IN THE MATTER OF:  THE SECURITIES ACT

-and-

IN THE MATTER OF:  WAYNE SOKAL AND ESP SOFTWARE INC.        

NOTICE OF HEARING

            TAKE NOTICE that The Manitoba Securities Commission (“Commission”) will hold a public hearing (“Hearing”) at its offices at Room 500 - 400 St. Mary Avenue, Winnipeg, Manitoba on Wednesday, the 9^th of January, 2019 commencing at 9:00 o’clock in the forenoon or so soon thereafter as the Hearing can be held, and from day to day thereafter until the Hearing is concluded, to consider:

1.            whether or not it is in the public interest to order, pursuant to subsection 148.1(1) and/or s 148.1(1.1) of The Securities Act (“Act”), that Wayne Sokal (“Sokal”) and ESP Software Inc. (“ESP”) pay an administrative penalty;

2.            whether or not it is in the public interest to order, pursuant to subsection 19(5) of The Act, that:

(a)       subsection 19(1) of the Act does not, with respect to such of the trades referred to in that subsection, apply to Sokal and ESP;

(b)       subsection 19(2) of the Act does not, with respect to such of the securities referred to in that section, apply to Sokal and ESP;

3.            whether or not it is in the public interest to order that Sokal and ESP pay costs of and incidental to the hearing;

4.            whether or not it is in the public interest to order, pursuant to subsection 148.3(1) of the Act, that Sokal be prohibited from being a director or officer of an issuer.

5.            such further and other matters and the making of such further and other orders as the Commission may deem appropriate.

BY REASON OF THE FOLLOWING ALLEGATIONS:

By reason of the allegations set out in the Statement of Allegations of Staff of the Commission dated November 15, 2018.  

            AND FURTHER TAKE NOTICE that a person or company attending or submitting evidence at the Hearing may be represented by counsel of its choice.

            AND FURTHER TAKE NOTICE that any party to the proceedings may, at the Hearing, call witnesses and submit such evidence relevant to the Hearing as it may wish and, for that purpose, it may obtain from the Director of the Commission at Room 500 - 400 St. Mary Avenue, Winnipeg, Manitoba, a form or forms of summons to compel the attendance of witnesses.

            AND FURTHER TAKE NOTICE that upon failure of any party to attend at the time and place aforesaid, the Hearing may proceed in that party’s absence and the Commission may make or give any decision or order as though that party were present.

            DATED at Winnipeg, Manitoba this "15^th" day of November, 2018.

                                                                                    Director

TO:     WAYNE SOKAL AND ESP SOFTWARE INC.