A.C. MacPherson

Inc. ("A.C. MacPherson") and/or Geno Della Rocca ("Della Rocca") (together referred to as "the respondents") be suspended or restricted for such time as the Commission may direct, or be terminated, or be subject to such terms and conditions as the Commission may order;
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4. A.C. MacPherson is registered under Ontario securities law as an investment dealer.Della Rocca is registered under Ontario securities law and is the president and chief executive officer of A.C. MacPherson.
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5. During the years 1996 and 1997, virtually all of A.C. MacPherson's business consisted of its acquiring stock for its own account and selling that same stock to its clients.

6. In 1996, more than two-thirds of A.C. MacPherson's revenue from principal trading was derived from trading stock of seven issuers.In the following year, approximately 99% of its revenue from principal trading was derived from the same seven issuers, all of which traded on the Canadian Dealing Network.
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7. In the case of both of these issuers, A.C. MacPherson acquired stock at a significant discount to what was then the market price of the stock.A.C. MacPherson then resold that stock to its own clients at excessive markups.

Heartland Resources Inc.

8. Between October 19, 1995 and June 25, 1996, A.C. MacPherson acquired 5,000,000 shares of Heartland Resources Inc. ("Heartland") at prices ranging from $0.215 to $0.32 per share.During the same time period, the market price of Heartland shares ranged from $0.55 to $0.90.

9. Between June 18 and July 25, 1996, A.C. MacPherson acquired a further 640,000 shares of Heartland at prices ranging from $0.23275 and $0.32 per share.During the same time period, the market price ranged from $0.55 to $0.75 per share.

10. Between April 18 and June 27, 1997, A.C. MacPherson acquired an additional 4,000,000 shares of Heartland at prices ranging from $0.16 to $0.20 per share.During the same time period, the market price ranged from $0.50 to $0.67 per share.

11. During the period from November 7, 1995 to August 31, 1997, A.C. MacPherson sold substantially all of its Heartland shares to its own clients.A.C. MacPherson sold the shares at prices ranging from $0.35 per share to $1.10 per share, and realized a gross profit of several million dollars.

Complex Minerals Corp.

12. From December 29, 1995 to October 10, 1996, A.C. MacPherson acquired 7,700,000 shares of Complex Minerals Corp. ("Complex") at prices up to $0.33 per share.The market price ranged from $0.40 to $1.00 per share.A.C. MacPherson subsequently acquired an additional 500,000 shares.

13. During the period from February 5, 1996 to August 31, 1997, A.C. MacPherson sold substantially all of its Complex shares to its own clients.A.C. MacPherson sold the shares at prices ranging from $0.30 to $0.95 per share, and realized a gross profit of several million dollars.

Conduct of the Respondents

14. In engaging in the conduct set out above, A.C. MacPherson may have placed itself in a conflict of interest with its clients.Its conduct was therefore contrary to the public interest.

15. In allowing A.C. MacPherson to engage in the conduct set out above, Della Rocca, as a registrant under Ontario securities law, acted in a manner contrary to the public interest.
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(b) within ten days of the date of approval of this settlement, A.C. MacPherson will send to each of its clients a letter substantially in the form attached as Schedule 'B';

(c) the registration of A.C. MacPherson will be suspended effective July 5, 2000;

(d) the following terms and conditions will be imposed upon the registration of A.C. MacPherson, effective on the date of approval of this settlement agreement and continuing for the duration of A.C. MacPherson's registration:
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Inc. ("A.C. MacPherson") and Geno Della Rocca ("Della Rocca");
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AND UPON reviewing the Settlement Agreement and the statement of allegations of Staff of the Commission, and upon hearing submissions from counsel for A.C. MacPherson and Della Rocca and from Staff of the Commission;
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(2) pursuant to clause 6 of subsection 127(1) of the Act, A.C. MacPherson and Della Rocca are hereby reprimanded;
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(3) A.C. MacPherson shall, on or before April 16, 2000, send to each of its clients a letter substantially in the form attached as Schedule 'B' to the Settlement Agreement;

(4) pursuant to clause 1 of subsection 127(1) of the Act, the registration of A.C. MacPherson is hereby suspended effective July 5, 2000;

(5) pursuant to clause 1 of subsection 127(1) of the Act, the following terms and conditions are hereby imposed upon the registration of A.C. MacPherson:
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[on letterhead of A.C. MacPherson]
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Under that agreement, which was approved by the Commission on April 6, 2000, A.C. MacPherson has agreed that it will no longer carry on business effective July 5, 2000.

A.C. MacPherson wishes to avoid inconveniencing you during this period of transition and so the purpose of this letter is to tell you about the two options available to you regarding your account with A.C. MacPherson:

(A) You receive your cash and securities - If you choose option 'A' on the form attached, A.C. MacPherson will deliver to you by mail to your address of record the cash and/or securities currently held in your account.

(B) We transfer your account - If you choose option 'B' on the form attached, A.C. MacPherson will transfer your account to any firm, designated by you, that is a member of the Investment Dealers' Association.

Please choose your preferred option and return the attached form to A.C. MacPherson in the enclosed postage-paid envelope.