORListing Standard 2: Stockholders’ equity of $30 million, two year operating history and public float value of $18 million

ORListing Standard 3: Market cap of $75 million (with a minimum price of $4) and public float value of $20

Listing Standards 1, 2 & 3:Stockholders’ equity of $4 million

Listing Standard 4:Total assets of $75 million in last fiscal year, of 2 of its last 3 fiscal years.


April 15, 2011 (2011) 34 OSCB 4590


companies Non-exempt: -Evidence that the company’s products and services are at an advanced stage of development ofcommercialization and that the company has the necessary management expertise and resources to develop the business.

R&Dcompaniesmust have technical expertise and resources to advance its program, and a minimum two-year operating history that includes research and development activities.

testing of any technology to demonstrate commercialviability;

millions ORListing Standard 4: Total assets and revenues of $75 million each for the most recent fiscal year or two of the three most recent.

Nasdaq Capital: Listing Standard 1: Stockholders’ equity of $5 million, public float value of $15 million and two-year operating history

Listing Standard 2: Market cap of $50 million (minimum price $4), stockholders equity of $4 million and public float worth $15 million

Listing Standard 3: Net income from continuing operations of $750,000 in the past fiscal year or two of the three past,stockholders’ equity of $4 million and public float worth $5 million

Other – Mining

We do not have a separate category.

ExemptNet tangible assets of $7.5 million,

Non-exempt Producing miningcompaniesmust have net tangible assets of $4 million. Exploration anddevelopment-stagecompanies

Tier1: Category 1:- net tangible assets of $2,000,000 ORCategory 2:No NTA requirement

Title to a property on which there has been exploration and a report complying with NI 43-101 recommendsfurtherexploration.

No separate category for mining



April 15, 2011 (2011) 34 OSCB 4591


must have net tangible assets of $3 million, Must hold or have a right to earn a 50% interest in the qualifying property.

Other – Oil & Gas


See reserves See reserves Title to a property on which there has been exploration and a report complying with securities law recommendsfurtherexploration.

No separate category for oil & gas


Other – R & D


Tech ExemptSame as industrial

Non-exempt Evidence that the company’s products and services are at an advanced stage of development ofcommercialization and that the company has the necessary management expertise and resources to develop the business. R&Dcompaniesmust have technical expertise and resources to advance its program. And a minimum two-year operating history that includes research and

Tier1: - a satisfactory recommended research anddevelopment work program of $1 million;

- net tangible assets of $5 million; - at least $1 million in expenditures for prior research and development costs (other than general oradministrative expenses) on thetechnology or product which is the subject of the work program

Tier 2: a satisfactory recommended research anddevelopment work program of $500,000;

No separate category for R & D




April 15, 2011 (2011) 34 OSCB 4592


development activities.

- net tangible assets of $750,000; - at least $500,000 in expenditures for prior research and development costs (other than general oradministrative expenses) on thetechnology or product which is the subject of the work program

D. Working Capital/Income


Adequate working capital to carry on business and an appropriate capital structure.

Adequate working capital to carry on business and an appropriate capital structure.

Real Estate/ Investment Tier 1: - adequate working capital and financial resources for 18 months.

Tier 2: - adequate working capital and financial resources for 12 months;

A recent history as a listed company and working cap of $50,000 or a minimum of $100,000

Global Select:No requirement for closed-end management investmentcompanies

Global MarketSee assets

Non SPIs Adequate working capital to carry on business and an appropriate capital structure.

Industrial Adequate working capital to carry on business and an appropriate capital structure.

Technology: Non-exempt: - At least $10

Tier 1: Category 1: 1- adequate working capital and financial resources to carry on business for 18 months.2

OR Category 2:- adequate

A recent history as a listed company and working cap of $50,000 or a minimum of $100,000

Global Select: Category 1:Aggregate income from continuing operations before income tax of $11 million over the three prior fiscal years, positive income from continuing operations before income tax in

Listing Standard 1:Pre tax income from continuing operations of $750,000 in last fiscal year or 2 of 3 last fiscal years.

Listing Standard 2:

1 Companies must meet all of the requirements of Category 1, 2 or 3. They cannot mix and match. 2 “Financial resources” refers generally only to the ability to pay from cash flow all general and administrative expenses and costs reasonably

required pursuant to the issuer’s business plan. (TSX Venture Policy 1.1, definition of “financial resources”). 3 The exchange will normally consider this requirement to be met where the applicant has historically generated positive cash flow (TSX

Venture Policy 2.1 s. 4.12). 4 Companies must meet all of the requirements of Category 1, 2 or 3. They cannot mix and match.


April 15, 2011 (2011) 34 OSCB 4593


million in the treasury, the majority of which was raised in a prospectus offering,- adequate funds to cover all planned development and capital expenditures and general andadministrative expenses for at least one year, Research and Development Companies must have a minimum of $12 million in treasury and Adequate funds to cover operations (including all planned research and development expenditures) for a period of at least 2 years,

.

working capital and financial resource to carry out the program identified in the plan, including funding any acquisition, growth or expansion plans;

- adequate working capital to satisfy general and administrative expenses for at least 18 months;3 and

- at least $100,000 in unallocated funds.

ORCategory 3:- adequate working capital and financial resources to carry on business for 18 months; and

- net income of $200,000 beforeextraordinary items and after all charges except income tax in the fiscal year preceding the application or - a minimum average net income of $200,000 for at least two of the three preceding fiscal years.

Tier 2: Category 1:4

each of the prior three fiscal years and $2.2 million income from continuing operations before income taxes in each of the two most recent fiscal years ORCategory 2:Aggregate cash flows of $27.5 million over the prior three fiscal years, average market cap of $550 million over the prior 12 months and total revenue of $110 million in previous fiscal year ORCategory 3:Average market cap of at least $850 million over the prior 12 months and total revenue of at least $90 million in the prior fiscal year ORCategory 4:Market cap of $160 million, total assets of $80 million and stockholders’ equity of $55 million.

Global Market: See assets

Nasdaq Capital: See assets

No specific requirement, but must have two years of operations.


April 15, 2011 (2011) 34 OSCB 4594


- adequate financial resources to carry on business for 12 months.

ORCategory 2:- adequate working capital and financial resource to carry out the program identified in the plan, including funding any acquisition, growth or expansion plans;

- adequate working capital to satisfy general and administra–tive expenses for at least 12 months; and


ORCategory 3:- expenditures of $250,000 on the development of the product or technology by the applicant in the preceding 12 months;

- adequate working capital and financial resource to carry out the program identified in the plan, including funding any acquisition, growth or


April 15, 2011 (2011) 34 OSCB 4595


expansion plans;

- adequate working capital to satisfy general and administra-tive expenses for at least 12 months; and


Other – Mining


Exempt:Adequate working capital and an appropriate capital structure.

Non-exempt: At least $2 million in working capital

Tier 1: Category 1:5- adequate working capital and financial resources to (a) conduct therecommendedwork program, (ii) satisfy general and administrative expenses for 18 months, (iii) maintain the property and any other properties on which the applicant will spend more than 20% of its available funds6 in good standing for 18 months; and- $100,000 in unallocated funds.ORCategory 2:- adequate working capital and financial

Same as industrial



5 A company must meet all the requirements of Category 1, 2 or 3. It cannot mix and match. 6 “Available funds” is defined as the estimated working capital available to the applicant, its subsidiaries and proposed subsidiaries as of the

end of the most recent month and the amounts and sources of other funds that will be available to the issuer following the IPO. (TSX Venture Policy 1.1, definitions of “available funds” and “principal property”).

7 “Available funds” is defined as the estimated working capital available to the applicant, its subsidiaries and proposed subsidiaries as of the end of the most recent month and the amounts and sources of other funds that will be available to the issuer following the IPO. (TSX Venture Policy 1.1, definitions of “available funds” and “principal property.”)


April 15, 2011 (2011) 34 OSCB 4596


resources to conduct the business plan recommendedby the feasibility study and to satisfy general and administrative expenses for at least 18 months; and - at least $100,000 in unallocated funds.

Tier 2:- spent a minimum of $100,000 in exploration anddevelopment on the qualifying property in the previous year or have madesufficientexpenditures todemonstrate that it is an advanced exploration property; - adequate working capital to (i) conduct the recom-mended work program, (ii) satisfy general and administrative expenses for 12 months, and (iii) maintain the property and any other properties on which the applicant will spend more than 20% of its available


April 15, 2011 (2011) 34 OSCB 4597


funds7 in good standing for 12 months; and - at least $100,000 in unallocated funds.

Other – Oil & Gas


Exempt:Adequate working capital and an appropriate capital structure.

Non-exempt: Adequate funds to execute the program and cover all other capital expenditures as well as general, administrative and debt serviceexpenses, for a period of 18 months with an allowance forcontingencies.

Tier 1: - adequate working capital and financial resources to carry out the business, subject to a minimum of $500,000.

Tier 2: Category 1:8- adequate working capital and financial resources for 12 months. ORCategory 2:- adequate working capital and financial resources to (i) complete therecommended work program (joint venture or otherwise) and (ii) meet general and administrative expenses for 12 months; and- at least $100,000 in unallocated funds.ORCategory 3:

- allocation of a minimum of $1.5 million of the applicant's

Same as industrial



8 Companies must meet all of the requirements for Category 1, 2 or 3. They cannot mix and match.


April 15, 2011 (2011) 34 OSCB 4598


funds to a joint venture or other satisfactory recommendedexploration program; - adequate working capital to (i) complete the applicant's portion of the work program and (ii) satisfy general and administrative expenses for 12 months; and- at least $100,000 in unallocated funds.

Other – R & D

We do not have a separate category but an alternative test for Technology and R&D for Tier 2: bona fide research anddevelopment expenses of at least $250,000 in each of the previous two fiscal years.


Tier 1: - adequate working capital and financial resources to (i) conduct the work program and (ii) satisfy general and administra-tive expenses for 18 months; and - at least $100,000 in unallocated funds.

Tier 2: - adequate working capital and financial resources to (i) conduct the work program and (ii) satisfy general and administrative expenses for 12 months; and- at least $100,000 in unallocated





April 15, 2011 (2011) 34 OSCB 4599


funds.

E. Earnings from Ongoing Operations / Cash Flow


Same as industrial

Global Select: See working cap

Global Market See assets

Non SPIs Tier 1: Pre-tax cash flow from continuing operations of at least $700,000 in its last fiscal year

Tier 2: Pre-tax cash flow from continuing operations of at least $200,000 in its last fiscal year

Commentary: if the issuer has experienced significant losses in any of last 3 fiscal years, Alpha will review the pre-tax cash flow for an additional two years.

Industrial ExemptEarnings from ongoing operations of at least $300,000 - Pre-tax cash flow of at least $700,000 in the preceding fiscal year and an average annual pre-tax cash flow of $500,000 for the two preceding fiscal years.

Non-exempt Profitable companiesmust have earnings from ongoing operations of at least $200,000 before taxes andextraordinary items in the fiscal year immediately preceding the application, and- pre-tax cash flow of at least $500,000 in the fiscal year preceding the application. Companies forecasting

Tech/IndustrialTier 1:

Category 1:- net income of $100,000 beforeextraordinary items and after all charges except income tax in the fiscal year preceding the application or

- a minimum average net income of $100,000 beforeextraordinary items and after all charges except income tax for at least two of the three preceding fiscal years.

ORCategory 2:- a 24-month management plan outlining thedevelopment of the business demonstrating that the applicant’s product, service or technology is

Operating companiesmust have achieved revenues from the sale of goods and if not profitable, have a business plan thatdemonstrates a reasonable likelihood of profitability. Non-operating companiesmust have a reasonable plan to develop an active business and the financial resources to carry out the plan (achieve limitedobjectives that will advance theirdevelopment to the stage where financing is typically available.

Global Select: See working cap

Global Market See assets

Nasdaq Capital:See assets


April 15, 2011 (2011) 34 OSCB 4600


profitability must have evidence of earnings from ongoing operations for the current or next fiscal year of at least$200,000. - They should also have at least six months of operating history, including grossrevenues at commerciallevels for the preceding six months.

sufficiently developed that there is a reasonable expectation of earnings from its business within the next 24 months;

ORCategory 3:- net income of $200,000 beforeextraordinary items and after all charges except income tax in the fiscal year preceding the application or - a minimum average net income of $200,000 for at least two of the three preceding fiscal years.

Tier 2: Category 1:- net income of $50,000 beforeextraordinary items and after all charges except income tax in the fiscal year preceding the application or - a minimum average net income of $50,000 for at least two of the three preceding fiscal years. ORCategory 2:- revenues derived from commercialoperations in the previous


April 15, 2011 (2011) 34 OSCB 4601


12 months of at least $250,000 - a 24-month management plan outlining the develop-ment of the business demonstra-ting that the applicant’s product, service or technology is sufficiently developed that there is a reasonable expectation of revenue within the next 24 months;

ORCategory 3:- a working prototype of any industrial product;

- a 24-month management plan outlining the develop-ment of the business demonstra-ting that the applicant’s product, service or technology is sufficiently developed that there is a reasonable expectation of revenue within the next 24 months.

Other – Mining


ExemptPre-tax profitability from ongoing operations in the fiscal year immediately preceding the filing of the

No specific requirement

Same as industrial




April 15, 2011 (2011) 34 OSCB 4602


listingapplication, - Pre-tax cash flow of $700,000 in the previous fiscal year and an average annual pre-tax flow of $500,000 for the two preceding fiscal years.

Other – Oil & Gas


ExemptPre-tax profitability from ongoing operations in the fiscal year preceding the application, pre-tax cash flow of $050,000 in the previous fiscal year and an average annual pre-tax cash flow of $500,000 for the two preceding fiscal years.

No specific requirement

Same as industrial



Other – R & D

We do not have a separate category but an alternative test for Tier 2: treasury of at least $5M.






F. Reserves


N/A N/A N/A N/A N/A N/A

Non SPIs N/A N/A N/A N/A N/A N/A


April 15, 2011 (2011) 34 OSCB 4603


Other – Mining

N/A (no exploration companiesqualify)

Exempt:Proven and profitable reserves to provide a mine life of at least 3 years.

Non-Exempt: Producing miningcompaniesmust have proven and probable reserves to provide a mine life of at least three years, together with evidence indicating a reasonable likelihood of futureprofitability;

be in production or have made a production decision on the qualifying project or mine.

Industrial mineral companies(i.e. the minerals produced are not readily marketable)will normally be required to submitcommercialcontracts to demonstrate a reasonable likelihood of futureprofitability, unless the company is presently generating

Tier 1: Category 1: a mineral interest in an advanced exploration property, which is one that has substantial geological merit but is not advanced to the point where sufficientengineering and economic data exist to permit an acceptable valuation option

an indepen-dentgeological reportrecommendsa drilling or detailed sampling program based on the merit of the previous results;a geological reportrecommend-ing a work program on the property of at least $500,000. ORCategory 2: a mineral interest in a property with proven and/or probable reservesproviding for a mine life of at least 3 years; and a positive feasibility study.

Title to a property on which there has been exploration and a report complying with NI 43-101 recommendsfurtherexploration.



9 TSX Venture Policy 1.1, definition of "qualifying property."


April 15, 2011 (2011) 34 OSCB 4604


revenues from production.

Exploration anddevelopment-stagecompaniesmust have net tangible assets of $3 million, an advanced property (generally, one in which continuity of mineralization isdemonstrated in three dimensions at economically interesting grades),

Tier 2:- a minimum 50% interest in a qualifying property, which is the property on which it is relying to meet the minimumlistingrequirements,9 or- be the operator of the property with a satisfactory joint venture agreement to protect the applicant's interest in the property; - a geological reportrecommend-ing a minimum$200,000 non-contingent work program on the property.

Other – Oil & Gas

N/A (no exploration companiesqualify)

Exempt:Proveddeveloped reserves of $7.5 million,

Non-exempt: Proveddeveloped reserves10 of $3 million a clearly defined program which can reasonably be expected to increasereserves

Tier 1: a geological reportdemonstrating proven reserves(producing or non-producing) with a present value of $2 million, based on constant dollar pricing assumptions discounted at 15%.

Title to a property on which there has been exploration and a report complying with securities law recommendsfurtherexploration.



10 Reserves that are expected to be recovered from existing wells and installed facilities or, if facilities have not been installed, that would

involve a low expenditure, when compared to the cost of drilling a well, to put the reserves on production. 11 A one-well drilling program will generally not be acceptable. (TSX Venture Policy 2.1 s. 4.7(c)(i)).


April 15, 2011 (2011) 34 OSCB 4605


Tier 2: Category 1:- at least $500,000 proven producing reservesbased on constantdollar pricing assumptions discounted at 15%;- a geological reportrecommend-ing further development or production; ORCategory 2: - proven and probable reserves(producing or non-producing) with a present value of $750,000 based on constantdollar pricing assumptions, with proven reservesdiscounted at 15% and probable reservesdiscounted a further 50%; - a geological reportrecommend-ing a minimumdevelopment program of $300,000; ORCategory 3: - a satisfactorily diversified exploration program recommendedby the geological report;11


April 15, 2011 (2011) 34 OSCB 4606


G. Escrow

SPIs:Investment Funds and Non SPIs

Governed by NP 46-201. Alpha issuers must have an escrow agreement that complies with the provisions of NP 46-201 respecting “established” issuers.

Governed by NP 46-201 and their own rules for non-exemptissuers. TSX junior issuers areconsidered “established” issuers. For exemptissuers no escrow necessary.

Governed by NP 46-201 and their own rules. TSXV level 1 issuers areconsidered “established” issuers. All others are “emerging”issuers.

Not required except for backdoor listings.Otherwise, governed by NP 46-201. CNSX issuers are considered “emerging”issuers.

II. International Companies

SPIs and Non SPIs

Must be listed on a recognized and acceptable foreignexchange. Jurisdictions that are members of the IOSCO Technical Committee are deemed to be acceptable. Exemption from all or some Handbook requirements if subject to substantially similarregulatory and exchange listing regime as in Canada as well as similar requirements as those contained in the Listing Handbook.

Must be listed on a recognized andacceptable exchange. Mustdemonstrate to exchange that it is able to comply with Canadian reporting and public company standards. This can be done if a board or management member or a consultant or employee is resident in Canada.

No specific requirements

No specific requirements

Public distribution requirements modified (see above), otherwise must meet original listing requirements. Exchange may reject companieswith foreign ownership restrictions.

III. Disclosure

General All exchanges require listed companies to promptly disclose material information publicly. While the list of specific events requiring disclosure vary from market to market, in practice they won’t often if ever have a result where something is material to one exchange and not to another. The one exchange that is somewhat different from the others is Nasdaq, as it ties its disclosure requirements to the SEC’s Regulation FD and doesn’t go beyond that.

Exchanges generally require listed companies to file any periodic disclosure filed with a securities commission.


April 15, 2011 (2011) 34 OSCB 4607


Issuer must give notice of any transaction involving or potentially involving an issuance of listed shares and post details in the appropriate form on the exchange website. Form includes certificate of compliance with applicable rules.

Issuer must give prior notice of corporate actions affecting listedshareholders but not requiring exchange approval (e.g. dividends,transfer agent changes, redemptions).

Issuer must give notice of any transaction considered a “significant transaction” and post details in the appropriate form on the exchange website. Form includes certificate of compliance with applicable rules.

Above notices have to be posted at least 5 business days before the transaction takes place.

Issuer must report share issuances on a quarterly basis and provide

Issuer must give notice of any transaction requiring exchange approval.

Issuer must give prior notice of corporate actionsaffecting listed shareholders but not requiring exchange approval (e.g. dividends,transfer agent changes, redemptions).

Issuer must report share issuances on a monthly basis.

Issuer must give notice of any transaction requiring exchange approval.

Issuer must give prior notice of corporate actions not requiring exchange approval (e.g. dividends,transfer agent changes)


Issuer must give notice of any transaction involving or potentially involving an issuance of listed shares and post details in the appropriate form on the exchange website. Form includes certificate of compliance with applicable rules.

Issuer must give notice of any transaction considered a “significant transaction” and post details in the appropriate form on the exchange website. Form includes certificate of compliance with applicable rules.

Issuer must file monthly and quarterly updates (which include details of share issuances) and annually update listing statement and MD&A.

Issuer must give prior notice of corporate actions affecting listed shareholders but not requiring exchange approval (e.g. dividends, transfer agent changes)


Issuer must give prior notice of corporate actionsaffecting listed shareholders but not requiring exchange approval (e.g. dividends,transfer agent changes)



April 15, 2011 (2011) 34 OSCB 4608


financial statements and MD&A in accordance with therequirements and filing deadlines.

IV. Corporate Transactions

A. General Issuer must give notice of any transaction involving or potentially involving an issuance of listed shares, any transaction deemed a “significant transaction” and backdoor listings and post details in the appropriate form on the exchange website. No exchange approval of transactions, shareholder approval of certaintransactions (described below)

Issuer must apply to list any shares to be issued and exchange must approve. Non-exempt issuers must obtain approval for materialtransactions. Shareholder approval required for certaintransactions (described below).

Issuers must obtain approval for any share issuances or materialtransactions. Shareholder approval required for certaintransactions (described below).

Issuer must give notice of any transaction involving or potentially involving an issuance of listed shares, any transaction deemed a “significant transaction” and backdoor listings and post details in the appropriate form on the exchange website. No exchange approval of transactions, shareholder approval of backdoor listings

Issuer must give 15 days prior notice before -establishing or materially amending a stock option or other equity compensationplan -issuing securities that may result in a change of control-issuing shares in an M&A transaction if an insider has a 5% interest in the other company or insiders as a group have a 10% interest-transactions that may result in the issuance of more than 10% of the outstanding No specific requirements other than shareholder approval (detailed below)

Issuer must apply to list any shares to be issued. The rules set out required disclosure depending on thetransaction,but the forms are not posted on the website. No exchange approval or restrictions on pricing etc., butshareholder approval requirements (detailed below).

B. Private Placements

Maximumpermitteddiscount: 25% if market price $0.50 or less,20% if $0.51-$2, 15% if above $2. Can issue at greater discount with disinterested shareholder

Maximumpermitteddiscount: 25% if market price $0.50 or less,20% if $0.51-$2, 15% if above $2. Can issue at greaterdiscount with disinterested

Maximumpermitteddiscount: 25% if market price $0.50 or less,20% if $0.51-$2, 15% if above $2. Cannot be priced below $0.05.

Maximumpermitteddiscount: 25% if market price $0.50 or less,20% if $0.51-$2, 15% if above $2. Cannot be priced below $0.05.


April 15, 2011 (2011) 34 OSCB 4609


approval. shareholder approval.

C. Warrants UnlistedCannot be exercisable at less than market price and cannot allow for purchase of more shares than issued in privateplacement for which it is a sweetener. Cannot do a bare issuance of warrants.

ListedUnderlying must be listed, must have at least 100 warrant holders holding 100 warrants and 100,000 in total, warrant trust indenture must contain anti-dilution provisions.

UnlistedCannot be exercisable at less than market price and cannot allow for purchase of more shares than issued in privateplacement for which it is a sweetener. Cannot do a bare issuance of warrants.

ListedConsidered on a case-by-case basis. Underlying must be listed, must have at least 100 warrant holders holding 100 warrants and 100,000 in total, warrant trust indenture must contain anti-dilution provisions.

UnlistedCannot be exercisable at less than the greater of the specified premium over market price and $0.10 and cannot allow for purchase of more shares than issued in privateplacement for which it is a sweetener. Cannot do a bare issuance of warrants.

UnlistedCannot be exercisable at less than market price and cannot allow for purchase of more shares than issued in privateplacement for which it is a sweetener. Cannot do a bare issuance of warrants.

Can only be listed if underlying listed

D. Incentive and Compensa-tion Options

Cannot be at a discount to market at time granted. Cannot be priced if undisclosed materialinformation.

Cannot be at a discount to market at time granted. Cannot be priced if undisclosed materialinformation.Limits on how many options may be subject to the plan or granted to one recipient.

Cannot be at a greater discount to market at time granted than permitted for privateplacement. Cannot be priced if undisclosed materialinformation.Limits on how many options may be subject to the plan or granted to one recipient.

Cannot be at a discount to market at time granted. Cannot be priced if undisclosed materialinformation.Terms cannot be changed once issued – issuer must cancel and wait 30 days before granting new option.


April 15, 2011 (2011) 34 OSCB 4610


E. Issued to Charities

May be issued for no consideration on a de minimis basis

May be issued for no consideration on a de minimis basis

F. Rights Offerings

Rights must be transferable and issued on a one right per share basis. Offering must be unconditional. Beneficial holders must have same rounding up privilege as registered.

Rights must betransferable and issued on a one right per share basis. Offering must beunconditional. Beneficial holders must have same rounding up privilege as registered.

Rights must betransferable and issued on a one right per share basis.Offering must beunconditional. Beneficial holders must have same rounding up privilege as registered.

Rights must be transferable and issued on a one right per share basis. Offering must be unconditional.

G.Prospectus Offerings

Pricing and shareholder approval requirements for privateplacements apply to prospectus offerings.

Exchange has discretion to apply pricing andshareholder approval requirements for private placements to prospectus offerings.

Price should not be more than 20% discounted from market and cannot be below $0.05. If a unit with warrants, warrants must beexercisable at market price. Agent and underwriter compensationregulated. Exchange also has a short-formofferingdocument that is exempt from the prospectus requirements in some provinces.

H. Shares for Debt

Treated as privateplacements


Treated as privateplacements, but issuer must certify that cash not available to pay the debt


I. Other Name Changes All issuers: Loans by Name Changes


April 15, 2011 (2011) 34 OSCB 4611


Transactions Regulated

ShareReclassifica-tions, Con-solidations and Splits,Take-over bids, Issuer bids, Transactions with related parties worth more than 10% of market cap. Loans to issuer other than by a financial institution. Payments of Bonuses, Finders’ Fees or Commission.[Note: disclosure requirement only, exchange does not approve transactions].

StockExchange Take-Over Bids and Issuer Bids NormalCourse Issuer BidsSales from Control Block SmallShareholder Arrangements NameChanges ShareReclassifi-cations,Consoli-dations and Splits

Non-exempt issuers:Exchange must approve proposed materialchanges as defined in timely disclosure policy. If consideration to insiders is more than 2% of market cap, must be approved by board and supported by anindependent valuation.

IssuerPayments of Bonuses, Finders’ Fees, CommissionsInvestorRelations ActivitiesChanges of BusinessAcquisitions andDispositions of Non-Cash AssetsStockExchange Take-Over Bids and Issuer Bids NormalCourse Issuer BidsSmallShareholder arrangements NameChanges ShareReclassifications,Consolidations and Splits.

ShareReclassifications,Consolidations and Splits Transactions to related parties worth more than the lesser of $10,000 and 10% of market capLoans to issuer other than by a financial institution Payments of Bonuses, Finders’ Fees or CommissionInvestorRelations ActivitiesChanges in business. [Note:disclosure requirement, exchange does not approve transactions].

V. Requirements for Continued Listing (Suspension/Delisting)

A. General All markets have the discretion to delist or suspend a company that has made an assignment in bankruptcy, is no longer operating or that has a going concern note in their financials. Although CNSX doesn’t have a specific requirement, it has general discretionary power to suspend or delist in the public interest. All markets can suspend or delist for failure to comply with listing requirements generally or to pay applicable fees.

The delisting process is generally a two-stage process. In all but egregious cases, the issuer will be suspended for non-compliance and given a period of time (usually one year) to meet the original listing requirements. Generally speaking, the Canadian exchanges do not have extensive procedural provisions other than to ensure that an issuer has an opportunity to be heard prior to a delisting decision. American exchanges have quite extensive procedural requirements.

B. SPIs: Investment Funds

Cannot be less than $500,000 if part of group or

Same as Non-SPIs

Same as Non-SPIs

Same as Non-SPIs

Closed End Funds Public float


April 15, 2011 (2011) 34 OSCB 4612


$5,000,000 in NTA.

Less than 50,000 units.

value cannot be less than $500,000 for more than 60 days

Closed end fund issuers must continue to qualify under the InvestmentCompany Act of 1940 unless it otherwise meets original listingrequirements.

C. Non SPIs Pre-tax cash flow of $350,000 or, in the case of technology and resource companies,acceptable expenditures of $350,000.

Public distribution of250,000 shares and 200 public board lot holders and public float worth $1,500,000.

Shareholder equity of less than $2 million.

Assets worth $3,000,000 and revenues of $3,000,000 orAcceptable R&Dexpenditures of $1,000,000 orAcceptable exploration anddevelopment expenses of $350,000 with revenues of $3 million from resource sales

Public distribution of 500,000 shares and 150 public board lot holders and a market value of $2 million with a total market cap of $3,000,000.

Net Tangible Assets/Property of $250,000 ($100,000 for technology/industrial)

Public distribution of 300,000 shares held by 150 public board lot holders representing 10% of the total issued and a market cap of $100,000.

Exchange has discretion to delist if in the public interest.

Global Select: Must meet original listing standards. If not, transferred to Global Market

Global Market:At least 400 shareholders and must meet one of the following tests:

Standard 1:Stockholders’ equity of $10 million, public float of 750,000 shares worth $5 million

Standard 2:Market cap of $50 million, public float of 1,100,000 shares worth $15 million

Standard 3:Total assets and revenue of $50 million for the last fiscal year or two of the past three, public float of 1,100,000 shares worth $15 million

SPIs must generally have a public float worth $1 million.

Stockholder EquityStockholders' equity of $2,000,000 if such issuer has sustained losses from continuing operations and/or net losses in two of its three most recent fiscal years; or

stockholders' equity of $4,000,000 if such issuer has sustained losses from continuing operations and/or net losses in three of its four most recent fiscal years; orstockholders' equity of $6,000,000 if such issuer has sustained losses from continuing operations and/or net losses in its five most


April 15, 2011 (2011) 34 OSCB 4613


Nasdaq Capital:500,000 shares held by 300 public shareholders worth $1 million andstockholders’ equity of $2.5 million andmarket cap of $35 million andnet income from continuing operations of $500,000 in past fiscal year or two of three past

recent fiscal years.

However, the Exchange will not normally consider suspending an issuer that does not meet thesestandards if the issuer has: A total value of market capitalizationof$50,000,000; or total assets and revenue of$50,000,000 each in its last fiscal year or in two of its last three fiscal years; and has at least1,100,000 shares publicly held, a market value of publicly held shares of at least$15,000,000 and 400 board lotshareholders. Issuers falling therein.

Distribution—200,000 commonshares held by 300 public shareholders; 50,000 publicly held warrants or preferred shares

Market Value Public float value cannot be less than $1,000,000 for more than


April 15, 2011 (2011) 34 OSCB 4614


90consecutive days ($400,000 for bonds)

Bond issuers must be able to make principal and interestpayments on bonds.

VI. Corporate Governance

A. General Listed issuers must comply with NI 58-101.

Listed issuers must comply with NI 58-101 requirements for non-ventureissuers.

Listed issuers must comply with NI 58-101requirements for venture issuers.

Listed issuers must comply with NI 58-101 requirements for venture issuers.

Foreign issuers must disclose how their governing legislation or constatingdocuments differ materially from Canadian governance requirements.

Listed issuers must comply with Sarbanes-Oxley Act and other applicable law

Listed issuers must comply with Sarbanes-Oxley Act and otherapplicable law

B. Board and Management Composition

Board should have at least 3 independent directors or 1/3 independent, whichever is higher. Independence defined as in NI 52-110.12

Controlled corporations, foreign private, AB issuers and other SPIs are exempt.Issuer must have a CEO, CFO who is not also CEO and a secretary.

Board must have at least 2 independent directors.Issuer must have a CEO, CFO who is not also CEO and a secretary.

Norequirement

No requirement Majority of the Board must be independent directors as defined. Controlled corporations and foreign private issuers are exempt.

Majority of the Board must be independent directors as defined. Controlled corporations and foreign private issuers are exempt.

12 Words in italics mean new additions to Alpha’s Listing Handbook.


April 15, 2011 (2011) 34 OSCB 4615


C. Audit Committee

NI 52-110 NI 52-110 Must have an audit committee of at least 3 directors,majority independent.

Issuers are encouraged, but not required, to appoint independent members

Audit committee must comprise at least 3 directors, all independent. Committee must have a charter conforming to Nasdaq rules.

Auditcommitteemust comprise at least 3 directors, all independent. Committeemust have a charterconforming to Amex rules.

D.Compensation Committee

CEOcompensationmust be determined by an entirely independent compensationcommittee or by majority of the independent directors in a vote in which only they participate. Reviews and approves incentive compensationplans and determines whether shareholder approval should be obtained. Controlled companiesexempted, AB issuers and other SPIs.

Norequirement Shareholders

generally must approve amendments tocompensationplans.

No requirement CEO compensationmust be determined by an entirely independent compensationcommittee or by independent directors in a vote in which only they participate.

CEOcompensationmust be determined by an entirely independent compensationcommittee or by independent directors in a vote in which only they participate.

VII. Security Holder Approval Requirements

A. General Required for backdoor listings.

General discretion to require shareholder approval (or majority of the minority) if a transaction materially affectscontrol of the issuer13, or is non arm’s length.

Generally required if a security issuance(equity or debt) will result in a new control person. Required for backdoor listings All companiesmust comply with MI 61-101 re:

Only required for backdoor listings

Shareholder approval required for change of control (no hard and fast definition).

Shareholder approval required for change of control (no hard and fast definition).

13 Alpha and CNSX must approve new control persons.


April 15, 2011 (2011) 34 OSCB 4616


Required for backdoor listings.

shareholder approval of related party transactions

B. Private Placements

No requirement for arm’s-length placements done at or above the market price.

Shareholder approval required for arm’s-length placements if priced at discounts larger than permitted or for potential issuance of 25% or more of the currentoutstanding at any discount. Minority shareholder approval required if insidersincreaseposition by more than 10% in a twelve-month period.

Required if securities are issued at more than the maximumpermitteddiscount (shareholders participating in the placement are not to vote),the placement involves the issuance or potential issuance of more than 25% of the outstanding securities at any discount; Minority shareholder approval required if insidersincreaseposition by more than 10% in a six-month period.

Disinterested shareholder approval if (i) will result in a new control person, (ii) it appears to be a defensive tactic to a takeover bid or (iii) if it is a related party transaction.

No requirement. Issuers not permitted to issue securities at more than the maximum permitteddiscount.

Required for placements done below the greater of market and book value if more than 20% of the common stock or voting power is issued or issuable, either by the company alone or together with sales by officers, directors and substantial shareholders.

Exemption for companies in financial distress that cannot wait for shareholder approval. Audit committee or independent directors must approve reliance on the exemption

Required for placements done below the greater of market and book value if more than 20% of the common stock or voting power is issued or issuable,either by the company alone or together with sales by officers,directors and substantial shareholders.

C. Public Offering

Rules for private placements apply.

Exchange hasdiscretion to apply rules for private placements.

Norequirement.

No requirement. No requirement Nasdaq has discretion to deem an offering not to be a public offering.

Norequirement.

D. Defensive Tactics

Poison pill rights plans must be ratified by shareholders within 6 months of adoption.

Poison pill rights plans should be ratified by shareholders within 6 months of adoption.

Required for placements that appear to be defensive measure to a take-over

No specific requirements.

Governed by state law?


E. Related Party Transactions (Notinvolving share issuances)

None, but disclosure required if value greater than 10% of market cap.

None for exemptissuers. For non-exempt, board approval with independent

None, but disclosure required if value greater than the lower of 10% of market cap and $10,000.




April 15, 2011 (2011) 34 OSCB 4617


valuation if consideration to insiders is greater than 2% of market cap,shareholder approval if greater than 10%.

F. Related Party Transactions that involved share issuances

Shareholder approval needed if transaction provides consideration to insiders in aggregate of 10% or greater of mkt. capitalization of issuer in the preceding 12 months (for privateplacement and acquisitions). The insiders participating in the transaction are not eligible to vote their securities in respect of such approval.

Shareholder approval needed if transaction provides consideration to insiders in aggregate of 10% or greater of mkt.capitalization of issuer (for Privateplacements in the preceding 6 months) and has not been negotiated at arm's length. The insiders participating in the transaction are not eligible to vote their securities in respect of suchapproval.

All issuers must comply with MI 61-101 Related Party Transactions whether or not they are reporting issuers in Ontario or Quebec.

G. Qualifying Transaction forSPACs/CPCs

N/A:SPACs/CPCsdo not qualify for listing.

Required Required N/A: SPACs/CPCsdo not qualify for listing.

H. Equity Compensation

Governed by shareholder approval requirement in NI 45-106. Required when grant is for any person not previously employed by issuer and issuable

Required when plan instituted and for any amendment where approval is required by §613(i), and every three years if the plan does not

Required if the plan, together with all other plans, could result in the issuance of more than 10% of the outstanding. Rolling plans must be

No specific requirements, governed by shareholder approval requirement in NI 45-106.

Required for establishment and materialamendment of equity compensationarrangements with some limited exceptions.

Required for establishment and material amendment of equity compensationarrangements with some limitedexceptions.


April 15, 2011 (2011) 34 OSCB 4618


securitiesexceed 10%. Board approval generally required for amendments to compensationplans and shareholder approval in certaincircumstances.

have a fixed maximumnumber of securitiesissuable.Unlike other requirements this must be done at a meeting and cannot be done by resolution signed by a majority of shareholders. Required when grant is for any person not previously employed by issuer and issuablesecuritiesexceed 2%.

approved annually.14

This must be done at a meeting and cannot be done by resolution signed by a majority of shareholders. There are morecomplicated requirements for when disinterested shareholder approval is required.

I. Acquisition Required if more than 25% of the outstanding shares/votes to be issued, or If securities issued or issuable to insiders as a group in payment of the purchase price for an acquisition exceeds 10% of the number of securities of the listed issuer in preceding 12 months and issuablesecuritiesexceed 5% of outstanding securities.

Required if theacquisition involves the issuance of more than 25% of the outstanding securities; or if insiders will receive more than 10% of theoutstanding securities(needs majority of minority approval).

Required if more than 20% of the outstanding shares/votes to be issued, or insiders have a 5% interestindividually (or 10% as a group) in the assets acquired and the transaction will result in issuance of 5% or more of commonshares/votes.

Required if more than 20% of the outstanding shares/votesto be issued, or insiders have a 5% interestindividually (or 10% as a group) in the assetsacquired and thetransaction will result in issuance of 5% or more of commonshares/votes.

VIII. Exchange Sanctions

A. General Suspension,Delisting, Determine a person not to be fit to be associated with

Suspension,Delisting, Determine a person not to be fit to be associated

Suspension,Delisting, Determine a person not to be fit to be associated

Suspension,Delisting, Determine a person not to be fit to be associated with

Suspension, Delisting, Determine a person not to be fit to be associated

14 Approval is not required if the issuer is conducting an IPO and discloses details of the plan in the prospectus.


April 15, 2011 (2011) 34 OSCB 4619


a listed issuer with a listed issuer

with a listed issuer

a listed issuer with a listed issuer

B. Public Reprimand

Can issue No provision No provision No provision No provision

C. Officer and Directors

May require replacement if responsible for failure to comply with Alpha rules or securities law.

No provision but in practice can achieve.




April 15, 2011 (2011) 34 OSCB 4620

APPENDIX B

ALPHA EXCHANGE INC.

LISTING HANDBOOK (The “HANDBOOK”)

Contents

Part I. Definitions and Interpretation1.01 Definitions 1.02 Interpretation

Part II. Original Listing Requirements 2.01 General 2.02 Minimum Listing Standards for Issuers other than Special Purpose Issuers

Part III. Ongoing Requirements 3.01 Directors and Officers 3.02. Transfer and Registration of Securities 3.03 Dematerialized Securities

Part IV. Timely Disclosure 4.01 Introduction 4.02 Disclosable Events 4.03 Rumours and Unusual Trading Activity 4.04 Timing of Disclosure and Pre-Notification of the Market Regulator 4.05 Dissemination of Material Information 4.06 Content of News Releases 4.07 Trading Halts 4.08 When Information May be Kept Confidential 4.09 Maintaining Confidentiality 4.10 Insider Trading 4.11 No Selective Disclosure

Part V. Periodic Disclosure 5.01 Documents Required to be Posted 5.02 Dividends 5.03 Other Notifications 5.04 Enhanced Disclosure

Part VI. Corporate Finance and Capital Structure Changes 6.01 Compliance with Disclosure Obligations 6.02 Compliance with Shareholder Approval Requirements 6.03 Prospectuses 6.04 Private Placements 6.05 Securities Issuable on Conversion of an Option, Warrant and Convertible Securities Other Than Incentive

Options6.06 Acquisitions 6.07 Incentive and Compensation Options


April 15, 2011 (2011) 34 OSCB 4621

6.08 Rights Offerings 6.09 Issuer Bids 6.10 Take-Over Bids 6.11 Additional Listings 6.12 Name Change 6.13 Stock Subdivisions (Stock Splits) 6.14 Security Consolidations 6.15 Security Reclassifications with No Security Split 6.16 Supplemental Listings 6.17 Restricted Shares 6.18 Normal Course Issuer Bids – Procedure 6.19 Normal Course Issuer Bids – Restrictions on Purchases 6.20 Normal Course Issuer Bids – Limits on Price and Volume 6.21 Shareholder Rights Plans – Procedure

Part VII. Significant Transactions 7.01 Notification

Part VIII. Backdoor Listings 8.01 Definition 8.02 Exception 8.03 Procedure

Part IX. Suspensions, Delisting and Other Remedial Actions 9.01 General 9.02 Halts 9.03 Suspensions 9.04 Declaration of Non-Compliance 9.05 Public Reprimand. 9.06 Delisting

Part X. Corporate Governance and Security holder Approval 10.01 Application 10.02 Definition of “Independence” 10.03 Governance of Listed Issuers 10.04 Audit Committee 10.05 Compensation Committee 10.06 No Derogation from Corporate or Securities Law 10.07 General Requirements 10.08 Private Placements 10.09 Acquisitions 10.10 Acquisitions and Reorganizations of Listed Investment Funds

Part XI. Appeals 11.01 Appeals of Decision

Part I. Definitions and Interpretation

1.01 Definitions

(1) Unless otherwise defined or interpreted or the subject matter or context otherwise requires, every term used in Alpha Requirements that is defined or interpreted in

(a) Ontario securities law,

(b) UMIR,

(c) IIROC Rules, or

(d) Alpha Trading Policies

has the same meaning in this Handbook.


April 15, 2011 (2011) 34 OSCB 4622

(2) The following terms have the meanings set out when used in this Handbook:

Average Daily Trading Volume The trading volume for a listed security on all marketplaces for the six months preceding the date of posting of a Form 16A, excluding any purchases made under a normal course issuer bid, divided by the number of trading days during that period. If the securities have traded for less than six months, the trading volume on all marketplaces since the first day on which the security traded, which must be at least four weeks prior to the date of posting Form 16A.

Beneficial Holders Those security holders of an issuer that are included in either:

• a Demographic Summary Report available from the International Investors Communications Corporation; or

• a non-objecting beneficial owner list for the issuer under National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer.

Common Shares Equity Shares with voting rights that are exercisable in all circumstances irrespective of the number or percentage of securities owned that are not, on a per share basis, less than the voting rights attached to any other class of shares of the issuer.

Decision Any decision, direction, order, ruling, guideline or other determination of Alpha, including any committee of Alpha, or of the market regulator made in the administration of this Handbook.

Delist The termination of a security’s listing on Alpha, which renders it ineligible for trading on Alpha.

Equity Shares Shares of an issuer that carry a residual right to participate in the earnings of the issuer and in the issuer`s assets upon dissolution or liquidation.

Listed Issuer A Tier 1 or Tier 2 issuer with one or more classes of securities listed on Alpha.

Non-Voting Shares Restricted Shares that do not carry a right to vote except in certain limited circumstances such as to elect a limited number of directors or to vote where mandated by applicable corporate or securities law

Normal Course Issuer Bid An issuer bid for a class of listed securities where the purchases over a 12-month period by the issuer or persons acting jointly or in concert with the issuer and commencing on the date of posting of the documents required by Alpha Requirements, do not exceed the greater of

• 10% of the Public Float, or • 5% of the securities

of the class outstanding as of the date of posting of the documents required by Alpha Requirements, excluding purchases under a formal issuer bid.

Other Issuers Issuer which is at the time of applying for the listing of a security is listed on an exchange other than Alpha.


April 15, 2011 (2011) 34 OSCB 4623

Outside Director A director who is not an officer or employee of a Listed Issuer or any of its affiliates.

Preference Shares Shares which have a genuine and non-specious preference or right over all classes of Equity Shares.

Post Submitting a document in prescribed electronic format to the specified website and, in the case of a requirement to post a security certificate, means filing a definitive specimen with Alpha.

Public Float The number of securities outstanding, less shares known by the Listed Issuer after reasonable enquiry to be beneficially owned or under the control or direction of

• the Listed Issuer, and • every Related Person of the Listed Issuer,

and less any securities that are pooled, escrowed or subject to restrictions on transfer.

Record Date The date fixed for the purpose of determining security holders of a Listed Issuer eligible for a distribution or other entitlement.

Registered Holders of an Issuer The registered security holders of an issuer that are beneficial owners of the equity securities of that issuer. For the purposes of this definition, where the beneficial owner controls or is an affiliate of the registered security holder, the registered security holder shall be deemed to be the beneficial owner.

Related Entity of an Issuer • a person o that is an affiliated entity of the listed

issuer;o of which the Listed Issuer is a control block

holder; • a management company or distribution

company of a mutual fund that is a Listed Issuer; or

• a management company or other company that operates a trust or partnership that is a Listed Issuer.

Related Person of an Issuer • a Related Entity of the Listed Issuer; • partners, directors and officers of the Listed

Issuer or Related Entity; • any person that beneficially owns, either

directly or indirectly, or exercises voting control or direction over at least 10% of the total voting rights attached to all voting securities of the Listed Issuer or Related Entity of an Issuer;

• an investment manager of a Special Purpose Issuer that is an investment fund;

• partners, directors and officers of an investment manager of a Special Purpose Issuer that is an investment fund;

• a promoter of the company; and • such other person as may be designated from

time to time by Alpha.

Restricted Shares Equity Shares that are neither Common Shares nor Preference Shares.


April 15, 2011 (2011) 34 OSCB 4624

Restricted Voting Shares Restricted Shares that carry a right to vote subject to a restriction on the number or percentage of securities that may be voted by a shareholder or combination of shareholders, other than a restriction that is permitted or required by statute that is only applicable to non-residents or non-citizens of Canada.

Special Purpose Issuer An issuer of a structured product such as an exchange traded fund, investment fund or split share corporation.

Stock Option An option to purchase shares from treasury granted to an employee, director, officer, consultant or service provider of a Listed Issuer.

Subordinate Voting Shares Restricted Shares that carry a right to vote where there is another class of shares outstanding that carry a greater right to vote on a per-security basis.

Tier 1 Issuer A Listed Issuer which will be classified as a “non-venture” issuer for purposes of complying with any rules of any applicable securities regulatory authority.

Tier 2 Issuer A Listed Issuer which will be classified as a “venture” issuer for purposes of complying with any rules of any applicable securities regulatory authority.

Unrelated Director An outside director who has no relationship with the Issuer, in any capacity (e.g. as lawyer, accountant, banker, supplier or customer), save as a shareholder of the Issuer who is not a Control Block Holder.

1.02 Interpretation

(1) A company is an affiliate of another company if one of them is a subsidiary of the other or if both are subsidiaries of thesame company or if each of them is controlled by the same Person.

(2) The division of Alpha Requirements into separate rules, policies, divisions, sections, subsections and clauses and the provision of a table of contents, headings and notes is for convenience of reference only and shall not affect the construction or interpretation of Alpha Requirements.

(3) The words “hereof,” “herein,” “hereby,” “hereunder” and similar expressions mean the whole of this Handbook and not simply the particular provision in which the term is mentioned, unless the context clearly indicates otherwise.

(4) The word “or” is not exclusive.

(5) The word “including,” when following any general statement or term, does not limit the meaning of the general statement or term to the specific matter immediately following the statement or term.

(6) Unless otherwise specified, any reference to a statute includes that statute and the regulations made pursuant to that statute, with all amendments made and in force from time to time, and to any statute or regulation that supersedes that statute or regulation.

(7) Unless otherwise specified, any reference to a rule, policy, blanket order or instrument includes all amendments made and in force from time to time, and to any rule, policy, blanket order or instrument that supersedes that rule, policy, blanket order or instrument.

(8) Grammatical variations of any defined term have the same meaning.

(9) Any word imputing gender includes the masculine, feminine and neuter genders.

(10) Any word in the singular includes the plural and vice versa.

(11) All references to time in Alpha Requirements are to Toronto time unless otherwise stated.


April 15, 2011 (2011) 34 OSCB 4625

(12) All references to currency in Alpha Requirements are to Canadian dollars unless otherwise stated.

Part II. Original Listing Requirements

2.01 General

(1) This part of the Handbook concerns issuers that do not have any securities listed on Alpha or are undergoing a “backdoor listing”. Listed Issuers that wish to list additional securities of an already listed class must comply with the additional listing requirements of Part VI. Listed Issuers or Other Issuers that wish to list a new class of securities must comply with the supplemental listing requirements of Part VI. Listed Issuers that wish to substitute a class of listed securities with a different class must comply with the substitution listing requirements of Part VI.

(2) Alpha considers a number of factors in exercising its discretion to list securities, and may refuse to list an issuer that otherwise meets the minimum standards set out below. These factors include:

(a) Track record: The issuer has a history of profitable operations or, if not, significant revenues.

(b) Quality of management: The issuer’s directors, officers and controlling shareholders do not have a regulatory history or reputation that give rise to concerns that the business of the issuer will not be conducted with integrity or due regard to the interests of shareholders.

(c) Distribution: The issuer has a sufficient number of freely-tradeable securities outstanding to foster a liquid market in the listed securities.

(d) Acceptable capital structure: In determining whether a capital structure is acceptable, Alpha will consider such factors as (i) the price of shares, units or notional amount issued prior to an initial public offering, or the value of the goods or services provided in consideration for the shares, units or notional amounts compared to the price in the initial public offering, (ii) whether shares, units or notional amounts issued prior to the initial public offering were issued primarily to non-arm’s length parties, and (iii) the number of shares, units or the notional amount issued prior to the initial public offering compared to the number to be issued in the initial public offering.

(3) Alpha may request any other documentation or information as part of the original and ongoing listing requirements so that it may confirm that the Issuer is meeting Alpha Requirements.

2.02 Minimum Listing Standards for Tier 1 Issuers other than Special Purpose Issuers

(1) Equity – Shareholder equity of at least $4,000,000 for issuers.

(2) Income – Pre-tax cash flow from continuing operations of at least $700,000 in its last fiscal year.

Commentary:

If an issuer has experienced material net income losses in any of the last three fiscal years, Alpha will review the pre-tax cash flow for an additional two years to consider if compliance with the income requirement is sufficient or listing should be denied.

(3) Distribution – Minimum Public Float of 500,000shares, together with a minimum of 800 public Board Lot holders or minimum Public Float of 1,000,000 shares together with a minimum of 400 public Board Lot holders.

(4) Minimum Public Float Value – $3,000,000.

(5) Working Capital – Adequate working capital to carry on business and an appropriate capital structure.

Commentary:

The requirements of subsections (1), (4) and (5) apply to companies that qualify under this subsection.

Minimum Listing Standards for Special Purpose Tier 1 Issuers: Investment Funds

(1) A Special Purpose Issuer that is an investment fund must have net tangible assets of at least $10,000,000 unless it is a Special Purpose Issuer that is an investment fund with net tangible assets of at least $1,000,000 and is part of a group


April 15, 2011 (2011) 34 OSCB 4626

of companies that are under the same manager, all of which are listed or are to be listed on Alpha or another exchange, and the group has net tangible assets of at least $20,000,000.

(2) Distribution – For each series of units of an investment fund there must be at least 100,000 units outstanding prior to the commencement of trading of a series of units on Alpha.

(3) Redeemable Units – Units must be redeemable, directly or indirectly from the investment company for securities and/or cash.

(4) Calculation of Net Asset Value or Index Value – A listed Special Purpose Issuer must provide Alpha with a representation that the NAV or Index value will be calculated each business day and will be made available to all Members at the same time.

2.0 Minimum Listing Standards for Special Purpose Tier 1 Issuers: Other

(1) This section contains the minimum listing standards for securities other than equity and preference shares, warrants of a Listed Issuer to purchase listed securities of its own issue and units of investment funds.

(2) A Special Purpose Issuer other than an investment fund must be a Listed Issuer or Other Issuer with a market capitalization of at least $150 million.

(3) Liquidity of Underlying Asset – There must be evidence of the liquidity of the underlying asset.

(4) The securities to be listed must have been issued pursuant to a prospectus qualified by a securities regulatory authority.

(5) An application for listing under this section must be accompanied by a market maker application acceptable to Alpha.

2.05 Minimum Listing Standards for Tier 2 Issuers

(1) Equity – Shareholder equity of at least $2,000,000 for issuers;

(2) Income – Pre-tax cash flow from continuing operations of at least $200,000 in its last fiscal year.

Commentary:

If an issuer has experienced material net income losses in any of the last three fiscal years, Alpha will review the pre-tax cash flow for an additional two years to consider if compliance with the income requirement is sufficient or listing should be denied.

(3) Distribution – Minimum Public Float of 1,000,000 shares, together with a minimum of 250 public Board Lot holders.

(4) Minimum Public Float Value – $1,000,000.

(5) Working Capital – Adequate working capital to carry on business and an appropriate capital structure.

(6) Alternative Test for Technology and Research and Development Companies – A technology or research and development issuer that does not meet the criteria in subsection (2) qualifies if it has

(a) at least $5,000,000 in the treasury;

(b) bona fide research and development expenses of at least $250,000 in each of the previous two fiscal years;

(c) evidence that the company’s products or services are at an advanced stage of development and that there is market demand for the product or service;

(d) evidence that the company’s management has the expertise required to develop the business to a point of profitability; and

(e) minimum Public Float of 1,000,000 shares, together with a minimum of 200 public Board Lot holders.


April 15, 2011 (2011) 34 OSCB 4627

Commentary:

The requirements of subsections (4) and (5) apply to companies that qualify under this subsection.

2.06 Management

(1) Alpha considers the quality of management of its Listed Issuers to be an important component of a fair and orderly market for investors. Therefore, Alpha may review the conduct of any Related Person of the Issuer. Alpha must be satisfied that the business of the Listed Issuer will be conducted with integrity and in the best interests of shareholders, unit holder and debt holders, and that the Listed Issuer will comply with Alpha Requirements and applicable securities law.

Commentary:

In particular, an issuer will not be approved for listing if any related person has been convicted of fraud, breach of fiduciaryduty, violations of securities legislation (other than minor violations that do not give rise to investor protection or market integrity concerns) unless the issuer severs relations with such person to the satisfaction of the Exchange.

An issuer may not be approved for listing if any related person has entered into a settlement agreement with a securities regulatory authority or is associated with any person who would disqualify an issuer for listing.

(2) Management must have knowledge and expertise relevant to the business of the issuer.

2.07 Inter-listed Issuers

(1) A foreign-incorporated issuer that is listed and in good standing on a recognized foreign exchange may be listed by filing the documents in section 2.06. Upon acceptance, the issuer is not subject to the provisions of this Handbook, but must contemporaneously post all documents filed with the foreign exchange on Alpha [or on its home web site], translated into either English or French if necessary.

(2) The Listed Issuer will be automatically suspended from trading if it is suspended or delisted from the foreign exchange.

(3) Alpha will consider granting an exemption from some or all of the provisions of this Handbook for an issuer that is listed on a recognized foreign stock exchange.

Commentary:

An exemption may be granted where Alpha is satisfied that the issuer is subject to substantially similar regulatory and exchange listing regime as in Canada as well as similar requirements as those contained in this Handbook. Alpha considers exchanges located in countries represented on the IOSCO Technical Committee to have substantially similar requirements, and will make determinations for exchanges located in other countries on a case-by-case basis.

Foreign Listed Issuers are subject to all applicable Canadian securities laws unless exemptions are obtained from the relevant securities commission(s).

2.08 Designation of Restricted Securities

(1) This section is to be read in conjunction with OSC Rule 56-501 Restricted Shares.

(2) Non-voting Shares, Restricted Voting Shares and Subordinate Voting Shares must be identified as such in the Listed Issuer`s constating documents and will be identified by Alpha as such in market data displays prepared for the financial press.

(3) A class of shares may not be designated as `common` unless the shares are Common Shares.

(4) A class of shares may not be designated as `preference` or `preferred` securities unless the shares are Preference Shares.

(5) An issuer`s constating documents must give Restricted Shareholders the same right to receive notice of, attend and speak at all shareholder meetings as Common Shareholders and to receive all disclosure documents and other information sent to Common Shareholders.

(6) A Listed Issuer with outstanding listed Restricted Shares or intending to list Restricted Shares must include in its ListingStatement the disclosure required by Part 2 of OSC Rule 56-501.


April 15, 2011 (2011) 34 OSCB 4628

Commentary:

Issuances of Restricted Shares and superior voting shares post-listing are subject to section 6.17 of this Handbook.

2.09 Coattail Provisions

(1) Alpha will not list Restricted Shares unless the issuer`s constating documents provide that if a take-over bid is made to Common Shareholders, whether or not the Common Shares are listed, the Restricted Shares will automatically convert to Common Shares unless an identical offer (in terms of price per share, percentage of shares to be taken up exclusive of shares already owned by the offeror and its associates and all other material conditions) is concurrently made to Restricted Shareholders.

2.10 Escrow

(1) An issuer applying for listing in conjunction with an initial public offering must have an escrow agreement with its principals that complies fully with the requirements of National Policy 46-201 Escrow for Initial Public Offeringsrespecting established issuers.

2.11 Listing Application – Procedure

(1) The application for listing must include the following:

(a) a completed Listing Application (Form 1) together with the supporting documentation set out in Appendix A to the Listing Application;

(b) a draft Listing Statement (Form 2 or 2A) (including financial statements approved by the Issuer’s Board of Directors and its Audit Committee);

(c) a duly executed Personal Information Form (Form 3) from each Related Person of the Issuer; if any of these persons is not an individual, a PIF from each director, senior officer and each person who beneficially, directly or indirectly owns, controls or exercises direction over 20% or more of the voting rights of such non-individual;

(d) current insider reports from each person required to file a PIF, as filed with the Commission;

(e) for technology applicants, projected sources and uses of funds statement, including related assumptions, for a period of 12 months, presented on a quarterly basis, prepared by management and signed by the Chief Financial Officer;’

(f) for research and development applicants, projected sources and uses of funds statement, including related assumptions, for a period of 24 months, presented on a quarterly basis, prepared by management and signed by the Chief Financial Officer;

(g) such other documentation as Alpha may require to assess the issuer’s qualification for listing or to support the disclosures made in the Listing Statement and other documentation filed in connection with the listing application; and

Commentary:

Alpha will not normally require an issuer to file technical reports required to be filed with securities commissions under National Instruments 43-101 and 51-101, but may require the issuer to provide a summary.

(h) the application fee plus applicable taxes.;

(2) Alpha will use its best efforts to review the application in a timely manner with due regard to any schedule for filing a prospectus.

(3) Following its review, Alpha may conditionally approve the issuer, or defer or decline the application.

(4) If an issuer is conditionally approved, it has 90 days in which to file the final documentation set out in section 2.07. If an application is deferred, the issuer has 90 days in which to address the specific issues that caused deferral. If the issues are not addressed during that period to the satisfaction of Alpha, the application will be declined.


April 15, 2011 (2011) 34 OSCB 4629

(5) Subject to a right of appeal, a declined issuer may not submit a new application until six months have elapsed from the date on which it was given notice of that the application was declined.

(6) Ontario securities law prohibits a person with the intention of effecting a trade in a security from making any representation that a security will be listed on a stock exchange unless the exchange has granted conditional approval to the listing or otherwise approves. An issuer that has been conditionally approved for listing may use the following language in its final prospectus or offering document, but only in its entirety:

“Alpha Exchange has conditionally approved the listing of these securities. Listing is subject to the Issuer fulfilling all of Alpha Exchange’s requirements on or before (date stipulated by Alpha Exchange), including distribution of these securities to a minimum number of shareholders.”

Commentary:

Alpha will also advise the relevant securities commission(s) of the conditional approval.

