Order: In the Matter of Capital Markets Technologies, Inc.

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

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IN THE MATTER OF
CAPITAL MARKETS TECHNOLOGIES, INC.

ORDER
(Subsections 127(1) and 127(10) of the Securities Act)

WHEREAS on June 3, 2014, the Ontario Securities Commission (the “Commission”) issued a Notice of Hearing pursuant to subsections 127(1) and 127(10) of the Securities Act, R.S.O. 1990, c. S.5, as amended (the “Act”) in respect of Capital Markets Technologies, Inc. (“CMT”);

AND WHEREAS on June 2, 2014, Staff of the Commission (“Staff”) filed a Statement of Allegations in respect of the same matter;

AND WHEREAS CMT entered into a settlement agreement with the Prince Edward Island Superintendent of Securities (“PEI Superintendent”) dated May 31, 2013 (the “Settlement Agreement”);

AND WHEREAS in the Settlement Agreement, CMT agreed to an order of the PEI Superintendent imposing sanctions, conditions, restrictions or requirements upon CMT;

AND WHEREAS CMT is subject to an order dated June 5, 2013 made by the PEI Superintendent (the “PEI Order”) that imposes sanctions, conditions, restrictions or requirements upon CMT within the meaning of paragraph 4 of subsection 127(10) of the Act;

AND WHEREAS Staff: (i) appeared before the Commission on June 26, 2014 and made submissions; and (ii) filed a hearing brief, and a consent from CMT consenting to the making of this order, which reciprocates the PEI Order;

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

IT IS HEREBY ORDERED THAT pursuant to paragraph 3 of subsection 127(1) of the Act, except for the securities to be issued on the conversion of the Convertible Loan Agreements, as defined in the Settlement Agreement, the exemptions set out in National Instrument 45-106 do not apply to CMT in Ontario until June 5, 2018.

DATED at Toronto this 26^th day of June, 2014.