Amended Notice of Hearing: In the Matter of Borealis International Inc. et al.

      TAKE NOTICE that the Ontario Securities Commission will hold a hearing pursuant to sections 127 and 127.1 of the Securities Act, R.S.O. 1990, c. S.5, as amended (the “Act”), at the offices of the Commission located at 20 Queen Street West, Toronto, in the Large Hearing Room, 17^th Floor, commencing on May 27, 2008, at 2:30 p.m. or as soon thereafter as the hearing can be held;

      AND TAKE NOTICE that the purpose of the hearing is to consider whether:

1. pursuant to sections 127(1) and (5) of the Act, to order pursuant to clause 2 of section 127(1) that trading in any securities by Michelle Dickerson, Derek Dupont, Bartosz Ekiert, Ross Macfarlane, Brian Nerdahl, Hugo Pittoors and Larry Travis shall cease, and that pursuant to clause 3 of section 127(1), any exemptions contained in Ontario securities law shall not apply to them, and pursuant to section 127(7) to continue such order until November 27, 2008;
3. pursuant to sections 127(1), (5) and (7) of the Act, to continue the Temporary Order made November 15, 2007 until November 27, 2008 to provide pursuant to clause 2 of section 127(1) that trading in any securities of and by the respondents named therein, including Alexander Poole (“Poole”) shall cease, and that pursuant to clause 3 of section 127(1), any exemptions contained in Ontario securities law shall not apply to the respondents named therein, including Poole;
5. at the conclusion of the hearing, to make an order pursuant to clause 1 of section 127(1) that the registration of Poole be terminated, suspended or restricted, or that terms and conditions be placed or continued on his registration;
6. at the conclusion of the hearing, to make an order pursuant to clause 2 of section 127(1) that trading in any securities by the respondents cease permanently or for such period as is specified by the Commission;
7. at the conclusion of the hearing, to make an order pursuant to clause 2.1 of section 127(1) that acquisition of any securities by the respondents is prohibited permanently or for such period as is specified by the Commission;
8. at the conclusion of the hearing, to make an order pursuant to clause 3 of section 127(1) that any exemptions contained in Ontario securities law do not apply to the respondents permanently or for such period as is specified by the Commission;
9. at the conclusion of the hearing, to make an order pursuant to clause 6 of section 127(1) that the respondents be reprimanded;
10. at the conclusion of the hearing, to make an order pursuant to clause 7 of section 127(1) that each of the individual respondents resign all positions that he or she holds as a director or officer of an issuer;
11. at the conclusion of the hearing, to make an order pursuant to clause 8 of section 127(1) that each of the individual respondents be prohibited from becoming or acting as a director or officer of any issuer;
12. at the conclusion of the hearing, to make an order pursuant to clause 8.2 of section 127(1) that the respondents be prohibited from becoming or acting as a director or officer of a registrant;
13. at the conclusion of the hearing, to make an order pursuant to clause 9 of section 127(1) that the respondents each pay an administrative penalty for each failure to comply with Ontario securities law;
14. at the conclusion of the hearing, to make an order pursuant to clause 10 of section 127(1) that the respondents each disgorge to the Commission any amounts obtained as a result of their non-compliance with Ontario securities law; and
15. at the conclusion of the hearing, to make an order pursuant to section 127.1 that the respondents pay the costs of the investigation and hearing.

      BY REASON OF the allegations set out in the Amended Statement of Allegations dated May 22, 2008 and such additional allegations as counsel may advise and the Commission may permit;

      AND TAKE FURTHER 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 the 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 22^nd day of May, 2008.