2.12 Final Documentation

(1) The issuer must submit the following documentation for final listing approval and posting of its securities for trading on Alpha and must post the documents on the Alpha website forthwith following final approval:

(a) One originally executed copy of the Listing Statement (Form 2 or 2A) dated within three business days of the date they are submitted, together with any additions or amendments to the supporting documentation previously provided as required by Appendix A to the Listing Application ;

(b) two duly executed Listing Agreements (Form 4);

(c) an opinion of counsel that the Issuer:

(i) is in good standing under and not in default of applicable corporate law;

(ii) is not in default of any requirement of any jurisdiction in which it is a reporting issuer or equivalent;

(iii) has the corporate power and capacity to own its properties and assets, to carry on its business as it is currently being conducted, and to enter into the Listing Agreement and to perform its obligations thereunder;

(iv) has taken all necessary corporate action to authorize the execution, delivery and performance of the Listing Agreement and that the Listing Agreement has been duly executed and delivered by the Issuer and constitutes a legal, valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms;

(d) an opinion of counsel that all shares previously issued of the class of securities to be listed or that may be issued upon conversion, exercise or exchange of other previously-issued securities are or will be duly issued and are or will be outstanding as fully paid and non-assessable shares;

(e) a certificate of the applicable government authority that the Issuer is in good standing under and not in default of applicable corporate law;

(f) a copy of the written notice from the Clearing corporation confirming the CUSIP number assigned to the listed securities;

(g) if the issuer is to be listed upon conclusion of a public offering, a copy of the receipt(s) for the (final) prospectus;

(h) a letter from the transfer agent stating the total number of shares issued and confirmation of the number of shareholders holding at least one Board Lot of the issuer’s securities; and

(i) such other documentation as Alpha may require; and

(j) the balance of the listing fee plus applicable taxes.


April 15, 2011 (2011) 34 OSCB 4630

Ongoing Requirements

3.01 Directors and Officers

(1) Every new Related Person of a Listed Issuer must complete a Personal Information Form (Form 3) upon their becoming a Related Person of an Issuer.

(2) Alpha may collect such personal information about the Related Person of an Issuer as it sees fit.

(3) A Listed Issuer must immediately remove, or cause the resignation of, any director or officer who Alpha determines is not suitable to act as a director or officer of a Listed Issuer. For other unsuitable Related Persons of the Listed Issuer, the Listed Issuer must immediately sever relations with such Person to the satisfaction of Alpha, or, in the case of a control person, satisfy Alpha that the control person does not and will not have any role in the governance of the Listed Issuer.

3.02. Transfer and Registration of Securities

(1) Every Listed Issuer must maintain in good standing transfer and registration facilities in the City of Toronto, where its Listed Securities must be directly transferable.

(2) The transfer and registration facilities must be operated by a transfer agent recognized by the clearing corporation.

3.03 Dematerialized Securities

Issuers must make arrangements acceptable to the Clearing Corporation so that all trades in listed securities are cleared and settled on a book-entry only basis.

3.04 Posting Officer

(1) A Listed Issuer must designate at least one individual to act as its posting officer and at least one backup. The posting officers are responsible for making all of the postings required under Alpha Requirements.

(2) A Listed Issuer may post documents through the facilities of a third party service provider approved by Alpha.

3.05 Postings

(1) A Listed Issuer must post electronic copies of all documents required to be posted with Alpha on the Alpha website.

(2) In lieu of posting, a Listed Issuer may file the following documents with Alpha no later than the deadline for posting

(i) documents listed in section 2.07(c); and

(ii) any opinion of counsel.

(3) A filing made under subsection (2) must indicate that it is made in lieu of posting the document.

Part IV. Timely Disclosure

A. Obligation to Disclose Material Information

4.01 Introduction

(1) This Handbook is not an exhaustive statement of the timely and continuous disclosure requirements applicable to Listed Issuers. Listed Issuers must comply with all applicable requirements of securities legislation. In particular, mining issuers must comply with the additional disclosure requirements of National Policy 43-101 – Standards of Disclosure for Mineral Projects. Oil and gas issuers must comply with the additional disclosure requirements of (Proposed) National Instrument 51-101 – Standards of Disclosure for Oil and Gas Activities. All Listed Issuers must comply with National Policy 51-201 – Disclosure Standards and, if applicable section 11.2 of NI 81-106 Investment Fund Continuous Disclosure.


April 15, 2011 (2011) 34 OSCB 4631

(2) Each Listed Issuer must determine what information is material in the context of its own affairs. The materiality of information varies from one issuer to another, and will be influenced by factors such as the issuer’s profitability, assets, capitalization, and the nature of its operations.

Commentary:

“Material information” is any information relating to the business and affairs of an issuer that results in or would reasonablybe expected to result in a significant change to the market price or value of any of the issuer’s listed securities. It is broader than the concept of “material change” in Ontario securities law. An event that is “significant” or “major” in the context of a smaller company’s business and affairs may not be material to a larger one. Given the element of judgment involved, listed companies are encouraged to consult with the Market Regulator on a confidential basis at an early stage to determine whether a particular event gives rise to material information.

4.02 Disclosable Events

(1) Listed Issuers are required to make immediate public disclosure of all material information. They are not required to interpret the impact of external political, economic and social developments on their affairs, but if the external development will have or has had a direct effect on their business and affairs that is both material and uncharacteristic of the effect generally experienced as a result of such development by other companies engaged in the same business or industry, Listed Issuers are urged, where practical, to explain the particular impact on them. For example, a change in government policy that affects most companies in a particular industry does not require an announcement, but if it affects only one or a few companies in a material way, an announcement should be made.

(2) A reasonable investor’s investment decision may be affected by factors relating directly to the securities themselves as well as by information concerning the Listed Issuer’s business and affairs. For example, changes in a Listed Issuer’s issued capital, stock splits, redemptions and dividend decisions may all have an impact upon the reasonable investor’s investment decision.

(3) Actual or proposed developments that require immediate disclosure include, but are not limited to, the following:

(a) changes in share ownership that may affect control of the issuer;

(b) changes in corporate structure, such as reorganizations, amalgamations, etc.;

(c) take-over bids or issuer bids;

(d) major corporate acquisitions or dispositions;

(e) changes in capital structure;

(f) borrowing of a significant amount of funds;

(g) public or private sale of additional securities;

(h) development of new products and developments affecting the issuer’s resources, technology, products or market;

(i) significant discoveries or exploration results, both positive and negative, by resource companies;

(j) entering into or loss of significant contracts;

(k) firm evidence of significant increases or decreases in near-term earnings prospects;

(l) changes in capital investment plans or corporate objectives;

(m) significant changes in management;

(n) significant litigation;

(o) major labour disputes or disputes with major contractors or suppliers;

(p) events of default under financing or other agreements; or


April 15, 2011 (2011) 34 OSCB 4632

(q) any other developments relating to the business and affairs of the issuer that might reasonably be expected to influence or change an investment decision of a reasonable investor.

Commentary:

Disclosure is only required where a development is material. Announcements of an intention to proceed with a transaction or activity should be made when a decision has been made to proceed with it by the company’s board of directors or by senior management with the expectation of concurrence from the board of directors. However, a corporate development in respect of which no firm decision has yet been made but that is reflected in the market price may require prompt disclosure.

Forecasts of earnings and other financial forecasts need not be disclosed, but where a significant increase or decrease in earnings is indicated in the near future, such as in the next fiscal quarter, this fact must be disclosed. Forecasts should not be provided on a selective basis to investors or others not involved in the management of the affairs of the issuer. If disclosed, they should be generally disclosed.

(4) If a pending transaction has been announced but has not closed, updates should be provided at least every 30 days, unless the original announcement specifies a specific date on which an update will be given. Any material change to the pending transaction as announced must be disclosed promptly.

4.03 Rumours and Unusual Trading Activity

(1) Rumours and unusual trading activity may influence or change the investment decision of a reasonable investor and/or the trading price of an issuer’s securities. It is impractical to expect management to be aware of, and comment on, all rumours or unusual trading activity. However, when either rumours or unusual trading activity occur, the Market Regulator may request that the Issuer make a clarifying statement. A trading halt may be imposed pending release of a “no corporate developments” statement.

(2) If a rumour is correct in whole or in part, or if it appears that the unusual trading activity reflects illicit trading on non-disclosed material information, the Market Regulator will require the Listed Issuer to make immediate disclosure of the relevant material information, and a trading halt may be imposed pending release and dissemination of that information.

4.04 Timing of Disclosure and Pre-Notification of the Market Regulator

(1) A Listed Issuer must disclose material information forthwith upon the information becoming known to management, or in the case of information previously known, forthwith upon it becoming apparent that the information is material. Immediate release of information is necessary to ensure that it is promptly available to all investors and to reduce the risk that persons with access to that information will act upon undisclosed information.

(2) The policy of immediate disclosure frequently requires that press releases be issued during trading hours, especially when an important corporate development has occurred. When this occurs, the Listed Issuer must notify the Market Regulator prior to the issuance of a press release and must not disseminate the press release until instructed by the Market Regulator. The Market Regulator will determine whether trading in the issuer’s securities should be temporarily halted. The Market Regulator will also review the proposed wording of the press release to ensure it is complete and balanced.

(3) Where a release is issued after the close of trading, the Market Regulator should be advised prior to the opening of trading the following day.

4.05 Dissemination of Material Information

(1) After notifying the Market Regulator, the news release must be transmitted to the media by the quickest possible method, and by a method that provides the widest dissemination possible. To ensure that the entire financial community is aware of the news at the same time, a wire service (or combination of services) must be used which provides national and simultaneous coverage.

(2) Dissemination of news is essential to ensure that all investors have equal and timely information. Listed Issuers must ensure appropriate dissemination of news releases, and any failure to properly disseminate news shall be deemed to be a breach of this policy and shall be grounds for suspension or delisting of the listed company’s securities. In particular, the Exchange will not consider relieving a listed company from its obligation to disseminate news properly because of cost factors.


April 15, 2011 (2011) 34 OSCB 4633

(3) Listed Issuers are encouraged to use services such as Dow Jones and Reuters that provide wide dissemination at no cost to the issuer. However, because they may not carry the release or may heavily edit it, they are not acceptable as a sole means of dissemination.

Commentary:

Alpha accepts the use of any news services that meet the following criteria:

1. Dissemination of the full text of the release to the national financial press and to daily newspapers that provide regular coverage of financial news;

2. Dissemination to all members; and

3. Dissemination to all relevant regulatory bodies.

(4) Similarly, while the Listed Issuer must post all news releases on Alpha’s website and may also post them on its own website, this is not an acceptable means of dissemination. Listed Issuers must be careful they do not “front run” their press release by posting it on a website before it has been disseminated by a full-text service.

Commentary:

If a Listed Issuer chooses to post news releases or other documents required to be filed by Alpha or by securities regulatory authorities on its website, it must post all of them. It cannot post only favorable information. Similarly, news releases and other filings must be clearly distinguished from marketing material that may also be on the website so that a viewer will not confuse the two.

4.06 Content of News Releases

(1) Announcements of material information should be factual and balanced. Unfavorable news must be disclosed just as promptly and completely as favorable news.

(2) News releases must contain sufficient detail to enable investors to assess the importance of the information to allow them to make informed investment decisions.

(3) Listed Issuers should communicate clearly and accurately the nature of the information, without including unnecessary details, exaggerated reports or editorial commentary.

(4) News releases must not be misleading.

Commentary:

For example, a Listed Issuer must not announce an intent to enter into a transaction if it lacks the ability to complete the transaction or if no corporate decision has been made to proceed with the transaction.

(5) Investors and the media may wish to obtain further information concerning the announcement. All news releases must include the name of an officer or director of the listed Issuer who is responsible for the announcement, together with the Listed Issuer’s telephone number. The Listed Issuer is encouraged to also include the name and telephone number of an additional contact person.

4.07 Trading Halts

(1) Trading may be halted by the Market Regulator during trading hours to allow material information to be disseminated and market participants to decide if they want to change their buy or sell orders. The decision to halt trading is the Market Regulator’s, and it will not routinely halt trading for all press releases, even at the request of the listed company. It is not appropriate for a listed company to request a trading halt if it is not prepared to make an announcement forthwith.

(2) The Market Regulator may also halt trading to obtain a statement from a Listed Issuer clarifying a rumour or unusual trading that is having an effect on the market for the issuer’s securities.

(3) A trading halt does not reflect on the reputation of the issuer or its management. Trading is halted for positive developments as well as negative ones.


April 15, 2011 (2011) 34 OSCB 4634

(4) The Market Regulator, upon consultation with the Listed Issuer, if appropriate, will determine the time required to disseminate the news release and consequently the length of any quotation and trading halt. A trading halt will not normally last more than two hours.

(5) A trading halt will not continue for more than 24 hours unless the Market Regulator determines that re-opening trading will have a significant negative impact on market integrity.

(6) A Listed Issuer is expected to issue the news release promptly following the initiation of a trading halt. If an announcement is not forthcoming, the Market Regulator will establish an opening time no later than 24 hours from the time of the halt (excluding non-business days). If a news release has not been issued by the time set for resuming trading, the Market Regulator will issue a notice stating that trading was halted for dissemination of news or clarification of abnormal trading and no announcement is forthcoming. In this situation, the Listed Issuer should be prepared to issue a statement prior to the reopening explaining why it requested a halt (if this is the case) and why it is not able to make an announcement.

B. When Confidentiality May Be Maintained

4.08 When Information May be Kept Confidential

(1) Section 75(3) of the Securities Act (Ontario), as supplemented by National Policy 51-201 and National Instrument 81-106, provides that where, in the opinion of the reporting issuer, the public disclosure of a material change would be unduly detrimental to the interests of the reporting issuer, or where the material change consists of a decision to implement a change made by senior management of the Listed Issuer who believe that confirmation of the decision by the board of directors is probable, the Listed Issuer may file a report disclosing a material change on a confidential basis. Non-disclosure of information is also provided for in section 140 (2) of the Securities Act (Ontario).

(2) When a Listed Issuer requests that information be kept confidential, then pursuant to section 75(4) of the SecuritiesAct, it must advise the Ontario Securities Commission in writing within 10 days if it wishes that the information continue to be held on a confidential basis, and every 10 days thereafter until the material information is generally disclosed. The Ontario Securities Commission takes the view that it can require the Listed Issuer to disclose confidential information when, in its view, the benefit from public disclosure would outweigh the harm to the issuer resulting from disclosure.

(3) Listed Issuers should be guided by applicable securities legislation in determining whether material information can be filed on a confidential basis with a Securities Regulatory Authority. Where a decision is made to file a confidential report with the securities regulatory authority, the Market Regulator must be immediately notified of the Listed Issuer’s decision to do so. The Market Regulator must be provided with a copy of all submissions to the Securities Regulatory Authority relating to a request to make or to continue confidential disclosure, or to make general disclosure of previously held confidential information. The Market Regulator must be kept fully apprised of the nature of any discussions between the Listed Issuer and the securities regulatory authority relevant thereto, and any decision of the securities regulatory authority with respect to the ability of the Listed Issuer to make or continue confidential disclosure, or requiring the Listed Issuer to make general disclosure.

(4) Listed Issuers that are reporting issuers in other jurisdictions must ensure that they comply with all applicable rules in addition to this Policy.

4.09 Maintaining Confidentiality

(1) Where disclosure of material information is delayed, the Listed Issuer must maintain complete confidentiality. In the event that such confidential information, or rumours respecting the confidential information, is divulged in any manner (other that in the necessary course of business), the Listed Issuer is required to make an immediate announcement on the matter. The Market Regulator must be notified of the announcement, in advance, in the usual manner. During the period before material information is disclosed, market activity in the Listed Issuer's securities should be closely monitored by the issuer. Any unusual market activity probably means that news of the matter is being disclosed and that certain persons are taking advantage of it. In such case, the Market Regulator should be advised immediately and a halt in trading will be imposed until the Listed Issuer has made disclosure of the material information.

(2) At any time when material information is being withheld from the public, the Listed Issuer is under a duty to take precautions to keep such information completely confidential. Such information should not be disclosed to any of the Listed Issuer's officers, employees or advisers, except in the necessary course of business. The directors, officers and employees of a Listed Issuer should be reminded on a regular basis that confidential information obtained in the course of their duties must not be disclosed.


April 15, 2011 (2011) 34 OSCB 4635

4.10 Insider Trading

(1) Listed Issuers should make insiders and others who have access to material information about the Listed Issuer before it is generally disclosed aware that trading in securities of the issuer (or securities whose market price or value varies materially with the securities of the reporting issuer) while in possession of undisclosed material information or tipping such information is prohibited under applicable securities legislation, and may give rise to administrative, civil and/or criminal liability.

(2) In any situation where material information is being kept confidential, management is under a duty to take every possible precaution to ensure that no trading whatsoever takes place by any insiders or persons in a “special relationship” with the Listed Issuer in which use is made of such information before it is generally disclosed to the public.

(3) In the event that the Market Regulator is of the opinion that insider or improper trading may have occurred before material information has been disclosed and disseminated, the Market Regulator may require that an immediate announcement be made disclosing such material information. The Market Regulator will refer the matter to the appropriate securities commission(s) for enforcement action.

4.11 No Selective Disclosure

(1) Disclosure of material information must not be made on a selective basis. The disclosure of material information should not occur except by means that ensure that all investors have access to the information on an equal footing. Alpha recognizes that good corporate governance involves actively communicating with investors, brokers, analysts, and other interested parties with respect to the corporation’s business and affairs, through private meetings, formal or informal conferences, or by other means. However, when communications of any nature occur other than widely disseminated press releases in accordance with this rule, Listed Issuers may not, under any circumstances, communicate material information to anyone, other than in the necessary course of business, in which case the party receiving the information must be instructed to keep it confidential and not to trade the listed company’s securities.

(2) The board of directors of a Listed Issuer should put in place policies and procedures that will ensure that those responsible for dealing with shareholders, brokers, analysts, and other external parties are aware of their and the Listed Issuer’s obligations with respect to the disclosure of material information.

(3) Should material information be disclosed, whether deliberately or inadvertently, other than through a widely disseminated press release in accordance with the rule, the Listed Issuer must immediately contact the Market Regulator and request a trading halt pending the widespread dissemination of the information.

Part V. Periodic Disclosure

5.01 Documents required to be posted

(1) Every Listed Issuer must promptly post the following documents to the [Listed Issuer’s website and] Alpha website:

(a) every document required by parts 6, 7 and 8 of the Alpha Listing Handbook,

(b) every document required to be filed with any securities regulatory authority for a jurisdiction in which it is a reporting issuer or equivalent, to be delivered to security holders of a Listed Issuer or to be filed on SEDAR to be posted concurrently or as soon as practicable following the filing with the securities regulatory authority or SEDAR or the delivery to security holders,

(c) an annual financial statement and Management’s Discussion and Analysis.

(d) an interim financial statement and Management’s Discussion and Analysis.

(e) a quarterly update (Form 5) current as of the last day of the relevant quarter, to be posted concurrently with a Listed Issuer’s interim financial statement;

(f) if applicable, an Annual Information Form (AIF) , to be posted concurrently with the Listed Issuer's audited annual financial statements.


April 15, 2011 (2011) 34 OSCB 4636

Commentary:

Documents that are also required to be filed with securities regulators must be posted on SEDAR before or concurrently with the posting on the Alpha website.

5.02 Dividends

(1) In addition to any other requirements of this handbook, Listed Issuers must notify Alpha of any dividend or other distribution (whether regular or special) to holders of listed securities at least seven trading days prior to the record date for the distribution. This allows Alpha to establish “ex” trading dates with respect to the distribution.

5.03 Other Notifications

(1) In addition to any other requirements of this handbook, Listed Issuers notify Alpha of any corporate action that may affect holders of listed securities at least seven trading days prior to the record date for the corporate action to allow the setting of an “ex” trading date, if applicable. These actions include, but are not limited to, changes of transfer agent and registrar and full or partial redemptions or retractions of a listed security.

5.04 Enhanced Disclosure

(1) A Listed Issuer’s must disclose its corporate governance practices as required by National Instrument 58-101 Disclosure of Corporate Governance Practices.

Part VI. Corporate Finance and Capital Structure Changes

6.01 Compliance with Disclosure Obligations

(1) Every transaction, except as noted below, governed by this part is deemed to be “material information” that must be disclosed immediately under Alpha’s Timely Disclosure Policy, even if the Market Regulator determines not to halt trading for dissemination. Listed Issuers must ensure they issue a press release prior to posting any documents required by this part.

Commentary:

A grant of an incentive stock option in the normal course is not necessarily material information. Listed companies must make a determination on a case-by-case basis.

(2) A Listed Issuer must give Alpha prior notice of any issuance or potential issuance of securities of a class of listed securities as provided in this Part.

6.02 Compliance with Shareholder Approval Requirements

(1) Transactions subject to this Part of the Handbook may also be subject to the prior shareholder approval required in Part X of this Handbook.

A. Distributions of a Class of Listed Securities

6.03 Prospectuses

(1) A Listed Issuer that proposes to issue securities pursuant to a prospectus must promptly post:

(a) a preliminary notice of the proposed offering (Form 6),

(b) a copy of the preliminary prospectus, and

(c) any other documents relating to the proposed offering that may be of interest to investors, provided posting those documents does not contravene applicable securities law.

(2) The pricing rules for private placements in section 6.04 of this Handbook and the shareholder approval requirements for private placements in section 10.08 of this Handbook apply to issuances of Listed Securities by prospectus.

(3) Upon closing of the offering, the Listed Issuer must post:

(a) a final notice of the offering (Form 6), blacklined to the preliminary notice,


April 15, 2011 (2011) 34 OSCB 4637

(b) a copy of the final prospectus,

(c) a copy of the receipt(s) for the final prospectus, and

(d) an opinion of counsel that the securities to be issued pursuant to the offering (and any underlying securities, if applicable) are or will be duly issued and are or will be fully paid and non-assessable.

(3) The securities will normally be posted for trading upon closing of the offering. At the request of the Listed Issuer, Alphamay establish an “if, as and when issued” market prior to the closing of the offering. No such market will be established prior to the issuance of a receipt for the final prospectus.

6.04 Private Placements

(1) Alpha considers a “private placement” to be an issuance of securities from treasury for cash or to settle a bona fide debt in reliance on an exemption from the prospectus requirements in applicable securities legislation.

(2) Subject to Section 10.8 of this Handbook, the private placement must not be priced lower than the market price on the day preceding the date on which the Listed Issuer issued a press release announcing the placement, less the applicable discount (the “maximum discount”):

Market Price Maximum Discount

$0.50 or less 25%

$0.51 – $2.00 20%

Above $2.00 15%

(3) The closing market price must be adjusted for any stock splits or consolidations and must not be influenced by the Listed Issuer, any director or officer of the Listed Issuer or any party with knowledge of the private placement.

(4) If debt is to be exchanged for securities, the issue price is the face value of the debt divided by the number of securitiesto be issued. If the private placement is of special warrants, the issue price is the total proceeds to the Listed Issuer (before payment of any agent’s or other fees) divided by the maximum number of securities that may be issued, assuming any penalty provisions are triggered. If warrants or other convertible securities are to be issued, the Listed Issuer must also comply with section 6.05.

(5) A Listed Issuer wishing to do a private placement at the current market price may request price protection by giving Alpha confidential notice in writing. The price protection expires if the transaction has not closed 45 days after the date on which it is given.

(6) A Listed Issuer that proposes to issue securities pursuant to a prospectus must promptly post a preliminary notice of the proposed placement (Form 7),

(7) Upon closing of the placement, which must occur at least five business days following the posting of the preliminary notice, the Listed Issuer must post:


(b) a letter from the listed company confirming receipt of proceeds,

(c) if applicable, a certified copy of the minutes of the shareholder meeting approving the placement containing the exact wording of the resolution and confirming that it was adopted by a majority of shareholders other than those excluded from voting by Alpha Requirements or corporate or securities law, and



April 15, 2011 (2011) 34 OSCB 4638

6.05 Securities Issuable on Conversion of an Option, Warrant and Convertible Securities Other Than Incentive Options

(1) Securities issuable on conversion of an option (other than an incentive option), warrant or other convertible securities must not be issued at less than the market price on the trading day prior to the day on which a press release announcing the placement was issued. The price may be adjusted for any payment for the convertible security.

Commentary:

If the market price was $0.50 and a warrant sold for $0.05, the conversion price could be $0.45. If a convertible share were issued for $1.00, it could not be convertible into more than 2 common shares.

(2) Convertible securities may not be issued for no consideration except as “sweeteners” in conjunction with a private placement of listed securities, in which case the number of securities issuable upon conversion cannot exceed the number of listed securities initially placed.

(3) Except in exceptional circumstances and with the prior consent of Alpha, the conversion price and the characteristics of the security may not change except pursuant to standard anti-dilution provisions. For greater certainty, the fact that a convertible security will expire out of the money is not an exceptional circumstance. The documentation to be filed is the same as that to be filed for a private placement pursuant to section 6.04.

Commentary:

This section applies to securities of a Listed Issuer convertible into its own securities. Requirements for listed warrants of Other Issuers are contained in section 6.16 of this Handbook.

6.06 Acquisitions

(1) Securities may be issued as full or partial consideration at not less than the maximum discount permitted by section 6.04. Management of the Listed Issuer is responsible for ensuring that the consideration received is reasonable and must retain copies of evidence of value including confirmation of out-of-pocket costs or replacement costs, fairness options, geological reports, financial statements or valuations. This documentation must be made available to Alpha upon request.

(2) A Listed Issuer that proposes to issue securities in consideration for an acquisition must promptly post a preliminary notice of the proposed acquisition (Form 8),

(3) Upon closing of the acquisition, which must occur at least five business days following the posting of the preliminary notice, the Listed Issuer must post:


(b) a letter from the listed company confirming closing of the transaction and receipt of the assets, transfer of title of the assets or other evidence of receipt of consideration for the issuance of the securities,

(c) if applicable, a certified copy of the minutes of the shareholder meeting approving the acquisition containing the exact wording of the resolution and confirming that it was adopted by a majority of shareholders other than those excluded from voting by Alpha requirements or corporate or securities law; and


6.07 Incentive and Compensation Options

(1) This section governs issuance of stock options, other than overallotment options to an underwriter in a prospectus offering or options to increase the size of the distribution prior to closing, that are used as incentives or compensation mechanisms for employees, directors, officers, consultants and other persons who provide services for Listed Issuers.

(2) Stock options may not have an exercise price lower than the greater of the closing market prices of the underlying securities on (a) the trading day prior to the date of grant of the stock options; and (b) the date of grant of the stock options.

(3) Listed Issuers should not price an option where the market price does not reflect undisclosed material information, unless the issuance of the option is granted to an arm’s length party in connection with a material transaction that is not


April 15, 2011 (2011) 34 OSCB 4639

required to be disclosed at that time (e.g. an option to an employee of a company to be acquired issued as an incentive for them to remain).

(4) A Listed Issuer that has instituted an stock option plan must file with Alpha the following prior to or concurrent with thefirst grant under the plan:

(a) a copy of the stock option plan, and

(b) if applicable, a certified copy of the minutes of the shareholder meeting approving the plan containing the exact wording of the resolution and confirming that it was adopted by a majority of shareholders other than those excluded from voting by NI 45-106.

(5) Immediately following each option grant, the Listed Issuer must file with Alpha:

(a) a notice of stock option grant (Form 9); and

(b) if the option is granted outside of the plan, an opinion of counsel that the securities to be issued pursuant to the plan will be duly issued and will be fully paid and non-assessable.

(6) A Listed Issuer that has amended an option or compensation plan must file with Alpha the following forthwith after the amendment:

(a) a copy of the compensation plan,

(b) if applicable, a certified copy of the minutes of the board of directors’ meeting or shareholder meeting approving the amendment containing the exact wording of the resolution and confirming that it was adopted by a majority of directors or shareholders other than those excluded from voting by Alpha Requirements, and

(c) an opinion of counsel that any additional securities to be issued pursuant to the compensation plan will be duly issued and will be fully paid and non-assessable.

Commentary:

Amendments to stock option and other compensation plans may be subject to board and shareholder approval as provided in section 10.10 of this Handbook.

6.08 Rights Offerings

(1) A Listed Issuer intending to do a rights offering must inform Alpha immediately. Notice may be on a confidential basis if the terms have not been finalized.

(2) The rights offering must be unconditional; rights must be transferable and will be posted for trading on Alpha. Rights may not be issued to purchase shares of an unlisted issuer unless the unlisted issuer is listed on another Canadian or foreign exchange. Shareholders must receive at least one right for each share held.

(3) A Listed Issuer must finalize the terms of the rights offering and obtain clearance from all applicable securities commissions at least five settlement days prior to the record date for a rights offering. “Ex” trading will begin 2 settlement days prior to the record date, meaning purchasers on and after that date will not be entitled to obtain rights certificates. Trading in the rights will begin on the first day of “ex” trading in the listed securities. If insufficient notice is given, Alpha will require the Listed Issuer to delay the record date.

(4) At least five settlement days prior to the record date the Listed Issuer must post the following:

(a) a copy of the final rights circular or prospectus as approved by the applicable securities regulatory authority,

(b) a written statement as the date on which the offering circular and rights certificates will be mailed to shareholders (which must be as soon as practicable following the record date),

(c) an opinion of counsel that the securities to be issued on exercise of the rights will be duly issued and will be fully paid and non-assessable.

(5) The Listed Issuer must also provide Alpha with a specimen copy of the rights certificate at least five settlement days prior to the record date.


April 15, 2011 (2011) 34 OSCB 4640

(6) The rights offering must be open for a minimum of 21 days following the record date. Once the rights offering has commenced, there may be no amendments to its terms except as permitted by Alpha in extremely exceptional circumstances, such as an unanticipated postal strike that makes timely delivery of the circular and certificates impossible.

(7) If the offering provides a rounding mechanism whereby rights holders holding less rights than are needed to buy one share can have their entitlement adjusted, arrangements must be made to ensure beneficial holders registered in the name of the Clearing Corporation or an intermediary will be treated as if they were registered holders.

6.09 Issuer Bids

(1) A Listed Issuer undertaking a formal issuer bid for a class of listed securities must post the following documentation as soon as practicable following announcement of the bid:

(a) a notice of the issuer bid (Form 10), and

(b) a copy of the issuer bid circular required by applicable securities legislation.

(2) Normal course issuer bids are governed by sections 6.18 – 6.20 of this Handbook.

6.10 Take-Over Bids

(1) A Listed Issuer undertaking a take-over bid must post the following documentation at least as soon as practicable following announcement of the bid:

(a) a notice of the take-over bid (Form 11),

(b) a copy of the take-over bid circular, and

(c) an opinion of counsel that any securities to be issued (and any underlying securities, if applicable) are or will be duly issued and are or will be fully paid and non-assessable.

(2) If the Listed Issuer is offering a new class of securities as payment under the bid and wishes to list those securities, theprovisions of section 6.16 (supplemental listings) and 6.17 (restricted securities) apply.

6.11 Additional Listings

(1) A Listed Issuer that wishes to issue shares of a class of listed securities for any other purpose (for example, a stock dividend) must post the following documentation at least 24 hours prior to issuing the stock:

(a) a notice of the offering (Form 12),

(b) copies of all relevant agreements, and

(c) an opinion of counsel that the securities to be issued (and any underlying securities, if applicable) are or will be duly issued and are or will be fully paid and non-assessable.

B. Substitutional Listings

6.12 Name Change

(1) A Listed Issuer that changes its name must post the following in order to be listed under the new name:

(a) a notarial or certified copy of the Certificate of Amendment or equivalent giving effect to the name change,

(b) confirmation from the registrar and transfer agent that it can effect transfer in the new issue on a book-only basis;

(c) confirmation of the new CUSIP number or that the number is unchanged;

(d) confirmation that the issuer has notified commissions in all jurisdictions in which it is a reporting issuer of the name change.


April 15, 2011 (2011) 34 OSCB 4641

(2) Alpha may assign a new stock symbol. The Listed Issuer should submit any requests in this regard in advance of the name change becoming effective.

6.13 Stock Subdivisions (Stock Splits)

(1) The Listed Issuer must post the following documentation at least five settlement days prior to the record date:

(a) a notice of the security split (Form 13),

(b) written confirmation of the record date,

(c) an opinion of counsel that all necessary steps have been taken to effect the subdivision and that the securities to be issued will be duly issued and will be fully paid and non-assessable, and

(d) if the security split is part of a reclassification, confirmation of the new CUSIP number.

(2) The securities will begin trading on a split basis two settlement days prior to the record date.

6.14 Security Consolidations

(1) A new CUSIP number must be obtained for the consolidated securities.

(2) A Listed Issuer may not consolidate its securities if the total securities outstanding and number of Board Lot holders following the consolidation would be less than the minimums for continued listing set out in Section 9.03.

(3) To give effect to a security consolidation, the Listed Issuer must post the following:

(a) a notice of the security consolidation (Form 14),

(b) a certified copy of the minutes of the security holder meeting approving the consolidation,

(c) a certified copy of the Certificate of Amendment giving effect to the consolidation, or equivalent document;

(d) an opinion of counsel that all necessary steps have been taken to effect the consolidation; and

(e) confirmation of the new CUSIP number.

(4) The securities will normally begin trading on a consolidated basis two or three trading days after all documents are filed.

(5) Alpha will assign a new stock symbol when the securities begin trading on a consolidated basis. The Listed Issuer should submit any requests in this regard in advance of the consolidation becoming effective.

6.15 Security Reclassifications with No Security Split

(1) A Listed Issuer wishing to effect a security reclassification not involving a security split, a reclassification into more thanone class of securities or other change to its capital structure must consult Alpha. The requirements to give effect to the reclassification will be tailored to the Listed Issuer’s particular situation.

(2) To give effect to a security restructuring, the Listed Issuer must file with Alpha the following:

(a) a notice of the security restructuring (Form 15),

(b) a certified copy of the minutes of the security holder meeting approving the restructuring,

(c) a copy of the Certificate of Amendment giving effect to the restructuring, or equivalent document,

(d) an opinion of counsel that all necessary steps have been taken to effect the reclassification, and that the new securities are or will be duly authorized and are or will be fully-paid and non-assessable, and


April 15, 2011 (2011) 34 OSCB 4642

(e) confirmation of the new CUSIP number(s).

(3) The new securities will normally begin trading two or three trading days after .all documents are filed.

(4) Alpha may assign a new stock symbol to the new securities. The Listed Issuer should submit any requests in this regard in advance of the restructuring becoming effective.

C. Supplemental Listings

6.16 Supplemental Listings

(1) A Listed Issuer or an Other Issuer may apply to have a new class of securities listed and posted for trading.

(2) The distribution requirements for securities other than those specified in section 6.14(3) and (4) are the same as for an original listing.

(3) Warrants – Warrants issued by a Listed Issuer to purchase listed securities of its own issue must have at least 100,000 warrants outstanding held by at least 100 warrant holders, each holding at least 100 warrants, and the warrant indenture must provide that the terms of the warrants cannot be amended except pursuant to standard anti-dilution provisions.. Any other warrants must meet the requirements for Special Purpose Issuers set out in section 2.04 of this Handbook.

(4) Preference Shares – Each class of listed Preference Shares must have at least 100,000 shares outstanding held by at least 100 shareholders, each holding at least 100 shares.

(5) The application for listing must include the following:

(a) a completed Listing Application (Form 1) together with the supporting documentation set out in Appendix A to the Listing Application; and

(b) a draft Listing Statement (Form 2 or 2A) .

(6) Alpha will use its best efforts to review the application in a timely manner with due regard to any schedule for filing a prospectus. Alpha may require the Listed Issuer to file additional documentation in order to properly conduct its review.

(7) The Listed Issuer or Other Issuer must submit the following documentation for final listing approval and posting of its securities for trading on Alpha:

(a) an originally executed copy of the Listing Statement (Form 2 or 2A) dated within three business days of the date they are submitted together with any additions or amendments to any supporting documentation previously provided,

(b) an opinion of counsel that all securities previously issued of the class of securities to be listed or that may be issued upon conversion, exercise or exchange of other previously-issued securities are or will be duly issued and are or will be outstanding as fully paid and non-assessable,

(c) a letter from the transfer agent stating the number of securities outstanding and confirmation of the number of securityholders holding at least one Board Lot of the securities,

(d) a definitive specimen of the share certificate, and

(e) applicable fee.

6.17 Restricted Shares

(1) A Listed Issuer proposing a supplemental listing of a new class of Restricted Shares must comply with sections 2.06 and 2.07 of this Handbook.

(2) A Listed Issuer with listed Restricted Shares may not distribute any securities that have greater voting rights than any class of listed Restricted Shares unless the distribution is to all of the Issuer`s Equity Shareholders on a pro rata basis.


April 15, 2011 (2011) 34 OSCB 4643

D. Issuer Bids Through Alpha`s Facilities

6.18 Normal Course Issuer Bids – Procedure

(1) Sections 6.18 through 6.20 apply

(a) to all normal course issuer bids by Listed Issuers and

(b) to all purchases of listed securities by a trustee or other agent for a pension, stock purchase, stock option, dividend reinvestment or other plan in which employees or securities holders of a Listed Issuer may participate if

(i) the trustee or agent is an employee, director, associate or affiliate of the Listed Issuer; or

(ii) the Listed Issuer directly or indirectly controls the time, price, amount or manner of purchases or directly or indirectly influences the choice of the broker through which purchases are made.

Commentary:

The sections do not apply if the purchases are made on the specific instruction of the employee or security holder who will be the beneficial owner of the securities purchased.

(2) A Listed Issuer must not announce a normal course issuer bid or post any documentation in connection with a normal course issuer bid if it does not have a present intention to purchase securities.

(3) The maximum number of securities to be purchased under a normal course issuer bid cannot be a number that would make that class of securities ineligible for continued listing on Alpha assuming all the shares are purchased.

(4) A Listed Issuer intending to make a normal course issuer bid for a class of listed securities must post the following documentation as soon as practicable after issuing a news release with details of the bid:

(a) a notice of the normal course issuer bid (Form 16A) which states the maximum number of securities the issuer intends to purchase under the bid.

Commentary:

An issuer may make a bid for less than the maximum number of securities permitted by the definition of normal course issuer bid. If so the Form 16A must contain the number of securities the issuer intends to purchase rather than simply stating the maximum number. Subsection (7) allows a Listed Issuer to increase the maximum number of securities that are the subject of the bid.

The news release announcing the bid must contain a summary of the information in Form 16A, including the maximum number of shares to be purchased, the reason for the bid, any restrictions on purchase and the number of shares purchased in the preceding twelve months.

(5) A Form 16A notice expires on the earlier of

(a) one year from the date of filing, and

(b) any earlier date specified in the notice.

Commentary:

An issuer wishing to continue a bid for more than one year must file a new Form 16A no later than the expiry date of the current form.

(6) The maximum number of securities that can be purchased under the bid must be adjusted for stock splits, stock dividends and stock consolidations. The Listed Issuer must post an amended Form 16A reflecting the adjustment at the same time as it posts the documentation required for the subdivision or consolidation.

(7) If:

(a) the original Form 16A specified purchases of less than the maximum number permitted under the definition of normal course issuer bid, or


April 15, 2011 (2011) 34 OSCB 4644

(b) the number of securities outstanding of the class that is the subject of the normal course issuer bid has increased by more than 25% from the date of posting of the original Form 16A,

a Listed Issuer may post a revised Form 16A permitting the purchase of up to the greater of 10% of the public float or 5% of the outstanding securities as of the date of the posting of the amended Form 16A.

(8) A Listed Issuer must post a revised Form 16A in the event of any material change in the information in the current Form 16A as soon as practicable following the material change.

Commentary:

A change in the number of shares outstanding is not a material change requiring filing of an amended form unless the issuer is increasing the number of shares it intends to purchase pursuant to subsection (7). A decrease in the number of shares the issuer intends to purchase is a material change.

(9) A Listed Issuer must issue a news release prior to or concurrently with the filing of any amended Form 16A, containing full details of the amendment,

(10) An amended Form 16A expires on the same date as the original Form 16A.

(11) Within 10 days of the end of each calendar month, the Listed Issuer or trustee or agent must post a completed Form 16B indicating the number of shares purchased in the previous month on Alpha and otherwise.

6.19 Normal Course Issuer Bids – Restrictions on Purchases

(1) A Listed Issuer or trustee or agent may only appoint one Member at any one time to make purchases under the bid. The Listed Issuer must notify the Market Regulator of the name of the Member and the registered representative responsible for the bid.

(2) Normal course issuer bid purchases may not be made by intentional crosses, prearranged trades or private agreements, except for purchases under the block purchase exemption in subsection 16.20(5).

(3) If a normal course issuer bid is outstanding at the time a sale from a control block under Part 2 of National instrument 45-102 Resale of Securities is underway, the Member making purchases under the bid must ensure that it is not bidding for securities at the same time securities are offered under the sale from control.

(4) A Listed Issuer must not purchase securities under a normal course issuer bid while a formal issuer bid for the same securities is outstanding. This restriction does not apply to a trustee or agent making purchases for a plan in which employees or security holders participate.

(5) If a Listed Issuer has a securities exchange take-over bid outstanding at the same time as a normal course issuer bid is outstanding for the offered securities, the Listed Issuer may only make purchases under the normal course issuer bid permitted by OSC Rule 48-501 Trading During Distributions, Formal Bids and Stock Exchange Transactions.

(6) A Listed Issuer, trustee or agent may not make any purchases under a normal course issuer bid while in possession of any material information that has not been disseminated under Part IV of this Handbook.

6.20 Normal Course Issuer Bids – Limits on Price and Volume

(1) Normal Course Issuer Bid purchases may not begin until two trading days after the later of

(i) the posting of a Form 16A or amended Form 16A in connection with the bid; and

(ii) the issuance of a news release containing details of the Form 16A or amended Form 16A.

(2) Normal course issuer bid purchases must be made at or below the price of the last independent trade of the security at the time of purchase.

Commentary:

The following are not considered independent trades, whether made directly or indirectly:

• trades for the account or an insider of the Listed Issuer or for an account under the direction of an insider; • trades for the account of the Member making purchases under the bid or under the direction of the Member;


April 15, 2011 (2011) 34 OSCB 4645

• trades solicited by the Member making purchases under the bid; and • trades made by the Member making purchases for the bid in order to facilitate a subsequent block purchase by

the listed issuer.

Alpha will not consider this section to be violated by an inadvertent uptick caused by a change in the last sale price that occurred immediately prior to the entry of the purchase order.

(3) Normal course issuer bid purchases may not be made at the opening of trading or during the 10 minutes prior to the scheduled closing of the continuous trading session. Orders may be entered in the closing call notwithstanding the price restriction in subsection (2).

(4) Except as provided in subsection (5), a listed issuer that is not an investment fund must not make a purchase that, when aggregated with all other purchases during the same trading day, exceeds the greater of

(a) 25% of the Average Daily Trading Volume of the security, and

(b) 1,000 securities.

(5) Notwithstanding the restriction in subsection (4), a Listed Issuer may make a purchase of a block of securities that

(a) has a purchase price of at least $200,000, or

(b) is at least 5,000 securities with a purchase price of at least $50,000, or

(c) is at least 20 board lots and is greater than 150% of the Average Daily Trading Volume of the security,

provided that

(d) the block is not beneficially owned by, or is not under the control or direction of, a Related Person of the Listed Issuer,

(e) the Listed Issuer makes no more than one purchase under this subsection in a calendar week, and

(f) after making a block purchase, the Listed Issuer makes no further purchases during that trading day.

Commentary:

The block purchase exemption is only an exemption from the daily purchase restrictions. Listed Issuers cannot make a block purchase that would result in more shares purchased than permitted under the Form 16A filed in connection with the bid.

(6) A Listed Issuer that is an investment fund must not make a purchase that, when aggregated with all other purchases during the preceding 30 days, exceeds 2% of the securities of that class outstanding as of the date of filing of the Form 16A in connection with the bid.

E. Shareholder Rights Plans

6.21 Shareholder Rights Plans – Procedure

(1) This section applies to any shareholder rights plan, commonly known as a “poison pill,” adopted by a Listed Issuer, whether or not the rights entitle a shareholder to purchase a listed security.

Commentary:

Alpha does not endorse or prohibit the adoption of poison pills, whether or not in connection with a potential take-over bid. Poison pills are subject to review by the applicable securities commissions under National Policy 62-202 Take-Over Bids – Defensive Tactics.

(2) A Listed Issuer must post the following documentation as soon as practicable after issuing a news release with details of the plan:

(a) a notice of the shareholder rights plan (Form 17), and

(b) a copy of the shareholder rights plan.


April 15, 2011 (2011) 34 OSCB 4646

(3) A shareholder rights plan may not exempt particular security holders from the operation of the plan, except for exiting shareholders if there is minority shareholder approval.

(4) Security holders of the Listed Issuer must ratify the shareholder rights plan no later than six months following the adoption of the plan. If security holder ratification is not obtained within this time period, the plan must be cancelled.

(5) The Listed Issuer must issue a news release immediately upon the occurrence of an event causing the rights to separate from the listed security.

Part VII. Significant Transactions

7.01 Notification

(1) A Listed Issuer must give notice of significant transactions that do not involve the issuance of securities. Alpha considers the following to be significant transactions:

(a) any transaction or series of transactions with a related person with an aggregate value greater than 10% of the Listed Issuer’s market capitalization,

(b) any loan to a Listed Issuer other than by a financial institution,

(c) any loan by a Listed Issuer unless such loan is in the ordinary course of business, or

(d) any payment of a bonus, finder’s fee, commission or other similar payment in connection with an issuance of securities.

(2) In addition, a Listed Issuer must provide additional details of any transaction or development it is obliged to disclose under Alpha’s Timely Disclosure Policy.

(3) A transaction that results in a change of business may be subject to the backdoor listing rules contained in Part VIII of this Handbook. Significant related party transactions may also be subject to Multilateral Instrument 61-101.

(4) Listed Issuers intending to undertake a transaction for which notice is required must post a notice of significant transaction (Form 17) as soon as practicable following public announcement of the transaction.

(5) The Listed Issuer must notify Alpha when the transaction has closed.

Part VIII. Backdoor Listings

8.01 Definition

(1) Alpha considers a significant acquisition by a Listed Issuer accompanied or preceded by a change of control to be a “backdoor listing.”

Commentary:

A significant acquisition is any change, whether by asset purchase, take-over bid, amalgamation, arrangement, merger or otherwise that substantially change’s the Listed Issuer’s business. A business is considered to be substantially changed of more than 50% of the company’s assets or 50% of its revenues following the change are from the assets, business or other interest that is the subject of the significant acquisition.

A change of control results when a Listed Issuer issues more than 100% of the number of equity securities in connection with the significant acquisition (including an offering to raise money to be able to make a cash acquisition) or otherwise has a substantial change in management or the board of directors of the Listed Issuer.

(2) Alpha has discretion to deem any transaction or series of transactions to be a backdoor listing. Listed Issuers are urged to consult with Alpha at an early stage when contemplating any transaction that might be considered a backdoor listing.

8.02 Exception

(1) Backdoor listings are subject to additional regulation because the business of the Listed Issuer has fundamentally changed such that the issuer’s past disclosure is not as relevant to the company resulting from the significant acquisition. A transaction involving two or more Listed Issuers does not give rise to these concerns and will not be considered a backdoor listing except in exceptional cases.


April 15, 2011 (2011) 34 OSCB 4647

8.03 Procedure

(1) A Listed Issuer undergoing a backdoor listing must meet the standards for an original listing. In addition, it must obtain security holder approval for the significant acquisition.

(2) The information circular or management proxy circular must contain prospectus-level disclosure for the resulting issuer, including historical financial statements for the company that is the target of the significant acquisition and pro forma consolidated financial statements for the last full fiscal year and any completed quarter of the current fiscal year. This information must also be included in the listing statement for the resulting company.

(3) Principals of the resulting company must enter into an escrow agreement with Alpha that complies with the requirements of National Policy 46-201.

Part IX. Suspensions, Delisting and Other Remedial Actions

9.01 General

(1) Alpha or the Market Regulator may halt or suspend trading in a Listed Security at any time without notice if such halt or suspension is in the public interest.

9.02 Halts

(1) Alpha or the Market Regulator may order a halt to trading and order entry in a Listed Security to permit the dissemination of material news concerning the issuer.

(2) During the period of a trading halt imposed by the Market Regulator, no trading in the securities may take place on other marketplaces or over-the-counter.

9.03 Suspensions

(1) Without limiting the general power to suspend trading, the Head of Listings or his or her delegate may suspend trading of a Listed Issuer’s securities where:

(a) the Listed Issuer has become insolvent or bankrupt or has made an assignment to creditors,

(b) the Listed Issuer has ceased to carry on business or a significant portion of its business or has announced its intention to cease to carry on business or a significant portion of its business,

(c) the Listed Issuer’s financial statements state that the company may not be able to continue as a going concern,

(d) the Listed Issuer has

(i) in the case of Listed issuers other than Special Purpose Issuers, pre-tax cash flow of less than $350,000; or,

(ii) in the case of technology and resource companies without a revenue generating product or resource, the Listed Issuer has not spent at least $350,000 on research/exploration and development work acceptable to Alpha in the previous fiscal year, or

(iii) in the case of a Special Purpose Issuer , a NAV of less than $5,000,000 (or $500,000 if the Special Purpose Issuer was listed as part of a group),

(e) the Listed Issuer, other than a Special Purpose Issuer, has shareholder equity of less than $2,000,000.

(f) the Listed Issuer, other than a Special Purpose Issuer, has a public distribution of less than 250,000 shares or less than 200 public Board Lot holders or a public float with a value less than $1,500,000,

(g) the Special Purpose Issuer has a distribution of less than 50,000 Units,

(h) the Listed Issuer is in violation of its listing agreement or Alpha Requirements,


April 15, 2011 (2011) 34 OSCB 4648

(i) the Listed Issuer is not in compliance with applicable securities or corporate law,

(j) the Listed Issuer has not paid when due applicable fees to Alpha, or

(k) Alpha considers a suspension to be in the public interest or in the interest of a fair an orderly market.

(2) Unless the public interest or the interest of a fair and orderly market warrant otherwise, Alpha will give the Listed Issuerprior notice of its intention to suspend the issuer and allow the issuer an opportunity to be heard. At the same time the issuer is notified, Alpha will issue a press release indicating it is considering a suspension.

Commentary:

A decision to suspend a Listed Issuer may be appealed as provided in Part XI of this Handbook.

(3) During a suspension, the issuer remains a Listed Issuer and must comply with all applicable Alpha Requirements.

(4) In order to have a suspension lifted, the Listed Issuer must meet the requirements for original listing and meet such other requirements as Alpha may establish.

9.04 Declaration of Non-Compliance

(1) If a Listed Issuer has failed to comply with Alpha Requirements or applicable securities law or has failed to pay applicable fees, the Head of Listings may publicly identify the Listed Issuer as non-compliant if, in his or her opinion, suspension of trading of the Listed Issuer’s securities would not be an appropriate remedy for the failure to comply.

9.05 Public Reprimand.

(1) If a Listed Issuer has failed to comply with Parts IV, V, or X of this Handbook, the Head of Listings may publicly reprimand the Listed Issuer if suspension of trading of the Listed Issuer’s securities would not be an appropriate remedy for the failure to comply.

Commentary:

In making a determination to issue a public reprimand, the Head of Listings will consider whether the failure to comply

(a) was advertent;

(b) materially affected shareholders’ interests;

(c) was rectified by the Listed Issuer;

(d) resulted from reliance on the advice of an independent advisor; and

(e) was one of a series of similar failures.

(2) Alpha will give the Listed Issuer prior notice of its intention to issue a reprimand.

Commentary:

A decision to issue a reprimand may be appealed as provided in Part XI of this Handbook. Issuance of the reprimand will be stayed pending the outcome of the appeal.

9.06 Delisting

(1) If a suspended Listed Issuer fails to meet the original listing requirements within 150 days one year of the date of suspension, it shall be automatically delisted without further notice.

(2) A Listed Issuer may voluntarily request that all or a class of its Listed Securities be delisted. Such request must be in writing, set out the reasons for the request and be accompanied by a certified copy of a resolution of the Listed Issuer’s board of directors (or equivalent) authorizing the request.


April 15, 2011 (2011) 34 OSCB 4649

Part X. Corporate Governance and Security holder Approval

A. Corporate Governance

10.01 Application

(1) Sections 10.03, 10.04 and 10.05 do not apply to Listed Issuers that are

(a) asset-backed issuers; or

(b) other special purpose issuers

(2) Sections 10.03 and 10.05 do not apply to Listed Issuers that have more than 50% of the voting power for the election of directors held by an individual, group acting in concert or another company.

10.02 Definition of “Independence”

(1) In this Part, a director is not independent if he or she

(a) is not independent as defined in NI 52-110;

(b) is a supplier or purchaser of the Listed Issuer’s products or services and such relationship is material to the Listed Issuer or the supplier or purchaser and could reasonably be considered to affect the person’s independent judgment; or

(c) has been a director of the Listed Issuer for 10 years or longer.

10.03 Governance of Listed Issuers

(1) A Listed Issuer must have a Board of Directors composed of at least three independent directors or one-third independent directors, whichever is greater.

(2) A Listed Issuer must have a Chief Executive Officer, a Chief Financial Officer who cannot be the CEO, and a secretary.

10.04 Audit Committee

(1) A listed issuer must have an audit committee that complies with the requirements of NI 52-110.

10.05 Compensation Committee

(1) A listed issuer must have a compensation committee composed of independent directors that

(a) reviews and approves goals and objectives relevant to the Chief Executive Officer’s compensation;

(b) evaluates the Chief Executive Officer’s performance with respect to those goals and objectives;

(c) determines the Chief Executive Officer’s compensation (both cash-based and equity-based);

(d) reviews and approves incentive compensation plans and equity-based plans and determines whether security holder approval should be obtained; and

(e) makes recommendations to the board with respect to compensation of other senior officers and directors.

(2) A Listed Issuer does not have to establish a compensation committee if the matters discussed in section 10.05, other than section 10.05(1)(e), are determined by independent directors constituting a majority of the Board’s independent directors in a vote in which only independent directors participate.


April 15, 2011 (2011) 34 OSCB 4650

B. Security holder Approval

10.06 No Derogation from Corporate or Securities Law

(1) The provisions of this Part are in addition to any requirement for security holder approval or minority security holder approval in corporate or securities law.

10.07 General Requirements

(1) Any security holder participating or who is otherwise interested in a transaction that is the subject of a security holder vote may not vote on any resolution to approve that transaction.

(2) A requirement for security holder approval, other than approval of a backdoor listing, may be satisfied by obtaining a written resolution signed by holders of at least 50% of the holders of the class of securities involved, other than holders excluded from voting by Alpha requirements or corporate or securities law.

(3) The security holder approval requirements apply to transactions involving the issuance or potential issuance of listed non-voting shares.

(4) The security holder approval requirements apply on a class-by-class basis.

Commentary:

If a transaction involves the issuance of listed subordinate voting shares, it must be approved by the holders of the subordinate voting shares. A vote by holders of multiple voting shares cannot override their vote, even if the multiple voting shares represent a majority of the votes.

(5) Materials sent to security holders in connection with the vote for approval must contain information in sufficient detail toallow a security holder to make a fully-informed decision.

10.08 Private Placements

(1) Security holders must approve a proposed private placement if

(a) the number of securities issuable in the private placement is more than 25% of the total number of securities or votes outstanding and the price of the placement is less than the closing price of the security on the day preceding the date on which the Listed Issuer announced the transaction, but not less than the maximum discount;

(b) the price is less than the maximum discount, regardless of the number of shares to be issued; or

(c) the number of securities issuable to Related Persons in the transaction, when added to the number of securities issued to Related Persons in private placements or acquisitions in the preceding twelve months, is more than 10% of the total number of securities or votes outstanding, regardless of the price of the private placement.

Commentary:

In determining whether the 25% threshold has been crossed, all securities issuable in the private placement are counted, whether or not convertible securities are out of the money, and no other issued convertible securities are counted, whether or not they are in the money.

For example, ABC has 10,000,000 common shares outstanding and has outstanding securities convertible into 5,000,000 common shares at $10.00. The Market Price of ABC common shares is $15.00. If ABC were to do a private placement of 1,500,000 common shares at $14.75 with a sweetener of warrants convertible into a further 1,500,000 common shares at $20.00, shareholder approval would be required as the maximum number of shares issuable (3,000,000) is more than 25% of the 10,000,000 shares outstanding. The shares convertible at $10.00 are not counted.

If the placement was done at $15.00 or higher, there is no requirement for shareholder approval unless the provisions for approval of non-arm’s length transactions apply.

In calculating the number of shares issued to Related Persons in the previous twelve months, do not include shares that were issued in a transaction approved by shareholders.


April 15, 2011 (2011) 34 OSCB 4651

(2) Security holder approval of a private placement is not required if

(a) the Listed Issuer is in serious financial difficulty and does not meet the requirements for continued listing in Section 9.03(d);

(b) the Listed Issuer has reached an agreement to do a financing;

(c) no Related Persons are participating in the financing; and

(d) the

(i) audit committee, if comprised solely of independent directors; or

(ii) independent directors constituting a majority of the Board’s independent directors in a vote in which only independent directors participate

have determined that the financing is in the best interests of the Listed Issuer, is reasonable in the circumstances and that it is not feasible to obtain shareholder approval or make a rights offering to existing shareholders on the same terms.

(3) A Listed Issuer taking advantage of the exemption in section 10.8(2) must forthwith issue a news release stating it will not hold a shareholder vote and fully explaining how it qualifies for the exemption.

10.09 Acquisitions

(1) Security holders must approve an acquisition if

(a) a Related Person or a group of Related Persons has a 10% or greater interest in the assets to be acquired and the total number of securities issuable is more than 5% of the total number of securities or votes outstanding.

(b) for Listed Issuers that are not investment funds, the number of securities issuable pursuant to the acquisition agreement is more than 25% of the total number of securities or votes outstanding; or

(c) for Listed Issuers that are investment funds, the acquisition is of another investment fund (the “target fund”) and

(i) the target fund calculates and publishes its NAV at least once a month;

(ii) the consideration offered does not exceed the NAV of the target fund;

(iii) the investment manager of the Listed Issuer has determined that assets acquired are consistent with the Listed Issuer’s investment objectives;

(iv) the independent review committee of the Listed Issuer has (i) approved the acquisition, and (ii) if the Listed Issuer is to bear any of the costs and expenses of the transaction, determined that such payment is in the best interests of the Listed Issuer; and

(v) the transaction is not a backdoor listing.

10.10 Acquisitions and Reorganizations of Listed Investment Funds

(1) Fund holders of a Listed Issuer that is an investment fund must approve any

(a) acquisition of the Listed Issuer, or

(b) any reorganization or transfer of the Listed Issuer’s assets to another investment fund that results in the Listed Issuer ceasing to exist after the reorganization or transfer of assets and the Listed Issuer’s security holders becoming security holders of the other investment fund,

unless:


April 15, 2011 (2011) 34 OSCB 4652

(c) the Listed Issuer has a permitted merger clause in its constating documents that permits the acquisition of the Listed Issuer without security holder approval;

(d) the consideration offered to security holders of the Listed Issuer for the acquisition has a value that is not less than NAV;

(e) the investment manager of the Listed Issuer being acquired has determined that the investment objectives, valuation procedures and fee structure of the Listed Issuer and the acquiring issuer are substantially the same;

(f) the independent review committee of the Listed Issuer being acquired has (i) approved the acquisition, and (ii) if the Listed Issuer is to bear any of the costs and expenses of the transaction, determined that such payment is in the best interests of the Listed Issuer; and

(g) the Listed Issuer is providing its security holders with a redemption right for cash proceeds which are not less than its NAV, together with a minimum of 20 business days’ prior notice and description of such redemption right and the acquisition.

Commentary:

Notice may be made by means of a news release describing the transaction and the redemption right.

10.11 Security Based Compensation

(1) This section governs issuance of stock options, other than overallotment options to an underwriter in a prospectus offering or options to increase the size of the distribution prior to closing, and other plans that involve the issuance or potential issuance of listed securities, that are used as incentives or compensation mechanisms for employees, directors, officers, consultants and other persons who provide services for Listed Issuers (“compensation plans”).

Commentary:

Stock purchase plans are included in this section if the issuer provides financial assistance for the purchase of securities.

(2) Security holders must approve the grant of securities to any person not previously employed by or an insider of the Listed Issuer where

(a) such grant is intended to induce the person to enter into a full-time contract of employment as an officer of the Listed Issuer, and

(b) the securities issued or issuable under the grant exceed 10% of the securities of that class outstanding as of the date of the grant.

(3) Listed Issuers must comply with the section 2.25 of National Instrument 45-106 Prospectus and Registration Exemptions as if it were an unlisted reporting issuer and obtain shareholder approval for a compensation plan if required under that section.

(4) The fundamental terms of an option or compensation plan may not be amended without the approval of a majority of the Listed Issuer’s Board of Directors, other than directors participating or eligible to participate in the plan. If the Boardis unable to approve an amendment because of the restrictions on eligibility to vote, any amendment to the fundamental terms of an option or compensation plan must be approved by security holders, other than security holders participating or eligible to participate in the plan.

Commentary:

Alpha considers changes to the fundamental terms of an option or plan to include reductions in the purchase price and extension of the expiry date.

