IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990, c. S.5, AS AMENDED
IN THE MATTER OF
AMERON OIL AND GAS LTD.
AND MX-IV, LTD.
Sections 127(1) & 127(5)
WHEREAS it appears to the Ontario Securities Commission (the "Commission") that:
1. Ameron Oil and Gas Ltd. ("Ameron") purports to be a private corporation registered in the Bahamas;
2. MX-IV, Ltd. ("MX-IV") purports to be a Bahamian limited partnership and units of the MX-IV limited partnership are being offered for sale as investments (the "MX-IV Securities") to residents of Canada;
3. Representatives of Ameron appear to be offering the MX-IV Securities for sale from offices in the Toronto region;
4. The trading of the MX-IV Securities appears to be taking place at offices where Net Squares Inc. ("Net Squares") was paying the rent;
5. Net Squares is an Ontario corporation with a registered office address in Toronto, Ontario;
6. A preliminary prospectus or a prospectus have not been filed for the MX-IV Securities and the Director has not issued a receipt in respect of the MX-IV Securities;
7. Ameron and MX-IV are not registered with the Commission in any capacity;
8. Staff are conducting an investigation into the trading of the MX-IV Securities, and it appears that Ameron and MX-IV and their representatives, may have engaged in the following conduct:
(i) trading in MX-IV Securities without proper registration or appropriate exemption from the registration requirements under the Act, contrary to section 25 of the Act;
(ii) trading the MX-IV Securities in a manner that would be a distribution of those securities where no preliminary prospectus or prospectus has been filed and no receipt has been issued by the Director, contrary to section 53 of the Act; and
(iii) engaging or participating in acts or a course of conduct relating to the MX-IV Securities that they knew or ought to have known perpetrates a fraud on any person or company contrary to section 126.1 of the Act.
AND WHEREAS the Commission is of the opinion that the time required to conclude a hearing could be prejudicial to the public interest as set out in s. 127(5) of the Act;
AND WHEREAS the Commission is of the opinion that it is in the public interest to make this order;
AND WHEREAS by Commission order made August 31, 2009 pursuant to section 3.5(3) of the Act, any one of W. David Wilson, James E. A. Turner, David L. Knight, Carol S. Perry, Patrick J. LeSage, James D. Carnwath and Mary G. Condon, acting alone, is authorized to make orders under section 127 of the Act;
IT IS ORDERED pursuant to clause 2 of subsection 127(1) of the Act that all trading in the securities of MX-IV, Ltd. shall cease;
IT IS FURTHER ORDERED pursuant to clause 2 of subsection 127(1) of the Act that Ameron Oil and Gas Ltd., MX-IV, Ltd. and their representatives, cease trading in all securities;
IT IS FURTHER ORDERED pursuant to clause 2 of subsection 127(1) of the Act that any exemptions contained in Ontario securities law do not apply to Ameron Oil and Gas Ltd. and MX-IV, Ltd.; and
IT IS FURTHER ORDERED pursuant to subsection 127(6) of the Act that this order shall take effect immediately and shall expire on the fifteenth day after its making unless extended by order of the Commission.
Dated at Toronto this 6th day of April, 2010