Notice of Hearing: In the Matter of The Falls Capital Corp. et al.

IN THE MATTER OF
THE SECURITIES ACT, RSO 1990, c S.5


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IN THE MATTER OF
THE FALLS CAPITAL CORP.,
DEERCREST CONSTRUCTION FUND INC.,
WEST KARMA LTD. and RODNEY JACK WHARRAM


NOTICE OF HEARING
(Subsections 127(1) and 127(10) of the Securities Act)

TAKE NOTICE THAT the Ontario Securities Commission (the “Commission”) will hold a hearing pursuant to subsections 127(1) and 127(10) of the Securities Act, RSO 1990, c S.5 (the “Act”), at the offices of the Commission, 20 Queen Street West, 17th Floor, commencing on August 29, 2016 at 10:00 a.m., or as soon thereafter as the hearing can be held;

            TO CONSIDER whether, pursuant to subsection 127(1) and paragraph 4 of subsection 127(10) of the Act, it is in the public interest for the Commission to make an order:

1. against Rodney Jack Wharram (“Wharram”) that:
1. trading in any securities or derivatives by Wharram cease permanently, pursuant to paragraph 2 of subsection 127(1) of the Act;
2. the acquisition of any securities by Wharram be prohibited permanently, pursuant to paragraph 2.1 of subsection 127(1) of the Act;
3. Wharram resign any positions that he holds as a director or officer of any issuer, registrant or investment fund manager, pursuant to paragraphs 7, 8.1 and 8.3 of subsection 127(1) of the Act;
4. Wharram be prohibited permanently from becoming or acting as a director or officer of any issuer, registrant or investment fund manager, pursuant to paragraphs 8, 8.2 and 8.4 of subsection 127(1) of the Act; and
5. Wharram be prohibited permanently from becoming or acting as a registrant, investment fund manager or promoter, pursuant to paragraph 8.5 of subsection 127(1) of the Act;
2. against The Falls Capital Corp. (“The Falls”) that:
1. trading in any securities of The Falls cease permanently, pursuant to paragraph 2 of subsection 127(1) of the Act;
2. trading in any securities or derivatives by The Falls cease permanently, pursuant to paragraph 2 of subsection 127(1) of the Act;
3. the acquisition of any securities by The Falls be prohibited permanently, pursuant to paragraph 2.1 of subsection 127(1) of the Act; and
4. The Falls be prohibited permanently from becoming or acting as a registrant, investment fund manager or promoter, pursuant to paragraph 8.5 of subsection 127(1) of the Act;
3. against Deercrest Construction Fund Inc. (“Deercrest”) that:
1. trading in any securities of Deercrest cease permanently, pursuant to paragraph 2 of subsection 127(1) of the Act;
2. trading in any securities or derivatives by Deercrest cease permanently, pursuant to paragraph 2 of subsection 127(1) of the Act;
3. the acquisition of any securities by Deercrest be prohibited permanently, pursuant to paragraph 2.1 of subsection 127(1) of the Act; and
4. Deercrest be prohibited permanently from becoming or acting as a registrant, investment fund manager or promoter, pursuant to paragraph 8.5 of subsection 127(1) of the Act;
4. against West Karma Ltd. (“West Karma”) that:
1. trading in any securities of West Karma cease permanently, pursuant to paragraph 2 of subsection 127(1) of the Act;
2. trading in any securities or derivatives by West Karma cease permanently, pursuant to paragraph 2 of subsection 127(1) of the Act;
3. the acquisition of any securities by West Karma be prohibited permanently, pursuant to paragraph 2.1 of subsection 127(1) of the Act; and
4. West Karma be prohibited permanently from becoming or acting as a registrant, investment fund manager or promoter, pursuant to paragraph 8.5 of subsection 127(1) of the Act;
5. such other orders as the Commission considers appropriate.

            BY REASON of the allegations set out in the Statement of Allegations of Staff of the Commission dated August 2, 2016, and by reason of an Order of the British Columbia Securities Commission dated November 25, 2015, and such additional allegations as counsel may advise and the Commission may permit;

            AND TAKE FURTHER NOTICE that at the hearing on August 29, 2016 at 10:00 a.m., Staff will bring an application to proceed with the matter by written hearing, in accordance with Rule 11 of the Ontario Securities Commission’s Rules of Procedure (2014), 37 OSCB 4168 and section 5.1 of the Statutory Powers Procedure Act, RSO 1990, c S.22, and any party to the proceeding may make submissions in respect of the application to proceed by written hearing;

            AND TAKE FURTHER NOTICE that any party to the proceeding may be represented by a representative 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 the party and such party is not entitled to any further notice of the proceeding;

            AND TAKE FURTHER NOTICE that the Notice of Hearing is also available in French on request, participation may be in either French or English and participants must notify the Secretary’s Office in writing as soon as possible, and in any event, at least thirty (30) days before a hearing if the participant is requesting a proceeding to be conducted wholly or partly in French; and

            ET AVIS EST ÉGALEMENT DONNÉ PAR LA PRÉSENTE que l'avis d'audience est disponible en français sur demande, que la participation à l'audience peut se faire en français ou en anglais et que les participants doivent aviser le Bureau du secrétaire par écrit le plut tôt possible et, dans tous les cas, au moins trente (30) jours avant l'audience si le participant demande qu'une instance soit tenue entièrement ou partiellement en français.

DATED at Toronto this 2nd day of August, 2016.