(5) Notwithstanding subsection (4), a plan may not be amended to increase the maximum number of securities issuable under the compensation plan unless

(a) the new maximum number of securities issuable is not greater than 5% of the outstanding securities of the class as of the date of the amendment,


April 15, 2011 (2011) 34 OSCB 4653

(b) the amendment is approved by a majority of the Listed Issuer’s Board of Directors, other than directors participating or eligible to participate in the plan, if the new maximum number of securities issuable is greater than 5% but not greater than 10% of the outstanding securities of the class as of the date of the amendment, or

(c) the amendment is approved by security holders, other than security holders participating or eligible to participate in the plan.

10.12 Shareholder Rights Plans

(1) Security holders must ratify the adoption of a shareholder rights plan as provided in subsection 6.21(4).

10.13 Related Party Transactions

(1) A Listed Issuer undertaking any transaction subject to Multilateral Instrument 61-101 Protection of Minority Holders in Special Transactions must comply with any requirements for formal valuations and minority security holder approval notwithstanding exemptions contained in sections 4.4(a), 5.5(b) and 5.7(b) of that instrument for issuers not listed on specified markets.

Commentary:

Listed Issuers may take advantage of other exemptions from these requirements if applicable.

Part XI. Appeals

11.01 Appeals of Decision

(1) A Listed Issuer or any other person adversely affected by a decision may appeal the decision to the Regulatory Oversight Committee, other than

(i) a decision of the Market Regulator,

(ii) a decision to temporarily halt or suspend trading pursuant to sections 9.01 or 9.02, or

(iii) a decision of the Regulatory Oversight Committee.

Commentary:

Decisions of the Market Regulator are subject to the Market Regulator’s appeal procedures.

(2) Appeals will be conducted according to the procedures established by the committee.


April 15, 2011 (2011) 34 OSCB 4654

FORM 1

LISTING APPLICATION

1. CONTACT INFORMATION

Legal name of applicant

Address of registered office

Address of head office

Telephone Facsimile

General email address Website

2. RELATED PERSON CONTACTS

Give information for all related persons for the applicant. If a related person is not an individual, provided the information listed in section 1 for that related person.

Name Relationship to Applicant

Telephone Email

Name Relationship to Applicant

Telephone Email

3. ADDITIONAL INFORMATION CONCERNING THE ISSUER (Fill in applicable Information)

Jurisdiction of incorporation:


April 15, 2011 (2011) 34 OSCB 4655

Jurisdiction(s) in which the applicant is a reporting issuer or equivalent:

North American industrial classification:

Brief description of the applicant’s business:

4. INFORMATION CONCERNING SECURITIES TO BE LISTED

CLASS CUSIP TOTAL AUTHORIZED

TOTAL ISSUED

TOTAL RESERVED FOR ISSUANCE

TOTAL TO BE LISTED (ISSUED + RESERVED)

Complete the following chart for each class of securities to be listed:

TOTAL OUTSTANDING (A)

TOTAL HELD BY RELATED PERSONS AND EMPLOYEES (B)

PUBLICFLOAT (A-B)

TOTAL SUBJECT TO TRANSFER RESTRICTIONS (C)

TRADEABLE FLOAT (A-C)

For the Securities to be listed, provide information regarding the term or maturity date of each type or class and specify the type of settlement at maturity (cash or in-kind).

List the registered public securityholders for each class of securities to be listed. For the purposes of this report, "public securityholders" are persons other than persons enumerated in section (B) of the previous chart. List registered holders only.

CLASS OF SECURITY SIZE OF HOLDING NUMBER OF HOLDERS TOTAL NUMBER OF SECURITIES 1 – 99 securities

100 – 499 securities


1,000 – 1,999 securities




5,000 or more securities

List the beneficial public securityholders for each class of securities to be listed. For the purposes of this report, "beneficial public securityholders" are (i) public security holders holding securities in their own name as registered shareholders; and (ii) publicsecurity holders holding securities through an intermediary where the Issuer has been given written confirmation of shareholdings.

For the purposes of this chart, it is sufficient if the intermediary provides a breakdown by number of beneficial holders for each line item below. If an intermediary or intermediaries will not provide details of beneficial holders, give the aggregate position of all such intermediaries in the last line.


April 15, 2011 (2011) 34 OSCB 4656

CLASS OF SECURITY SIZE OF HOLDING NUMBER OF HOLDERS TOTAL NUMBER OF SECURITIES 1 – 99 securities







5,000 or more securities

Unable to confirm

Describe any restrictions on the free tradability of the class of securities to be listed. If none, confirm that the securitiesare freely tradable in Canada:

Give details of any shareholder rights plan and any “coattail” provisions allowing shareholders to participate in a partial take-over bid. If none, state “none”.

5. INFORMATION CONCERNING RESERVED SECURITIES

SECURITY/INSTRUMENTNAME

TOTAL RESERVED EXERCISE OR CONVERSION PRICE

EXPIRY (YYYY-MM-DD)

6. TRANSFER AGENT AND REGISTRAR INFORMATION

Transfer Agent Name Address

Cities in which transfer facilities are maintained

Registrar Name Address

7. HISTORICAL INFORMATION

Identify all exchanges on which the applicant (or any of its predecessors) has or had a class of securities listed, the security, the class of securities and number of outstanding shares being publicly traded for each security. In the case of exchanges on which the securities are no longer listed, state the date of delisting.

Has the applicant (or any of its predecessors) ever applied to have its securities traded on another market and been denied? If yes, provide the name of the market(s), the date(s) and the reason(s):

Has the issuer or any predecessor ever had trading in its securities halted by a marketplace or been suspended from trading or delisted by a marketplace? If yes, provide details. Be specific (do not simply state “failure to meet exchange requirements”) and state whether the halt or suspension was remedied. If the delisting was at the issuer’s request, state if thereason was to avoid compliance with a marketplace requirement (e.g. to issue securities at a price the marketplace would not accept).Do not include routine halts for dissemination of information, halts due to system problems in the marketplace or market-wide halts not specific to the issuer (e.g. circuit breakers).


April 15, 2011 (2011) 34 OSCB 4657

Has the issuer or any predecessor ever been in default of its obligations as a reporting issuer or equivalent in any jurisdiction? If yes, provide details, including details of any cease trade orders or management cease trade orders issued.

8. MARKET MAKERS

Have you entered into an agreement with any Member to act as a Lead Market Maker or Market Maker for the securities to be listed? If yes, please identify the part(ies)(y) below and provide a copy of the agreement setting out the responsibilities’ of the party as Lead Market Maker or Market Maker.

Name of Lead Market Maker___________________________________________________

Name of Market Maker(s) ____________________________________________________

9. OTHER INFORMATION

Attach copies of all documents listed in Schedule “A” of this Application.

10. CERTIFICATE AND DECLARATION

After having received approval from its Board of Directors, [legal name of applicant] applies to list the securities designated in this application with Alpha Exchange.

AUTHORIZATION AND CONSENT: THE APPLICANT HEREBY AUTHORIZED AND CONSENTS TO THE COLLECTION BY ALPHA EXCHANGE, ITS SUBSIDIARIES, AFFILIATES, REGULATORS AND AGENTS OF ANY INFORMATION WHATSOEVER (WHICH MAY INCLUDE PERSONAL, CREDIT OR OTHER INFORMATION) FROM ANY SOURCE, INCLUDING WITHOUT LIMITATION AN INVESTIGATIVE AGENCY OR RETAIL CREDIT AGENCY, AS PERMITTED BY LAW IN ANY JURISDICTION IN CANADA OR ELSEWHERE. THE APPLICANT ACKNOWLEDGES AND AGREES THAT ANY SUCH INFORMATION MAY BE SHARED BY ALPHA EXCHANGE, ITS SUBSIDIARIES, AFFILIATES, REGULATORS AND AGENTS INDEFINITELY.

The officer(s) and director(s) signing below solemnly declare that as of the date of the application they each (i) have been dulyauthorized to sign this certificate and (ii) all information in this application and in other information filed in connection with the listing application is, to the best of their knowledge, true and correct and (iii) they are making this solemn declaration believing it to be true and knowing it is of the same force and effect as if made under the Canada Evidence Act.

Signature of Authorized Person Name

Position Date NOTARIAL SEAL


Position Date NOTARIAL SEAL


April 15, 2011 (2011) 34 OSCB 4658

APPENDIX “A”

1. Certified copies of all charter documents, including Articles of Incorporation, Articles of Amendment, Articles of Continuance, Articles of Amalgamation, partnership agreements, trust indentures, declarations of trust, limited partnership agreements or equivalent documents.

2. Copies of all stock option or security purchase plans and of any other agreement pursuant to which listed or voting securities may be issued;

3. Copies of any agreements under which securities are held in escrow, pooled, or under a similar arrangement;


April 15, 2011 (2011) 34 OSCB 4659

FORM 2

LISTING STATEMENT (ISSUERS OTHER THAN SPECIAL PURPOSE ISSUERS)

GENERAL INSTRUCTIONS

(1) An issuer doing an initial public offering may file the preliminary and final prospectuses in lieu of this notice.

(2) In determining the degree of detail required, a standard of materiality must be applied. Materiality is a matter of judgment in the particular circumstance, and is determined in relation to an item’s significance to investors, analysts and other users of the information. An item of information, or an aggregate of items, is considered material if it is probable that its omission or misstatement would influence or change an investment decision with respect to the issuer’s securities. In determining whether information is material, take into account both quantitative and qualitative factors. The potential significance of items must be considered individually rather than on a net basis, if the items have an offsetting effect. This concept of materiality is consistent with the financial reporting notion of materiality contained inthe Handbook.

(3) The disclosure must be understandable to readers and presented in an easy-to-read format. If technical terms are required, clear and concise explanations should be included.

(4) No reference need be made to inapplicable items and, unless otherwise required in this form, negative answers to items may be omitted.

(5) The term “issuer” includes the applicant issuer and any of its subsidiaries.

(6) If an issuer discloses financial information in a Listing Statement in a currency other than the Canadian dollar, prominently disclose the currency in which the financial information is disclosed.

(7) For issuers applying for approval following a backdoor listing, provide current and historic information for

(i) the issuer,

(ii) all other companies or businesses involved in the backdoor listing (the “target”), and

(iii) the entity that will result from the backdoor listing.

Information in the issuer’s most recent Listing Statement may be incorporated by reference, but this statement must indicate if any of that information has changed or is no longer relevant. Information concerning assets or lines of business that will not be part of the new entity’s business should not be disclosed.

1. Table of contents

1.1 Include a table of contents

2. Corporate Structure

Name, address and incorporation

2.1 State the issuer’s full corporate name or, if the issuer is an unincorporated entity, the full name under which it exists and carries on business, and the address(es) of the issuer’s head and registered office.

2.2 State the statute under which the issuer is incorporated, continued or organized or, if the issuer is an unincorporated entity, the laws of the jurisdiction or foreign jurisdiction under which it is established and exists.

2.3 Describe the substance of any material amendments to the articles or other constating or establishing documents of the issuer.

Intercorporate relationships

2.4 Describe, by way of a diagram or otherwise, the intercorporate relationships among the issuer and its subsidiaries. If the issuer is applying following a backdoor listing or is proposing an acquisition, amalgamation, merger, reorganization


April 15, 2011 (2011) 34 OSCB 4660

or arrangement, describe by way of diagram or otherwise these intercorporate relationships both before and after the completion of the transaction.

2.5 For each subsidiary described in subsection (1), state

(a) the percentage of votes attaching to all voting securities of the subsidiary beneficially owned, or controlled or directed, directly or indirectly, by the issuer,

(b) the percentage of each class of restricted securities of the subsidiary beneficially owned, or controlled or directed, directly or indirectly, by the issuer, and

(c) where the subsidiary was incorporated, continued, formed or organized.

INSTRUCTIONS

A particular subsidiary may be omitted if

(a) the total assets of the subsidiary do not constitute more than 10 per cent of the consolidated assets of the issuer at the most recent financial year end,

(b) the sales and operating revenues of the subsidiary do not exceed 10 per cent of the consolidated sales and operating revenues of the issuer at the most recent financial year end, and

(c) the conditions in paragraphs (a) and (b) would be satisfied if

(i) the subsidiaries that may be omitted under paragraphs (a) and (b) were considered in the aggregate, and

(ii) the reference to 10 per cent was changed to 20 per cent.

3. Describe the business

3.1 Describe the business of the issuer and its operating segments that are reportable segments as those terms are used in the Handbook. Disclose information for each reportable segment of the issuer in accordance with subsection 5.1(1) of National Instrument 51-102 Form 51-102F2.

3.2 Disclose the nature and results of any bankruptcy, receivership or similar proceedings against the issuer or any of its subsidiaries, or any voluntary bankruptcy, receivership or similar proceedings by the issuer or any of its subsidiaries, within the three most recently completed financial years or completed during or proposed for the current financial year.

3.3 Disclose the nature and results of any material restructuring transaction of the issuer or any of its subsidiaries within the three most recently completed financial years or completed during or proposed for the current financial year.

3.4 If the issuer has implemented social or environmental policies that are fundamental to the issuer’s operations, such as policies regarding the issuer’s relationship with the environment or with the communities in which the issuer does business, or human rights policies, describe them and the steps the issuer has taken to implement them.

Three-year history

3.5 Describe how the issuer’s business has developed over the last three completed financial years and any subsequent period to the date of the Listing Statement, including only events, such as acquisitions or dispositions, or conditions that have influenced the general development of the business.

3.6 If the issuer produces or distributes more than one product or provides more than one kind of service, describe the products or services.

3.7 Discuss changes in the issuer’s business that the issuer expects will occur during the current financial year.

Issuers with asset-backed securities outstanding

3.8 If the issuer has asset-backed securities outstanding that were distributed under a Listing Statement, disclose information in accordance with section 5.3 of National Instrument 51-102 Form 51-102F2.


April 15, 2011 (2011) 34 OSCB 4661

Issuers with mineral projects

3.9 If the issuer has a mineral project, disclose information for the issuer in accordance with section 5.4 of National Instrument 51-102 Form 51-102F2.

Issuers with oil and gas operations

3.10 If the issuer is engaged in oil and gas activities as defined in National Instrument 51-101, disclose information in accordance with National Instrument 51-101 Form 51-101F1

(a) as at the end of, and for, the most recent financial year for which the Listing Statement includes an audited balance sheet of the issuer, or

(b) in the absence of a completed financial year referred to in paragraph (a), as at the most recent date for which the Listing Statement includes an audited balance sheet of the issuer, and for the most recent financial period for which the Listing Statement includes an audited income statement of the issuer.

3.11 Include with the disclosure under section 3.10 a report in the form of Form 51-101F2, on the reserves data included in the disclosure required under section 3.10.

3.12 Include with the disclosure under section 3.10 a report in the form of Form 51-101F3 that refers to the information disclosed under section 3.10.

3.13 To the extent not reflected in the information disclosed in response to subsection (1), disclose the information contemplated by Part 6 of National Instrument 51-101 in respect of material changes that occurred after the applicable balance sheet referred to in section 3.10.

INSTRUCTION

Disclosure in a Listing Statement must be consistent with NI 51-101 if the issuer is engaged in oil and gas activities as defined in NI 51-101.

4. Dividends or distributions

4.1 Disclose the amount of cash dividends or distributions declared per security for each class of the issuer’s securities for each of the three most recently completed financial years and its current financial year.

4.2 Describe any restrictions that could prevent the issuer from paying dividends or distributions.

4.3 Disclose the issuer’s dividend or distribution policy and any intended change in dividend or distribution policy.

5. Management’s Discussion and Analysis

Interpretation

5.1 For the purposes of this Item, MD&A means disclosure that is required by National Instrument 51-102 Form 51-102F1. In the case of an SEC issuer, management’s discussion and analysis prepared in accordance with Item 303 of Regulation S-K or Item 303 of Regulation S-B under the 1934 Act is acceptable.

5.2 For MD&A in the form of Form 51-102F1, the issuer

(a) must read the references to a “venture issuer” in Form 51-102F1 to include an IPO venture issuer,

(b) must disregard

(i) the Instruction to section 1.11 of Form 51-102F1, and

(ii) section 1.15 of Form 51-102F1, and

(c) must include the disclosure required by section 1.10 of Form 51-102F1 in the Listing Statement.


April 15, 2011 (2011) 34 OSCB 4662

INSTRUCTION

For the purposes of paragraph (2)(c), an issuer cannot satisfy the requirement in section 1.10 of Form 51-102F1 by incorporating by reference its fourth quarter MD&A into the Listing Statement.

MD&A

5.3 Provide MD&A for

(a) the most recent annual financial statements of the issuer included in the Listing Statement under Item 32, and

(b) the most recent interim financial statements of the issuer included in the Listing Statement under Item 32.

5.4 If the Listing Statement includes the issuer’s annual income statements, statements of retained earnings, and cash flow statements for three financial years under Item 32, provide MD&A for the second most recent annual financial statements of the issuer included in the Listing Statement under Item 32.

5.5 Despite subsection (2), MD&A for the second most recent annual financial statements of the issuer included in the Listing Statement under Item 32 may omit disclosure regarding balance sheet items.

SEC issuers

5.6 If the issuer is an SEC issuer, for any MD&A that is included in the Listing Statement, include the disclosure prepared in accordance with subsection (2) if the issuer

(a) has based the discussion in the MD&A on financial statements prepared in accordance with U.S. GAAP, and

(b) is required by subsection 4.1(1) of National Instrument 52-107 to provide a reconciliation to Canadian GAAP.

5.7 In the disclosure required under subsection (1) restate, based on financial information of the issuer prepared in accordance with, or reconciled to, Canadian GAAP, those parts of the MD&A that

(a) are based on financial statements of the issuer prepared in accordance with U.S. GAAP, and

(b) would contain material differences if they were based on financial statements of the issuer prepared in accordance with Canadian GAAP.

Disclosure of outstanding security data

5.8 Disclose the designation and number or principal amount of

(a) each class and series of voting or equity securities of the issuer for which there are securities outstanding,

(b) each class and series of securities of the issuer for which there are securities outstanding if the securities are convertible into, or exercisable or exchangeable for, voting or equity securities of the issuer, and

(c) subject to subsection (2), each class and series of voting or equity securities of the issuer that are issuable on the conversion, exercise or exchange of outstanding securities of the issuer.

5.9 If the exact number or principal amount of voting or equity securities of the issuer that are issuable on the conversion, exercise or exchange of outstanding securities of the issuer is not determinable, the issuer must disclose the maximum number or principal amount of each class and series of voting or equity securities that are issuable on the conversion, exercise or exchange of outstanding securities of the issuer and, if that maximum number or principal amount is not determinable, the issuer must describe the exchange or conversion features and the manner in which the number or principal amount of voting or equity securities will be determined.

5.10 The disclosure under subsections (1) and (2) must be prepared as of the latest practicable date.

More recent financial information

5.11 If the issuer is required to include more recent historical financial information in the Listing Statement under subsection 32.6(1), the issuer is not required to update the MD&A already included in the Listing Statement under this Item.


April 15, 2011 (2011) 34 OSCB 4663

Additional disclosure for venture issuers or IPO venture issuers without significant revenue

5.12 If the issuer is a venture issuer or an IPO venture issuer that has not had significant revenue from operations in either of its last two financial years, disclose a breakdown of material components of

(a) capitalized or expensed exploration and development costs,

(b) expensed research and development costs,

(c) deferred development costs,

(d) general and administrative expenses, and

(e) any material costs, whether capitalized, deferred or expensed, not referred to in paragraphs (a) through (d).

5.13 Present the analysis of capitalized or expensed exploration and development costs required by subsection (1) on a property-by-property basis, if the issuer’s business primarily involves mining exploration and development.

5.14 Provide the disclosure in subsection (1) for the following periods:

(a) the two most recently completed financial years; and

(b) the most recent year-to-date interim period and the comparative year-to-date period presented in the interim financial statements included in the Listing Statement, if any.

5.15 Subsection (1) does not apply if the information required under that subsection has been disclosed in the financial statements included in the Listing Statement.

Additional disclosure for junior issuers

5.16 For a junior issuer that had negative operating cash flow in its most recently completed financial year for which financial statements have been included in the Listing Statement, disclose

(a) the period of time the proceeds raised under the Listing Statement are expected to fund operations,

(b) the estimated total operating costs necessary for the issuer to achieve its stated business objectives during that period of time, and

(c) the estimated amount of other material capital expenditures during that period of time.

Additional disclosure for issuers with significant equity investees

5.17 An issuer that has a significant equity investee must disclose

(a) summarized information as to the assets, liabilities and results of operations of the equity investee, and

(b) the issuer’s proportionate interest in the equity investee and any contingent issuance of securities by the equity investee that might significantly affect the issuer’s share of earnings.

5.18 Provide the disclosure in subsection (1) for the following periods

(a) the two most recently completed financial years,

(b) the most recent year-to-date interim period and the comparative year-to-date period presented in the interim financial statements included in the Listing Statement, if any.

5.19 Subsection (1) does not apply if

(a) the information required under that subsection has been disclosed in the financial statements included in the Listing Statement, or


April 15, 2011 (2011) 34 OSCB 4664

(b) the issuer includes in the Listing Statement separate financial statements of the equity investee for the periods referred to in subsection (2).

6. Description of Securities

Equity securities

6.1 Describe all material attributes and characteristics of all classes of equity securities outstanding, including

(a) dividend rights,

(b) voting rights,

(c) rights upon dissolution or winding-up,

(d) pre-emptive rights,

(e) conversion or exchange rights,

(f) redemption, retraction, purchase for cancellation or surrender provisions,

(g) sinking or purchase fund provisions,

(h) provisions permitting or restricting the issuance of additional securities and any other material restrictions, and

(i) provisions requiring a securityholder to contribute additional capital.

Debt securities

6.2 Describe all material attributes and characteristics all outstanding classes of debt securities and the security, if any, for the debt, including

(a) provisions for interest rate, maturity and premium, if any,

(b) conversion or exchange rights,

(c) redemption, retraction, purchase for cancellation or surrender provisions,

(d) sinking or purchase fund provisions,

(e) the nature and priority of any security for the debt securities, briefly identifying the principal properties subject to lien or charge,

(f) provisions permitting or restricting the issuance of additional securities, the incurring of additional indebtedness and other material negative covenants, including restrictions against payment of dividends and restrictions against giving security on the assets of the issuer or its subsidiaries, and provisions as to the release or substitution of assets securing the debt securities,

(g) the name of the trustee under any indenture relating to the debt securities and the nature of any material relationship between the trustee or any of its affiliates and the issuer or any of its affiliates, and

(h) any financial arrangements between the issuer and any of its affiliates or among its affiliates that could affect the security for the indebtedness.

Asset-backed securities

6.3 Describe the material attributes and characteristics of all outstanding classes of asset-backed securities, including

(a) the rate of interest or stipulated yield and any premium,

(b) the date for repayment of principal or return of capital and any circumstances in which payments of principal or capital may be made before such date, including any redemption or pre-payment obligations or privileges of


April 15, 2011 (2011) 34 OSCB 4665

the issuer and any events that may trigger early liquidation or amortization of the underlying pool of financial assets,

(c) provisions for the accumulation of cash flows to provide for the repayment of principal or return of capital,

(d) provisions permitting or restricting the issuance of additional securities and any other material negative covenants applicable to the issuer,

(e) the nature, order and priority of the entitlements of holders of asset-backed securities and any other entitled persons or companies to receive cash flows generated from the underlying pool of financial assets, and

(f) any events, covenants, standards or preconditions that may reasonably be expected to affect the timing or amount of payments or distributions to be made under the asset-backed securities, including those that are dependent or based on the economic performance of the underlying pool of financial assets.

6.4 Provide financial disclosure that describes the underlying pool of financial assets for

(a) the three most recently completed financial years ended more than

(i) 90 days before the date of the Listing Statement, or

(ii) 120 days before the date of the Listing Statement, if the issuer is a venture issuer,

(b) if the issuer has not had asset-backed securities outstanding for three financial years, each completed financial year ended more than



(c) a period from the date the issuer had asset-backed securities outstanding to a date not more than 90 days before the date of the Listing Statement if the issuer has not had asset-backed securities outstanding for at least one financial year.

6.5 For the purposes of the financial disclosure required by subsection (3), if an issuer changed its financial year end during any of the financial years referred to in subsection (3) and the transition year is less than nine months, the transition year is not a financial year.

6.6 Despite subsection (4), all financial disclosure that describes the underlying pool of financial assets of the issuer for a transition year must be included in the Listing Statement for the most recent interim period, if any, ended

(a) subsequent to the most recent financial year refer to in paragraphs (3)(a) and (3)(b) in respect of which financial disclosure on the underlying pool of financial assets is included in the Listing Statement, and

(b) more than


(ii) 60 days before the date of the Listing Statement if the issuer is a venture issuer.

6.7 If the issuer files financial disclosure that describes the underlying pool of financial assets for a more recent period than required under subsection (3) or (5) before the Listing Statement is filed, the issuer must include that more recent financial disclosure that describes the underlying pool of financial assets in the Listing Statement.

6.8 If financial disclosure that describes the underlying pool of financial assets of the issuer is publicly disseminated by, or on behalf of, the issuer through news release or otherwise for a more recent period than required under subsection (3) or (5), the issuer must include the content of the news release or public communication in the Listing Statement.

6.9 The disclosure in subsections (3) and (5) must include a discussion and analysis of

(a) the composition of the pool as at the end of the period,


April 15, 2011 (2011) 34 OSCB 4666

(b) income and losses from the pool for the period presented on at least an annual basis or such shorter period as is reasonable given the nature of the underlying pool of assets,

(c) the payment, prepayment and collection experience of the pool for the period on at least an annual basis or such shorter period as is reasonable given the nature of the underlying pool of assets,

(d) servicing and other administrative fees, and

(e) any significant variances experienced in the matters referred to in paragraphs (a) through (d).

6.10 Describe the type of financial assets, the manner in which the financial assets originated or will originate and, if applicable, the mechanism and terms of the agreement governing the transfer of the financial assets comprising the underlying pool to or through the issuer, including the consideration paid for the financial assets.

6.11 Describe any person or company who

(a) originated, sold or deposited a material portion of the financial assets comprising the pool, or has agreed to do so,

(b) acts, or has agreed to act, as a trustee, custodian, bailee or agent of the issuer or any holder of the asset-backed securities, or in a similar capacity,

(c) administers or services a material portion of the financial assets comprising the pool or provides administrative or managerial services to the issuer, or has agreed to do so, on a conditional basis or otherwise, if

(i) finding a replacement provider of the services at a cost comparable to the cost of the current provider is not reasonably likely,

(ii) a replacement provider of the services is likely to achieve materially worse results than the current provider,

(iii) the current provider of the services is likely to default in its service obligations because of its current financial condition, or

(iv) the disclosure is otherwise material,

(d) provides a guarantee, alternative credit support or other credit enhancement to support the obligations of the issuer under the asset-backed securities or the performance of some or all of the financial assets in the pool, or has agreed to do so, or

(e) lends to the issuer in order to facilitate the timely payment or repayment of amounts payable under the asset-backed securities, or has agreed to do so.

6.12 Describe the general business activities and material responsibilities under the asset-backed securities of a person or company referred to in subsection (10).

6.13 Describe the terms of any material relationships between

(a) any of the persons or companies referred to in subsection (10) or any of their respective affiliates, and

(b) the issuer.

6.14 Describe any provisions relating to termination of services or responsibilities of any of the persons or companies referred to in subsection (10) and the terms on which a replacement may be appointed.

6.15 Describe any risk factors associated with the asset-backed securities, including disclosure of material risks associated with changes in interest rates or prepayment levels, and any circumstances where payments on the asset-backed securities could be impaired or disrupted as a result of any reasonably foreseeable event that may delay, divert or disrupt the cash flows dedicated to service the asset-backed securities.


April 15, 2011 (2011) 34 OSCB 4667

INSTRUCTIONS

(1) Present the information required under subsections (3) through (8) in a manner that will enable a reader to easily determine whether, and the extent to which, the events, covenants, standards and preconditions referred to in paragraph (2)(f) have occurred, are being satisfied or may be satisfied.

(2) If the information required under subsections (3) through (8) is not compiled specifically from the underlying pool of financial assets, but is compiled from a larger pool of the same assets from which the securitized assets are randomly selected so that the performance of the larger pool is representative of the performance of the pool of securitized assets, then an issuer may comply with subsections (3) through (8) by providing the financial disclosure required based on the larger pool and disclosing that it has done so.

(3) Issuers are required to summarize contractual arrangements in plain language and may not merely restate the text of the contracts referred to. The use of diagrams to illustrate the roles of, and the relationship among, the persons and companies referred to in subsection (10), and the contractual arrangements underlying the asset-backed securities is encouraged.

Derivatives

6.16 Describe fully the material attributes and characteristics of all outstanding derivatives, including

(a) the calculation of the value or payment obligations under the derivatives,

(b) the exercise of the derivatives,

(c) settlements that are the result of the exercise of the derivatives,

(d) the underlying interest of the derivatives,

(e) the role of a calculation expert in connection with the derivatives,

(f) the role of any credit supporter of the derivatives, and

(g) the risk factors associated with the derivatives.

Restricted securities

6.17 If the issuer has outstanding restricted securities, subject securities or securities that are, directly or indirectly, convertible into or exercisable or exchangeable for restricted securities or subject securities, provide a detailed description of

(a) the voting rights attached to the restricted securities that are the subject of the distribution or that will result from the distribution, either directly or following a conversion, exchange or exercise, and the voting rights, if any, attached to the securities of any other class of securities of the issuer that are the same as or greater than, on a per security basis, those attached to the restricted securities,

(b) any significant provisions under applicable corporate and securities law that do not apply to the holders of the restricted securities that are the subject of the distribution or that will result from the distribution, either directly or following a conversion, exchange or exercise, but do apply to the holders of another class of equity securities, and the extent of any rights provided in the constating documents or otherwise for the protection of holders of the restricted securities,

(c) any rights under applicable corporate law, in the constating documents or otherwise, of holders of restricted securities that are the subject of the distribution or that will result from the distribution, either directly or following a conversion, exchange or exercise, to attend, in person or by proxy, meetings of holders of equity securities of the issuer and to speak at the meetings to the same extent that holders of equity securities are entitled, and

(d) how the issuer complied with, or the basis upon which it was exempt from, the requirements of Part 12 of the Instrument.


April 15, 2011 (2011) 34 OSCB 4668

6.18 If holders of restricted securities do not have all of the rights referred to in section 6.17 the detailed description referredto in that subsection must include, in boldface type, a statement of the rights the holders do not have.

6.19 If the issuer is required to include the disclosure referred to in section 6.17, state the percentage of the aggregate voting rights attached to the issuer’s securities that will be represented by restricted securities after effect has been given to the issuance of the securities being offered.

Other securities

6.20 If securities other than equity securities, debt securities, asset-backed securities or derivatives are being distributed, describe fully the material attributes and characteristics of those securities.

Modification of terms

6.21 Describe provisions about the modification, amendment or variation of any rights attached to the outstanding securities.

6.22 If the rights of holders of securities may be modified otherwise than in accordance with the provisions attached to the securities or the provisions of the governing statute relating to the securities, explain briefly.

Ratings

6.23 If the issuer has asked for and received a stability rating, or if the issuer is aware that it has received any other kind of rating, including a provisional rating, from one or more approved rating organizations for the securities being distributed and the rating or ratings continue in effect, disclose

(a) each security rating, including a provisional rating or stability rating, received from an approved rating organization,

(b) the name of each approved rating organization that has assigned a rating for the securities to be distributed,

(c) a definition or description of the category in which each approved rating organization rated the securities to be distributed and the relative rank of each rating within the organization’s overall classification system,

(d) an explanation of what the rating addresses and what attributes, if any, of the securities to be distributed are not addressed by the rating,

(e) any factors or considerations identified by the approved rating organization as giving rise to unusual risks associated with the securities to be distributed,

(f) a statement that a security rating or a stability rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the rating organization, and

(g) any announcement made by, or any proposed announcement known to the issuer that is to be made by, an approved rating organization to the effect that the organization is reviewing or intends to revise or withdraw a rating previously assigned and required to be disclosed under this section.

INSTRUCTION

There may be factors relating to a security that are not addressed by a ratings agency when they give a rating. For example, inthe case of cash settled derivatives, factors in addition to the creditworthiness of the issuer, such as the continued subsistence of the underlying interest or the volatility of the price, value or level of the underlying interest may be reflected in the rating analysis. Rather than being addressed in the rating itself, these factors may be described by an approved rating organization by way of a superscript or other notation to a rating. Any such attributes must be discussed in the disclosure under this section.

Other attributes

6.24 If the rights attaching any the securities are materially limited or qualified by the rights of any other class of securities, or if any other class of securities ranks ahead of or equally with the securities being distributed, include information about the other securities that will enable investors to understand the rights attaching to the securities being distributed.

6.25 If any class securities may be partially redeemed or repurchased, state the manner of selecting the securities to be redeemed or repurchased.


April 15, 2011 (2011) 34 OSCB 4669

INSTRUCTION

This section requires only a brief summary of the provisions that are material from an investment standpoint. The provisions attaching to the securities being distributed or any other class of securities do not need to be set out in full. They may, in theissuer’s discretion, be attached as a schedule to the Listing Statement.

7. Consolidated capitalization

7.1 Describe any material change in, and the effect of the material change on, the share and loan capital of the issuer, on a consolidated basis, since the date of the issuer’s financial statements for its most recently completed financial period included in the Listing Statement, including any material change that will result from the issuance of the securities being distributed under the Listing Statement.

8. Options to purchase securities

8.1 State, in tabular form, as at a specified date within 30 days before the date of the Listing Statement, information about options to purchase securities of the issuer, or a subsidiary of the issuer that are held or will be held upon completion of the distribution by

(a) all executive officers and past executive officers of the issuer, as a group, and all directors and past directors of the issuer who are not also executive officers, as a group, indicating the aggregate number of executive officers and the aggregate number of directors to whom the information applies,

(b) all executive officers and past executive officers of all subsidiaries of the issuer, as a group, and all directors and past directors of those subsidiaries who are not also executive officers of the subsidiary, as a group, excluding, in each case, individuals referred to in paragraph (a), indicating the aggregate number of executive officers and the aggregate number of directors to whom the information applies,

(c) all other employees and past employees of the issuer as a group,

(d) all other employees and past employees of subsidiaries of the issuer as a group,

(e) all consultants of the issuer as a group, and

(f) any other person or company, other than the underwriter(s), naming each person or company.

8.2 Describe any material change to the information required to be included in the Listing Statement under subsection (1) to the date of the Listing Statement.

INSTRUCTIONS

(1) Describe the options, warrants, or other similar securities stating the material provisions of each class or type of option, including

(a) the designation and number of the securities under option,

(b) the purchase price of the securities under option or the formula by which the purchase price will be determined, and the expiration dates of the options,

(c) if reasonably ascertainable, the market value of the securities under option on the date of grant,

(d) if reasonably ascertainable, the market value of the securities under option on the specified date, and

(e) with respect to options referred to in paragraph (1)(f), the particulars of the grant including the consideration for the grant.

(2) For the purposes of paragraph (1)(f), provide the information required for all options except warrants and special warrants.


April 15, 2011 (2011) 34 OSCB 4670

9. Prior sales

9.1 For each class of securities of the issuer distributed under the Listing Statement and for securities that are convertible into those classes of securities, state, for the 12-month period before the date of the Listing Statement,

(a) the price at which the securities have been issued or are to be issued by the issuer or sold by the selling securityholder,

(b) the number of securities issued or sold at that price, and

(c) the date on which the securities were issued or sold.

Trading price and volume

9.2 For each class of securities of the issuer that is traded or quoted on a Canadian marketplace, identify the marketplace and the price ranges and volume traded or quoted on the Canadian marketplace on which the greatest volume of trading or quotation generally occurs.

9.3 If a class of securities of the issuer is not traded or quoted on a Canadian marketplace but is traded or quoted on a foreign marketplace, identify the foreign marketplace and the price ranges and volume traded or quoted on the foreign marketplace on which the greatest volume or quotation generally occurs.

9.4 Provide the information required under sections 9.1 and 9.2 on a monthly basis for each month or, if applicable, partial months of the 12-month period before the date of the Listing Statement.

10. Escrowed securities and securities subject to contractual restriction on transfer

10.1 State as of a specified date within 30 days before the date of the Listing Statement, in substantially the following tabular form, the number of securities of each class of securities of the issuer held, to the knowledge of the issuer, in escrow or that are subject to a contractual restriction on transfer and the percentage that number represents of the outstanding securities of that class.

ESCROWED SECURITIES AND SECURITIES

SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER

Designation of class Number of securities held in escrow or that are subject to a contractual restriction on transfer

Percentage of class

10.2 In a note to the table disclose the name of the depository, if any, and the date of and conditions governing the release of the securities from escrow or the date the contractual restriction on transfer ends, as applicable.

10.3 Describe any material change to the information required to be included in the Listing Statement under section 10.1 to the date of the Listing Statement.

INSTRUCTIONS

(1) For purposes of this section, escrow includes securities subject to a pooling agreement.

(2) For the purposes of this section, securities subject to contractual restrictions on transfer as a result of pledges made tolenders are not required to be disclosed.

11. Principal securityholders and selling securityholders

11.1 Provide the following information for each principal securityholder of the issuer and, if any securities are being distributed for the account of a securityholder, for each selling securityholder:

(a) the name,


April 15, 2011 (2011) 34 OSCB 4671

(b) the number or amount of securities owned, controlled or directed of the class being distributed,

(c) the number or amount of securities of the class being distributed for the account of the securityholder,

(d) the number or amount of securities of the issuer of any class to be owned, controlled or directed after the distribution, and the percentage that number or amount represents of the total outstanding,

(e) whether the securities referred to in paragraph (b), (c) or (d) are owned both of record and beneficially, of record only, or beneficially only.

11.2 If securities are being distributed in connection with a restructuring transaction, indicate, to the extent known, the holdings of each person or company described in section 11.1(a) that will exist after effect has been given to the transaction.

11.3 If any of the securities being distributed are being distributed for the account of a securityholder and those securities were purchased by the selling securityholder within the two years preceding the date of the Listing Statement, state the date the selling securityholder acquired the securities and, if the securities were acquired in the 12 months preceding the date of the Listing Statement, the cost to the securityholder in the aggregate and on an average cost-per-security basis.

11.4 If, to the knowledge of the issuer or the underwriter of the securities being distributed, more than 10% of any class of voting securities of the issuer is held, or is to be held, subject to any voting trust or other similar agreement, disclose, tothe extent known, the designation of the securities, the number or amount of the securities held or to be held subject to the agreement and the duration of the agreement. State the names and addresses of the voting trustees and outline briefly their voting rights and other powers under the agreement.

11.5 If, to the knowledge of the issuer or the underwriter of the securities being distributed, any principal securityholder or selling securityholder is an associate or affiliate of another person or company named as a principal securityholder, disclose, to the extent known, the material facts of the relationship, including any basis for influence over the issuer held by the person or company other than the holding of voting securities of the issuer.

11.6 In addition to the above, include in a footnote to the table the required calculation(s) on a fully-diluted basis.

11.7 Describe any material change to the information required to be included in the Listing Statement under subsection (1) to the date of the Listing Statement.

INSTRUCTION

If a company, partnership, trust or other unincorporated entity is a principal securityholder of an issuer, disclose, to the extent known, the name of each individual who, through ownership of or control or direction over the securities of that company, trust or other unincorporated entity, or membership in the partnership, as the case may be, is a principal securityholder of that entity.

12. Directors and Executive Officers

Name, occupation and security holding

12.1 Provide information for directors and executive officers of the issuer in accordance with section 10.1 of National Instrument 51-102 Form 51-102F2 as at the date of the Listing Statement.

12.2 If information similar to the information required under subsection (1) is provided for any director or executive officer, who is not serving in such capacity as at the date of the Listing Statement, clearly indicate this fact and explain whether the issuer believes that this director or executive officer is liable under the Listing Statement.

Cease trade orders, bankruptcies, penalties or sanctions

12.3 Provide information for directors and executive officers of the issuer in accordance with section 10.2 of National Instrument 51-102 Form 51-102F2 as if the references in that section to “date of the AIF” read “date of the Listing Statement”.


April 15, 2011 (2011) 34 OSCB 4672

Conflicts of interest

12.4 Disclose particulars of existing or potential material conflicts of interest between the issuer or a subsidiary of the issuer and a director or officer of the issuer or of a subsidiary of the issuer.

Management of junior issuers

12.5 A junior issuer must provide the following information for each member of management

(a) state the individual’s name, age, position and responsibilities with the issuer and relevant educational background,

(b) state whether the individual works full time for the issuer or what proportion of the individual’s time will be devoted to the issuer,

(c) state whether the individual is an employee or independent contractor of the issuer,

(d) state the individual’s principal occupations or employment during the five years before the date of the Listing Statement, disclosing with respect to each organization as of the time such occupation or employment was carried on

(i) its name and principal business,

(ii) if applicable, that the organization was an affiliate of the issuer,

(iii) positions held by the individual, and

(iv) whether it is still carrying on business, if known to the individual,

(e) describe the individual’s experience in the issuer’s industry,

(f) state whether the individual has entered into a non-competition or non-disclosure agreement with the issuer.

INSTRUCTION

For purposes of this section, “management” means all directors, officers, employees and contractors whose expertise is criticalto the issuer, its subsidiaries and proposed subsidiaries in providing the issuer with a reasonable opportunity to achieve its stated business objectives.

13. Executive Compensation

13.1 Include in the Listing Statement a Statement of Executive Compensation prepared in accordance with National Instrument 51-102 Form 51-102F6 and describe any intention to make any material changes to that compensation.

14. Indebtedness of Directors and Executive Officers

Aggregate indebtedness

14.1 Provide information for the issuer in accordance with section 10.1 of National Instrument 51-102 Form 51-102F5 as if the reference in that section to “date of the information circular” read “date of the Listing Statement.”

Indebtedness of directors and executive officers under securities purchase and other programs

14.2 Provide information for the issuer in accordance with section 10.2 of National Instrument 51-102 Form 51-102F5 as if the reference in this section to “date of the information circular” read “date of the Listing Statement”.

14.3 Do not disclose the information required under section 14.2 for

(a) any indebtedness that has been entirely repaid on or before the date of the Listing Statement, or

(b) routine indebtedness (as defined in paragraph 10.3(c) of National Instrument 51-102 Form 51-102F5 as if reference in this paragraph to “the company” read “the issuer”).


April 15, 2011 (2011) 34 OSCB 4673

15. Audit Committees and Corporate Governance

Audit committees

15.1 Include in the Listing Statement the disclosure for the issuer in accordance with National Instrument 51-102 Form 52-110F1, as applicable, if the issuer is neither a venture issuer nor an IPO venture issuer.

15.2 Include in the Listing Statement the disclosure for the issuer in accordance with National Instrument 51-102 Form 52-110F2, as applicable, if the issuer is a venture issuer or an IPO venture issuer.

Corporate governance

15.3 Include in the Listing Statement the disclosure in accordance with National Instrument 51-102 Form 58-101F1, as applicable, if the issuer is neither a venture issuer nor an IPO venture issuer.

15.4 Include in the Listing Statement the disclosure in accordance with National Instrument 51-102 Form 58-101F2, as applicable, if the issuer is a venture issuer or an IPO venture issuer.

16. Risk Factors

16.1 Disclose risk factors relating to the issuer and its business, such as cash flow and liquidity problems, if any, experience of management, the general risks inherent in the business carried on by the issuer, environmental and health risks, reliance on key personnel, regulatory constraints, economic or political conditions and financial history and any other matter that would be likely to influence an investor’s decision to purchase securities of the issuer.

16.2 If there is a risk that securityholders of the issuer may become liable to make an additional contribution beyond the price of the security, disclose that risk.

16.3 Describe any risk factors material to the issuer that a reasonable investor would consider relevant to an investment in the securities being distributed and that are not otherwise described under section 16.1 or 16.2.

INSTRUCTIONS

(1) Disclose risks in the order of seriousness from the most serious to the least serious.

(2) A risk factor must not be de-emphasized by including excessive caveats or conditions.

17. Promoters

17.1 For a person or company that is, or has been within the two years immediately preceding the date of the Listing Statement, a promoter of the issuer or subsidiary of the issuer, state

(a) the person or company’s name,

(b) the number and percentage of each class of voting securities and equity securities of the issuer or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by the person or company,

(c) the nature and amount of anything of value, including money, property, contracts, options or rights of any kind received or to be received by the promoter directly or indirectly from the issuer or from a subsidiary of the issuer, and the nature and amount of any assets, services or other consideration received or to be received by the issuer or a subsidiary of the issuer in return, and

(d) for an asset acquired within the two years before the date of the Listing Statement, or to be acquired, by the issuer or by a subsidiary of the issuer from a promoter,

(i) the consideration paid or to be paid for the asset and the method by which the consideration has been or will be determined,

(ii) the person or company making the determination referred to in subparagraph (i) and the person or company’s relationship with the issuer or the promoter, or an affiliate of the issuer or the promoter, and


April 15, 2011 (2011) 34 OSCB 4674

(iii) the date that the asset was acquired by the promoter and the cost of the asset to the promoter.

17.2 If a promoter referred to in section 17.1 is, as at the date of the Listing Statement, or was within 10 years before the date of the Listing Statement, a director, chief executive officer, or chief financial officer of any person or company, that

(a) was subject to an order that was issued while the promoter was acting in the capacity as director, chief executive officer or chief financial officer, or

(b) was subject to an order that was issued after the promoter ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while the promoter was acting in the capacity as director, chief executive officer or chief financial officer,

state the fact and describe the basis on which the order was made and whether the order is still in effect.

17.3 For the purposes of section 17.2 “order” means

(a) a cease trade order,

(b) an order similar to a cease trade order, or

(c) an order that denied the relevant person or company access to any exemption under securities legislation,

that was in effect for a period of more than 30 consecutive days.

17.4 If a promoter referred to section 17.1

(a) is, as at the date of the Listing Statement, or has been within the 10 years before the date of the Listing Statement, a director or executive officer of any person or company that, while the promoter was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, state the fact, or

(b) has, within the 10 years before the date of the Listing Statement, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the promoter, state the fact.

17.5 Describe the penalties or sanctions imposed and the grounds on which they were imposed or the terms of the settlement agreement and the circumstances that gave rise to the settlement agreement, if a promoter referred to in section 17.1 has been subject to

(a) any penalties or sanctions imposed by a court relating to provincial and territorial securities legislation or by a provincial and territorial securities regulatory authority or has entered into a settlement agreement with a provincial and territorial securities regulatory authority, or

(b) any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor in making an investment decision.

17.6 Despite section 17.5, no disclosure is required of a settlement agreement entered into before December 31, 2000 unless the disclosure would likely be considered important to a reasonable investor in making an investment decision.

INSTRUCTIONS

(1) The disclosure required by sections 17.2, 17.4 and 17.5 also applies to any personal holding companies of any of the persons referred to in sections 17.2, 17.4 and 17.5.

(2) A management cease trade order which applies to a promoter referred to in section 17.1 is an “order” for the purposes of section 17.2(a) and must be disclosed, whether or not the director, chief executive officer or chief financial officer was named in the order.


April 15, 2011 (2011) 34 OSCB 4675

(3) For the purposes of this section, a late filing fee, such as a filing fee that applies to the late filing of an insider report, is not a “penalty or sanction.”

(4) The disclosure in section 17.2(a) only applies if the promoter was a director, chief executive officer or chief financial officer when the order was issued against the person or company. The issuer does not have to provide disclosure if the promoter became a director, chief executive officer or chief financial officer after the order was issued.

18. Legal Proceedings and Regulatory Actions

Legal proceedings

18.1 Describe any legal proceedings the issuer is or was a party to, or that any of its property is or was the subject of, since the beginning of the most recently completed financial year for which financial statements of the issuer are included in the Listing Statement.

18.2 Describe any such legal proceedings the issuer knows to be contemplated.

18.3 For each proceeding described in sections 18.1 and 18.2, include the name of the court or agency, the date instituted, the principal parties to the proceeding, the nature of the claim, the amount claimed, if any, whether the proceeding is being contested, and the present status of the proceeding.

INSTRUCTION

Information with respect to any proceeding that involves a claim for damages if the amount involved, exclusive of interest and costs, does not exceed 10% of the current assets of the issuer may be omitted. However, if any proceeding presents in large degree the same legal and factual issues as other proceedings pending or known to be contemplated, include the amount involved in the other proceedings in computing the percentage.

Regulatory actions

18.4 Describe any

(a) penalties or sanctions imposed against the issuer by a court relating to provincial and territorial securities legislation or by a securities regulatory authority within the three years immediately preceding the date of the Listing Statement,

(b) any other penalties or sanctions imposed by a court or regulatory body against the issuer necessary for the Listing Statement to contain full, true and plain disclosure of all material facts relating to the securities being distributed, and

(c) settlement agreements the issuer entered into before a court relating to provincial and territorial securities legislation or with a securities regulatory authority within the three years immediately preceding the date of the Listing Statement.

19. Interests of management and others in material transactions

19.1 Provide information for the issuer for this section in accordance with section 13.1 of National Instrument 51-102 Form 51-102F2 as if the reference in that section to “within the three most recently completed financial years or during the current financial year that has materially affected or is reasonably expected to materially affect your company” read “within the three years before the date of the Listing Statement that has materially affected or is reasonably expected to materially affect the issuer or a subsidiary of the issuer”.

20. Auditors, Transfer Agents and Registrars

Auditors

20.1 State the name and address of the auditor of the issuer.

Transfer agents, registrars, trustees or other agents

20.2 For each class of securities, state the name of any transfer agent, registrar, trustee, or other agent appointed by the issuer to maintain the securities register and the register of transfers for such securities and indicate the location (by


April 15, 2011 (2011) 34 OSCB 4676

municipality) of each of the offices of the issuer or transfer agent, registrar, trustee or other agent where the securities register and register of transfers are maintained or transfers of securities are recorded.

21. Material contracts

21.1 Give particulars of any material contract entered into

(a) since the beginning of the last financial year ending before the date of this Listing Statement; or

(b) is otherwise in effect, other than contracts entered into in the ordinary course of business that are not

(c) contracts to which directors, officers or promoters are parties, other than employment contracts,

(d) a continuing contract to sell the majority of the issuer’s products or services or to purchase the majority of the issuer’s requirements of goods, services or raw materials,

(e) a franchise or licence or other agreement to use a patent, formula, trade secret, process or trade name,

(f) a financing or credit agreement with terms that have a direct correlation with anticipated cash distributions,

(g) an external management or external administration agreement, or

(h) a contract on which the issuer’s business is substantially dependent.

INSTRUCTIONS

(1) Set out a complete list of all contracts for which particulars must be given under this section, indicating those that are disclosed elsewhere in the Listing Statement. Particulars need only be provided for those contracts that do not have the particulars given elsewhere in the Listing Statement.

(2) Particulars of contracts must include the dates of, parties to, consideration provided for in, and general nature and key terms of, the contracts.

(3) Disclosure is not required of a provision of a contract if it may be omitted or made unreadable when filed pursuant to section 9.3 of National Instrument 41-101.

22. Experts

Names of experts

22.1 Name each person or company

(a) who is named as having prepared or certified a report, valuation, statement or opinion in any document filed as part of the Listing Statement, and

(b) whose profession or business gives authority to the report, valuation, statement or opinion made by the person or company.

Interest of experts

22.2 For each person or company referred to in section 22.1, provide the disclosure in accordance with section 16.2 of Form 51-102F2, as of the date of the Listing Statement, as if that person or company were a person or company referred to in section 16.1 of National Instrument 51-102 Form 51-102F2.

23. Other material facts

23.1 Give particulars of any material facts about the securities being distributed that are not disclosed under any other Items and are necessary in order for the Listing Statement to contain full, true and plain disclosure of all material facts relating to the securities to be distributed.


April 15, 2011 (2011) 34 OSCB 4677

24. Financial Statement Disclosure for Issuers

Interpretation of “issuer”

24.1 The financial statements of an issuer required under this Item to be included in a Listing Statement must include

(a) the financial statements of any predecessor entity that formed, or will form, the basis of the business of the issuer, even though the predecessor entity is, or may have been, a different legal entity, if the issuer has not existed for three years,

(b) the financial statements of a business or businesses acquired by the issuer within three years before the date of the Listing Statement or proposed to be acquired, if a reasonable investor reading the Listing Statement would regard the primary business of the issuer to be the business or businesses acquired, or proposed to be acquired, by the issuer, and

(c) the restated combined financial statements of the issuer and any other entity with which the issuer completed a transaction within three years before the date of the Listing Statement or proposes to complete a transaction, if the issuer accounted for or will account for the transaction as a continuity of interests.

Annual financial statements

24.2 Subject to section 24.10, include annual financial statements of the issuer consisting of

(a) an income statement, a statement of retained earnings, and a cash flow statement for each of the three most recently completed financial years ended more than



(b) a balance sheet as at the end of the two most recently completed financial years described in paragraph (a), and

(c) notes to the financial statements.

24.3 If the issuer has not completed three financial years, include the financial statements described under section 24.2 for each completed financial year ended more than

(a) 90 days before the date of the Listing Statement, or

(b) 120 days before the date of the Listing Statement, if the issuer is a venture issuer.

24.4 If the issuer has not included in the Listing Statement financial statements for a completed financial year, include the financial statements described under section 24.2 or 3 for a period from the date the issuer was formed to a date not more than 90 days before the date of the Listing Statement.

24.5 If an issuer changed its financial year end during any of the financial years referred to in this section and the transition year is less than nine months, the transition year is deemed not to be a financial year for the purposes of the requirement to provide financial statements for a specified number of financial years in this section.

24.6 Notwithstanding section 24.5 all financial statements of the issuer for a transition year referred to in section 24.5 must be included in the Listing Statement.

24.7 Subject to section 32.4, if financial statements of any predecessor entity, business or businesses acquired by the issuer, or of any other entity are required under this section, then include

(a) income statements, statements of retained earnings, and cash flow statements for the entities or businesses for as many periods before the acquisition as may be necessary so that when these periods are added to the periods for which the issuer’s income statements, statements of retained earnings, and cash flow statements are included in the Listing Statement, the results of the entities or businesses, either separately or on a consolidated basis, total three years,


April 15, 2011 (2011) 34 OSCB 4678

(b) balance sheets for the entities or businesses for as many periods before the acquisition as may be necessary so that when these periods are added to the periods for which the issuer’s balance sheets are included in the Listing Statement, the financial position of the entities or businesses, either separately or on a consolidated basis, total two years, and

(c) if the entities or businesses have not completed three financial years, the financial statements described under paragraphs (a) and (b) for each completed financial year of the entities or businesses for which the issuer’s financial statements in the Listing Statement do not include the financial statements of the entities or businesses, either separately or on a consolidated basis, and ended more than


(ii) 120 days before the date of the Listing Statement, if the issuer is a venture issuer.

Interim financial statements

24.8 Include comparative interim financial statements of the issuer for the most recent interim period, if any, ended

(a) subsequent to the most recent financial year in respect of which annual financial statements of the issuer are included in the Listing Statement, and

(b) more than


(ii) 60 days before the date of the Listing Statement if the issuer is a venture issuer.

24.9 The interim financial statements referred to in section 24.8 must include

(a) a balance sheet as at the end of the interim period and a balance sheet as at the end of the immediately preceding financial year, if any,

(b) an income statement, a statement of retained earnings, and a cash flow statement, all for the year-to-date interim period, and comparative financial information for the corresponding interim period in the immediately preceding financial year, if any,

(c) for interim periods other than the first interim period in a current financial year, an income statement and a cash flow statement, for the three month period ending on the last day of the interim period and comparative financial information for the corresponding period in the preceding financial year, if any, and

(d) notes to the financial statements.

Exceptions to financial statement requirements

24.10 Despite section 24.2, an issuer is not required to include the following financial statements in a Listing Statement

(a) the income statement, the statement of retained earnings, and the cash flow statement for the third most recently completed financial year, if the issuer is a reporting issuer in at least one jurisdiction immediately before filing the Listing Statement,

(b) the income statement, the statement of retained earnings, and the cash flow statement for the third most recently completed financial year, and the financial statements for the second most recently completed financial year, if

(i) the issuer is a reporting issuer in at least one jurisdiction immediately before filing the Listing Statement, and

(ii) the issuer includes financial statements for a financial year ended less than

(A) 90 days before the date of the Listing Statement, or

(B) 120 days before the date of the Listing Statement, if the issuer is a venture issuer,


April 15, 2011 (2011) 34 OSCB 4679

(c) the income statement, the statement of retained earnings, and the cash flow statement for the third most recently completed financial year, and the balance sheet for the second most recently completed financial year, if the issuer includes financial statements for a financial year ended less than 90 days before the date of the Listing Statement,

(d) the income statement, the statement of retained earnings, and the cash flow statement for the third most recently completed financial year, and the financial statements for the second most recently completed financial year, if

(i) the issuer is a reporting issuer in at least one jurisdiction immediately before filing the Listing Statement,

(ii) the issuer includes audited financial statements for a period of at least nine months commencing the day after the most recently completed financial year for which financial statements are required under section 32.2,

(iii) the business of the issuer is not seasonal, and

(iv) none of the financial statements required under section 32.2 are for a financial year that is less than nine months,

(e) the income statement, the statement of retained earnings, and the cash flow statement for the third most recently completed financial year, and the balance sheet for the second most recently completed financial year, if

(i) the issuer includes audited financial statements for a period of at least nine months commencing the day after the most recently completed financial year for which financial statements are required under section 32.2,

(ii) the business of the issuer is not seasonal, and

(iii) none of the financial statements required under section 32.2 are for a financial year that is less than nine months, or

(f) the separate financial statements of the issuer and the other entity for periods prior to the date of the continuity of interest transaction, if the restated combined financial statements of the issuer and the other entity are included in the Listing Statement under paragraph 32.1(c).

Exceptions to audit requirement

24.11 The audit requirement in section 24.2 of the Instrument does not apply to the following financial statements

(a) any financial statements for the second and third most recently completed financial years required under section 24.2, if

(i) those financial statements were previously included in a final Listing Statement without an auditor’s report pursuant to an exemption under applicable securities legislation, and

(ii) an auditor has not issued an auditor’s report on those financial statements,

(b) any financial statements for the second and third most recently completed financial years required under section 24.2, if

(i) the issuer is a junior issuer, and

(ii) the financial statements for the most recently completed financial year required under section 32.2 is not less than 12 months in length, or

(c) any interim financial statements required under section 24.3.


April 15, 2011 (2011) 34 OSCB 4680

Additional financial statements or financial information filed or released

24.12 If the issuer files financial statements for a more recent period than required under section 24.2 or 24.8 before the Listing Statement is filed, the issuer must include in the Listing Statement those more recent financial statements.

24.13 If historical financial information about the issuer is publicly disseminated by, or on behalf of, the issuer through news release or otherwise for a more recent period than required under section 24.2, the issuer must include the content of the news release or public communication in the Listing Statement.

25. Credit supporter disclosure, including financial statements

25.1 If a credit supporter has provided a guarantee or alternative credit support for all or substantially all of the payments to be made under the securities being distributed, include statements by the credit supporter providing disclosure about the credit supporter that would be required under Items 2,3,5,12,16,18,20,24 if the credit supporter were the issuer of the securities to be distributed and such other information about the credit supporter as is necessary to provide full, true and plain disclosure of all material facts relating to the securities to be distributed.

26. Exemptions for Certain Issues of Guaranteed Securities

Definitions and interpretation

26.1 In this item

(a) the impact of subsidiaries, on a combined basis, on the financial statements of the parent entity is “minor” if each item of the summary financial information of the subsidiaries, on a combined basis, represents less than three percent of the total consolidated amounts,

(b) a parent entity has “limited independent operations” if each item of its summary financial information represents less than three percent of the total consolidated amounts,

(c) a subsidiary is a “finance subsidiary” if it has minimal assets, operations, revenues or cash flows other than those related to the issuance, administration and repayment of the security being distributed and any other securities guaranteed by its parent entity,

(d) “parent credit supporter” means a credit supporter of which the issuer is a subsidiary,

(e) “parent entity” means a parent credit supporter for the purposes of sections 26.2 and 26.3 and an issuer for the purpose of section 26.4,

(f) “subsidiary credit supporter” means a credit supporter that is a subsidiary of the parent credit supporter, and

(g) “summary financial information” includes the following line items:

(i) sales or revenues,

(ii) income from continuing operations,

(iii) net earnings or loss, and

(iv) unless the accounting principles used to prepare the financial statements of the entity permits the preparation of the entity’s balance sheet without classifying assets and liabilities between current and non-current and the entity provides alternative meaningful financial information which is more appropriate to the industry,

(A) current assets,

(B) non-current assets,

(C) current liabilities, and

(D) non-current liabilities.


