Plastic2Oil Inc (PTOI)

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PART III – AGREED FACTS

A. OVERVIEW

5. During the years 2008 to 2011 (the “Distribution Period”) Bordynuik raised money for JBI and/or its predecessor entities.

6. In doing so he caused JBI to raise a total of approximately $11.2 million U.S. from 433 Ontario investors through activities which breached Section 53 of the Act and which were not in compliance with Ontario securities law.

7. During part of the Distribution Period, Bordynuik caused to be prepared and signed financial statements of JBI in which JBI’s financial position was misstated by approximately $10 million as a result of attributing an excessive value to one of the company’s assets, namely certain media credits. This misstatement was first made in JBI’s third quarter financial statements for the quarter ended September 30, 2009 and contained in its Form 10-Q. It was repeated in JBI’s 2009 year-end financial statements contained in its Form 10-K for the year ended December 31, 2009. Both documents were filed with the Securities Exchange Commission (“SEC”) and are collectively referred to as “the Financial Statements”.

8. JBI reported in the Financial Statements that it owned media credits having a valuation of $9,997,134. This valuation was erroneous, and was not in compliance with Generally Accepted Accounting Principles or “GAAP”.

9. Bordynuik certified that, based on his knowledge, the Financial Statements fairly presented in all material respects the financial condition of the registrant, JBI. In fact the Financial Statements did not do so.

10. Monies were raised from Ontario investors during the time that the Financial Statements contained the erroneously high valuation for the media credits.

11. The media credits were eventually written off in their entirety in JBI’s amended form 10-K filed on July 9, 2010. The proper valuation of the media credits under GAAP was nil.

12. While Bordynuik was raising funds on behalf of JBI, he established a trust for the benefit of his two minor children (the “Childrens’ Trust”), which was subject to a formal trust agreement.

13. Bordynuik caused shares of JBI or John Bordynuik Inc. to be irrevocably settled on his mother as trustee of the Childrens’ Trust. The Childrens’ Trust held those shares in a securities account at RBC Dominion Securities (“DS”).

14. Having irrevocably settled JBI shares in trust Bordynuik then directed his mother as trustee to transfer the shares out of the trust account at DS to a number of transferees whom he designated, contrary to the terms of the formal agreement governing the Childrens’ Trust.

15. Bordynuik adopted this practice, which violated the terms of the Childrens’ Trust, so as to put free trading and not restricted stock, in the hands of third parties.

16. Bordynuik used the Childrens’ Trust in part as a reservoir of JBI shares which could be distributed to others, including Bespoke Growth Partners, in aid of acquiring a listing on the AMEX or NASDAQ exchanges. Bordynuik’s misuse of the Childrens’ Trust for this purpose was conduct contrary to the public interest.

http://www.osc.gov.on.ca/documents/en/Proceedings-SOA/soa_20140401_bordynuikjw.pdf