Notice of Hearing: In the matter of Robert Jay Major et al.

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

- and -

IN THE MATTER OF
ROBERT JAY MAJOR, GARY MATTISON CLEMENTS
and 1429250 ALBERTA LTD.

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 October 31, 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 5 of subsection 127(10) of the Act, it is in the public interest for the Commission to make an order:

1. against Robert Jay Major (“Major”) that:
1. trading in any securities or derivatives by Major cease until August 3, 2031, pursuant to paragraph 2 of subsection 127(1) of the Act, except trades that are made through a registrant who has first been given a copy of the Settlement Agreement and Undertaking between Major and the Alberta Securities Commission dated August 3, 2016, and a copy of the Order of the Commission in this proceeding, if granted;
2. the acquisition of any securities by Major cease until August 3, 2031, pursuant to paragraph 2.1 of subsection 127(1) of the Act, except purchases that are made through a registrant who has first been given a copy of the Settlement Agreement and Undertaking between Major and the Alberta Securities Commission dated August 3, 2016, and a copy of the Order of the Commission in this proceeding, if granted;
3. any exemptions contained in Ontario securities law do not apply to Major until August 3, 2031, pursuant to paragraph 3 of subsection 127(1) of the Act;
4. Major 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;
5. Major be prohibited until August 3, 2031 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
6. Major be prohibited until August 3, 2031 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 Gary Mattison Clements (“Clements”) that:
1. trading in any securities or derivatives by Clements cease until August 3, 2023, pursuant to paragraph 2 of subsection 127(1) of the Act, except trades that are made through a registrant who has first been given a copy of the Settlement Agreement and Undertaking between Clements and the Alberta Securities Commission dated August 3, 2016, and a copy of the Order of the Commission in this proceeding, if granted;
2. the acquisition of any securities by Clements cease until August 3, 2023, pursuant to paragraph 2.1 of subsection 127(1) of the Act, except purchases that are made through a registrant who has first been given a copy of the Settlement Agreement and Undertaking between Clements and the Alberta Securities Commission dated August 3, 2016, and a copy of the Order of the Commission in this proceeding, if granted;
3. any exemptions contained in Ontario securities law do not apply to Clements until August 3, 2023, pursuant to paragraph 3 of subsection 127(1) of the Act;
4. Clements 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;
5. Clements be prohibited until August 3, 2023 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
6. Clements be prohibited until August 3, 2023 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 1429250 Alberta Ltd. (“142 Alberta”) that:
1. trading in any securities or derivatives by 142 Alberta cease until August 3, 2031, pursuant to paragraph 2 of subsection 127(1) of the Act; and
2. the acquisition of any securities by 142 Alberta cease until August 3, 2031, pursuant to paragraph 2.1 of subsection 127(1) of the Act;
4. such other order or orders as the Commission considers appropriate.

BY REASON of the allegations set out in the Statement of Allegations of Staff of the Commission dated September 29, 2016, and by reason of a Settlement Agreement and Undertaking between Major, Clements and 142 Alberta and the Alberta Securities Commission dated August 3, 2016, and such additional allegations as counsel may advise and the Commission may permit;

AND TAKE FURTHER NOTICE that at the hearing on October 31, 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 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 upon 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 30th day of September, 2016.