April 15, 2011 (2011) 34 OSCB 4681

26.2 For the purposes of this Item, consolidating summary financial information must be prepared on the following basis

(a) an entity’s annual or interim summary financial information must be derived from the entity’s financial information underlying the corresponding consolidated financial statements of the parent entity included in the Listing Statement,

(b) the parent entity column must account for investments in all subsidiaries under the equity method, and

(c) all subsidiary entity columns must account for investments in non-credit supporter subsidiaries under the equity method.

Issuer is wholly-owned subsidiary of parent credit supporter

26.3 An issuer is not required to include the issuer disclosure required by Items 2, 3, 5, 16, 18, 20 and 24 if

(a) a parent credit supporter has provided full and unconditional credit support for the securities being distributed,

(b) the securities being distributed are non-convertible debt securities, non-convertible preferred shares, or convertible debt securities or convertible preferred shares that are convertible, in each case, into non-convertible securities of the parent credit supporter,

(c) the parent credit supporter is the beneficial owner of all the issued and outstanding voting securities of the issuer,

(d) no other subsidiary of the parent credit supporter has provided a guarantee or alternative credit support for all or substantially all of the payments to be made under the securities being distributed, and

(e) the issuer includes in the Listing Statement

(i) a statement that the financial results of the issuer are included in the consolidated financial results of the parent credit supporter, if

(A) the issuer is a finance subsidiary, and

(B) the impact of any subsidiaries of the parent credit supporter on a combined basis, excluding the issuer, on the consolidated financial statements of the parent credit supporter is minor, or

(ii) for the periods covered by the parent credit supporter’s interim and annual consolidated financial statements included in the Listing Statement under Item 33, consolidating summary financial information for the parent credit supporter presented with a separate column for each of the following

(A) the parent credit supporter;

(B) the issuer;

(C) any other subsidiaries of the parent credit supporter on a combined basis;

(D) consolidating adjustments;

(E) the total consolidated amounts.

Issuer is wholly-owned subsidiary of, and one or more subsidiary credit supporters controlled by, parent credit supporter

26.4 An issuer is not required to include the issuer disclosure required by Items 2, 3, 5, 16, 18, 20 and 24, or the credit supporter disclosure of one or more subsidiary credit supporters required by Item 25, if

(a) a parent credit supporter and one or more subsidiary credit supporters have each provided full and unconditional credit support for the securities being distributed,

(b) the guarantees or alternative credit supports are joint and several,


April 15, 2011 (2011) 34 OSCB 4682

(c) the securities being distributed are non-convertible debt securities, non-convertible preferred shares, or convertible debt securities or convertible preferred shares that are convertible, in each case, into non-convertible securities of the parent credit supporter,

(d) the parent credit supporter is the beneficial owner of all the issued and outstanding voting securities of the issuer,

(e) the parent credit supporter controls each subsidiary credit supporter and the parent credit support has consolidated the financial statements of each subsidiary credit supporter into the parent credit supporter’s financial statements that are included in the Listing Statement, and

(f) the issuer includes in the Listing Statement, for the periods covered by the parent credit supporter’s financial statements included in the Listing Statement under Item 33, consolidating summary financial information for the parent credit supporter presented with a separate column for each of the following:

(i) the parent credit supporter;

(ii) the issuer;

(iii) each subsidiary credit supporter on a combined basis;

(iv) any other subsidiaries of the parent credit supporter on a combined basis;

(v) consolidating adjustments;

(vi) the total consolidated amounts.

26.5 Despite Item 26.3(f), the information set out in a column in accordance with

(a) Item 26.3(f)(iv) may be combined with the information set out in accordance with any of the other columns in Item 26.3(f) if the impact of any subsidiaries of the parent credit supporter on a combined basis, excluding the issuer and all subsidiary credit supporters, on the consolidated financial statements of the parent credit supporter is minor, and

(b) Item 26.3(f)(ii), may be combined with the information set out in accordance with any of the other columns in Item 26.3(f) if the issuer is a finance subsidiary.

One or more credit supporters controlled by issuer

26.6 An issuer is not required to include the credit supporter disclosure for one or more credit supporters required by Item 25, if

(a) one or more credit supporters have each provided full and unconditional credit support for the securities being distributed,

(b) there is more than one credit supporter, the guarantee or alternative credit supports are joint and several,

(c) the securities being distributed are non-convertible debt securities, non-convertible preferred shares, or convertible debt securities or convertible preferred shares that are convertible, in each case, into non-convertible securities of the issuer,

(d) the issuer controls each credit supporter and the issuer has consolidated the financial statements of each credit supporter into the issuer’s financial statements that are included in the Listing Statement, and

(e) the issuer includes in the Listing Statement

(i) a statement that the financial results of the credit supporter(s) are included in the consolidated financial results of the issuer, if

(A) the issuer has limited independent operations, and


April 15, 2011 (2011) 34 OSCB 4683

(B) the impact of any subsidiaries of the issuer on a combined basis, excluding the credit supporter(s) but including any subsidiaries of the credit supporter(s) that are not themselves credit supporters, on the consolidated financial statements of the issuer is minor, or

(ii) for the periods covered by the issuer’s financial statements included in the Listing Statement under Item 32, consolidating summary financial information for the issuer, presented with a separate column for each of the following:

(A) the issuer,

(B) the credit supporters on a combined basis,

(C) any other subsidiaries of the issuer on a combined basis,

(D) consolidating adjustments,

(E) the total consolidated amounts.

27. Significant Acquisitions

Application and definitions

27.1 This Item does not apply to a completed or proposed transaction by the issuer that was or will be accounted for as a reverse takeover or a transaction that is a proposed reverse takeover that has progressed to a state where a reasonable person would believe that the likelihood of the reverse takeover being completed is high.

27.2 The audit requirement in section 4.2 of National Instrument 41-101 does not apply to any financial statements or other information included in the Listing Statement under this Item, other than the financial statements or other information for the most recently completed financial year of a business or related businesses acquired, or proposed to be acquired, by the issuer.

27.3 In this Item, “significant acquisition” means an acquisition of a business or related businesses that,

(a) if the issuer was a reporting issuer in at least one jurisdiction on the date of the acquisition, is determined to be a significant acquisition under section 8.3 of National Instrument 51-102, or

(b) if the issuer was not a reporting issuer in any jurisdiction on the date of the acquisition, would be determined to be a significant acquisition under section 8.3 of National Instrument 51-102, as if

(i) the issuer was a reporting issuer on the date of the acquisition,

(ii) the references to a “venture issuer” were read as an “IPO venture issuer” if the issuer is an IPO venture issuer,

(iii) for the purposes of the optional tests, the issuer used its financial statements for the most recently completed interim period or financial year that is included in the Listing Statement,

(iv) for the purposes of the optional income test, the most recently completed financial year of the business or related businesses were the financial year of the business ended before the date of the Listing Statement, and the 12 months ended on the last day of the most recently completed interim period of the business or related businesses were the 12 months ended on the last day of the most recently completed interim period before the date of the Listing Statement,

(v) subsection 8.3(11.1) of National Instrument 51-102 did not apply,

(vi) references to “annual audited statements filed” meant “audited annual financial statements included in the long form Listing Statement,” and

(vii) in subsection 8.3(15) of National Instrument 51-102, the reference to “been required to file, and has not filed,” meant “been required to include, and has not included, in the long form Listing Statement.”


April 15, 2011 (2011) 34 OSCB 4684

Completed acquisitions for which issuer has filed business acquisition report

27.4 If an issuer completed an acquisition of a business or related businesses since the beginning of its most recently completed financial year for which financial statements are included in the Listing Statement, and it has filed a business acquisition report under Part 8 of National Instrument 51-102 for the acquisition, include all of the disclosure included in, or incorporated by reference into, that business acquisition report.

Completed acquisitions for which issuer has not filed business acquisition report because issuer was not reporting issuer on date of acquisition

27.5 An issuer must include the disclosure required under subsection (2), if

(a) the issuer completed an acquisition of a business or related businesses since the beginning of the issuer’s most recently completed financial year for which financial statements of the issuer are included in the Listing Statement,

(b) the issuer was not a reporting issuer in any jurisdiction on the date of the acquisition,

(c) the acquisition is a significant acquisition, and

(d) the acquisition was completed more than

(i) 90 days before the date of the Listing Statement, if the financial year of the acquired business ended 45 days or less before the acquisition, or

(ii) 75 days before the date of the Listing Statement.

27.6 For an acquisition to which subsection (1) applies, include all the disclosure that would be required to be included in, or incorporated by reference into, a business acquisition report filed under Part 8 of National Instrument 51-102, as if

(a) the issuer was a reporting issuer in at least one jurisdiction on the date of the acquisition,

(b) the business acquisition report was filed as at the date of the Listing Statement,

(c) the issuer was a venture issuer at the date of the acquisition, if the issuer is an IPO venture issuer,

(d) subsections 8.4(4) and 8.4(6) of National Instrument 51-102 did not apply, and

(e) references to financial statements filed or required to be filed meant financial statements included in the Listing Statement.

Results consolidated in financial statements of issuer

27.7 Despite section 35.2 and subsection 35.3(1), an issuer may omit the financial statements or other information of a business required to be included in the Listing Statement, if at least nine months of the acquired business or related businesses operations have been reflected in the issuer’s most recent audited financial statements included in the Listing Statement.

Recently completed acquisitions

27.8 Include the information required under subsection (2) for any significant acquisition completed by the issuer

(a) since the beginning of the issuer’s most recently completed financial year for which financial statements of the issuer are included in the Listing Statement, and

(b) for which the issuer has not included any disclosure under section 35.2 or subsection 35.3(2).

27.9 For a significant acquisition to which subsection (1) applies, include the following

(a) the information required by sections 2.1 through 2.6 of National Instrument 51-102 Form 51-102F4, and


April 15, 2011 (2011) 34 OSCB 4685

(b) the financial statements of or other information about the acquisition under subsection (3) for the acquired business or related businesses, if

(i) the issuer was not a reporting issuer in any jurisdiction immediately before filing the Listing Statement, or

(ii) the issuer was a reporting issuer in at least one jurisdiction immediately before filing the Listing Statement, and the inclusion of the financial statements or other information is necessary for the Listing Statement to contain full, true and plain disclosure of all material facts relating to the securities to be distributed.

27.10 The requirement to include financial statements or other information under paragraph (2)(b) must be satisfied by including

(a) if the issuer was a reporting issuer in at least one jurisdiction on the date of acquisition, the financial statements or other information that will be required to be included in, or incorporated by reference into, a business acquisition report filed under Part 8 of National Instrument 51-102,

(b) if the issuer was not a reporting issuer in any jurisdiction on the date of acquisition, the financial statements or other information that would be required by subsection 35.3(2), or

(c) satisfactory alternative financial statements or other information.

Probable acquisitions

27.11 Include the information required under subsection (2) for any proposed acquisition of a business or related businesses by an issuer that has progressed to a state where a reasonable person would believe that the likelihood of the issuer completing the acquisition is high, and that, if completed by the issuer at the date of the Listing Statement, would be a significant acquisition.

27.12 For a proposed acquisition of a business or related businesses by the issuer that has progressed to a state where a reasonable person would believe that the likelihood of the issuer completing the acquisition is high and to which subsection (1) applies, include

(a) the information required by sections 2.1 through 2.6 of National Instrument 51-102 Form 51-102F4, modified as necessary to convey that the acquisition has not been completed, and

(b) the financial statements or other information of the probable acquisition under subsection (3) for the acquired business or related businesses, if

(i) the issuer was not a reporting issuer in any jurisdiction immediately before filing the Listing Statement, or

(ii) the issuer was a reporting issuer in at least one jurisdiction immediately before filing the Listing Statement, and the inclusion of the financial statements or other information is necessary for the Listing Statement to contain full, true and plain disclosure of all material facts relating to the securities to be distributed.

27.13 For a proposed acquisition of a business or related businesses by the issuer that has progressed to a state where a reasonable person would believe that the likelihood of the issuer completing the acquisition is high and to which subsection (2) applies, the requirement to include financial statements or other information under subsection (2)(b) must be satisfied by including

(a) if the issuer was a reporting issuer in at least one jurisdiction immediately before filing the Listing Statement, the financial statements or other information that would be required to be included in, or incorporated by reference into, a business acquisition report filed under Part 8 of National Instrument 51-102, as if the date of the acquisition were the date of the Listing Statement,

(b) if the issuer was not a reporting issuer in any jurisdiction immediately before filing the Listing Statement, the financial statements or other information that would be required to be included by subsection 35.3(2), as if the acquisition had been completed before the filing of the Listing Statement and the date of the acquisition were the date of the Listing Statement, or


April 15, 2011 (2011) 34 OSCB 4686

(c) satisfactory alternative financial statements or other information.

Pro forma financial statements for multiple acquisitions

27.14 Despite sections 35.2, 35.3, 35.5 and 35.6, an issuer is not required to include in its Listing Statement the pro forma financial statements otherwise required for each acquisition, if the issuer includes in its Listing Statement one set of pro forma financial statements that

(a) reflects the results of each acquisition since the beginning of the issuer’s most recently completed financial year for which financial statements of the issuer are included in the Listing Statement,

(b) is prepared as if each acquisition had occurred at the beginning of the most recently completed financial year of the issuer for which financial statements of the issuer are included in the Listing Statement, and

(c) is prepared in accordance with

(i) if no disclosure is otherwise required for a probable acquisition under section 35.6, the section in this Item that applies to the most recently completed acquisition, or

(ii) section 35.6.

Additional financial statements or financial information of business filed or released

27.15 An issuer must include in its Listing Statement annual and interim financial statements of a business or related businesses for a financial period that ended before the date of the acquisition and is more recent than the periods for which financial statements are required under section 35.5 or 35.6 if, before the Listing Statement is filed, the financial statements of the business for the more recent period have been filed.

27.16 If, before the Listing Statement is filed, historical financial information of a business or related businesses for a period more recent than the period for which financial statements are required under section 35.5 or 35.6, is publicly disseminated by news release or otherwise by or on behalf of the issuer, the issuer shall include in the Listing Statement the content of the news release or public communication.


April 15, 2011 (2011) 34 OSCB 4687

CERTIFICATE

The undersigned solemnly declare that:

1. Each of the undersigned is an officer or director of the issuer and has been duly authorized to sign this form;

2. This Listing Statement contains full, true and plain disclosure of all material information relating to [full legal name of issuer] and contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to prevent a statement that is made from being false or misleading in light of the circumstances in which it was made; and

3. They are making this solemn declaration believing it to be true and knowing it is of the same force and effect as if made under the Canada Evidence Act.

Dated at __________________ this ___ day of __________, 20__.

Signature of CEO Name

NOTARIAL SEAL

Signature of CFO Name

NOTARIAL SEAL

Signature of Director Name

NOTARIAL SEAL


NOTARIAL SEAL

Signature of Promoter (if applicable) Name NOTARIAL SEAL


April 15, 2011 (2011) 34 OSCB 4688

FORM 2A

LISTING STATEMENT FOR SPECIAL PURPOSE ISSUERS

GENERAL INSTRUCTIONS

(1) An issuer doing an initial public offering may file the preliminary and final prospectus for Investment Funds in lieu of this Listing Statement.

(2) In determining the degree of detail required, a standard of materiality must be applied. Materiality is a matter of judgment in the particular circumstance, and is determined in relation to an item’s significance to investors, analysts and other users of the information. An item of information, or an aggregate of items, is considered material if it is probable that its omission or misstatement would influence or change an investment decision with respect to the issuer’s securities. In determining whether information is material, take into account both quantitative and qualitative factors. The potential significance of items must be considered individually rather than on a net basis, if the items have an offsetting effect. This concept of materiality is consistent with the financial reporting notion of materiality contained inthe Handbook.

(3) The disclosure must be understandable to readers and presented in an easy-to-read format. If technical terms are required, clear and concise explanations should be included.

(4) No reference need be made to inapplicable items and, unless otherwise required in this form, negative answers to items may be omitted.

(5) The term “issuer” includes the applicant issuer and any of its subsidiaries.

(6) A special purpose issuer may have to modify the disclosure items to reflect the special purpose nature of its business.

(7) If an issuer discloses financial information in a Listing Statement or Listing Statement in a currency other than the Canadian dollar, prominently disclose the currency in which the financial information is disclosed.

(8) For issuers applying for approval following a backdoor listing, provide current and historic information for

(i) the issuer;

(ii) all other companies or businesses involved in the backdoor listing (the “target”), and

(iii) the entity that will result from the backdoor listing.

Information in the issuer’s most recent Listing Statement may be incorporated by reference, but this statement must indicate if any of that information has changed or is no longer relevant. Information concerning assets or lines of business that will not be part of the new entity’s business should not be disclosed.

1. Table of Contents

Include a table of contents

2. Overview of the Structure of the Investment Fund

2.1 Legal Structure

(1) Under the heading “Overview of the Legal Structure of the Fund”, state the full corporate name of the investment fund or, if the investment fund is an unincorporated entity, the full name under which it exists and carries on business and the address(es) of the investment fund’s head and registered office.

(2) State the statute under which the investment fund is incorporated or continued or organized or, if the investment fund is an unincorporated entity, the laws of the jurisdiction or foreign jurisdiction under which the investment fund is established and exists. Describe the substance of any material amendments to the articles or other constating or establishing documents of the investment fund.

(3) State whether the investment fund would be considered a mutual fund under securities legislation.


April 15, 2011 (2011) 34 OSCB 4689

3. Investment Objectives

3.1 Investment Objectives

(1) Set out under the heading "Investment Objectives" the fundamental investment objectives of the investment fund, including information that describes the fundamental nature of the investment fund, or the fundamental features of the investment fund, that distinguish it from other investment funds.

(2) If the investment fund purports to arrange a guarantee or insurance in order to protect all or some of the principal amount of an investment in the investment fund, include this fact as a fundamental investment objective of the investment fund and

(a) identify the person or company providing the guarantee or insurance,

(b) provide the material terms of the guarantee or insurance, including the maturity date of the guarantee or insurance,

(c) if applicable, state that the guarantee or insurance does not apply to the amount of any redemptions before the maturity date of the guarantee or before the death of the securityholder and that redemptions before that date would be based on the net asset value of the investment fund at the time, and

(d) modify any other disclosure required by this section appropriately.

INSTRUCTIONS

(1) State the type or types of securities, such as money market instruments, bonds or equity securities, in which the investment fund will primarily invest under normal market conditions.

(2) If the investment fund primarily invests, or intends to primarily invest, or if its name implies that it will primarily invest

(a) in a particular type of issuer, such as foreign issuers, small capitalization issuers or issuers located in emerging market countries,

(b) in a particular geographic location or industry segment, or

(c) in portfolio assets other than securities,

the investment fund's fundamental investment objectives must so indicate.

(3) If a particular investment strategy is an essential aspect of the investment fund, as evidenced by the name of the investment fund or the manner in which the investment fund is marketed, disclose this strategy as an investment objective. This instruction would be applicable, for example, to an investment fund that described itself as an "investment fund that invests primarily through the use of derivatives.”

4. Investment Strategies

4.1 Investment Strategies

(1) Describe under the heading "Investment Strategies"

(a) the principal investment strategies that the investment fund intends to use in achieving its investment objectives,

(b) the use of leverage, including any restrictions and the maximum amount of leverage the fund can use, expressed as a ratio as follows: (total long positions including leveraged positions plus total short positions) divided by the net assets of the investment fund, and

(c) the process by which the investment fund's portfolio adviser selects securities for the fund's portfolio, including any investment approach, philosophy, practices or techniques used by the portfolio adviser or any particular style of portfolio management that the portfolio adviser intends to follow.


April 15, 2011 (2011) 34 OSCB 4690

(2) Indicate what types of securities, other than those held by the investment fund in accordance with its fundamental investment objectives, may form part of the investment fund's portfolio assets under normal market conditions.

(3) If the investment fund intends to use derivatives

(a) for hedging purposes only, state that the investment fund may use derivatives for hedging purposes only, or

(b) for non-hedging purposes, or for hedging and non-hedging purposes, briefly describe

(i) how derivatives are or will be used in conjunction with other securities to achieve the investment fund’s investment objectives,

(ii) the types of derivatives expected to be used and give a brief description of the nature of each type, and

(iii) the limits of the investment fund’s use of derivatives.

(4) If the investment fund may depart temporarily from its fundamental investment objectives as a result of adverse market, economic, political or other considerations, disclose any temporary defensive tactics the investment fund’s portfolio adviser may use or intends to use in response to such conditions.

(5) If the investment fund intends to enter into securities lending, repurchase or reverse repurchase transactions, briefly describe

(a) how those transactions are or will be entered into in conjunction with other strategies and investments of the investment fund to achieve the investment fund’s investment objectives,

(b) the types of those transactions to be entered into and give a brief description of the nature of each type, and

(c) the limits of the investment fund’s entering into those transactions.

4.2 Overview of the Investment Structure

(1) Under the sub-heading, “Overview of the Investment Structure”, describe, including a diagram for complex structures, the overall structure of the underlying investment or investments made or to be made by the investment fund, including any direct or indirect investment exposure. Include in the description and the diagram any counterparties under a forward or swap agreement entered into with the investment fund or its manager, the nature of the portfolio of securities being purchased by the investment fund, any indirect investment exposure that is related to the return of the investment fund and any collateral or guarantees given as part of the overall structure of the underlying investment or investments made by the investment fund.

5. Overview of the Sector(s) that the Fund Invests in

5.1 Sector(s) that the Fund Invests in

(1) Under the heading “Overview of the Sector(s) that the Fund Invests in”, if the investment fund invests or intends to invest in a specific sector(s), briefly describe the sector(s) that the investment fund has been or will be investing in.

(2) Include in the description known material trends, events or uncertainties in the sector(s) that the investment fund invests or intends to invest in that might reasonably be expected to affect the investment fund.

5.2 Significant Holdings in Other Entities

(1) For a labour sponsored or venture capital fund, include in substantially the tabular form below, the following informationas at a date within 30 days of the date of the Listing Statement with respect to each entity, 5 percent or more of whose securities of any class are beneficially owned directly or indirectly by the fund.


April 15, 2011 (2011) 34 OSCB 4691

Significant Holdings of the [name of the labour sponsored or venture capital fund]

Name and Address of Entity Nature of Entities’ Principal Business

Percentage of Securities of each Class Owned by Fund

6. Investment Restrictions

6.1 Investment Restrictions

(1) Under the heading “Investment Restrictions”, describe any restrictions on investments adopted by the investment fund, beyond what is required under securities legislation.

(2) If the investment fund has received the approval of the securities regulatory authorities to vary any of the investment restrictions and practices contained in securities legislation, provide details of the permitted variations.

(3) Describe the nature of any securityholder or other approval that may be required in order to change the fundamental investment objectives and any of the material investment strategies to be used to achieve the investment objectives.

(4) Describe the nature of any approval of the independent review committee to vary any of the investment restrictions and practices.

7. Management Discussion of Fund Performance

7.1 Management Discussion of Fund Performance

(1) Provide, under the heading “Management Discussion of Fund Performance”, management’s discussion of fund performance in accordance with sections 2.3, 2.4, 2.5, 3, 4, 5 and 6 of Part B of Form 81-106F1 for the period covered by the financial statements required under Item 38.

8. Fees and Expenses

8.1 Fees and Expenses

(1) Under the heading “Fees and Expenses”, set out information about all of the fees and expenses payable by the investment fund and by investors in the investment fund.

(2) The information required by this section must be a summary of the fees, charges and expenses of the investment fund and investors presented in the form of the following table, appropriately completed, and introduced using substantially the following words:

"This table lists the fees and expenses that you may have to pay if you invest in the [insert the name of the investment fund]. You may have to pay some of these fees and expenses directly. The Fund may have to pay some of these fees and expenses, which will therefore reduce the value of your investment in the Fund.

Fees and Expenses Payable by the Fund [for scholarship plans, Fees and Expenses payable by Subscribers’ Deposits]

___________________________ ______________________________ Type of Fee Amount and Description

Fees and Expenses Payable Directly by You

__________________________ ______________________________ Type of Fee Amount and Description


April 15, 2011 (2011) 34 OSCB 4692

(3) Describe the following fees and expenses in the table referred to in subsection (2):

Fees and Expenses Payable by the Fund or by Subscribers’ Deposits (for scholarship plans) (a) Expenses of the Issue (b) Management Fees [See Instruction (1)](c) Incentive or Performance Fees (d) Portfolio Adviser Fees (e) Counterparty Fees (if any) (f) Operating Expenses [See Instructions (2) and (3)](g) Other Fees and Expenses [specify type] [specify amount]

Fees and Expenses Payable Directly by You (a) Sales Charges [specify percentage, as a percentage of _____ ](b) Service Fees [specify percentage, as a percentage of _____ ](c) Redemption Fees [specify percentage, as a percentage of _____ , or specify amount](d) Registered Tax Plan Fees [include this disclosure and specify the type of fees if the registered tax plan is sponsored by the investment fund and is described in the Listing Statement][specify amount](m) Other Fees and Expenses [specify type] [specify amount].

INSTRUCTIONS

(1) List the amount of the management fee, including any performance or incentive fee, for each investment fund separately.

(2) Under "Operating Expenses", state whether the investment fund pays all of its operating expenses and lists the main components of those expenses. If the investment fund pays only certain operating expenses and is not responsible for payment of all such expenses, adjust the statement in the table to reflect the proper contractual responsibility of the investment fund and indicate who is responsible for the payment of these expenses.

(3) Show all fees or expenses payable by the investment fund (e.g. brokerage) and investors in the investment fund. The description of fees must also include sales and trailing commissions paid either by the investment fund or the investor.

(4) Describe each fee paid by the investment fund and by the investor in this section separately. The description of fees must also include sales and trailing commissions paid either by the investment fund or the investor.

9. Annual Returns and Management Expense Ratio

9.1 Annual Returns and Management Expense Ratio

(1) Under the sub-heading “Annual Returns and Management Expense Ratio”, provide, in the following table, returns for each of the past five years and the management expense ratio for each of the past five years as disclosed in the most recently filed annual management report of fund performance of the investment fund:

[specify year] [specify year] [specify year] [specify year]

Annual Returns __________ _________ __________ __________

MER __________ _________ __________ ___________

“MER” means management expense ratio.

10. Risk Factors

10.1 Risk Factors

(1) Under the heading “Risk Factors”, describe the risk factors material to the investment fund that a reasonable investor would consider relevant to an investment in the fund’s securities, such as the risks associated with any particular aspect of the fundamental investment objectives and investment strategies.


April 15, 2011 (2011) 34 OSCB 4693

(2) Include a discussion of general market, political, market sector, liquidity, interest rate, foreign currency, diversification, leverage, credit, legal and operational risks, as appropriate.

(3) Include a brief discussion of general investment risks applicable to the investment fund, such as specific company developments, stock market conditions and general economic and financial conditions in those countries where the investments of the investment fund are listed for trading.

(4) If derivatives are to be used by the investment fund for non-hedging purposes, describe the risks associated with any use or intended use by the investment fund of derivatives.

(5) If there is a risk that purchasers of the securities distributed may become liable to make an additional contribution beyond the price of the security, disclose the risk.

INSTRUCTIONS

(1) Describe risks in the order of seriousness from the most serious to the least serious.

(2) A risk factor must not be de-emphasized by including excessive caveats or conditions.

11 Distribution Policy

11.1 Distribution Policy

Under the heading “Distribution Policy”, describe the distribution policy, including

(a) whether distributions are made by the investment fund in cash or reinvested in securities of the investment fund,

(b) the targeted amount of any distributions,

(c) whether the distributions are guaranteed or not, and

(d) when the distributions are made.

12. Purchases of Securities

12.1 Purchases of Securities

(1) Under the heading “Purchases of Securities”, describe the procedure followed or to be followed by investors who desire to purchase securities of the investment fund or switch them for securities of other investment funds.

(2) If applicable, state that the issue price of securities is based on the net asset value of a security of that class, or seriesof a class, next determined after the receipt by the investment fund of the purchase order.

(3) Describe how the securities of the investment fund are distributed. If sales are effected through a principal distributor,give brief details of any arrangements with the principal distributor.

(4) Describe all available purchase options and state, if applicable, that the choice of different purchase options requires the investor to pay different fees and expenses and if applicable, that the choice of different purchase options affects the amount of compensation paid to a dealer.

(5) If applicable, disclose that a dealer may make provision in arrangements that it has with an investor that will require theinvestor to compensate the dealer for any losses suffered by the dealer in connection with a failed settlement of a purchase of securities of the investment fund caused by the investor.

(6) If applicable, for an investment fund that is being sold on a best efforts basis, state whether the issue price will be fixed during the initial distribution period, and state when the investment fund will begin issuing securities at the net asset value of a security of the investment fund.


April 15, 2011 (2011) 34 OSCB 4694

13. Redemption of Securities

13.1 Redemption of Securities

(1) Under the heading “Redemption of Securities”, describe how investors may redeem securities of the investment fund, including

(a) the procedures followed, or to be followed, by an investor who desires to redeem securities of the investment fund and specifying the procedures to be followed and the documents to be delivered before a redemption order pertaining to securities of the investment fund will be accepted by the investment fund for processing and before payment of the proceeds of redemption will be made by the investment fund,

(b) how the redemption price of the securities is determined and, if applicable, state that the redemption price of the securities is based on the net asset value of a security of that class, or series of a class, next determined after the receipt by the investment fund of the redemption order, and

(c) the circumstances under which the investment fund may suspend redemptions of the securities of the investment fund.

13.2 Short-term Trading

(1) For an investment fund in continuous distribution, under the sub-heading “Short-Term Trading”

(a) describe the adverse effects, if any, that short-term trades in securities of the investment fund by an investor may have on other investors in the investment fund,

(b) describe the restrictions, if any, that may be imposed by the investment fund to deter short-term trades, including the circumstances, if any, under which such restrictions may not apply,

(c) where the investment fund does not impose restrictions on short-term trades, state the specific basis for the view of the manager that it is appropriate for the investment fund not to do so, and

(d) describe any arrangements, whether formal or informal, with any person or company, to permit short-term trades in securities of the investment fund, including the name of such person or company and the terms of such arrangements, including any restrictions imposed on the short-term trades and any compensation or other consideration received by the manager, the investment fund or any other party pursuant to such arrangements.

INSTRUCTION

For the disclosure required by section 15.2, include a brief description of the short-term trading activities in the investment fund that are considered by the manager to be inappropriate or excessive. If the manager imposes a short-term trading fee, include across-reference to the disclosure provided under Item 10 of this Form.

14. Consolidated Capitalization

14.1 Consolidated Capitalization

(1) This section does not apply to an investment fund in continuous distribution.

(2) Under the heading “Consolidated Capitalization”, describe any material change in, and the effect of the material change on, the share and loan capital of the investment fund, on a consolidated basis, since the date of the investment fund’s financial statements for its most recently completed financial period included in the Listing Statement, including any material change that will result from any issuance of securities in an ongoing or recently-completed prospectus distribution.

15. Prior Sales

15.1 Prior Sales

(1) This section does not apply to an investment fund in continuous distribution.


April 15, 2011 (2011) 34 OSCB 4695

(2) Under the heading “Prior Sales”, for each class of securities of the investment fund distributed under the Listing Statement and for securities that are convertible into those classes of securities, state, for the 12-month period before the date of the Listing Statement,

(a) the price at which the securities have been issued or are to be issued by the investment fund,

(b) the number of securities issued or sold at that price, and

(c) the date on which the securities were issued or sold.

15.2 Trading Price and Volume

(1) For each class of securities of the investment fund that is traded or quoted on a Canadian marketplace, identify the marketplace and the price ranges and volume traded or quoted on the Canadian marketplace on which the greatest volume of trading or quotation generally occurs.

(2) If a class of securities of the investment fund is not traded or quoted on a Canadian marketplace but is traded or quoted on a foreign marketplace, identify the foreign marketplace and the price ranges and volume traded or quoted on the foreign marketplace on which the greatest volume or quotation generally occurs.

(3) Provide the information required under subsections (1) and (2) on a monthly basis for each month or, if applicable, partial months of the 12-month period before the date of the Listing Statement.

16. Organization and Management Details of the Investment Fund

16.1 Management of the Investment Fund

(1) Under the heading “Organization and Management Details of the Investment Fund” and under the sub-heading “Officers and Directors of the Investment Fund”,

(a) list the name and municipality of residence of each director and executive officer of the investment fund and indicate their respective positions and offices held with the investment fund and their respective principal occupations during the five preceding years,

(b) state the period or periods during which each director has served as a director and when his or her term of office will expire,

(c) state the number and percentage of securities of each class of voting securities of the investment fund or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by all directors and executive officers of the investment fund as a group,

(d) disclose the board committees of the investment fund and identify the members of each committee,

(e) if the principal occupation of a director or executive officer of the investment fund is acting as an executive officer of a person or company other than the investment fund, disclose that fact and state the principal business of the person or company, and

(f) for an investment fund that is a limited partnership, provide the information required by this subsection for the general partner of the investment fund, modified as appropriate.

(2) Under the sub-heading “Cease Trade Orders and Bankruptcies”, if a director or executive officer of the investment fund is, as at the date of the Listing Statement or was within 10 years before the date of the Listing Statement a director, chief executive officer or chief financial officer of any other investment fund, that:

(a) was subject to an order that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer, or

(b) was subject to an order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer, state the fact and describe the basis on which the order was made and whether the order is still in effect.


April 15, 2011 (2011) 34 OSCB 4696

(3) For the purposes of subsection (2), “order” means



(c) an order that denied the relevant investment fund access to any exemption under securities legislation,

that was in effect for a period of more than 30 consecutive days.

(4) If a director or executive officer of the investment fund

(a) is, as at the date of the Listing Statement or pro forma Listing Statement, as applicable, or has been within the 10 years before the date of the Listing Statement as applicable, a director or executive officer of any investment fund that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, state the fact, or

(b) has, within the 10 years before the date of the Listing Statement or pro forma Listing Statement, as applicable, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director or executive officer, state the fact.

(5) Under the heading “Organization and Management Details of the Investment Fund” and under the sub-heading “Manager of the Investment Fund”, provide the complete municipal address of the manager and details of the manager of the investment fund, including the history and background of the manager and any overall investment strategy or approach used by the manager in connection with the investment fund.

(6) Under the sub-heading “Duties and Services to be Provided by the Manager”, provide a description of the duties and services that the manager will be providing to the investment fund.

(7) Under the sub-heading “Details of the Management Agreement”, provide a brief description of the essential details of any management agreement that the manager has entered into or will be entering into with the investment fund, including any termination rights.

(8) Under the sub-heading “Officers and Directors of the Manager of the Investment Fund”,

(a) list the name and municipality of residence of each partner, director and executive officer of the manager of the investment fund and indicate their respective positions and offices held with the manager and their respective principal occupations within the five preceding years,

(b) if a partner, director or executive officer of the manager has held more than one office with the manager within the past five years, state only the current office held, and

(c) if the principal occupation of a partner, director or executive officer of the manager is with an organization other than the manager of the investment fund, state the principal business in which the organization is engaged.

(9) Under the sub-heading “Cease Trade Orders and Bankruptcies of the Manager”, provide the information required under subsections (2) and (4) for the directors and executive officers of the manager of the investment fund, modified as appropriate.

INSTRUCTIONS

(1) The disclosure required by subsections (2) and (4) also applies to any personal holding companies of any of the persons referred to in subsections (2) and (4).

(2) A management cease trade order which applies to directors and executive officers of the investment fund is an “order” for the purposes of paragraph (2)(a) and must be disclosed, whether or not the director, chief executive officer or chief financial officer was named in the order.


April 15, 2011 (2011) 34 OSCB 4697

(3) For the purposes of this section, a late filing fee, such as a filing fee that applies to the late filing of an insider report, is not a “penalty or sanction”.

(4) The disclosure in paragraph (2)(a) only applies if the director or executive officer of the investment fund was a director,chief executive officer or chief financial officer when the order was issued against the relevant investment fund. The investment fund does not have to provide disclosure if the director or executive officer became a director, chief executive officer or chief financial officer after the order was issued.

16.2 Portfolio Adviser

(1) Under the sub-heading “Portfolio Adviser”

(a) state the municipality and the province or country where the portfolio adviser principally provides its services to the investment fund and give details of the portfolio adviser of the investment fund, including the history and background of the portfolio adviser,

(b) state the extent to which investment decisions are made by certain individuals employed by the portfolio adviser and whether those decisions are subject to the oversight, approval or ratification of a committee, and

(c) state the name, title, and length of time of service of the person or persons employed by or associated with the portfolio adviser of the investment fund who is or are principally responsible for the day-to-day management of a material portion of the portfolio of the investment fund, implementing a particular material strategy or managing a particular segment of the portfolio of the investment fund, and each person’s business experience in the last five years.

(2) Under the sub-heading “Details of the Portfolio Advisory Agreement”, provide a brief description of the essential details of any portfolio advisory agreement that the portfolio adviser has entered into or will be entering into with the investment fund or the manager of the investment fund, including any termination rights.

16.3 Conflicts of Interest

(1) Under the sub-heading “Conflicts of Interest”, disclose particulars of existing or potential material conflicts of interestbetween

(a) the investment fund and a director or executive officer of the investment fund,

(b) the investment fund and the manager or any director or executive officer of the manager of the investment fund, and

(c) the investment fund and the portfolio adviser or any director or executive officer of the portfolio adviser of the investment fund.

16.4 Independent Review Committee

(1) Under the sub-heading “Independent Review Committee”, provide a description of the independent review committee of the investment fund, including

(a) the mandate and responsibilities of the independent review committee,

(b) the composition of the independent review committee (including the names of its members), and the reasons for any change in its composition since the date of the most recently filed annual information form or Listing Statement of the investment fund, as applicable,

(c) that the independent review committee prepares a report at least annually of its activities for securityholders which is available on the [investment fund’s/investment fund family’s] Internet site at [insert investment fund’s Internet site address], or at the securityholder’s request at no cost, by contacting the [investment fund/investment fund family] at [investment fund’s/investment fund family’s email address], and

(d) the amount of fees and expenses payable in connection with the independent review committee by the investment fund, including any amounts payable for committee participation or special assignments, and state whether the investment fund pays all of the fees payable to the independent review committee.


April 15, 2011 (2011) 34 OSCB 4698

16.5 Trustee

(1) Under the sub-heading “Trustee”, provide details of the trustee of the investment fund, including the municipality and the province or country where the trustee principally provides its services to the investment fund.

16.6 Custodian

(1) Under the sub-heading “Custodian”, state the name, municipality of the principal or head office, and nature of business of the custodian and any principal sub-custodian of the investment fund.

(2) Describe generally the sub-custodial arrangements of the investment fund.

INSTRUCTION

A "principal sub-custodian" is a sub-custodian to whom custodial authority has been delegated in respect of a material portion orsegment of the portfolio assets of the investment fund.

16.7 Auditor

(1) Under the sub-heading “Auditor”, state the name and address of the auditor of the investment fund.

16.8 Transfer Agent and Registrar

(1) Under the sub-heading, “Transfer Agent and Registrar”, for each class of securities, state the name of the investment fund’s transfer agent(s), registrar(s), trustee, or other agent appointed by the investment fund to maintain the securities register and the register of transfers for such securities and indicate the location (by municipalities) of each of the offices of the investment fund or transfer agent, registrar, trustee or other agent where the securities, register and register of transfers are maintained or transfers of securities are recorded.

16.9 Promoters

(1) For a person or company that is, or has been within the two years immediately preceding the date of the Listing Statement, a promoter of the investment fund or of a subsidiary of the investment fund, state under the sub-heading “Promoter”

(a) the person or company’s name and municipality and the province or country of residence,

(b) the number and percentage of each class of voting securities and equity securities of the investment fund or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by the person or company,

(c) the nature and amount of anything of value, including money, property, contracts, options or rights of any kind received or to be received by the promoter directly or indirectly from the investment fund or from a subsidiary of the investment fund, and the nature and amount of any assets, services or other consideration received or to be received by the investment fund or a subsidiary of the investment fund in return, and

(d) for an asset acquired within the two years before the date of the Listing Statement, or to be acquired, by the investment fund or by a subsidiary of the investment fund from a promoter,

(i) the consideration paid or to be paid for the asset and the method by which the consideration has been or will be determined,

(ii) the person or company making the determination referred to in subparagraph (i) and the person or company’s relationship with the investment fund, the promoter, or an affiliate of the investment fund or of the promoter, and

(iii) the date that the asset was acquired by the promoter and the cost of the asset to the promoter.

(2) If a promoter referred to in subsection (1) is, as at the date of the Listing Statement or pro forma Listing Statement, asapplicable, or was within 10 years before the date of the Listing Statement a director, chief executive officer or chief financial officer of any person or company, that


April 15, 2011 (2011) 34 OSCB 4699

(a) was subject to an order that was issued while the promoter was acting in the capacity as director, chief executive officer or chief financial officer, or

(b) was subject to an order that was issued after the promoter ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while the promoter was acting in the capacity as director, chief executive officer or chief financial officer, state the fact and describe the basis on which the order was made and whether the order is still in effect.

(3) For the purposes of subsection (2), “order” means:



(c) an order that denied the relevant person or company access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days.

(4) If a promoter referred to in subsection (1)

(a) is, as at the date of the Listing Statement or pro forma Listing Statement, as applicable, or has been within the 10 years before the date of the Listing Statement, a director or executive officer of any person or company that, while the promoter was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, state the fact, or

(b) has, within the 10 years before the date of the Listing Statement or pro forma Listing Statement, as applicable, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the promoter, state the fact.

(5) Describe the penalties or sanctions imposed and the grounds on which they were imposed or the terms of the settlement agreement and the circumstances that gave rise to the settlement agreement, if a promoter referred to in subsection (1) has been subject to

(a) any penalties or sanctions imposed by a court relating to provincial and territorial securities legislation or by a provincial and territorial securities regulatory authority or has entered into a settlement agreement with a provincial and territorial securities regulatory authority, or

(b) any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor in making an investment decision.

(6) Despite subsection (5), no disclosure is required of a settlement agreement entered into before December 31, 2000 unless the disclosure would likely be considered to be important to a reasonable investor in making an investment decision.

INSTRUCTIONS

(1) The disclosure required by subsections (2), (4) and (5) also applies to any personal holding companies of any of the persons referred to in subsections (2), (4), and (5).

(2) A management cease trade order which applies to a promoter referred to in subsection (1) is an “order” for the purposes of paragraph (2)(a) and must be disclosed, whether or not the director, chief executive officer or chief financial officer was named in the order.

(3) For the purposes of this section, a late filing fee, such as a filing fee that applies to the late filing of an insider report, is not a “penalty or sanction”.

(4) The disclosure in paragraph (2)(a) only applies if the promoter was a director, chief executive officer or chief financialofficer when the order was issued against the person or company. The investment fund does not have to provide disclosure if the promoter became a director, chief executive officer or chief financial officer after the order was issued.


April 15, 2011 (2011) 34 OSCB 4700

17. Calculation of Net Asset Value

17.1 Calculation of Net Asset Value

(1) Under the heading “Calculation of Net Asset Value”,

(a) describe how the net asset value of the investment fund is calculated, and

(b) state the frequency at which the net asset value is calculated and the date and time of day at which it is calculated.

17.2 Valuation Policies and Procedures

(1) Under the sub-heading “Valuation Policies and Procedures of the Investment Fund”,

(a) describe the methods used to value the various types or classes of assets of the investment fund and its liabilities for the purpose of calculating net asset value,

(b) If the valuation principles and practices established by the manager differ from Canadian GAAP, describe the differences, and

(c) if the manager has discretion to deviate from the investment fund's valuation practices described in paragraph (a), disclose when and to what extent that discretion may be exercised and, if it has been exercised in the past three years, provide an example of how it has been exercised or, if it has not been exercised in the past three years, so state.

17.3 Reporting of Net Asset Value

(1) Under the sub-heading “Reporting of Net Asset Value”, describe

(a) how the net asset value of the investment fund will be made available at no cost (e.g. website, toll-free telephone line, etc.), and

(b) the frequency at which the net asset value is disclosed.

18. Description of the Securities Distributed

Equity Securities

(1) State the description of the securities or class a series of securities of the investment fund are being distributed, underthe heading “Attributes of the Securities” and under the sub-heading “Description of the Securities Distributed” state the description or the designation of the class of equity securities distributed and describe all material attributes and characteristics, including

(a) dividend or distribution rights,

(b) voting rights,

(c) rights upon dissolution, termination or winding-up,

(d) pre-emptive rights,

(e) conversion or exchange rights,

(f) redemption, retraction, purchase for cancellation or surrender provisions,

(g) sinking or purchase fund provisions,

(h) provisions permitting or restricting the issuance of additional securities and any other material restrictions, and

(i) provisions requiring a securityholder to contribute additional capital.


April 15, 2011 (2011) 34 OSCB 4701

18.1 Debt Securities

(1) If debt securities are being distributed, under the heading “Attributes of the Securities” and under the sub-heading “Description of the Securities Distributed”, describe all material attributes and characteristics of the indebtedness and the security, if any, for the debt, including

(a) provisions for interest rate, maturity and premium, if any,

(b) conversion or exchange rights,

(c) redemption, retraction, purchase for cancellation or surrender provisions,

(d) sinking or purchase fund provisions,

(e) the nature and priority of any security for the debt securities, briefly identifying the principal properties subject to lien or charge,

(f) provisions permitting or restricting the issuance of additional securities, the incurring of additional indebtedness and other material negative covenants, including restrictions against payment of dividends and restrictions against giving security on the assets of the investment fund or its subsidiaries, and provisions as to the release or substitution of assets securing the debt securities,

(g) the name of the trustee under any indenture relating to the debt securities and the nature of any material relationship between the trustee or any of its affiliates and the investment fund or any of its affiliates, and

(h) any financial arrangements between the investment fund and any of its affiliates or among its affiliates that could affect the security for the indebtedness.

18.2 Derivatives

(1) If derivatives are being distributed, under the heading “Attributes of the Securities” and under the sub-heading “Description of the Securities Distributed”, describe fully the material attributes and characteristics of the derivatives, including

(a) the calculation of the value or payment obligations under the derivatives,

(b) the exercise of the derivatives,

(c) settlements that are the result of the exercise of the derivatives,

(d) the underlying interest of the derivatives,

(e) the role of a calculation expert in connection with the derivatives,

(f) the role of any credit supporter of the derivatives, and

(g) the risk factors associated with the derivatives.

18.3 Other Securities

(1) If securities other than the securities mentioned above are being distributed, under the heading “Attributes of the Securities” and under the sub-heading “Description of the Securities Distributed”, describe fully the material attributes and characteristics of those securities.

18.4 Restricted Securities

(1) If the investment fund has outstanding, or proposes to distribute restricted securities, subject securities or securities that are, directly or indirectly, convertible into or exercisable or exchangeable for restricted securities or subject securities, provide a detailed description of

(a) the voting rights attached to the restricted securities that are the subject of the distribution or that will result from the distribution, either directly or following a conversion, exchange or exercise, and the voting rights, if


April 15, 2011 (2011) 34 OSCB 4702

any, attached to the securities of any other class of securities of the investment fund that are the same as or greater than, on a per security basis, those attached to the restricted securities,

(b) any significant provisions under applicable corporate and securities law that do not apply to the holders of the restricted securities that are the subject of the distribution or that will result from the distribution, either directly or following a conversion, exchange or exercise, but do apply to the holders of another class of equity securities, and the extent of any rights provided in the constating documents or otherwise for the protection of holders of the restricted securities,

(c) any rights under applicable corporate law, in the constating documents or otherwise, of holders of restricted securities that are the subject of the distribution or that will result from the distribution, either directly or following a conversion, exchange or exercise, to attend, in person or by proxy, meetings of holders of equity securities of the investment fund and to speak at the meetings to the same extent that holders of equity securities are entitled, and

(d) how the investment fund complied with, or the basis upon which it was exempt from, the requirements of Part 12 of the Instrument.

(2) If holders of restricted securities do not have all of the rights referred to in subsection.

(3) The detailed description referred to in that subsection must include, in boldface type, a statement of the rights the holders do not have.

(4) If the investment fund is required to include the disclosure referred to in subsection.

(5), state the percentage of the aggregate voting rights attached to the investment fund’s securities that will be representedby restricted securities after effect has been given to the issuance of the securities being offered.

18.5 Modification of Terms

(1) Describe provisions about the modification, amendment or variation of any rights attached to the issuer’s listed securities.

(2) If the rights of holders of securities may be modified otherwise than in accordance with the provisions attached to the securities or the provisions of the governing statute relating to the securities, explain briefly.

18.6 Ratings

(1) If the investment fund has asked for and received a stability rating, or if the investment fund is aware that it has received any other kind of rating, including provisional rating, from one or more approved rating organizations for the securities being distributed and the rating or ratings continue in effect, disclose

(a) each security rating, including a provisional rating or stability rating, received from an approved rating organization,

(b) the name of each approved rating organization that has assigned a rating for the securities to be distributed,

(c) a definition or description of the category in which each approved rating organization rated the securities to be distributed and the relative rank of each rating within the organization’s overall classification system,

(d) an explanation of what the rating addresses and what attributes, if any, of the securities to be distributed are not addressed by the rating,

(e) any factors or considerations identified by the approved rating organization as giving rise to unusual risks associated with the securities to be distributed,

(f) a statement that a security rating or a stability rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the rating organization, and

(g) any announcement made by, or any proposed announcement known to the investment fund that is to be made by, an approved rating organization to the effect that the organization is reviewing or intends to revise or withdraw a rating previously assigned and required to be disclosed under this section.


April 15, 2011 (2011) 34 OSCB 4703

18.7 Other Attributes

(1) If the rights attaching to the securities being distributed are materially limited or qualified by the rights of any other class of securities, or if any other class of securities ranks ahead of or equally with the securities being distributed, include information about the other securities that will enable investors to understand the rights attaching to the securities being distributed.

(2) If securities of the class being distributed may be partially redeemed or repurchased, state the manner of selecting the securities to be redeemed or repurchased.

INSTRUCTION

This section requires only a brief summary of the provisions that are material from an investment standpoint. The provisions attaching to the securities being distributed or any other class of securities do not need to be set out in full. They may, in theinvestment fund’s discretion, be attached as a schedule to the Listing Statement.

19. Securityholder Matters

19.1 Meetings of Securityholders

(1) Under the heading “Securityholder Matters” and under the sub-heading “Meetings of Securityholders”, describe the circumstances, processes and procedures for holding any securityholder meeting and for any extraordinary resolution.

19.2 Matters Requiring Securityholder Approval

(1) Under the sub-heading “Matters Requiring Securityholder Approval”, describe the matters that require securityholder approval.

19.3 Amendments to Declaration of Trust

(1) For an investment fund established pursuant to a declaration of trust, under the sub-heading “Amendments to the Declaration of Trust”, describe the circumstances, processes and procedures required to amend the declaration of trust.

19.4 Reporting to Securityholders

(1) Under the sub-heading “Reporting to Securityholders” describe the information or reports that will be delivered or made available to securityholders and the frequency with which such information or reports will be delivered or made available to securityholders, including any requirements under securities legislation.

20. Termination of the Fund

20.1 Termination of the Fund

(1) Under the heading “Termination of the Fund”, describe the circumstances in which the investment fund will be terminated, including:

(a) the date of termination,

(b) how the value of the securities of the investment fund at termination will be determined,

(c) whether securityholders will receive cash or any other type of payment upon termination,

(d) the details of any rollover transaction, if securityholders will receive securities of another investment fund as part of a rollover transaction upon termination,

(e) how the assets of the investment fund will be distributed upon termination, and

(f) if the investment fund is a commodity pool, disclose whether the investment fund will be wound up without the approval of securityholders if the net asset value per security falls below a certain predetermined level, and, if so, the net asset value per security at which this will occur.


April 15, 2011 (2011) 34 OSCB 4704

21. Options to Purchase Securities

21.1 Options to Purchase Securities

(1) Under the heading “Options to Purchase Securities”, state, in tabular form, as at a specified date within 30 days before the date of the Listing Statement or pro forma Listing Statement, information about options to purchase securities of the investment fund, or a subsidiary of the investment fund, that are held or will be held upon completion of the distribution by

(a) all executive officers and past executive officers of the investment fund, as a group, and all directors and past directors of the investment fund who are not also executive officers, as a group, indicating the aggregate number of executive officers and the aggregate number of directors to whom the information applies,

(b) all executive officers and past executive officers of all subsidiaries of the investment fund, as a group, and all directors and past directors of those subsidiaries who are not also executive officers of the subsidiary, as a group, excluding, in each case, individuals referred to in paragraph (a), indicating the aggregate number of executive officers and the aggregate number of directors to whom the information applies,

(c) all other employees and past employees of the investment fund as a group,

(d) all other employees and past employees of subsidiaries of the investment fund as a group,

(e) all consultants of the investment fund as a group, and

(f) any other person or company, other than the underwriter(s), naming each person or company.

(2) Describe any material change to the information required to be included in the Listing Statement under subsection (1) to the date of the Listing Statement.

INSTRUCTIONS

(1) Describe the options, warrants, or other similar securities stating the material provisions of each class or type of option, including:

(a) the designation and number of the securities under option;

(b) the purchase price of the securities under option or the formula by which the purchase price will be determined, and the expiration dates of the options;

(c) if reasonably ascertainable, the market value of the securities under option on the date of grant;

(d) if reasonably ascertainable, the market value of the securities under option on the specified date; and

(e) with respect to options referred to in paragraph (1)(f), the particulars of the grant including the consideration for the grant.

(2) For the purposes of paragraph (1)(f), provide the information required for all options except warrants and special warrants.

22. Principal Holders of Securities of the Investment Fund and Selling Securityholders

22.1 Principal Holders of Securities of the Investment Fund and Selling Securityholders

(1) Under the heading “Principal Holders of Securities of the Investment Fund [and Selling Securityholders]”, provide the following information for each principal securityholder of the investment fund and, if any securities are being distributed for the account of a securityholder, for each selling securityholder, as of a specified date not more than 30 days before the date of the Listing Statement:

(a) the name,

(b) the number or amount of securities of the investment fund of any class to be owned, controlled or directed after the distribution, and the percentage that number or amount represents of the total outstanding, and


April 15, 2011 (2011) 34 OSCB 4705

(c) whether the securities referred to in paragraphs (b) are owned both of record and beneficially, of record only, or beneficially only.

(2) If, to the knowledge of the investment fund more than 10 percent of any class of voting securities of the investment fund is held, or is to be held, subject to any voting trust or other similar agreement, disclose, to the extent known, the designation of the securities, the number or amount of the securities held or to be held subject to the agreement and the duration of the agreement. State the names and addresses of the voting trustees and outline briefly their voting rights and other powers under the agreement.

(3) If, to the knowledge of the investment fund, any principal securityholder is an associate or affiliate of another person orcompany named as a principal securityholder, disclose, to the extent known, the material facts of the relationship, including any basis for influence over the investment fund held by the person or company other than the holding of voting securities of the investment fund.

(4) In addition to the above, include in a footnote to the table the required calculation(s) on a fully-diluted basis.

(5) Describe any material change to the information required to be included in the Listing Statement under subsection (1) to the date of the Listing Statement.

INSTRUCTION

If a company, partnership, trust or other unincorporated entity is a principal securityholder of an investment fund, disclose, to the extent known, the name of each individual who, through ownership of or control or direction over the securities of the company,trust or other unincorporated entity, or membership in the partnership, as the case may be, is a principal securityholder of that entity.

23. Interests of Management and Others in Material Transactions

23.1 Interests of Management and Others in Material Transactions

(1) Under the heading “Interests of Management and Others in Material Transactions”, describe, and state the approximate amount of, any material interest, direct or indirect, of any of the following persons or companies in any transaction within the three years before the date of the Listing Statement or pro forma Listing Statement that has materially affected or is reasonably expected to materially affect the investment fund:

(a) a director or executive officer of the investment fund or the investment fund manager,

(b) a person or company that beneficially owns, or controls or directs, directly or indirectly, more than 10 percent of any class or series of the outstanding voting securities of the investment fund or the investment fund manager, and

(c) an associate or affiliate of any of the persons or companies referred to in paragraphs (a) or (b).

INSTRUCTIONS

(1) The materiality of an interest is to be determined on the basis of the significance of the information to investors in light of all the circumstances of the particular case. The importance of the interest to the person having the interest, the relationship of the parties to the transaction with each other and the amount involved are among the factors to be considered in determining the significance of the information to investors.

(2) Give a brief description of the material transaction. Include the name of each person or company whose interest in any transaction is described and the nature of the relationship to the investment fund.

(3) For any transaction involving the purchase of assets by or sale of assets to the investment fund, state the cost of the assets to the purchaser, and the cost of the assets to the seller if acquired by the seller within three years before the transaction.

(4) This Item does not apply to any interest arising from the ownership of securities of the investment fund if the securityholder receives no extra or special benefit or advantage not shared on an equal basis by all other holders of the same class of securities or all other holders of the same class of securities who are resident in Canada.


April 15, 2011 (2011) 34 OSCB 4706

(5) No information need be given under this Item for a transaction if

(a) the rates or charges involved in the transaction are fixed by law or determined by competitive bids,

(b) the interest of a specified person or company in the transaction is solely that of a director of another company that is a party to the transaction,

(c) the transaction involves services as a bank or other depository of funds, a transfer agent, registrar, trustee under a trust indenture or other similar services,

(d) the transaction does not involve remuneration for services and the interest of the specified person or company arose from the beneficial ownership, direct or indirect, of less than ten percent of any class of equity securities of another company that is party to the transaction and the transaction is in the ordinary course of business of the investment fund or its subsidiaries.

(6) Describe all transactions not excluded above that involve remuneration (including an issuance of securities), directly or indirectly, to any of the specified persons or companies for services in any capacity unless the interest of the person or company arises solely from the beneficial ownership, direct or indirect, of less than ten percent of any class of equity securities of another company furnishing the services to the investment fund.

24. Proxy Voting Disclosure

24.1 Proxy Voting Disclosure for Portfolio Securities Held

(1) Under the heading “Proxy Voting Disclosure for Portfolio Securities Held”, include the disclosure required by subsection 10.2(3) of National Instrument 81-106.

25. Material Contracts

25.1 Material Contracts

(1) Under the heading “Material Contracts”, list and provide particulars of

(a) the articles of incorporation, the declaration of trust or trust agreement of the investment fund or any other constating document, if any,

(b) any agreement of the investment fund or trustee with the manager of the investment fund,

(c) any agreement of the investment fund, the manager or trustee with the portfolio adviser of the investment fund,

(d) any agreement of the investment fund, the manager or trustee with the custodian of the investment fund,

(e) any agreement of the investment fund, the manager or trustee with the underwriters or agents of the investment fund,

(f) any swap or forward agreement of the investment fund, the manager or trustee with a counterparty that is material to the investment fund fulfilling its investment objectives,

(g) any agreement of the investment fund, the manager or trustee with the principal distributor of the investment fund, and

(h) any other contract or agreement that can reasonably be regarded as material to an investor in the securities of the investment fund.

INSTRUCTIONS

(1) Set out a complete list of all contracts for which particulars must be given under this section, indicating those that aredisclosed elsewhere in the Listing Statement. Particulars need only be provided for those contracts that do not have the particulars given elsewhere in the Listing Statement.


April 15, 2011 (2011) 34 OSCB 4707

(2) Particulars of contracts must include the dates of, parties to, consideration provided for in, termination provisions, general nature and key terms of, the contracts.

26. Legal and Administrative Proceedings

26.1 Legal and Administrative Proceedings

(1) Under the heading “Legal and Administrative Proceedings”, describe briefly any ongoing legal and administrative proceedings material to the investment fund, to which the investment fund, its manager or principal distributor is a party.

26.2 Particulars of the Proceedings

(1) For all matters disclosed under section 32.1, disclose

(a) the name of the court or agency having jurisdiction,

(b) the date on which the proceeding was instituted,

(c) the principal parties to the proceeding,

(d) the nature of the proceeding and, if applicable, the amount claimed, and

(e) whether the proceeding is being contested and the present status of the proceeding.

(2) Provide similar disclosure about any proceedings known to be contemplated.

26.3 Penalties and Sanctions

(1) Describe the penalties or sanctions imposed and the grounds on which they were imposed or the terms of any settlement agreement and the circumstances that gave rise to the settlement agreement, if, within the 10 years before the date of the Listing Statement or pro forma Listing Statement, the manager of the investment fund, a director or executive officer of the investment fund or a partner, director or executive officer of the manager of the investment fund has

(a) been subject to any penalties or sanctions imposed by a court or a securities regulatory authority relating to Canadian securities legislation, promotion or management of an investment fund, theft or fraud or has entered into a settlement agreement before a court or with a regulatory body in relation to any of these matters, or

(b) been subject to any other penalties or sanctions imposed by a court or regulatory body or has entered into any other settlement agreement before a court or with a regulatory body that would likely be considered important to a reasonable investor in determining whether to purchase securities of the investment fund.

27. Experts

27.1 Names of Experts

(1) Under the heading “Experts”, name each person or company

(a) who is named as having prepared or certified a report, valuation, statement or opinion in any document filed as part of the listing application, and

(b) whose profession or business gives authority to the report, valuation, statement or opinion made by the person or company.

