Hearings and Proceedings

-=: MA NIT OBA CURITI ES C OMMISS I O N IN THE MATTER OF: THE SECURITIES ACT -and- IN THE MATTER OF: BARRIE WILLIAM CAHILL and DUNDEE PRIVATE INVESTORS INC. STATEMENT OF ALLEGATIONS OF STAFF OF THE MANITOBA SECURITIES COMMISSION STAFF OF THE MANITOBA SECURITIES COMMISSION ALLEGE, AMONG OTHER THINGS, THAT: A. REGISTRATION 1. Barrie William Cahill ("CAHILL") was registered under The Securities Act of Manitoba ("Act") as a salesperson with various employing sponsors from January 9, 1990 to January 15, 2004. For part of his registration period , at a time not relevant to this proceeding, CAHILL was also registered as a Branch Manager. 2. CAHILL has not been reg istered under the Act in any capacity since January 15, 2004. 3. Dundee Private Investors Inc. ("DUNDEE") is currently registered as a Mutual Fund Dealer. 4. At all material times commencing April 9, 2002, CAHILL's employing mutual fund dea ler was Cartier Partners Financial Services Inc., which changed its name to DUNDEE on or about June 1, 2004. 5. CAHILL has never been registered under the Act as a salesperson of Premier Gymnastics Limited. 500-400 St. Mary Avenue, Winni peg, Manitoba R3C 4K5 • tel: (204) 945.2548 • fax : (204) 945 .0330· www.msc.gov.mb.ca

Page 2 6. Premier Gymnastics Limited has not been registered under the Act in any capacity, nor has it at any time filed a preliminary prospectus or prospectus with The Manitoba Securities Commission ("Commission") . 7. Premier Gymnastics Limited has not applied for, made filings pursuant to, or been granted an exemption from registration and prospectus requirements as permitted by the Act. 8. On May 21, 2008, charges were laid against CAHILL in the Provincial Court of Manitoba ("Court"). 9. On November 19, 2009, CAHILL was found guilty of the following: COUNT 1 BARRIE WILLIAM CAHILL, between the 15\ day of August, 2002 and the 31 S \ day of October, 2002, both dates inclusive, at or near the City of Winnipeg, in the Province of Manitoba, did act as a salesman of, or on behalf of, Premier Gymnastics Limited in connection with a trade in a security to Gertrude Patricia Page for consideration of $60,000.00 while not registered to do so under The Securities Act, contrary to Section 6(3) of The Securities Act, and did thereby commit an offence contrary to Section 136(1 )(c) of The Securities Act. 10. On August 12, 2010, for the above securities offence, the Court imposed a sentence upon CAHILL of a period of incarceration of six months. 11 . In addition to the securities offence, on August 11 , 2010, CAHILL was also found guilty of an offence under the Criminal Code of Canada for which a disposition was imposed on August 31 , 2010 including a Restitution Order for CAHILL to pay $50,000 to Gertrude Page. 12. To date no payments toward restitution have been paid by CAHILL. 13. The Director, Legal and Enforcement ("Director") of the Commission has received an application for a claim for compensation for financial loss and requests the Commission order financial loss compensation in amounts and as against any person and/or company as may be determined at or prior to hearing . B. ALLEGATIONS 1. Staff of the Commission allege that CAH ILL contravened section 6(3) of the Act and that, due to these allegations, pursuant to section 148 of the Act CAHILL should be cease traded , pursuant to subsection 19(5) of the Act CAHILL should not be entitled to use any of the exemptions permitted by the Act and not be entitled to participate in the exempt markets in Manitoba in the future, and pursuant to section 148.2 of the Act CAHILL

should be ordered to pay compensation for financial loss to Gertrude Patricia Page. 2. As against DUNDEE, staff of the Commission allege that a contravention or failure to comply as itemized in section 148.2(3)(a) of the Act on the part of CAHILL occurred in the course of his employment by or while he was acting on behalf of DUNDEE or a predecessor, such that pursuant to section 148.2(4) of the Act , compensation for financial loss to Gertrude Patricia Page pursuant to section 148.2 of the Act. 3. Such further and other matters Commission may permit. DATED at Winnipeg, Manitoba this , ) TO: BARRIE WILLIAM CAHILL AND TO: DUNDEE PRIVATE INVESTORS INC. Page 3 DUNDEE should be ordered to pay as counsel may advise and the .~ day of March, 2011. DirectorO-egal and Enfor ement