Order: In the Matter of Bradon Technologies Ltd. et al.

IN THE MATTER OF THE SECURITIES ACT,
R.S.O. 1990, c. S.5, AS AMENDED

- AND -

IN THE MATTER OF BRADON TECHNOLOGIES LTD., JOSEPH COMPTA, ENSIGN CORPORATE COMMUNICATIONS INC. and TIMOTHY GERMAN

ORDER

(Sections 127 and 127.1 of the Securities Act)

WHEREAS:

1. On October 3, 2013, the Ontario Securities Commission (the “Commission”) issued a Notice of Hearing pursuant to sections 127 and 127.1 of the Securities Act, R.S.O. 1990, c. S.5, as amended (the “Act”), in relation to the Statement of Allegations, dated October 3, 2013, filed by Staff of the Commission (“Staff”) with respect to Bradon Technologies Ltd. (“Bradon”), Joseph Compta (“Compta”), Ensign Corporate Communications Inc. (“Ensign”) and Timothy German (“German”) (collectively, the “Respondents”);
2. The Commission conducted the hearing on the merits in this matter on December 1, 5, 8, 9, 10, 11 and 12, 2014 and on February 11 and 24, 2015;
3. On July 21, 2015, the Commission issued its Reasons and Decision on the merits in this matter (Re Bradon Technologies Ltd. (2015), 38 O.S.C.B. 6763 (the “Merits Decision”));
4. The Commission is satisfied that the Respondents have not complied with Ontario securities law and have acted contrary to the public interest, as outlined in the Merits Decision;
5. On February 25, 2016, the Commission conducted a hearing with respect to the sanctions and costs to be imposed in this matter (the “Sanctions and Costs Hearing”); and
6. The Commission is of the opinion that it is in the public interest to issue this Order;

IT IS HEREBY ORDERED that:

1. Pursuant to paragraph 2 of subsection 127(1) of the Act, trading in any securities by each of the Respondents shall cease permanently;
2. Pursuant to paragraph 2.1 of subsection 127(1) of the Act, the acquisition of any securities by each of the Respondents is prohibited permanently;
3. Pursuant to paragraph 3 of subsection 127(1) of the Act, any exemptions contained in Ontario securities law do not apply to each of the Respondents permanently;
4. Pursuant to paragraph 6 of subsection 127(1) of the Act, each of the Respondents is reprimanded;
5. Pursuant to paragraphs 7, 8.1 and 8.3 of subsection 127(1) of the Act, each of German and Compta shall resign any positions each holds as a director or officer of an issuer, registrant or investment fund manager;
6. Pursuant to paragraphs 8, 8.2 and 8.4 of subsection 127(1) of the Act, each of German and Compta is prohibited permanently from becoming or acting as a director or officer of any issuer, registrant or investment fund manager;
7. Pursuant to paragraph 8.5 of subsection 127(1) of the Act, each of the Respondents is prohibited permanently from becoming or acting as a registrant, as an investment fund manager or as a promoter;
8. Pursuant to paragraph 9 of subsection 127(1) of the Act, German shall pay an administrative penalty of $500,000, which amount shall be designated in accordance with paragraphs (b)(i) or (ii) of subsection 3.4(2) of the Act;
9. Pursuant to paragraph 9 of subsection 127(1) of the Act, Compta shall pay an administrative penalty of $300,000, which amount shall be designated in accordance with paragraphs (b)(i) or (ii) of subsection 3.4(2) of the Act;
10. Pursuant to paragraph 10 of subsection 127(1) of the Act, the Respondents shall disgorge to the Commission $263,000, on a joint and several basis, which amount shall be designated in accordance with paragraphs (b)(i) or (ii) of subsection 3.4(2) of the Act;
11. Pursuant to paragraph 10 of subsection 127(1) of the Act, German and Ensign shall disgorge to the Commission $1,367,505.68, on a joint and several basis, which amount shall be designated in accordance with paragraphs (b)(i) or (ii) of subsection 3.4(2) of the Act;
12. Pursuant to section 127.1 of the Act, German and Ensign shall pay, on a joint and several basis, $196,870 for the costs of the investigation and hearing; and
13. Pursuant to section 127.1 of the Act, Compta and Bradon shall pay, on a joint and several basis, $84,373.11 for the costs of the investigation and hearing.

Dated at Toronto this 20th day of May, 2016.