27.2 Interests of Experts

(1) Disclose all registered or beneficial interests, direct or indirect, in any securities or other property of the investment fund or of an associate or affiliate of the investment fund received or to be received by a person or company whose profession or business gives authority to a statement made by the person or company and who is named as having prepared or certified a part of the Listing Statement or prepared or certified a report or valuation described or included in the Listing Statement.


April 15, 2011 (2011) 34 OSCB 4708

(2) For the purpose of subsection (1), if the ownership is less than one percent, a general statement to that effect is sufficient.

(3) If a person, or a director, officer or employee of a person or company referred to in subsection (1) is or is expected to be elected, appointed or employed as a director, officer or employee of the investment fund or of any associate or affiliate of the investment fund, disclose the fact or expectation.

INSTRUCTIONS

(1) Section 28.2 does not apply to the investment fund’s predecessor auditors, if any, for those periods when they were not the investment fund’s auditor.

(2) Section 28.2 does not apply to registered or beneficial interests, direct or indirect, held through mutual funds.

28. Exemptions and Approvals

28.1 Exemptions and Approvals

(1) Under the heading “Exemptions and Approvals”, describe all exemptions from or approvals under securities legislation obtained by the investment fund or the manager of the investment fund that continue to be relied upon by the investment fund or the manager, including all exemptions to be evidenced by the issuance of a receipt for the Listing Statement pursuant to section 19.3 of the National Instrument 41-101.

29. Other Material Facts

29.1 Other Material Facts

(1) Under the heading “Other Material Facts”, using sub-headings as appropriate, give particulars of any material facts about the securities being distributed that are not disclosed under any other section and are necessary in order for the Listing Statement to contain full, true and plain disclosure of all material facts relating to the securities to be distributed.

30. Financial Disclosure

30.1 Financial Statements

(1) Unless incorporated by reference under Item 37, include in the Listing Statement the comparative annual financial statements and the auditor’s report prepared in accordance with NI 81-106 for the investment fund’s most recently completed financial year.

(2) If an investment fund’s most recent financial year ended within 90 days of the date of the Listing Statement referred to in subsection (1), the investment fund may treat the previous year as the most recently completed financial year under subsection (1).

(3) If the investment fund has not completed its first financial year, the fund must include in the Listing Statement audited financial statements and the auditor’s report prepared in accordance with NI 81-106 for the period from the date of the fund’s formation to a date not more than 90 days before the date of the Listing Statement and as at a date not more than 90 days before the date of the Listing Statement, as applicable.

(4) Despite subsections (1) and (3), if the investment fund is a newly established fund, include in the Listing Statement the opening balance sheet of the investment fund, accompanied by the auditor’s report prepared in accordance with NI 81-106.

30.2 Interim Financial Statements

(1) Include in the Listing Statement financial statements for the investment fund prepared in accordance with National Instrument 81-106 for the interim period that began immediately after the financial year to which the annual financial statements required to be included in the Listing Statement under section 38.1 relate, if the Listing Statement is filed 60 days or more after the end of that interim period.


April 15, 2011 (2011) 34 OSCB 4709

30.3 Management Reports of Fund Performance

(1) Include in the Listing Statement the most recently filed interim management report of fund performance, if filed after themost recently filed annual management report of fund performance and include the most recently filed annual management report of fund performance.


April 15, 2011 (2011) 34 OSCB 4710

CERTIFICATE

The undersigned solemnly declare that:

1. Each of the undersigned is an officer or director of the issuer and has been duly authorized to sign this form;

2. This Listing Statement contains full, true and plain disclosure of all material information relating to [full legal name of issuer] and contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to prevent a statement that is made from being false or misleading in light of the circumstances in which it was made; and

3. They are making this solemn declaration believing it to be true and knowing it is of the same force and effect as if made under the Canada Evidence Act.

Dated at __________________ this ___ day of __________, 20__.

Signature of CEO Name

NOTARIAL SEAL

Signature of CFO Name

NOTARIAL SEAL


NOTARIAL SEAL


NOTARIAL SEAL

Signature of Promoter (if applicable) Name NOTARIAL SEAL


April 15, 2011 (2011) 34 OSCB 4711

FORM 3

PERSONAL INFORMATION FORM

General Instructions

1. All terms defined in Alpha Requirements have the same meaning in this form.

2. This form is to be completed by

(a) every individual who is or proposed to become a related person of a listed issuer;

(b) each director, senior officer and person who directly or indirectly owns, controls or exercises discretion over 20% or more of the outstanding voting shares of any person other than an individual that is or becomes a related person of a listed issuer; and

(c) any person required by the Exchange to complete this form.

3. If you have submitted a completed form to the Exchange within the past 36 months and the information on the previously submitted form has not changed, you may provide a sworn declaration to that effect in lieu of completing a new form.

4. This form must be sworn before a notary public in the jurisdiction in which it is sworn. If the jurisdiction does not have notary publics, it must be sworn before a person who meets the requirements of the Canada Evidence Act. All attachments must be initialled by you and the notary public.

5. The Exchange will only accept originally-executed copies of this form.

6. All questions must have a response. The Exchange will not accept a “Not Applicable” or “N/A” response. Failure to answer a question fully may result in the return of the PIF, a delay in processing the issuer’s application or denial of the issuer’s application.

7. An individual who makes a false statement by statutory declaration commits an offence under applicable securities legislation and an indictable offence under the Criminal Code (Canada). The Exchange may verify the information contained in this form, including verification of any previous criminal record. If incomplete or misleading information is provided, the Exchange may disqualify the individual from association with the issuer and/or other issuers.


April 15, 2011 (2011) 34 OSCB 4712

COMPANY IN CONNECTION WITH WHICH THIS FORM IS FILED:

PRESENT OR PROPOSED POSITION WITH THE ISSUER(check all applicable boxes):

Director Officer (give title) Investment Manager Director of Investment Manager Officer of Investment Manager (give title) InsiderOther (give details)

1. IDENTIFICATION

Last Name First Name Middle Names (If none, state “none”)

NAME MOST COMMONLY KNOWN BY

Any other legal names, assumed names or nicknames under which you have carried on business or been known by. Include any name change(s) resulting from marriage, divorce, court order or other process. If you have not been known by any other names, state “none”

Sex Date of Birth (YYYY-MM-DD)

Place of Birth (City, Province/State, Country)

Marital Status Full Name of Spouse (include common law)

Spouse’s Occupation

2. CONTACT INFORMATION

RESIDENTIAL PHONE NUMBER:

BUSINESS PHONE NUMBER:

MOBILE PHONE NUMBER:

FACSIMILE:

E-MAIL:

Include area code and country code (if outside of Canada and the United States) for each number. State “none” if you do not have one of the contacts listed.


April 15, 2011 (2011) 34 OSCB 4713

3. RESIDENTIAL HISTORY

Provide your residential history for the previous 10 years, giving full street address, the municipality, the province or state and country. Begin with your current address. If you are unable to identify a street address, provide the municipality, province orstate and country. The Exchange may require you to provide the full address.

Address From(MM-YY)

To(MM/YY)

4. IDENTIFICATION

Attach a legible photocopy of a piece of identification issued in the past 5 years from a government authority (such as a driver’s licence or passport) containing a recognizable photograph of you and your signature. If the piece of identification is not a passport, it must contain your full first and last names, date of birth, sex and current mailing address.

5. CITIZENSHIP

ARE YOU A CANADIAN CITIZEN?

IF NOT, ARE YOU LAWFULLY RESIDENT IN CANADA AS AN IMMIGRANT?

IF YOU ANSWERED YES TO THE PREVIOUS QUESTION, HOW MANY YEARS HAVE YOU LIVED CONTINUOUSLY IN CANADA?

LIST ANY OTHER CITIZENSHIP(S) YOU CURRENTLY HOLD: (If none, state “none”)

PROVIDE YOUR U.S. SOCIAL SECURITY NUMBER: (If none, state “none”)

PROVIDE YOUR HONG KONG IDENTIFICATION NUMBER: (If none, state “none”)

PROVIDE YOUR CANADIAN SOCIAL INSURANCE NUMBER: (If none, state “none”)

6. PROFESSIONAL DESIGNATION(S)

Please list all professional designations you have and professional associations to which you belong (please include membership numbers where applicable). For each association, state whether you are an active member.


April 15, 2011 (2011) 34 OSCB 4714

7. EMPLOYMENT HISTORY

Provide you employment history for the last 10 years, beginning with your current employer. If you changed positions with the same employer, list each position separately.

EMPLOYER ADDRESS POSITION FROM (MM-YY)

TO(MM-YY)

Has your employment in a sales, investment or advisory capacity in a firm engaged in the sale of real estate, insurance, or mutual funds ever been terminated for cause?

Yes: No:

If “yes” provide details:

Has a firm registered under applicable securities legislation ever terminated your employment for cause?

Yes: No:


8. POSITIONS WITH OTHER ISSUERS

Provide the names of any reporting issuers and any issuer with continuous disclosure obligations in any jurisdiction of which you are now, or during the last 10 years, have been a director, promoter, insider or control person

Name of Reporting Issuer

Position(s) Held Market Traded On From(MM YY)

To(MM YY)

9. PROCEEDINGS BY REGULATORS

Have you personally ever been the subject of a cease trading order issued by any authority regulating trading in securities?

Yes: No:



April 15, 2011 (2011) 34 OSCB 4715

Have you, or has any partnership or company of which you were at the time of such event a partner, officer, director, or beneficial owner of more than 10% of the voting securities, ever been denied the benefit of any exemption provided by any act regulating trading in securities?

Yes: No:


Have you, or has any partnership or company of which you were at the time of such event a partner, officer, director, or beneficial owner of more than 10% of the voting securities, ever been the subject of disciplinary action, not disclosed in 3(b) above, undertaken by any authority regulating or supervising trading in securities, including any stock exchange, association of investment dealers or similar organization?

Yes: No:


While you were a partner, officer, director, or beneficial owner of more than 10% of the voting securities of an issuer, did the issuer ever had an application for listing or quotation refused (including applications resulting from a backdoor listing)?

Yes: No:


Have you personally ever been the subject of disciplinary action, not disclosed above, undertaken by any tribunal, organization or society responsible for the regulation of a profession?

Yes: No:


10 OFFENCES

Note

An “offence” includes

• A summary conviction or indictable offence under the Criminal Code (Canada)

• A quasi-criminal offence (for example, under the Income Tax Act (Canada), or the tax, immigration, drugs, firearms, money laundering or securities legislation of any jurisdiction; or

• A misdemeanour of felony under the criminal laws of the United States of America or any of its states or territories or an offence under criminal legislation of any jurisdiction.

If a pardon under the Criminal Records Act (Canada) has been formally requested and you have received formal written notice that such pardon has been granted and it has not been revoked, you are not obliged to disclose any such pardoned offence. In such circumstances, the appropriate response would be: “Yes, pardon granted on (date).”

Have you ever been convicted under any law of any province, territory, state or country of any offence relating to trading in securities, commodities or commodity futures contracts, or with the theft of securities, or with any related offence, or been a party to any proceedings taken on account of fraud arising out of any trade in or advice respecting securities?

Yes: No:



April 15, 2011 (2011) 34 OSCB 4716

Have you ever been convicted under any law of any province, territory, state or country for contraventions or criminal offences not noted in 4(a) above? (Do not include non-criminal traffic convictions.)

Yes: No:


Are you currently the subject of a charge or indictment, under any law of any province, territory, state or country for contraventions, criminal offences, or other conduct of the type described above?

Yes: No:


To the best of your knowledge, has any partnership or company of which you were at the time of such event a partner, officer, director, or beneficial owner of more than 10% of the voting securities, ever been convicted, or is any partnership or company in which you hold such a position currently the subject of a charge or indictment, under any law of any province, territory, state or county for contraventions, criminal offences, or other conduct of the type described above?

Yes: No:


10. CIVIL PROCEEDINGS

Has a court in a civil proceeding ever rendered a judgment, ordered garnishment or issued an injunction or similar ban (whether or not by consent) against you or against any partnership or company of which you were (at the time of the conduct underlying the judgment, garnishment, injunction or ban) a partner, officer, director, or beneficial owner of more than 10% of the voting securities in a claim based in whole or in part on fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary duty, insider trading, unregistered trading, illegal distributions, failure to disclose material facts or charges or allegations of similar conduct?

Yes: No:


Are you now, or, to the best of your knowledge any partnership or company of which you were (at the time of the conduct underlying the cliam) a partner, officer, director, or beneficial owner of more than 10% of the voting securities subject to a claim based in whole or in part on fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary duty, insider trading, unregistered trading, illegal distributions, failure to disclose material facts or charges or allegations of similar conduct?

Yes: No:


11. Bankruptcy

Have you ever been declared bankrupt, made a voluntary assignment in bankruptcy, made a compromise or agreement with your creditors or gone out of business leaving debts outstanding, or produced a declaration under the Quebec Voluntary Deposit of Salary Wages Law, or has a receiver or a receiver and manager appointed by or at the request of your creditors ever assumed control of your assets?

Yes: No:



April 15, 2011 (2011) 34 OSCB 4717

If so, have you been discharged? (Attach a copy of the discharge):

Has any partnership or company of which you were at the time of such event a partner, director, officer, or beneficial owner of more than 10% of the voting securities ever been declared bankrupt or made a voluntary assignment in bankruptcy, or had control of its assets assumed by a receiver and manager appointed by or at the request of its creditors?

Yes: No:



April 15, 2011 (2011) 34 OSCB 4718

Acknowledgement and Consent to Collection and Use of Personal Information

I HAVE READ AND UNDERSTOOD THE PERSONAL INFORMATION COLLECTION POLICY (“PRIVACY POLICY”) OF ALPHA EXCHANGE. I HEREBY AUTHORIZE AND CONSENT TO THE COLLECTION AND USE BY ANY OF ALPHA EXCHANGE AND ITS SUBSIDIARIES, AFFILIATES, REGULATORS AND AGENTS OF ANY INFORMATION WHATSOEVER (WHICH MAY INCLUDE PERSONAL, CREDIT, OR OTHER INFORMATION) FROM ANY SOURCE, INCLUDING WITHOUT LIMITATION AN INVESTIGATIVE AGENCY OR A RETAIL CREDIT AGENCY AS PERMITTED BY LAW IN ANY JURISDICTION IN CANADA OR ELSEWHERE. I ACKNOWLEDGE AND AGREE THAT SUCH INFORMATION MAY BE SHARED WITH AND RETAINED BY ALPHA EXCHANGE AND ITS SUBSIDIARIES, AFFILIATES, REGULATORS AND AGENTS INDEFINITELY.

Date:_________________________

Signature:______________________


April 15, 2011 (2011) 34 OSCB 4719

Statutory Declaration

I, __________________ (Name of Person Completing this Form) Do Solemnly Declare That

(a) I have read and understand the questions, caution and acknowledgement in this Form;

(b) The answers I have given to the questions in this Form and in any attachments to the Form are true and correct except where stated to be to the best of my knowledge in which case I believe the answers to be true; and

(c) I make this solemn declaration conscientiously believing it to be true and knowing that it is of the same force and effectas if made under oath and by virtue of the Canada Evidence Act.

SWORN/DECLARED before me at the City of ____________ in the Province

(or State) of _____________________

This ___ day of ______, 20__

_______________________________ Notary Public

_______________________________ NOTARY'S SEAL


April 15, 2011 (2011) 34 OSCB 4720

Release and Discharge Relating to Consent to Disclosure of Criminal Record Information

Surname Given Name Middle Name Date of Birth (dd/mmm/yyyy) Male Female

Previous Surnames (eg. Former marriage, maiden)

Address (number, street, apt., lot, concession, township, rural route #, city, postal code)

Occupation

I hereby authorize the Ontario Provincial Police (the OPP) to release records of criminal convictions for which a pardon has notbeen granted, records of discharges which have not been removed from the CPIC system in accordance with the Criminal Records Act, and records of outstanding criminal charges of which the OPP is aware, to the person(s) listed below.

Name Title [Name of Alpha Investigator] [Title of Alpha Investigator]

Department and Branch [Name of Alpha Department and Branch]

Name of Organization Alpha Exchange

Release and Discharge

I hereby release and forever discharge Her Majesty the Queen in right of Ontario, the Commissioner of the Ontario Provincial Police and all members and employees of the OPP from any and all actions, claims and demands for damages, loss or injury howsoever arising which may hereafter be sustained by myself as a result of the disclosure of information by the OPP to the above named organization.

I acknowledge that information so disclosed may be confirmed only by a comparison of the fingerprints on file to which the information relates and my fingerprints.

Signature Date

Confidential

This record and the information contained therein, is being provided in confidence and shall not be disclosed to any person withthe exception of the person(s) named above without the express written consent of the Commissioner of the OPP.


April 15, 2011 (2011) 34 OSCB 4721

Based on a name check only, and having a birth date as provided above – a records check:

fails to reveal any record relating to the above subject. indicates the following information may relate to the above subject.

Details cannot be certified as relating to the subject of inquiry, without a fingerprint comparison.LE 219 (Rev. 12/05)

PERSONAL INFORMATION COLLECTION POLICY

Give policy – needs to be part of Alpha’s privacy policies.


April 15, 2011 (2011) 34 OSCB 4722

FORM 4

LISTING AGREEMENT

IN CONSIDERATION for the listing of its securities on Alpha Exchange (“Exchange”), the undersigned (the “Listed Issuer”) agrees with the Exchange as follows:

1. The Listed Issuer will comply with all Exchange requirements applicable to Listed Issuers, including Exchange rules, policies and procedural requirements which may be in effect from time to time.

2. Without limiting the generality of the preceding section, the Listed Issuer will

(a) promptly provide the Exchange and its regulator all such information or documentation concerning the Issuer as the Exchange or its regulator may require;

(b) not undergo a material change in its business and affairs without the consent of the Exchange;

(c) notify the Exchange at least seven trading days in advance of any dividend or distribution record date;

(d) maintain transfer and registration facilities in the City of Toronto where all listed securities are directly transferable and registrable, with no fee for transfer or registration other than government stock transfer taxes;

(e) post all forms, notices, particulars, reports, statements and information required by the Exchange in a timely manner;

(f) not change the provisions attaching to any warrants, convertible debentures, rights or other securities outstanding form time to time (other than debt securities that are not convertible into equity securities) without the consent of the Exchange;

(g) remove or cause the resignation of any Related Person of an Issuer the Exchange deems unacceptable; and

(h) pay when due, all applicable fees or charges, established by the Exchange. The current fees and charges are set out in Schedule 4A to this Form and may be amended from time to time.

3. The Listed Issuer acknowledges that the Exchange has the right, at any time and without notice, to halt or suspend trading in any of the Listed Issuer’s securities without giving any reason for such action, or to delist the securities provided that the Exchange will not delist the securities without given the Issuer an opportunity to be heard.


Position Date


Position Date


April 15, 2011 (2011) 34 OSCB 4723

FORM 5

QUARTERLY UPDATE

Name of Listed Issuer:

Trading Symbol:

Date:

Complete the following table for each class of Listed Securities for the period beginning on the date of the last quarterly update:

Class Number of securitiesissued at beginning of quarter (A)

Number of securitiesreserved for issuance at beginning of quarter (B)

Number of securitiesissued during the quarter (C)

Number of securitiesredeemed during the quarter (D)

Number of new securities reserved for issuanceduring the quarter (E)

Number of securitiespreviously but no longer reserved for issuance (F)1

Total number for each class outstanding at the end of quarter (A+C-D):

Total number reserved for issuance at the end of quarter (B+E-F):

Provide the following information for securities listed in (B), (C), (D) and (E) (other than grants of compensation options2) during the quarter:

Date of Issue or Reservation

Type of security

Type of transaction

Number issued or reserved3

Price Consideration (cash, property, etc.)

Details of any related person involvement

Give the following information for compensation options granted during the quarter:

Date Class of security Name of Optionee and Relationship to Issuer

Number Exercise Price Expiry Date

1 For example, shares reserved for issuance on exercise of warrants that expired during the period. 2 Include shares issued on exercise of compensation options in this table. 3 For redemptions or securities no longer reserved for issuance, put the amount in brackets.


April 15, 2011 (2011) 34 OSCB 4724

Total number of shares reserved for issuance on exercise of options at the beginning of the quarter:

Total number of shares reserved for issuance on exercise of options at the end of the quarter:

CERTIFICATE

The undersigned certifies that:

1. The undersigned is an officer or director of the Listed Issuer and has been duly authorized to sign this form;

2. To the best of the undersigned’s knowledge after reasonable inquiry, the Listed Issuer is in compliance with applicable securities legislation and Alpha Requirements;4 and

3. All information in this form is true and complete and the form contains no misrepresentations.


Position Date

4 If the Listed Issuer is not in compliance (e.g. has not filed required financial statements), add “except as follows:” and provide details.


April 15, 2011 (2011) 34 OSCB 4725

FORM 6

NOTICE OF PROSPECTUS OFFERING


Trading Symbol:

Date:

If this is updating a prior notice, give date(s) of those notices:

Date of news release announcing the offering:

Date of preliminary prospectus:

Date of (final) prospectus:

Provide the following information concerning the offering:

Type of security1

Number to be issued2

Price per security3

Conversion or exercise price (if applicable)

Net proceeds to the issuer per security

If securities other than currently-listed securities are sold in the offering, provide details of the security:4

If the securities are Listed Securities with different particulars (e.g. flow through shares, special warrants), describe:

Describe the terms and conditions of the offering:

Summarize the intended use of proceeds:

Give full particulars of any direct or indirect involvement by related persons in the offering (including purchases in the offering, receipt of any brokerage or finder’s fees or receipt of any proceeds):

1 Describe the security to be offered (for example, unit of one share and ½ share purchase warrant, convertible debenture, etc.).2 If not determined, provide highest and lowest number contemplated. 3 If not determined, provide a price range. 4 For convertible securities, include the conversion or exercise price and terms, expiry date, number of listed securities issuable on

conversion or exercise and any other significant terms. For debentures, include the interest rate, conversion price and terms and default provisions.


April 15, 2011 (2011) 34 OSCB 4726

Provide the following information with respect to any agent’s or broker’s or finder’s fee, commission or other compensation paidin connection with the offering:

Name Relationship to Listed Issuer

Cashcompensation

Securitiescompensation

Othercompensation

Exercise price of any convertible security

Expiry date

Describe the plan of distribution:

CERTIFICATE






Position Date



April 15, 2011 (2011) 34 OSCB 4727

FORM 7

NOTICE OF PRIVATE PLACEMENT


Trading Symbol:

Date:


Date of news release announcing the private placement:

Date of request for price protection (if applicable):

Closing market price on the day prior to the earlier of the date of this notice or the date price protection was granted:

Number of Securities Issued and Outstanding as of: the Date of This Notice:

Provide the following information concerning the offering:

Type of security1


Percentage of the number of listed securities outstanding prior to the placement3

Price per security4


ProspectusExemption


If the securities are listed securities with different particulars (e.g. flow through shares, special warrants), describe:

1 Describe the security to be offered (for example, unit of one share and ½ share purchase warrant, convertible debenture, flow through

common shares, etc.). Indicate whether the securityholders have voting rights in all or certain circumstances. 2 If not determined, provide highest and lowest number contemplated. 3 Calculate on a partially diluted basis assuming all of the placees exercise any conversion or exercise rights attaching to the securities

purchased, but no other holders of convertible securities. 4 If not determined, provide a price range. 5 For convertible securities, include the conversion or exercise price and terms, expiry date, number of listed securities issuable on



April 15, 2011 (2011) 34 OSCB 4728

Provide the following information with respect to direct or indirect participation by any related person or person who will become a related person on closing of the offering:6

Name Holding prior to offering7

Percentage of outstanding8

prior to offering

Number of securities to be purchased

Holding following the offering9


following offering

Describe the terms and conditions of the offering:

Summarize the intended use of proceeds:

Give full particulars of any direct or indirect involvement by related persons in the offering not disclosed above (including receipt of any brokerage or finder’s fees or receipt of any proceeds):


Name Relationship to Issuer

Cashcompensation


Othercompensation


Expiry date

CERTIFICATE






Position Date

6 If the offering will result in a new related person, the person must file a Personal Information Form (Form 3) with the Exchange and obtain

Exchange approval prior to closing. The purchase by the person may close in escrow pending receipt of Exchange Approval. 7 List separately securities held and securities to be issued on conversion of any securities held. 8 Calculate on a partially diluted basis assuming the person converts or exercises all convertible securities held, but no other holders do. 9 List separately securities held and securities to be issued on conversion of any securities held. 10 Calculate on a partially diluted basis assuming the person converts or exercises all convertible securities held, but no other holders do. 11 If the Listed Issuer is not in compliance (e.g. has not filed required financial statements), add “except as follows:” and provide details.


April 15, 2011 (2011) 34 OSCB 4729

FORM 8

NOTICE OF ACQUISITION


Trading Symbol:

Date:


Date of news release announcing acquisition:

Closing market price on the day prior to the date of this notice:

Total number of securities issued and outstanding as of the date of this notice:

Describe the assets to be acquired. The description must be sufficiently detailed that a reader will understand the transactionwithout reference to any other material:

Describe the acquisition, including the date, the parties and the terms of the transaction. The description must be sufficientlydetailed that a reader will understand the transaction without reference to any other material:

Describe how the purchase price was determined (e.g. arm’s length negotiations, special committee of the Board, etc.):

Provide details of any valuation or appraisal of the subject of the acquisition known to the Listed Issuer:

Provide the following information concerning the acquisition:

Type of security1


Percentage of the number of listed securities outstanding prior to the acquisition3

Price per security4


ProspectusExemption


If the securities are Listed Securities with different particulars (e.g. flow through shares, special warrants), describe:


common shares, etc.). Indicate whether the securityholders have voting rights in all or certain circumstances. 2 If not determined, provide highest and lowest number contemplated. 3 Calculate on a partially diluted basis assuming all of the securities issued in connection with the acquisition are exercised or converted, but

no other holders of convertible securities. 4 If not determined, provide a price range. 5 For convertible securities, include the conversion or exercise price and terms, expiry date, number of listed securities issuable on



April 15, 2011 (2011) 34 OSCB 4730

Provide the following information with respect to direct or indirect participation by any related person or person who will become a related person on closing of the acquisition:6

Name Holding prior to acquisition 7

Percentage of outstanding8 prior to acquisition

Number of securities to be acquired

Holding following the acquisition 9


following acquisition

Give full particulars of any direct or indirect involvement by related persons in the offering not disclosed above (including receipt of any brokerage or finder’s fees or receipt of any proceeds):



Cashcompensation


Othercompensation


Expiry date

If the securities to be issued are only partial consideration for the acquisition, describe the additional consideration. Include any future payments or expenditures the issuer may be required to make under the acquisition agreement:

CERTIFICATE






Position Date


Exchange approval prior to closing. The purchase by the person may close in escrow pending receipt of Exchange Approval. 7 List separately securities held and securities to be issued on conversion of any securities held. 8 Calculate on a partially diluted basis assuming the person converts or exercises all convertible securities held, but no other holders do. 9 List separately securities held and securities to be issued on conversion of any securities held. 10 Calculate on a partially diluted basis assuming the person converts or exercises all convertible securities held, but no other holders do. 11 If the Listed Issuer is not in compliance (e.g. has not filed required financial statements), add “except as follows:” and provide details.


April 15, 2011 (2011) 34 OSCB 4731

FORM 9

NOTICE OF OPTION GRANT OR AMENDMENT


Trading Symbol:

Date:

Number of Securities Issued and Outstanding as of the Date of This Notice:

1. OPTION GRANTS

Provide the following information for each option grant:

Name of Optionee

Position with Issuer

Date of Grant (YYYY-MM-DD)

No. of shares in option grant

Exercise price

Closing Market Price the day prior to the grant

Total number of options held

Provide the following information for all outstanding options, including those listed above:

Total number of optioned shares

Percentage of the number of listed securities outstanding prior to the date of this notice1

Exercise prices2 Expiry dates3



Cashcompensation


Othercompensation


Expiry date

2. ADDITIONAL INFORMATION

If shareholder approval is required for the option grant, state when the approval was or is expected to be given:

1 Calculate on a partially diluted basis assuming all of the optionees exercise their options, but no other holders of convertible securities do. 2 Give the number exercisable at each price (e.g. 10,000 @ 10.25 and 5,000 @ 10.36) 3 Give the number for each date (e.g. 10,000 on June 30, 2011 and 5,000 on June 30, 2012)


April 15, 2011 (2011) 34 OSCB 4732

CERTIFICATE The undersigned certifies that:





Position Date

4 If the Issuer is not in compliance (e.g. has not filed required financial statements), add “except as follows:” and provide details.


April 15, 2011 (2011) 34 OSCB 4733

FORM 10

NOTICE OF ISSUER BID


Trading Symbol:

Date:

Date of news release announcing the issuer bid:

Number of securities issued and outstanding as of the date of this notice:

Describe the issuer bid:

Normal Course:

Substantial:

Maximum number of shares to be acquired under the bid:

Percentage that number represents of the issued and outstanding securities as of the date of this notice:

Price:1

Expiry date of the bid:

Describe any agreements to tender to the bid:

Give full particulars of any direct or indirect involvement by related persons in the bid (including receipt of any brokerage orfinder’s fees):

1 If the securities are to be purchased at market price, state “market price [subject to a maximum of $X]”. If the price is to be determined by

auction, describe the auction process.


April 15, 2011 (2011) 34 OSCB 4734

CERTIFICATE The undersigned certifies that:


2. To the best of the undersigned’s knowledge after reasonable inquiry, the Listed Issuer is in compliance with applicable securities legislation and Alpha Requirements and will conduct the issuer bid in compliance with applicable securities legislation;2 and



Position Date



April 15, 2011 (2011) 34 OSCB 4735

FORM 11

NOTICE OF SECURITIES EXCHANGE TAKE-OVER BID


Trading Symbol:

Date:

Date of news release announcing the take-over bid:

Number of securities issued and outstanding as of the date of this notice:

Describe the securities to be issued pursuant to the bid:

Maximum number of shares to be issued under the bid:

Percentage that number represents of the issued and outstanding securities as of the date of this notice:

Price:1

Expiry date of the bid:

Describe any agreements to tender to the bid:

Give full particulars of any direct or indirect involvement by related persons in the bid (including holding shares of the bid target and receipt of any brokerage or finder’s fees):

1 If the securities are to be purchased at market price, state “market price [subject to a maximum of $X]”.


April 15, 2011 (2011) 34 OSCB 4736

CERTIFICATE



2. To the best of the undersigned’s knowledge after reasonable inquiry, the Issuer is in compliance with applicable securities legislation and Alpha Requirements and will conduct the take-over bid in compliance with applicable securities legislation;2 and



Position Date



April 15, 2011 (2011) 34 OSCB 4737

FORM 12

NOTICE OF ADDITIONAL LISTING


Trading Symbol:

Date:


Date of news release announcing the transaction that is the subject of this notice:


Total number of shares issued and outstanding as of the date of this notice:

Describe the particulars of the issuance (e.g. stock dividend):

Provide the following information concerning the share issuance:

Type of security1


Percentage of the number of listed securities outstanding as of the date of this notice3

Price per security4


ProspectusExemption

If the securities are listed securities with different particulars (e.g. flow through shares, special warrants), describe:


common shares, etc.). Indicate whether the securityholders have voting rights in all or certain circumstances. 2 If not determined, provide highest and lowest number contemplated. 3 Calculate on a partially diluted basis assuming all of the securities issued in connection with the acquisition are exercised or converted, but

no other holders of convertible securities. 4 If not determined, provide a price range. If no consideration is received (e.g. for a stock dividend) enter “0.”


April 15, 2011 (2011) 34 OSCB 4738

Provide the following information with respect to direct or indirect participation by any related person or person who will become a related person on closing of the transaction:5

Name Holding prior to transaction6

Percentage of outstanding7 prior to transaction

Number of securities to be acquired

Holding following the transaction 8


following transaction

Give full particulars of any direct or indirect involvement by related persons in the offering not disclosed above:

CERTIFICATE






Position Date


Exchange approval prior to closing. The purchase by the person may close in escrow pending receipt of Exchange Approval. 6 List separately securities held and securities to be issued on conversion of any securities held. 7 Calculate on a partially diluted basis assuming the person converts or exercises all convertible securities held, but no other holders do. 8 List separately securities held and securities to be issued on conversion of any securities held. 9 Calculate on a partially diluted basis assuming the person converts or exercises all convertible securities held, but no other holders do. 10 If the Issuer is not in compliance (e.g. has not filed required financial statements), add “except as follows:” and provide details.


April 15, 2011 (2011) 34 OSCB 4739

FORM 13

NOTICE OF STOCK SUBDIVISION (Stock Split)


Trading Symbol:

Date:


Date of news release announcing the subdivision:



Type of subdivision:

Push-out

Call in

Terms of the subdivision (e.g. 2 for 1, 1.5 for one, etc.):

If a push-out, record date for the subdivision:

If a push-out, expected date of mailing the share certificates:

If a call-in, expected date of mailing of letters of transmittal:


April 15, 2011 (2011) 34 OSCB 4740

CERTIFICATE






Position Date



April 15, 2011 (2011) 34 OSCB 4741

FORM 14

NOTICE OF STOCK CONSOLIDATION


Trading Symbol:

Date:


Date of news release announcing the consolidation:


Total number of shares outstanding after giving effect to the consolidation:

Terms of the consolidation (e.g. 1 for 10):

Describe the treatment of a holding less than required for a full share (e.g. rounding up, rounding down):

Date of shareholders’ meeting to approve the consolidation:

Record date for the consolidation:

CERTIFICATE






Position Date



April 15, 2011 (2011) 34 OSCB 4742

FORM 15

NOTICE OF RECLASSIFICATION (Other than By Stock Split or Consolidation)


Trading Symbol:

Date:


Date of news release announcing the reclassification:

Total number of securities issued and outstanding as of the date of this notice:

Total number of securities outstanding after giving effect to the reclassification:

Terms of the reclassification:

Describe the anticipated impact of the reclassification on the liquidity of the market for the listed security and on public securityholders’ voting rights and equity interest:

Date of security holders’ meeting to approve the reclassification:

Record date for the reclassification:

CERTIFICATE






Position Date



April 15, 2011 (2011) 34 OSCB 4743

FORM 16A

NOTICE OF NORMAL COURSE ISSUER BID


Trading symbol for the securities that are the subject of the bid:1

Date:


Date of news release announcing the bid:

Number of securities that are the subject of the bid outstanding:

Public float of the securities that are the subject of the bid:

Amount of securities that may be acquired under the bid: If the issuer has determined a specific number of shares, state it here. If not, state the amount as a percentage of the outstanding or public float, as the case may be.

Expiry: Give the date on which the bid will terminate, which cannot be more than one year from the date of this notice.

Method of acquisition: State on which exchange(s) purchases will be made.

Consideration: Describe any restrictions on the price the issuer will pay for securities, such as price, specific funds available, method of purchasing, etc.

Reasons for bid: State the reason or business purpose for the bid.

Valuation: Include a summary of any appraisal or valuation2 known to the directors or officers after reasonable inquiry of the issuer, its material assets or its securities in the previous two years, together with a statement of where and when a copy of theappraisal or valuation may be inspected.

Previous Purchases: Give details of any purchases by the Listed Issuer or persons acting jointly or in concert with the Listed Issuer of the securities that are the subject of the bid in the previous twelve months.

Identify any persons acting jointly or in concert with the Listed Issuer:

Participation by Related Persons: State the name of every director or senior officer of the Listed Issuer who intends to sell shares of the Listed Issuer during the course of the bid. Where their intention is known after reasonable inquiry, state the name

1 This notice may cover acquisitions of more than one class of listed securities. If this is the case, provide the information for each class of

securities that is the subject of the bid. 2 This includes independent and material non-independent valuations and appraisals.


April 15, 2011 (2011) 34 OSCB 4744

of every other Related Person of the Listed Issuer or person acting jointly or in concert with the Listed Issuer who intends to sell shares of the Listed Issuer during the course of the bid:

Benefits to Related Persons: State any direct or indirect benefits any person named in the previous section will receive from selling or not selling shares of the Listed Issuer during the bid. An answer is not required if the benefit will be the same as the benefit to any other shareholder who sells or does not sell during the bid.

CERTIFICATE



2. To the best of the undersigned’s knowledge after reasonable inquiry, the Listed Issuer is in compliance with applicable securities legislation and Exchange requirements;3

3. There is no material information concerning material changes or plans or proposals for material changes in the affairs of the Listed Issuer that have not been previously disclosed; and



Position Date



April 15, 2011 (2011) 34 OSCB 4745

FORM 16B

NOTICE OF NORMAL COURSE ISSUER BID PURCHASES1


Trading symbol for the securities that are the subject of the bid:2

Date:

Date of filing of Form 16A in connection with the bid:

Listed Issuer’s Broker:3

Number of securities purchased during the previous month: State the total number of securities purchased and specify on which exchange(s) the purchases were made. Specify whether purchases were made using the block purchase exemption.

Number of securities purchased during the course of the bid: State the total number of securities purchased under the bid to the end of the calendar month covered by this notice.

CERTIFICATE



2. To the best of the undersigned’s knowledge after reasonable inquiry, the Listed Issuer is in compliance with applicable securities legislation and Exchange requirements;4 and



Position Date

1 This notice is used to report purchases in the previous calendar month. 2 This notice may cover acquisitions of more than one class of listed securities. If this is the case, provide the information for each class of

securities that is the subject of the bid. 3 If the Listed Issuer changed brokers during the period covered by this notice, provide the names of both brokers and state the date on

which the change occurred. 4 If the Issuer is not in compliance (e.g. has not filed required financial statements), add “except as follows:” and provide details.


April 15, 2011 (2011) 34 OSCB 4746

FORM 17

NOTICE OF SIGNIFICANT TRANSACTION


Trading Symbol:

Date:


Date of news release announcing acquisition:

Describe the transaction. The description must be sufficiently detailed that a reader will understand the transaction without reference to any other material:

Describe the consideration. Include any future payments or expenditures the issuer may be required to make under the acquisition agreement:

Describe how the value of the consideration was determined (e.g. special committee of the Board, third party valuation, etc.):

If the transaction is an acquisition, provide details of any valuation or appraisal of the subject of the acquisition:

Give full particulars of any direct or indirect involvement by related persons in the transaction not disclosed above (includingreceipt of any brokerage or finder’s fees or receipt of any proceeds):



CashCompensation

SecuritiesCompensation

OtherCompensation

Exercise Price of any Convertible Security

Expiry Date


April 15, 2011 (2011) 34 OSCB 4747

CERTIFICATE



2. To the best of the undersigned’s knowledge after reasonable inquiry, the Listed Issuer is in compliance with applicable securities legislation and Exchange requirements;1 and



Position Date



April 15, 2011 (2011) 34 OSCB 4748

APPENDIX C

ALPHA EXCHANGE INC. TRADING POLICIES

(the “TRADING POLICIES”)

CONTENTS

PART I. Definitions and Interpretations 1.1. Definitions 1.2. Interpretation

PART II. Application of Policies and Authority of Alpha 2.1. Application of policies 2.2. Exercise of powers 2.3. General Exemptive Relief 2.4. No waiver of rights 2.5. Anti-avoidance

PART III. Membership 3.1. Qualification for becoming a Member 3.2. Application and approval 3.3. Authorized Representative 3.4. Payment of fees, etc. 3.5. Continuing SRO Membership 3.6. Notifications 3.7. Maintaining Records 3.8. Training 3.9. Voluntary Surrender 3.10. Automatic suspension 3.11. Discretionary Suspension 3.12. Termination by Alpha 3.13. Automatic Termination 3.14. Effect of Suspension or Termination

PART IV. Access to Trading 4.1. Approved Traders 4.2. Access 4.3. Sponsoring Member Supervisory Responsibilities 4.4. Contents of agreement with DMA Eligible Clients 4.5. Termination of Sponsored Access

PART V. Governance of Trading Sessions 5.1. Market Integrity and General Compliance Requirement 5.2. Times of Sessions 5.3. Changes to Trading Sessions 5.4. Trades or Queries Outside of Trading Session Hours 5.5. Trading Halts 5.6. Exceeding Price Band Parameters (Price Band Limits) 5.7. General Capacity Thresholds to Achieve Performance 5.8. Cancellation and Correction of Trades by Alpha


April 15, 2011 (2011) 34 OSCB 4749

5.9. Error Corrections Requested by Member 5.10. Order Types 5.11. Account Types 5.12. Crosses 5.13. Specialty Price Crosses 5.14. Bypass Order 5.15. Cancel on Disconnect 5.16. Self Trade Management 5.17. Trades on a “When-Issued” Basis 5.18. Advantage Goes with Securities Sold 5.19. Foreign Currency Trading 5.20. Unattributed Orders 5.21. Display of Orders 5.22. Opening Call 5.23. Delayed Openings 5.24. Establishing Price and Time Priority 5.25. Allocation of Trades 5.26. Closing Call 5.27. Additional Closing Call 5.28. Closing Price Adjustment 5.29. Eligible Securities Trade at ACP

PART VI. Market Makers and Odd Lot Dealers 6.1. Appointment of Market Makers 6.2. Responsibilities of Market Makers in Their Assigned Securities 6.3. Termination of Responsibilities 6.4. Notification 6.5. Transition 6.6. Appointment of Odd Lot Dealers 6.7. Assignment of Securities 6.8. Responsibilities of Odd Lot Dealer in their Assigned Securities 6.9. Termination of Responsibilities 6.10. Notification 6.11. Transition of an Odd Lot Book 6.12. Sessions, Dates and Times 6.13. Continuous Trading Session. 6.14. Opening Session 6.15. Closing Session 6.17. Assessment of Performance 6.18. Unfair Trading in Odd Lots

PART VII. Clearing and Settlement 7.1. Clearing and Settlement 7.2. Settlement of Alpha Trades 7.3 Settlement of Alpha Trades of Alpha Listed Securities 7.4. Corners 7.5. When Security Disqualified, Suspended or No Fair Market 7.6. Failed Trades in Rights, Warrants and Instalment Receipts 7.7. Defaulters 7.8. Delivering Member Responsible for Good Delivery Form 7.9 Delisted Securities

Part VIII. Order Protection 8.1 Implementation of the Order Protection Rule (OPR) 8.2 The Trade Through Management (TTM) Service 8.3 Directed Action Order (DAO) 8.4 Participation and Connectivity in Other Marketplaces (1) Access to Marketplaces (2) Order Routing When a Service is Not Available (3) Trading Halts (4) Exclusion of a Marketplace and Self Help


April 15, 2011 (2011) 34 OSCB 4750

8.5 TTM Service (1) Member’s Choice (2) TTM Routing Strategy 8.6 Executions

PART IX. Application of UMIR 9.1 Application

PART X. Appeals 10.1 Appeals of Decision

PART XI. Administration 11.1 Method of Notifications 11.2 Computation of Time 11.3 Waiver of Notice 11.4 Omission or Errors in Giving Notice 11.5 Withdrawal of Approval and Changes in Alpha Requirements 11.6 Contact Information


April 15, 2011 (2011) 34 OSCB 4751

PART I. Definitions and Interpretations

1.1. Definitions

(1) Unless otherwise defined or interpreted or the subject matter or context otherwise requires, every term used in Alpha Requirements that is defined or interpreted in

(a) Ontario securities law,

(b) UMIR, or

(c) IIROC Rules,

has the same meaning in these Trading Policies.

(2) The following terms have the meanings set out when used in the Alpha Requirements and apply to the trading of both Alpha Listed Securities and Other Traded Securities unless otherwise specified:

Alpha The recognized exchange which provides a marketplace for Alpha Listed Securities and Other Traded Securities on Alpha.

Alpha Approval Any approval given by Alpha under the Alpha Requirements.

Alpha Best Bid and Offer (ABBO)

In respect of a particular security, the best bid, the highest price and its corresponding volume that a Member has published to buy, and the best offer, the lowest price and its corresponding volume that a Member has published to sell, in the Alpha CLOB.

Alpha Closing Price or (ACP)

The CCP for an Alpha Listed Security unless it exceeds parameters established by Alpha. The Alpha Closing Price for Other Traded Securities will be adjusted overnight to reflect the closing price on the principal market as established in UMIR.

Alpha Last Sale Price (ALSP)

The price at which the last trade of a Board Lot was executed on Alpha, other than a Special Terms trade.

Alpha Listed Security

Securities listed by and traded on Alpha.

Alpha Requirements

Alpha Requirements include the following:

1. These Trading Policies;

2. The Alpha Exchange Listing Handbook;

3. Obligations arising out of the Member Agreement or any Listing Forms;

4. Any forms issued pursuant to these Trading Policies or the Alpha Exchange Listing Handbook;

5. UMIR; and

6. Ontario securities law, and any decision thereunder as it may be amended, supplemented and in effect from time to time.


April 15, 2011 (2011) 34 OSCB 4752

Alpha Systems The electronic systems operated by Alpha for providing all facilities and services related to the trading of Alpha Listed Securities and Other Traded Securities on Alpha.

Approved Trader An employee of a Member who has been approved as a Trader, or an employee of a client of a Sponsoring Member who has been approved as a Trader.

Assigned Security

The particular Alpha Listed Security or Other Traded Security for which a Member has been appointed either the Market Maker or the Odd Lot Dealer.

Board The Board of Directors of Alpha and any committee of the Board of Directors to which powers have been delegated.

Board Lot A standard trading unit.

Bypass Cross A cross that has a bypass marker.

Bypass Order An order that has a bypass marker to indicate that it is:

(a) part of a designated trade; or

(b) to satisfy an obligation to fill an order imposed on a Member or DMA Eligible Client by any provision of UMIR or a Policy;

and that is entered on a protected marketplace to execute as against the disclosed volume on that marketplace prior to the execution or cancellation of the balance of the order.

Calculated Opening Price (COP)

A single price calculated for a security whereby the trading volume is maximized and the trading imbalance in minimized and is within parameters defined by Alpha in the opening call.

Calculated Closing Price (CCP)

A single price calculated for a security whereby the trading volume is maximized and the trading imbalance is minimized, and is within parameters defined by Alpha in the closing call.

Central Limit Order Book (CLOB)

The electronic book containing all Board Lot orders entered for execution in a continuous manner with price and priority rankings.

Clearing Corporation

CDS Clearing and Depository Services Inc. and any successor corporation or entity recognized as a clearing agency.

Directed Action Order (DAO)

A specific order type as defined in NI 23-101 that informs a marketplace that the order can be immediately carried out without delay or regard to any other better priced orders displayed by another marketplace.

Decision Any decision, direction, order, ruling, guideline or other determination of Alpha, or of the Market Regulator made in the administration of these Trading Policies.

DMA Eligible Client

A DMA Eligible Client is a client of a Member to which it provides sponsored access and that is:

1. A client that falls within the definition of “acceptable counterparties” or “acceptable institutions” or “regulated entities” as defined in the General Notes and Definitions section of the Joint Regulatory Financial Questionnaire and Report.

2. A client that is registered as a portfolio manager under the Securities Act of one or more of the Provinces of Canada.

3. A client that is a foreign broker or dealer (or the equivalent registration) registered with the appropriate regulatory body in the broker’s or dealer’s home jurisdiction and that is an affiliate of a Member acting for its own account, the accounts of other Eligible Clients or the accounts of its clients.

4. A client that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with the customer and falls into one of the following categories:


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(a) An insurance company as defined in section 2(13) of the U.S. Securities Act of 1933,

(b) An investment company registered under the U.S. Securities Act of 1933 or any business development company as defined in section 2(a)(48) of that Act,

(c) A small business investment company licensed by the U.S. Small Business Administration under section 301 (c) or (d) of the U.S. Small Business Investment Act of 1958,

(d) plan established and maintained by a U.S. state, its political subdivisions, or any agency or instrumentality of a U.S. state or its political subdivisions, for the benefit of its employees,

(e) An employee benefit plan within the meaning of Title I of the U.S. Employee Retirement Income Securities Act of 1974,

(f) A trust fund whose trustee is a bank or trust company and whose participants are exclusively plans of the types identified in (d) or (e) above, except trust funds that include as participants individual retirement accounts or U.S. H.R. 10 plans,

(g) A business development company as defined in section 202(a)(22) of the U.S. Investment Advisers Act of 1940,

(h) An organization described in section 501 (c)(3) of the U.S. Internal Revenue Code, corporation (other than a bank as defined in section 3(a)(2) of the U.S. Securities Act of 1933 or a savings and loan association or other institution referenced in section 3(a)(5)(A) of the U.S. Securities Act of 1933 or a foreign bank or savings and loan association or equivalent institution), partnership or Massachusetts or similar business trust, and

(i) An investment adviser registered under the U.S. Investment Advisers Act.

5. A client that is a dealer registered pursuant to section 15 of the U.S. Securities Exchange Act of 1934, acting for its own account or the accounts of other Eligible Clients, that in the aggregate owns and invests on a discretionary basis at least $10 million of securities of issuers that are not affiliated with the dealer, provided that securities constituting the whole or a part of an unsold allotment to or subscription by a dealer as a participant in a public offering shall not be deemed to be owned by such dealer.

6. A client that is an investment company registered under the U.S. Investment Company Act, acting for its own account or for the accounts of other Eligible Clients, that is part of a family of investment companies which own in the aggregate at least $100 million in securities of issuers, other than issuers that are affiliated with the investment company or are part of such family of investment companies and, for these purposes, “family of investment companies” means any two or more investment companies registered under the U.S. Investment Company Act, except for a unit investment trust whose assets consist solely of shares of one or more registered investment companies, that have the same investment adviser (or, in the case of unit investment trusts, the same depositor), provided, for these purposes:

(a) Each series of a series company (as defined in Rule 18f-2 under the U.S. Investment Company Act) shall be deemed to be a separate investment company; and

(b) Investment companies shall be deemed to have the same adviser (or depositor) if their advisers (or depositors) are majority-owned subsidiaries of the same parent, or if one investment company’s adviser (or depositor) is a majority owned subsidiary of the other investment company’s adviser (or depositor).


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7. A client, all of the equity owners of which are Eligible Clients, acting for its own account or the accounts of other Eligible Clients.

8. A client that is not an individual, with total securities under administration or management exceeding $10 million, where the client is a resident in a Basel Accord country as defined in the General Notes and Definitions section of the Joint Regulatory Financial Questionnaire and Report.

9. A client that is a bank as defined in section 3(a)(2) of the U.S. Securities Act of 1933, or any savings and loan institution or other institution as referenced in section 3(a)(5)(A) of the U.S. Securities Act of 1933, acting for its own account or the accounts of other Eligible Clients, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with it and that has an audited net worth of at least $25 million.

IIROC The Investment Industry Regulatory Organization of Canada.

IIROC Rules UMIR and IIROC’s dealer member rules.

Intentional Cross A trade resulting from the entry by a Member or DMA Eligible Client of both the order to purchase and the order to sell a security, but does not include a trade in which the Member has entered one of the orders as a jitney order.

Internal Cross An Intentional Cross between two accounts which are managed by a single firm acting as a portfolio manager with discretionary authority to manage the investment portfolio granted by each of the holders of the accounts and includes a trade in respect of which the Member or DMA Eligible Client is acting as a portfolio manager in authorizing the trade between the two accounts.

Market Maker The Member or Members appointed as a market maker for a particular Alpha Listed Security.

Market Maker Approved Trader

The Approved Trader, given responsibility to fulfill a Market Maker’s responsibilities under these Trading Policies.

Market Regulator IIROC or such other person recognized by the Ontario Securities Commission as a Regulation Services Provider for the purposes of Ontario securities law and which has been retained by Alpha as an acceptable Regulation Services Provider.

Member A member approved by Alpha to access the Alpha Systems, provided such access has not been terminated.

MemberAgreement

The agreement entered into between Alpha and a Member which sets out the terms and conditions of the Member’s access to the Alpha Systems.

Mixed Lot An order containing at least one Board Lot and an Odd Lot.

National Best Bid and Offer (NBBO)

The best bid and best offer of at least a Board Lot on all visible marketplaces, but does not include special terms orders.

National Cross A cross entered during the continuous trading session which at the time of entry was at or within the NBBO.

National Last Sale Price (NLSP)

The most recent trade of at least a Board Lot on any marketplace, other than a special terms trade.

Notice A communication or document given, delivered, sent or served by Alpha.

Odd Lot Any amount less than a Board Lot.

Odd Lot Approved Trader

The Approved Trader, given responsibility to fulfill an Odd Lot Dealer’s responsibilities under these Trading Policies.

Odd Lot Dealer A Member appointed as an Odd Lot Dealer for a particular security.

Odd Lot Order Book (OLOB)

The electronic book containing all Odd Lot orders.


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Order Protection Rule (OPR)

NI 23-101, which sets out the requirements that ensure that all immediately accessible, visible, better-priced limit orders are executed before inferior-priced limit orders and are not traded through. OPR requires each marketplace to establish, maintain and ensure compliance with written policies and procedures that are reasonably designed to prevent trade-throughs on that marketplace.

OtherMarketplace

An exchange, quotation and trade reporting system, or alternative trading system other than Alpha, which is subject to UMIR, on which any of the same securities as are tradable on Alpha are tradable, which has been identified as a Protected Marketplace by an applicable regulatory authority, excluding marketplaces which Alpha specifically identifies as an excepted Other Marketplace.

Other Traded Security (OTS)

A security listed by a stock exchange other than Alpha and traded on Alpha.

Person Includes without limitation a corporation, incorporated syndicated or other incorporated organization, sole proprietorship, partnership or trust.

Related Entity2 A Person that is

1. an affiliated entity of a Member, or

2. a control person of a Member or of which the Member is a control person,

and that carries on as a substantial part of its business in Canada that of a broker, dealer or advisor in securities and that is not itself a Member.

Related Person3 A Related Person is:

1. A Related Entity,

2. An employee of a Member or a Related Entity,

3. Partners, directors and officers of a Member or Related Entity, and

4. Any other Person designated by Alpha.

Retail Customer Is defined in accordance with Rule 1 of IIROC’s dealer member rules.

Settlement Day Any day on which trades may be settled through the facilities of the Clearing Corporation.

Sponsoring Member

A Member that provides a DMA Eligible Client with access to the Alpha Systems.

Trading Contract Any agreement or contract:

1. To buy or sell any Alpha Listed Security or OTS through Alpha’s facilities; or

2. For delivery of, or payment for, any Alpha Listed Security or OTS (or security which was an Alpha Listed Security or OTS when the contract was made) arising from settlement through the Clearing Corporation.

Trading Policies These Alpha Exchange trading policies, as they may be amended or supplemented from time to time.

TTM Service The service used by Alpha to route designated orders, in part or in whole, to Other Marketplaces with the objective of complying with the Order Protection Rule (NI 23-101) to not trade through displayed better priced orders on such marketplaces.

UMIR The Universal Market Integrity Rules adopted by IIROC as amended, supplemented and in effect from time to time

2 Note that this definition is being used for the purposes of these Trading Policies and may differ from definitions used by other parties. 3 Note that this definition is being used for the purposes of these Trading Policies and may differ from definitions used by other parties.


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1.2. Interpretation

(1) A company is an affiliate of another company if one of them is a subsidiary of the other or if both are subsidiaries of thesame company or if each of them is controlled by the same Person.

(2) The division of Alpha Requirements into separate policies, divisions, sections, subsections and clauses and the provision of a table of contents, headings and notes is for convenience of reference only and shall not affect the construction or interpretation of Alpha Requirements.

(3) The words “hereof,” “herein,” “hereby,” “hereunder” and similar expressions mean the whole of these Trading Policies and not simply the particular section of the Trading Policies in which the term is mentioned, unless the context clearly indicates otherwise.

(4) The word “or” is not exclusive.

(5) The word “including,” when following any general statement or term, does not limit the meaning of the general statement or term to the specific matter immediately following the statement or term.

(6) Unless otherwise specified, any reference to a statute includes that statute and the regulations made pursuant to that statute, with all amendments made and in force from time to time, and to any statute or regulation that supersedes that statute or regulation.

(7) Unless otherwise specified, any reference to a rule, policy, blanket order or instrument includes all amendments made and in force from time to time, and to any rule, policy, blanket order or instrument that supersedes that rule, policy, blanket order or instrument.

(8) Grammatical variations of any defined term have the same meaning.

(9) Any word imputing gender includes the masculine, feminine and neuter genders.

(10) Any word in the singular includes the plural and vice versa.

(11) All references to time in Alpha Requirements are to Toronto time unless otherwise stated.

(12) All references to currency in Alpha Requirements are to Canadian dollars unless otherwise stated.

(13) All provisions of these Trading Policies apply to the trading of both Alpha Listed Securities and Other Traded Securities unless otherwise specified.

PART II. Application of Policies and Authority of Alpha

2.1. Application of policies

(1) Members and Related Persons must comply with all applicable Alpha Requirements when trading on Alpha.

(2) Alpha may take disciplinary action against any Member or Related Person who violates any Alpha Requirement.

2.2. Exercise of powers

(1) Unless otherwise expressly provided, whenever Alpha is given any power, right, exercise of discretion or entitlement to take action in respect of Alpha Requirements, the same may be exercised by the Board, any Committee of the Board, the appropriate officers of Alpha or any committee or person designated by the Board or the CEO of Alpha, including the Market Regulator.

(2) Unless the subject matter or context otherwise requires, any action taken by a Person under subsection (1) is subject to the overall authority of the Board.

2.3. General Exemptive Relief

(1) Alpha may exempt any Member from the application of any Alpha Requirement, if in the opinion of Alpha, the provision of such exemption:


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a. Would not be contrary to the provisions of the Securities Act (Ontario) and the rules and regulations thereunder or UMIR;

b. Would not be prejudicial to the public interest or to the maintenance of a fair and orderly market; and

c. Is warranted after due consideration of the circumstances.

2.4. No waiver of rights

(1) Failure by Alpha or the Market Regulator to exercise any of its rights, powers or remedies under Alpha Requirements or their delay to do so is not a waiver of those rights, powers or remedies.

(2) The single or partial exercise of a right, power or remedy does not in any way limit the ability of Alpha or the Market Regulator to exercise that right, power or remedy.

(3) Any waiver of a right, power or remedy must be in writing and may be general or particular in its application.

2.5. Anti-avoidance

(1) If, in the opinion of Alpha, a Member has organized its business and affairs for the purpose of avoiding the application of any Alpha Requirement, Alpha may apply such Alpha Requirement to the Member in the same manner as if such provision had directly applied to such Member.

PART III. Membership

DIVISION 1 — APPROVAL

3.1. Qualification for becoming a Member

(1) An applicant must

(a) be a dealer member of IIROC (or any successor recognized as a self regulatory entity or comparable self-regulatory entity) in good standing;

(b) be a participant of the Clearing Corporation or have entered into an arrangement for the clearing and settlement of trade with a participant in the Clearing Corporation; and

(c) meet Alpha Requirements, including completion of a Member Agreement.

(2) A Member is authorized to trade both Alpha Listed Securities and OTSs on Alpha.

(3) Membership is not transferable or assignable.

(4) Membership is solely an authorization to have access to Alpha Systems and to trade on Alpha and does not confer any ownership or shareholder rights.

3.2. Application and approval

(1) An applicant for membership shall submit:

(a) a completed Member Agreement; and

(b) such books and records as may be reasonably required by Alpha to ascertain relevant facts bearing on the applicant’s qualifications or activities on the Alpha Systems.

(2) Alpha may:

(a) approve an applicant for membership without condition,

(b) defer approval pending receipt of further information concerning the applicant,


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(c) approve a Person as a Member subject to such terms and conditions as are appropriate or necessary to ensure compliance with Alpha Requirements, or

(d) refuse the application for such factors it considers relevant, including

(i) past or present misconduct by the applicant or any Related Person,

(ii) the applicant or any Related Person refuses to comply with Alpha Requirements,

(iii) the applicant is not qualified by reason of integrity, solvency, training or experience, or

(iv) such approval is otherwise not in the public interest.

(3) An applicant that is approved subject to conditions or is rejected may appeal the Decision using the procedures set out in Part 10.

(4) Subject to the exercise of a right of appeal, a rejected applicant may not reapply for a period of six months following thedate of refusal.

DIVISION 2 — CONTINUING REQUIREMENTS

3.3. Authorized Representative

(1) Each Member must appoint a senior officer, director or partner as its representative who shall be named in the Member Agreement.

(2) The representative shall:

(a) have authority to speak for the Member in dealings with Alpha; and

(b) serve as primary contact to Alpha on inquiries regarding the conduct and supervision of the Member’s Approved Traders and DMA Eligible Clients.

(3) A Member must give Alpha notice of a change of its representative at least 10 business days prior to the change unless circumstances make this impossible, in which case notice must be given as soon as possible.

3.4. Payment of fees, etc.

(1) Members must pay all fees and charges fixed by Alpha and the Market Regulator, which are due and payable as Alpha or the Market Regulator require from time to time.

