IN THE MATTER OF
THE SECURITIES ACT
R.S.O. 1990, C S.5, AS AMENDED
IN THE MATTER OF
DISCOVERY BIOTECH INC.
GRAYCLIFF RESOURCES INC.
(Subsection 127(1) & 127(5))
WHEREAS it appears to the Commission:
1. Discovery Biotech Inc. ("Discovery")is an Ontario Corporation with offices in Toronto and Burlington,Ontario;
2. Graycliff Resources Inc. ("Graycliff")is an Ontario Corporation with offices in Toronto, Ontario;
3. The sales of Discovery common shares arebeing effected by persons who are the employees or agentsof Discovery and/or Graycliff;
4. Common Shares of Discovery are being soldto members of the public in reliance upon Rule 45-501, whichallows for exempt distributions;
5. Agents or employees of Discovery and/orGraycliff are making prohibited representations respectingthe future value of Discovery common shares and the futurelisting of Discovery shares;
6. The sales of Discovery common shares arebeing made in breach of sections 25 and 53 of the SecuritiesAct, R.S.O. 1990 c.S.5;
AND WHEREAS the Commission is of theopinion that the time required to conclude a hearing could beprejudicial to the public interest;
AND WHEREAS by Commission Order madeMarch 9, 2001, pursuant to section 3.5(3) of the Act,any one of David A. Brown, Howard Wetston or Paul Moore, actingalone, is authorized to make orders under section 127 of theAct;
AND WHEREAS the Commission is of theopinion that it is in the public interest to make this order;
IT IS ORDERED pursuant to subsection127(1) of the Act that all trading by Discovery and itsagents and employees and by Graycliff and its agents and employeesin Discovery common shares shall cease;
IT IS FURTHER ORDERED that pursuant tosubsection 127(6) of the Act this order shall take effectimmediately and shall expire on the fifteenth day after itsmaking unless extended by order of the Commission.
June 4, 2003.