BridgeMark Financial Corp., Jackson & Company Professional Corp., Anthony Kevin Jackson, Lukor Capital Corp., Justin Edgar Liu, Rockshore Advisors Ltd. (formerly known as Cam Paddock Enterprises Inc.), Cameron Robert Paddock, Simran Singh Gill, JCN Capital Corp., John Rosarino Bevilacqua, Essos Corporate Services Inc., Sway Capital Corp., Von Rowell Torres, David Matthew Schmidt, Detona Capital Corp., Danilen Villanueva, Natasha Jon Emami, Altitude Marketing Corp., Ryan Peter Venier, Platinum Capital Corp., 658111 B.C. Ltd., Jason Christopher Shull, Tryton Financial Corp., Abeir Haddad, Tavistock Capital Corp., Robert John Lawrence, Jarman Capital Inc., Scott Jason Jarman, Northwest Marketing and Management Inc., Aly Babu Husein Mawji, Rufiza Babu Husein Mawji-Esmail, Denise Marie Trainor, Randy White, Escher Invest SA, Hunton Advisory Ltd., Kendl Capital Limited, 1153307 B.C. Ltd., Russell Grant Van Skiver, Bertho Holdings Ltd., Robert William Boswell, Haight-Ashbury Media Consultants Ltd., Ashkan Shahrokhi, Saiya Capital Corporation, Tara Kerry Haddad, Keir Paul MacPherson, Tollstam & Company Chartered Accountants, Albert Kenneth Tollstam, 727 Capital, David Raymond Duggan, Viral Stocks Inc., 10X Capital, Cryptobloc Technologies Corp., New Point Exploration Corp., Green 2 Blue Energy Corp., BLOK Technologies Inc., Kootenay Zinc Corp., Affinor Growers Inc., Beleave Inc., Liht Cannabis Corp. (formerly known as Marapharm Ventures Inc.), PreveCeutical Medical Inc., Speakeasy Cannabis Club Ltd., and Abattis Bioceuticals Corp.

Decision

I.    Introduction

1. On November 26, 2018, the Executive Director issued temporary orders and a notice of hearing against the respondents.  In this decision we will refer to Cryptobloc Technologies Corp., New Point Exploration Corp., Green 2 Blue Energy Corp., BLOK Technologies Inc., Kootenay Zinc Corp., Affinor Growers Inc., Beleave Inc., Liht Cannabis Corp. (formerly known as Marapharm Ventures Inc.), PreveCeutical Medical Inc., Speakeasy Cannabis Club Ltd., and Abattis Bioceuticals Corp., collectively as the "Issuers".  All respondents, other than the Issuers, will be referred to as the "Non-Issuer Respondents".
   
   
2. In the notice of hearing, the executive director alleges that:
   
   (a) members of the Non-Issuer Respondents entered into agreements to provide consulting services to the Issuers,
   
   (b) members of the Non-Issuer Respondents paid for free-trading securities of the Issuers through private placements,
   
   (c) the Issuers issued securities through private placements to members of the Non-Issuer Respondents relying on the consultant exemption to the prospectus requirement in section 2.24 of National Instrument 45-106 (Consultant Exemption),
   
   (d) members of the Non-Issuer Respondents purported to be consultants under the Consultant Exemption but were not,
   
   (e) the Issuers paid most of the private placement funds back to members of the Non-Issuer Respondents and kept very little of the money raised,
   
   (f) members of the Non-Issuer Respondents sold securities of the Issuers in the market, often at prices below the private-placement acquisition cost,
   
   (g) the Issuers issued news releases informing the market they raised the full amount of the private placement when they had only retained a small portion of the funds, and
   
   (h) by engaging in this conduct, the Non-Issuer Respondents engaged in conduct that is abusive to the capital markets, and the Issuers illegally distributed securities, contravening section 61 of the Act.
   
   
3. The temporary orders imposed by the executive director are as follows:
   
   (a) under section 161(1)(b)(ii), that the Non-Issuer Respondents cease trading in, and are prohibited from purchasing, securities of the Issuers,
   
   (b) under section 161(1)(c), that the Consultant Exemption does not apply to the Issuers for a distribution to a consultant, and
   
   (c) under section 161(1)(c), that the Consultant Exemption does not apply to any issuer listed on the Canadian Securities Exchange (CSE) for a distribution to a Non-Issuer Respondent.
   
   
4. This was an application by the executive director to extend these temporary orders.  The temporary orders were to expire on December 11, 2018.  At the completion of the hearing, we extended them until we issued our decision on this application.
   
   
5. We find that all of the respondents received notice of the hearing pursuant to section 180 of the Act.
   
   
6. The executive director was applying to extend the temporary orders until a hearing is held and a decision rendered.  The executive director filed affidavit evidence and provided written and oral submissions with respect to his application.
   
   
7. None of the respondents filed any evidence or took a position on the executive director's application to extend the temporary orders.  Some of the respondents did not appear and were not represented at the hearing.  Several of the respondents made oral submissions to the effect that we should set a date, sometime in early February 2019, upon which all parties should appear before the Commission to set hearing dates in respect of the allegations in the notice of hearing or to set the next procedural steps in that matter.
   
   
8. At the conclusion of the oral hearing, we expressed a concern that the form of the temporary order set out in subparagraph 3(c) above required notice to all issuers listed on the CSE (which had not been provided by the executive director).  This concern arises from the reality that it is an issuer who makes use of an exemption from the prospectus requirements of the Act and not a subscriber.  We indicated that if we were to consider an extension of that order it would be in the following form:
   
   That the Non-Issuer Respondents be prohibited from purchasing any securities of a CSE listed issuer under the Consultant Exemption.
   
   
9. We gave all parties until the close of business on December 12, 2018 to provide further submissions specifically on this revised form of temporary order.  The executive director provided confirmation that the revised form of order was acceptable to him.  None of the respondents provided any further submissions.