(2) Alpha may at any time, and from time to time, on not less than 30 days’ Notice to Members, increase any or all fees or charges. Alpha may decrease fees by providing Members with Notice of such a change within 30 days prior to the effective date of the change.

(3) Alpha may suspend without further notice a Member that has not paid any fees or charges within 30 days of becoming payable, and such suspension shall remain in place until all outstanding fees and charges have been paid by the Member.

3.5. Continuing SRO Membership

(1) A Member that ceases to comply with the requirements of Section 3.1(1) must notify Alpha immediately.

(2) A Member must inform Alpha immediately if it ceases to be a member of, is being investigated by, or is subject to an enforcement action (a hearing has been scheduled) by a recognized self-regulatory organization.

(3) If a Member ceases to be a member of IIROC (or any successor recognized as a self regulatory entity or comparable self-regulatory entity), it shall be terminated as a Member of Alpha. In such case, the Member may reapply for membership with Alpha upon becoming reinstated as a member of IIROC, by following the procedures set forth in Section 3.2.

(4) Alpha may from time to time review the continued eligibility of a Member for membership.


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3.6. Notifications

(1) A Member must give Alpha written notice of:

(a) a change of its name or the name under which it does business; or

(b) a change in the address of its head office.

(2) The Member must give such notice at least 10 business days prior to the change.

3.7. Maintaining Records

(1) The Member shall be responsible for maintaining any required records relating to transactions sent and received by it on the Alpha Systems. For the purpose of this section records relating to transactions will include all information directly or indirectly relating to orders routed to the Alpha Systems or trades executed on the Alpha Systems.

3.8. Training

(1) The Member shall be responsible for developing and providing comprehensive training and materials with respect to applicable regulatory requirements relating to, among other things, the entry and trading of orders through Alpha and other Canadian marketplaces required to allow the Member to meet its obligations under applicable regulatory requirements, these Trading Policies and the Member Agreement.

DIVISION 3 — TERMINATION OF MEMBERSHIP

3.9. Voluntary Surrender

(1) A Member may resign its membership by giving not less than 30 days’ prior written notice.

(2) Alpha may postpone the effective date of termination if the Member

(i) is the subject of disciplinary proceedings or is under investigation for a failure to comply with Alpha Requirements, or

(ii) has any trades outstanding.

3.10. Automatic suspension

(1) A Member will be suspended immediately and without prior notice if any of the following events occur:

(a) the Member ceases to comply with the requirements of Section 3.1(1), paragraphs (b), (c) or (d);

(b) the Member is for any reason unable to meet its obligations as they generally become due;

(c) the Member has ceased paying its current obligations in the ordinary course of business as they become due;

(d) the aggregate of the property of the Member is not, at a fair valuation, sufficient, or if disposed of in a fairly-conducted sale under legal process, would not be sufficient to enable payment of all of its obligations due or becoming due; or

(e) continued access by the Member raises inappropriate risk to the operations of Alpha, financial risk to other Members, and/or market quality issues.

(2) The Member may, at Alpha’s discretion, be reinstated with or without any restrictions upon the Member demonstrating to Alpha’s satisfaction that:

(a) it now complies with all provisions of Section 3.1,

(b) if the Member has been suspended due to the occurrence of one or more of the events listed in paragraphs (b), (c), (d) or (e) of Section 3.10, such events have been remedied to Alpha’s satisfaction; and

(c) it otherwise meets the criteria for membership with Alpha.


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3.11. Discretionary Suspension

(1) Alpha may, in its sole and absolute discretion, suspend the Member’s access to the System for any period of time as Alpha believes is advisable. Alpha shall, where practical, provide prior written notification of such a suspension. Where the provision of prior written notice is impractical, Alpha shall promptly notify the Member that access has been suspended. In each case Alpha shall advise of the reasons for such suspension.

Commentary: Examples of situations where Alpha may exercise its discretion to suspend a Member include:

1. runaway algorithmic trading

2. continuous breaches of price band parameters unrelated to a market event

(2) The membership may, at Alpha’s discretion, be reinstated upon the Member demonstrating to Alpha’s satisfaction that the reasons for the suspension have been remedied.

3.12. Termination by Alpha

(1) Alpha may terminate a membership by giving not less than 5 days’ prior written notice if Alpha has concluded after reasonable investigation that the Member has

(a) failed to comply or is not in compliance with Alpha Requirements; or

(b) engaged in conduct, business or affairs that is unbecoming, inconsistent with just and equitable principles of trade or detrimental to the interests of Alpha.

3.13. Automatic Termination

(1) Alpha will terminate a membership without notice if:

(a) the Member has committed an act of bankruptcy as provided in the Bankruptcy and Insolvency Act (Canada);

(b) the Member defaults in, or fails to meet or admits its inability to meet its liabilities to the Canadian Investor Protection Fund or the Clearing Corporation or another Member; or

(c) Section 3.5(3) applies.

(2) A Member must give Alpha immediate notice on the occurrence of any act listed in subsection (1).

3.14. Effect of Suspension or Termination

(1) Upon suspension or termination, Alpha may at its discretion cancel all of the Member’s or former Member’s open orders or impose any other restrictions and/or conditions on the Member’s rights until the Member has been reinstated in accordance with Section 3.14(3) or Section 3.14(4).

(2) A Member that has been suspended or terminated or that has been deprived of some of the rights of membership under Alpha Requirements does not for that reason alone lose its rights in respect of any claims it may have against another Member unless such rights are expressly dealt with.

(3) A Member that has been suspended may have its rights to access reinstated, at Alpha’s discretion, upon providing evidence, satisfactory to Alpha in its sole discretion, that the reason for the suspension has been remedied.

(4) A Member that has had its membership terminated may, no sooner than six months after the date of the termination of membership, reapply for membership with Alpha by following the procedures set out in Section 3.2.

PART IV. Access to Trading

DIVISION 1 — APPROVED TRADERS

4.1. Approved Traders

(1) A Member must provide Alpha with the names and identifiers of all Approved Traders.


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(2) A Member must maintain a list of all Approved Traders and their identifiers for the preceding 7-year period.

(3) A Member must give Alpha written notice of additions or terminations of Approved Traders at least 10 business days prior to the change unless circumstances make such prior notice of a termination impossible, in which case notice must be given as soon as possible.

(4) The Member shall be responsible for all instructions entered, transmitted or received under an Approved Trader identifier, and for the trading and other consequences thereof.

4.2. Access

(1) A Member must not allow an employee to enter orders or crosses on Alpha if the person is not properly qualified in accordance with the requirements of a Market Regulator or securities regulatory authority.

(2) Alpha may suspend an Approved Trader’s access or approval without notice if it concludes after reasonable investigation that the Approved Trader is misusing the Alpha Systems or is causing a disorderly market.

(3) Alpha may suspend an Approved Trader’s access or approval by giving not less than 5 days’ prior written notice if Alpha has concluded after reasonable investigation that the Approved Trader has:

(a) failed to comply or is not in compliance with Alpha Requirements; or

(b) engaged in conduct, business or affairs that is unbecoming, inconsistent with just and equitable principles of trade or detrimental to the interests of Alpha.

(4) A Member must terminate an Approved Trader’s access to the Alpha Systems immediately upon receiving notice and must not reinstate access without Alpha’s written approval. If the Member fails to comply with this provision, Alpha shall have the right to take such action as it considers necessary, in its sole discretion, to prevent access to the Alpha Systems by any person, including the termination of the Member’s right to access the Alpha Systems in its entirety.

(5) Upon termination of an Approved Trader, Alpha may in its sole discretion cancel all open orders entered by that trader.

(6) A Member shall cease use of the Alpha Systems as soon as practicable after it is notified by Alpha of, or it otherwise becomes aware of or suspects, a technical failure or security breach of the Alpha Systems and shall immediately notify Alpha of such failure or breach of security in accordance with the notice provisions set out in these Trading Policies.

DIVISION 2 — DMA ELIGIBLE CLIENTS AND MEMBER-SPONSORED ACCESS

4.3. Sponsoring Member Supervisory Responsibilities

(1) If a Sponsoring Member provides access to the Alpha Systems to its DMA Eligible Clients, then prior to granting such access, the Sponsoring Member shall enter into a binding legal agreement with such DMA Eligible Client which contains, at a minimum, the terms set out in Schedule 5 to the Member Agreement and shall provide to Alpha any DMA Eligible Client documentation as requested by Alpha from time to time;

(2) A Sponsoring Member which enters into an agreement with a DMA Eligible Client to transmit orders received from the DMA Eligible Client in accordance with these Trading Policies shall exercise due diligence to ensure that each such DMA Eligible Client complies with all Alpha Requirements and shall put in place policies and procedures governing, and be responsible for, compliance with the Alpha Requirements with respect to the entry and execution of orders transmitted by DMA Eligible Clients through the Member.

(3) The Sponsoring Member shall have the ability to receive an immediate report of the entry and execution of orders entered by the DMA Eligible Client. The Sponsoring Member shall have the capability of rejecting orders that do not fall within the designated parameters of authorized orders for a particular DMA Eligible Client.

(4) The Sponsoring Member shall have procedures in place to ensure that DMA Eligible Clients use system interconnects and can comply with the Alpha Requirements and other applicable regulatory requirements.

(5) The eligibility of DMA Eligible Clients using system interconnects shall be reviewed at least annually by the Sponsoring Member.


April 15, 2011 (2011) 34 OSCB 4762

(6) In addition to all other account documentation, the Sponsoring Member shall ensure specifically that the Sponsoring Member or Alpha has the right, at any time and for any reason, including if compelled to do so by any regulatory authority or Alpha to discontinue receiving or processing orders which will be routed to the System from any DMA Eligible Client.

4.4. Contents of agreement with DMA Eligible Clients

(1) The agreement between the Sponsoring Member and the DMA Eligible Client must provide that:

(a) the DMA Eligible Client will only enter orders in compliance with Alpha Requirements and other applicable regulatory requirements respecting the entry and trading of orders;

(b) specific parameters defining the orders that may be entered by the DMA Eligible Client are stated, including restriction to specific securities or size of orders;

(c) the Sponsoring Member has the right to reject an order for any reason;

(d) the Sponsoring Member has the right to change or remove an order in the Alpha Systems and has the right to cancel any trade made by the DMA Eligible Client for any reason;

(e) the Sponsoring Member has the right to discontinue accepting orders from the DMA Eligible Client at any time without notice;

(f) the Sponsoring Member agrees to train the DMA Eligible Client in the Alpha Requirements dealing with the entry and trading of orders and other applicable Alpha Requirements; and

(g) the Sponsoring Member accepts the responsibility to ensure that revisions and updates to Alpha Requirements relating to the entry and trading of orders are promptly communicated to the DMA Eligible Client.

4.5. Termination of Sponsored Access

(1) Alpha may suspend a DMA Eligible Client’s access to Alpha Systems without notice if it concludes after reasonable investigation that the DMA Eligible Client has:

(a) misused the Alpha Systems or has caused a disorderly market;

(b) failed to comply or is not in compliance with Alpha Requirements; or

(c) engaged in conduct, business or affairs that is unbecoming, inconsistent with just and equitable principles of trade or detrimental to the interests of Alpha.

(2) A Sponsoring Member must terminate a DMA Eligible Client’s access to the Alpha Systems immediately upon receiving notice and must not reinstate access to Alpha Systems without Alpha’s written approval.

PART V. Governance of Trading Sessions

DIVISION 1 — GENERAL

5.1. Market Integrity and General Compliance Requirement

Each Member and each Approved Trader on Alpha shall comply with all Alpha Requirements.

5.2. Times of Sessions

(1) On each business day Alpha will be open for trading sessions.

(2) Alpha will determine from time to time the opening and closing times for each session and will publish the time of the sessions by Notice to Members.


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(3) The current trading sessions are:

(a) System open for queries

(b) Pre-opening until the opening call (Pre-Open)

(c) Opening Call

(d) Continuous trading from the opening call to the closing call (Continuous Trading)

(e) Closing Call

(f) Extended closing session from the closing call to the final closing call (Extended Closing)

(g) Final Closing Call

(h) Extended Trading session

5.3. Changes to Trading Sessions

(1) The CEO or in his or her absence any person designated by the CEO may at any time in the event of an emergency

(a) suspend all trading at any session or sessions or trading in any security during any session or sessions, or

(b) close, reduce, extend or otherwise alter the time of any session or sessions.

5.4. Trades or Queries Outside of Trading Session Hours

(1) No Member or DMA Eligible Client may make a bid, offer or transaction on Alpha or issue a commitment to trade on Alpha outside trading session hours.

(2) Members and DMA Eligible Clients have the ability to run queries on the Alpha Systems during and outside of trading session hours.

5.5. Trading Halts

(1) Alpha can initiate a trading halt based on certain external events at any time.

(2) The Market Regulator may initiate a trading halt due to market conditions, or to allow for the dissemination of material information by an issuer.

(3) Trading may be halted by Alpha or any applicable securities regulatory authority.

Commentary: Examples of circumstances when Alpha may halt trading include:

(a) Halt trading of a security to permit the dissemination of material news; or

(b) Halt trading of a security during a trading halt imposed by another marketplace to permit the dissemination of material news; or

(c) Halt trading in a security when Alpha determines that extraordinary market activity in the security is occurring, such as the execution of a series of transactions for a significant dollar value at prices substantially unrelated to the current market for the security, as measured by the NBBO; or

(d) other unusual conditions or circumstances detrimental to the maintenance of a fair and orderly market are present.

(4) Alpha can initiate two types of trading halts based on certain external events.

(a) During a “full” halt order entry, amendment and matching are not permitted, and orders can be cancelled.

(b) During a “no matching” halt, new orders can be entered and existing orders can be amended or cancelled, but no matching is permitted.


April 15, 2011 (2011) 34 OSCB 4764

(5) After a trading halt is lifted, the security enters a Pre-open phase allowing for order entry, amendment and cancellation, followed by an auction.

5.6. Exceeding Price Band Parameters (Price Band Limits)

(1) Alpha may determine price band parameters which set limits based on a variance from the ALSP or any other reference price.

(2) Alpha may change the price band parameters to adjust to changes in the markets or to events on a particular day.

(3) Alpha will publish the establishment of a price band parameter and any changes (other than those made for a temporary period to adjust to a particular event) before implementation.

(4) During the Continuous Trading session, if a tradable order would trade through the price band parameter or limit for a security, the order will trade up to the price band parameter and any remaining balance will be cancelled.

(5) Price band parameters do not affect execution of crosses and Special Terms trades.

5.7. General Capacity Thresholds to Achieve Performance

(1) Alpha may determine thresholds based on system capacity criteria.

(2) If a Member or DMA Eligible Client, directly or indirectly, exceeds the threshold, Alpha may take action to mitigate the impact.

5.8. Cancellation and Correction of Trades by Alpha

(1) Notwithstanding any other provision of these Trading Policies, Alpha has the right to change and/or cancel any Member order or trade that has not yet been submitted by Alpha to the clearing agency clearance and settlement process for the purposes of mitigating errors made in order execution and maintaining market quality. In situations where the Member is unaware of such a change or cancellation Alpha shall take reasonable steps to notify the Member prior to completing such a change or cancellation, where practicable, or promptly after it has occurred, where prior notice is impracticable

(2) Cancellation or correction of trades involving orders with regulatory markers (such as insider or significant shareholder) will follow the guidelines set out by the Market Regulator.

Commentary:

Decisions may require consultation with the Market Regulator and/or other marketplaces and the counterparties of the trade.

5.9. Error Corrections Requested by Member

(1) A Member may request to have a trade cancelled or changed.

Commentary:

Alpha has implemented processes for handling these requests, and has implemented price band parameters to minimize erroneous trades from occurring. Alpha will publish Information regarding the price band parameters so that Members can efficiently manage risks due to erroneous trades.

(2) Trade Cancellations or Amendments at the Opening:

(a) Requests by Members for cancelling trades that occurred at the opening. Upon request of a Member, Alpha will cancel a trade with the consent of both parties to the trade or after consultation with the Market Regulator. The trader can: (i) attempt to get the consent of the party on the other side to cancel the trade, (ii) request Alpha to seek consent from the contraparty, or (iii) call the Market Regulator and request it to instruct Alpha to cancel the trade.

(b) Requests by Members to amend or correct a trade at the opening. Upon request by a Member, Alpha will grant a request to change the price or increase the volume of a trade with the consent of both parties to the trade and the consent of a representative of the Market Regulator, or after consultation with the Market Regulator. Alpha will grant a request to decrease the volume of a trade with the consent of both parties to the


April 15, 2011 (2011) 34 OSCB 4765

trade or upon instructions of the Market Regulator. The trader can: (i) attempt to get the consent of the party on the other side to cancel the trade, (ii) request Alpha to seek consent from the contraparty, or (iii) call the Market Regulator and request it to instruct Alpha to amend or correct the trade.

(3) Trade Cancellations or Amendments during Continuous Session:

(a) Requests by Members for cancelling trades that occurred during the continuous trading session. Upon request of a Member, Alpha will cancel a trade with the consent of both parties to the trade or after consultation with the Market Regulator. The trader can: (i) attempt to get the consent of the party on the other side to cancel the trade, (ii) request Alpha to seek consent from the contraparty, or (iii) call the Market Regulator and request it to instruct Alpha to cancel or correct the trade.

(b) Requests by Members to amend or correct a trade during the continuous trading session. Upon request of a Member, Alpha will grant a request to change the price or increase the volume of a trade with the consent of both parties to the trade and the Market Regulator, or upon instructions of a representative of the Market Regulator. Alpha will grant a request to decrease the volume of a trade with the consent of both parties to the trade or upon instructions of the Market Regulator. The trader can: (i) attempt to get the consent of the party on the other side to cancel the trade, (ii) request Alpha to seek consent from the contraparty, or (iii) call the Market Regulator and request it to instruct Alpha to cancel or correct the trade.

(4) Trade Cancellations or Amendments at the Closing Auction

(a) Requests by Members for cancelling trades that occurred at the closing. Upon request of a Member, Alpha will cancel a trade with the consent of both parties to the trade or after consultation with the Market Regulator. The trader can: (i) attempt to get the consent of the party on the other side to cancel the trade, (ii) request Alpha to seek consent from the contraparty, or (iii) call the Market Regulator and request it to instruct Alpha to cancel or correct the trade.

(b) Requests by Members to amend or correct a trade at the closing. Upon request of a Member, Alpha will grant a request to change the price or increase the volume of a trade with the consent of both parties to the trade and after consultation with the Market Regulator. Alpha will grant a request to decrease the volume of a trade with the consent of both parties to the trade or upon instructions of the Market Regulator. The trader can: (i) attempt to get the consent of the party on the other side to cancel the trade, (ii) request Alpha to seek consent from the contraparty, or (iii) call the Market Regulator and request it to instruct Alpha to cancel or correct the trade.

(5) Requests by Members for trade cancellations or amendments on T+1 and T+2. Members must send requests for trade cancellations or amendments on T+1 or T+2, for trades executed on T, directly to the Clearing Corporation. Alpha cannot process these requests.

Commentary:

Market Regulator time limit. It is the Member’s obligation to promptly contact the Market Regulator if it wants to seek a decision from it regarding whether it will permit a cancellation or amendment. Generally the Market Regulator must be contacted within 30 minutes of the time of the trade.

DIVISION 2 — ORDER ENTRY

5.10. Order Types

All or None (AON) An order that may only be executed in full. The order remains in the CLOB with original time priority until it is able to be filled.

Fill or Kill (FOK) An order that is to be filled immediately in full or in part, with the unfilled quantity cancelled.

Fill and Kill (FAK) An order that is to be filled immediately in full, or cancelled.

Good for Day Order that is valid until it is fully filled or cancelled by the Member or DMA Eligible Client or until the end of the continuous trading session

Good for Extended Day

Order that is valid until it is fully filled or cancelled by the Member or DMA Eligible Client or until the end of the extended trading session


April 15, 2011 (2011) 34 OSCB 4766

Good till Cancel Order that remains valid until it is fully filled or is cancelled by the Member or DMA Eligible Client.

Good till Date Order that is valid until it is fully filled or cancelled by the Member or DMA Eligible Client or until a specified expiry date

Good till Time Order that is valid until it is fully filled or cancelled by the Member or DMA Eligible Client or until the specified expiry date and time

Inside Match (IM) Order with a limit price within the NBBO specified by a percentage (between 10% and 90%, in increments of 10%) of the spread that trades with PII orders immediately on entry. Any unfilled balance of an IM order is cancelled. Trades may occur at smaller price increments than the minimum quotation increments contained in UMIR.

Limit on Open (LOO) A Limit Order that is only available for execution at the opening call.

Limit Order An order to buy or sell a security at a price equal to, or better than, the specified limit price. An unfilled Limit Order entered during the Pre-Open session will be available for trading in the Continuous Trading session

Market on Close (MOC)

A Market Order participating only in the closing and executing at the CCP. MOC orders do not participate in the continuous trading session. MOC orders can be entered, modified and cancelled any time between 7:00 a.m. and the closing call. Any unfilled part of the order is killed after the Closing Call Note: MOC orders are currently being rejected

Market on Open (MOO)

A Market Order that is only available for execution at the Opening Call. Any unfilled MOO orders will be killed when the Continuous Trading Session begins.

Market Order An order to buy or sell a security at the best price available, up to a specified volume. An unfilled Market Order entered during the Pre-Open session, is booked as a Limit Order for trading in the Continuous Trading session at the COP.

Mixed Lot An order for at least one Board Lot and an Odd Lot.

Odd Lot An order for less than a Board Lot.

On-Stop An order that becomes a Market Order or Limit Order if a specified price (the stop price) is reached, or passed.

Passive Only (PO) The PO order is cancelled at the time of entry if any portion of the order is immediately tradable. PO orders are also cancelled if the order becomes active due to a price change (i.e., a price amendment or short sale price re-pegging).

Price Improvement Iceberg (PII)

An SI with a non-disclosed, discretionary limit price expressed in a number of ticks beyond its limit price. The PII can match with IM orders at the price of the IM order, if the price of the IM order is equal to or better than the PII discretionary price.

Short Sell An order to sell a security that the seller does not own (either directly, or through an agent or trustee) at the time of the order. Short Sell orders may only be executed at a price equal to, or above the NLSP.

Short Sell “exempt” A Short Sell order that is exempt from the “last sale” pricing restrictions in UMIR. Members are responsible for identifying these orders.

Special Terms Orders that are not for standard settlement or that have a minimum execution condition.

Standard Iceberg (SI) A Limit Order that specifies a total size and a disclosed size. Once the disclosed size is executed in full, the new quantity of the disclosed size is released with time priority corresponding to the release time.


April 15, 2011 (2011) 34 OSCB 4767

Commentary:

Price Related Orders

A "price-related execution condition" means any restrictions that apply to the price at which an order can execute. Alpha supports the following price conditions:

(a) Market Order: Executed at multiple price levels until the volume of the order is satisfied. The unfilled part of the order is converted to a Limit Order at a price equal to the price of the last fill of the order or the ALSP.

Example:

XYZ Security

Bid Ask

500 shares 10.00 10.01 500 shares

300 shares 9.99 10.02 200 shares

200 shares 9.98

A trader enters a Market Order to buy 3000 shares.

After the trades of 500 shares at $10.01 and 200 shares at $10.02, the remaining 2300 shares will be booked at $10.02.

The book for XYZ would look as follows:

XYZ Security

Bid Ask

2300 shares 10.02

500 shares 10.00

300 shares 9.99

200 shares 9.98

(b) Limit Order: Executed at the price equal to or better than the specified limit price.

(c) IM Order: Upon receipt, it will trigger PII orders for an immediate match. Any unfilled part of the IM order is killed. If there are no matching PII orders, the entire IM order is killed.

Example:

XYZ Security

Bid Ask

200 shares (1000 reserve) 3.00 (discretionary 3.20) 4.00 200 shares

500 shares 3.00

NBBO is 3.00 – 4.00

A trader enters a sell Inside Match order for 100 shares with a specified percentage 80%

The engine assigns a limit of $3.20 to the IM order

The IM is matched against the PII order and 100 shares will trade at 3.20



April 15, 2011 (2011) 34 OSCB 4768

XYZ Security

Bid Ask

100 shares (1000 reserve) 3.00 (discretionary 3.20) 4.00 200 shares

500 shares 3.00

Trade Session Related Orders

Some orders are only valid during specific Trading Sessions: MOO, LOO, and MOC.

Volume- Related Orders

These are volume-related execution conditions: FAK orders, FOK orders, and AON orders.

Note: A Fill or Kill Order is known in other marketplaces as an Immediate or Cancel Order (IOC).

Time Related Orders

These are orders with time-related conditions, which limit the time the unfilled part of the order remains in the order book. (Note that for Good till Cancel Orders, Alpha will automatically cancel the order if it is older than a set number of days determined by Alpha. Currently, Good till Cancel orders are cancelled after 90 days.

On-Stop Orders

An On-Stop order activates once the specified trigger price is equal to or better than the ALSP. A buy On-Stop order triggers a buy order when the ALSP is greater to or equal to the stop price. A sell On-Stop order triggers a sell order when the ALSP is less than or equal to the stop price.

On-Stop orders may execute immediately after triggering but before entry in the CLOB (see example below).

The trading system will reject an On-Stop order with a Limit price that is not equal to the trigger price.

Note:

On-Stop orders processed via the Trade Through Management Service of the Alpha Router will support On-Stop Market Orders and On-Stop Limit Orders with a limit price not equal to the trigger price.

Example:

XYZ Security

Bid Ask

500 shares 10.00 10.04 400 shares

200 shares 9.99 10.05 500 shares

300 shares 9.98 10.06 500 shares

ALSP is 10.03.

Trader 1 enters a limit on-stop buy order for 600 shares, with trigger and limit price of 10.05.

A market buy order for 500 shares is entered and executed.

ALSP becomes 10.05 and triggers the on-stop order. The order is immediately executed 400 shares at 10.05 and the remaining 200 shares is booked into the CLOB with a limit price of 10.05



April 15, 2011 (2011) 34 OSCB 4769

XYZ Security

Bid Ask

200 shares 10.05 10.06 500 shares

500 shares 10.00

200 shares 9.99

300 shares 9.98

Short Sale Orders

A Short Sell order is an order to sell a security that the seller does not own. To facilitate compliance with the short sale rule, the system generally pegs the price of short sell orders to the NLSP. However in the Pre-Open phase, short sale order prices are adjusted to the closing price of the principal market. Members are responsible for the identification of short sell orders.

A Short Sell “exempt” order is a Short Sell order that is exempt from the “last sale” pricing restrictions in UMIR. Members are responsible for identifying these orders.

Iceberg Orders

An SI order is a Limit Order containing a total size and a disclosed size. The CLOB displays the disclosed size. Once the displayed size is completely executed, the CLOB will display another order equal to the originally disclosed size and the undisclosed size, or reserve, will be reduced accordingly.

A PII order is an SI order with a hidden, discretionary limit price expressed as a number of ticks beyond its limit price. The PII can match with IM orders at the price of the IM order, if the price of the IM order is equal to or better than the PII discretionary price.

Special Terms Orders

Special Settlement Terms: Orders with settlement terms that differ from the standard settlement terms.

Mixed and Odd Lot Orders

A Mixed Lot order is a Market Order or Limit Order for a quantity that is larger than a Board Lot but is not a Board Lot.

An Odd Lot order is a Market Order or Limit Order for a quantity that is less than a Board Lot.

5.11. Account Types

(1) The Alpha Systems support order entry for

(a) client accounts;

(b) house or principal accounts; and

(c) non-client accounts.

5.12. Crosses

(1) A Member or DMA Eligible Client may report trades made outside the CLOB.

(2) Crosses other than Specialty Price crosses during the Continuous Trading session must be made at a price that is at or within the ABBO.

(3) National crosses entered during the continuous trading session must be made at a price that is at or within the NBBO.

(4) Crosses can be entered at any price during the Extended Trading session.

(5) Bypass Crosses are only allowed on a regular Alpha cross (no BBO check), and are not allowed on SPC Contingent Cross, Internal Cross, National Cross and SST Cross. A bypass Cross is exempt from cross interference, is short sell and short exempt supported, is only allowed on round lots and mixed lots and does not update NLSP.


April 15, 2011 (2011) 34 OSCB 4770

Commentary: Crosses entered during the Extended Trading session at the Closing Price can be entered by the Approved Trader through the Alpha Systems. For crosses at any other price during the Extended Trading Session, Alpha must be in receipt of a completed “Extended Trading Cross Request” Form prior to executing the cross in the Extended Session. This form must be received between 4:15 and 4:50 pm on the day the cross is to be entered. The Extended Session cross will be entered by a representative of Alpha in accordance with the submitted request and confirmed to the client by email. Alpha will confirm that the price of the cross is at or within the NBBO at the time Alpha receives the order. If the price is not at or within the NBBO, the cross will be rejected. Alpha staff will also confirm that the price of the cross would not trade outside abetter priced order in the Alpha CLOB at 4 pm. If the cross would in fact trade outside a better priced order in the Alpha book, the cross will be rejected. Alpha will not be responsible for a Member’s compliance with applicable securities regulation or rules of a Market Regulator. A Bypass Cross entered in the Extended Trading Session is allowed at any price. As a result, the submission of a completed “Extended Trading Cross Request” Form is not required for crosses marked bypass.

5.13. Specialty Price Crosses

(1) A Specialty Price cross is one of the following:

Basis Cross A cross of at least 80% of the component share weighting of the basket of securities or index participation unit that is the subject of the basis trade. A Member shall report details of the transaction to Alpha and the Market Regulator in the format and at the time required by Alpha and the Market Regulator and such information shall include complete details relating to the calculation of the price of the basis trade and all relevant supporting documentation

Volume-Weighted Average Price (VWAP) Cross

A VWAP trade price based on all trades during the Continuous Trading session. A VWAP trade price calculated on any other basis must be determined in such a manner that the time period for calculating the volume-weighted average price commences after the receipt of the order by the Member and the types of trades to be excluded from the calculation are determined prior to the commencement of the calculation. A Member shall report details of the transaction to Alpha and the Market Regulator in the format and at the time required by Alpha and the Market Regulator.

(2) Specialty Price Crosses may be executed during the Continuous Trading session and the Extended Trading session.

(3) Specialty Price Crosses will not be reflected in the ALSP and will not be used in the calculation of the ACP.

(4) Specialty Price Crosses must contain the order identifier required by the Market Regulator.

5.14. Bypass Order

(1) A Bypass Order must be entered as a Limit Order during the Continuous Trading or Extended Trading sessions.

(2) The Bypass marker is only allowed on Board Lot orders.

(3) A Bypass Order only executes against disclosed volume.

Commentary:

All Bypass Orders are FOK/ FAK; as a result all CFO or Cancel instructions with the bypass marker are rejected. It can be used through the Trade Through Service and updates the national last sale price (NLSP) which is the most recent trade of at least a Board Lot on any marketplace, other than a Special Terms trade.

Example 1:



April 15, 2011 (2011) 34 OSCB 4771

XYZ Security

Buy Volume Bid Offer Sell Volume Non-disclosed/Reserved Volume

500 shares $2.00 $2.50 200 shares 800 shares

$2.51 500 shares

$2.53 200 shares 1000 shares

A user enters a Bypass Limit Order to buy 1000 @2.54

The order is validated and accepted by the system

The order is checked against the order book

Three trades occur:

200 @2.50

500 @2.51

200 @2.53

The remaining 100 of the Bypass Order is cancelled (Bypass Order is always FOK or FAK).

ALSP updates to 2.53

Post-Trade:

XYZ Order Book

Buy Volume Bid Offer Sell Volume Non-disclosed/Reserved Volume

500 shares $2.00 $2.50 200 shares 600 shares

$2.53 200 shares 800 shares

Note: UMIR Rule 6.2 Designations and Identifiers, clarifies the responsibility of ensuring that each order in any marketplace has specific identifiers and designations upon entry.

Example 2: – Bypass Short Sell order pegged to NLSP

National Last Sale Price is $1.90

XYZ Security

Non-disclosed/Reserve Volume Buy Volume Bid Offer Sell Volume

1000 shares 500 shares $2.00 $2.50 500 shares

400 shares $1.80

Dealer A sent short sell Bypass Order for 900 at 1.80.

Order is booked as Short Sell with limit price 1.90. (Pegged to National Last Sale Price)

Alpha executes trade as 500 at 2.00

Outstanding volume of 400 is killed.

Alpha Last Sale Price updates to 2.00

Post-Trade Order Book


April 15, 2011 (2011) 34 OSCB 4772

XYZ Security

Non-disclosed/ reserve Volume Buy Volume Bid Offer Sell Volume


400 shares $1.80

Example 3: Bypass Short Sell Exempt Order

XYZ Security

Reserve Volume Buy Volume Bid Offer Sell Volume


400 shares $2.00

Dealer A sent Short Sell Exempt Bypass Order for 600 at $2.00.

Order is booked as Short Sell Exempt at $2.00 (Order is NOT Pegged to National Last Sale Price)

Alpha executes 2 trades; 500 at $2.20, 100 at $2.00

Alpha Last Sale Price updates to $2.00

Post-Trade Order Book

XYZ Security

Non-disclosed/Reserve Volume Buy Volume Bid Offer Sell Volume


300 shares $2.00

5.15. Cancel on Disconnect

(1) Orders may be marked Cancel on Disconnect. The Alpha Systems will cancel all orders that are designated Cancel on Disconnect when the user is logged out from the trading system. When the session for the user in question is either disconnected or logged out, no matter whether it is planned or not, executed by the user or not, then any orders marked as cancel on disconnect managed through this session will be cancelled.

5.16. Self Trade Management

(1) Alpha Self Trade Management is a designation that suppresses trades from the public feed where orders on both sides of the trade are from the same Member and contain the same “self trade key” set by the Member.

(2) Self Trade Management applies only to unintentional trading (e.g. does not apply to intentional crosses).

(3) The designation is only applicable in Continuous Trading.

(4) Self trades are not disseminated on the public trade messages and do not update the last sale price, daily volume and turnover, or other trading statistics.

(5) The designation is applicable to board lot orders and board lot portion of mixed lot orders.

Note: The unique trading key provided by the Member for Self Trade Management is intended for use only on buy and sell orders for accounts that may result in trades where there is no change in beneficial or economic ownership.

5.17. Trades on a “When-Issued” Basis

(1) Alpha may post any security to trade on a when issued basis if such security is conditionally approved for listing as an Alpha Listed Security.


April 15, 2011 (2011) 34 OSCB 4773

(2) Alpha may trade any OTS on a when issued basis if it is trading on a when issued basis on the marketplace where it has been conditionally listed.

(3) Unless otherwise specified, trades on a when issued basis are subject to all applicable Alpha Requirements relating to trading in an Alpha Listed Security or OTS, notwithstanding that the security is not listed.

(4) All trades on a when issued basis shall be cancelled if Alpha determines that the securities subject to such trades will not be listed.

5.18. Advantage Goes with Securities Sold

(1) Except as provided in section 5.18(2), in all trades of Alpha Listed Securities or OTSs, all entitlements to receive dividends or any other distribution made or right given to holders of that security shall pass with the security and shall belong to the purchaser, unless otherwise provided by Alpha for Alpha Listed Securities or the listing market of the OTS, as applicable, or the parties to the trade by mutual agreement.

(2) In all sales of listed bonds and debentures, all accrued interest shall belong to the seller unless otherwise provided by Alpha for Alpha Listed Securities or the listing market of the bonds or debentures, for OTSs, or parties to the trade by mutual agreement.

(3) Claims for dividends, rights or any other benefits to be distributed to holders of record of listed securities on a certaindate shall be made in accordance with the procedures established by the Clearing Corporation.

(4) If subscription rights attaching to securities are not claimed by the persons entitled to those rights at least twenty-fourhours before the expiration of the time within which trading in respect of such rights may take place on Alpha, a Member holding such rights may, in its discretion, sell or exercise all or any part of such rights, and shall account for such sale or exercise to the person or persons entitled to such rights, but in no case shall a Member be liable for any loss arising through failure to sell or exercise any unclaimed rights.

5.19. Foreign Currency Trading

(1) A report of a cross trade agreed to in a foreign currency shall be converted to Canadian dollars using the mid-market spot rate or 7-day forward exchange rate in effect at the time of the trade, plus or minus 15 basis points.

(2) If the converted price falls between two ticks, trades shall be done at each of the ticks immediately above and below the converted price for the number of shares, which yields the appropriate average price per share.

(3) The Member making the cross shall keep a record of the exchange rate used.

5.20. Unattributed Orders

(1) Members and DMA Eligible Clients may enter orders on an attributed or unattributed basis.

Commentary:

When an order is entered in an Alpha order book, the identity of the Member will be disclosed to the trading community for attributed orders and will not be disclosed for unattributed (anonymous) orders.

(3) Orders with Special Settlement terms must be attributed.

DIVISION 3 — TRADING AT THE OPENING

5.21. Display of Orders

(1) During the pre-opening session, Market Orders and better-priced Limit Orders will be displayed at the COP.


April 15, 2011 (2011) 34 OSCB 4774

(2) Between the hours of 7:00 a.m. and the Opening Call, CLOB orders will be displayed and the COP and the imbalance are disseminated. During this time the following orders can be entered, modified or cancelled:

Market Order Limit Order Order with time conditions Market on Open Order Limit on Open Order Market on Close Order On-Stop Order All or None Order Short Sell Order Standard and Price Improvement Iceberg Order Odd Lot Order Mixed Lot Order Dark Order

5.22. Opening Call

(1) The Opening Call for each security will occur at a random time between 9:30:00 a.m. and a time specified by Notice.

(2) Each security will open at the COP.

Commentary:

The COP is calculated to maximize the traded volume. If there are two prices at which the same volume will trade, the COP is the price that will leave the smallest imbalance. If the imbalances are equal, the price will be the one closest to the previous day’s closing price. For the purposes of determining the COP, Market Orders are assigned the worst price on the opposite side of the book, or if that price is not available, the best price of its own side.

(3) Orders will be matched at the COP in the following priority:

(a) Better-priced Limit and LOO orders trade with offsetting orders entered by the same Member, according to time priority, provided that neither order is an unattributed order; then

(b) Better-priced Limit and LOO orders trade with all other offsetting orders according to time priority; then

(c) Market and MOO Orders trade with offsetting orders entered by the same Member, according to time priority, provided that neither order is an unattributed order; then

(d) Market and MOO Orders trade with all other offsetting orders, according to time priority; then

(e) Limit and LOO Orders at the COP trade with offsetting orders entered by the same Member, according to time priority, provided that neither order is an unattributed order; then

(f) Remaining orders in the Opening Call trade with offsetting orders, according to time priority.

Commentary:

Limit Orders and LOO Orders have the same priority. Market Orders and MOO Orders have the same priority.

(4) Market Orders that are not completely filled in the Opening Call will be booked in the CLOB as Limit Orders at the COP.

(5) Limit Orders that are not completely filled in the Opening Call will be booked in the CLOB at the original limit price.

(6) The unfilled balance of any LOO and MOO Order will be cancelled immediately after the opening call.

5.23. Delayed Openings

(1) Alpha may delay the opening of a security for trading on Alpha if:

(a) The COP differs from the previous day’s ACP (adjusted to the Closing price on principal market for OTSs) by an amount greater than the price band parameters set by Alpha, or


April 15, 2011 (2011) 34 OSCB 4775

(b) Alpha determines that it is appropriate due to market conditions.

DIVISION 4 — CONTINUOUS TRADING SESSION

5.24. Establishing Price and Time Priority

(1) An order, other than a Special Terms order, entered in the CLOB at a particular price will be executed in priority to all orders at inferior prices.

(2) Except as provided in section 5.21, an order at a particular price, other than a Special Terms order, will be executed prior to any orders at the same price entered subsequently in time, and after all orders at the same price entered previously (‘time priority’).

(3) An undisclosed portion of an order does not have time priority until it is disclosed.

(4) An order loses its time priority if its disclosed volume is increased

(5) Special Terms orders have no priority in the CLOB.

5.25. Allocation of Trades

(1) Internal Crosses, unattributed Intentional Crosses and Specialty Price crosses may be entered without interference from orders in the CLOB at that price.

(2) Intentional attributed crosses will be subject to interference only from attributed orders in the CLOB from the same Member according to time priority.

(3) A tradable order entered in the CLOB will be executed in the following sequence:

(a) against offsetting orders entered in the CLOB by the same Member, according to the time of entry of the offsetting order, provided neither order is an unattributed order; then

(b) against offsetting orders in the CLOB according to time priority.

DIVISION 5 — CLOSING CALL

5.26. Closing Call

(1) The Closing Call for each security will occur at a random time between 4:00:00 p.m. and a time specified by Notice.

Commentary:

The Indicative Closing Imbalance is calculated and disseminated publicly through the Alpha broadcast feed starting at 3:40 p.m. and then every second until the Closing Call.

(2) Orders participating in the closing call will be matched at the CCP.

Commentary:

The CCP is the price at which the most securities will trade. If two prices have an equal volume, the CCP will be the price that minimizes the Closing Imbalance. If the imbalances are equal, the CCP is the price that minimizes the difference from a selected parameter.

If the Calculated Closing Price for a security does not exceed the price band parameters, it is the Alpha Closing Price for theday.

(3) Orders will be executed in the Closing Call in the following sequence:

(a) Better-priced Limit Orders will trade with offsetting orders entered by the same Member, according to time priority, provided that neither order is an unattributed order; then

(b) Better-priced Limit Orders will trade with all other offsetting orders according to time priority; then


April 15, 2011 (2011) 34 OSCB 4776

(c) MOC orders will trade with offsetting orders entered by the same Member, according to time priority, provided that neither order is an unattributed order; then

(d) MOC orders will trade with all other offsetting orders, according to time priority; then

(e) Limit Orders will trade with offsetting orders entered by the same Member, according to time priority, provided that neither order is an unattributed order; then

(f) Remaining orders in the closing call will trade according to time priority.

Commentary:

Currently, All MOC orders are rejected. Under these circumstances the ACP is the LSP.

(4) The unfilled balance of any Limit Orders, other than Good For Day Orders, will remain in the CLOB.

(5) Any unfilled balance of a MOC Order will be cancelled immediately following the Closing Call.

DIVISION 6 — EXTENDED CLOSING SESSION:

5.27. Additional Closing Call

(1) If the CCP for a security exceeds the price band parameters set by Alpha, an Extended Closing session for the security will follow.

(2) During the Extended Closing session, Market Orders, Limit Orders and MOC orders may be entered, modified and cancelled.

(3) During the Extended Closing session a new CCP will be calculated.

(4) At the end of the Extended Closing session, a Closing call will occur at a random time between 4:10:00 p.m. and 4:10:30 p.m.

Commentary:

If this new Calculated Closing Price does not exceed the price band parameters, it will become the ACP.

(5) Orders will be executed in the new Closing Call in the priority listed in section 5.23.

(6) If the new CCP exceeds the price band parameters, Alpha may set a Closing Price within the price band parameters.

5.28. Closing Price Adjustment

(1) The Alpha Closing Price for all OTSs will be adjusted overnight to reflect the closing on the principal market, which will be the listing marketplace unless otherwise identified by Notice.

DIVISION 7 — EXTENDED TRADING SESSION:

5.29. Eligible Securities Trade at ACP

(1) All Listed Securities and OTSs shall be eligible for trading during the Extended Trading session at the Alpha Closing Price for each security.

Commentary:

See Section 5.12 for facilitation of Intentional Crosses at any price.


April 15, 2011 (2011) 34 OSCB 4777

PART VI. Market Makers and Odd Lot Dealers

DIVISION 1 — MARKET MAKERS

6.1. Appointment of Market Makers

(1) Alpha may appoint a Member or Members as a Market Maker for an Alpha Listed Security or OTS for the term specified in any Notice notifying the Members of the availability of the securities.

(2) A Member wishing to be appointed as a Market Maker for a particular Alpha Listed Security or OTS must apply and agree to the terms on the designated Market Maker Application Form.

(3) Alpha may

(a) approve an applicant;

(b) defer approval pending receipt of further information concerning the applicant’s qualifications to be appointed a Market Maker; or

(c) refuse the application for such factors it considers relevant.

(4) A Member whose application is refused may not make another application for a period of 90 days from the date of refusal.

(5) A Member that is approved as a Market Maker agrees to: (i) maintain its status as a Member of Alpha; and (ii) take all commercially reasonable steps to ensure that it complies with all requirements to act as a Market Maker set out in the Alpha Requirements, as amended from time to time. Where the Market Maker does not comply with such requirements it will immediately advise Alpha of such failure in writing. Such notification will include specific information as to the nature of such failure to comply.

(6) A Member that is approved as a Market Maker agrees that it has and will continue to have necessary resources, including trained personnel and technology, to allow it to carry out all if its obligations pursuant to the Market Maker Agreement and these Trading Policies.

(7) Alpha may revoke the Market Maker’s appointment as a Market Maker for any or all securities or attach such additional terms or conditions to the Market Maker Agreement as Alpha deems to be necessary, where:

(a) the Market Maker fails to comply with any term of the Market Maker Agreement or these Trading Policies;

(b) Alpha determines, in its sole discretion, that the Market Maker or its officers, employees, directors or agents have violated any applicable regulatory requirement;

(c) Alpha believes, in its sole discretion, that the Market Maker cannot or may not in the future carry out its obligations as a Market Maker under these Trading Policies or the Market Maker Agreement; or

(d) Alpha has determined, in its sole discretion, that the Market Maker or its officers, employees, directors or agents have in any way acted in a manner that is detrimental to the interests of Alpha or the public

6.2. Responsibilities of Market Makers in Their Assigned Securities

(1) A Market Maker must trade for its own account in a sufficient degree to ensure reasonable price continuity and liquidity for the securities assigned to it.

(2) In particular, a Market Maker must

(a) post bids and offers on a continuous basis at no more than the spread agreed upon with the Exchange;

(b) maintain a market and/or promote the fair value of the security in all trading sessions that is competitive with other marketplaces on which the security trades;

(c) appoint a Market Maker Approved Trader and back-up acceptable to Alpha;


April 15, 2011 (2011) 34 OSCB 4778

(d) assist other Members in executing orders;

(e) notify Alpha and the Market Regulator of any perceived violation of Alpha Requirements;

(f) provide Alpha with information concerning trading in their Assigned Securities.

(3) A Market Maker must appoint, in writing, a trading officer, director or partner of the Member as its Market Maker Contact.

(4) The Market Maker Contact:

(a) serves as the primary contact with Alpha, with authority to speak for the Member concerning its activities as a Market Maker; and

(b) manages the Member’s market making responsibilities.

6.3. Termination of Responsibilities

(1) A Market Maker’s obligations with respect to a right, warrant or similar security terminate 10 business days prior to the expiry date of the security.

(2) A Market Maker’s obligations with respect to a preferred share that has been called for redemption or retraction terminate 10 business days prior to the redemption or retraction date of the security.

(3) Alpha may suspend or terminate a Market Maker’s responsibilities where a corporate action or other unusual circumstance makes it impractical for the Market Maker to carry out its responsibilities.

(4) Alpha may suspend or terminate a Market Maker’s obligation to post an offer where

(i) the Market Maker is not long the security; and

(ii) the Market Maker cannot borrow securities to cover short sales at a reasonable cost.

6.4. Notification

(1) A Market Maker must give Alpha at least 10 days’ prior notice of any change in the Market Maker Contact, the Market Maker Approved Trader or backup, unless circumstances make such prior notice impossible, in which case notice must be given as soon as possible.

(2) A Market Maker must inform Alpha immediately if market conditions in any of its assigned securities have changed such that it is no longer possible for the Market Maker to carry out its responsibilities.

(3) A Market Maker must give Alpha at least 60 days’ prior written notice that it intends to relinquish its responsibilities inan Assigned Security, unless Alpha has consented to a shorter notice period.

6.5. Transition

(1) Alpha will provide Notice to all Members at least 30 days prior to the end of a Market Maker’s term when a Market Maker has given notice under Section 6.4.

(2) If the Market Maker has not given notice of its intention to terminate its status as a Market Maker, the assigned securities will remain with the current Market Maker for successive one year terms.

(3) The transfer of an assignment occurs on the date of the assignment to a new Market Maker. Unless otherwise provided by Alpha and as set out in a Notice, the transfer of the assignment will occur 10 business days after Notice of the new appointment.


April 15, 2011 (2011) 34 OSCB 4779

DIVISION 2 — ODD LOT DEALERS

6.6. Appointment of Odd Lot Dealers

(1) Alpha may appoint a Member as Odd Lot Dealer for an Alpha Listed Security or OTS.

(2) A Member wishing to be appointed as an Odd Lot Dealer must apply and shall agree to the terms of the designated Odd Lot Dealer Agreement.

(3) A Member wishing to be appointed as an Odd Lot Dealer must act as such for at least 200 securities, unless Alpha consents to a lower number.

(4) Alpha may

(a) approve an applicant;

(b) defer approval pending receipt of further information concerning the applicant’s qualifications to be appointed an Odd Lot Dealer; or

(c) refuse the application for such factors it considers relevant.

(5) A Member whose application is refused may not make another application for a period of 90 days from the date of refusal.

(6) Alpha may revoke the Odd Lot Dealer’s appointment as an Odd Lot Dealer for any or all securities or attach such additional terms or conditions to the Odd Lot Dealer Agreement as Alpha deems to be necessary, where:

(a) the Odd Lot Dealer fails to comply with any term of the Odd Lot Dealer Agreement or these Trading Policies;

(b) Alpha determines, in its sole discretion, that the Odd Lot Dealer or its officers, employees, directors or agents have violated any applicable regulatory requirement;

(c) Alpha believes, in its sole discretion, that the Odd Lot Dealer cannot or may not in the future carry out its obligations as an Odd Lot Dealer under these Trading Policies or the Odd Lot Dealer Agreement; or

(d) Alpha has determined, in its sole discretion, that the Odd Lot Dealer or its officers, employees, directors or agents have in any way acted in a manner that is detrimental to the interests of Alpha or the public.

(7) A Member that is approved as an Odd Lot Dealer agrees to: (i) maintain its status as a Member of Alpha; and (ii) take all commercially reasonable steps to ensure that it complies with all requirements to act as an Odd Lot Dealer set out in these Trading Policies, as amended from time to time. Where the Odd Lot Dealer does not comply with such requirements it will immediately advise Alpha of such failure in writing. Such notification will include specific information as to the nature of such failure to comply.

(8) A Member that is approved as an Odd Lot Dealer agrees that it has and will continue to have necessary resources, including trained personnel and technology, to allow it to carry out all if its obligations pursuant to the Odd Lot Dealer Agreement and these Trading Policies.

6.7. Assignment of Securities

(1) Alpha will assign securities to Odd Lot Dealers at least five business days prior to the effective date of the assignment.

(2) Alpha may reassign a security if

(a) the number of Odd Lot Dealers increases;

(b) the Odd Lot Dealer for that security requests a reassignment.

(c) the Odd Lot Dealer for that security has chosen not to renew its appointment; or

(d) Alpha withdraws its approval of the Odd Lot Dealer for that security.


April 15, 2011 (2011) 34 OSCB 4780

(3) Any reassignment will be made on a random basis.

(4) If a reassignment request has been made pursuant to Rule 6.7(2)(b) and the security cannot be reassigned, the Odd Lot Dealer will continue to have responsibility for the rest of its one year tem, subject to Rule 6.10(3) and (4).

Commentary

Alpha Odd Lot facilities are available to Members for all instruments other than listed or unlisted debt securities.

6.8. Responsibilities of Odd Lot Dealer in their Assigned Securities

(1) An Odd Lot Dealer must

(a) accept and honour automatic execution of Odd Lot orders in accordance with Alpha Requirements for one year following its appointment;

(b) appoint an Odd Lot Approved Trader and back-up acceptable to Alpha;

(c) assist other Members in executing Odd Lot orders;

(d) notify Alpha and the Market Regulator of any perceived violation of Alpha Requirements;

(e) provide Alpha with information concerning Odd Lot trading in their assigned securities.

(2) An Odd Lot Dealer must appoint, in writing, a trading officer, director or partner of the Member as its Odd Lot Dealer Contact.

(3) The Odd Lot Dealer Contact:

(a) serves as the primary contact with Alpha, with authority to speak for the Member concerning its activities as an Odd Lot Dealer; and

(b) manages the Member’s Odd Lot dealing responsibilities.

6.9. Termination of Responsibilities

(1) An Odd Lot Dealer’s obligations with respect to a right, warrant or similar security terminate 10 business days prior to the expiry date of the security.

(2) An Odd Lot Dealer’s obligations with respect to a preferred share that has been called for redemption or retraction terminate 10 business days prior to the redemption or retraction date of the security.

(3) Alpha may suspend or terminate an Odd Lot Dealer’s responsibilities where a corporate action or other unusual circumstance makes it impractical for the Odd Lot Dealer to carry out its responsibilities.

(4) Alpha may suspend or terminate an Odd Lot Dealer’s obligation to execute against buy orders where

(a) the Odd Lot Dealer is not long the security; and

(b) the Odd Lot Dealer cannot borrow securities to cover short sales at a reasonable cost.

6.10. Notification

(1) An Odd Lot Dealer must give Alpha at least 10 days’ prior notice of any change in the Odd Lot Dealer Contact, the Odd Lot Approved Trader or backup, unless circumstances make such prior notice impossible, in which case notice must be given as soon as possible.

(2) An Odd Lot Dealer must inform Alpha immediately if market conditions in any of its Assigned Securities have changed such that it is no longer possible for the Odd Lot Dealer to carry out its responsibilities.

(3) An Odd Lot Dealer must give Alpha at least 30 days’ prior written notice that it will not renew its appointment, unless Alpha has consented to a shorter notice period.


April 15, 2011 (2011) 34 OSCB 4781

(4) Failure to give the notice required by Rule 6.10(3) will result in a renewal of the Odd Lot Dealer’s responsibilities for afurther one year term.

6.11. Transition of an Odd Lot Book

(1) Alpha will provide Notice to all Members at least 30 days prior to the end of an Odd Lot Dealer’s term, or when an Odd Lot Dealer has given notice under Section 6.10, so that other Members may apply to be an Odd Lot Dealer for the subsequent term.

(2) If no new Member applies to become an Odd Lot Dealer at the end of a term of a current Odd Lot Dealer and the Odd Lot Dealer had not given notice of its intention to terminate its status as an Odd Lot Dealer, the assigned securities will remain with the current Odd Lot Dealer until such time that a new Odd Lot Dealer is assigned those securities or that the Odd Lot Dealer gives notice under Section 6.10(3).

(3) The transfer of an assignment occurs on the date of the assignment to a new Odd Lot Dealer. Unless otherwise provided by Alpha and as set out in a Notice, the transfer of the assignment will occur 10 business days after the new appointment.

(4) If there is no new appointment of an Odd Lot Dealer to the securities and the Odd Lot Dealer has requested a termination of its Odd Lot Dealer status those securities will be assigned to the remaining Odd Lot Dealers. However, if for some reason there is no Odd Lot Dealer for a security, then the Odd Lot Orders or Mixed Lot Orders for the securities will be rejected upon the effective date of the termination.

(5) Any Odd Lot Orders or Mixed Lot Orders remaining in the Central Limit Order Book or the Odd Lot Order book at the time of termination or suspension of the appointment will be cancelled if there has not been a re-assignment of securities.

6.12. Sessions, Dates and Times

(1) Odd Lot Orders may be entered for trading during the Pre-Open Phase, Continuous Trading Session, and Extended Trading Session.

(2) Odd Lot Orders may be executed during the Continuous Trading Session and the Extended Trading Session.

DIVISION 3 — TRADING IN THE ODD LOT BOOK

6.13. Continuous Trading Session.

(1) Incoming Odd Lot Market Orders will auto-execute at the time of order entry, at the National Best Bid and Offer price (sell orders at the best bid and buy orders at the best offer).

(a) If the relevant price is not available in the National Best Bid and Offer, the Odd Lot Market Order will be booked in the Odd Lot Order Book (OLOB) at the National Last Sale Price.

(2) Incoming Odd Lot Limit Orders

(a) with price equal to or better than the National Best Bid and Offer will auto-execute at the time of order entry, at the National Best Bid and Offer price, and

(b) all other Odd Lot Limit Orders will be booked in the OLOB.

(3) Odd Lot Limit Orders booked in the OLOB will be executed at the NBBO. Odd Lot limit sell orders will be executed at the National Best Bid price if the limit price is equal to or better than the National Best Bid and Odd Lot limit buy orders will be executed at the National Best offer price if the limit price is equal to or better than the National Best Offer.

(a) at each National Last Sale Price-setting trade Odd Lot limit orders booked in the OLOB will be validated against the NBBO.

(b) when the there is an update (i.e. new order or order amend) in the Alpha CLOB Odd Lot limit orders booked in the OLOB will be validated against the NBBO.


April 15, 2011 (2011) 34 OSCB 4782

(c) when the Odd Lot limit price is worse than the National Best Bid for sell orders and worse than the National Best Offer for buy orders, than the Odd Lot order will remain in the Odd Lot order book.

(4) For Mixed Lot Orders,

(a) the round lot portion will trade in the CLOB using regular CLOB matching mechanism, and

(b) the Odd Lot portion will auto-execute when the last Board Lot of the round lot portion is executed, at the price of the last Board Lot.

Commentary:

Example:

Bid Ask

200 shares 10.00 10.05 100 shares

NLSP is 10.04

Example 1:• Incoming order to buy 50 @ market will auto-execute at 10.05 (section 6.12(1)(a))

Example 2:• Incoming order to buy 50 @ 10.06 will auto-execute at 10.05 (section 6.12(2)(a))

Example 3:• Incoming order to buy 50 @ 10.03 will be registered in the OLOB – no auto-execution (section 6.12(2)(b))

Example 4:• A new order to buy 100 @ market is entered and 100 shares execute in the CLOB at 10.05. As a result

there is now no current National Best Offer price. • An order is entered to buy 50 @10.03 and is registered in the OLOB. • A new sell order is entered for 500 shares at $10.03, 200 shares subsequently execute at $10.03. As a

result the NBBO: $10.00 – $10.03 and NLSP: $10.03). • The odd lot order will auto-execute at 10.03, which is at the National Best Offer (section 6.12(3)(a)).

Example 5:• An order is entered to buy 50 @10.03 and is registered in the OLOB. • A new order to sell 200 @ 10.02 is registered in the Alpha CLOB. • The odd lot order will auto-execute at $10.02, since there was an update to the Alpha CLOB (section

6.12(3)(b))

Example 6:• An order is entered to buy 250 @ 10.05. • 1 trade will execute: 100 shares at 10.05. 100 shares are registered in the CLOB and available for trading

and 50 shares hidden. ABBO is now 10.05-10.06 • An order to sell 100 @ market is entered and 100 shares execute at 10.05. • The 50 hidden shares will now execute at 10.05, since 10.05 is the price at which the last board lot of the

original mixed lot order was executed (section d.)

Example 7:• An order is entered to buy 50 @10.04 and is registered in the OLOB. • The NLSP is updated to $10.04 • No Trade is executed (Section 6.12(3)(c)). Limit Price is outside the National Best Offer.

6.14. Opening Session

(1) Odd Lot Orders do not participate in the opening auction.

(2) If trades are executed in the Opening,

(a) Odd Lot Market Orders entered in the pre-open will auto-execute at the COP, immediately following the Opening.


April 15, 2011 (2011) 34 OSCB 4783

(b) Odd Lot Limit Orders with price equal to or better than the will auto-execute at the COP, in accordance with rule 6.12(3), immediately following the Opening.

(3) If no trades are executed in the Opening

(a) Odd lot market orders entered in the Pre-Open will be booked as the odd lot limit orders at the price equal to the adjusted closing price that is used in the pre-open.

(4) If the last board lot size of a mixed lot order is executed in the Opening, the odd lot part of the mixed lot order will beexecuted at the COP.

6.15. Closing Session

(1) Odd Lot orders do not participate in the Closing auction.

(2) If trades are executed in the Closing, odd lot limit orders with price equal to or better than the Alpha Closing Price willauto-execute at the closing price, immediately following the Closing.

(3) If the last board lot size of a mixed lot order is executed in the Closing, the odd lot part of the mixed lot order will beexecuted at the Alpha Closing Price.

6.15 Mixed Lot Short Sale Orders

(1) Mixed lot Short Sale orders will be pegged to the NLSP up to the order’s limit price and then executed according to 6.13, 6.14 and 6.15.

6.16 Orders Booked in OLOB

(1) Orders booked in the OLOB are not disseminated on the public data feed.

Odd-Lot Dealer will receive an auto-execution message for each Odd-Lot trade that it participated in.

