Hollinger Canadian Newspapers, Limited Partnership - s. 144

Headnote

Application for variation of cease trade order previously issued against certain directors, officers and other insiders of a reporting issuer in default of filings required under Ontario securities law -- management and insider cease trade order (the MCTO) issued in response to earlier application by issuer to Commission under OSC Policy 57-603 Defaults by Reporting Issuers in Complying with Financial Statement Filing Requirements (the MCTO Policy) requesting that an MCTO be issued as an alternative to an issuer cease trade order -- issuer remains in default but has filed default status reports on a biweekly basis in accordance with Part 3 of the MCTO Policy -- controlling shareholder sold 87% partnership interest in issuer to purchaser -- sale by controlling shareholder permitted by exemption in the MCTO -- purchaser acquired approximately 3% of outstanding units of issuer from two persons pursuant to lock-up arrangements -- as a result of these transactions, purchaser indirectly acquired in excess of 90% of the outstanding units of issuer and now wishes to acquire remaining outstanding units of issuer pursuant to a "business combination" in accordance with OSC Rule 61-501 -- Insider Bids, Issuer Bids, Going Private Transactions and Related Party Transactions -- purchaser to offer same consideration to public unitholders as was paid to controlling shareholder for its 87% interest and to the two locked-up unitholders for their combined 3% interest -- MCTO varied to permit respondents to make trades in units of the issuer pursuant to the business combination.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127, 144.

Rules and Policies Cited

OSC Policy 57-603 Defaults by Reporting Issuers in Complying with Financial Statement Filing Requirements.

OSC Rule 61-501 -- Insider Bids, Issuer Bids, Going Private Transactions and Related Party Transactions.

IN THE MATTER OF

THE SECURITIES ACT

R.S.O. 1990, C. S.5, AS AMENDED (THE "ACT")

AND

IN THE MATTER OF

CERTAIN DIRECTORS, OFFICERS AND INSIDERS OF

HOLLINGER CANADIAN NEWSPAPERS, LIMITED PARTNERSHIP

(BEING THE PERSONS AND COMPANIES LISTED

IN SCHEDULE "A" HERETO)

ORDER

(Section 144)

WHEREAS on June 1, 2004, the Ontario Securities Commission (the "Commission") made an order (the "MCTO") under paragraph 2 of subsection 127(1) of the Act that all trading, whether direct or indirect, by the persons or companies listed in Schedule "A" (individually, a "Respondent" and collectively, the "Respondents") in the securities of Hollinger Canadian Newspapers, Limited Partnership (the "Partnership") shall cease, subject to certain exceptions as provided for in the MCTO, until two full business days following the receipt by the Commission of all filings the Partnership is required to make pursuant to Ontario securities law;

AND WHEREAS the MCTO was varied by an order of the Commission on March 8, 2005;

AND WHEREAS Glacier Ventures International Corp. (the "Applicant") has requested that the MCTO be varied so that the Respondents may have their units of the Partnership acquired by the Applicant, or a subsidiary of the Applicant, pursuant to the Business Combination (as hereafter defined);

AND UPON considering the application and the recommendation of staff of the Commission;

AND UPON the Applicant having represented to the Commission that:

1. The Partnership is a limited partnership established under the laws of the Province of Ontario by the filing under the Limited Partnerships Act (Ontario) of a declaration of partnership on April 14, 1999.

2. The Partnership is authorized to issue an unlimited number of units, and as of January 11, 2006 there were 182,912,295 units issued and outstanding.

3. The Partnership is a reporting issuer in each of the Provinces of Canada.

4. The units of the Partnership are listed on the NEX board of the TSX Venture Exchange.

5. As of January 19, 2006, the Partnership was on the Commission's list of defaulting reporting issuers.

6. The Applicant was incorporated under the British Columbia Company Act on March 23, 1988 under the name "Cambridge Resources Ltd.". The Applicant subsequently changed its name to "Glacier Ventures International Corp." on August 26, 1997. Effective on September 20, 1999, the Applicant completed a continuance under the Canada Business Corporations Act.

7. The Applicant's head office is located at 1970 Alberta Street, Vancouver, British Columbia, V5Y 3X4.

8. The common shares of the Applicant are listed and posted for trading on the Toronto Stock Exchange under the trading symbol "GVC".

9. Glacier is a reporting issuer in the provinces of British Columbia, Alberta, Quebec and Ontario.

10. To its knowledge, the Applicant is not in default of any of the requirements of the applicable securities legislation in any of the provinces in which it is a reporting issuer.

11. The Applicant, through a wholly owned subsidiary, entered into a share purchase agreement on January 11, 2006 (the "Share Purchase Agreement"), whereby it will indirectly acquire from Hollinger International Inc., among other things, 158,909,495 units of the Partnership, representing approximately 87% of the outstanding units of the Partnership.

12. The Applicant entered into lock-up agreements (the "Lock-up Agreements") with two persons whereby the Applicant, or a wholly-owned subsidiary of the Applicant, will acquire an aggregate of 6,021,689 units of the Partnership, representing approximately 3% of the outstanding units of the Partnership.

13. The closing of the transactions contemplated by the Share Purchase Agreement and the Lock-up Agreements occurred on February 6, 2006. As a result of these transactions, the Applicant indirectly acquired in excess of 90% of the outstanding units of the Partnership.

14. The Applicant intends to acquire the remaining outstanding units of the Partnership pursuant to a business combination (the "Business Combination") in accordance with Rule 61-501 -- Insider Bids, Issuer Bids, Going Private Transactions and Related Party Transactions.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

IT IS ORDERED under section 144 of the Act that, to the extent that the acquisition by the Applicant, or a subsidiary of the Applicant, of the units of the Partnership held by the Respondents pursuant to the Business Combination may involve "trades" by the Respondents in units of the Partnership, the MCTO be varied to permit the Respondents to make such trades in units of the Partnership.

DATED February 7, 2006

"Paul M. Moore"

"Wendell S. Wigle"

Schedule "A"