Order: In the Matter of Onix International Inc. and Tyrone Constantine Phipps

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

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IN THE MATTER OF
ONIX INTERNATIONAL INC. and TYRONE CONSTANTINE PHIPPS

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IN THE MATTER OF A SETTLEMENT AGREEMENT BETWEEN STAFF OF THE ONTARIO SECURITIES COMMISSION AND ONIX INTERNATIONAL INC. AND TYRONE CONSTANTINE PHIPPS

ORDER
(Sections 37 and 127(1))

    WHEREAS by Notice of Hearing dated March 8, 2013, the Ontario Securities Commission (the “Commission”) announced that it proposed to hold a hearing, commencing on April 3, 2013, pursuant to sections 37, 127, and 127.1 of the Securities Act, R.S.O. 1990, c. S.5, as amended (the “Act”), to consider whether it is in the public interest to make orders, as specified therein, against Onix International Inc. (“Onix International”) and Tyrone Constantine Phipps (“Phipps”) (collectively the "Respondents"). The Notice of Hearing was issued in connection with the allegations as set out in the Statement of Allegations of Staff of the Commission (“Staff”) dated March 7, 2013;

    AND WHEREAS the hearing on the merits in this matter was scheduled to commence on September 5, 2013 at 10:00 a.m. and to continue on September 6, 9, 11, 12 and 13, 2013 (the “Merits Hearing Dates”);

    AND WHEREAS the Respondents entered into a settlement agreement with Staff dated June 21, 2013 (the "Settlement Agreement") in which the Respondents agreed to a proposed settlement of the proceeding commenced by the Notice of Hearing dated March 8, 2013, subject to the approval of the Commission;

    AND WHEREAS on June 24, 2013, the Commission issued a Notice of Hearing pursuant to sections 37 and 127 of the Act to announce that it proposed to hold a hearing to consider whether it is in the public interest to approve the Settlement Agreement;

    AND UPON reviewing the Settlement Agreement, the Notice of Hearing, and the Statements of Allegations of Staff, and upon hearing submissions from the Respondents and from Staff;

    AND WHEREAS the Commission is of the opinion that it is in the public interest to make this order;

    IT IS HEREBY ORDERED THAT:

(a) the Settlement Agreement is approved;

(b) pursuant to clause 2 of subsection 127(1) of the Act, trading in any securities by Onix International cease permanently from the date of this Order;

(c) pursuant to clause 2 of subsection 127(1) of the Act, trading in any securities by Phipps cease for 10 years from the date of the approval of this Order;

(d) pursuant to clause 2.1 of subsection 127(1) of the Act, the acquisition of any securities by Phipps is prohibited for 10 years from the date of this Order;

(e) pursuant to clause 3 of subsection 127(1) of the Act, any exemptions contained in Ontario securities law do not apply to Phipps for 10 years from the date of this Order;

(f) pursuant to clause 6 of subsection 127(1) of the Act, Phipps is reprimanded;

(g) pursuant to clauses 8, 8.2, and 8.4 of subsection 127(1) of the Act, Phipps is prohibited for 10 years from the date of this Order from becoming or acting as a director or officer of any issuer, registrant, or investment fund manager;

(h) pursuant to clause 8.5 of subsection 127(1) of the Act, Phipps is prohibited for 10 years from the date of this Order from becoming or acting as a registrant, as an investment fund manager or as a promoter; and

(i) pursuant to clause 10 of subsection 127(1) of the Act, the Respondents shall disgorge to the Commission, on a joint and several basis, the amount of $232,000 obtained as a result of their non-compliance with Ontario securities law. The amount of $232,000 disgorged shall be designated for allocation to or for the benefit of third parties or for use by the Commission for the purpose of educating investors or promoting or otherwise enhancing knowledge and information of persons regarding the operation of the securities and financial markets, in accordance with subsection 3.4(2)(b) of the Act;

(j) pursuant to clause 9 of subsection 127(1) of the Act, Phipps shall pay an administrative penalty in the amount of $25,000 for his failure to comply with Ontario securities law. The administrative penalty in the amount of $25,000 shall be designated for allocation to or for the benefit of third parties or for use by the Commission for the purpose of educating investors or promoting or otherwise enhancing knowledge and information of persons regarding the operation of the securities and financial markets, in accordance with subsection 3.4(2)(b) of the Act;

(k) pursuant to subsection 37(1) of the Act, Phipps is prohibited for 10 years, from the date of the approval of the Settlement Agreement, from telephoning from within Ontario to any residence within or outside Ontario for the purpose of trading in any security or any class of securities; and

(l) Notwithstanding the provisions of this Order, once Phipps has fully satisfied the terms of sub-paragraphs (i) and (j) above, Phipps shall be permitted to trade for his own account, solely through a registered dealer or, as appropriate, a registered dealer in a foreign jurisdiction (which dealer must be given a copy of this Order) in (a) any "exchange-traded security" or "foreign exchange-traded security" within the meaning of National Instrument 21-101 provided that he does not own beneficially or exercise control or direction over more than 5 percent of the voting or equity securities of the issuer(s) of any such securities; or (b) any security issued by a mutual fund that is a reporting issuer;

    IT IS FURTHER ORDERED THAT the Merits Hearing Dates are vacated.

    DATED at Toronto this 16^th day of July, 2013.