Accepted Odd Lot Orders Non-Accepted Odd Lot Orders

Market Orders Standard Iceberg Orders

Limit Orders Price Improvement Iceberg Order

FOK Orders Inside Match Order

FAK Orders Specialty Price Cross

AON Orders MOO

On-Stop Orders LOO

Short Sales (pass-through marker only, no price adjustment)

MOC

Special Terms Orders

Cross (Regular)

GTx Orders

DIVISION 4 — ASSESSMENT OF PERFORMANCE OF OLDS AND MARKET MAKERS

6.17. Assessment of Performance

(1) From time to time and at least annually, Alpha will assess the performance of Market Makers and Odd Lot Dealers.

(2) On completion of the assessment, the Alpha may, for such factors as it sees fit


April 15, 2011 (2011) 34 OSCB 4784

(a) continue the appointment of the Member as a Market Maker or Odd Lot Dealer in any or all of its Assigned Securities;

(b) continue the appointment of the Member as a Market Maker or Odd Lot Dealer in any or all of its Assigned Securities and impose additional terms and conditions; or

(c) withdraw approval of the Member as a Market Maker or Odd Lot Dealer in any or all of its Assigned Securities.

(3) Alpha may withdraw approval of or impose additional terms and conditions on a Market Maker, its Market Maker Contact, any Market Maker Approved Traders or backups, Odd Lot Dealer, or Odd Lot Dealer Approved Trader, if Alpha determines that any of these parties has contravened or is contravening any Alpha Requirement or IIROC rule.

DIVISION 5 — UNFAIR TRADING

6.18. Unfair Trading in Odd Lots

(1) Odd Lot Dealers and Members are responsible to ensure that Odd Lot activity is in compliance with all requirements.

Commentary:

The following types of activity may be reviewed as an indication of unfair trading:

Unbundling Round Lots for the purpose of entering Odd Lot orders.

Entering of both buy and sell Odd Lot Limit orders in the same security before one of the orders is executed, for the purpose of capturing the spread in the stock.

Other types of trading activity that is not consistent with traditional Odd Lot investment activity.

Effecting pre-arranged wash sales in Odd Lots, which are trades in which an offer to buy is coupled with an offer to sell back at the same or advanced price (or vice versa).

Entering orders into the CLOB for the purpose of affecting the execution price of the Odd Lot trades.

(2) If Alpha deems a Member is engaging in Odd Lot trading activity that is unfair, Alpha may restrict the Member or suspend the Approved Trader from Odd Lot activity.

PART VII. Clearing and Settlement

7.1. Clearing and Settlement

(1) All trades on the Alpha Systems will be reported, confirmed and settled through the Clearing Corporation pursuant to the Clearing Corporation's rules and procedures, unless otherwise authorized or directed by Alpha.

(2) A Member must clear and settle all of their Alpha trades by:

(a) self-clearing as a participant of the Clearing Corporation; or

(b) maintaining a clearing and settlement arrangement with a carrying broker, custodian or other institution that is a participant of the Clearing Corporation.

(3) Except in circumstances where the transaction is settled outside Canada or where the Member and the settlement agent are not participants in the same securities depository, the client or settlement agent shall use the facilities or services of a securities depository for the affirmation and settlement of all depository eligible transactions, including both book entry settlements and certificate based settlements.

(4) A Member shall provide a client, by electronic, facsimile or physical means, a confirmation as soon as possible on the next business day following execution, with respect to the execution of any order, in whole or in part, for the purchase or delivery of securities where payment for or delivery of the securities is to be made to or by a settlement agent of the client, and shall indicate that the trade occurred on Alpha.

(5) Members shall obtain agreement from their clients that the client will provide instructions with respect to the receipt ordelivery of the securities to the settlement agent promptly upon receipt by the client of the confirmation referred to in


April 15, 2011 (2011) 34 OSCB 4785

Section 7.1(4) and that the client will ensure that its settlement agent affirms the transaction in accordance with National Instrument 24-101.

7.2. Settlement of Alpha Trades

(1) Unless otherwise provided by the parties to the trade by mutual agreement, trades of OTSs on Alpha must settle on the date fixed for settlement by the exchange on which the security is listed.

7.3 Settlement of Alpha Trades of Alpha Listed Securities

(1) Unless otherwise provided by Alpha or the parties to the trade by mutual agreement, trades of Alpha Listed Securities on Alpha must settle on the third settlement day following the trade.

(2) Notwithstanding Section 8.3(1), unless otherwise provided by Alpha or the parties to the trade by mutual agreement:

(a) trades on a when issued basis made on Alpha Listed Securities:

(i) prior to the second trading day before the anticipated date of issue of the security must settle on the anticipated date of issue of such security, and

(ii) on or after the second trading day before the anticipated date of issue of the security must settle on the third settlement day after the trade date,

provided if the security has not been issued on the date for settlement such trades shall settle on the date that the security is actually issued and provided that if the security will not be issued all trades made on a when issued basis will be cancelled;

(b) trades for rights, warrants and instalment receipts made on Alpha Listed Securities:

(i) on the third trading day before the expiry or payment date must settle on the settlement day before the expiry or payment date;

(ii) on the second and first trading day before the expiry or payment date, must be made as cash trades for next day settlement, and

(iii) on expiry or payment date must be made as cash trades for immediate settlement and trading will cease at 12:00 noon (unless the expiry or payment time is set prior to the close of business, in which case trading will cease at the close of business on the trading day preceding the expiry or payment), and

(iv) selling Members must have the securities that are being sold in their possession or credited to the selling account's position prior to such sale;

(c) cash trades on Alpha Listed Securities for next day delivery must be settled through the facilities of the Clearing Corporation on the first settlement cycle following the date of the trade or, if applicable, over-the-counter, by noon of the first settlement day following the trade; and

(d) cash trades on Alpha Listed Securities for same day settlement must be settled by over-the-counter delivery no later than 2:00 p.m. on the trade day.

(3) Notwithstanding Section 8.3(1), a trade on Alpha may specify delayed delivery, which gives the seller the option to deliver at any time within the period specified in the contract, and, if no time is specified, delivery will be at the option ofthe seller within thirty days from the date of the trade.

7.4. Corners

(1) If Alpha is of the opinion that a single interest or group has acquired such control of an Alpha Listed Security that the security cannot be obtained for delivery on existing Alpha trades except at prices and on terms arbitrarily dictated by such interest or group, Alpha may postpone the time for delivery on the trades and provide that any trade calling for delivery prior to the time established by Alpha are to be settled by the payment of a fair settlement price to the party entitled to receive such security.


April 15, 2011 (2011) 34 OSCB 4786

(2) If the parties to any trade on Alpha that is to be settled by payment of a fair settlement price cannot agree on the amount, Alpha may, at its discretion, fix the fair settlement price and the date of the payment after providing each party with an opportunity to be heard.

7.5. When Security Disqualified, Suspended or No Fair Market

(1) Alpha may postpone the time for delivery on Alpha trades if:

(a) the security is delisted;

(b) trading is suspended in the security; or

(c) Alpha is of the opinion that there is not a fair market in the security.

(2) If Alpha is of the opinion that a fair market in the security is not likely to exist, Alpha may provide that trades on Alpha be settled by payment of a fair settlement price and if the parties to an Trading Contract cannot agree on the amount, Alpha may at its discretion fix the fair settlement price after providing each party with an opportunity to be heard.

7.6. Failed Trades in Rights, Warrants and Instalment Receipts

(1) Should fail positions in rights, warrants or instalment receipts exist on the expiry or payment date, purchasing Members have the option of demanding delivery of the securities into which the rights, warrants or instalment receipts are exercisable, any additional subscription privilege, and any subscription fee payable to a Member, that may be available, such demand shall be made before 4:00 p.m. on the expiry date.

(2) Where a demand has been made in accordance with Section 8.6(1), payment by purchasing Members for:

(a) the rights, warrants or instalment receipts shall be in accordance with normal settlement procedures, but delivery of the rights, warrants or instalment receipts, as the case may be, is not required; and

(b) the securities into which the rights, warrants or instalment receipts are exercisable and payment for any additional subscription privilege shall be made upon delivery of the securities.

(3) Where a demand has not been made in accordance with Section 8.6(1), settlement shall be in accordance with normal settlement procedures, but delivery of the rights, warrants or instalment receipts, as the case may be, is not required.

7.7. Defaulters

(1) If a Member against which an Alpha trade is closed out under the Clearing Corporation's rules and procedures fails to make payment of the money difference between the contract price and the buy-in price within the time specified, the Member concerned shall become a defaulter, and Notice of such default shall be provided by Alpha to each Member.

(2) A Member failing to make delivery to the Clearing Corporation of securities and/or a certified cheque within the time limited by the rules governing the Clearing Corporation may be adjudged a defaulter.

7.8. Delivering Member Responsible for Good Delivery Form

(1) The delivering Member is responsible for the genuineness and complete regularity of the Alpha Listed Security, and a certificate that is not in proper negotiable form shall be replaced forthwith by one which is valid and in prior negotiable form, or by a certified cheque in lieu thereof, if a replacement certificate is not available.

(2) A Member that has received delivery of a certificate that is not acceptable as good transfer by the transfer agent shall return it to the delivering Member, which shall make delivery of a certificate that is good delivery or of a certified cheque in lieu thereof.

7.9 Delisted Securities

(1) Any open orders on an Alpha Listed Security or an OTS that will no longer be listed on its applicable exchange will be cancelled after the end of the Extended Trading Session on the day preceding the delisting.


April 15, 2011 (2011) 34 OSCB 4787

PART VIII. Order Protection

8.1 Implementation of the Order Protection Rule (OPR)

Alpha will use the Alpha Order Router’s Trade Through Management Service to comply with the Order Protection Rule.

8.2 The Trade Through Management (TTM) Service

The TTM Service routes designated orders, in part or in whole, to all Other Marketplaces to meet Alpha marketplace obligations under the Order Protection Rule (NI 23-101) to not trade through visible, immediately accessible better-priced limit orders on any Canadian marketplace.

8.3 Directed Action Order (DAO)

An order sent to Alpha that is not designated as TTM will be treated as a DAO.

8.4 Participation and Connectivity in Other Marketplaces

(1) Access to Marketplaces

(a) In addition to being a Member of Alpha, the Member must be a subscriber or a participant of Other Marketplaces which have been designated as protected marketplaces.

(b) If the Member has direct access to the Other Marketplace, orders routed away to Other Marketplaces will include the Member’s firm ID and trader ID. If the Member does not have direct access to the Other Marketplace, it must have an acceptable arrangement with another Member or participant of the Other Marketplace through which they can place orders.

(c) If the Member/trader ID in Alpha is different from the Other Marketplace, the Member/trader ID on the Other Marketplace must be provided to Alpha. It is assumed that the Member will provide Alpha with any updates to keep this information correct and up-to-date. Similarly, if the Member is using a Sponsored DMA or other acceptable arrangement, then up-to-date details of the arrangement and IDs of both parties shall be made available to Alpha upon request.

(2) Order Routing When a Service is Not Available

When the TTM Service has been shut down for any reason during continuous trading, the incoming TTM orders will be rejected back to the Client as Alpha will not be able to route to Other Marketplaces. A notice will be sent to all Members, regulation service providers, Other Marketplaces and any information processor indicating that Alpha will not be routing to Other Marketplaces.

(3) Trading Halts

Alpha may disallow the use of its routing services for the routing of an order if a trading halt has been initiated by a regulator (“Regulatory Halt”) or a Marketplace (“Non-Regulatory Halt”).

In circumstances in which Alpha deems it necessary or in other unusual conditions or circumstances impacting the Alpha Order Router Services, Alpha may suspend all routing.

When the routing is not suspended, the TTM Service will facilitate order entry during Regulatory Halts and Non-Regulatory Halts on Alpha and/or one or more Other Marketplaces, and will continue to route orders in accordance with its standard functionality outlined in this document; however the following matters should be considered:

(a) The routed order will be processed in accordance with the rules or policies of the Other Marketplace to which it has been routed. This may result in:

(i) The generation of a “rejection” notice where trading is halted on the Other Marketplace to which the order is routed where such Marketplace will not accept orders;

(ii) The generation of a “time out” event where the order is routed to an Other Marketplace which accepts and queues orders received and does not acknowledge the order within the “time out” duration. Such queued orders cannot be cancelled or amended utilizing the Order Router.


April 15, 2011 (2011) 34 OSCB 4788

(b) The entry of cancellations is permitted during both Regulatory Halts and Non-Regulatory Halts and will be routed to the Marketplace where the order is booked, for action in accordance with that Marketplace’s standard operational processes.

(4) Exclusion of a Marketplace and Self Help

(a) Automatic Exclusion of a Marketplace

Alpha will cease routing to an Other Marketplace where (i) the Other Marketplace’s continuous trading session is not operating (ii) and/or no data on orders in its CLOB are available.

(b) Manual Exclusion of a Marketplace and Self Help

A specific Other Marketplace may be excluded based on the following criteria:

(i) The Other Marketplace is not disseminating order information, is not distributing data in relation to its CLOB in a timely manner or Alpha considers, in its discretion, that such data is not reliable. This covers the case when a system failure or degradation of service occurs at an Other Marketplace during continuous trading at that Other Marketplace.

(ii) The connectivity to the Other Marketplace is lost.

(iii) An Other Marketplace is not responding to orders sent by the Order Router (system failures, slowdowns, etc.). This may include circumstances where the response time to orders routed by Alpha from the Other Marketplaces is too long for it to be practically considered reliable.

Alpha may declare self help in the above instances. Alpha will notify the affected Other Marketplace, Members, any information processors and regulators (i.e. IIROC and the OSC) that it has done so and has excluded such Other Marketplace from the TTM Service. After the issue is resolved, Alpha will send out another notification stating self help has been revoked.

(c) Impact of Exclusions

(i) Once an Other Marketplace is excluded manually or automatically from the Order Router Services, no further orders will to be routed to that Marketplace. Any remaining “in-flight” orders (where an order sent by the Order Router has not received an acknowledgment from the Other Marketplace) will be processed in the same manner as they would have been if the exclusion had not occurred.

(ii) Once the event precipitating the Other Marketplace exclusion has ended, Alpha may commence routing to the previously excluded Other Marketplace at its discretion.

8.5 TTM Service

(1) Member’s Choice

(a) A Member relying on Alpha to comply with the OPR will designate each order as a TTM order. Any order that is designated as a TTM order will be eligible for trade-through protection through the TTM Service.

(b) Any order that is not designated as a TTM order will be treated by Alpha as a Directed Action order (DAO) to immediately execute or book on Alpha without checking for better-priced orders on Other Marketplaces. For DAO orders, any requirements regarding order protection under NI 23-101 will be the responsibility of the Member.

(2) TTM Routing Strategy

The TTM Service simultaneously routes portions of the order to all Other Marketplaces with better priced orders, up to the original order’s limit price. Any residual is sent to Alpha.

The TTM Service will:

(a) Receive the depth of book (to 10 price levels) made available by each marketplace, then


April 15, 2011 (2011) 34 OSCB 4789

(b) Create a Consolidated Market Feed of the aggregate bid or ask order volume for each price level, then

(c) Identify the marketplace which has the best priced order(s) for a particular security and will route the order based on the following criteria: (1) price and (2) volume of shares available. If the same price is available on Alpha and another marketplace, priority is given to Alpha, then

(d) Send orders to Other Marketplaces as Fill or Kill (FOK) Bypass Limit orders and will be treated as DAO:

(i) If the order is tradable upon receipt by the Other Marketplace, it is immediately executed and any unfilled portion will be killed at the Other Marketplace and sent to Alpha.

(ii) If the order is not tradable upon receipt by the Other Marketplace, the whole order will be killed at the Other Marketplace and sent to Alpha.

8.6 Executions

(1) If an order is routed to an Other Marketplace, Alpha may receive an execution response from the Other Marketplace. In the case of an execution (full or partial), an execution message will be sent back by Alpha to the originator of the order.

(2) An incoming order may result in two different types of executions; those at Alpha and those at Other Marketplaces:

(a) The executions at Alpha will be sent to the appropriate clearing agency from Alpha and they will reflect the clearing identifier of the Member for the applicable order.

(b) The executions at the Other Marketplaces will be sent to the clearing agency from the Other Marketplace on which the execution occurred and they will reflect the clearing identifier of the originator of the order or its designated clearing agent.

(3) In both cases, it is assumed that the Member originating the order is able to clear its trades (either directly or throughan agent) and the reconciliation is done directly between the Member and the appropriate clearing agency.

PART IX. Application of UMIR

9.1 Application

(1) The provisions of UMIR as amended from time to time apply to trading on the Alpha Systems and form part of Alpha Requirements.

(2) Any investigations and enforcement actions concerning a violation of a provision of UMIR will be conducted by the Market Regulator following the procedures set out in UMIR.

PART X. Appeals

10.1 Appeals of Decision

(1) A Member or any other person adversely affected by a Decision, other than a Decision of the Market Regulator, may appeal such Decision to Alpha’s Regulatory Oversight Committee.

Commentary: Appeals shall be conducted according to the procedures established by the Regulatory Oversight Committee.

(2) A Member or other person who has appealed a decision pursuant to Subsection (1) may appeal the decision of the Regulatory Oversight Committee by following the arbitration procedures set out in the Member Agreement and/or by appeal to the securities regulatory authority. A Member may not appeal the same issue by both arbitration and appeal to the securities regulatory authority; however, a Member may appeal different issues separately by arbitration and to the securities regulatory authority. Once an issue has been decided upon, whether by arbitration or by the securities regulatory authority, that same issue cannot be pursued to the alternative forum so that the same issue is being reviewed by both arbitration and appeal to the regulatory authority.

(3) A Member or any other person adversely affected by a Decision of the Market Regulator may appeal such Decision pursuant to the provisions of UMIR.


April 15, 2011 (2011) 34 OSCB 4790

PART XI. Administration

11.1 Method of Notifications

(1) Unless otherwise specifically provided in any Alpha Requirement, Notice shall be sufficiently given and be reasonably expected to come to the attention of such person if:

(a) delivered to the person to whom it is to be given;

(b) delivered to the last address of such Person as recorded by Alpha or any recognized self-regulatory organization; or

(c) mailed or sent electronically, including e-mail, to such person.

(2) Alpha may change the address of any person on the records of Alpha in accordance with any information believed by Alpha to be reliable.

(3) A Notice delivered in accordance with this policy shall be deemed to have been given when it is sent.

(4) Alpha will provide Notice of updates to this Trading Policies within 30 days prior to the change and provide the link to the updated or newly added section.

11.2 Computation of Time

(1) In computing the time when a Notice must be given for the doing of anything or taking any proceeding under any provision of an Alpha Requirement, the date of giving of the Notice or of such event shall be excluded and the date of the meeting, hearing, doing of the act or taking of the proceedings shall be included.

(2) Where the time limited for a proceeding or the doing of anything under any provision of an Alpha policy or requirement expires, the time so limited extends to and the thing may be done on the next day following.

11.3 Waiver of Notice

(1) Any Person referred to in Section 11.1 may waive any Notice required to be given to such person and such waiver, whether given before or after the meeting, hearing or other event of which Notice is required to be given, shall cure any default in giving such Notice.

11.4 Omission or Errors in Giving Notice

(1) The accidental omission to give any Notice to any person or the non-receipt of any Notice by any person or any error in any Notice not affecting the substance thereof shall not invalidate any action or proceeding founded thereon or taken at any hearing held pursuant thereto.

11.5 Withdrawal of Approval and Changes in Alpha Requirements

(1) Any Alpha Approval and any Alpha Requirement may at any time be changed, suspended, withdrawn or revoked by Alpha, with 30 days’ Notice unless otherwise provided in these Trading Policies, agreements or as required by circumstance.

(2) Each Member and each Approved Trader will comply with such change, suspension, withdrawal or revocation and any Decisions made by Alpha.

11.6 Contact Information

For information on Member and Market Services please contact:

Manager, Alpha Client Services and Business Operations Alpha Exchange Inc. 70 York Street, Suite 1501 Toronto ON, M5J IS9 [email protected]


April 15, 2011 (2011) 34 OSCB 4791

APPENDIX D

MEMBER AGREEMENT

This agreement is made as of the _______day of ______________, 20____ by and between:

Alpha Exchange Inc.

70 York Street, Suite 1501

Toronto, Ontario M5J 1S9

(Called the “Exchange”)

– AND –

Full Corporate Name

Head Office Address

(Called the “Member”)


April 15, 2011 (2011) 34 OSCB 4792

MEMBER INFORMATION FORM

MEMBER

Full Corporate Name

Principal Business Sponsored DMA Clients YES NO

Head Office Address: Business Continuity Address

Telephone Fax Website

Broker Number CUID(clearing broker) Sub ID

Will Member apply to be an Odd Lot Dealer? YES NO

Algorithmic Trading

YES NO Program Trading

YES NO

Independent Software Vendor (if more than 1, please provide list) Will Member apply to be a Market Maker?

YES NO

Data Vendor (if more than 1, please provide list) Connectivity Provider(s) ALPHA MEMBER REPRESENTATIVE

(appointed Senior Officer, Director or Partner) HEAD OF TRADING

(if more than one please attach list)

Name and Title Name and Title

E-mail Phone E-mail Phone CHIEF COMPLIANCE OFFICER TECHNICAL CONTACT


E-mail Phone E-mail Phone

Back Up Contact Phone Back Up Contact Phone

BACK OFFICE CONTACT BILLING CONTACT




INCIDENT NOTIFICATION CONTACTS




April 15, 2011 (2011) 34 OSCB 4793


SUBSCRIBER NOTICE SUBCRIPTIONS

Notification Notification No. Opt-in Alpha Market Data AMD1 Alapha Newsletter STK1

Alpha Press Releases STK2

Alpha Opening Data STK3

Alpha Daily Statistics STK4

Alpha Weekly Statistics STK5

Alpha Market Operations SUB1

Corporate Actions SUB2

Alpha Product Updates SUB3

AUTHORIZED MEMBER TRADER IDS(please list as indicated or provide a list)

NOTE: If the address of any of these Authorized Persons is different from the Head Office address provided, please include the addresses as an attachment. Also if you are connecting through more than one ISV, please provide the Trader IDs for each ISV separately. Trader ID Name Trader ID Name

Phone E-mail Address Phone E-mail Address

Trading Division Fax Trading Division Fax

Trader ID Name Trader ID Name









April 15, 2011 (2011) 34 OSCB 4794


AUTHORIZED MEMBER DMA TRADER IDS(please list as indicated or provide a list)

NOTE: If the address of any of these Authorized Persons is different from the Head Office address provided, please include the addresses as an attachment. Also if you are connecting through more than one ISV, please provide the Trader IDs for each ISV separately. Trader ID Name Trader ID Name









FEE PAYMENT OPTIONS

OPTIONS for PAYMENT of TRADING FEES (please select one method)

Payment through CDS direct payment (CDS member) (please complete Schedule 4 Part A)

Payment through CDS Carrying Broker (CDS member) (please complete Schedule 4 Part B)

Payment directly to Exchange

NOTE: All billing will be sent to the Billing Contact information provided on the Member Information Form.


April 15, 2011 (2011) 34 OSCB 4795

ADDITIONAL SERVICES

Please indicate below which additional services the Member would be interested in receiving information on:

ADDITIONAL SERVICES

Purchasing of Market Data YES NO

Order Router YES NO

Managed Network Services YES NO

Exchange will provide additional information and applicable documentation on the services that have been indicated above to the Member Representative.


April 15, 2011 (2011) 34 OSCB 4796

MEMBER AGREEMENT 1. EXCHANGE MEMBER ACCESS

(a) Trading System Access. We, Alpha Exchange Inc. (“Exchange” or “we, “us” and like terms), operate an electronic marketplace and facilitate trading in specified financial instruments. We agree to provide you (the “Member”, or “you” and like terms) with access to the Exchange trading system (“System”) for the purpose of facilitating trades in specified financial instruments, in accordance with the terms of this agreement (including all Exchange documents: Member Information Form, Schedules 1, 2, 3, 4and 5 that are incorporated by reference herein, the “Agreement”). For greater certainty, this Agreement does not grant the Member a license or comparable right to utilize the System software. Access to the System is subject to compliance with the Trading Policies (as defined in Section 5(a)) and the Exchange’s rights pursuant to those Trading Policies.

(b) Application for access. The Member has supplied Exchange with all the information requested in the ‘Member Information Form’ and such information is complete and accurate. The Member agrees to provide such further documents and information as may be requested by Exchange from time to time concerning the Member and its use of the System in connection with its regulatory status or obligations as reasonably deemed necessary by Exchange. All information provided by the Member shall be considered to be Confidential Information pursuant to Section 8 of this Agreement.

(c) System Availability. Exchange may, in its sole and absolute discretion, suspend or terminate the operation of the System in the event of (i) any failures, malfunctions, faults or errors within the System, (ii) any external events or circumstances affecting the use of the System which are material to the System’s integrity, capacity or security or (iii) a request or requirement by any government, regulatory authority or applicable securities regulatory authority with authority over Exchange or trading related activity conducted on the System (“Regulatory Authority”). Exchange shall give advance notice to the Member of any such suspension or termination where reasonably practicable, and in each case, shall provide prompt notice to the Member after such termination or suspension is imposed.

(d) Maintenance of System connectivity. If the Member uses a proprietary connection or is connected to Alpha through a third party vendor, the Member, not Alpha is responsible for providing and maintaining all necessary electronic communications with Alpha and connectivity to the System, including wiring, computer hardware, software, communication line access, and networking devices external to the System. Regardless of whether the Member uses a proprietary execution management system or that of a third-party vendor, the Member is solely responsible for all orders submitted to Exchange by the Member or under any authorized

trader number assigned to the Member or any of the Member’s officers, employees or agents, and agrees to accept and honor all orders submitted by such means, whether or not the orders are in error.

2. MEMBER REPRESENTATIONS

(a) Investment Industry Regulatory Organization of Canada (IIROC) Dealer Membership. The Member represents that it: (i) is a dealer member in good standing of IIROC or any successor recognized as a self regulatory entity or comparable self-regulatory entity, (ii) has the authority, pursuant to all applicable Alpha Requirements (as defined in the Trading Policies), to engage in the activities contemplated herein, and (iii) will promptly notify Exchange in writing if it ceases to be so qualified.

(b) Regulated by IIROC. The Member will be regulated by IIROC or any successor entity recognized as a regulation service provider.

(c) Alpha Requirements. All rights granted to and all obligations assumed by the Member pursuant to this Agreement, whether on its own behalf or on behalf of its clients to which it provides sponsored access (“DMA Eligible Clients”), are subject to all Alpha Requirements and nothing in this Agreement shall diminish or reduce in any way the obligations of the Member that are established by the Alpha Requirements. The Member and its DMA Eligible Clients’ use of the System may be monitored by any securities or other regulatory authority having jurisdiction over the Exchange and any such authority may enforce the Member’s compliance with Alpha Requirements.

(d) Appropriate Resources and Settlement Capacity. The Member has appropriate resources, policies and procedures in place to ensure compliance with all applicable Alpha Requirements and the requirements of any clearing agency utilized by the Exchange when undertaking any activity on the System in furtherance of a trade and has the capacity to settle all trades executed on or through the use of the System.

(e) National Instrument 24-101. The Member confirms that it has established, maintains and enforces policies and procedures designed to achieve trade matching in accordance with National Instrument 24-101 – TradeMatching and Settlement.

(f) Capacity. The Member has the power and capacity to enter into this Agreement and perform its obligations under this Agreement. The execution and delivery of this Agreement and the performance of the obligations hereunder have been duly authorized by all necessary corporate or other legal action on the part of the Member.


April 15, 2011 (2011) 34 OSCB 4797

(g) Valid Agreement. This Agreement constitutes a valid and binding obligation of the Member, enforceable against it in accordance with its terms, subject however to limitations with respect to enforcement imposed by laws in connection with bankruptcy or similar proceedings and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the court from which they are sought.

3. EXCHANGE REPRESENTATIONS AND DISCLOSURE

(a) Regulation of Exchange. Exchange is a marketplace that will be regulated in accordance with all applicable regulatory requirements.

(b) Capacity. Exchange has the power and capacity to enter into this Agreement and perform its obligations under this Agreement. The execution and delivery of this Agreement and the performance of the obligations hereunder have been duly authorized by all necessary legal action on the part of Exchange.

(c) Valid Agreement. This Agreement constitutes a valid and binding obligation of Exchange, enforceable against it in accordance with its terms, subject however to limitations with respect to enforcement imposed by laws in connection with bankruptcy or similar proceedings and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the court from which they are sought.

(d) Related Registrants. Individuals who are members of the Board of Directors of the Exchange may be employees, officers, partners, or directors of other registered entities. Exchange has developed policies and procedures to address potential conflicts of interest arising as a result of any conflicts of interest or potential conflicts of interest that may arise as a result of such relationships.

4. FEES AND ACCESS

(a) Fees and access. Exchange shall provide the Member with access to the System and shall facilitate trades in specified financial instruments against payment by the Member of the fees and charges as set out by Exchange in Schedule 1, as amended from time to time. Exchange may at any time, and from time to time, on not less than 30 days’ written notice, increase any or all such fees or charges. All fees are net of all taxes and duties. A Member may choose to change its selected services with 30 days written notice. For greater certainty, Exchange will be entitled to decrease fees and charges by providing the Member with written notification of such a change within 30 days prior to the effective date of the change.

(b) Termination of access for failure to pay fees. All fees and charges shall become due and payable to Exchange at such time or times and in such a manner as Exchange shall require in writing. If the Member

has not paid any fees or charges within 30 days of becoming due and payable, Exchange may, without notice and without incurring liability to the Member, suspend the Member’s access to the System until all outstanding fees have been paid by the Member.

(c) Third-party payments. In all cases, the Member shall pay all fees and charges to Exchange in full, without any right of set-off or deduction. The Member shall pay when due all amounts payable to third parties arising from the Member’s use of the System, if any, including fees or charges payable to any government, regulatory authority or self regulatory organization in connection with use of the System.

(d) Collection of Fees. The Member will be entitled to elect a method of payment of fees pursuant to the Fee Payment Options section of the Member Application document attached hereto as Schedule 4. Where the Member does not complete Schedule 4, Exchange shall collect such fees from the Member directly.

(e) Sponsored Access of DMA Eligible Clients. If the Member provides access to the System to its DMA Eligible Clients in accordance with Exchange’s policies relating to such access, then prior to granting such Sponsored Access, the Member shall execute with each DMA Eligible Client a binding legal agreement containing, among other things, the terms specified in Schedule 5 to this Agreement and provide Exchange with any other required DMA Eligible Client documentation as requested by Exchange from time to time. Member shall comply with the provisions of the Trading Policies regarding DMA Eligible Clients.

5. COMPLIANCE WITH EXCHANGE TRADING POLICIES

(a) Trading Policies. Exchange has adopted specific rules and policies defining how the Exchange marketplace operates to facilitate trades in specified financial instruments, as made available by Exchange and as amended from time to time (“Trading Policies”), which Trading Policies are incorporated by reference into and form a part of this Agreement as if such Trading Policies were set out in their entirety herein. The Member shall comply with such Trading Policies as they may be amended from time to time. By signing this Agreement, the Member acknowledges that it has reviewed all such Trading Policies and warrants that it shall take all reasonable efforts to ensure that it has procedures to monitor subsequent changes to such Trading Policies. Failure by Exchange to exercise any of its rights, powers or remedies under the Trading Policies or its delay to do so will not constitute a waiver of those rights, powers or remedies. The single or partial exercise of a right, power, or remedy will not prevent its subsequent exercise or the exercise of any other right, power or remedy. Exchange will not be deemed to have waived the exercise of any right, power or remedy unless such waiver is made in writing and delivered to the person to whom such waiver


April 15, 2011 (2011) 34 OSCB 4798

applies, if such waiver applies generally. Any waiver may be general or particular in its application, as determined by Exchange.

(b) Responsibility for transactions. Exchange shall not be, directly or indirectly, a party to any transaction posted to, or consummated on, the System, and Exchange shall not be responsible for or otherwise guarantee, any transaction effected by the Member through the System with any other party. The Member is solely responsible for confirming the accuracy, completeness and integrity of information used by it and any resulting transaction. The Member shall proceed solely against the counterparty to collect or recover any amounts owing to it or enforce any of its rights in connection with or as a result of transactions entered into with such third party through the System. All Exchange trades are executed directly between Members. Exchange does not act as counterparty to any Exchange trades and does not guarantee settlement.

(c) Maintaining records. The Member shall be respon-sible for maintaining any records required relating to transactions sent and received by it on the System. For the purpose of this section records relating to transactions will include all information directly or indirectly relating to orders routed to the System or trades executed on the System.

(d) Market Makers. Where the Member wishes to act in the role of a “Market Maker”, the Member shall execute an agreement in the form of the Market Maker Agreement attached here to as Schedule 2.

(e) Odd-Lot Dealers. Where the Member wishes to act in the role of an “Odd-Lot Dealer” the Member shall execute an agreement in the form of the Odd-Lot Dealer Agreement attached hereto as Schedule 3.

6. COMPLIANCE WITH ALPHA REQUIREMENTS AND AUTHORIZED ACCESS

(a) Member Obligations. Notwithstanding any other provision of this Agreement, as between Exchange and the Member, it is the sole responsibility of the Member to ensure compliance with all Alpha Requirements pertaining to trading related activity of the Member, its officers, employees, directors and agents and all clients or other persons for whom the Member provides access to the System. The liability of the Member under this Agreement shall not, in any circumstance, be limited or mitigated by any failure of Exchange to provide training, training material or updates, or notice of change to the applicable Alpha Requirements relating to the entry and trading of orders.

(b) Authorized Use. The Member shall implement security systems and policies to prevent unauthorized use or misuse of the System and data available by use of the System by persons accessing the System. The Member shall take reasonable steps to ensure each

authorized employee is fully aware of the Member’s obligations under this Agreement and ensure that all employees comply with such obligations and all Alpha Requirements. The Member shall be responsible for all instructions entered, transmitted or received under an authorized trader identification, and for the trading and other consequences thereof. If Exchange reasonably believes that a Member’s employee or agent is breaching System security or is otherwise misusing the System, the Member shall, upon notice from Exchange, promptly terminate such access to the System. If the Member fails to do so, Exchange shall have the right to take such action as it considers necessary, in its sole discretion, to prevent access to the System by any person, including the termination of the Member’s right to access the System in its entirety.

(c) Technical failure or security breach. The Member shall cease use of the System as soon as practicable after it is notified by Exchange, or it otherwise becomes aware of or suspects, a technical failure or security breach of the System and immediately notify Exchange of such failure or breach of security in accordance with the notice provisions set out in the Trading Policies or other Exchange documentation.

(d) Monitoring and Surveillance. The Member acknowl-edges that it is not the intention of the parties, as a result of the execution of this Agreement, to delegate to Exchange any responsibilities for compliance with any Alpha Requirements, including but not limited to applicable privacy legislation and applicable anti-money laundering legislation. For greater certainty, Exchange will have no verification requirements pursuant to applicable anti-money laundering legislation.

(e) Information Privacy. By executing this Agreement, the Member confirms that it has obtained the necessary consent to disclose the information provided to Alpha in the Member Application. The Exchange will maintain and use such information in accordance with its Privacy Policy which will be posted on the Exchange website or otherwise communicated to the Member, as amended from time to time.

7. USE OF TRADING DATA

(a) Access to data. Pre-trade order data and post-trade transaction data pertaining to the Member’s trading related activity on Exchange (“Private Data”) may be obtained through Exchange either directly or through the services of information vendors, including any information processor, with connectivity to the Exchange. The Member agrees that receipt of pre-trade order data and post-trade transaction data pertaining to all other trading related activity on Exchange (“Public Data” and, together with Private Data, “Exchange Trading Data”) shall be governed by, and the receipt and use thereof shall be subject to the terms and conditions of, other agreements between the Member and Exchange, including without


April 15, 2011 (2011) 34 OSCB 4799

limitation a data use agreement and/or a data distribution agreement.

(b) Use of Exchange Trading Data. The Member shall be permitted to use the Public Data for internal trading activity purposes only. The Member shall not retransmit, disseminate, sell, lease, license, distribute, publish, broadcast, circulate or commercially exploit Public Data or assign their rights in relation to such Public Data without Exchange’s express prior written consent, and the Member shall comply with any limitations imposed on the use of Public Data (whether such limitations are imposed directly by Alpha or communicated by a third party information processor or information vendor). For greater certainty the Member shall be entitled to provide Public Data to its clients to confirm execution of trades, facilitate clearing and settlement, and comply with applicable Alpha Requirements. All Public Data is protected by copyright and we reserve all intellectual property rights therein.

(c) No warranties. Neither the Exchange nor any partner, associate, related party or affiliate makes any warranty, representation or guarantee as to the sequence, accuracy, completeness or timeliness of Exchange Trading Data. Without limiting the foregoing, all express or implied, direct or indirect, representations, warranties and conditions in respect of Exchange Trading Data arising or implied by statute, common law, custom, usage of trade, course of performance, course of dealing or otherwise, including but not limited to any representations or warranties or conditions of merchantable quality and/or fitness for a particular purpose, are expressly excluded.

(d) Rights to resell. Exchange and its affiliates may, in Exchange’s sole discretion, resell, distribute, market or license any or all Exchange Trading Data to any other person, or otherwise use any or all such data as Exchange or its affiliates see fit and is entitled to keep all compensation provided, however, that neither Exchange nor its affiliates shall identify the Member in connection with any Exchange Trading Data, except:

i. if the Member uses Exchange functionality that provides order and/or trade attribution;

ii. for reporting to CDS or any clearing and settlement agent for clearing and settlement purposes;

iii. as required pursuant to applicable Alpha Requirements;

iv. for dispute resolution purposes with the Member;

v. to legal or accounting advisers on a confidential basis; or

vi. as otherwise expressly set forth in this Agreement.

(e) The provisions of this Part 7 shall survive the termination of this Agreement.

8. PERSONAL AND CONFIDENTIAL INFORMATION

(a) Personal information regarding the Member’s directors, officers and employees. Exchange will not release personal information relating to the Member’s directors, officers, employees, contractors or clients unless:

i. the individual in question has consented in writing to the release of the information;

ii. the release of the information is required by an Alpha Requirement or pursuant to a regulatory purpose; or

iii. the information has been publicly disclosed by another person or company and the disclosure was lawful.

The Member represents that they have obtained or shall obtain, as applicable, all necessary consents to allow the Member to disclose the information relating to its directors, officers, employees, contractors and clients referenced above as required under this Agreement.

(b) Definition of Confidential Information. “Confidential Information” shall mean information about the disclosing party’s (or any of its clients’) business activities that is proprietary and confidential, which will include all business, financial and technical and other information including:

i. information expressly marked or disclosed or implicitly disclosed as confidential or proprie-tary, including, without limitation, all forms and types of financial, business, scientific, tech-nical, economic, competitively sensitive or engineering information including, but not limited to, patterns, plans, compilations, pro-gram devices, discoveries, ideas, concept, know-how, techniques, formulas, blueprints, designs, prototypes, methods, processes, procedures, codes, unpatented inventions, marketing plans, financial plans, business plans, or names of customers or suppliers, whether tangible or intangible, and whether or how stored, compiled, or memorialized physi-cally, electronically, graphically, photographi-cally, or in writing;

ii. all proprietary software programs, and proprietary computer software designs and architecture, in whatever form, regardless of whether marked or designated as confidential or proprietary;


April 15, 2011 (2011) 34 OSCB 4800

iii. information commonly recognized as proprietary trade secrets; and

iv. all copies of any of the foregoing or any analyses, studies or reports that contain, are based on, or reflect any of the foregoing.

Confidential Information shall not include any information that the receiving party can show:

i. was in receiving party’s possession free of any obligation of confidence prior to receipt from the disclosing party;

ii. is independently developed by the receiving party without access to or unauthorized use or disclosure of Confidential Information;

iii. is in the public domain or becomes available to the public through no breach of this Agreement by the receiving party;

iv. was communicated by the disclosing party to a third party free of obligation of confidence; or

v. is received by the receiving party independently from a third party free to disclose such information to the receiving party.

(c) Treatment of Confidential Information. The receiving party shall treat the Confidential Information with at least the same degree of care that it uses to protect its own confidential and proprietary information of a similar nature, but no less than a reasonable degree of care under the circumstances and shall not disclose, duplicate, copy, transmit or otherwise disseminate in any manner whatsoever, Confidential Information provided to the receiving party by reason of the relationship established by this Agreement, or learned by the receiving party by reason of this Agreement, except to the receiving party’s regular employees, including the employees of the receiving party’s corporate parent (if any) and those of its direct subsidiaries and of the subsidiaries of its corporate parent, and, subject to the provisions below, to the agents, partners, limited partners, contractors, advisers, and consultants of the receiving party.

(d) Need to know. All such persons receiving Confidential Information shall:

i. have a need to know such Confidential Information for performance of duties or obligations related to the purpose of this Agreement;

ii. have been informed of the confidential nature of the Confidential Information; and

iii. be bound, by terms of their employment, to maintain the confidentiality of confidential information in their possession.

(e) Notice of request by a third party. In the event that the receiving party is requested or required (by the order of a court of competent jurisdiction or other governmental or regulatory body exercising legitimate authority, civil investigative demand or similar process) to disclose any Confidential Information of the disclosing party, that the receiving party will, to the extent permitted by law, provide the disclosing party with prompt notice of such request or requirement so that the disclosing party may seek an appropriate protective order or waive compliance by the receiving party with the provisions of this Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, the receiving party is nonetheless, in the opinion of the receiving party’s counsel, legally required to disclose such Confidential Information forwarded by the disclosing party or else stand liable for contempt or suffer other censure or penalty, the receiving party may disclose such information without liability hereunder, provided, however, that the receiving party shall disclose only that portion of such Confidential Information which it is legally required to disclose.

(f) The provisions of this Part 8 shall survive the termination of this Agreement.

9. SETTLEMENT OF DISPUTES AND ARBITRATION

(a) Disputes between the Member and Exchange. In the event of any dispute arising between the Member and Exchange which has not been resolved, the Member may appeal to the Regulatory Oversight Committee of the Exchange (the “ROC”) in accordance with the procedures set forth in the Trading Policies. If the Member wishes to appeal any decision of the ROC, the Member may appeal the decision by following the arbitration procedures set out below and/or by appeal to the securities regulatory authority. A Member may not appeal the same issue by both arbitration and appeal to the securities regulatory authority; however, a Member may appeal different issues separately by arbitration and to the securities regulatory authority. Once an issue has been decided upon, whether by arbitration or by the securities regulatory authority, that same issue cannot be pursued to the alternative forum so that the same issue is being reviewed by both arbitration and appeal to the regulatory authority.. If the Member chooses arbitration, the issue shall be submitted to the decision of a single arbitrator, who shall be qualified and independent of the parties to the dispute, selected as hereinafter provided, and the decision of such an arbitrator shall be final and binding on all parties. In addition, the electronic records of the Exchange will govern in the event that facts relating to any of the Member’s orders or transactions executed through the Exchange are disputed, unless there is clear proof of an error in such electronic records of


April 15, 2011 (2011) 34 OSCB 4801

orders or transactions. The nomination of the arbitrator shall be as follows:

i. The independent arbitrator shall be agreed upon by the Member and Exchange, or if they cannot agree on an arbitrator, either party may apply to the Ontario courts to have an independent arbitrator appointed (the “Arbitrator”). The Arbitrator shall act as the sole arbitrator in respect of all matters, including procedural matters including scheduling, production of documents and giving directions.

ii. Within ten days following the appointment of the Arbitrator, the Member shall deliver to Exchange and the Arbitrator a statement of dispute concisely setting for the facts and law upon which it relies. Ten days following delivery of this statement of dispute, Exchange shall deliver to the Member and the Arbitrator a statement of response responding to the statement of dispute and concisely setting for the facts and law upon which it relies. Where the Arbitrator has not been appointed during such time periods, the statement of dispute and response to the statement of dispute shall be delivered to the Arbitrator promptly following the date of the Arbitrator’s appointment.

(b) Notice. The Arbitrator shall forthwith give written notice to the parties of the time and place of its first sitting, which shall be held promptly and if at all possible within ten Business Days after the appointment of the Arbitrator, and shall require them to be present and to produce any records, books, documents or paper respecting the matter at issue, and at such time and place, or at any other time and place to which they shall give written notice to the Member and Exchange, the Arbitrator shall hear each of the parties, shall make such inquiries and receive such evidence as they may deem necessary, and shall decide the subject matter in dispute and fix the costs of arbitration and shall make its award and forward the same in writing to all parties concerned. The Arbitrator shall be instructed that time is of the essence and requested to make its judgment as soon as possible and if at all within ten Business Days of the completion of the hearing.

(c) The Arbitration Act. The Arbitration Act, 1991 (Ontario) shall apply to the arbitration. The arbitration shall take place in Toronto, Ontario, shall be governed in all respects by the substantive law of Ontario (and the federal laws of Canada applicable therein), and shall be kept confidential (both to as its existence and all proceedings and documents related thereto) except as required by applicable law (including disclosure and reporting obligations attendant on public companies) or self-regulatory organization requirements or for enforcement purposes.

(d) Disputes between Members. Any dispute arising between Members relating to trading related activity conducted utilizing the System will be carried on in the same manner as a contractual dispute pursuant to Section 9(a). Even where the Exchange is not a party to any dispute, it shall be entitled, but not required, to be present and state its position. The Exchange shall provide such electronic records as the parties to the dispute may request relating to the dispute, however where such information is Confidential Information the provisions of Part 8 shall take precedence.

(e) Interest on awards. The award shall bear interest from the date of award at 12% per annum payable and calculated monthly, and shall bear pre-award interest as determined by the arbitrators.

(f) Award enforceable. The award may be enforced in court.

(g) Award final. The award of such arbitration shall be final and not subject to review or appeal, and shall be binding upon all parties concerned. Section 9 of the Agreement shall survive any termination of the Agreement.

(h) Exclusive Remedy. Section 9 shall be the exclusive remedy under the Agreement, but without prejudice to any other rights or remedies expressly provided for in the Agreement.

10. GENERAL PROVISIONS

(a) Notices. All notices hereunder shall be given in writing and shall be deemed to have been duly given upon receipt, by delivery in person, by confirmed facsimile, by registered or certified mail, by overnight delivery (postage prepaid) to the respective party, or by electronic mail sent to the Member at its address, electronic mail address or facsimile number indicated on the Member Information Form hereof, and to Exchange at:

Alpha Exchange Inc. 70 York Street, Suite 1501 Toronto, Ontario, M5J 1S9 Attention: Head of Legal Fax: 416-642-2120 E-mail: [email protected]

or, in each case, to such other address or facsimile number subsequently provided in writing by such party to the other. Any such notice shall be effective upon the receipt thereof by the party to whom sent.

(b) Termination. Subject to other specific provisions herein, either party shall be entitled to terminate this Agreement by providing the other party with not less than twenty (20) business days notice, in writing.


April 15, 2011 (2011) 34 OSCB 4802

(c) Effective Date. This Agreement will take effect immediately upon execution by both the Member and Exchange, and will remain in force until terminated in accordance with the terms hereof. If either party terminates this Agreement, immediately following the effective date of such termination the Member shall permit Exchange to immediately remove the Member’s access to the System and shall return or destroy all materials provided by Exchange pursuant to this Agreement relating to the System except where the retention of such materials is required by statute or pursuant to Alpha Requirement. Termination of this Agreement shall not affect any liability, including trading fees, that has accrued as of the date of termination.

(d) Laws governing. This Agreement shall be governed by the laws of the Province of Ontario and both parties unconditionally attorn to the exclusive jurisdiction of the courts of the Province of Ontario.

(e) Amendments. Exchange may make amendments to this Agreement and the Trading Policies by providing thirty (30) days’ written notice to Members.

(f) Assignment of rights. Neither party may transfer or assign its rights and obligations under this Agreement without the prior written consent of the other party. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Notwithstanding the above, Exchange shall be entitled to assign its rights and obligations hereunder to any party (i) controlling Exchange; (ii) controlled by Exchange; or (iii) that shares a common controlling entity as Exchange, by providing the Member with notification of such assignment.

(g) Execution in counterparts. This Agreement may be executed in counterparts. Each executed counterpart may be delivered to the other party by facsimile and/or electronic file, and copies bearing the signature of a party will constitute a valid and binding execution and delivery of this Agreement.

(h) Whole or partial invalidity. The whole or partial invalidity of any provision of this Agreement shall not affect the validity of any other provision of this Agreement If any provisions or conditions of this Agreement shall be held to be unenforceable by a court, or regulatory or Self-Regulatory Organization, such invalidity or unenforceability shall attach only to such provision or condition. The validity of the remaining provisions and conditions shall not be affected thereby and this Agreement shall be carried out as if any such invalid or unenforceable provision or condition were not contained herein. To the extent permitted by law, the parties waive any provision of law that renders any provision of this Agreement invalid or unenforceable in any respect.

(i) Natural Disasters. Notwithstanding any other term or condition of this Agreement, neither Exchange nor the Member shall be obligated to perform or observe its obligations undertaken in the Agreement (except for obligations to make payments hereunder and regulatory obligations) if prevented or hindered from doing so by any circumstance found to be beyond its control, including industrial disputes of any nature, acts of nature, acts of a public enemy, acts of government, failure of telecommunications, software or hardware, sabotage, terrorism, lightning or electromagnetic disturbances, earthquake, flood, fire or other casualty and the other party will likewise be excused from performance of its obligations (other than timely payment of fees) to the extent such party's obligations relate to the performance so interfered with; provided that the party so affected uses its reasonable efforts to avoid or remove such causes of non-performance and shall resume performance hereunder with dispatch whenever such causes are removed.

(j) Language. The parties confirm their express wish that this Agreement, as well as any other documents relating to this Agreement, including notices, schedules and authorizations, have been and shall be drawn up in the English language only. Les parties aux présentes confirment leur volonté que cette convention, de même que tous les documents, y compris tous avis, annexes et autorisations s’y rattachant, soient rédigés en la langue anglaise seulement.

(k) Effect of Termination. Termination of the Agreement shall not terminate or negate any obligations of the Member to complete or implement any transaction entered into prior to such termination or arising from or accruing from authorized activities of Member up to the effective time of termination.

(l) System provided “as is”. THE SYSTEM IS PROVIDED “AS IS”. NONE OF EXCHANGE, ITS RELATED PARTIES, SUBSIDIARIES, AFFILIATES, AGENTS, PARTNERS OR ANY THIRD PARTY PROVIDER MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION OR AS TO RESULTS TO BE ATTAINED BY MEMBER OR ANYONE ELSE FROM THE USE OF THE SYSTEM. EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT, EXCHANGE, ITS RELATED PARTIES, SUBSIDIARIES, AFFILIATES, AGENTS, PARTNERS OR ANY THIRD PARTY PROVIDER DISCLAIM ALL WARRANTIES, CONDITIONS, GUARANTIES OR REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, IN LAW OR IN FACT, ORAL OR IN WRITING, OR THAT ARISE FROM STATUTE OR FROM A COURSE OF DEALING, USAGE OR TRADE INCLUDING WITHOUT LIMITATION ANY WARRANTIES, CONDITIONS, GUARANTIES OR REPRESENTATIONS OF FITNESS FOR PURPOSE, MERCHANTABILITY OR MERCHANTABLE OR SATISFACTORY QUALITY, OR NON-


April 15, 2011 (2011) 34 OSCB 4803

INFRINGEMENT. NONE OF EXCHANGE, ITS RELATED PARTIES, SUBSIDIARIES, AFFILIATES, AGENTS, PARTNERS OR ANY THIRD PARTY PROVIDER SHALL HAVE ANY RESPONSIBILITY TO MAINTAIN THE SYSTEM OR TO SUPPLY ANY CORRECTIONS, UPDATES OR RELEASES IN CONNECTION THEREWITH. NONE OF EXCHANGE, RELATED PARTIES, SUBSIDIARIES, AFFILIATES, AGENTS, PARTNERS OR ANY THIRD PARTY PROVIDER IS SOLICITING ANY ACTIVITY BASED UPON THE USE OF THE SYSTEM. NONE OF EXCHANGE, RELATED PARTIES, SUBSIDIARIES, AFFILIATES, AGENTS, PARTNERS OR ANY THIRD PARTY PROVIDER WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, HOWEVER CAUSED, INCLUDING ANY TRADING LOSSES OR FAILURE TO SUCCESSFULLY IMPLEMENT ANY INVESTMENT STRATEGY REGARDLESS OF WHETHER EXCHANGE, ANY OF ITS RELATED PARTIES, SUBSIDIARIES, AFFILIATES, AGENTS, PARTNERS OR ANY THIRD PARTY PROVIDER HAS BEEN ADVISED OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH LOSSES. THIS SECTION SHALL SURVIVIE THE TERMINATION OF THIS AGREEMENT.

(m) Liability.

i. Except for Exchange’s indemnity obligations hereunder or breaches of its obligations pursuant to Section 8(a) of this Agreement, Exchange’s entire aggregate liability arising from or related to this Agreement shall not exceed the fees charged by Exchange to the Member in the six (6) months preceding the date that the first cause of action arose, even if such cause of action is continuing.

ii. In no event shall any of Exchange’s related parties, affiliates, partners or any third party providers of any of Exchange’s or such other entities officers, directors, employees or agents have any liability to the Member under or related to this Agreement.

iii. This Section shall not exclude or restrict Exchange’s liability for death or personal injury arising from either the negligence of Exchange or its officers, employees, agents, or partners, including where they are acting in the ordinary course of their duties. Such liability shall in no event exceed the sum of one million dollars ($1,000,000).

iv. Money damages may both be incalculable and an insufficient remedy for any breach of the Agreement by such party or its employees, agents or representatives and that any such breach would cause the other party irreparable harm. In the event of any such breach or threatened breach of the

Agreement, the other party shall be entitled to seek equitable relief, including by way of injunction and specific performance.

v. Neither Exchange nor the Member shall be liable under any circumstances for any indirect, incidental, reliance, special, punitive or consequential damages including, but not limited to: lost profits, lost opportunities, even if the applicable party has been advised of the possibility of such damages.

(n) Disclaimers. All disclaimers and limitation herein shall apply regardless of the nature of any cause of action or demand (including, but not limited to breach of contract, breach of warranty, negligence, strict liability, tort or any other cause of action) and shall survive a fundamental breach or breaches and/or failure of the essential purpose of this Agreement or any remedy contained herein.

(o) Ownership. The components of the System include but are not limited to: operating systems software, database software, applications software, hardware and firmware. Exchange retains ownership of the System and all rights, title and interest therein including all patents copyrights, trade secrets and other intellectual property rights in and to the System. This Agreement does not grant or give the Member any right, title or interest of any type in the System or in any patents, copyrights, trade secrets or other intellectual property rights associated with the System. For greater certainty, this Agreement does not convey to the Member, or any other person, a license or right, either express or implied to use any software incorporated into the System. Except as specifically set out herein, the Member shall not use any of the trademarks or trade names of or used by Exchange in connection with the System or any other intellectual property associated with the System without the prior written consent of Exchange.

(p) Indemnifications.

i. Exchange agrees to indemnify and hold harmless, either on its own behalf, or on behalf of a third party provider, subject to the limitations herein set forth, any losses, damages or expenses incurred by the Member arising from any claim, suit or proceeding commenced by a third party alleging that there has been an infringement of any such third party's intellectual property rights resulting from the execution of this Agreement or use of the System (“Infringement Claim”). The Member agrees that Exchange shall be relieved of the foregoing obligations unless the Member notifies Exchange promptly in writing of such claim, suit or proceeding and gives Exchange authority to defend and settle such proceeding as contemplated herein, and, at


April 15, 2011 (2011) 34 OSCB 4804

Exchange and/or third party’s expense, as applicable, gives Exchange and/or third party provider proper and full information and assistance to settle and/or defend any such claim, suit or proceeding but such relief will only apply to the extent that such delay or failure to provide such notification compromises Exchange’s ability to defend such claim, suit or proceeding or cause Exchange to incur additional costs. Neither Exchange nor third party providers shall be liable for any costs or expenses incurred without their prior written authorization. Claims resulting from the modification of the System by the Member or any third party or the use or combination of the System with any hardware, software, data or products of any other person (including any entity) other than Exchange are not Infringement Claims and therefore are excluded from this indemnity. In the event of any Infringement Claim, Exchange may at its sole option and discretion (i) obtain a license to enable Exchange to continue to use the System as contemplated hereunder, (ii) replace or modify the subject matter of the Infringement Claim to make it non-infringing, or (iii) immediately terminate this Agreement by notice to the Member. Exchange’s obligation to indemnify the Member under this Section shall be limited, in the aggregate, to the total amount actually paid by the Member to Alpha under this Agreement.

ii. The Member will indemnify, defend, and hold Exchange, its related parties, subsidiaries, affiliates, partners, officers, directors and employees harmless of and from any demands, losses, claims, judgment, liabilities, actions, proceedings, penalties, damages, costs or suits (other than for Infringement Claims) that arise out of or relate to the use, or inability to use, or defects or deficiencies with the System including any claims related to the Member’s or DMA Eligible Client’s use or misuse, or inability to use, the System or defects or deficiencies arising from or related to such use or inability to use the System. The Member shall pay on demand all amounts due under this section. Exchange agrees that the Member shall be relieved of the foregoing obligations unless the Member notifies Exchange promptly in writing of such claim, suit or proceeding and gives Exchange authority to defend and settle such proceeding as contemplated herein, and, at Exchange and/or third party’s expense, as applicable, gives Exchange and/or third party provider proper and full information and assistance to settle and/or defend any such claim, suit or proceeding but such relief will

only apply to the extent that such delay or failure to provide such notification compromises Exchange’s ability to defend such claim, suit or proceeding or cause Exchange to incur additional costs.

iii. The indemnities set out in this Section 10(p) shall survive the termination of this Agreement.

(q) Further Documents. Each of Exchange and the Member shall from time to time execute and deliver all such further documents and instruments and do all acts and things as the other party may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of the Agreement.

(r) Currency. Unless otherwise expressly specified, all amounts referred to herein shall be denominated in Canadian dollars.

(s) Time of the Essence. Time shall be the essence of the Agreement.

(t) Complete Agreement. This Agreement, and the schedules as amended from time to time in accordance with the Agreement and any other agreements executed by the parties for additional services, contains the entire Agreement between the parties with respect to trading on the System. This Agreement may be modified only by a writing signed by all parties to this Agreement and any such modification shall not be deemed to be a cancellation of this Agreement.


April 15, 2011 (2011) 34 OSCB 4805

MEMBER AUTHORIZATION AND DECLARATION The Member hereby certifies that the information is provided by the Member for the purpose of accessing the Exchange is correct. The undersigned is a signing officer with authority to bind the Member to the terms of the Agreement.

Member

Name of Signing Officer Title

Signature Date

Alpha Exchange Inc.


Signature Date


April 15, 2011 (2011) 34 OSCB - 4806 -

SCHEDULE 1

______________________________________________________________________

Exchange Fee Schedule Effective March 1, 2011

Trading Services

Access Fees

Trading Service Fee Initial Application $3,000

Monthly Access $1,250

Transactional Fees

Equity Trades Fee/Share Auction (Open, Close or Halt) Trade Price/Share < $1 Trade Price/Share >=$1 &<$5

$0.0000 $0.0000

Trade Price/Share >= $5 $0.0000 Continuous Active – Exchange Traded Funds Trade Price/Share < $1 Trade Price/Share >=$1

$0.0003 $0.0025

Continuous Active – Other Trade Price/Share < $1 Trade Price/Share >=$1 &<$5

$0.0003 $0.0025

Trade Price/Share >= $5 $0.0035 Continuous Passive – Exchange Traded Funds Trade Price/Share < $1 Trade Price/Share >=$1

-$0.0002 -$0.0021

Continuous Passive – Other Trade Price/Share < $1 Trade Price/Share >=$1 &<$5

-$0.0002 -$0.0021

Trade Price/Share >= $5 -$0.0031 Continuous Unintentional Crosses Trade Price/Share <$1 Trade Price/Share >=$1 &<$5

$0.0001 (net) $0.0004 (net)

Trade Price/Share >=$5 $0.0004 (net) Printing Facility Intentional Crosses $0.0000 Odd Lot Trades – Exchange Traded Funds Trade Price/Share < $1 Trade Price/Share >=$1

$0.0003 $0.0025

Odd Lot Trades – Other Trade Price/Share < $1 Trade Price/Share >=$1 &<$5

$0.0003 $0.0025

Trade Price/Share >= $5 $0.0035 Note/Debenture Trades Fee/$1,000 par value Auction (Open, Close or Halt) $0.0000 Continuous Active $0.0900 Continuous Passive -$0.0800 Continuous Unintentional Crosses $0.0100 (net) Printing Facility Intentional Crosses $0.0000 Odd Lot Trades $0.0900 Specialty Trades Fee/Share All or None Orders See note 5 Iceberg Orders See note 6


April 15, 2011 (2011) 34 OSCB - 4807 -

Notes

1) All fees quoted are in Canadian dollars.

2) Transactional Fees are GST/HST-exempt. GST/HST is charged only on Access Fees.

3) Fees relating to “Odd Lot Trades” do not pertain to trades executed by “Odd Lot Dealers” relating to their obligations as an “Odd Lot Dealer”. Such fees are set out in the Odd Lot Dealer Agreement.

4) Continuous unintentional crosses will be charged on a net basis. For invoicing purposes, unless using the Alpha Billing Facility, the active side and the passive side of the trade will be charged the amount equal to the corresponding Continuous Active and Continuous Passive fees. Subscribers using the Alpha Billing Facility can select different fees for the active side and for the passive side of the trade while respecting the net fee.

5) “All or Non Orders” will be charged the corresponding Active fees.

6) “Iceberg Orders” will be credited the corresponding Passive rebate for executed transactions.


April 15, 2011 (2011) 34 OSCB - 4808 -

SCHEDULE 2

MARKET MAKER APPLICATION FORM AND AGREEMENT

Member: ___________________________

Security requested: ___________________________

January – March 201_

April – June 201_

July – September 201_

October – December 201_

Minimum Size Commitment(shares)

Average Time Weighted Spread (cents)

Note: The same size commitment is required for both the bid and offer. The size and spread set in the fourth quarter of this agreement will remain in effect unless the Market Maker receives approval from Alpha Exchange Inc. to change its commitment.

Market Maker Approved Trader: ___________________________

Back-up Trader: _______________________________________

Is the Member, the Market Maker Approved Trader or the Back-up Trader an insider (as defined in section 1.1 of the Securities Act (Ontario) of the issuer of the security that is the subject of this application? If yes, provide details:

______________________________________________________________________________________________________

______________________________________________________________________________________________________

______________________________________________________________________________________________________


April 15, 2011 (2011) 34 OSCB - 4809 -

1. MARKET MAKER RESPONSIBILITIES

(a) Appointment of Market Makers. Upon execution of this Agreement, ________________ (“the Market Maker”) agrees to act as a Market Maker in accordance with the Trading Policies of Alpha Exchange Inc. (“Alpha”) provided to the Market Maker (“Policies”), as amended from time to time. Alpha shall be entitled to appoint the Market Maker as the Market Maker and assign responsibility for specific securities in accordance with the terms of the Policies or in such other manner as Alpha may deem appropriate, in its sole discretion.

(b) Status as a Member. The Market Maker agrees to: (i) maintain its status as a Member of Alpha; and (ii) take all commercially reasonable steps to ensure that it complies with all requirements to act as a Market Maker set out in the Policies, as amended from time to time. Where the Market Maker does not comply with such requirements it will immediately advise Alpha of such failure in writing. Such notification will include specific information as to the nature of such failure to comply.

(c) Obligations of Market Makers . The Market Maker will carry out all obligations of a Market Maker as set out in Policies or as otherwise directed by Alpha and will at all times carry out all obligations in compliance with the Alpha Requirements, as defined in the Member agreement entered into by the Market Maker and Alpha, as amended from time to time (the “Member Agreement”).

(d) Resources. The Market Maker represents and warrants that it has and will continue to have necessary resources, including trained personnel and technology, to allow it to carry out all if its obligations pursuant to this agreement and the Policies.

(e) Market Maker Policies. The Market Maker shall implement policies and procedures to monitor the conduct for compliance with the Policies applicable to Market Maker and changes to such policies.

(f) Term. The Market Maker agrees to act as a Market Maker for all securities assigned by Alpha for a period of one (1) year, with an automatic renewal for addition one year terms, subject to each party’s right to terminate in accordance with the specific provisions of this agreement (the “Term”). All terms shall expire on the anniversary of each year.

2. ALPHA RESPONSIBILITIES

(a) Access to Information. Alpha shall take reasonable steps to provide the Market Maker with access to data and information to allow the Market Maker to undertake its obligations hereunder.

(b) Changes to Policies. Where practical to do so, Alpha shall take reasonable steps to notify the Market Maker of proposed changes to the Policies not less than 30 days prior to the implementation of such a change. Notwithstanding this obligation, Alpha may implement any change in Policies without such notification where Alpha deems the immediate implementation of such change is necessary or desirable, in its absolute discretion. Nothing in this section shall be construed to affect the Market Maker’s responsibility to comply with Section 1(e) herein.

3. TERMINATION OF RESPONSIBILITIES

(a) Breach of Obligations. Alpha shall be entitled to revoke the Market Maker’s appointment as a Market Maker for any or all securities or attach such additional terms or conditions to this agreement as Alpha deems to be necessary, where:

(i) the Market Maker fails to comply with any term of this agreement or the Policies;

(ii) Alpha determines, in its sole discretion, that the Market Maker or its officers, employees, directors or agents have violated any Alpha Requirement;

(iii) Alpha believes, in its sole discretion, that the Market Maker cannot or may not in the future carry out its obligations as a Market Maker under the Policies or this agreement; or

(iv) Alpha has determined, in its sole discretion that the Market Maker or its officers, employees, directors or agents have in any way acted in a manner that is detrimental to the interests of Alpha or the public.

(b) Termination for Convenience. The Market Maker shall be entitled, during the Term, to terminate its responsibilities hereunder, in relation to all securities for which it acts as a Market Maker by providing not less than sixty (60) days written notice of its intention to do so.


April 15, 2011 (2011) 34 OSCB - 4810 -

(c) Transition. The Market Maker agrees to comply with all provisions of the Trading Policies relating to the transition responsibilities as a Market Maker wherever its responsibilities have been terminated or suspended hereunder. The Market Maker has appropriate resources, policies and procedures in place to ensure compliance with all applicable Alpha Requirements when undertaking any activity on the System in furtherance of a trade, and has the capacity to settle all trades executed on or through the use of the System.

4. FEES AND CREDITS

(a) Fees. The Market Maker shall be obliged to pay fees and entitled to receive credits in accordance with Attachment Aof this Market Maker Agreement.

(b) Invoicing. Alpha shall, as an element of the invoice provided pursuant to the Member Agreement, invoice the Market Maker for all fees payable, or where applicable credits payable by Alpha, under this Market Maker Agreement. All fees payable, or credits earned hereunder will be aggregated with fees payable under the Member Agreement in a single invoice payable monthly.

5. GENERAL

(a) All capitalized terms not otherwise defined herein shall have the definition assigned for that term in the Member Agreement.

(b) Notices. All notices hereunder shall be provided herein in the same manner as described in the Member Agreement.

(c) Laws governing. This agreement shall be governed by the laws of the Province of Ontario and both parties unconditionally attorn to the exclusive jurisdiction of the courts of the Province of Ontario.

(d) Amendments in writing. No amendment to this agreement shall be valid unless made in writing and signed by Alpha and the Market Maker.

(e) Assignment of rights. The Market Maker may not transfer or assign its rights and obligations hereunder without the prior written consent of Alpha. This agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

(f) Execution in counterparts. This agreement may be executed in counterparts. Each executed counterpart may be delivered to the other party by facsimile and/or electronic file, and copies bearing the signature of a party will constitute a valid and binding execution and delivery of this agreement.

(g) Whole or partial invalidity. The whole or partial invalidity of any provision of this agreement shall not affect the validity of any other provision of this agreement If any provisions or conditions of this agreement shall be held to be unenforceable by a court, or regulatory or self-regulatory authority, such invalidity or unenforceability shall attach only to such provision or condition. The validity of the remaining provisions and conditions shall not be affected thereby and this agreement shall be carried out as if any such invalid or unenforceable provision or condition were not contained herein. To the extent permitted by law, the parties waive any provision of law that renders any provision of this agreement invalid or unenforceable in any respect.

(h) Natural Disasters. Notwithstanding any other term or condition of this agreement, neither Alpha nor the Market Maker Dealer shall be obligated to perform or observe its obligations undertaken in the agreement (except for obligations to make payments hereunder and regulatory obligations) if prevented or hindered from doing so by any circumstance found to be beyond its control, including industrial disputes of any nature, acts of nature, acts of a public enemy, acts of government, failure of telecommunications, software or hardware, sabotage, terrorism, lightning or electromagnetic disturbances, earthquake, flood, fire or other casualty and the other party will likewise be excused from performance of its obligations (other than timely payment of fees) to the extent such party's obligations relate to the performance so interfered with; provided that the party so affected uses its reasonable efforts to avoid or remove such causes of non-performance and shall resume performance hereunder with dispatch whenever such causes are removed.

(i) Language. The parties confirm their express wish that this agreement, as well as any other documents relating to this Agreement, including notices, schedules and authorizations, have been and shall be drawn up in the English language only. Les parties aux présentes confirment leur volonté que cette convention, de même que tous les documents, y compris tous avis, annexes et autorisations s’y rattachant, soient rédigés en la langue anglaise seulement.

(j) Effect of Termination. Termination of the agreement or the appointment of any Member as an Market Maker shall not terminate or negate any obligations of the Market Maker to complete or implement any transaction entered into prior to


April 15, 2011 (2011) 34 OSCB - 4811 -

such termination or arising from or accruing from authorized activities of the Market Maker up to the effective time of termination.

(k) Liability.

i. Except for Alpha’s indemnity obligations hereunder, Alpha’s entire aggregate liability arising from or related to this agreement shall not exceed the sum of ten thousand dollars ($10,000), even if such cause of action is continuing.

ii. In no event shall any of Alpha’s related parties, affiliates, partners or any third party providers of any of Alpha’s or such other entities officers, directors, employees or agents have any liability to the Market Maker under or related to this agreement.

iii. This Section shall not exclude or restrict Alpha’s liability for death or personal injury arising from either the negligence of Alpha or its officers, employees, agents, or partners, including where they are acting in the ordinary course of their duties. Such liability shall in no event exceed the sum of one million dollars ($1,000,000).

iv. Money damages may both be incalculable and an insufficient remedy for any breach of the agreement by such party or its employees, agents or representatives and that any such breach would cause the other party irreparable harm. In the event of any such breach or threatened breach of the agreement, the other party shall be entitled to seek equitable relief, including by way of injunction and specific performance.

v. Neither Alpha or the Market Maker shall be liable, under any circumstances, for any indirect, incidental, reliance, special, punitive or consequential damages including, but not limited to, lost profits, lost opportunities, even if the applicable party has been advised of the possibility of such damages.

(l) Disclaimers. All disclaimers and limitation herein shall apply regardless of the nature of any cause of action or demand (including, but not limited to breach of contract, breach of warranty, negligence, strict liability, tort or any other cause ofaction) and shall survive a fundamental breach or breaches and/or failure of the essential purpose of this agreement or any remedy contained herein.

(m) Indemnifications.

i. Alpha agrees to pay, either on its own behalf, or on behalf of a third party provider, subject to the limitations herein set forth, any losses, damages or expenses incurred by the Market Maker arising from any claim, suit or proceeding commenced by a third party alleging that there has been an infringement of any such third party's intellectual property rights resulting from the execution of this agreement (“Infringement Claim”). The Market Maker agrees that Alpha shall be relieved of the foregoing obligations unless the Market Maker notifies Alpha promptly in writing of such claim, suit or proceeding and gives Alpha authority to defend and settle such proceeding as contemplated herein, and, at Alpha and/or third party’s expense, as applicable, gives Alpha and/or third party provider proper and full information and assistance to settle and/or defend any such claim, suit or proceeding. Neither Alpha nor third party providers shall be liable for any costs or expenses incurred without their prior written authorization.

ii. The Market Maker will indemnify, defend, and hold Alpha, its related parties, subsidiaries, affiliates, partners, officers, directors and employees harmless of and from any demands, losses, claims, judgment, liabilities, actions, proceedings, penalties, damages, costs or suits (other than for Infringement Claims) that arise out of or relate to the violation of the terms of this agreement by the Market Maker or its officers, employees, directors or agents. The Market Maker shall pay on demand all amounts due under this section.

(n) Currency. Unless otherwise expressly specified, all amounts referred to herein shall be denominated in Canadian dollars.

(o) Time of the Essence. Time shall be the essence of the agreement.


April 15, 2011 (2011) 34 OSCB 4812

MARKET MAKER AUTHORIZATION AND DECLARATION

Market Maker


Signature Date

Alpha Exchange Inc.


Signature Date


April 15, 2011 (2011) 34 OSCB 4813

ATTACHMENT A TO THE

MARKET MAKER AGREEMENT

(CONTENT TO DETERMINED AND INCLUDED AT A LATER DATE)


April 15, 2011 (2011) 34 OSCB 4814

SCHEDULE 3

ODD-LOT DEALER AGREEMENT

______________________________________________________________________

ODD-LOT DEALER AGREEMENT

1. ODD-LOT DEALER RESPONSIBILITIES

(a) Appointment of Odd-Lot Dealers. Upon execution of this Agreement, ________________ (“the Odd-Lot Dealer”) agrees to act as an odd-lot dealer in accordance with the Trading Policies of Alpha ATS LP (“Alpha”) provided to the Odd-Lot Dealer, as amended from time to time (“Trading Policies”). Alpha shall be entitled to appoint the Odd-Lot Dealer as the odd-lot dealer and assign responsibility for specific securities in accordance with the terms of the Policies or in such other manner as Alpha may deem appropriate, in its sole discretion.

(b) Status as a Member. The Odd-Lot Dealer agrees to: (i) maintain its status as a Member of Alpha ATS; and (ii) take all commercially reasonable steps to ensure that it complies with all Alpha Requirements to act as an odd-lot dealer. Where the Odd-Lot Dealer does not comply with such Alpha Requirements it will immediately advise Alpha of such failure in writing. Such notification will include specific information as to the nature of such failure to comply.

(c) Obligations of Odd-Lot Dealers. The Odd-Lot Dealer will carry out all obligations of an odd-lot dealer as set out in Trading Policies or as otherwise directed by Alpha and will at all times carry out all obligations in compliance with the Alpha Requirements, as defined in the Trading Policies (which have been incorporated by reference into and form a part of the Member Agreement) entered into by the Odd-Lot Dealer and Alpha, as amended from time to time (the “Member Agreement”).

(d) Resources. The Odd-Lot Dealer represents and warrants that it has and will continue to have necessary resources, including trained personnel and technology, to allow it to carry out all of its obligations pursuant to this Agreement and the Trading Policies.

(e) Odd-Lot Dealer Policies. The Odd-Lot Dealer shall implement policies and procedures to monitor the conduct for compliance with the Trading Policies applicable to odd-lot dealers and changes to such policies.

(f) Term. The Odd-Lot Dealer agrees to act as an odd-lot dealer for all securities assigned by Alpha for a period of one (1) year, with an automatic renewal for additional one year terms, subject to each party’s right to terminate in accordance with the specific provisions of this Agreement (the “Term”). All Terms shall expire on November 6 of each year.

2. ALPHA RESPONSIBILITIES

(a) Access to Information. Alpha shall take reasonable steps to provide the Odd-Lot Dealer with access to data and information to allow the Odd-Lot Dealer to undertake its obligations hereunder.

3. TERMINATION OF RESPONSIBILITIES

(a) Breach of Obligations. Alpha shall be entitled to revoke the Odd-Lot Dealer’s appointment as an odd-lot dealer for any or all securities or attach such additional terms or conditions to this Agreement as Alpha deems to be necessary, where:

(i) the Odd-Lot Dealer fails to comply with any term of this Agreement or the Trading Policies;

(ii) Alpha determines, in its sole discretion, that the Odd-Lot Dealer or its officers, employees, directors or agents have violated any Alpha Requirement;

(iii) Alpha believes, in its sole discretion, that the Odd-Lot Dealer cannot or may not in the future carry out its obligations as an odd-lot dealer under the Policies or this Agreement; or

(iv) Alpha has determined, in its sole discretion, that the Odd-Lot Dealer or its officers, employees, directors or agents have in any way acted in a manner that is detrimental to the interests of Alpha or the public.


April 15, 2011 (2011) 34 OSCB 4815

(b) Termination for Convenience. The Odd-Lot Dealer shall be entitled, during the Term, to terminate its responsibilities hereunder, in relation to all securities for which it acts as an odd-lot dealer by providing not less than thirty (30) days written notice of its intention to do so.

(c) Transition. The Odd-Lot Dealer agrees to comply with all provisions of the Trading Policies relating to the transition responsibilities as an odd-lot dealer wherever its responsibilities have been terminated or suspended hereunder. The Odd-Lot Dealer has appropriate resources, policies and procedures in place to ensure compliance with all applicable Alpha Requirements when undertaking any activity on the System in furtherance of a trade, and has the capacity to settle all trades executed on or through the use of the System.

4. FEES AND CREDITS

(a) Fees. The Odd-Lot Dealer shall be obliged to pay fees and entitled to receive credits and/or cost offsets in accordance with Attachment A of this Agreement.

(b) Invoicing. Alpha shall, as an element of the invoice provided pursuant to the Member Agreement, invoice the Odd-Lot Dealer for all fees payable, or where applicable credits and/or cost offsets payable by Alpha, under this Odd Lot Dealer Agreement. All fees payable, or credits earned hereunder will be aggregated with fees payable under the Member Agreement in a single invoice payable monthly. Any cost offsets payable shall be invoiced and paid separately on a monthly basis.

5. GENERAL

(a) Defined Terms. All capitalized terms not otherwise defined herein shall have the definition assigned for that term in the Member Agreement or the Trading Policies, as applicable.

(b) Notices. All notices hereunder shall be provided herein in the same manner as described in the Member Agreement.

(c) Laws governing. This Agreement shall be governed by the laws of the Province of Ontario and both parties unconditionally attorn to the exclusive jurisdiction of the courts of the Province of Ontario.

(d) Assignment of rights. The Odd-Lot Dealer may not transfer or assign its rights and obligations hereunder without the prior written consent of Alpha. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

(e) Execution in counterparts. This Agreement may be executed in counterparts. Each executed counterpart may be delivered to the other party by facsimile and/or electronic file, and copies bearing the signature of a party will constitute a valid and binding execution and delivery of this Agreement.

(f) Whole or partial invalidity. The whole or partial invalidity of any provision of this Agreement shall not affect the validity of any other provision of this Agreement. If any provisions or conditions of this Agreement shall be held to be unenforceable by a court, or regulatory or self-regulatory authority, such invalidity or unenforceability shall attach only to such provision or condition. The validity of the remaining provisions and conditions shall not be affected thereby and this Agreement shall be carried out as if any such invalid or unenforceable provision or condition were not contained herein. To the extent permitted by law, the parties waive any provision of law that renders any provision of this Agreement invalid or unenforceable in any respect.

(g) Natural Disasters. Notwithstanding any other term or condition of this Agreement, neither Alpha nor the Odd-Lot Dealer shall be obligated to perform or observe its obligations undertaken in this Agreement (except for obligations to make payments hereunder and regulatory obligations) if prevented or hindered from doing so by any circumstance found to be beyond its control, including industrial disputes of any nature, acts of nature, acts of a public enemy, acts of government, failure of telecommunications, software or hardware, sabotage, terrorism, lightning or electromagnetic disturbances, earthquake, flood, fire or other casualty and the other party will likewise be excused from performance of its obligations (other than timely payment of fees) to the extent such party's obligations relate to the performance so interfered with; provided that the party so affected uses its reasonable efforts to avoid or remove such causes of non-performance and shall resume performance hereunder with dispatch whenever such causes are removed.

(h) Language. The parties confirm their express wish that this Agreement, as well as any other documents relating to this Agreement, including notices, schedules and authorizations, have been and shall be drawn up in the English language only. Les parties aux présentes confirment leur volonté que cette convention, de même que tous les documents, y compris tous avis, annexes et autorisations s’y rattachant, soient rédigés en la langue anglaise seulement.


April 15, 2011 (2011) 34 OSCB 4816

(i) Effect of Termination. Termination of this Agreement or the appointment of any Member as an Odd-Lot Dealer shall not terminate or negate any obligations of the Odd-Lot Dealer to complete or implement any transaction entered into prior to such termination or arising from or accruing from authorized activities of the Odd-Lot Dealer up to the effective time of termination.

(j) Liability.

i. Except for Alpha’s indemnity obligations hereunder, Alpha’s entire aggregate liability arising from or related to this Agreement shall not exceed the sum of ten thousand dollars ($10,000), even if such cause of action is continuing.

ii. In no event shall any of Alpha’s related parties, affiliates, partners or any third party providers of any of Alpha’s or such other entities officers, directors, employees or agents have any liability to the Odd-Lot Dealer under or related to this Agreement.

iii. This Section shall not exclude or restrict Alpha’s liability for death or personal injury arising from either the negligence of Alpha or its officers, employees, agents, or partners, including where they are acting in the ordinary course of their duties. Such liability shall in no event exceed the sum of one million dollars ($1,000,000).

iv. Money damages may both be incalculable and an insufficient remedy for any breach of this Agreement by either party or its employees, agents or representatives and any such breach may cause the other party irreparable harm. In the event of any such breach or threatened breach of this Agreement, the other party shall be entitled to seek equitable relief, including by way of injunction and specific performance.

v. Neither Alpha nor the Odd-Lot Dealer shall be liable, under any circumstances, for any indirect, incidental, reliance, special, punitive or consequential damages including, but not limited to, lost profits or lost opportunities, even if the applicable party has been advised of the possibility of such damages.

(k) Disclaimers. All disclaimers and limitations herein shall apply regardless of the nature of any cause of action or demand (including but not limited to breach of contract, breach of warranty, negligence, strict liability, tort or any other cause of action) and shall survive a fundamental breach or breaches and/or failure of the essential purpose of this Agreement or any remedy contained herein.

(l) Indemnifications.

iii. Alpha agrees to pay, either on its own behalf, or on behalf of a third party provider, subject to the limitations herein set forth, any losses, damages or expenses incurred by the Odd-Lot Dealer arising from any claim, suit or proceeding commenced by a third party alleging that there has been an infringement of any such third party's intellectual property rights resulting from the execution of this Agreement (“Infringement Claim”). The Odd-Lot Dealer agrees that Alpha shall be relieved of the foregoing obligations unless the Odd-Lot Dealer notifies Alpha promptly in writing of such claim, suit or proceeding and gives Alpha authority to defend and settle such proceeding as contemplated herein, and, at Alpha and/or any such third party’s expense, as applicable, gives Alpha and/or such third party provider proper and full information and assistance to settle and/or defend any such claim, suit or proceeding. Neither Alpha nor any third party providers shall be liable for any costs or expenses incurred without their prior written authorization.

iv. The Odd-Lot Dealer will indemnify, defend, and hold Alpha, its related parties, subsidiaries, affiliates, partners, officers, directors and employees harmless of and from any demands, losses, claims, judgments, liabilities, actions, proceedings, penalties, damages, costs or suits (other than for Infringement Claims) that arise out of or relate to the violation of the terms of this Agreement by the Odd-Lot Dealer or its officers, employees, directors or agents. The Odd-Lot Dealer shall pay on demand all amounts due under this section.

(n) Currency. Unless otherwise expressly specified, all amounts referred to herein shall be denominated in Canadian dollars.

(o) Time of the Essence. Time shall be the essence of the Agreement.


April 15, 2011 (2011) 34 OSCB 4817

ODD-LOT DEALER AUTHORIZATION AND DECLARATION

Odd-Lot Dealer


Signature Date

Alpha Exchange Inc.


Signature Date

SROS, Marketplaces and Clearing Agencies

April 15, 2011 (2011) 34 OSCB 4818

ATTACHMENT A

TO THE

ODD LOT DEALER AGREEMENT

Transactional Fees

Equity Trades Fee/Share Auction (Open, Close or Halt) Trade Price/Share < $1 Trade Price/Share >=$1 &<$5

$0.0000 $0.0000

Trade Price/Share >= $5 $0.0000 Continuous Active – Exchange Traded Funds Trade Price/Share < $1 Trade Price/Share >=$1

$0.0003 $0.0025

Continuous Active – Other Trade Price/Share < $1 Trade Price/Share >=$1 &<$5

$0.0003 $0.0025

Trade Price/Share >= $5 $0.0035 Continuous Passive – Exchange Traded Funds Trade Price/Share < $1 Trade Price/Share >=$1

-$0.0002 -$0.0021

Continuous Passive – Other Trade Price/Share < $1 Trade Price/Share >=$1 &<$5

-$0.0002 -$0.0021

Trade Price/Share >= $5 -$0.0031 Autoexecution – Exchange Traded Funds Trade Price/Share < $1 Trade Price/Share >=$1

-$0.0002 -$0.0021

Autoexecution – Other Trade Price/Share < $1 Trade Price/Share >=$1 &<$5

-$0.0002 -$0.0021

Trade Price/Share >= $5 -$0.0031 Note/Debenture Trades Fee/$1,000 par value Auction (Open, Close or Halt) $0.0000 Continuous Active $0.0900 Continuous Passive -$0.0800 Autoexecution -$0.00031 Printing Facility Intentional Crosses $0.0000 Odd Lot Trades $0.0900

Notes

1) All fees quoted are in Canadian dollars.

2) Transactional Fees are GST/HST-exempt.

3) Fees relating to “Odd Lot Trades” do not pertain to trades executed by “Odd Lot Dealers” relating to their obligations as an “Odd Lot Dealer”. Such fees are set out in the Odd Lot Dealer Agreement.

4) These fees are only payable in relation to trading activity conducted utilizing the specific trader identification (Trader ID) utilized for odd lot trading activity.

5) The fees (credits) relating to “Continuous Active” and “Continuous Passive” relate to the execution of trades to unwind or cover positions resulting from the execution of odd lot trades in relation to the securities which the


April 15, 2011 (2011) 34 OSCB 4819

Odd-Lot Dealer is acting as odd lot dealer but do not relate to the “autoexecution” of odd lot trades. The fees (credits) in relation to the “autoexecution” of trades by an Odd Lot Dealer will be as set out under the “autoexecution” sections.

6) These fees do not apply to any trading activity of the Odd-Lot Dealer except as referenced in Item #3 above.

7) The terms utilized in this Attachment shall have the meanings assigned to them in this Odd Lot Dealer Agreement, or if not defined in the Odd Lot Dealer Agreement in the Alpha ATS L.P Policies.

8) The fees payable or credits receivable pursuant to the Odd Lot Dealer Agreement shall be payable in accordance with the terms of the Member Agreement. All amounts payable or credit earned hereunder shall be netted with all amount payable under the Member Agreement.

9) For the purposes of this Attachment, each $1,000 par value of Debentures/Bonds traded will be treated as one Share (i.e. a $100 par value autoexecute will entitle the Odd-Lot Dealer to a credit of $0.00031).

10) Each Odd-Lot Dealer who completes odd-lot executions of TSX-V listed securities will be entitled to a cost offset per month equal to the amount determined by the following formula:

(A/B) x C = Cost Credit

Where:

A = the number of odd-lot trades of all TSX-V listed securities completed by that Odd-Lot Dealer in that month

B = the total number of odd-lot trades of all TSX-V listed securities completed by all odd-lot dealers in that month

C = $5000


April 15, 2011 (2011) 34 OSCB 4820

SCHEDULE 4

CDS FEE COLLECTION AUTHORIZATION and INFORMATION FORM

______________________________________________________________________

In order for fees to be collected by Exchange through CDS Clearing and Depository Services Inc., a Member must a) be a CDS participant with a valid CUID or b) have established a introducing carrying broker relationship with a CDS participant with a valid CUID.

Part AExchange shall provide CDS with instructions to detailing the total amount to be collected from ____________ (the Member) for each monthly collection cycle. Instructions will be provided to CDS on or before the fourth business day of each month. Fees shall be remitted to Exchange from CDS on behalf of ____________ (the Member) on the 10th business day of every month.

MEMBER AUTHORIZATION TO COLLECT FEES THROUGH CDS The Member hereby certifies that the information is provided by the Member for the purpose of fee collection through CDS is correct. The undersigned is a signing officer with authority to bind the Member to the terms of the Agreement.

Member and CUID


Signature Date

Part BExchange shall provide CDS with instructions to detailing the total amount to be collected from ____________ (the Member’s carrying broker) for each monthly collection cycle. Instructions will be provided to CDS on or before the fourth business day ofeach month. Fees shall be remitted to Exchange from CDS on behalf of ____________ (the Member) on the 10th business day of every month.

MEMBER AUTHORIZATION TO COLLECT FEES THROUGH CDS VIA CARRYING BROKER The Member hereby certifies that the information is provided by the Member for the purpose of fee collection through CDS via their carrying broker is correct. The undersigned is a signing officer with authority to bind the Member to the terms of the Agreement.

Member


Signature

Date CARRYING BROKER AUTHORIZATION TO COLLECT FEES THROUGH CDS on BEHALF of a MEMBER

The Carrying Broker hereby certifies that the information is provided by for the purpose of fee collection through CDS is correct. The undersigned is a signing officer with authority to bind the Member to the terms of the Agreement.

Carrying Broker and CUID


Signature Date


April 15, 2011 (2011) 34 OSCB 4821

SCHEDULE 5

DMA ELIGIBLE CLIENT AGREEMENT TERMS

______________________________________________________________________

The Member shall execute with each DMA Eligible Client (the “Client”) a binding legal agreement containing, at a minimum, the following terms and conditions:

1. The Client agrees that the Member may, at any time and for any reason, including if compelled to do so by any regulatory authority or Exchange, discontinue the Client’s direct marketplace access and ensure that the Client is not able to enter orders on the System.

2. The System is being provided on an “as is” basis and that none of Exchange, its related parties, subsidiaries, affiliates,partners, officers, directors and employees or Member makes any warranty (whether express or implied) as to the operation of the System or its fitness for purpose. In no event shall Exchange, its related parties, subsidiaries, affiliates, partners, officers, directors and employees have any liability to Clients under, or related to, the agreement.

3. The Client shall enter all orders in compliance with applicable regulatory requirements.

4. The Member has the right to reject any order entered, or cancel any trade executed, by the Client for any reason.

5. That only individuals with adequate training and knowledge of applicable regulatory requirements will be provided with access to the System.

6. The Member agrees to inform the Client that although Exchange is registered as a dealer under securities legislation, Exchange is a marketplace and therefore does not ensure best execution. Exchange does not provide advice with respect to, or recommend, trades in particular securities, nor is Exchange responsible for determining whether any trade executed on Exchange is suitable for the Client.

7. All disclaimers or other limitations set out herein shall apply irrespective of the nature of the loss or of the cause of action (including but not limited to breach of contract, breach of warranty, negligence, strict liability, tort) and shall survive a fundamental breach or breaches of the agreement.


April 15, 2011 (2011) 34 OSCB 4822

APPENDIX E

SCHEDULE 1

DRAFT TERMS AND CONDITIONS OF RECOGNITION

PART I – DEFINITIONS

1. Definitions

For the purposes of this Schedule:

“affiliated entity" has the meaning ascribed to it in section 1.3 of National Instrument 21-101 Marketplace Operation;

“accounting principles” means accounting principles as defined in National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards;

“audited consolidated financial statements” means financial statements that

(a) are prepared in accordance with Canadian GAAP applicable to publicly accountable enterprises, including that they adhere to the standards specified for consolidated financial statements in International Accounting Standard 27 Consolidated and Separate Financial Statements,

(b) include notes to the financial statements that identify the accounting principles used to prepare the financial statements, and

(c) are audited in accordance with Canadian GAAS and are accompanied by an auditor’s report;

“criteria for recognition” means all of the criteria for recognition set out in Schedule 2;

“IIROC” means the Investment Industry Regulatory Organization of Canada;

“Issuer” means a company listed on Alpha Exchange;

“Member” means a person or company that has been granted direct trading access rights by Alpha Exchange and is subject to regulatory oversight by Alpha Exchange, and the person or company’s representatives;

“Rules” means the rules, policies, and other similar instruments of Alpha Exchange;

“subsidiary entity" has the meaning ascribed to it in section 1.3 of National Instrument 21-101 Marketplace Operation;

“unaudited consolidated financial statements” means financial statements that are prepared in the same manner as audited consolidated financial statements, except that they are not audited; and

“unaudited non-consolidated financial statements” means financial statements that are prepared in the same manner as audited consolidated financial statements, except that

(a) they are not audited; and

(b) investments in subsidiary entities, jointly controlled entities and associates are accounted for as specified for separate financial statements in International Accounting Standard 27 Consolidated and Separate Financial Statements.

PART II – ALPHA LP AND ALPHA GP

2. CRITERIA FOR RECOGNITION

Alpha LP must continue to meet the criteria for recognition.


April 15, 2011 (2011) 34 OSCB 4823

3. OWNERSHIP OF ALPHA LP AND ALPHA GP

(a) Alpha LP must ensure that no person or company, and no combination of persons or companies acting jointly or in concert, holds 20% or more of the interests in Alpha LP, or owns or can exercise control or direction over 20% or more of any class or series of voting shares of Alpha Exchange, without having obtained prior Commission approval.

(b) Alpha GP must ensure that no person or company, and no combination of persons or companies acting jointly or in concert, owns or can exercise control or direction over 20% or more of any class or series of voting shares of Alpha GP, or can exercise control or direction over the right to nominate or elect 20% or more of the directors of the board of Alpha GP, without having obtained prior Commission approval.

4. FITNESS

(a) Alpha LP must take reasonable steps to ensure that Alpha GP, and each limited partner of Alpha LP that holds more than 10% of the interests in Alpha LP, is a fit and proper person. As part of those steps, Alpha LP must consider whether the past conduct of Alpha GP and each such limited partner affords reasonable grounds for belief that the business of Alpha LP and Alpha Exchange will be conducted with integrity and that the business of Alpha Exchange will be conducted in a manner that is consistent with the public interest.

(b) Alpha GP must take reasonable steps to ensure that each person or company, or any combination of persons or companies acting jointly or in concert, that owns or can exercise control or direction over 10% or more of any class or series of voting shares of Alpha GP, and each director and officer of Alpha GP, is a fit and proper person. As part of those steps, Alpha GP must consider whether the past conduct of each such person, company, director and officer affords reasonable grounds for belief that the business of Alpha LP and Alpha Exchange will be conducted with integrity and that the business of Alpha Exchange will be conducted in a manner that is consistent with the public interest.

5. CONFLICTS OF INTEREST AND CONFIDENTIALITY

(a) Alpha LP and Alpha GP must establish, maintain, and ensure compliance with policies and procedures that:

(i) identify and manage any conflicts of interest arising from their interest in Alpha Exchange, and from the involvement of any partner, director, officer or employee of a limited partner of Alpha LP in the management or oversight of the exchange operations or regulation functions of Alpha Exchange and the services it provides; and

(ii) require that information regarding exchange operations or regulation functions, or regarding a Member or Issuer, that is obtained by a partner, director, officer or employee of a limited partner of Alpha LP through their involvement in the management or oversight of exchange operations or regulation functions:

(A) be kept separate and confidential from the business or other operations of the limited partner of Alpha LP, except with respect to information regarding exchange operations where disclosure is necessary to carry out the individual’s responsibilities for the management or oversight of exchange operations and the individual can and does exercise due care in its disclosure of the information, and

(B) not be used to provide an advantage to the limited partner of Alpha LP.

(b) Alpha LP and Alpha GP must regularly review compliance with the policies and procedures established in accordance with paragraph (a), and each review of compliance must be documented.

(c) The policies established in accordance with paragraph (a) must be made publicly available on the website of Alpha Exchange.

6. ALLOCATION OF RESOURCES

(a) Alpha LP must, subject to paragraph 6(b) hereof and for so long as Alpha Exchange carries on business as an exchange, allocate sufficient financial and other resources to Alpha Exchange to ensure that Alpha Exchange can carry out its functions in a manner that is consistent with the public interest and the terms and conditions of Part III of this Schedule 1.


April 15, 2011 (2011) 34 OSCB 4824

(b) Alpha LP must notify Commission staff immediately upon becoming aware that it is or will be unable to allocate sufficient financial and other resources to Alpha Exchange to ensure that it can carry out its functions in a manner that is consistent with the public interest and the terms and conditions of Part III of this Schedule 1.

7. FINANCIAL REPORTING

(a) Within 90 days of its financial year end, Alpha LP must deliver to Commission staff audited consolidated financial statements for its latest financial year.

(b) Within 60 days of each quarter end, Alpha LP must deliver to Commission staff unaudited consolidated financial statements for its latest financial quarter.

8. COMPLIANCE

(a) Alpha LP must do everything within its control to cause Alpha Exchange to carry out its activities as an exchange recognized under section 21 of the Act and in compliance with Ontario securities law.

(b) Alpha GP must do everything within its control to cause Alpha Exchange to carry out its activities as an exchange recognized under section 21 of the Act and in compliance with Ontario securities law, and to ensure that Alpha LP meets the terms and conditions of recognition applicable to it under this Part II.

9. ACCESS TO INFORMATION

Each of Alpha LP and Alpha GP must and must cause its subsidiary entities to permit the Commission to have access to and inspect all data and information in its or their possession that is required for the assessment by the Commission of the compliance of Alpha LP and Alpha GP with the terms and conditions of Part II of this Schedule 1, the performance of Alpha Exchange of its exchange operations and regulation functions, and the compliance of Alpha Exchange with the terms and conditions in Part III of this Schedule 1.

PART III – ALPHA EXCHANGE

10. CRITERIA FOR RECOGNITION

Alpha Exchange must continue to meet the criteria for recognition.

11. OWNERSHIP

(a) Alpha Exchange must ensure that no person or company other than Alpha LP, and no combination of persons or companies acting jointly or in concert, owns or can exercise control or direction over 20% or more of any class or series of voting shares of Alpha Exchange, without having obtained prior Commission approval.

12. FITNESS

Alpha Exchange must take reasonable steps to ensure that each person or company, or combination of persons or companies acting jointly or in concert, that owns or can exercise control or direction over more than 10% of any class or series of votingshares of Alpha Exchange, and each director and officer of Alpha Exchange, is a fit and proper person. As part of those steps,Alpha Exchange must consider whether the past conduct of each such person, company, director and officer affords reasonable grounds for belief that the business of Alpha Exchange will be conducted with integrity and in a manner that is consistent withthe public interest.

13. INDEPENDENT REPRESENTATION

(a) Alpha Exchange must ensure that, at all times, at least % of its board of directors are independent directors, as that term is defined in the standards referred to in paragraph 13(b). In the event that at any time Alpha Exchange fails to meet such requirement, it must promptly advise Commission staff and take appropriate measures to remedy such situation.

(b) The board of directors of Alpha Exchange must adopt standards setting out criteria to determine whether individuals are independent, including criteria to determine whether an individual has a material relationship with Alpha Exchange and is therefore considered not to be independent. These standards, and any amendments thereto, will be subject to the prior approval of the Commission, and must also be made available on the Alpha Exchange website. At a minimum, the standards must indicate that an independent director is a director that is not:


April 15, 2011 (2011) 34 OSCB 4825

(i) a partner, director, officer or employee of a Member, or an associate of a partner, director, officer or employee of a Member;

(ii) a partner, director, officer or employee of an affiliated entity of a Member, who is responsible for or actively engaged in the Member’s day-to-day operations or activities;

(iii) an officer or employee of Alpha Exchange or any affiliated entity, or a partner or director of any affiliated entity, presently or within the last three years;

(iv) a person who is, or has been within the last three years, an associate of a partner, director, officer or employee of Alpha Exchange or any affiliated entity;

(v) a partner, director, officer or employee of Alpha GP or of a limited partner of Alpha LP;

(vi) a person that received, or a partner, director, officer or employee of a company that received, more than $75,000 in direct compensation from Alpha Exchange or any affiliated entity during any twelve month period within the last three years (other than director or board committee fees and retirement plan payments or other deferred compensation for prior service, provided the compensation is not contingent in any way on continued service).

14. CONFLICTS OF INTEREST AND CONFIDENTIALITY

(a) Alpha Exchange must establish, maintain and ensure compliance with policies and procedures that:

(i) identify and manage any conflicts of interest arising from the operation of the marketplace or the services it provides. The conflicts of interest to be addressed must include those that arise from the involvement of any partner, director, officer or employee of a limited partner of Alpha LP in the management or oversight of the exchange operations or regulation functions of Alpha Exchange and the services it provides; and

(ii) require that information regarding exchange operations or regulation functions, or regarding a Member or Issuer, that is obtained by a partner, director, officer or employee of a limited partner of Alpha LP through their involvement in the management or oversight of exchange operations or regulation functions:

(A) be kept separate and confidential from the business or other operations of the limited partner of Alpha LP, except with respect to information regarding exchange operations where disclosure is necessary to carry out the individual’s responsibilities for the management or oversight of exchange operations and the individual can and does exercise due care in its disclosure of the information, and

(B) not be used to provide an advantage to the limited partner of Alpha LP.

(b) Alpha Exchange must regularly review compliance with the policies and procedures established in accordance with paragraph (a), and each review of compliance must be documented.

(c) The policies established in accordance with paragraph (a) must be made publicly available on the website of Alpha Exchange.

15. ACCESS

Alpha Exchange's requirements must only permit properly registered investment dealers that are members of IIROC and satisfy the access requirements established by Alpha Exchange to access the facilities of Alpha Exchange.

16. REGULATION OF MEMBERS AND ISSUERS

(a) Alpha Exchange must carry out appropriate review procedures to monitor and enforce Issuer and Member compliance with the Rules, whether directly or indirectly through a regulation services provider.

(b) Alpha Exchange has retained and must continue to retain IIROC as a regulation services provider to provide, as agent for Alpha Exchange, certain regulation services which have been approved by the Commission. Alpha Exchange must provide to the Commission, on an annual basis, a list outlining the regulation services performed by IIROC and the regulation services performed by Alpha Exchange. All amendments to those listed services are subject to the prior approval of the Commission.


April 15, 2011 (2011) 34 OSCB 4826

(c) Alpha Exchange must at least annually assess the performance by IIROC of its regulation functions and report to the Board, together with any recommendations for improvements. Alpha Exchange must provide the Commission with copies of such reports and advise the Commission of any proposed actions arising therefrom.

(d) Alpha Exchange must perform all other regulation functions not performed by IIROC. Alpha Exchange must not perform such regulation functions through any other party, including affiliated entities or associates of Alpha Exchange, without prior Commission approval.

(e) Alpha Exchange must provide notice to the Commission of any violations of Ontario securities law of which it becomes aware in the ordinary course of its business.

17. RULES AND RULEMAKING

(a) Alpha Exchange must comply with the rule review process set out in , as amended from time to time, concerning Commission approval of changes in its Rules.

18. DUE PROCESS

Alpha Exchange must, within six months of the commencement of operations as an exchange, establish written procedural requirements governing the process for appeals or reviews of decisions referred to in paragraph 6.1(b) of the criteria for recognition. For clarity, these will be considered to be Rules and therefore subject to the rule review process established inaccordance with paragraph 17(a).

19. CLEARING AND SETTLEMENT

Alpha Exchange must maintain appropriate arrangements for the clearing and settlement of trades through a clearing agency recognized by the Commission under the Act.

20. FINANCIAL VIABILITY MONITORING AND REPORTING

(a) Within 90 days of its financial year end, Alpha Exchange must deliver to Commission staff audited consolidated financial statements and unaudited non-consolidated financial statements for its latest financial year.

(b) Within 60 days of each quarter end, Alpha Exchange must deliver to Commission staff unaudited consolidated financial statements and unaudited non-consolidated financial statements for its latest financial quarter.

(c) Alpha Exchange must deliver to Commission staff its annual financial budget, together with the underlying assumptions, that has been approved by its Board, within 30 days after the commencement of each fiscal year. Such financial budget should include monthly projected revenues, expenses and cash flows.

(d) Alpha Exchange must calculate monthly the following financial ratios:

(i) a current ratio, being the ratio of current assets to current liabilities;

(ii) a debt to cash flow ratio, being the ratio of total debt (including any line of credit draw downs, and the current and long-term portions of any loans, but excluding accounts payable, accrued expenses and other liabilities) to EBITDA (or earnings before interest, taxes, stock based compensation, depreciation and amortization) for the most recent 12 months, except that for the first 12 months subsequent to the transfer of the current marketplace operations of Alpha ATS LP to Alpha Exchange, where any of the previous 12 months’ EBITDA does not reflect the results from the operations of a marketplace, the EBITDA of Alpha ATS LP for those month will serve as a substitute for the purposes of determining what constitutes the most recent 12 months of EBITDA; and

(iii) a financial leverage ratio, being the ratio of total assets to shareholders' equity,

in each case calculated based on financial statements for the latest month that are prepared in the same manner as its unaudited non-consolidated financial statements.

(e) Alpha Exchange must report quarterly to Commission staff, along with the financial statements required to be delivered pursuant to paragraphs (a) and (b), the monthly calculations for the previous quarter of the financial ratios as required to be calculated under paragraph (d).


April 15, 2011 (2011) 34 OSCB 4827

(f) Depending on the results of the calculations under paragraph (d), Alpha Exchange may be required to provide additional reporting as set out below.

(i) If Alpha Exchange determines that it does not have, or anticipates that, in the next twelve months, it will not have:

(A) a current ratio of greater than or equal to 1.1/1,

(B) a debt to cash flow ratio of less than or equal to 4.0/1, or

(C) a financial leverage ratio of less than or equal to 4.0/1,

it must immediately notify Commission staff of the above ratio(s) that it is not maintaining, the reasons, along with an estimate of the length of time before the ratio(s) will be maintained.

(ii) Upon receipt of a notification made by Alpha Exchange pursuant to subparagraph (i), the Commission or its staff may, as determined appropriate, impose terms or conditions on Alpha Exchange, which may include any of the terms and conditions set out in subparagraphs (g)(ii) and (iii).

(g) If Alpha Exchange’s current ratio, debt to cash flow ratio or financial leverage ratio falls below the levels outlined in subparagraphs (f)(i)(A), (B) and (C) above for a period of more than three months, Alpha Exchange must:

(i) immediately deliver a letter advising Commission staff of the reasons for the continued ratio deficiencies and the steps being taken to rectify the situation;

(ii) deliver to Commission staff, on a monthly basis, within 30 days of the end of each month:

(A) unaudited non-consolidated financial statements, prepared for the latest month, and a status update on any pending capital raising transaction(s) including the amount, terms and name(s) of individuals/entities that have committed to providing funding and their commitment,

(B) a comparison of the monthly revenues and expenses incurred by Alpha Exchange against the projected monthly revenues and expenses included in Alpha Exchange’s most recently updated budget for that fiscal year,

(C) for each revenue item whose actual was significantly lower than its projected amount, and for each expense item whose actual was significantly higher than its projected amount, the reasons for the variance, and

(D) a calculation of the current ratio, debt to cash flow ratio and financial leverage ratio for the month;

(iii) prior to making any type of payment to any director, officer, related company or shareholder that is in excess of the amount included in the most recent annual financial budget delivered to Commission staff, demonstrate to the satisfaction of Commission staff that it will have sufficient financial resources to continue its operations after the payment; and

(iv) adhere to any additional terms or conditions imposed by the Commission or its staff, as determined appropriate, on Alpha Exchange,

until such time as Alpha Exchange has maintained each of its current ratio, debt to cash flow ratio and financial leverage ratio at the levels outlined in subparagraphs (f)(i)(A), (B) and (C) for a period of at least 6 consecutive months.

21. OUTSOURCING

If Alpha Exchange outsources any of its key services or systems to a service provider, which includes affiliated entities or associates of Alpha Exchange, Alpha Exchange must:

(a) establish and maintain policies and procedures for the selection of service providers to whom key services and systems may be outsourced and for the evaluation and approval of such outsourcing arrangements;


April 15, 2011 (2011) 34 OSCB 4828

(b) identify any conflicts of interest between Alpha Exchange and the service provider to whom key services and systems are outsourced, and establish and maintain policies and procedures to mitigate and manage such conflicts of interest;

(c) enter into a contract with the service provider to whom key services and systems are outsourced that is appropriate for the materiality and nature of the outsourced activities and that provides for adequate termination procedures;

(d) maintain access to the books and records of the service providers relating to the outsourced activities;

(e) ensure that the Commission and Commission staff have access to all data, information and systems maintained by the service provider on behalf of Alpha Exchange, for the purposes of determining Alpha Exchange’s compliance with Ontario securities law and Alpha Exchange’s performance of its exchange operations and regulation functions;

(f) take appropriate measures to determine that service providers to whom key services or systems are outsourced establish, maintain and periodically test an appropriate business continuity plan, including a disaster recovery plan;

(g) take appropriate measures to ensure that the service providers protect Alpha Exchange’s proprietary, order, trade or any other confidential information; and

(h) establish processes and procedures to regularly review the performance of the service provider under any such outsourcing arrangement.

22. LISTING OF SHAREHOLDERS

Prior to allowing the listing on Alpha Exchange of any security of a partner of Alpha LP or any security of an affiliated entity of a partner of Alpha LP, Alpha Exchange must develop and maintain appropriate conflicts of interest policies and procedures, and such conflicts of interest policies and procedures, and any amendments, must be subject to the prior approval of the Commission.

23. ADDITIONAL INFORMATION

(a) Alpha Exchange must provide the Commission with the information set out in Appendix A, as amended from time to time.

(b) Alpha Exchange must provide the Commission with any additional information the Commission may require from time to time.


April 15, 2011 (2011) 34 OSCB 4829

Appendix A

Information to be filed

1. Quarterly Reporting on Exemptions or Waivers Granted

On a quarterly basis, Alpha Exchange must submit to the Commission a report summarizing all exemptions or waivers granted pursuant to the Rules to any Member or Issuer during the period. This summary must include the following information:

(a) The name of the Member or Issuer;

(b) The type of exemption or waiver granted during the period

(c) Date of the exemption or waiver, and

(d) A description of Alpha Exchange staff's reason for the decision to grant the exemption or waiver.

2. Quarterly Reporting on Listing Applications

On a quarterly basis, Alpha Exchange must submit to the Commission a report containing the following information:

(a) The number of listing applications filed;

(b) The number of listing applications that were accepted;

(c) The number of listing applications that were rejected and the reasons for rejection, by category;

(d) The number of listing applications that were withdrawn or abandoned and, if known, the reasons why the application was withdrawn or abandoned, by category;

In each of the foregoing cases, the numbers must be broken down by industry category and in any other manner that a Director of the Commission requests.

3. Notification of Suspensions and Disqualifications

If an Issuer has been suspended or disqualified from qualification for listing, Alpha Exchange must immediately issue a press release setting out the reasons for the suspension and file this information with the Commission.

4. General

Alpha Exchange must comply with the reporting obligations under the Automation Review Program.


April 15, 2011 (2011) 34 OSCB 4830

SCHEDULE 2

CRITERIA FOR RECOGNITION

PART 1 COMPLIANCE WITH NI 21-101 AND N1 23-101

1.1 Compliance with NI 21-101 and NI 23-101

The exchange complies with the requirements set out in National Instrument 21-101 Marketplace Operation and in National Instrument 23-101 Trading Rules, each as amended from time to time, including, but not limited to, the requirements relating to:

(a) Access Requirements;

(b) Public Interest Rules;

(c) Compliance Rules;

(d) Information Transparency;

(e) Trading Fees for Marketplaces;

(f) Record Keeping Requirements for Marketplaces; and

(g) Capacity, Integrity and Security of Marketplace Systems.

PART 2 GOVERNANCE

2.1 Governance

The governance structure and governance arrangements of the exchange ensure:

(a) effective oversight of the exchange;

(b) that business and regulatory decisions are in keeping with the exchange’s public interest mandate;

(c) fair, meaningful and diverse representation on the governing body (Board) and any committees of the Board, including:

(i) appropriate representation of independent directors, and

(ii) a proper balance among the interests of the different persons or companies using the services and facilities of the exchange;

(d) the exchange has policies and procedures to appropriately identify and manage conflicts of interest, and

(e) there are appropriate qualifications, remuneration, limitation of liability and indemnity provisions for directors, officers and employees of the exchange.

2.2 Fitness

The exchange has policies and procedures under which it will take reasonable steps, and has taken such reasonable steps, to ensure that each director and officer is a fit and proper person.

PART 3 ACCESS

3.1 Fair Access

(a) The exchange has established appropriate written standards for access to its services including requirements to ensure participants are appropriately registered under Ontario securities laws, or exempted from these requirements.


April 15, 2011 (2011) 34 OSCB 4831

(b) The access standards and the process for obtaining, limiting and denying access are fair, transparent and applied reasonably.

PART 4 REGULATION OF PARTICIPANTS AND ISSUERS ON THE EXCHANGE

4.1 Regulation

The exchange has the authority, resources, capabilities, systems and processes to allow it to perform its regulation functions,whether directly or indirectly through a regulation services provider, including setting requirements governing the conduct of participants and issuers, monitoring their conduct, and appropriately disciplining them for violations of exchange requirements.

PART 5 RULES AND RULEMAKING

5.1 Rules and Rulemaking

(a) The exchange has rules, policies, and other similar instruments (Rules) that are designed to appropriately govern and regulate the operations and activities of participants and issuers.

(b) In addition to meeting the requirements of NI 21-101 relating to Public Interest Rules and Compliance Rules as referred to in paragraphs 1.1(b) and (c), respectively, the Rules are also designed to

(i) ensure a fair and orderly market; and

(ii) provide a framework for disciplinary and enforcement actions.

PART 6 DUE PROCESS

6.1 Due Process

For any decision made by the exchange that affects a participant or issuer, or an applicant to be a participant or issuer, including a decision in relation to access, listing, exemptions, or discipline, the exchange ensures that:

(a) parties are given an opportunity to be heard or make representations, and

(b) it keeps a record of, gives reasons for and provides for appeals or reviews of its decisions.

PART 7 CLEARING AND SETTLEMENT

7.1 Clearing and Settlement

The exchange has appropriate arrangements for the clearing and settlement of trades.

PART 8 SYSTEMS AND TECHNOLOGY

8.1 Information Technology Risk Management Procedures

The exchange has appropriate risk management procedures in place including those that handle trading errors, trading halts and circuit breakers.

PART 9 FINANCIAL VIABILITY

9.1 Financial Viability

The exchange has sufficient financial resources for the proper performance of its functions and to meet its responsibilities.

PART 10 FEES

10.1 Fees

(a) All fees imposed by the exchange are equitably allocated and are consistent with the Access Requirements referred to in paragraph 1.1(a) and the Trading Fees for Marketplaces requirements referred to in paragraph 1.1(e).


April 15, 2011 (2011) 34 OSCB 4832

(b) The process for setting fees is fair and appropriate, and the fee model is transparent.

PART 11 OUTSOURCING

11.1 Outsourcing

Where the exchange has outsourced any of its key functions, it has appropriate and formal arrangements and processes in place that permit it to meet its obligations and that are in accordance with industry best practices.

PART 12 INFORMATION SHARING AND REGULATORY COOPERATION

12.1 Information Sharing and Regulatory Cooperation

The exchange has mechanisms in place to enable it to share information and otherwise co-operate with the Commission and its staff, recognized self-regulatory organizations, other recognized exchanges, investor protection funds, and other appropriate regulatory bodies.

April 15, 2011 (2011) 34 OSCB 4833

Index

Alpha Exchange Inc. Notice........................................................................4366

Marketplaces.............................................................4555

Alpha Trading Systems Limited Partnership Notice........................................................................4366

Marketplaces.............................................................4555

American Heritage Stock Transfer Inc. Notice of Hearing – s. 127.........................................4368

Notice from the Office of the Secretary .....................4372 Temporary Order – ss. 127(1), 127(5) ......................4399

American Heritage Stock Transfer, Inc. Notice of Hearing – s. 127.........................................4368


Ameron Oil and Gas Ltd. Notice from the Office of the Secretary .....................4372

Order – ss. 127(7), 127(8).........................................4401

Application for Recognition of Alpha Trading Systems Limited Partnership and Alpha Exchange Inc. as an Exchange – Notice and Request for Comment

Notice........................................................................4366 Marketplaces.............................................................4555

Azeff, Paul Notice from the Office of the Secretary .....................4374

Confidentiality Order and Adjournment Order ...........4405

Baffinland Iron Mines Corporation Decision ....................................................................4380

BFM Industries Inc. Notice of Hearing – s. 127.........................................4368


Bobrow, Korin Notice from the Office of the Secretary .....................4374


Boily, Bernard Notice from the Office of the Secretary .....................4371

Chaddock, Douglas Notice of Hearing – ss. 127(7), 127(8) ......................4367


Cheng, Francis Notice from the Office of the Secretary .....................4374


Cheng, Man Kin Notice from the Office of the Secretary .................... 4374

Confidentiality Order and Adjournment Order .......... 4405

Companion Policy 31-103CP Registration Requirements and Exemptions ....................................................................... Supplement 3

Companion Policy 33-109CP Registration Information ....................................................................... Supplement 3

CSA Staff Notice 52-328 – Disclosures About Accounting Policies in the Year of Changeover to International Financial Reporting Standards

Notice ....................................................................... 4364

Curry, Kolt Notice of Hearing – s. 127 ........................................ 4368

Notice from the Office of the Secretary .................... 4372 Temporary Order – ss. 127(1), 127(5)...................... 4399

Daimler Canada Finance Inc. Decision.................................................................... 4381

Denver Gardner Inc. Notice of Hearing – s. 127 ........................................ 4368


Dutchess Capital Management II, LC Decision.................................................................... 4389

Dutchess Opportunity Cayman Fund, Ltd Decision.................................................................... 4389

Energy Syndications Inc. Notice of Hearing – ss. 127(7), 127(8) ..................... 4367


Finkelstein, Mitchell Notice from the Office of the Secretary .................... 4374


First Choice Products Inc. Order – s. 144 .......................................................... 4404

Fortress Energy Inc. Change in Registration Category ............................. 4553

Genesis Worldwide Inc. Cease Trading Order................................................ 4407

Global Biotech Corp. Cease Trading Order................................................ 4407

Index

April 15, 2011 (2011) 34 OSCB 4834

Green Syndications Inc. Notice of Hearing – ss. 127(7), 127(8) ......................4367


Grinshpun, Mark Notice from the Office of the Secretary .....................4372

Order – ss. 127(7), 127(8).........................................4401

Howorth, Anthony Notice from the Office of the Secretary .....................4372

Order – ss. 127(7), 127(8).........................................4401

Ianno, Anthony Notice from the Office of the Secretary .....................4373

Order.........................................................................4403

Invesco Intactive Balanced Growth Portfolio Class Decision ....................................................................4396

Invesco Intactive Balanced Income Portfolio Class Decision ....................................................................4396

Invesco Intactive Diversified Income Portfolio Class Decision ....................................................................4396

Invesco Intactive Growth Portfolio Class Decision ....................................................................4396

Invesco Intactive Maximum Growth Portfolio Class Decision ....................................................................4396

Invesco Trimark Ltd. Decision ....................................................................4396

J. Zechner Associates Inc. Change in Registration Category ..............................4553

Knowles, Gaye Notice from the Office of the Secretary .....................4372

Order – ss. 127(7), 127(8).........................................4401

Knowles, Giorgio Notice from the Office of the Secretary .....................4372

Order – ss. 127(7), 127(8).........................................4401

L.T.M.T. Trading Ltd. Notice of Hearing – s. 127.........................................4369

Notice from the Office of the Secretary .....................4373

L.T.M.T. Trading Notice of Hearing – s. 127.........................................4369

Notice from the Office of the Secretary .....................4373

LAB Research Inc. Cease Trading Order ................................................4407

Land Syndications Inc. Notice of Hearing – ss. 127(7), 127(8) ......................4367


Lomiko Metals Inc. Decision.................................................................... 4389

Manzo, Saverio Notice from the Office of the Secretary .................... 4373

Order ........................................................................ 4403

Mateyak, Laura Notice of Hearing – s. 127 ........................................ 4368


McCarthy, Andrea Lee Notice of Hearing – s. 127 ........................................ 4368


Miller, Howard Jeffrey Notice from the Office of the Secretary .................... 4374


MX-IV Ltd. Notice from the Office of the Secretary .................... 4372

Order – ss. 127(7), 127(8) ........................................ 4401

NI 31-103 Registration Requirements and Exemptions ....................................................................... Supplement 3

NI 33-109 Registration Information ....................................................................... Supplement 3

OSC Rule 33-506 (Commodity Futures Act) Registration Information....................................................................... Supplement 3

Pasternak, Oded Notice from the Office of the Secretary .................... 4372

Order – ss. 127(7), 127(8) ........................................ 4401

Penn West Petroleum Ltd. Decision.................................................................... 4385

Pro Financial Mutual Funds Decision.................................................................... 4375

Pro-Financial Asset Management Inc. Decision.................................................................... 4375

Shaw, Bernard Notice of Hearing – s. 127 ........................................ 4369

Notice from the Office of the Secretary .................... 4373

Syndications Canada Inc. Notice of Hearing – ss. 127(7), 127(8) ..................... 4367


Tsatskin, Vadim Notice from the Office of the Secretary .................... 4372

Order – ss. 127(7), 127(8) ........................................ 4401

Index

April 15, 2011 (2011) 34 OSCB 4835

Walker, Allan Notice from the Office of the Secretary .....................4372

Order – ss. 127(7), 127(8).........................................4401

Winick, Sandy Notice of Hearing – s. 127.........................................4368


Index

April 15, 2011 (2011) 34 OSCB 4836
